Manning & Napier Fund, Inc.

N-CSR 1 d673694dncsr.htm MANNING & NAPIER FUND, INC. Manning & Napier Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

Paul J. Battaglia 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, 2017 through October 31, 2018

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

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

ITEM 1: REPORTS TO STOCKHOLDERS.

LOGO

Equity Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The investment environment witnessed over the past twelve months was more volatile and bifurcated than what was experienced in prior years. For the fiscal year ending on October 31, 2018, US equities posted strong gains, with the S&P 500 Total Return Index up 7.35%.

Going forward, we believe the volatility experienced in October, as well as during the first few months of 2018, is likely to be reflective of what investors should come to expect going forward. While we do not anticipate an imminent recession, we see recent developments within the US and abroad as an indication that we are entering a higher risk regime for risk assets over the next twelve months.

The US is likely approaching a period of peak growth and continues to show signs of progressing further into late cycle territory. At the same time, key global risks are rising, including trade tensions, global growth concerns, and geopolitical uncertainty, all of which have continued escalating throughout 2018.

We are approaching the ten-year anniversary of the bull market, and while bull markets do not necessarily die of old age, they cannot extend indefinitely either. As the economy continues to move into later cycle territory, we believe investors should temper their expectations as the extraordinary returns experienced over the past several years are unlikely to persist.

Given our updated outlook, we are reviewing late cycle risks in current and prospective investments and have adjusted our positioning across many of our portfolios. Going forward, we will continue to follow our disciplines, choosing to be selective in our investment decisions and seeking to avoid overvalued areas of the market.

With this in mind, we discuss recent fund performance in the enclosed, 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 help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

The S&P 500 Total Return Index is an unmanaged, capitalization-weighted measure comprised of 500 leading U.S. companies to gauge U.S. large cap equities. The Index returns do not reflect any fees or expenses. The index accounts for the reinvestment of regular cash dividends, but not for the withholding of taxes. Index returns provided by Morningstar. 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 ^© 2018 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.

^©2018 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied, adapted or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information, except where such damages or losses cannot be limited or excluded by law in your jurisdiction. Past financial performance is no guarantee of future results.

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 US.

Performance Commentary

US equity markets delivered positive absolute returns for the twelve-month period ended October 31, 2018. The Russell 3000 Index returned 6.60%; however, performance varied largely between sectors, with five sectors generating returns of 6% or more, while the remaining six sectors generated returns of 2.3% or less. In general, growth stocks benefitted from increased earnings estimates as the domestic markets rose throughout most of 2018.

The Equity Series Class S returned 7.67% during the year, outperforming the Russell 3000 Index on a relative basis. Importantly, the Series has provided robust positive absolute returns over the current stock market cycle, which began in April 2000.

Both stock selection and sector positioning contributed to the Series’ outperformance relative to the Russell 3000 Index during the year. The most notable contributors to relative performance were stock selection in Consumer Discretionary, Financials, Materials, and Information Technology along with underweight allocations to Financials and Industrials. This was offset by an overweight allocation to Materials, and stock selection in Communication Services and Health Care, all of which detracted from relative returns.

Our increased concern for US growth and view that we are moving into late cycle territory has led to meaningful allocations to Health Care and Consumer Staples. The Series’ largest relative underweights are to some of the more economically sensitive sectors like Financials, Energy, and Industrials. We have generally found the more yield-oriented segments to be overvalued given the lower growth prospects, which has led to underweight allocations to the Utilities sector.

Please see the next page for additional performance information as of October 31, 2018.

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.

Commentary prepared using data provided by FactSet. Analysis Manning & Napier. Commentary presented is relative to the Russell 3000^® Index. Additional information and associated disclosures can be found on the Performance Update page of this report.

Equity Series

Performance Update as of October 31, 2018

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Equity Series²		7.67	%		9.37	%		11.85	%
Russell 3000^®Index³		6.60	%		10.81	%		13.35	%

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, 2018 to the Russell 3000^® Index.

LOGO

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 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, 2018, 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 1.22% for the year ended October 31, 2018.

³ 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.

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, 2018 to October 31, 2018).

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 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD* 5/1/18-10/30/18
Actual	$1,000.00	$1,025.13	$5.36
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.

Equity Series

Portfolio Composition as of October 31, 2018

(unaudited)

LOGO

Equity Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.0%

Communication Services - 5.8%
Diversified Telecommunication Services - 1.9%
Zayo Group Holdings, Inc.*		45,260	$	1,352,369

Entertainment - 1.9%
Electronic Arts, Inc.*		14,240		1,295,555

Interactive Media & Services - 2.0%
Alphabet, Inc. - Class A*		650		708,877
Alphabet, Inc. - Class C*		655		705,284


				1,414,161


Total Communication Services				4,062,085


Consumer Discretionary - 12.1%
Internet & Direct Marketing Retail - 5.2%
Amazon.com, Inc.*		1,080		1,725,851
Booking Holdings, Inc.*		1,010		1,893,326


				3,619,177

Specialty Retail - 5.4%
AutoZone, Inc.*		1,890		1,386,258
Dick’s Sporting Goods, Inc.		31,405		1,110,795
O’Reilly Automotive, Inc.*		2,145		688,009
Ulta Beauty, Inc.*		1,955		536,686


				3,721,748

Textiles, Apparel & Luxury Goods - 1.5%
NIKE, Inc. - Class B		14,225		1,067,444


Total Consumer Discretionary				8,408,369

Consumer Staples - 11.0%
Beverages - 4.0%
The Coca-Cola Co.		36,445		1,744,987
PepsiCo, Inc.		9,000		1,011,420


				2,756,407

Food Products - 3.4%
Campbell Soup Co.		25,785		964,617
Mondelez International, Inc. - Class A		33,770		1,417,665


				2,382,282

Household Products - 1.1%
Colgate-Palmolive Co.		12,155		723,830

Tobacco - 2.5%
Altria Group, Inc.		11,860		771,374

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

Equity Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Tobacco (continued)
Philip Morris International, Inc.		11,230	$	989,026


				1,760,400


Total Consumer Staples				7,622,919

Energy - 2.1%
Energy Equipment & Services - 2.1%
Diamond Offshore Drilling, Inc.*		27,875		395,268
Ensco plc - Class A		62,580		446,821
Transocean Ltd.*		59,280		652,673


Total Energy				1,494,762

Financials - 9.1%
Capital Markets - 7.5%
BlackRock, Inc.		3,775		1,553,110
Cboe Global Markets, Inc.		7,090		800,107
The Charles Schwab Corp.		20,000		924,800
CME Group, Inc.		3,760		688,982
E*TRADE Financial Corp.		10,930		540,161
Intercontinental Exchange, Inc.		9,465		729,184


				5,236,344

Diversified Financial Services - 1.6%
Berkshire Hathaway, Inc. - Class B*		5,240		1,075,667


Total Financials				6,312,011

Health Care - 19.2%
Biotechnology - 8.1%
BioMarin Pharmaceutical, Inc.*		12,670		1,167,794
Incyte Corp.*		38,990		2,527,332
Regeneron Pharmaceuticals, Inc.*		2,100		712,404
Seattle Genetics, Inc.*		14,110		791,994
Vertex Pharmaceuticals, Inc.*		2,615		443,138


				5,642,662

Health Care Equipment & Supplies - 1.2%
Intuitive Surgical, Inc.*		1,640		854,735

Health Care Providers & Services - 1.2%
DaVita, Inc.*		12,650		851,851

Life Sciences Tools & Services - 1.9%
Thermo Fisher Scientific, Inc.		5,465		1,276,897

Pharmaceuticals - 6.8%
Bristol-Myers Squibb Co.		13,080		661,063
Johnson & Johnson		18,125		2,537,319
Merck & Co., Inc.		15,715		1,156,781

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

Equity Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Mylan N.V.*		10,950	$	342,188


				4,697,351


Total Health Care				13,323,496

Industrials - 5.3%
Air Freight & Logistics - 2.1%
FedEx Corp.		6,595		1,453,142

Commercial Services & Supplies - 1.7%
Advanced Disposal Services, Inc.*		43,440		1,176,790

Professional Services - 0.6%
Equifax, Inc.		4,550		461,552

Road & Rail - 0.9%
Genesee & Wyoming, Inc. - Class A*		7,755		614,429


Total Industrials				3,705,913

Information Technology - 19.2%
Electronic Equipment, Instruments & Components - 0.5%
Cognex Corp.		8,025		343,791

IT Services - 7.7%
LiveRamp Holdings, Inc.*		23,445		1,070,968
Mastercard, Inc. - Class A		9,180		1,814,611
Visa, Inc. - Class A		18,060		2,489,571


				5,375,150

Semiconductors & Semiconductor Equipment - 4.3%
NVIDIA Corp.		1,710		360,519
Qorvo, Inc.*		26,265		1,930,740
Skyworks Solutions, Inc.		8,365		725,747


				3,017,006

Software - 6.7%
Adobe, Inc.*		4,155		1,021,133
Microsoft Corp.		19,400		2,072,114
ServiceNow, Inc.*		8,435		1,527,072


				4,620,319


Total Information Technology				13,356,266

Materials - 7.3%
Chemicals - 3.1%
Axalta Coating Systems Ltd.*		35,290		870,957
CF Industries Holdings, Inc.		18,885		907,046
Olin Corp.		17,015		343,703


				2,121,706

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

Equity Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Containers & Packaging - 3.2%
Ball Corp.		21,920	$	982,016
Crown Holdings, Inc.*		7,540		318,867
Sealed Air Corp.		29,505		954,782


				2,255,665

Metals & Mining - 1.0%
Freeport-McMoRan, Inc.		30,535		355,733
Southern Copper Corp. (Peru)		9,440		361,929


				717,662


Total Materials				5,095,033

Real Estate - 4.9%
Equity Real Estate Investment Trusts (REITS) - 4.9%
American Tower Corp.		10,185		1,586,925
Equinix, Inc.		1,775		672,263
SBA Communications Corp.*		7,000		1,135,190


Total Real Estate				3,394,378

TOTAL COMMON STOCKS
(Identified Cost $57,440,869)				66,775,232


SHORT-TERM INVESTMENT - 4.2%
Dreyfus Government Cash Management, Institutional Shares¹, 2.05%
(Identified Cost $2,898,725)		2,898,725		2,898,725

TOTAL INVESTMENTS - 100.2%
(Identified Cost $60,339,594)				69,673,957
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(112,302	)


NET ASSETS - 100%			$	69,561,655

* Non-income producing security.

¹ Rate shown is the current yield as of October 31, 2018.

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.

Equity Series

Statement of Assets and Liabilities

October 31, 2018


ASSETS:

Investments, at value (identified cost $60,339,594) (Note 2)	$	69,673,957
Receivable for securities sold		1,272,362
Dividends receivable		17,414
Receivable for fund shares sold		1,789
Interest receivable		3,460
Prepaid expenses		6,589


TOTAL ASSETS		70,975,571


LIABILITIES:

Accrued management fees (Note 3)		35,792
Accrued shareholder services fees (Class S) (Note 3)		15,491
Accrued fund accounting and administration fees (Note 3)		13,913
Accrued Chief Compliance Officer service fees (Note 3)		402
Payable for securities purchased		1,237,522
Payable for fund shares repurchased		68,967
Other payables and accrued expenses		41,829


TOTAL LIABILITIES		1,413,916


TOTAL NET ASSETS	$	69,561,655


NET ASSETS CONSIST OF:

Capital stock	$	48,710
Additional paid-in-capital		49,661,998
Total distributable earnings		19,850,947


TOTAL NET ASSETS	$	69,561,655

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($69,561,655/ 4,871,049 shares)	$	14.28

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

Equity Series

Statement of Operations

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends	$	688,054
Interest		17,194


Total Investment Income		705,248


EXPENSES:

Management fees (Note 3)		598,559
Shareholder services fees (Class S) (Note 3)		199,520
Fund accounting and administration fees (Note 3)		43,921
Directors’ fees (Note 3)		6,200
Chief Compliance Officer service fees (Note 3)		4,385
Miscellaneous		121,428


Total Expenses		974,013
Less reduction of expenses (Note 3)		(136,030	)


Net Expenses		837,983


NET INVESTMENT LOSS		(132,735	)


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		11,047,143
Net change in unrealized appreciation (depreciation) on investments		(4,124,586	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		6,922,557


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,789,822

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

Equity Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income (loss)	$	(132,735	)	$	89,394
Net realized gain (loss) on investments		11,047,143			7,935,062
Net change in unrealized appreciation (depreciation) on investments		(4,124,586	)		9,384,301


Net increase from operations		6,789,822			17,408,757


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(5,983,527	)		(4,244,499	)^*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(14,599,547	)		(28,279,625	)


Net decrease in net assets		(13,793,252	)		(15,115,367	)

NET ASSETS:

Beginning of year		83,354,907			98,470,274


End of year	$	69,561,655		$	83,354,907

^*For the year ended October 31, 2017, the distributions to shareholders from net realized gain on investments for Class S was $4,244,499.

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

Equity Series

Financial Highlights - Class S*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.27		$	12.20		$	16.62		$	21.15		$	21.60

Income (loss) from investment operations:
Net investment income (loss)¹		(0.02	)		0.01			(0.07	)		0.01			(0.00	)²
Net realized and unrealized gain (loss) on investments		1.07			2.63			0.64			(0.42	)		2.51


Total from investment operations		1.05			2.64			0.57			(0.41	)		2.51


Less distributions to shareholders:
From net investment income		—			—			(0.00	)²		(0.00	)²		(0.01	)
From net realized gain on investments		(1.04	)		(0.57	)		(4.99	)		(4.12	)		(2.95	)


Total distributions to shareholders		(1.04	)		(0.57	)		(4.99	)		(4.12	)		(2.96	)


Net asset value - End of year	$	14.28		$	14.27		$	12.20		$	16.62		$	21.15


Net assets - End of year (000’s omitted)	$	69,562		$	83,355		$	98,470		$	500,946		$	1,290,335


Total return³		7.67	%		22.68	%⁴		6.16	%		(1.46	%)		13.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income (loss)		(0.17	%)		0.10	%		(0.55	%)		0.04	%		(0.01	%)
Portfolio turnover		45	%		71	%		40	%		62	%		61	%

*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:
		0.17	%		0.15	%		0.09	%		0.03	%		0.02	%

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. Excluding this amount, the Series’ total return is 21.48%.

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

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.

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.

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.

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, 2018 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Communication Services	$	4,062,085	$	4,062,085	$	—	$	—
Consumer Discretionary		8,408,369		8,408,369		—		—
Consumer Staples		7,622,919		7,622,919		—		—
Energy		1,494,762		1,494,762		—		—
Financials		6,312,011		6,312,011		—		—
Health Care		13,323,496		13,323,496		—		—
Industrials		3,705,913		3,705,913		—		—
Information Technology		13,356,266		13,356,266		—		—
Materials		5,095,033		5,095,033		—		—
Real Estate		3,394,378		3,394,378		—		—
Mutual Fund		2,898,725		2,898,725		—		—

Total assets	$	69,673,957	$	69,673,957	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2017 or October 31, 2018.

New Accounting Pronouncements

The Securities and Exchange Commission (SEC) adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These Regulation S-X amendments are reflected in the Series financial statements for the year ended October 31, 2018. As a result of adopting these amendments, the distributions to shareholders in the October 31, 2017 Statement of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation.

On August 28, 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements under U.S. GAAP. The amendments of ASU 2018-13 include new, eliminated, and modified disclosure requirements. In addition, the amendments clarify that materiality is an appropriate consideration of entities when evaluating disclosure requirements. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. An entity is permitted to early adopt any eliminated or modified disclosures upon issuance of this ASU and delay adoption of the new disclosures until their effective date. As such, the Series has early adopted the eliminated and modified disclosures, as permitted by this ASU.

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.

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.

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, 2018, 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, 2015 through October 31, 2018. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Distributions of Income and Gains

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

Indemnifications

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

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.

Equity Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

Shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Shares of the Series 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.

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, 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. Accordingly, the Advisor waived fees of $136,030 for the year ended October 31, 2018, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Pursuant to a master services agreement dated 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 Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Income Series); plus a 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 agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $34,512,089 and $57,385,504, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class S shares of Equity Series were:


	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		282,300		$	4,076,767			452,939		$	5,772,026
Reinvested		426,205			5,860,318			350,413			4,117,356
Repurchased		(1,680,674	)		(24,536,632	)		(3,033,987	)		(38,169,007	)

Total		(972,169	)	$	(14,599,547	)		(2,230,635	)	$	(28,279,625	)

At October 31, 2018, the Advisor and its affiliates owned 8.2% of the Series.

Equity Series

Notes to Financial Statements (continued)

6.	Line of Credit

The Fund has entered into a 364-day, $25 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in August 2019 unless extended or renewed. During the year ended October 31, 2018, the Series did not borrow under the line of credit.

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, 2018.

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 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, 2018, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $3,803 and decrease Total Distributable Earnings by $3,803. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/18		FOR THE YEAR ENDED 10/31/17
Ordinary income	$	3,065,404	$	—
Long-term capital gains		2,918,123		4,244,499

At October 31, 2018, 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	$	60,664,648
Unrealized appreciation		11,888,239
Unrealized depreciation		(2,878,930	)

Net unrealized appreciation	$	9,009,309

Undistributed ordinary income	$	3,085,493
Undistributed long-term capital gains	$	7,756,145

Equity Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Equity Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, 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 ended October 31, 2018 and the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

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 $959,389 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 29.36%.

The Series designates $8,143,952 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2018.

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:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite - Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018-Present); Vice President of Finance (2016-2018); Director of Finance (2011-2016); Financial Analyst/Internal Auditor (2004-2006) - Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A


Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

Equity Series


Directors’ and Officers’ Information
(unaudited)
Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

Equity Series


Directors’ and Officers’ Information
(unaudited)
Officers: (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) - Harter Secrest and Emery LLP; Legal Counsel (2010-2017) - Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel


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 since 2009 Holds one or more of the following titles for various affiliates: Director

*At a meeting of the Board of Directors held on November 15, 2018, the Board accepted the resignation of Michele T. Mosca from her positions as Principal Executive Officer, President, Chair and Interested Director of the Fund and appointed Paul J. Battaglia to each of the resigned positions effective immediately. Interested Director, within the meaning of the 1940 Act by reason of his positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC.

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.

{This page intentionally left blank}

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 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.

MNEQY-10/18-AR

LOGO

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The investment environment witnessed over the past twelve months was more volatile and bifurcated than what was experienced in prior years across both equities and fixed income, as well as between domestic and international investing.

For the fiscal year ending on October 31, 2018, US equities posted strong gains, with the S&P 500 Total Return Index up 7.35%. On the other hand, international equity performance was decidedly poor as the MSCI ACWI ex USA Index fell 8.24%. Regarding fixed income, domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, fell 2.05% as rising interest rates weighed on returns.

We are approaching the ten-year anniversary of the bull market, and while bull markets do not necessarily die of old age, they cannot extend indefinitely either. As the economy continues to move into later cycle territory, we believe investors should temper their expectations as the strong returns experienced over the past several years are unlikely to persist.

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

The MSCI ACWI ex USA Index 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 Morningstar.

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 provided by Morningstar.

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

In absolute terms, the performance results were mixed as the Blended Asset Maximum portfolio delivered positive returns while the Blended Asset Conservative, Moderate, and Extended portfolios experienced negative returns during the one-year period. Similarly, Maximum Term outperformed its blended benchmark while Conservative, Moderate, and Extended portfolios trailed their respective blended benchmarks over the one-year period.

The Blended Asset Maximum portfolio was modestly overweight in equities as compared to its blended benchmark, contributing to relative performance, as equities outperformed fixed income during the one-year period. Conversely, an equity underweight, to varying degrees, in the Conservative, Moderate, and Extended portfolios detracted from relative performance.

Stock selection challenged relative returns and was the primary contributor to the respective Series’ underperformance. Specifically, selection in the Consumer Staples, Communication Services, and Health Care sectors detracted from relative returns across all portfolios.

Offsetting a portion of the relative performance headwind was the aggregate effect of sector allocations, which aided relative returns. Each Series’ overweight to Health Care, and underweight to Financials and Industrials, aided relative returns. Within fixed income, with the exception of the Conservative Series, the portfolios benefitted from a slightly shorter duration as rates generally rose over the course of the year.

In general, we believe that we are entering a higher risk regime for equities and credit, and that the US is likely approaching a period of peak growth. This could result in lower returns as the economy is moving into late cycle territory as supply begins to become a binding constraint for growth. Given this outlook, we believe that the equity section of each Series should focus on higher quality businesses and reasonably priced growth companies that tend to perform well later cycle and have historically provided some degree of downside protection in higher risk market environments.

Regarding fixed income, we continue to view corporate bonds as moderately attractive as they continue to adequately compensate investors on a fundamental basis. That said, we are aware that we are in the later stages of an economic expansion and we may look to reduce exposure if spreads tighten or if economic conditions deteriorate. Each Series also has a notable allocation to U.S. Treasury securities. With the exception of the Blended Asset Maximum Series, each Series holds Agencies as well as pass-through securities, which include asset-backed and commercial mortgage backed securities.

Additionally, we believe that domestic conditions argue for higher interest rates across the curve and expect the yield curve to flatten. While at the early stages of policy normalization, we expect European and Japanese interest rates to remain very low for an extended period of time, keeping US yields at lower levels than domestic conditions alone would argue for.

We think the Fed will remain opportunistic, looking to hike the federal funds target rate as economic conditions allow, while also remaining sensitive to domestic and global market conditions as they continue to reduce the size of their balance sheet by decreasing reinvestment of principal in Treasuries and agency mortgage-backed securities.

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.

Commentary prepared using data provided by FactSet. Analysis Manning & Napier. Commentary presented is relative to each Series’ respective blended benchmark. Additional information and associated disclosures can be found on the Performance Update pages contained in this report.

Performance Update as of October 31, 2018 - Blended Asset Conservative Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 2018
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Blended Asset Conservative Series - Class R6³		-0.62	%		-0.76	%
Bloomberg Barclays U.S. Intermediate Aggregate Bond Index⁴		-1.23	%		-1.38	%
Conservative Term Composite Benchmark⁵		0.01	%		0.01	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended Asset Conservative Series - Class R6 from its inception² (October 13, 2017) to present (October 31, 2018) to the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index and Conservative Term Composite Benchmark.

LOGO

² Performance numbers for the Series and Indices are calculated from October 13, 2017, 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 ended October 31, 2018, this net expense ratio was 0.45% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.56% for Class R6 for the year ended October 31, 2018.

⁴ The 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.

⁵ The 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 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.

Shareholder Expense Example - Blended Asset Conservative Series

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

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 5/1/18		ENDING ACCOUNT VALUE 10/31/18		EXPENSES PAID DURING PERIOD* 5/1/18-10/31/18
Actual		$1,000.00		$1,002.22		$2.27
Hypothetical
(5% return before expenses)		$1,000.00		$1,022.94		$2.29

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.45%, 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.

Portfolio Composition - Blended Asset Conservative Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Financials	8.4	%
Health Care	7.0	%
Energy	5.1	%
Consumer Discretionary	4.6	%
Information Technology	4.4	%
Communication Services	4.2	%
Industrials	4.1	%
Real Estate	3.6	%
Consumer Staples	3.3	%
Materials	1.8	%
Utilities	0.2	%

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


Top Five Stock Holdings⁵
Johnson & Johnson	0.7	%
Medtronic plc	0.6	%
Microsoft Corp.	0.6	%
Qorvo, Inc.	0.6	%
Mastercard, Inc. - Class A	0.6	%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶
U.S. Treasury Note, 1.625%, 4/30/2019	6.0	%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020	5.0	%
U.S. Treasury Note, 2.00%, 7/31/2022	3.5	%
U.S. Treasury Note, 2.125%, 5/15/2025	2.0	%
U.S. Treasury Note, 1.625%, 5/15/2026	2.0	%

⁶As a percentage of total investments.

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 27.9%

Communication Services - 1.8%
Diversified Telecommunication Services - 0.4%
Verizon Communications, Inc.		2,120	$	121,031
Zayo Group Holdings, Inc.*		11,860		354,377


				475,408

Entertainment - 0.3%
Electronic Arts, Inc.*		3,630		330,257

Interactive Media & Services - 0.8%
Alphabet, Inc. - Class A*		220		239,928
Alphabet, Inc. - Class C*		330		355,334
Tencent Holdings Ltd. - Class H (China)		13,780		472,093


				1,067,355

Media - 0.3%
Comcast Corp. - Class A		3,685		140,546
Quebecor, Inc. - Class B (Canada)		5,850		114,738
Shaw Communications, Inc. - Class B (Canada)		6,160		114,688


				369,972


Total Communication Services				2,242,992

Consumer Discretionary - 2.2%
Automobiles - 0.1%
Honda Motor Co., Ltd. - ADR (Japan)		2,571		73,274

Hotels, Restaurants & Leisure - 0.1%
McDonald’s Corp.		889		157,264

Household Durables - 0.1%
Newell Brands, Inc.		4,480		71,142

Internet & Direct Marketing Retail - 1.0%
Alibaba Group Holding Ltd. - ADR (China)*		2,510		357,123
Amazon.com, Inc.*		130		207,741
Booking Holdings, Inc.*		380		712,340


				1,277,204

Multiline Retail - 0.1%
Dollar General Corp.		985		109,709
Target Corp.		917		76,689


				186,398

Specialty Retail - 0.5%
Dick’s Sporting Goods, Inc.		1,750		61,897
The Home Depot, Inc.		1,103		193,996
Industria de Diseno Textil S.A. (Spain)		10,470		295,092
O’Reilly Automotive, Inc.*		205		65,754


				616,739

Textiles, Apparel & Luxury Goods - 0.3%
lululemon athletica, Inc.*		3,160		444,707


Total Consumer Discretionary				2,826,728

Consumer Staples - 3.3%
Beverages - 1.7%
Ambev S.A. - ADR (Brazil)		58,980		255,383
Anheuser-Busch InBev S.A./N.V. (Belgium)		7,960		588,729
The Coca-Cola Co.		5,220		249,934
Diageo plc (United Kingdom)		15,565		538,106
Molson Coors Brewing Co. - Class B		585		37,440
PepsiCo, Inc.		4,495		505,148


				2,174,740

Food & Staples Retailing - 0.3%
Walgreens Boots Alliance, Inc.		1,079		86,072
Walmart, Inc.		2,597		260,427


				346,499

Food Products - 0.7%
J&J Snack Foods Corp.		570		89,011
The Kraft Heinz Co.		1,286		70,692
Mondelez International, Inc. - Class A		12,291		515,976
Nestle S.A. (Switzerland)		2,970		250,737


				926,416

Household Products - 0.1%
Colgate-Palmolive Co.		2,191		130,474

Personal Products - 0.5%
Unilever plc - ADR (United Kingdom)		10,632		563,283


Total Consumer Staples				4,141,412

Energy - 1.5%
Energy Equipment & Services - 0.8%
Diamond Offshore Drilling, Inc.*		10,260		145,487
Ensco plc - Class A		22,075		157,616
Schlumberger Ltd.		9,110		467,434
Transocean Ltd.*		21,540		237,155


				1,007,692

Oil, Gas & Consumable Fuels - 0.7%
BP plc - ADR (United Kingdom)		3,085		133,797
Chevron Corp.		1,010		112,767
China Petroleum & Chemical Corp. - ADR (China)		1,395		112,521
Exxon Mobil Corp.		3,855		307,166
Hess Corp.		1,255		72,037

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Marathon Petroleum Corp.		783	$	55,162
Royal Dutch Shell plc - Class B - ADR (Netherlands)		1,010		66,367
Valero Energy Corp.		660		60,119


				919,936


Total Energy				1,927,628

Financials - 2.7%
Banks - 1.3%
Bank of America Corp.		7,890		216,975
BankUnited, Inc.		685		22,673
Citigroup, Inc.		2,870		187,870
Fifth Third Bancorp		875		23,616
Huntington Bancshares, Inc.		1,620		23,215
JPMorgan Chase & Co.		4,471		487,428
KeyCorp.		3,975		72,186
The PNC Financial Services Group, Inc.		300		38,547
Regions Financial Corp.		2,535		43,019
SunTrust Banks, Inc.		640		40,102
U.S. Bancorp		2,092		109,349
Wells Fargo & Co.		6,917		368,192


				1,633,172

Capital Markets - 1.0%
Apollo Global Management LLC - Class A		1,745		51,338
Ares Management LP		1,730		33,925
BlackRock, Inc.		985		405,249
The Blackstone Group LP		1,710		55,336
Cboe Global Markets, Inc.		1,170		132,035
The Charles Schwab Corp.		5,075		234,668
CME Group, Inc.		660		120,938
E*TRADE Financial Corp.		2,360		116,631
Intercontinental Exchange, Inc.		1,620		124,805


				1,274,925

Diversified Financial Services - 0.2%
Berkshire Hathaway, Inc. - Class B*		1,140		234,019

Insurance - 0.2%
The Allstate Corp.		395		37,809
Arthur J. Gallagher & Co.		620		45,886
Chubb Ltd.		405		50,589
Lincoln National Corp.		525		31,600
Old Republic International Corp.		1,900		41,895
Principal Financial Group, Inc.		580		27,301
Willis Towers Watson plc		260		37,222


				272,302


Total Financials				3,414,418

Health Care - 5.8%
Biotechnology - 1.8%
AbbVie, Inc.		1,694		131,878
Amgen, Inc.		778		149,991
BioMarin Pharmaceutical, Inc.*		4,110		378,819
Gilead Sciences, Inc.		1,616		110,179
Incyte Corp.*		11,040		715,613
Regeneron Pharmaceuticals, Inc.*		910		308,708
Seattle Genetics, Inc.*		5,770		323,870
Vertex Pharmaceuticals, Inc.*		1,030		174,544


				2,293,602

Health Care Equipment & Supplies - 0.7%
Koninklijke Philips N.V. (Netherlands)		1,571		58,488
Medtronic plc¹		8,929		802,003


				860,491

Health Care Providers & Services - 0.4%
CVS Health Corp.		1,339		96,930
DaVita, Inc.*¹		5,430		365,656


				462,586

Pharmaceuticals - 2.9%
AstraZeneca plc (United Kingdom)		1,130		86,433
Bristol-Myers Squibb Co.		8,110		409,880
Eli Lilly & Co.		1,994		216,229
Johnson & Johnson		6,730		942,133
Merck & Co., Inc.		9,007		663,005
Merck KGaA (Germany)		2,300		246,106
Novartis AG - ADR (Switzerland)		7,605		665,133
Pfizer, Inc.		5,491		236,443
Sanofi (France)		1,180		105,445
Sanofi - ADR (France)		3,046		136,217


				3,707,024


Total Health Care				7,323,703

Industrials - 2.0%
Aerospace & Defense - 0.3%
The Boeing Co.		563		199,786
Lockheed Martin Corp.		342		100,497
United Technologies Corp.		973		120,856


				421,139

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 0.4%
FedEx Corp.		1,690	$	372,375
United Parcel Service, Inc. - Class B		1,074		114,424


				486,799

Airlines - 0.1%
Delta Air Lines, Inc.		955		52,267
Southwest Airlines Co.		880		43,208


				95,475

Building Products - 0.0%##
Johnson Controls International plc		1,915		61,223
Resideo Technologies, Inc.*		143		3,010


				64,233

Commercial Services & Supplies - 0.2%
Covanta Holding Corp.		5,780		84,908
Waste Management, Inc.		1,550		138,679


				223,587

Construction & Engineering - 0.0%##
Comfort Systems USA, Inc.		980		52,410

Electrical Equipment - 0.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		3,174		63,670
Emerson Electric Co.		1,002		68,016


				131,686

Industrial Conglomerates - 0.2%
3M Co.		973		185,123
Honeywell International, Inc.		860		124,545


				309,668

Machinery - 0.1%
Caterpillar, Inc.		569		69,031
Mueller Water Products, Inc. - Class A		4,810		49,351


				118,382

Professional Services - 0.2%
Equifax, Inc.		2,280		231,283

Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		2,940		232,936
Kansas City Southern		1,085		110,627
Union Pacific Corp.		931		136,131


				479,694


Total Industrials				2,614,356

Information Technology - 4.3%
Communications Equipment - 0.2%
Cisco Systems, Inc.		4,532		207,339

IT Services - 1.7%
Automatic Data Processing, Inc.		668		96,245
International Business Machines Corp.		1,024		118,200
InterXion Holding N.V. (Netherlands)*		5,125		301,709
LiveRamp Holdings, Inc.*		7,615		347,853
Mastercard, Inc. - Class A		3,700		731,379
Visa, Inc. - Class A		4,630		638,246


				2,233,632

Semiconductors & Semiconductor Equipment - 1.5%
Broadcom, Inc.		393		87,832
Intel Corp.		9,240		433,171
Qorvo, Inc.*		10,140		745,391
Skyworks Solutions, Inc.		3,970		344,437
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		5,180		197,358
Texas Instruments, Inc.		1,231		114,274


				1,922,463

Software - 0.8%
Microsoft Corp.		7,190		767,964
ServiceNow, Inc.*		1,440		260,698


				1,028,662

Technology Hardware, Storage & Peripherals - 0.1%
Apple, Inc.		590		129,127


Total Information Technology				5,521,223

Materials - 1.2%
Chemicals - 0.2%
DowDuPont, Inc.		1,640		88,429
FMC Corp.		1,385		108,141
LyondellBasell Industries N.V. - Class A		635		56,686


				253,256

Containers & Packaging - 0.9%
Ball Corp.		10,378		464,934
Graphic Packaging Holding Co.		10,620		116,926
Sealed Air Corp.		11,735		379,745
Sonoco Products Co.		2,735		149,276


				1,110,881

Metals & Mining - 0.1%
BHP Billiton Ltd. - ADR (Australia)		2,196		101,411

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Metals & Mining (continued)
Rio Tinto plc - ADR (Australia)		1,633	$	80,491

				181,902

Total Materials				1,546,039

Real Estate - 2.9%
Equity Real Estate Investment Trusts (REITS) - 2.9%
Acadia Realty Trust		455		12,667
Agree Realty Corp.		260		14,890
Alexandria Real Estate Equities, Inc.		100		12,223
American Campus Communities, Inc.		340		13,433
American Homes 4 Rent - Class A		2,485		52,359
American Tower Corp.		1,555		242,285
Americold Realty Trust		470		11,632
Apartment Investment & Management Co. - Class A		945		40,673
Apple Hospitality REIT, Inc.		1,315		21,264
AvalonBay Communities, Inc.		585		102,597
Boston Properties, Inc.		620		74,871
Brandywine Realty Trust		3,315		46,609
CatchMark Timber Trust, Inc. - Class A		3,275		28,984
Chesapeake Lodging Trust		690		20,279
Colony Capital, Inc.		9,955		58,436
Community Healthcare Trust, Inc.		3,085		91,686
CoreCivic, Inc.		2,960		66,482
Cousins Properties, Inc.		5,390		44,791
Crown Castle International Corp.		1,285		139,731
CubeSmart		360		10,433
Digital Realty Trust, Inc.		1,050		108,423
EastGroup Properties, Inc.		115		11,016
Equinix, Inc.		1,270		481,000
Equity LifeStyle Properties, Inc.		280		26,513
Equity Residential		1,235		80,226
Essex Property Trust, Inc.		205		51,410
Extra Space Storage, Inc.		285		25,667
Federal Realty Investment Trust		105		13,025
First Industrial Realty Trust, Inc.		665		20,415
Getty Realty Corp.		805		21,598
HCP, Inc.		1,415		38,983
Healthcare Realty Trust, Inc.		895		24,935
Healthcare Trust of America, Inc. - Class A		1,050		27,573
Hibernia REIT plc (Ireland)		14,495		22,821
Host Hotels & Resorts, Inc.		2,725		52,075
Independence Realty Trust, Inc.		2,335		23,140
Invitation Homes, Inc.		2,177		47,633
Jernigan Capital, Inc.		3,360		65,755
Kimco Realty Corp.		1,210		19,469
Lamar Advertising Co. - Class A		690		50,591
Lexington Realty Trust		2,390		18,570
Liberty Property Trust		1,015		42,498
The Macerich Co.		180		9,292
Mid-America Apartment Communities, Inc.		425		41,527
National Retail Properties, Inc.		425		19,869
National Storage Affiliates Trust		395		10,519
Outfront Media, Inc.		2,070		36,680
Physicians Realty Trust		3,105		51,481
Plymouth Industrial REIT, Inc.		1,880		26,320
Prologis, Inc.		1,565		100,896
Public Storage		320		65,750
Realty Income Corp.		215		12,958
SBA Communications Corp.*		1,490		241,633
Simon Property Group, Inc.		775		142,228
STAG Industrial, Inc.		2,370		62,710
STORE Capital Corp.		440		12,773
Sun Communities, Inc.		525		52,747
Sunstone Hotel Investors, Inc.		2,160		31,255
Tier REIT, Inc.		2,045		44,315
UDR, Inc.		1,315		51,535
UMH Properties, Inc.		1,000		14,330
Unibail-Rodamco-Westfield (France)		165		29,858
Urban Edge Properties		2,205		45,180
Ventas, Inc.		425		24,667
VEREIT, Inc.		4,725		34,634
Vornado Realty Trust		730		49,698
Weingarten Realty Investors		1,135		31,916
Welltower, Inc.		510		33,696


				3,658,128

Real Estate Management & Development - 0.0%##
StorageVault Canada, Inc. (Canada)		3,410		6,683


Total Real Estate				3,664,811

Utilities - 0.2%
Electric Utilities - 0.0%##
Exelon Corp.		1,080		47,315

Independent Power and Renewable Electricity Producers - 0.1%
Boralex, Inc. - Class A (Canada)		2,080		26,860
Innergex Renewable Energy, Inc. (Canada)		3,415		31,674

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	SHARES/ PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMON STOCKS (continued)

Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
Northland Power, Inc. (Canada)		1,920	$	29,534
Pattern Energy Group, Inc. - Class A		1,940		34,765

				122,833

Multi-Utilities - 0.1%
CMS Energy Corp.		1,540		76,260


Total Utilities				246,408

TOTAL COMMON STOCKS (Identified Cost $35,612,021)				35,469,718


CORPORATE BONDS - 18.8%

Non-Convertible Corporate Bonds - 18.8%
Communication Services - 2.4%
Diversified Telecommunication Services - 1.5%
AT&T, Inc., 4.25%, 3/1/2027		800,000		775,810
Verizon Communications, Inc., 5.50%, 3/16/2047		1,080,000		1,125,331


				1,901,141

Media - 0.8%
CCO Holdings LLC - CCO Holdings Capital Corp.³, 5.50%, 5/1/2026		40,000		39,000
Discovery Communications LLC, 5.20%, 9/20/2047		800,000		739,910
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)³, 5.50%, 3/1/2028		200,000		185,500


				964,410

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		61,000		57,950
Inmarsat Finance plc (United Kingdom)³, 4.875%, 5/15/2022		100,000		97,952
Sprint Communications, Inc.³, 9.00%, 11/15/2018		11,000		11,022
Sprint Communications, Inc.³, 7.00%, 3/1/2020		11,000		11,399


				178,323


Total Communication Services				3,043,874


	PRINCIPAL AMOUNT ²		VALUE (NOTE 2)
Consumer Discretionary - 2.4%
Auto Components - 0.1%
Techniplas LLC³, 10.00%, 5/1/2020		35,000		32,900

Automobiles - 0.6%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		790,000		788,858

Household Durables - 0.2%
Century Communities, Inc., 5.875%, 7/15/2025		57,000		51,585
LGI Homes, Inc.³, 6.875%, 7/15/2026		50,000		47,500
Meritage Homes Corp., 5.125%, 6/6/2027		30,000		26,400
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		50,000		50,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		40,000		37,350
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		24,000		23,040
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		35,000		33,075


				268,950

Internet & Direct Marketing Retail - 0.9%
Booking Holdings, Inc., 3.60%, 6/1/2026		1,220,000		1,165,148

Multiline Retail - 0.6%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		370,000		390,725
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		370,000		388,125


				778,850


Total Consumer Discretionary				3,034,706

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC³, 5.375%, 7/15/2022		25,000		24,125

Household Products - 0.0%##
First Quality Finance Co., Inc.³, 5.00%, 7/1/2025		35,000		32,200


Total Consumer Staples				56,325

Energy - 3.6%
Energy Equipment & Services - 0.1%
Shelf Drilling Holdings Ltd. (United Arab Emirates)³, 8.25%, 2/15/2025		30,000		30,075

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
TerraForm Power Operating, LLC³, 5.00%, 1/31/2028		25,000	$	22,344


				52,419

Oil, Gas & Consumable Fuels - 3.5%
American Midstream Partners LP - American Midstream Finance Corp.³, 9.50%, 12/15/2021		40,000		39,200
Boardwalk Pipelines LP, 5.95%, 6/1/2026		1,110,000		1,159,852
DCP Midstream Operating LP³, 5.35%, 3/15/2020		25,000		25,281
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		36,000		35,910
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		60,000		62,100
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		30,000		27,150
Jonah Energy LLC - Jonah Energy Finance Corp.³, 7.25%, 10/15/2025		55,000		43,725
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		1,010,000		1,156,853
Rockies Express Pipeline, LLC³, 5.625%, 4/15/2020		25,000		25,542
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		1,100,000		1,167,786
SemGroup Corp., 6.375%, 3/15/2025		25,000		24,188
Seven Generations Energy Ltd. (Canada)³, 5.375%, 9/30/2025		24,000		22,380
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		27,000		26,258
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.³, 5.50%, 9/15/2024		25,000		25,156
W&T Offshore, Inc.³, 9.75%, 11/1/2023		40,000		38,708
The Williams Companies, Inc., 3.75%, 6/15/2027		620,000		577,306


				4,457,395


Total Energy				4,509,814

Financials - 5.7%
Banks - 3.4%
Bank of America Corp., 4.00%, 1/22/2025		1,200,000		1,168,606
Citigroup, Inc., 8.125%, 7/15/2039		830,000		1,158,884
JPMorgan Chase & Co., 6.30%, 4/23/2019		1,160,000		1,178,786
Popular, Inc., 6.125%, 9/14/2023		40,000		40,472
Santander Holdings USA, Inc., 4.50%, 7/17/2025		790,000		772,498


				4,319,246

Capital Markets - 0.9%
LPL Holdings, Inc.³, 5.75%, 9/15/2025		45,000		43,706
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		1,160,000		1,172,238


				1,215,944

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		30,000		29,962
Navient Corp., 7.25%, 9/25/2023		30,000		31,050
SLM Corp., 5.125%, 4/5/2022		40,000		39,800


				100,812

Diversified Financial Services - 0.7%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		790,000		771,428
FS Energy & Power Fund³, 7.50%, 8/15/2023		45,000		45,630
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.³, 6.375%, 12/15/2022		45,000		45,619


				862,677

Insurance - 0.6%
Prudential Financial, Inc.⁶, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		740,000		769,970

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.³, 5.875%, 8/1/2021		30,000		30,225


Total Financials				7,298,874

Health Care - 1.2%
Health Care Providers & Services - 1.2%
DaVita, Inc., 5.00%, 5/1/2025		40,000		37,800
Fresenius Medical Care US Finance II, Inc. (Germany)³, 5.625%, 7/31/2019		1,425,000		1,447,232
HCA, Inc., 5.375%, 9/1/2026		35,000		34,738

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.³, 6.625%, 5/15/2022		25,000	$	24,025


Total Health Care				1,543,795

Industrials - 2.1%
Airlines - 0.0%##
Allegiant Travel Co., 5.50%, 7/15/2019		26,000		26,130
American Airlines Group, Inc.³, 5.50%, 10/1/2019		30,000		30,328


				56,458

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		25,000		25,250
Covanta Holding Corp., 6.00%, 1/1/2027		35,000		33,775
W/S Packaging Holdings, Inc.³, 9.00%, 4/15/2023		45,000		45,900


				104,925

Construction & Engineering - 0.0%##
Tutor Perini Corp.³, 6.875%, 5/1/2025		36,000		36,045

Industrial Conglomerates - 0.5%
General Electric Co.^6,7, (3 mo. LIBOR US + 3.330%), 5.00%		640,000		592,800

Machinery - 0.6%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		790,000		789,289

Marine - 0.0%##
Global Ship Lease, Inc. (United Kingdom)³, 9.875%, 11/15/2022		45,000		42,863

Trading Companies & Distributors - 0.7%
Aircastle Ltd., 6.25%, 12/1/2019		15,000		15,415
Fortress Transportation & Infrastructure Investors, LLC³, 6.50%, 10/1/2025		35,000		34,387
International Lease Finance Corp., 6.25%, 5/15/2019		716,000		727,420
Park Aerospace Holdings Ltd. (Ireland)³, 4.50%, 3/15/2023		44,000		41,861


				819,083

Transportation Infrastructure - 0.2%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500


Total Industrials				2,646,963

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		39,000		36,660

Materials - 0.6%
Chemicals - 0.1%
LSB Industries, Inc. ³, 9.625%, 5/1/2023		45,000		46,688

Metals & Mining - 0.5%
Corp Nacional del Cobre de Chile (Chile)³, 5.625%, 9/21/2035		475,000		503,438
Mountain Province Diamonds, Inc. (Canada)³, 8.00%, 12/15/2022		65,000		65,975
Northwest Acquisitions ULC - Dominion Finco, Inc.³, 7.125%, 11/1/2022		65,000		65,445
Southern Copper Corp. (Peru), 5.375%, 4/16/2020		30,000		30,815


				665,673


Total Materials				712,361

Real Estate - 0.7%
Equity Real Estate Investment Trusts (REITS) - 0.7%
American Homes 4 Rent LP, 4.25%, 2/15/2028		820,000		775,093
Greystar Real Estate Partners, LLC³, 5.75%, 12/1/2025		40,000		38,800
GTP Acquisition Partners I LLC³, 2.35%, 6/15/2020		95,000		92,883
iStar, Inc., 5.25%, 9/15/2022		34,000		32,895


Total Real Estate				939,671

Utilities - 0.1%
Gas Utilities - 0.1%
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		40,000		36,400

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power and Renewable Electricity Producers - 0.0%##
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		25,000	$	23,250


Total Utilities				59,650


TOTAL CORPORATE BONDS
(Identified Cost $24,608,086)				23,882,693


MUTUAL FUNDS - 0.7%

iShares iBoxx High Yield Corporate Bond ETF		7,110		599,729
iShares Russell 1000 Value ETF		1,500		180,135
iShares U.S. Real Estate ETF		500		39,055


TOTAL MUTUAL FUNDS
(Identified Cost $833,827)				818,919


U.S. TREASURY SECURITIES - 26.4%

U.S. Treasury Bonds - 3.7%
U.S. Treasury Bond, 6.25%, 5/15/2030		1,009,000		1,306,300
U.S. Treasury Bond, 4.75%, 2/15/2037		1,504,000		1,810,793
U.S. Treasury Bond, 2.50%, 2/15/2045		1,172,000		987,822
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		728,000		646,640


Total U.S. Treasury Bonds
(Identified Cost $5,157,621)				4,751,555


U.S. Treasury Notes - 22.7%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		6,486,484		6,375,927
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		712,996		686,442
U.S. Treasury Note, 1.625%, 4/30/2019		7,601,000		7,568,636
U.S. Treasury Note, 1.125%, 7/31/2021		2,183,000		2,079,478
U.S. Treasury Note, 2.00%, 7/31/2022		4,620,000		4,462,451
U.S. Treasury Note, 1.625%, 4/30/2023		2,665,000		2,513,324
U.S. Treasury Note, 2.125%, 5/15/2025		2,725,000		2,572,570
U.S. Treasury Note, 1.625%, 5/15/2026		2,835,000		2,555,487


Total U.S. Treasury Notes
(Identified Cost $29,035,803)				28,814,315


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $34,193,424)				33,565,870


	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES - 3.5%

Capital One Multi-Asset Execution Trust, Series 2016-A4, Class A4, 1.33%, 6/15/2022		200,000		197,495
Cazenovia Creek Funding II LLC, Series 2018-1A, Class A³, 3.561%, 7/15/2030		337,593		336,093
Chesapeake Funding II LLC, Series 2016-2A, Class A1³, 1.88%, 6/15/2028		174,957		174,082
Chesapeake Funding II LLC, Series 2017-2A, Class A1³, 1.99%, 5/15/2029		109,905		108,786
Chesapeake Funding II LLC, Series 2017-4A, Class A1³, 2.12%, 11/15/2029		288,436		284,594
Colony American Homes, Series 2015-1A, Class A^3,4, (1 mo. LIBOR US + 1.200%), 3.487%, 7/17/2032		222,210		222,210
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A³, 2.56%, 10/15/2025		255,000		253,659
GM Financial Automobile Leasing Trust, Series 2016-3, Class A4, 1.78%, 5/20/2020		225,000		223,931
Invitation Homes Trust, Series 2017-SFR2, Class A^3,4, (1 mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		79,410		79,484
Invitation Homes Trust, Series 2017-SFR2, Class B^3,4, (1 mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		60,000		60,395
Progress Residential Trust, Series 2017-SFR2, Class A³, 2.897%, 12/1/2034		150,000		144,576
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/1/2025		477,360		464,131
SoFi Consumer Loan Program LLC, Series 2016-5, Class A³, 3.06%, 9/25/2028		181,436		180,660

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

SoFi Consumer Loan Program LLC, Series 2017-5, Class A1³, 2.14%, 9/25/2026		101,929	$	101,452
SoFi Professional Loan Program LLC, Series 2015-D, Class A2³, 2.72%, 10/27/2036		101,052		99,262
SoFi Professional Loan Program LLC, Series 2016-B, Class A2B³, 2.74%, 10/25/2032		87,832		86,349
SoFi Professional Loan Program LLC, Series 2016-E, Class A2B³, 2.49%, 1/25/2036		280,000		273,138
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A³, 1.55%, 3/26/2040		44,460		44,107
SoFi Professional Loan Program LLC, Series 2017-F, Class A1FX³, 2.05%, 1/25/2041		66,693		66,001
SoFi Professional Loan Program LLC, Series 2017-F, Class A2FX³, 2.84%, 1/25/2041		75,000		72,717
SoFi Professional Loan Program LLC, Series 2018-A, Class A2A³, 2.39%, 2/25/2042		131,997		130,622
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX³, 3.08%, 1/25/2048		423,595		422,351
Tricon American Homes Trust, Series 2016-SFR1, Class A³, 2.589%, 11/1/2033		220,054		211,898
Tricon American Homes Trust, Series 2017-SFR2, Class A³, 2.928%, 1/1/2036		199,787		190,664
World Omni Automobile Lease Securitization Trust, Series 2016-A, Class A3, 1.45%, 8/15/2019		47,320		47,219


TOTAL ASSET-BACKED SECURITIES (Identified Cost $4,539,832)				4,475,876


COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.1%

BWAY Mortgage Trust, Series 2015-1740, Class A³, 2.917%, 1/1/2035		567,000		540,992
Caesars Palace Las Vegas Trust, Series 2017-VICI, Class A³, 3.531%, 10/1/2034		260,000		259,424
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/1/2048		545,000		528,676
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^3,8, 2.50%, 5/1/2043		155,769		143,619
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^3,8, 2.13%, 2/1/2043		100,827		91,385
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047		324,518		320,218
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044		403,681		409,303
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044		422,687		434,922
FREMF Mortgage Trust, Series 2011-K13, Class B^3,8, 4.768%, 1/1/2048		321,504		328,556
FREMF Mortgage Trust, Series 2013-K712, Class B^3,8, 3.358%, 5/1/2045		135,000		134,778
FREMF Mortgage Trust, Series 2013-K713, Class B^3,8, 3.263%, 4/1/2046		300,000		298,750
FREMF Mortgage Trust, Series 2014-K41, Class B^3,8, 3.832%, 11/1/2047		273,000		267,352
FREMF Mortgage Trust, Series 2014-K503, Class B^3,8, 3.139%, 10/1/2047		300,000		298,992
FREMF Mortgage Trust, Series 2014-K716, Class B^3,8, 3.949%, 8/1/2047		451,000		453,827
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^3,8, 3.495%, 12/1/2034		305,000		304,056
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^3,8, 3.495%, 12/1/2034		1,290,000		1,280,431
Government National Mortgage Association, Series 2012-113, Class PY, 2.50%, 9/1/2042		250,000		219,630
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056		323,177		296,067
JP Morgan Mortgage Trust, Series 2013-2, Class A2^3,8, 3.50%, 5/1/2043		87,007		83,964
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^3,8, 3.00%, 6/1/2029		114,130		111,798
JP Morgan Mortgage Trust, Series 2017-2, Class A5^3,8, 3.50%, 5/1/2047		328,224		321,338

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

JP Morgan Mortgage Trust, Series 2017-2, Class A6^3,8, 3.00%, 5/1/2047			352,536	$	338,105
JP Morgan Mortgage Trust, Series 2017-3, Class 1A3^3,8, 3.50%, 8/1/2047			328,439		315,533
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^3,8, 3.50%, 8/1/2047			418,805		410,282
JP Morgan Mortgage Trust, Series 2017-6, Class A3^3,8, 3.50%, 12/1/2048			229,613		220,447
JP Morgan Mortgage Trust, Series 2017-6, Class A5^3,8, 3.50%, 12/1/2048			269,420		263,769
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^3,8, 3.75%, 11/1/2054			98,947		98,433
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^3,8, 3.75%, 8/1/2055			109,067		108,392
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^3,8, 3.75%, 11/1/2056			142,839		141,765
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/1/2025			104,485		100,720
Sequoia Mortgage Trust, Series 2013-8, Class A1⁸, 3.00%, 6/1/2043			121,117		113,485
Starwood Retail Property Trust, Series 2014-STAR, Class A^3,4, (1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027			259,773		259,808
Towd Point Mortgage Trust, Series 2016-5, Class A1^3,8, 2.50%, 10/1/2056			233,450		226,644
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A4^3,8, 4.869%, 2/1/2044			346,980		355,733
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^3,8, 3.50%, 1/1/2045			120,742		117,559
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^3,8, 3.50%, 3/1/2045			101,502		101,236


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $10,566,536)					10,299,989


FOREIGN GOVERNMENT BONDS - 1.9%

Canada Housing Trust No. 1 (Canada)³, 4.10%, 12/15/2018	CAD		27,000		20,561
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		33,000		25,357
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			1,000,000		983,540
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			600,000		591,309
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		733,000		35,746
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		275,000		12,868
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		504,000		23,164
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		92,000		4,128
Province of Ontario (Canada), 1.25%, 6/17/2019			206,000		204,043
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		60,000		43,446
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			504,000		497,051


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $2,480,934)					2,441,213


U.S. GOVERNMENT AGENCIES - 11.1%

Mortgage-Backed Securities - 11.1%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			17,611		17,911
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			21,257		21,621
Fannie Mae, Pool #MA3463, 4.00%, 9/1/2033			365,989		372,979
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			90,788		93,425
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			89,673		92,280
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			68,984		75,306
Fannie Mae, Pool #890294, 5.50%, 1/1/2039			87,775		93,983
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039			45,745		48,947
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039			50,264		54,740
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039			110,774		114,714
Fannie Mae, Pool #890326, 5.50%, 1/1/2040			92,117		98,590

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

Investment Portfolio - October 31, 2018


BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		64,935	$	70,652
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		89,601		97,748
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		142,133		146,996
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		78,086		78,677
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044		659,533		644,775
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		120,622		124,698
Fannie Mae, Pool #AZ2001, 3.50%, 5/1/2045		304,712		297,950
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		111,754		112,097
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		255,240		249,527
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		200,237		195,693
Fannie Mae, Pool #BC2098, 4.00%, 6/1/2046		123,356		123,491
Fannie Mae, Pool #AS7800, 3.00%, 8/1/2046		558,078		528,498
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046		327,281		309,968
Fannie Mae, Pool #BD6987, 4.00%, 10/1/2046		142,240		142,345
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		97,494		97,568
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		133,372		137,565
Fannie Mae, Pool #MA3148, 3.50%, 10/1/2047		722,264		703,551
Fannie Mae, Pool #BJ1323, 3.50%, 11/1/2047		615,098		599,608
Fannie Mae, Pool #MA3184, 4.50%, 11/1/2047		492,182		504,391
Fannie Mae, Pool #MA3334, 4.50%, 4/1/2048		514,463		527,241
Fannie Mae, Pool #CA1720, 5.00%, 5/1/2048		726,938		759,579
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048		731,020		763,770
Fannie Mae, Pool #BM4322, 4.00%, 7/1/2048		622,024		623,124
Fannie Mae, Pool #CA2056, 4.50%, 7/1/2048		739,233		757,829
Fannie Mae, Pool #BK9366, 4.50%, 8/1/2048		146,272		149,905
	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048		283,118		295,788
Fannie Mae, Pool #MA3527, 5.00%, 11/1/2048		622,000		649,804
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049		158,901		169,198
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		120,092		123,672
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		42,128		46,315
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		40,057		42,989
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		35,904		38,507
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		157,490		163,188
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		159,046		164,794
Freddie Mac, Pool #G60334, 4.50%, 10/1/2041		132,848		137,647
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		229,561		225,502
Freddie Mac, Pool #Q24752, 3.50%, 2/1/2044		184,461		181,180
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		126,107		126,356
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		237,242		237,580
Freddie Mac, Pool #G60636, 4.00%, 1/1/2046		180,514		180,854
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		273,098		266,708
Freddie Mac, Pool #Q45878, 3.00%, 12/1/2046		325,175		308,028
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		203,818		209,653
Freddie Mac, Pool #Q55506, 4.50%, 4/1/2048		721,059		738,896


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $14,506,210)				14,138,401


SHORT-TERM INVESTMENT - 1.4%

Dreyfus Government Cash Management, Institutional Shares⁹, 2.05%,
(Identified Cost $1,770,901)		1,770,901		1,770,901

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

Investment Portfolio - October 31, 2018

BLENDED ASSET CONSERVATIVE SERIES

VALUE

(NOTE 2)

TOTAL INVESTMENTS IN SECURITIES - 99.8%
(Identified Cost $129,111,771)

126,863,580

TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $19,579)

(29,378

)

TOTAL INVESTMENTS - 99.8%

126,834,202

OTHER ASSETS, LESS LIABILITIES - 0.2%

212,125

NET ASSETS - 100%

127,046,327

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE			NOTIONAL AMOUNT² (000)		VALUE
Call
Booking Holdings, Inc.		1		11/09/2018		$	1,960.00		187		$	(4,000	)
Qorvo, Inc.		18		11/16/2018			77.50		132			(3,870	)
Alphabet, Inc. - Class C		1		11/23/2018			1,110.00		108			(2,200	)


												(10,070	)

Put
lululemon Athletica, Inc.		9		11/09/2018			149.00		127			(7,335	)
Mastercard, Inc. - Class A		9		11/09/2018			197.50		178			(3,510	)
Medtronic plc		21		11/16/2018			90.00		189			(3,045	)
Microsoft Corp.		18		11/16/2018			100.00		192			(1,638	)
Qorvo, Inc.		27		11/16/2018			67.50		198			(3,780	)


												(19,308	)

TOTAL EXCHANGE-TRADED OPTIONS WRITTEN											$	(29,378	)

* Non-income producing security.

## Less than 0.1%.

¹ A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $909,568.

² Amount is stated in USD unless otherwise noted.

³ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $14,875,688, or 11.7% of the Series’ net assets as of October 31, 2018.

⁴ Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵ Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

⁶ Variable 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, 2018.

⁷ Security is perpetual in nature and has no stated maturity date.

⁸ Variable or floating rate security, the interest rate of which 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, 2018.

⁹Rate shown is the current yield as of October 31, 2018.

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

Investment Portfolio - October 31, 2018

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

Statement of Assets and Liabilities - Blended Asset Conservative Series

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $129,111,771) (Note 2)	$	126,863,580
Receivable for securities sold		1,846,602
Interest receivable		545,154
Receivable for fund shares sold		75,336
Dividends receivable		17,731
Foreign tax reclaims receivable		7,331
Prepaid and other expenses		168


TOTAL ASSETS		129,355,902


LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		28,273
Accrued management fees (Note 3)		12,429
Accrued Chief Compliance Officer service fees (Note 3)		401
Options written, at value (premiums received $19,579) (Note 2)		29,378
Payable for securities purchased		2,189,595
Payable for fund shares repurchased		563
Other payables and accrued expenses		48,936


TOTAL LIABILITIES		2,309,575


TOTAL NET ASSETS	$	127,046,327


NET ASSETS CONSIST OF:

Capital stock	$	119,012
Additional paid-in-capital		129,163,072
Total distributable earnings (loss)		(2,235,757	)


TOTAL NET ASSETS	$	127,046,327

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($127,046,327/ 11,901,155 shares)	$	10.68

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

Statement of Operations - Blended Asset Conservative Series

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	2,406,794
Dividends (net of foreign taxes withheld, $18,368)		645,178


Total Investment Income		3,051,972


EXPENSES:

Management fees (Note 3)		473,129
Fund accounting and administration fees (Note 3)		85,075
Directors’ fees (Note 3)		8,858
Chief Compliance Officer service fees (Note 3)		4,394
Audit fees		45,501
Custodian fees		22,270
Miscellaneous		23,404


Total Expenses		662,631
Less reduction of expenses (Note 3)		(130,360	)


Net Expenses		532,271


NET INVESTMENT INCOME		2,519,701


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments in securities		(1,376,062	)
Options written		84,764
Foreign currency and translation of other assets and liabilities		(733	)


		(1,292,031	)


Net change in unrealized appreciation (depreciation) on-
Investments in securities		(2,052,876	)
Options written		(9,799	)
Foreign currency and translation of other assets and liabilities		(96	)


		(2,062,771	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(3,354,802	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(835,101	)

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

Statements of Changes in Net Assets - Blended Asset Conservative Series


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/13/17¹TO 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,519,701		$	48,573
Net realized gain (loss) on investments and foreign currency		(1,292,031	)		(13,218	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(2,062,771	)		(195,366	)


Net decrease from operations		(835,101	)		(160,011	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class R6		(1,240,645	)		—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		28,346,171			100,935,913


Net increase in net assets		26,270,425			100,775,902

NET ASSETS:

Beginning of period		100,775,902			—


End of period	$	127,046,327		$	100,775,902

¹Commencement of operations.

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

Financial Highlights - Blended Asset Conservative Series - Class R6


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/13/17¹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.85		$	10.87
Income (loss) from investment operations:
Net investment income²		0.23			0.01
Net realized and unrealized loss on investments		(0.29	)		(0.03	)


Total from investment operations		(0.06	)		(0.02	)


Less distributions to shareholders:
From net investment income		(0.11	)		—


Net asset value - End of period	$	10.68		$	10.85


Net assets - End of period (000’s omitted)	$	127,046		$	100,776


Total return³		(0.52	%)		(0.18	%)
Ratios (to average net assets)/Supplemental Data:
Expenses		0.45	%		0.45	%⁴
Net investment income		2.13	%		0.99	%⁴
Series portfolio turnover		71	%		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 amounts:
		0.11	%		1.21	%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 waived during the periods. Periods less than one year are not annualized.

⁴ Annualized.

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

Performance Update as of October 31, 2018 - Blended Asset Moderate Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 2018
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Blended Moderate Series - Class R6³		-1.25	%		-1.37	%
Bloomberg Barclays U.S. Aggregate Bond Index⁴		-2.05	%		-2.21	%
30/10/60 Blended Index⁵		-0.01	%		0.04	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended Asset Moderate Series - Class R6 from its inception2 (October 13, 2017) to present (October 31, 2018) to the Bloomberg Barclays U.S. Aggregate Bond Index and the 30/10/60 Blended Index.

LOGO

² Performance numbers for the Series and Indices are calculated from October 13, 2017, 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 ended October 31, 2018, this net expense ratio was 0.50% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.62% for Class R for the year ended October 31, 2018.

⁴ 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.

⁵ The 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 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.

Shareholder Expense Example - Blended Asset Moderate Series

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD* 5/1/18-10/31/18
Actual	$1,000.00	$992.86	$2.51
Hypothetical (5% return before expenses)	$1,000.00	$1,022.68	$2.55

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.50%, 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.

Portfolio Composition - Blended Asset Moderate Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care			8.5%
Financials			7.2%
Information Technology			6.3%
Consumer Discretionary			5.6%
Communication Services			5.3%
Consumer Staples			5.1%
Energy			4.9%
Industrials			3.7%
Real Estate			3.6%
Materials			2.0%
Utilities			0.1%

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


Top Ten Stock Holdings⁵
Qorvo, Inc.			1.2%
Incyte Corp.			1.1%
Booking Holdings, Inc.			1.1%
Medtronic plc			1.1%
Mastercard, Inc. - Class A			1.1%
Visa, Inc. - Class A			1.0%
Microsoft Corp.			1.0%
Anheuser-Busch InBev S.A./N.V. (Belgium)			1.0%
Novartis AG - ADR (Switzerland)			1.0%
Tencent Holdings Ltd. - Class H (China)			0.8%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 37.1%

Communication Services - 3.3%
Diversified Telecommunication Services - 0.6%
Orange S.A. (France)		485	$	7,570
Telefonica Brasil S.A. (Brazil)		500		5,789
Zayo Group Holdings, Inc.*		21,540		643,615


				656,974

Entertainment - 0.6%
Electronic Arts, Inc.*¹		6,610		601,378
NetEase, Inc. - ADR (China)		95		19,746
Nexon Co. Ltd. (Japan)*		1,730		19,735
Toho Co. Ltd. -Tokyo (Japan)		300		9,788
Vivendi S.A. (France)		240		5,788


				656,435

Interactive Media & Services - 1.7%
Alphabet, Inc. - Class A*		390		425,326
Alphabet, Inc. - Class C*		590		635,293
Tencent Holdings Ltd. - Class H (China)		27,053		926,816


				1,987,435

Media - 0.4%
Hakuhodo DY Holdings, Inc. (Japan)		600		10,007
Quebecor, Inc. - Class B (Canada)		11,650		228,496
Shaw Communications, Inc. - Class B (Canada)		12,355		230,029


				468,532

Wireless Telecommunication Services - 0.0%##
KDDI Corp. (Japan)		900		21,780
NTT DOCOMO, Inc. (Japan)		800		19,839


				41,619


Total Communication Services				3,810,995

Consumer Discretionary - 3.7%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)²		21,100		15,238
NGK Spark Plug Co. Ltd. (Japan)		500		10,118


				25,356

Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		9,000		17,343
Isuzu Motors Ltd. (Japan)		800		10,488
Peugeot S.A. (France)		125		2,971
Renault S.A. (France)		60		4,480
Suzuki Motor Corp. (Japan)		500		24,933


				60,215

Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		26,000		11,284
China Yuhua Education Corp. Ltd. (China)²		40,000		16,129
Fu Shou Yuan International Group Ltd. (China)		33,000		25,361
New Oriental Education & Technology Group, Inc. - ADR (China)*		395		23,111
TAL Education Group - ADR (China)*		305		8,839
Wisdom Education International Holdings Co. Ltd. (China)		26,000		11,701


				96,425

Hotels, Restaurants & Leisure - 0.0%##
Accor S.A. (France)		515		23,531
Basic-Fit N.V. (Netherlands)*²		520		14,972


				38,503

Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		700		11,008
Techtronic Industries Co. Ltd. (Hong Kong)		2,500		11,772


				22,780

Internet & Direct Marketing Retail - 2.1%
Alibaba Group Holding Ltd. - ADR (China)*		4,990		709,981
Amazon.com, Inc.*		240		383,522
Booking Holdings, Inc.*		700		1,312,206
Despegar.com Corp. (Argentina)*		430		6,910


				2,412,619

Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		600		21,345
Yamaha Corp. (Japan)		500		21,972


				43,317

Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		1,440		9,145
Lojas Americanas S.A. (Brazil)		1,000		5,001
Lojas Renner S.A. (Brazil)		630		6,379
Magazine Luiza S.A. (Brazil)		100		4,525
Next plc (United Kingdom)		155		10,297


				35,347

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 0.5%
Industria de Diseno Textil S.A. (Spain)		18,100	$	510,140
Nitori Holdings Co. Ltd. (Japan)		100		13,057
USS Co. Ltd. (Japan)		600		10,819


				534,016

Textiles, Apparel & Luxury Goods - 0.8%
ANTA Sports Products Ltd. (China)		4,000		16,514
Burberry Group plc (United Kingdom)		465		10,760
Hermes International (France)		20		11,418
Kering S.A. (France)		20		8,890
lululemon athletica, Inc.*		6,200		872,526
LVMH Moet Hennessy Louis Vuitton SE (France)		70		21,238
Moncler S.p.A (Italy)		305		10,592


				951,938


Total Consumer Discretionary				4,220,516

Consumer Staples - 5.1%
Beverages - 3.0%
Ambev S.A. - ADR (Brazil)		113,415		491,086
Ambev S.A. (Brazil)		3,600		15,710
Anheuser-Busch InBev S.A./N.V. (Belgium)		15,230		1,126,425
The Coca-Cola Co.		9,620		460,606
Diageo plc (United Kingdom)		25,810		892,291
Fomento Economico Mexicano SAB de C.V. (Mexico)		1,100		9,370
PepsiCo, Inc.		4,070		457,387
Pernod Ricard S.A. (France)		60		9,149
Treasury Wine Estates Ltd. (Australia)		3,230		34,766


				3,496,790

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		1,200		4,892
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		400		14,462
Tsuruha Holdings, Inc. (Japan)		100		10,437
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		7,100		18,154
Wesfarmers Ltd. (Australia)		325		10,763


				58,708

Food Products - 1.2%
Barry Callebaut AG (Switzerland)		5		9,773
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		3		20,683
Danone S.A. (France)		605		42,842
Grupo Bimbo S.A.B. de C.V. - Series A(Mexico)		3,935		7,357
Kerry Group plc - Class A (Ireland)		300		30,700
Kikkoman Corp. (Japan)		400		21,915
Mondelez International, Inc. - Class A		15,875		666,432
Nestle S.A. (Switzerland)		6,590		556,348


				1,356,050

Household Products - 0.0%##
Henkel AG & Co. KGaA (Germany)		105		10,286
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		9,900		14,265
Lion Corp. (Japan)		800		15,041


				39,592

Personal Products - 0.8%
Beiersdorf AG (Germany)		425		43,944
Kao Corp. (Japan)		200		13,304
Kobayashi Pharmaceutical Co. Ltd. (Japan)		200		13,044
L’Oreal S.A. (France)		100		22,531
Unilever plc - ADR (United Kingdom)		14,755		781,720


				874,543

Tobacco - 0.0%##
British American Tobacco plc - ADR (United Kingdom)		570		24,738
KT&G Corp. (South Korea)		120		10,701
Swedish Match AB (Sweden)		215		10,952


				46,391


Total Consumer Staples				5,872,074

Energy - 2.0%
Energy Equipment & Services - 1.7%
Core Laboratories N.V		175		14,917
Diamond Offshore Drilling, Inc.*		17,630		249,993
Ensco plc - Class A		40,035		285,850
Schlumberger Ltd.¹		17,615		903,826
Transocean Ltd.*		41,350		455,264


				1,909,850

Oil, Gas & Consumable Fuels - 0.3%
Cameco Corp. (Canada)		1,315		14,096
Canadian Natural Resources Ltd. (Canada)		800		21,950

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
China Petroleum & Chemical Corp. - Class H (China)		28,000	$	22,808
Eni S.p.A. (Italy)		1,285		22,821
Galp Energia SGPS S.A. (Portugal)		2,585		44,948
Repsol S.A. (Spain)		2,160		38,597
Royal Dutch Shell plc - Class B - ADR (Netherlands)		705		46,326
SK Innovation Co. Ltd. (South Korea)		95		17,829
Suncor Energy, Inc. (Canada)		620		20,798
TOTAL S.A. (France)		645		37,845
Vermilion Energy, Inc. (Canada)		830		22,010
Woodside Petroleum Ltd. (Australia) .		940		23,143


				333,171


Total Energy				2,243,021

Financials - 2.5%
Banks - 0.3%
Banco Bradesco S.A. (Brazil)		1,700		15,577
Banco Comercial Portugues S.A. (Portugal)*		59,645		16,044
Banco do Brasil S.A. (Brazil)		700		8,022
Banco Santander Brasil S.A. (Brazil)		600		6,804
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		340		13,699
Bankia S.A. (Spain)		7,185		22,568
Bankinter S.A. (Spain)		2,885		23,637
BNP Paribas S.A. (France)		305		15,895
CaixaBank S.A. (Spain)		9,510		38,484
Credit Agricole S.A. (France)		350		4,483
Erste Group Bank AG (Austria)		375		15,265
FinecoBank Banca Fineco S.p.A. (Italy)		3,090		32,295
Itau Unibanco Holding S.A. (Brazil)		1,200		15,845
Itausa - Investimentos Itau S.A. (Brazil)		2,500		7,524
Jyske Bank A/S (Denmark)		335		13,678
KBC Group N.V. (Belgium)		220		15,161
Societe Generale S.A. (France)		200		7,332
Sydbank A/S (Denmark)		490		11,318


				283,631

Capital Markets - 1.8%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		1,100		7,889
BlackRock, Inc		1,590		654,157
Cboe Global Markets, Inc		2,160		243,756
The Charles Schwab Corp		9,455		437,199
CME Group, Inc		1,230		225,385
E*TRADE Financial Corp		4,360		215,471
Intercontinental Exchange, Inc		2,990		230,350
Japan Exchange Group, Inc. (Japan)		900		16,120
Julius Baer Group Ltd. (Switzerland)		1,280		58,374


				2,088,701

Diversified Financial Services - 0.4%
Berkshire Hathaway, Inc. - Class B*		2,090		429,035

Insurance - 0.0%##
Admiral Group plc (United Kingdom)		415		10,668
AXA S.A. (France)		535		13,389
BB Seguridade Participacoes S.A. (Brazil)		800		5,725


				29,782

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		405		15,066


Total Financials				2,846,215

Health Care - 7.9%
Biotechnology - 3.0%
BioMarin Pharmaceutical, Inc.*		7,215		665,007
Incyte Corp.*		20,320		1,317,142
Regeneron Pharmaceuticals, Inc.*		1,675		568,227
Seattle Genetics, Inc.*		10,380		582,629
Vertex Pharmaceuticals, Inc.*		1,855		314,348


				3,447,353

Health Care Equipment & Supplies - 1.2%
Coloplast A/S - Class B (Denmark)		220		20,529
EssilorLuxottica (France)		150		20,487
Hoya Corp. (Japan)		200		11,315
Medtronic plc		13,790		1,238,618
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		16,000		14,332
Smith & Nephew plc (United Kingdom)		640		10,403
Sonova Holding AG (Switzerland)		65		10,600
Terumo Corp. (Japan)		400		21,593
William Demant Holding A/S (Denmark)*		320		10,519


				1,358,396

Health Care Providers & Services - 0.6%
DaVita, Inc.*		10,240		689,562

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.*		360	$	13,068
QIAGEN N.V.*		520		18,875
Tecan Group AG (Switzerland)		35		7,896


				39,839

Pharmaceuticals - 3.1%
Astellas Pharma, Inc. (Japan)		700		10,815
Bristol-Myers Squibb Co.¹		8,710		440,203
Chugai Pharmaceutical Co. Ltd. (Japan)		400		23,419
Johnson & Johnson		6,220		870,738
Merck & Co., Inc.		7,410		545,450
Merck KGaA (Germany)		4,455		476,697
Novartis AG - ADR (Switzerland)		12,575		1,099,810
Novartis AG (Switzerland)		460		40,283
Novo Nordisk A/S - Class B (Denmark)		240		10,365
Perrigo Co. plc		555		39,016
Sanofi (France)		280		25,021


				3,581,817


Total Health Care				9,116,967

Industrials - 1.8%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		150		16,577
BAE Systems plc (United Kingdom) .		3,830		25,681
MTU Aero Engines AG (Germany)		50		10,617
Safran S.A. (France)		85		10,984
Thales S.A. (France)		25		3,193


				67,052

Air Freight & Logistics - 0.6%
FedEx Corp.¹		3,070		676,444

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		155		12,834

Building Products - 0.0%##
Cie de Saint-Gobain (France)		120		4,521
TOTO Ltd. (Japan)		300		10,733


				15,254

Commercial Services & Supplies - 0.0%##
China Everbright International Ltd. (China)		1,296		1,037
Secom Co. Ltd. (Japan)		100		8,187


				9,224

Construction & Engineering - 0.0%##
FLSmidth & Co. A/S (Denmark)		60		3,148
Vinci S.A. (France)		430		38,270


				41,418

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		145		10,485

Industrial Conglomerates - 0.0%##
Siemens AG (Germany)		260		29,886

Machinery - 0.2%
Epiroc AB - Class A (Sweden)*		2,100		18,441
FANUC Corp. (Japan)		100		17,397
Hoshizaki Corp. (Japan)		200		16,144
Hyundai Heavy Industries Co. Ltd. (South Korea)*		145		15,950
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		190		15,759
Jungheinrich AG (Germany)		455		15,075
KION Group AG (Germany)		395		23,082
Kone OYJ - Class B (Finland)		215		10,465
Makita Corp. (Japan)		300		10,372
Metso OYJ (Finland)		585		18,469
MISUMI Group, Inc. (Japan)		500		10,020
Samsung Heavy Industries Co. Ltd. (South Korea)*		1,275		7,822
Schindler Holding AG (Switzerland)		105		22,141
WEG S.A. (Brazil)		1,000		4,839
The Weir Group plc (United Kingdom)		2,180		44,116


				250,092

Professional Services - 0.4%
Equifax, Inc.		4,150		420,976
Experian plc (United Kingdom)		455		10,465
Recruit Holdings Co. Ltd. (Japan)		900		24,156
Teleperformance (France)		60		9,881
Wolters Kluwer N.V. (Netherlands)		175		9,928


				475,406

Road & Rail - 0.4%
Canadian National Railway Co. (Canada)		130		11,113
Genesee & Wyoming, Inc. - Class A*		5,640		446,857


				457,970

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		620		15,307
Brenntag AG (Germany)		250		13,056

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Trading Companies & Distributors (continued)
Kanamoto Co. Ltd. (Japan)		500	$	16,708


				45,071

Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		1,800		9,427
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		105		8,702


				18,129


Total Industrials				2,109,265

Information Technology - 6.3%
Electronic Equipment, Instruments & Components -0.1%
Halma plc (United Kingdom)		930		15,784
Hexagon A.B. - Class B (Sweden)		465		22,759
Keyence Corp. (Japan)		100		48,852
Yokogawa Electric Corp. (Japan)		500		9,817


				97,212

IT Services - 3.2%
Amadeus IT Group S.A. (Spain)		130		10,468
Amdocs Ltd.		730		46,187
Capgemini SE (France)		40		4,884
InterXion Holding N.V. (Netherlands)*		8,445		497,157
LiveRamp Holdings, Inc.*		14,040		641,347
Mastercard, Inc. - Class A		6,220		1,229,507
Nomura Research Institute Ltd. (Japan)		500		22,167
Obic Co. Ltd. (Japan)		300		27,312
Otsuka Corp. (Japan)		300		9,951
Visa, Inc. - Class A		8,650		1,192,402


				3,681,382

Semiconductors & Semiconductor Equipment - 1.6%
Qorvo, Inc.*		18,510		1,360,670
Skyworks Solutions, Inc.		5,320		461,563


				1,822,233

Software - 1.4%
Check Point Software Technologies Ltd. (Israel)*		195		21,645
Dassault Systemes S.E. (France)		35		4,381
Microsoft Corp.		11,090		1,184,523
Oracle Corp. (Japan)		200		13,538
SAP SE (Germany)		100		10,707
ServiceNow, Inc.*		2,375		429,970
Trend Micro, Inc. (Japan)		400		23,026


				1,687,790


Total Information Technology				7,288,617

Materials - 1.6%
Chemicals - 0.2%
Air Liquide S.A. (France)		110		13,297
Akzo Nobel N.V. (Netherlands)		460		38,624
Asahi Kasei Corp. (Japan)		900		10,799
Croda International plc (United Kingdom)		366		22,544
FUCHS PETROLUB S.E. (Germany)		9		417
Givaudan S.A. (Switzerland)		5		12,120
Mexichem S.A.B. de C.V. (Mexico)		6,950		18,178
Nissan Chemical Corp. (Japan)		200		9,430
Novozymes A/S - Class B (Denmark)		220		10,865
Solvay S.A. (Belgium)		315		35,881


				172,155

Containers & Packaging - 1.3%
Ball Corp		20,260		907,648
DS Smith plc (United Kingdom)		4,627		23,216
Sealed Air Corp.		17,590		569,212


				1,500,076

Metals & Mining - 0.1%
Antofagasta plc (Chile)		3,760		37,637
First Quantum Minerals Ltd. (Zambia)		2,415		24,105
Lundin Mining Corp. (Chile)		5,380		22,109
Southern Copper Corp. (Peru)		605		23,196


				107,047


Total Materials				1,779,278

Real Estate - 2.9%
Equity Real Estate Investment Trusts (REITS) - 2.9%
Acadia Realty Trust		365		10,164
Agree Realty Corp.		205		11,740
Alexandria Real Estate Equities Inc.		85		10,390
American Campus Communities Inc.		270		10,668
American Homes 4 Rent - Class A		1,935		40,770
American Tower Corp.		2,975		463,535
Americold Realty Trust		365		9,034
Apartment Investment & Management Co. - Class A		735		31,634

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Apple Hospitality REIT, Inc.		1,040	$	16,817
AvalonBay Communities, Inc.		450		78,921
Boston Properties, Inc.		505		60,984
Brandywine Realty Trust		2,505		35,220
CatchMark Timber Trust, Inc. - Class A		1,277		11,301
Chesapeake Lodging Trust		545		16,018
Colony Capital, Inc.		2,270		13,325
Community Healthcare Trust, Inc.		615		18,278
CoreCivic, Inc.		1,215		27,289
Cousins Properties, Inc.		4,370		36,315
Crown Castle International Corp.		275		29,904
CubeSmart		290		8,404
Digital Realty Trust, Inc.		510		52,663
EastGroup Properties, Inc.		90		8,621
Equinix, Inc.		1,625		615,452
Equity LifeStyle Properties, Inc.		225		21,305
Equity Residential		985		63,986
Essex Property Trust, Inc.		165		41,379
Extra Space Storage, Inc.		230		20,714
Federal Realty Investment Trust		80		9,924
First Industrial Realty Trust, Inc.		520		15,964
Getty Realty Corp.		605		16,232
HCP, Inc.		1,155		31,820
Healthcare Realty Trust, Inc.		725		20,198
Healthcare Trust of America, Inc. - Class A		830		21,796
Hibernia REIT plc (Ireland)		11,455		18,034
Host Hotels & Resorts, Inc.		2,150		41,086
Independence Realty Trust, Inc.		1,865		18,482
Invitation Homes, Inc.		1,685		36,868
Jernigan Capital, Inc.		1,050		20,548
Kimco Realty Corp		960		15,446
Lamar Advertising Co. - Class A		185		13,564
Lexington Realty Trust		1,920		14,918
Liberty Property Trust		820		34,333
The Macerich Co.		145		7,485
Mid-America Apartment Communities, Inc.		340		33,221
National Retail Properties, Inc.		360		16,830
National Storage Affiliates Trust		315		8,388
Outfront Media, Inc.		575		10,189
Physicians Realty Trust		2,535		42,030
Plymouth Industrial REIT, Inc.		765		10,710
Prologis, Inc.		1,260		81,232
Public Storage		250		51,368
Realty Income Corp.		175		10,547
SBA Communications Corp.*		2,850		462,184
Simon Property Group, Inc.		615		112,865
STAG Industrial, Inc.		815		21,565
STORE Capital Corp.		350		10,160
Sun Communities, Inc.		430		43,202
Sunstone Hotel Investors, Inc		1,705		24,671
Tier REIT, Inc.		1,555		33,697
UDR, Inc.		1,050		41,150
UMH Properties, Inc.		790		11,321
Unibail-Rodamco-Westfield (France)		245		44,335
Urban Edge Properties		1,745		35,755
Ventas, Inc.		335		19,443
VEREIT, Inc.		3,770		27,634
Vornado Realty Trust		575		39,146
Weingarten Realty Investors		905		25,449
Welltower, Inc.		405		26,758


				3,345,379

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		100		13,184
StorageVault Canada, Inc. (Canada)		2,770		5,429


				18,613


Total Real Estate				3,363,992

Utilities - 0.0%##
Independent Power and Renewable Electricity Producers - 0.0%##
China Longyuan Power Group Corp. Ltd. - Class H (China)		6,000		4,566
Engie Brasil Energia S.A. (Brazil)		400		4,278
Huaneng Renewables Corp. Ltd. - Class H (China)		43,767		11,265


				20,109

Multi-Utilities - 0.0%##
Engie S.A. (France)		460		6,112

Water Utilities - 0.0%##
Guangdong Investment Ltd. (China)		12,000		21,483


Total Utilities				47,704

TOTAL COMMON STOCKS (Identified Cost $43,143,556)				42,698,644

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS - 15.5%

Non-Convertible Corporate Bonds - 15.5%
Communication Services - 2.0%
Diversified Telecommunication Services - 1.2%
AT&T, Inc., 4.25%, 3/1/2027		590,000	$	572,160
Verizon Communications, Inc., 5.50%, 3/16/2047		800,000		833,579


				1,405,739

Media - 0.7%
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.50%, 5/1/2026		35,000		34,125
Discovery Communications LLC, 5.20%, 9/20/2047		590,000		545,683
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)², 5.50%, 3/1/2028		200,000		185,500


				765,308

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		60,000		57,000
Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022		101,000		98,932
Sprint Communications, Inc.², 9.00%, 11/15/2018		12,000		12,024
Sprint Communications, Inc.², 7.00%, 3/1/2020		12,000		12,435


				180,391


Total Communication Services				2,351,438

Consumer Discretionary - 2.0%
Auto Components - 0.0%##
Techniplas LLC², 10.00%, 5/1/2020		35,000		32,900

Automobiles - 0.5%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		580,000		579,161

Household Durables - 0.2%
Century Communities, Inc., 5.875%, 7/15/2025		58,000		52,490
LGI Homes, Inc.², 6.875%, 7/15/2026		45,000		42,750
Meritage Homes Corp., 5.125%, 6/6/2027		25,000		22,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		45,000		45,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		35,000		32,681
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		25,000		24,000
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		39,000		36,855


				255,776

Internet & Direct Marketing Retail - 0.8%
Booking Holdings, Inc., 3.60%, 6/1/2026		900,000		859,536

Multiline Retail - 0.5%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		270,000		285,124
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		270,000		283,226


				568,350


Total Consumer Discretionary				2,295,723

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC², 5.375%, 7/15/2022		25,000		24,126

Household Products - 0.0%##
First Quality Finance Co., Inc.², 5.00%, 7/1/2025		30,000		27,600


Total Consumer Staples				51,726

Energy - 3.0%
Energy Equipment & Services - 0.1%
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.25%, 2/15/2025		35,000		35,088
TerraForm Power Operating, LLC², 5.00%, 1/31/2028		25,000		22,344


				57,432

Oil, Gas & Consumable Fuels - 2.9%
American Midstream Partners LP - American Midstream Finance Corp. ², 9.50%, 12/15/2021		35,000		34,300
Boardwalk Pipelines LP¹, 5.95%, 6/1/2026		820,000		856,825
DCP Midstream Operating LP², 5.35%, 3/15/2020		20,000		20,225
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019.		44,000		43,890
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		55,000		56,925
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		30,000		27,150
Jonah Energy LLC - Jonah Energy Finance Corp.², 7.25%, 10/15/2025		60,000		47,700
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		740,000		847,596
Rockies Express Pipeline, LLC², 5.625%, 4/15/2020		25,000		25,542
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		810,000		859,915
SemGroup Corp., 6.375%, 3/15/2025		25,000		24,188
Seven Generations Energy Ltd. (Canada)², 5.375%, 9/30/2025		27,000		25,178
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		31,000		30,148

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024		25,000	$	25,156
W&T Offshore, Inc.², 9.75%, 11/1/2023		35,000		33,870
The Williams Companies, Inc., 3.75%, 6/15/2027		460,000		428,324


				3,386,932


Total Energy				3,444,364

Financials - 4.8%
Banks - 2.8%
Bank of America Corp., 4.00%, 1/22/2025		890,000		866,716
Citigroup, Inc., 8.125%, 7/15/2039		610,000		851,710
JPMorgan Chase & Co., 6.30%, 4/23/2019		860,000		873,928
Popular, Inc., 6.125%, 9/14/2023		35,000		35,413
Santander Holdings USA, Inc., 4.50%, 7/17/2025		590,000		576,929


				3,204,696

Capital Markets - 0.8%
LPL Holdings, Inc.², 5.75%, 9/15/2025		45,000		43,706
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		860,000		869,073


				912,779

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		30,000		29,961
Navient Corp., 7.25%, 9/25/2023		25,000		25,875
SLM Corp., 5.125%, 4/5/2022		40,000		39,800


				95,636

Diversified Financial Services - 0.6%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		590,000		576,130
FS Energy & Power Fund², 7.50%, 8/15/2023		40,000		40,560
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.², 6.375%, 12/15/2022		40,000		40,550


				657,240

Insurance - 0.5%
Prudential Financial, Inc.⁶, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		550,000		572,275


Financials (continued)
Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021		25,000		25,188


Total Financials				5,467,814

Health Care - 0.6%
Health Care Providers & Services - 0.6%
DaVita, Inc., 5.00%, 5/1/2025		35,000		33,075
Fresenius Medical Care US Finance II, Inc. (Germany)², 5.625%, 7/31/2019		543,000		551,472
HCA, Inc., 5.375%, 9/1/2026		35,000		34,738
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.², 6.625%, 5/15/2022		30,000		28,829


Total Health Care.				648,114

Industrials - 1.8%
Airlines - 0.0%##
Allegiant Travel Co., 5.50%, 7/15/2019 .		28,000		28,140
American Airlines Group, Inc.², 5.50%, 10/1/2019		30,000		30,328


				58,468

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		20,000		20,200
Covanta Holding Corp., 6.00%, 1/1/2027		35,000		33,775
W/S Packaging Holdings, Inc.², 9.00%, 4/15/2023		40,000		40,800


				94,775

Construction & Engineering - 0.0%##
Tutor Perini Corp.², 6.875%, 5/1/2025		44,000		44,055

Industrial Conglomerates - 0.4%
General Electric Co.^6,7, (3 mo. LIBOR US + 3.330%), 5.00%		460,000		426,075

Machinery - 0.5%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		580,000		579,478

Marine - 0.0%##
Global Ship Lease, Inc. (United Kingdom)², 9.875%, 11/15/2022		50,000		47,625

Trading Companies & Distributors - 0.6%
Aircastle Ltd., 6.25%, 12/1/2019		15,000		15,416
Fortress Transportation & Infrastructure Investors, LLC², 6.50%, 10/1/2025		30,000		29,475
International Lease Finance Corp., 6.25%, 5/15/2019		571,000		580,107

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
Park Aerospace Holdings Ltd. (Ireland)², 4.50%, 3/15/2023		42,000	$	39,958


				664,956

Transportation Infrastructure - 0.2%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500


Total Industrials				2,120,932

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp.
(South Korea), 6.625%, 7/15/2021		43,000		40,420


Materials - 0.5%
LSB Industries, Inc.², 9.625%, 5/1/2023		40,000		41,500

Metals & Mining - 0.5%
Corp Nacional del Cobre de Chile (Chile)², 5.625%, 9/21/2035		375,000		397,451
Mountain Province Diamonds, Inc. (Canada)², 8.00%, 12/15/2022		60,000		60,900
Northwest Acquisitions ULC - Dominion Finco, Inc.², 7.125%, 11/1/2022		60,000		60,411


				518,762


Total Materials.				560,262

Real Estate - 0.7%
Equity Real Estate Investment Trusts (REITS) - 0.7%
American Homes 4 Rent LP, 4.25%, 2/15/2028		610,000		576,593
Greystar Real Estate Partners, LLC², 5.75%, 12/1/2025		45,000		43,650
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		92,000		89,950
iStar, Inc., 5.25%, 9/15/2022		36,000		34,830


				745,023


Total Real Estate				745,023

Utilities - 0.1%
Gas Utilities - 0.1%
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		40,000		36,400

Independent Power and Renewable Electricity Producers - 0.0%##
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		25,000		23,250


Total Utilities				59,650


TOTAL CORPORATE BONDS (Identified Cost $18,368,498)				17,785,466


	SHARES/ PRINCIPAL AMOUNT³		VALUE (NOTE 2)

MUTUAL FUNDS - 0.4%
iShares iBoxx High Yield Corporate Bond ETF		4,755	$	401,084
iShares MSCI Thailand ETF		710		61,557
iShares U.S. Real Estate ETF		395		30,854


TOTAL MUTUAL FUNDS
(Identified Cost $503,834)				493,495


U.S. TREASURY SECURITIES - 23.6%

U.S. Treasury Bonds - 6.0%
U.S. Treasury Bond, 6.25%, 5/15/2030		872,000		1,128,933
U.S. Treasury Bond, 4.75%, 2/15/2037		1,466,000		1,765,041
U.S. Treasury Bond, 2.50%, 2/15/2045		2,027,000		1,708,460
U.S. Treasury Bond, 3.00%, 5/15/2047		1,852,000		1,715,343
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		633,485		562,688


Total U.S. Treasury Bonds
(Identified Cost $7,381,071)				6,880,465

U.S. Treasury Notes - 17.6%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		5,186,991		5,098,582
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		609,985		587,267
U.S. Treasury Note, 1.625%, 4/30/2019		2,385,000		2,374,845
U.S. Treasury Note, 1.25%, 7/31/2023		3,153,000		2,911,845
U.S. Treasury Note, 2.125%, 5/15/2025		2,445,000		2,308,233
U.S. Treasury Note, 1.625%, 5/15/2026		2,583,000		2,328,332
U.S. Treasury Note, 2.375%, 5/15/2027		2,419,000		2,283,215
U.S. Treasury Note, 2.75%, 2/15/2028		2,445,000		2,366,111


Total U.S. Treasury Notes
(Identified Cost $20,553,414)				20,258,430

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $27,934,485)				27,138,895


ASSET-BACKED SECURITIES - 3.7%
CarMax Auto Owner Trust, Series 2017-1, Class A3, 1.98%, 11/15/2021		225,000		223,019

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)
Cazenovia Creek Funding II LLC,
Series 2018-1A, Class A², 3.561%, 7/15/2030		310,941	$	309,559
Chesapeake Funding II LLC, Series 2017-2A, Class A1², 1.99%, 5/15/2029		496,771		491,711
Chesapeake Funding II LLC, Series 2017-4A, Class A1², 2.12%, 11/15/2029		266,585		263,034
Colony American Homes, Series 2015-1A, Class A^2,4, (1 mo.
LIBOR US + 1.200%), 3.487%, 7/17/2032		192,033		192,033
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A², 2.56%, 10/15/2025		255,000		253,659
Enterprise Fleet Financing LLC, Series 2017-2, Class A2², 1.97%, 1/20/2023		351,241		348,573
Invitation Homes Trust, Series 2017-SFR2, Class A^2,4, (1 mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		89,336		89,420
Invitation Homes Trust, Series 2017-SFR2, Class B^2,4, (1 mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		65,000		65,428
SoFi Consumer Loan Program LLC, Series 2016-1, Class A², 3.26%, 8/25/2025		201,415		200,814
SoFi Consumer Loan Program LLC, Series 2016-5, Class A², 3.06%, 9/25/2028		196,556		195,715
SoFi Professional Loan Program LLC, Series 2016-E, Class A2B², 2.49%, 1/25/2036		430,000		419,462
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A², 1.55%, 3/26/2040		63,356		62,853
SoFi Professional Loan Program LLC, Series 2017-F, Class A1FX², 2.05%, 1/25/2041		66,693		66,001
SoFi Professional Loan Program LLC, Series 2017-F, Class A2FX², 2.84%, 1/25/2041		75,000		72,717
SoFi Professional Loan Program LLC, Series 2018-A, Class A2A², 2.39%, 2/25/2042		150,853		149,283
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX², 3.08%, 1/25/2048		389,900		388,755
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/1/2033		229,015		220,527
Tricon American Homes Trust, Series 2017-SFR2, Class A², 2.928%, 1/1/2036		239,744		228,797


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $4,285,506)				4,241,360


COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.0%
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/1/2035		541,000		516,183
Caesars Palace Las Vegas Trust, Series 2017-VICI, Class A², 3.531%, 10/1/2034		300,000		299,336
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,8, 2.50%, 5/1/2043		188,260		173,576
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^2,8, 2.13%, 2/1/2043		126,989		115,097
Credit Suisse Mortgage Capital Trust, Series 2014-IVR3, Class A1^2,8, 3.50%, 7/1/2044		308,854		299,227
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047		245,847		242,589
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)⁸, 1.444%, 8/1/2020		2,494,102		44,945
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)⁸, 1.578%, 6/1/2022		1,899,578		82,096
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)⁸, 0.199%, 4/1/2023		9,865,981		76,221
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044		303,695		307,925
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044		318,203		327,413
FREMF Mortgage Trust, Series 2012-K711, Class B^2,8, 3.57%, 8/1/2045		175,000		174,997
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)², 0.10%, 6/1/2046		24,446,486		83,265
FREMF Mortgage Trust, Series 2013-K712, Class B^2,8, 3.358%, 5/1/2045		143,000		142,765

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES		PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
FREMF Mortgage Trust, Series 2013-K713, Class B^2,8, 3.263%, 4/1/2046			300,000	$	298,750
FREMF Mortgage Trust, Series 2014-K37, Class B^2,8, 4.714%, 1/1/2047			320,000		329,150
FREMF Mortgage Trust, Series 2014-K503, Class B^2,8, 3.139%, 10/1/2047			300,000		298,992
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,8, 3.495%, 12/1/2034			372,000		370,848
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056			304,709		279,149
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,8, 3.50%, 5/1/2043			104,986		101,314
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,8, 3.00%, 6/1/2029			136,737		133,944
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^2,8, 3.50%, 8/1/2047			319,815		313,306
JP Morgan Mortgage Trust, Series 2017-6, Class A5^2,8, 3.50%, 12/1/2048			381,679		373,672
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,8, 3.75%, 11/1/2054			109,792		109,222
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,8, 3.75%, 8/1/2055			141,255		140,382
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,8, 3.75%, 11/1/2056			147,855		146,743
Sequoia Mortgage Trust, Series 2013-2, Class A⁸, 1.874%, 2/1/2043			116,850		101,810
Sequoia Mortgage Trust, Series 2013-8, Class A1⁸, 3.00%, 6/1/2043			145,653		136,476
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,4, (1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027			311,727		311,769
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,8, 2.50%, 10/1/2056			261,108		253,495
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,8, 3.50%, 1/1/2045			148,034		144,131
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,8, 3.50%, 3/1/2045			123,056		122,734


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $6,991,562)					6,851,522


FOREIGN GOVERNMENT BONDS - 1.7%
Canada Housing Trust No. 1 (Canada)², 4.10%, 12/15/2018	CAD		52,000		39,599
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		67,000		51,483
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			500,000		491,770
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			500,000		492,758
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		1,338,000		65,250
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		540,000		25,267
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		879,000		40,399
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		169,000		7,584
Province of Ontario (Canada), 1.25%, 6/17/2019			203,000		201,072
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		116,000		83,995
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			500,000		493,106


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $2,034,545)					1,992,283


U.S. GOVERNMENT AGENCIES - 9.8%

Mortgage-Backed Securities - 9.8%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			29,323		29,824
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			35,606		36,216
Fannie Mae, Pool #MA3463, 4.00%, 9/1/2033			336,710		343,141
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			119,941		123,424
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			95,321		98,092
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			90,303		96,819

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		171,564	$	187,288
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		148,776		154,067
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		126,853		138,386
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		174,897		176,223
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		272,643		281,972
Fannie Mae, Pool #AL7068, 4.50%, 9/1/2042		304,989		315,834
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		149,471		150,602
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044		608,799		595,176
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		397,153		388,264
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		231,153		225,907
Fannie Mae, Pool #BD1381, 3.50%, 6/1/2046		147,295		143,845
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046		233,772		221,406
Fannie Mae, Pool #MA3148, 3.50%, 10/1/2047		661,305		644,172
Fannie Mae, Pool #BJ1323, 3.50%, 11/1/2047		575,353		560,864
Fannie Mae, Pool #MA3184, 4.50%, 11/1/2047		284,277		291,329
Fannie Mae, Pool #CA1720, 5.00%, 5/1/2048		438,089		457,760
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048		676,318		706,618
Fannie Mae, Pool #BM4322, 4.00%, 7/1/2048		582,215		583,244
Fannie Mae, Pool #CA2056, 4.50%, 7/1/2048		448,468		459,750
Fannie Mae, Pool #BK9366, 4.50%, 8/1/2048		139,647		143,116
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048		258,283		269,841
Fannie Mae, Pool #MA3527, 5.00%, 11/1/2048		574,000		599,658
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049		327,328		348,539
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		130,463		134,352
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		39,145		43,038
	PRINCIPAL AMOUNT^3/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		39,011	$	41,867
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		49,237		52,700
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		315,788		316,237
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		248,951		243,126
Freddie Mac, Pool #Q45878, 3.00%, 12/1/2046		456,793		432,706
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		373,666		384,363
Freddie Mac, Pool #Q55506, 4.50%, 4/1/2048		791,226		810,799


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $11,509,532)				11,230,565


SHORT-TERM INVESTMENT - 2.7%
Dreyfus Government Cash Management, Institutional Shares⁹, 2.05%,
(Identified Cost $3,142,560)		3,142,560		3,142,560


TOTAL INVESTMENTS IN SECURITIES - 100.5%
(Identified Cost $117,914,078)				115,574,790


TOTAL OPTIONS

WRITTEN - 0.0%##
(Premiums Received $29,748)				(43,858	)


TOTAL INVESTMENTS - 100.5%				115,530,932

LIABILITIES, LESS OTHER ASSETS - (0.5%)				(558,852	)


NET ASSETS - 100%			$	114,972,080

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

Investment Portfolio - October 31, 2018

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE			NOTIONAL AMOUNT³ (000)		VALUE
Call
Booking Holdings, Inc.		1		11/09/18		$	1,960.00		187		$	(4,000	)
Qorvo, Inc.		27		11/16/18			77.50		198			(5,805	)
Alphabet, Inc. - Class C		2		11/23/18			1,110.00		215			(4,400	)

												(14,205	)


Put
lululemon Athletica, Inc.		14		11/09/18			149.00		197			(11,410	)
Mastercard, Inc. - Class A		14		11/09/18			197.50		277			(5,460	)
Medtronic plc		31		11/16/18			90.00		278			(4,495	)
Microsoft Corp.		28		11/16/18			100.00		299			(2,548	)
Qorvo, Inc.		41		11/16/18			67.50		301			(5,740	)

												(29,653	)
TOTAL EXCHANGE-TRADED OPTIONS WRITTEN											$	(43,858	)

*Non-income producing security.

## Less than 0.1%.

¹A portion of this security is deposited with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $1,601,090.

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 $11,753,380, or 10.2% of the Series’ net assets as of October 31, 2018.

³Amount is stated in USD unless otherwise noted.

⁴Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁷Security is perpetual in nature and has no stated maturity date.

⁸Variable or floating rate security, the interest rate of which 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, 2018.

⁹Rate shown is the current yield as of October 31, 2018.

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.

Statement of Assets and Liabilities - Blended Asset Moderate Series

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $117,914,078) (Note 2)	$	115,574,790
Foreign currency, at value (identified cost $113)		114
Receivable for securities sold		943,141
Interest receivable		493,814
Receivable for fund shares sold		24,940
Dividends receivable		18,981
Foreign tax reclaims receivable		10,528
Prepaid expenses		168


TOTAL ASSETS		117,066,476


LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		27,699
Accrued management fees (Note 3)		12,137
Accrued Chief Compliance Officer service fees (Note 3)		401
Options written, at value (premiums received $29,748) (Note 2)		43,858
Payable for securities purchased		1,939,582
Payable for fund shares repurchased		16,935
Other payables and accrued expenses		53,784


TOTAL LIABILITIES		2,094,396


TOTAL NET ASSETS	$	114,972,080


NET ASSETS CONSIST OF:

Capital stock	$	109,490
Additional paid-in-capital		117,316,802
Total distributable earnings (loss)		(2,454,212	)


TOTAL NET ASSETS	$	114,972,080


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($114,972,080/10,949,045 shares)	$	10.50

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

Statement of Operations - Blended Asset Moderate Series

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	2,058,279
Dividends (net of foreign taxes withheld, $27,909)		557,602


Total Investment Income		2,615,881


EXPENSES:

Management fees (Note 3)		519,481
Fund accounting and administration fees (Note 3)		84,830
Directors’ fees (Note 3)		9,040
Chief Compliance Officer service fees (Note 3)		4,394
Audit fees		38,108
Custodian fees		33,734
Miscellaneous		24,181


Total Expenses		713,768
Less reduction of expenses (Note 3)		(136,567	)


Net Expenses		577,201


NET INVESTMENT INCOME		2,038,680


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

Net realized gain (loss) on-
Investments in securities		(1,250,170	)
Options written		127,967
Foreign currency and translation of other assets and liabilities		(4,372	)


		(1,126,575	)

Net change in unrealized appreciation (depreciation) on-
Investments in securities		(2,059,127	)
Options written		(14,110	)
Foreign currency and translation of other assets and liabilities		(402	)


		(2,073,639	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(3,200,214	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,161,534	)

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


Statements of Changes in Net Assets - Blended Asset Moderate Series
	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/13/17¹TO 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income		$	2,038,680			$	48,288
Net realized gain (loss) on investments and foreign currency			(1,126,575	)			(17,390	)
Net change in unrealized depreciation on investments and foreign currency			(2,073,639	)			(280,263	)


Net decrease from operations			(1,161,534	)			(249,365	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class R6			(1,043,313	)			—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			1,805,626				115,620,666


Net increase (decrease) in net assets			(399,221	)			115,371,301

NET ASSETS:

Beginning of period			115,371,301				—


End of period		$	114,972,080			$	115,371,301


¹ Commencement of operations.

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

Financial Highlights - Blended Asset Moderate Series - Class R6


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/13/17¹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.73		$	10.75


Income (loss) from investment operations:
Net investment income (loss)²		0.19			0.00	³
Net realized and unrealized loss on investments		(0.32	)		(0.02	)


Total from investment operations		(0.13	)		(0.02	)


Less distributions to shareholders:
From net investment income		(0.10	)		—


Net asset value - End of period	$	10.50		$	10.73


Net assets - End of period (000’s omitted)	$	114,972		$	115,371


Total return⁴		(1.25	%)		(0.19	%)
Ratios (to average net assets)/Supplemental Data:
Expenses		0.50	%		0.50	%⁵
Net investment income		1.77	%		0.85	%⁵
Series portfolio turnover		91	%		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 amounts:
		0.12	%		0.99	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

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

Performance Update as of October 31, 2018 - Blended Asset Extended Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Blended Asset Extended Series - Class R6³		-1.06	%		-1.19	%
Bloomberg Barclays U.S. Aggregate Bond Index⁴		-2.05	%		-2.21	%
40/15/45 Blended Index⁵		0.53	%		0.66	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended Asset

Extended Series - Class R6 from its inception² (October 13, 2017) to present (October 31, 2018) to the Bloomberg Barclays U.S. Aggregate Bond Index and the 40/15/45 Blended Index.

LOGO

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 October 13, 2017, the Series’ 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, 2018, this net expense ratio was 0.55% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.62% for Class R6 for the year ended October 31, 2018.

⁴The 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.

⁵The 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 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.

Shareholder Expense Example - Blended Asset Extended Series

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD* 5/1/2018-10/31/18
Actual	$1,000.00	$990.77	$2.76
Hypothetical (5% return before expenses)	$1,000.00	$1,022.43	$2.80

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.55% , 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 reimbursed during the period.

Portfolio Composition - Blended Asset Extended Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care			10.7%
Information Technology			8.6%
Consumer Staples			7.0%
Financials			7.0%
Consumer Discretionary			6.6%
Communication Services			6.1%
Energy			4.9%
Real Estate			4.1%
Industrials			4.0%
Materials			2.7%
Utilities			0.3%

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


Top Ten Stock Holdings⁵
Booking Holdings, Inc.	1.6	%
Mastercard, Inc. - Class A	1.6	%
Incyte Corp.	1.6	%
Qorvo, Inc.	1.5	%
Medtronic plc	1.5	%
Visa, Inc. - Class A	1.4	%
Anheuser-Busch InBev S.A./N.V. (Belgium)	1.3	%
Microsoft Corp.	1.3	%
Novartis AG - ADR (Switzerland)	1.3	%
Ball Corp.	1.2	%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 49.1%

Communication Services - 4.5%
Diversified Telecommunication Services - 0.8%
Orange S.A. (France)		1,170	$	18,262
Telefonica Brasil S.A. (Brazil)		1,300		15,052
Zayo Group Holdings, Inc.*¹		51,000		1,523,880


				1,557,194

Entertainment - 0.8%
Electronic Arts, Inc.*		15,730		1,431,115
NetEase, Inc. - ADR (China)		225		46,766
Nexon Co. Ltd. (Japan)*		4,132		47,135
Toho Co. Ltd. -Tokyo (Japan)		800		26,100
Vivendi S.A. (France)		565		13,627


				1,564,743

Interactive Media & Services - 2.4%
Alphabet, Inc. - Class A*		910		992,428
Alphabet, Inc. - Class C*		1,510		1,625,923
Tencent Holdings Ltd. - Class H (China)		64,228		2,200,404


				4,818,755

Media - 0.5%
Hakuhodo DY Holdings, Inc. (Japan)		1,500		25,018
Quebecor, Inc. - Class B (Canada)		26,285		515,537
Shaw Communications, Inc. - Class B (Canada)		29,245		544,491


				1,085,046

Wireless Telecommunication Services - 0.0%##
KDDI Corp. (Japan)		2,000		48,400
NTT DOCOMO, Inc. (Japan)		2,000		49,597


				97,997


Total Communication Services				9,123,735

Consumer Discretionary - 5.0%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)²		50,800		36,687
NGK Spark Plug Co. Ltd. (Japan)		1,300		26,306


				62,993

Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		21,000		40,467
Isuzu Motors Ltd. (Japan)		2,000		26,221
Peugeot S.A. (France)		295		7,012
Renault S.A. (France)		140		10,454
Suzuki Motor Corp. (Japan)		1,100		54,853


				139,007

Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		62,000		26,908
China Yuhua Education Corp. Ltd. (China)²		94,000		37,903
Fu Shou Yuan International Group Ltd. (China)		78,000		59,944
New Oriental Education & Technology Group, Inc. - ADR (China)*		960		56,170
TAL Education Group - ADR (China)*		725		21,010
Wisdom Education International Holdings Co. Ltd. (China)		58,000		26,102


				228,037

Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)		1,170		53,460
Basic-Fit N.V. (Netherlands)*²		1,250		35,989


				89,449

Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		1,600		25,161
Techtronic Industries Co. Ltd. (Hong Kong)		5,500		25,898


				51,059

Internet & Direct Marketing Retail - 2.8%
Alibaba Group Holding Ltd. - ADR (China)*		11,755		1,672,502
Amazon.com, Inc.*		560		894,886
Booking Holdings, Inc.*		1,680		3,149,295
Despegar.com Corp. (Argentina)*		950		15,266


				5,731,949

Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		1,500		53,362
Yamaha Corp. (Japan)		1,200		52,733


				106,095

Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		3,280		20,830
Lojas Americanas S.A. (Brazil)		2,300		11,502
Lojas Renner S.A. (Brazil)		1,485		15,036
Magazine Luiza S.A. (Brazil)		200		9,051
Next plc (United Kingdom)		375		24,912


				81,331

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 0.7%
Industria de Diseno Textil S.A. (Spain)		46,585	$	1,312,977
Nitori Holdings Co. Ltd. (Japan)		200		26,115
USS Co. Ltd. (Japan)		1,400		25,245


				1,364,337

Textiles, Apparel & Luxury Goods - 1.1%
ANTA Sports Products Ltd. (China)		10,000		41,285
Burberry Group plc (United Kingdom)		1,125		26,032
Hermes International (France)		45		25,691
Kering S.A. (France)		50		22,224
lululemon athletica, Inc.*		14,740		2,074,360
LVMH Moet Hennessy Louis Vuitton SE (France)		165		50,062
Moncler S.p.A (Italy)		730		25,351


				2,265,005


Total Consumer Discretionary				10,119,262

Consumer Staples - 6.8%
Beverages - 4.0%
Ambev S.A. - ADR (Brazil)		269,460		1,166,762
Ambev S.A. (Brazil)		8,500		37,093
Anheuser-Busch InBev S.A./N.V. (Belgium)		36,170		2,675,168
The Coca-Cola Co.		22,840		1,093,579
Diageo plc (United Kingdom)		61,025		2,109,727
Fomento Economico Mexicano SAB de C.V. (Mexico)		2,800		23,850
PepsiCo, Inc.		9,660		1,085,591
Pernod Ricard S.A. (France)		140		21,348
Treasury Wine Estates Ltd. (Australia)		7,780		83,740


				8,296,858

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		2,700		11,006
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		1,000		36,154
Tsuruha Holdings, Inc. (Japan)		300		31,311
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		16,820		43,008
Wesfarmers Ltd. (Australia)		775		25,666


				147,145

Food Products - 1.6%
Barry Callebaut AG (Switzerland)		15		29,319
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		7		48,260
Danone S.A. (France)		1,460		103,387
Grupo Bimbo S.A.B. de C.V. - Series A(Mexico)		9,145		17,098
Kerry Group plc - Class A (Ireland)		700		71,634
Kikkoman Corp. (Japan)		900		49,308
Mondelez International, Inc. - Class A		37,005		1,553,470
Nestle S.A. (Switzerland)		15,615		1,318,267


				3,190,743

Household Products - 0.0%##
Henkel AG & Co. KGaA (Germany)		260		25,469
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		23,900		34,438
Lion Corp. (Japan)		1,900		35,722


				95,629

Personal Products - 1.0%
Beiersdorf AG (Germany)		970		100,295
Kao Corp. (Japan)		400		26,609
Kobayashi Pharmaceutical Co. Ltd. (Japan)		400		26,089
L’Oreal S.A. (France)		235		52,947
Unilever plc - ADR (United Kingdom)		36,265		1,921,320


				2,127,260

Tobacco - 0.1%
British American Tobacco plc - ADR (United Kingdom)		1,325		57,505
KT&G Corp. (South Korea)		290		25,860
Swedish Match AB (Sweden)		490		24,960


				108,325


Total Consumer Staples				13,965,960

Energy - 2.5%
Energy Equipment & Services - 2.1%
Core Laboratories N.V		415		35,375
Diamond Offshore Drilling, Inc.*		44,250		627,465
Ensco plc - Class A		92,990		663,949
Schlumberger Ltd.		41,600		2,134,496
Transocean Ltd.*		84,110		926,051


				4,387,336

Oil, Gas & Consumable Fuels - 0.4%
Cameco Corp. (Canada)¹		3,120		33,446
Canadian Natural Resources Ltd. (Canada)		1,925		52,817

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
China Petroleum & Chemical Corp. - Class H (China)		66,000	$	53,762
Eni S.p.A. (Italy)		3,100		55,055
Galp Energia SGPS S.A. (Portugal)		6,230		108,328
Repsol S.A. (Spain)		5,195		92,828
Royal Dutch Shell plc - Class B - ADR (Netherlands)¹		1,700		111,707
SK Innovation Co. Ltd. (South Korea)		215		40,349
Suncor Energy, Inc. (Canada)		1,495		50,149
TOTAL S.A. (France)		1,550		90,946
Vermilion Energy, Inc. (Canada)		2,000		53,037
Woodside Petroleum Ltd. (Australia)		2,260		55,642


				798,066


Total Energy				5,185,402

Financials - 3.3%
Banks - 0.3%
Banco Bradesco S.A. (Brazil)		3,900		35,736
Banco Comercial Portugues S.A. (Portugal)*		143,700		38,653
Banco do Brasil S.A. (Brazil)		1,600		18,336
Banco Santander Brasil S.A. (Brazil)		1,500		17,009
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		775		31,225
Bankia S.A. (Spain)		16,425		51,592
Bankinter S.A. (Spain)		6,595		54,033
BNP Paribas S.A. (France)		735		38,304
CaixaBank S.A. (Spain)		22,225		89,938
Credit Agricole S.A. (France)		840		10,758
Erste Group Bank AG (Austria)		895		36,433
FinecoBank Banca Fineco S.p.A. (Italy)		7,255		75,826
Itau Unibanco Holding S.A. (Brazil)		2,700		35,652
Itausa - Investimentos Itau S.A. (Brazil)		6,000		18,057
Jyske Bank A/S (Denmark)		805		32,869
KBC Group N.V. (Belgium)		510		35,147
Societe Generale S.A. (France)		485		17,779
Sydbank A/S (Denmark)		1,185		27,370


				664,717

Capital Markets - 2.4%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		2,600		18,647
BlackRock, Inc.		3,810		1,567,510
Cboe Global Markets, Inc.		5,110		576,663
The Charles Schwab Corp.		22,335		1,032,770
CME Group, Inc.		2,920		535,061
E*TRADE Financial Corp.		10,340		511,003
Intercontinental Exchange, Inc.		7,120		548,525
Japan Exchange Group, Inc. (Japan)		2,200		39,404
Julius Baer Group Ltd. (Switzerland)		3,010		137,270


				4,966,853

Diversified Financial Services - 0.5%
Berkshire Hathaway, Inc. - Class B*		4,960		1,018,189

Insurance - 0.1%
Admiral Group plc (United Kingdom)		1,005		25,835
AXA S.A. (France)		1,295		32,409
BB Seguridade Participacoes S.A. (Brazil)		1,800		12,880


				71,124

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		980		36,457


Total Financials				6,757,340

Health Care - 10.4%
Biotechnology - 3.9%
BioMarin Pharmaceutical, Inc.*		16,670		1,536,474
Incyte Corp.*		48,110		3,118,490
Regeneron Pharmaceuticals, Inc.*		3,700		1,255,188
Seattle Genetics, Inc.*		24,680		1,385,289
Vertex Pharmaceuticals, Inc.*		4,390		743,929


				8,039,370

Health Care Equipment & Supplies - 1.6%
Coloplast A/S - Class B (Denmark)		535		49,923
EssilorLuxottica (France)		350		47,802
Hoya Corp. (Japan)		500		28,288
Medtronic plc¹		32,750		2,941,605
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		31,510		28,225
Smith & Nephew plc (United Kingdom)		1,535		24,951
Sonova Holding AG (Switzerland)		155		25,278
Terumo Corp. (Japan)		1,000		53,982
William Demant Holding A/S (Denmark)*		760		24,982


				3,225,036

Health Care Providers & Services - 0.8%
DaVita, Inc.*		22,925		1,543,769

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.*		830	$	30,129
QIAGEN N.V.*		1,185		43,014
Tecan Group AG (Switzerland)		80		18,047


				91,190

Pharmaceuticals - 4.1%
Astellas Pharma, Inc. (Japan)		1,700		26,265
Bristol-Myers Squibb Co.		20,790		1,050,727
Chugai Pharmaceutical Co. Ltd. (Japan)		800		46,838
Johnson & Johnson		13,920		1,948,661
Merck & Co., Inc.		17,420		1,282,286
Merck KGaA (Germany)		10,440		1,117,108
Novartis AG - ADR (Switzerland)		29,535		2,583,131
Novartis AG (Switzerland)		1,085		95,016
Novo Nordisk A/S - Class B (Denmark)		570		24,616
Perrigo Co. plc.		1,305		91,742
Sanofi (France)		675		60,318


				8,326,708


Total Health Care				21,226,073

Industrials - 2.4%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		360		39,785
BAE Systems plc (United Kingdom)		8,760		58,738
MTU Aero Engines AG (Germany)		115		24,418
Safran S.A. (France)		195		25,199
Thales S.A. (France)		55		7,024


				155,164

Air Freight & Logistics - 0.8%
FedEx Corp.		7,280		1,604,075

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		370		30,636

Building Products - 0.0%##
Cie de Saint-Gobain (France)		290		10,925
TOTO Ltd. (Japan)		700		25,043


				35,968

Commercial Services & Supplies - 0.0%##
Secom Co. Ltd. (Japan)		300		24,561

Construction & Engineering - 0.0%##
FLSmidth & Co. A/S (Denmark)		145		7,608
Vinci S.A. (France)		1,000		88,999


				96,607

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		340		24,586

Industrial Conglomerates - 0.0%##
Siemens AG (Germany)		625		71,841

Machinery - 0.3%
Epiroc AB - Class A (Sweden)*		5,050		44,346
FANUC Corp. (Japan)		200		34,793
Hoshizaki Corp. (Japan)		500		40,360
Hyundai Heavy Industries Co. Ltd. (South Korea)*		355		39,051
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		460		38,153
Jungheinrich AG (Germany)		1,100		36,445
KION Group AG (Germany)		960		56,098
Kone OYJ - Class B (Finland)		520		25,311
Makita Corp. (Japan)		600		20,743
Metso OYJ (Finland)		1,400		44,201
MISUMI Group, Inc. (Japan)		1,300		26,053
Samsung Heavy Industries Co. Ltd. (South Korea)*		3,075		18,866
Schindler Holding AG (Switzerland)		245		51,662
WEG S.A. (Brazil)		2,200		10,647
The Weir Group plc (United Kingdom)		5,085		102,903


				589,632

Professional Services - 0.6%
Equifax, Inc.		9,860		1,000,199
Experian plc (United Kingdom)		1,065		24,494
Recruit Holdings Co. Ltd. (Japan)		2,100		56,363
Teleperformance (France)		145		23,880
Wolters Kluwer N.V. (Netherlands)		415		23,545


				1,128,481

Road & Rail - 0.5%
Canadian National Railway Co. (Canada)		305		26,074
Genesee & Wyoming, Inc. - Class A*		13,270		1,051,382


				1,077,456

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		1,490		36,784
Brenntag AG (Germany)		570		29,768
Kanamoto Co. Ltd. (Japan)		1,100		36,757


				103,309

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		4,200	$	21,997
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		255		21,135


				43,132


Total Industrials				4,985,448

Information Technology - 8.4%
Electronic Equipment, Instruments & Components -0.1%
Halma plc (United Kingdom)		2,140		36,316
Hexagon A.B. - Class B (Sweden)		1,115		54,572
Keyence Corp. (Japan)		300		146,556
Yokogawa Electric Corp. (Japan)		1,300		25,524


				262,968

IT Services - 4.4%
Amadeus IT Group S.A. (Spain)		315		25,365
Amdocs Ltd.¹		1,680		106,294
Capgemini SE (France)		95		11,600
InterXion Holding N.V. (Netherlands)*		19,580		1,152,675
LiveRamp Holdings, Inc.*		32,965		1,505,841
Mastercard, Inc. - Class A		15,930		3,148,883
Nomura Research Institute Ltd. (Japan)		1,200		53,200
Obic Co. Ltd. (Japan)		600		54,624
Otsuka Corp. (Japan)		800		26,535
Visa, Inc. - Class A		20,450		2,819,032


				8,904,049

Semiconductors & Semiconductor Equipment - 2.0%
Qorvo, Inc.*		41,450		3,046,990
Skyworks Solutions, Inc.		12,650		1,097,514


				4,144,504

Software - 1.9%
Check Point Software Technologies
Ltd. (Israel)*		470		52,170
Dassault Systemes S.E. (France)		90		11,267
Microsoft Corp.		24,680		2,636,071
Oracle Corp. (Japan)		400		27,076
SAP SE (Germany)		235		25,162
ServiceNow, Inc.*		6,130		1,109,775
Trend Micro, Inc. (Japan)		900		51,809


				3,913,330


Total Information Technology				17,224,851

Materials - 2.2%
Chemicals - 0.2%
Air Liquide S.A. (France)		265		32,034
Akzo Nobel N.V. (Netherlands)		1,065		89,422
Asahi Kasei Corp. (Japan)		2,200		26,397
Croda International plc (United Kingdom)		881		54,266
FUCHS PETROLUB S.E. (Germany)		296		13,702
Givaudan S.A. (Switzerland)		10		24,239
Mexichem S.A.B. de C.V. (Mexico)		16,585		43,379
Nissan Chemical Corp. (Japan)		500		23,576
Novozymes A/S - Class B (Denmark)		525		25,927
Solvay S.A. (Belgium)		730		83,152


				416,094

Containers & Packaging - 1.9%
Ball Corp.		53,470		2,395,456
DS Smith plc (United Kingdom)		11,147		55,931
Sealed Air Corp.		41,940		1,357,178


				3,808,565

Metals & Mining - 0.1%
Antofagasta plc (Chile)		8,780		87,888
First Quantum Minerals Ltd. (Zambia)		5,720		57,093
Lundin Mining Corp. (Chile)		12,750		52,397
Southern Copper Corp. (Peru)		1,450		55,593


				252,971


Total Materials				4,477,630

Real Estate - 3.5%
Equity Real Estate Investment Trusts (REITS) - 3.5%
Acadia Realty Trust		745		20,741
Agree Realty Corp.		405		23,194
Alexandria Real Estate Equities, Inc.		160		19,557
American Campus Communities, Inc.		550		21,730
American Homes 4 Rent - Class A		3,970		83,648
American Tower Corp.		6,940		1,081,322
Americold Realty Trust		755		18,686
Apartment Investment & Management Co. - Class A		1,470		63,269
Apple Hospitality REIT, Inc.		2,100		33,957
AvalonBay Communities, Inc.		930		163,104
Boston Properties, Inc.		1,020		123,175
Brandywine Realty Trust		5,285		74,307
CatchMark Timber Trust, Inc. - Class A		2,582		22,851

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Chesapeake Lodging Trust		1,100	$	32,329
Colony Capital, Inc.		4,585		26,914
Community Healthcare Trust, Inc.		1,215		36,110
CoreCivic, Inc.		2,445		54,915
Cousins Properties, Inc.		8,630		71,715
Crown Castle International Corp.		575		62,525
CubeSmart		590		17,098
Digital Realty Trust, Inc.		1,050		108,423
EastGroup Properties, Inc.		185		17,721
Equinix, Inc.		3,670		1,389,976
Equity LifeStyle Properties, Inc.		435		41,190
Equity Residential		2,015		130,894
Essex Property Trust, Inc.		340		85,265
Extra Space Storage, Inc.		460		41,428
Federal Realty Investment Trust		170		21,088
First Industrial Realty Trust, Inc.		1,020		31,314
Getty Realty Corp.		1,290		34,611
HCP, Inc.		2,220		61,161
Healthcare Realty Trust, Inc.		1,425		39,700
Healthcare Trust of America, Inc. - Class A		1,680		44,117
Hibernia REIT plc (Ireland)		23,120		36,400
Host Hotels & Resorts, Inc.		4,345		83,033
Independence Realty Trust, Inc.		3,810		37,757
Invitation Homes, Inc.		3,477		76,077
Jernigan Capital, Inc.		2,140		41,880
Kimco Realty Corp.		1,935		31,134
Lamar Advertising Co. - Class A		375		27,495
Lexington Realty Trust		3,880		30,148
Liberty Property Trust		1,625		68,039
The Macerich Co.		295		15,228
Mid-America Apartment Communities, Inc.		690		67,420
National Retail Properties, Inc.		720		33,660
National Storage Affiliates Trust		640		17,043
Outfront Media, Inc.		1,170		20,732
Physicians Realty Trust		4,880		80,910
Plymouth Industrial REIT, Inc.		1,545		21,630
Prologis, Inc.		2,485		160,208
Public Storage		510		104,790
Realty Income Corp.		355		21,396
SBA Communications Corp.*		6,650		1,078,430
Simon Property Group, Inc.		1,245		228,482
STAG Industrial, Inc.		1,610		42,601
STORE Capital Corp.		720		20,902
Sun Communities, Inc.		860		86,404

	SHARES/ PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Sunstone Hotel Investors, Inc.		3,445	$	49,849
Tier REIT, Inc.		3,130		67,827
UDR, Inc.		2,145		84,063
UMH Properties, Inc.		1,595		22,856
Unibail-Rodamco-Westfield (France)		525		95,003
Urban Edge Properties		3,520		72,125
Ventas, Inc.		680		39,467
VEREIT, Inc.		7,665		56,184
Vornado Realty Trust		1,165		79,313
Weingarten Realty Investors		1,855		52,163
Welltower, Inc.		820		54,177


				7,202,861

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		200		26,368
StorageVault Canada, Inc. (Canada)		5,525		10,828


				37,196


Total Real Estate				7,240,057

Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)		17,000		12,937
Engie Brasil Energia S.A. (Brazil)		1,000		10,695
Huaneng Renewables Corp. Ltd. - Class H (China)		145,670		37,492


				61,124

Multi-Utilities - 0.0%##
Engie S.A. (France)		1,105		14,682

Water Utilities - 0.0%##
Guangdong Investment Ltd. (China)		28,000		50,127


Total Utilities				125,933

TOTAL COMMON STOCKS
(Identified Cost $102,041,025)				100,431,691


CORPORATE BONDS - 11.9%

Non-Convertible Corporate Bonds - 11.9%
Communication Services - 1.6%
Diversified Telecommunication Services - 0.9%
AT&T, Inc., 4.25%, 3/1/2027		780,000		756,415
Verizon Communications, Inc., 5.50%, 3/16/2047		1,060,000		1,104,492


				1,860,907

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Media - 0.6%
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.50%, 5/1/2026		65,000	$	63,375
Cequel Communications Holdings I LLC - Cequel Capital Corp.², 7.50%, 4/1/2028		200,000		207,294
Discovery Communications LLC, 5.20%, 9/20/2047		780,000		721,412
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)², 5.50%, 3/1/2028		200,000		185,500


				1,177,581

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		105,000		99,750
Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022		40,000		39,181
Sprint Communications, Inc.², 9.00%, 11/15/2018		22,000		22,044
Sprint Communications, Inc.², 7.00%, 3/1/2020		22,000		22,798


				183,773


Total Communication Services				3,222,261

Consumer Discretionary - 1.5%
Auto Components - 0.0%##
Techniplas LLC², 10.00%, 5/1/2020		60,000		56,400

Automobiles - 0.4%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		770,000		768,886

Household Durables - 0.2%
Century Communities, Inc., 5.875%, 7/15/2025		110,000		99,550
LGI Homes, Inc.², 6.875%, 7/15/2026		75,000		71,250
Meritage Homes Corp., 5.125%, 6/6/2027		45,000		39,600
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		75,000		75,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		60,000		56,025
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		45,000		43,200
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		70,000		66,150


				450,775

Internet & Direct Marketing Retail - 0.5%
Booking Holdings, Inc., 3.60%, 6/1/2026		1,190,000		1,136,497

Multiline Retail - 0.4%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		360,000		380,165
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		360,000		377,635


				757,800


Total Consumer Discretionary				3,170,358

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC², 5.375%, 7/15/2022		40,000		38,600

Household Products - 0.0%##
First Quality Finance Co., Inc.², 5.00%, 7/1/2025		50,000		46,000


Total Consumer Staples				84,600

Energy - 2.3%
Energy Equipment & Services - 0.0%##
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.25%, 2/15/2025		60,000		60,150
TerraForm Power Operating, LLC², 5.00%, 1/31/2028		40,000		35,750


				95,900

Oil, Gas & Consumable Fuels - 2.3%
American Midstream Partners LP - American Midstream Finance Corp.², 9.50%, 12/15/2021		65,000		63,700
Boardwalk Pipelines LP, 5.95%, 6/1/2026		1,090,000		1,138,954
DCP Midstream Operating LP², 5.35%, 3/15/2020		40,000		40,450
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		78,000		77,805
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		95,000		98,325
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		50,000		45,250
Jonah Energy LLC - Jonah Energy Finance Corp.², 7.25%, 10/15/2025		105,000		83,475
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		980,000		1,122,492

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Rockies Express Pipeline, LLC², 5.625%, 4/15/2020		40,000	$	40,868
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		1,070,000		1,135,937
SemGroup Corp., 6.375%, 3/15/2025		40,000		38,700
Seven Generations Energy Ltd. (Canada)², 5.375%, 9/30/2025		49,000		45,692
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		56,000		54,460
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024		40,000		40,250
W&T Offshore, Inc.², 9.75%, 11/1/2023		60,000		58,062
The Williams Companies, Inc., 3.75%, 6/15/2027		610,000		567,995


				4,652,415


Total Energy				4,748,315

Financials - 3.6%
Banks - 2.1%
Bank of America Corp., 4.00%, 1/22/2025		1,170,000		1,139,390
Citigroup, Inc., 8.125%, 7/15/2039		810,000		1,130,959
JPMorgan Chase & Co., 6.30%, 4/23/2019		1,130,000		1,148,300
Popular, Inc., 6.125%, 9/14/2023		60,000		60,708
Santander Holdings USA, Inc., 4.50%, 7/17/2025		770,000		752,941


				4,232,298

Capital Markets - 0.6%
LPL Holdings, Inc.², 5.75%, 9/15/2025		70,000		67,988
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		1,130,000		1,141,922


				1,209,910

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		50,000		49,937
Navient Corp., 7.25%, 9/25/2023		40,000		41,400
SLM Corp., 5.125%, 4/5/2022		65,000		64,675


				156,012

Diversified Financial Services - 0.4%
AerCap Ireland Capital DAC -
AerCap Global Aviation Trust
(Ireland), 4.45%, 10/1/2025		770,000		751,898
FS Energy & Power Fund², 7.50%, 8/15/2023		70,000		70,980
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.², 6.375%, 12/15/2022		70,000		70,962


				893,840

Insurance - 0.4%
Prudential Financial, Inc.⁶, (3mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		720,000		749,160

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021		45,000		45,338


Total Financials				7,286,558

Health Care - 0.1%
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		65,000		61,425
HCA, Inc., 5.375%, 9/1/2026		55,000		54,587
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.², 6.625%, 5/15/2022		55,000		52,856


Total Health Care				168,868

Industrials - 1.5%
Airlines - 0.0%##
Allegiant Travel Co., 5.50%, 7/15/2019		50,000		50,250
American Airlines Group, Inc.², 5.50%, 10/1/2019		50,000		50,547


				100,797

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		40,000		40,400
Covanta Holding Corp., 6.00%, 1/1/2027		60,000		57,900
W/S Packaging Holdings, Inc.², 9.00%, 4/15/2023		60,000		61,200


				159,500

Construction & Engineering - 0.0%##
Tutor Perini Corp.², 6.875%, 5/1/2025		79,000		79,099

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Industrial Conglomerates - 0.3%
General Electric Co.^6,7,(3mo. LIBOR US + 3.330%), 5.00%		620,000	$	574,275

Machinery - 0.4%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		770,000		769,307

Marine - 0.1%
Borealis Finance, LLC², 7.50%, 11/16/2022		200,000		196,000
Global Ship Lease, Inc. (United Kingdom)², 9.875%, 11/15/2022		100,000		95,250


				291,250

Trading Companies & Distributors - 0.5%
Aircastle Ltd., 6.25%, 12/1/2019		30,000		30,831
Fortress Transportation & Infrastructure Investors, LLC², 6.50%, 10/1/2025		60,000		58,950
International Lease Finance Corp., 6.25%, 5/15/2019		777,000		789,393
Park Aerospace Holdings Ltd. (Ireland)², 4.50%, 3/15/2023		74,000		70,402


				949,576

Transportation Infrastructure - 0.1%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500


Total Industrials				3,129,304

Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		78,000		73,320

Materials - 0.5%
Chemicals - 0.0%##
LSB Industries, Inc.², 9.625%, 5/1/2023		70,000		72,625

Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)², 6.00%, 2/15/2025		200,000		187,500

Metals & Mining - 0.4%
Corp Nacional del Cobre de Chile (Chile)², 5.625%, 9/21/2035		490,000		519,336
Mountain Province Diamonds, Inc. (Canada)², 8.00%, 12/15/2022		100,000		101,500
Northwest Acquisitions ULC - Dominion Finco, Inc.², 7.125%, 11/1/2022		100,000		100,685


				721,521


Total Materials				981,646

Real Estate - 0.5%
Equity Real Estate Investment Trusts (REITS) - 0.5%
American Homes 4 Rent LP, 4.25%, 2/15/2028		800,000		756,188
Greystar Real Estate Partners, LLC², 5.75%, 12/1/2025		75,000		72,750
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		123,000		120,260
iStar, Inc., 5.25%, 9/15/2022		57,000		55,147


				1,004,345


Total Real Estate				1,004,345

Utilities - 0.3%
Gas Utilities - 0.1%
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		65,000		59,150

Independent Power and Renewable Electricity Producers - 0.2%
Atlantica Yield plc (Spain)², 7.00%, 11/15/2019		204,000		210,120
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		45,000		41,850
Drax Finco plc (United Kingdom)², 6.625%, 11/1/2025		200,000		199,500


Total Utilities				510,620


TOTAL CORPORATE BONDS (Identified Cost $25,165,877)				24,380,195

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES/ PRINCIPAL AMOUNT³		VALUE (NOTE 2)

MUTUAL FUNDS - 0.1%
iShares MSCI Thailand ETF		1,714	$	148,604
iShares U.S. Real Estate ETF		805		62,878


TOTAL MUTUAL FUNDS (Identified Cost $215,114)				211,482


U.S. TREASURY SECURITIES - 21.3%

U.S. Treasury Bonds - 6.0%
U.S. Treasury Bond, 6.25%, 5/15/2030		1,546,000		2,001,526
U.S. Treasury Bond, 4.75%, 2/15/2037		2,666,000		3,209,822
U.S. Treasury Bond, 2.50%, 2/15/2045		3,627,000		3,057,023
U.S. Treasury Bond, 3.00%, 5/15/2047		3,260,000		3,019,448
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		1,103,382		980,070


Total U.S. Treasury Bonds (Identified Cost $13,160,131)				12,267,889

U.S. Treasury Notes - 15.3%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		6,301,934		6,194,523
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		1,056,441		1,017,095
U.S. Treasury Note, 1.625%, 4/30/2019		2,100,000		2,091,058
U.S. Treasury Note, 2.00%, 7/31/2022		1,000		966
U.S. Treasury Note, 1.625%, 4/30/2023		2,185,000		2,060,643
U.S. Treasury Note, 2.125%, 7/31/2024		3,777,000		3,596,412
U.S. Treasury Note, 2.125%, 5/15/2025		4,305,000		4,064,189
U.S. Treasury Note, 1.625%, 5/15/2026		4,601,000		4,147,370
U.S. Treasury Note, 2.375%, 5/15/2027		4,211,000		3,974,625
U.S. Treasury Note, 2.75%, 2/15/2028		4,345,000		4,204,806


Total U.S. Treasury Notes (Identified Cost $31,890,890)				31,351,687

TOTAL U.S. TREASURY SECURITIES (Identified Cost $45,051,021)				43,619,576


	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

ASSET-BACKED SECURITIES - 2.7%
Cazenovia Creek Funding II LLC, Series 2018-1A, Class A², 3.561%, 7/15/2030		457,527	$	455,494
Chesapeake Funding II LLC, Series 2016-1A, Class A1², 2.11%, 3/15/2028		73,987		73,779
Chesapeake Funding II LLC, Series 2017-2A, Class A1², 1.99%, 5/15/2029		732,701		725,238
Chesapeake Funding II LLC, Series 2017-4A, Class A1², 2.12%, 11/15/2029		463,246		457,076
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A², 2.56%, 10/15/2025		451,000		448,628
Enterprise Fleet Financing LLC, Series 2016-2, Class A2², 1.74%, 2/22/2022		69,574		69,304
Invitation Homes Trust, Series 2017-SFR2, Class A^2,4,(1mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		163,783		163,937
Invitation Homes Trust, Series 2017-SFR2, Class B^2,4,(1mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		120,000		120,790
SoFi Consumer Loan Program LLC, Series 2016-2, Class A², 3.09%, 10/27/2025		268,064		267,170
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A², 1.55%, 3/26/2040		509,350		505,304
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A², 1.75%, 7/25/2040		803,142		795,821
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX², 3.08%, 1/25/2048		673,901		671,923
South Carolina Student Loan Corp., Series 2005, Class A3⁴,(3mo. LIBOR US + 0.140%), 2.461%, 12/1/2023		53,101		53,100
Tax Ease Funding LLC, Series 2016-1A, Class A², 3.131%, 6/15/2028		83,559		83,270
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/1/2033		321,617		309,697
Tricon American Homes Trust, Series 2017-SFR2, Class A², 2.928%, 1/1/2036		299,680		285,996


TOTAL ASSET-BACKED SECURITIES (Identified Cost $5,534,223)				5,486,527

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES		PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.6%
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/1/2035			889,000	$	848,222
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,8, 2.50%, 5/1/2043			221,106		203,860
Credit Suisse Mortgage Capital Trust, Series 2014-IVR3, Class A1^2,8, 3.50%, 7/1/2044			403,886		391,296
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047			304,850		300,811
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)⁸, 1.452%, 12/1/2021			5,937,099		198,002
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KP01, Class A2, 1.72%, 1/1/2019 .			7,675		7,661
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044			384,992		390,354
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044			398,941		410,488
FREMF Mortgage Trust, Series 2013-K712, Class B^2,8, 3.358%, 5/1/2045			283,000		282,535
FREMF Mortgage Trust, Series 2013-K713, Class B^2,8, 3.263%, 4/1/2046			500,000		497,917
FREMF Mortgage Trust, Series 2014-K41, Class B^2,⁸, 3.832%, 11/1/2047			485,000		474,967
FREMF Mortgage Trust, Series 2014-K503, Class B^2,8, 3.139%, 10/1/2047			500,000		498,320
FREMF Mortgage Trust, Series 2014-K715, Class B^2,8, 3.978%, 2/1/2046			471,000		474,552
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,8, 3.495%, 12/1/2034			565,000		563,251
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056			489,382		448,330
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,8, 3.50%, 5/1/2043			123,594		119,272
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,8, 3.00%, 6/1/2029			201,717		197,596
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^2,8, 3.50%, 8/1/2047			403,576		395,363
JP Morgan Mortgage Trust, Series 2017-6, Class A3^2,8, 3.50%, 12/1/2048			367,382		352,715
JP Morgan Mortgage Trust, Series 2017-6, Class A5^2,8, 3.50%, 12/1/2048			493,937		483,576
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,8, 3.75%, 11/1/2054			145,910		145,152
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,8, 3.75%, 8/1/2055			221,038		219,670
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,8, 3.75%, 11/1/2056			224,127		222,441
Sequoia Mortgage Trust, Series 2013-2, Class A⁸, 1.874%, 2/1/2043			153,742		133,954
Sequoia Mortgage Trust, Series 2013-8, Class A1⁸, 3.00%, 6/1/2043			173,531		162,597
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,4,(1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027			368,239		368,289
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,8, 2.50%, 10/1/2056			390,958		379,560
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,8, 3.50%, 1/1/2045			169,295		164,832
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,8, 3.50%, 3/1/2045			143,482		143,108


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $9,677,677)					9,478,691


FOREIGN GOVERNMENT BONDS - 1.3%
Canada Housing Trust No. 1 (Canada)², 4.10%, 12/15/2018	CAD		86,000		65,491
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		102,000		78,378
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			500,000		491,770
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			900,000		886,964
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		2,087,000		101,776
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		888,000		41,551

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES		PRINCIPAL AMOUNT³		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)

Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		1,443,000	$	66,320
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		278,000		12,475
Province of Ontario (Canada), 1.25%, 6/17/2019			223,000		220,882
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		188,000		136,130
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			621,000		612,437


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $2,775,177)					2,714,174


U.S. GOVERNMENT AGENCIES - 6.9%

Mortgage-Backed Securities - 6.9%

Fannie Mae, Pool #888468, 5.50%, 9/1/2021			37,404		38,043
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			45,433		46,211
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			268,359		276,153
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			215,798		235,432
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039			135,184		144,646
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039			175,644		181,890
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040			107,162		116,597
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041			293,138		295,362
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041			452,919		468,415
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043			246,902		248,770
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044			1,065,400		1,041,560
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044			268,061		277,120
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046			631,482		617,348
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046			327,281		309,968
Fannie Mae, Pool #BE3812, 4.00%, 12/1/2046			347,055		347,302
Fannie Mae, Pool #MA3148, 3.50%, 10/1/2047			602,194		586,593
Fannie Mae, Pool #BJ1323, 3.50%, 11/1/2047			1,003,083		977,823
Fannie Mae, Pool #MA3184, 4.50%, 11/1/2047			369,136		378,293
Fannie Mae, Pool #CA1720, 5.00%, 5/1/2048			582,514		608,669
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048			571,886		597,508
Fannie Mae, Pool #BM4322, 4.00%, 7/1/2048			1,010,167		1,011,954
Fannie Mae, Pool #CA2056, 4.50%, 7/1/2048			591,386		606,264
Fannie Mae, Pool #BK9366, 4.50%, 8/1/2048			249,370		255,564
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048			451,995		472,223
Fannie Mae, Pool #MA3527, 5.00%, 11/1/2048			1,004,000		1,048,880
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049			520,587		554,322
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034			162,342		167,182
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034			150,120		155,635
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034			175,107		180,286
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038			204,038		217,893
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038			187,242		200,233
Freddie Mac, Pool #Q33778, 4.00%, 6/1/2045			248,615		249,278
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047			407,635		419,305
Freddie Mac, Pool #Q55506, 4.50%, 4/1/2048			774,608		793,769


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $14,476,549)					14,126,491

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

Investment Portfolio - October 31, 2018


BLENDED ASSET EXTENDED SERIES	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 0.2%
Dreyfus Government Cash Management, Institutional Shares⁹, 2.05%,
(Identified Cost $460,479)		460,479	$	460,479


TOTAL INVESTMENTS IN SECURITIES - 98.1%
(Identified Cost $205,397,142)				200,909,306


			VALUE (NOTE 2)

TOTAL OPTIONS WRITTEN - (0.1)% (Premiums Received $74,300)			$	(108,563	)


TOTAL INVESTMENTS - 98.0%				200,800,743
OTHER ASSETS, LESS LIABILITIES -2.0%				4,005,623


NET ASSETS - 100%			$	204,806,366

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE		NOTIONAL AMOUNT³ (000)		VALUE
Call
Booking Holdings, Inc.		2		11/09/18	$	1,960.00		375	$	(8,000	)
Qorvo, Inc.		65		11/16/18		77.50		478		(13,975	)
Alphabet, Inc. - Class C		6		11/23/18		1,110.00		646		(13,200	)


										(35,175	)


Put
lululemon athletica, Inc.		35		11/09/18		149.00		492		(28,525	)
Mastercard, Inc. - Class A		35		11/09/18		197.50		692		(13,650	)
Medtronic plc		77		11/16/18		90.00		692		(11,165	)
Microsoft Corp.		68		11/16/18		100.00		726		(6,188	)
Qorvo, Inc.		99		11/16/18		67.50		728		(13,860	)


										(73,388	)

TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(108,563	)

*Non-income producing security.

## Less than 0.1%.

¹A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $3,894,133.

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 $16,760,678, or 8.2% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

³Amount is stated in USD unless otherwise noted.

⁴Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁷Security is perpetual in nature and has no stated maturity date.

⁸Variable or floating rate security, the interest rate of which 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, 2018.

⁹Rate shown is the current yield as of October 31, 2018.

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

Investment Portfolio - October 31, 2018

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

Statement of Assets and Liabilities - Blended Asset Extended Series

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $205,397,142) (Note 2)	$	200,909,306
Foreign currency, at value (identified cost $4,952)		4,946
Interest receivable		754,211
Receivable for securities sold		6,134,466
Receivable for fund shares sold		247,372
Foreign tax reclaims receivable		24,898
Dividends receivable		46,299
Prepaid and other expenses		168


TOTAL ASSETS		208,121,666


LIABILITIES:

Accrued management fees (Note 3)		55,651
Accrued fund accounting and administration fees (Note 3)		29,367
Accrued Chief Compliance Officer service fees (Note 3)		401
Options written, at value (premiums received $74,300) (Note 2)		108,563
Payable for securities purchased		3,039,342
Payable for fund shares repurchased		17,378
Other payables and accrued expenses		64,598


TOTAL LIABILITIES		3,315,300


TOTAL NET ASSETS	$	204,806,366


NET ASSETS CONSIST OF:

Capital stock	$	202,295
Additional paid-in-capital		208,002,017
Total distributable earnings (loss)		(3,397,946	)


TOTAL NET ASSETS	$	204,806,366


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($204,806,366/ 20,229,522 shares)	$	10.12

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

Statement of Operations - Blended Asset Extended Series

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	2,950,550
Dividends (net of foreign taxes withheld, $73,579)		1,261,891


Total Investment Income		4,212,441


EXPENSES:

Management fees (Note 3)		1,010,540
Fund accounting and administration fees (Note 3)		92,140
Directors’ fees (Note 3)		15,733
Chief Compliance Officer service fees (Note 3)		4,394
Custodian fees		42,121
Miscellaneous		83,844


Total Expenses		1,248,772
Less reduction of expenses (Note 3)		(137,179	)


Net Expenses		1,111,593


NET INVESTMENT INCOME		3,100,848


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

Net realized gain (loss) on-
Investments in securities		(707,017	)
Options written		312,756
Foreign currency and translation of other assets and liabilities		(10,593	)

		(404,854	)


Net change in unrealized appreciation (depreciation) on-
Investments		(3,979,301	)
Options written		(34,263	)
Foreign currency and translation of other assets and liabilities		(1,085	)

		(4,014,649	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(4,419,503	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,318,655	)

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

Statements of Changes in Net Assets - Blended Asset Extended Series


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/13/17¹TO 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,100,848		$	61,190
Net realized loss on investments and foreign currency		(404,854	)		(24,640	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(4,014,649	)		(508,702	)


Net decrease from operations		(1,318,655	)		(472,152	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class R6		(1,607,139	)		—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		1,552,694			206,651,618


Net decrease in net assets		(1,373,100	)		206,179,466

NET ASSETS:

Beginning of period		206,179,466			—


End of period	$	204,806,366		$	206,179,466

¹ Commencement of operations.

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

Financial Highlights - Blended Asset Extended Series - Class R6


	FOR THE YEAR ENDED			FOR THE PERIOD
	10/31/18			10/13/17¹TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.31		$	10.33

Income (loss) from investment operations:
Net investment income (loss)²		0.16			0.00	³
Net realized and unrealized loss on investments		(0.27	)		(0.02	)


Total from investment operations		(0.11	)		(0.02	)


Less distributions to shareholders:
From net investment income		(0.08	)		—


Net asset value - End of period	$	10.12		$	10.31


Net assets - End of period (000’s omitted)	$	204,806		$	206,179


Total return⁴		(1.06	%)		(0.19	%)
Ratios (to average net assets)/Supplemental Data:
Expenses		0.55	%		0.55	%⁵
Net investment income		1.53	%		0.61	%⁵
Series portfolio turnover		99	%		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 amounts:
		0.07	%		0.54	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

reimbursed during the periods. Periods less than one year are not annualized.

⁵Annualized.

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

Performance Update as of October 31, 2018 - Blended Asset Maximum Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURN AS OF OCTOBER 31, 2018
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Blended Maximum Series - Class R6³		2.77	%		2.72	%
Russell 3000^®Index⁴		6.60	%		7.09	%
65/20/15 Blended Index⁵		2.28	%		2.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class R6 from its inception2 (October 13, 2017) to present (October 31, 2018) to the Russell 3000^® Index and the 65/20/15 Blended Index.

LOGO

² Performance numbers for the Series and Indices are calculated from October 13, 2017, 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 ended October 31, 2018, this net expense ratio was 0.55% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.65% for Class R6 for the year ended October 31, 2018.

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

⁵ The 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 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.

Shareholder Expense Example - Blended Asset Maximum Series

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18		ENDING ACCOUNT VALUE 10/31/18		EXPENSES PAID DURING PERIOD* 5/1/18-10/31/18
Actual		$1,000.00		$992.90		$2.76
Hypothetical
(5% return before expenses)		$1,000.00		$1,022.43		$2.80

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.55%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period since inception). 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.

Portfolio Composition - Blended Asset Maximum Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care			15.1%
Consumer Staples			13.2%
Information Technology			12.0%
Consumer Discretionary			11.6%
Financials			8.5%
Communication Services			7.5%
Materials			6.6%
Industrials			5.1%
Real Estate			4.1%
Energy			3.8%
Utilities			0.1%

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


Top Ten Stock Holdings⁵
Booking Holdings, Inc.			1.8%
Incyte Corp.			1.8%
Mastercard, Inc. - Class A			1.8%
Qorvo, Inc.			1.8%
Medtronic plc			1.7%
lululemon athletica, Inc.			1.6%
The Coca-Cola Co.			1.6%
Visa, Inc. - Class A			1.6%
Novartis AG - ADR (Switzerland)			1.6%
Tencent Holdings Ltd. - Class H (China)			1.4%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 83.7%

Communication Services - 6.9%
Diversified Telecommunication Services - 1.3%
Orange S.A. (France)		795	$	12,409
Telefonica Brasil S.A. (Brazil)		900		10,421
Zayo Group Holdings, Inc.*		61,100		1,825,668


				1,848,498

Entertainment - 1.0%
Electronic Arts, Inc.*		14,525		1,321,484
NetEase, Inc. - ADR (China)		175		36,374
Nexon Co. Ltd. (Japan)*		2,774		31,644
Toho Co. Ltd. -Tokyo (Japan)		500		16,313
Vivendi S.A. (France)		410		9,888


				1,415,703

Interactive Media & Services - 3.1%
Alphabet, Inc. - Class A*		1,085		1,183,279
Alphabet, Inc. - Class C*		1,140		1,227,518
Tencent Holdings Ltd. - Class H (China)		58,359		1,999,336


				4,410,133

Media - 1.4%
Hakuhodo DY Holdings, Inc. (Japan)		1,100		18,346
Quebecor, Inc. - Class B (Canada)		49,165		964,291
Shaw Communications, Inc. - Class B (Canada)		52,050		969,080


				1,951,717

Wireless Telecommunication Services - 0.1%
KDDI Corp. (Japan)		1,400		33,880
NTT DOCOMO, Inc. (Japan)		1,400		34,718


				68,598


Total Communication Services				9,694,649

Consumer Discretionary - 11.0%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)¹		36,500		26,360
NGK Spark Plug Co. Ltd. (Japan)		900		18,212


				44,572


Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		15,000		28,905
Isuzu Motors Ltd. (Japan)		1,400		18,355
Peugeot S.A. (France)		215		5,111
Renault S.A. (France)		105		7,841
Suzuki Motor Corp. (Japan)		800		39,893


				100,105


Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		44,000		19,096
China Yuhua Education Corp. Ltd. (China)¹		68,000		27,419
Fu Shou Yuan International Group Ltd. (China)		56,000		43,037
New Oriental Education & Technology Group, Inc. - ADR (China)*		690		40,372
TAL Education Group - ADR (China)*		500		14,490
Wisdom Education International Holdings Co. Ltd. (China)		42,000		18,901


				163,315


Hotels, Restaurants & Leisure - 0.0%##
Accor S.A. (France)		865		39,524
Basic-Fit N.V. (Netherlands)*¹		895		25,768


				65,292


Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		1,200		18,871
Techtronic Industries Co. Ltd. (Hong Kong)		4,000		18,835


				37,706


Internet & Direct Marketing Retail - 4.2%
Alibaba Group Holding Ltd. - ADR (China)*		13,695		1,948,524
Amazon.com, Inc.*		865		1,382,279
Booking Holdings, Inc.*		1,360		2,549,429
Despegar.com Corp. (Argentina)*		700		11,249


				5,891,481


Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		1,100		39,132
Yamaha Corp. (Japan)		900		39,550


				78,682


Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		2,315		14,702
Lojas Americanas S.A. (Brazil)		1,600		8,001
Lojas Renner S.A. (Brazil)		1,060		10,732
Magazine Luiza S.A. (Brazil)		200		9,051
Next plc (United Kingdom)		270		17,937


				60,423


Specialty Retail - 4.2%
AutoZone, Inc.*		2,525		1,852,012

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail (continued)
Dick’s Sporting Goods, Inc		37,010	$	1,309,044
Industria de Diseno Textil S.A. (Spain)		31,870		898,242
Nitori Holdings Co. Ltd. (Japan)		100		13,057
O’Reilly Automotive, Inc.*		2,790		894,892
Ulta Beauty, Inc.*		3,410		936,113
USS Co. Ltd. (Japan)		1,000		18,032


				5,921,392

Textiles, Apparel & Luxury Goods - 2.3%
ANTA Sports Products Ltd. (China)		7,000		28,900
Burberry Group plc (United Kingdom)		810		18,743
Hermes International (France)		30		17,127
Kering S.A. (France)		35		15,557
lululemon athletica, Inc.*		16,255		2,287,566
LVMH Moet Hennessy Louis Vuitton SE (France)		115		34,891
Moncler S.p.A (Italy)		520		18,058
NIKE, Inc. - Class B		11,145		836,321


				3,257,163


Total Consumer Discretionary				15,620,131

Consumer Staples - 13.2%
Beverages - 5.3%
Ambev S.A. - ADR (Brazil)		300,825		1,302,572
Ambev S.A. (Brazil)		6,000		26,183
Anheuser-Busch InBev S.A./N.V. (Belgium)		18,025		1,333,146
The Coca-Cola Co.		46,570		2,229,772
Diageo plc (United Kingdom)		30,880		1,067,569
Fomento Economico Mexicano SAB de C.V. (Mexico)		1,900		16,184
PepsiCo, Inc.		12,330		1,385,645
Pernod Ricard S.A. (France)		100		15,249
Treasury Wine Estates Ltd. (Australia)		5,595		60,222


				7,436,542

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		1,900		7,745
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		700		25,308
Tsuruha Holdings, Inc. (Japan)		200		20,874
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		12,250		31,323
Wesfarmers Ltd. (Australia)		555		18,380


				103,630

Food Products - 3.3%
Barry Callebaut AG (Switzerland)		15		29,319
Campbell Soup Co		29,820		1,115,566
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		5		34,471
Danone S.A. (France)		1,045		74,000
Grupo Bimbo S.A.B. de C.V. - Series A(Mexico)		6,555		12,256
Kerry Group plc - Class A (Ireland)		475		48,609
Kikkoman Corp. (Japan)		600		32,872
Mondelez International, Inc. - Class A		42,260		1,774,075
Nestle S.A. (Switzerland)		17,760		1,499,354


				4,620,522

Household Products - 0.6%
Colgate-Palmolive Co		14,225		847,099
Henkel AG & Co. KGaA (Germany)		175		17,143
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		17,200		24,784
Lion Corp. (Japan)		1,400		26,321


				915,347

Personal Products - 2.1%
Beiersdorf AG (Germany)		12,115		1,252,652
Kao Corp. (Japan)		300		19,957
Kobayashi Pharmaceutical Co. Ltd. (Japan)		300		19,567
L’Oreal S.A. (France)		170		38,302
Unilever plc - ADR (United Kingdom)		32,230		1,707,545


				3,038,023

Tobacco - 1.8%
Altria Group, Inc		16,740		1,088,770
British American Tobacco plc - ADR (United Kingdom)		1,060		46,004
KT&G Corp. (South Korea)		195		17,388
Philip Morris International, Inc.		15,385		1,354,957
Swedish Match AB (Sweden)		355		18,083


				2,525,202


Total Consumer Staples				18,639,266

Energy - 3.0%
Energy Equipment & Services - 2.6%
Core Laboratories N.V		300		25,572

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Energy Equipment & Services (continued)
Diamond Offshore Drilling, Inc.*		31,190	$	442,274
Ensco plc - Class A		110,330		787,756
Schlumberger Ltd		33,175		1,702,209
Transocean Ltd.*		62,220		685,042


				3,642,853

Oil, Gas & Consumable Fuels - 0.4%
Cameco Corp. (Canada)		2,365		25,354
Canadian Natural Resources Ltd. (Canada)		1,385		38,001
China Petroleum & Chemical Corp. - Class H (China)		46,000		37,471
Eni S.p.A. (Italy)		2,230		39,604
Galp Energia SGPS S.A. (Portugal)		4,480		77,899
Repsol S.A. (Spain)		3,735		66,740
Royal Dutch Shell plc - Class B - ADR (Netherlands)		1,220		80,166
SK Innovation Co. Ltd. (South Korea)		150		28,150
Suncor Energy, Inc. (Canada)		1,080		36,228
TOTAL S.A. (France)		1,115		65,423
Vermilion Energy, Inc. (Canada)		1,440		38,186
Woodside Petroleum Ltd. (Australia)		1,620		39,885


				573,107


Total Energy				4,215,960


Financials - 7.5%
Banks - 2.2%
Banco Bradesco S.A. (Brazil)		2,800		25,656
Banco Comercial Portugues S.A. (Portugal)*		103,325		27,793
Banco do Brasil S.A. (Brazil)		1,100		12,606
Banco Santander Brasil S.A. (Brazil)		1,100		12,473
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		540		21,757
Bankia S.A. (Spain)		210,650		661,660
Bankinter S.A. (Spain)		4,465		36,582
BNP Paribas S.A. (France)		530		27,620
CaixaBank S.A. (Spain)		254,875		1,031,400
Credit Agricole S.A. (France)		605		7,748
Erste Group Bank AG (Austria)		645		26,256
FinecoBank Banca Fineco S.p.A. (Italy)		96,640		1,010,040
Itau Unibanco Holding S.A. (Brazil)		1,900		25,088
Itausa - Investimentos Itau S.A. (Brazil)		4,300		12,941
Jyske Bank A/S (Denmark)		580		23,682
KBC Group N.V. (Belgium)		375		25,843
Societe Generale S.A. (France)		350		12,830
Sydbank A/S (Denmark)		850		19,633


				3,021,608

Capital Markets - 4.3%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		1,900		13,626
BlackRock, Inc.		4,800		1,974,816
Cboe Global Markets, Inc.		3,155		356,042
The Charles Schwab Corp.		27,205		1,257,959
CME Group, Inc.		1,795		328,916
E*TRADE Financial Corp.		14,750		728,945
Intercontinental Exchange, Inc.		4,020		309,701
Japan Exchange Group, Inc. (Japan)		1,500		26,866
Julius Baer Group Ltd. (Switzerland)		23,825		1,086,534


				6,083,405

Diversified Financial Services - 1.0%
Berkshire Hathaway, Inc. - Class B*		6,945		1,425,671

Insurance - 0.0%##
Admiral Group plc (United Kingdom)		720		18,508
AXA S.A. (France)		930		23,275
BB Seguridade Participacoes S.A. (Brazil)		1,300		9,302


				51,085

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		705		26,227


Total Financials				10,607,996

Health Care - 15.0%
Biotechnology - 4.5%
BioMarin Pharmaceutical, Inc.*		16,580		1,528,178
Incyte Corp.*		39,295		2,547,102
Regeneron Pharmaceuticals, Inc.*		2,420		820,961
Seattle Genetics, Inc.*		15,260		856,544
Vertex Pharmaceuticals, Inc.*		3,660		620,224


				6,373,009

Health Care Equipment & Supplies - 2.9%
Coloplast A/S - Class B (Denmark)		365		34,059
EssilorLuxottica (France)		255		34,827
Hoya Corp. (Japan)		300		16,973
Intuitive Surgical, Inc.*		2,765		1,441,063
Medtronic plc		27,385		2,459,721

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		27,510	$	24,642
Smith & Nephew plc (United Kingdom)		1,105		17,962
Sonova Holding AG (Switzerland)		110		17,939
Terumo Corp. (Japan)		700		37,787
William Demant Holding A/S (Denmark)*		550		18,079


				4,103,052

Health Care Providers & Services - 0.7%
DaVita, Inc.*		15,690		1,056,565

Life Sciences Tools & Services - 1.3%
QIAGEN N.V.*		26,785		972,296
QIAGEN N.V.*		885		32,124
Tecan Group AG (Switzerland)		55		12,407
Thermo Fisher Scientific, Inc.		3,295		769,877


				1,786,704

Pharmaceuticals - 5.6%
Astellas Pharma, Inc. (Japan)		1,300		20,085
Bristol-Myers Squibb Co.		11,985		605,722
Chugai Pharmaceutical Co. Ltd. (Japan)		600		35,128
Johnson & Johnson		12,825		1,795,372
Merck & Co., Inc.		8,915		656,233
Merck KGaA (Germany)		6,705		717,453
Mylan N.V.*		15,400		481,250
Novartis AG - ADR (Switzerland)		25,270		2,210,114
Novartis AG (Switzerland)		750		65,679
Novo Nordisk A/S - Class B (Denmark)		415		17,922
Perrigo Co. plc		18,065		1,269,970
Sanofi (France)		460		41,106


				7,916,034


Total Health Care				21,235,364

Industrials - 4.7%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		245		27,076
BAE Systems plc (United Kingdom)		6,075		40,735
MTU Aero Engines AG (Germany)		85		18,048
Safran S.A. (France)		140		18,092
Thales S.A. (France)		40		5,109


				109,060

Air Freight & Logistics - 1.0%
FedEx Corp		6,635		1,461,956

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		280		23,184

Building Products - 0.0%##
Cie de Saint-Gobain (France)		210		7,911
TOTO Ltd. (Japan)		500		17,888


				25,799

Commercial Services & Supplies - 1.0%
Advanced Disposal Services, Inc.*		49,260		1,334,453
China Everbright International Ltd. (China)		3,000		2,400
Secom Co. Ltd. (Japan)		200		16,374


				1,353,227

Construction & Engineering - 0.9%
FLSmidth & Co. A/S (Denmark)		105		5,509
Vinci S.A. (France)		13,900		1,237,085


				1,242,594

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		245		17,716

Industrial Conglomerates - 0.0%##
Siemens AG (Germany)		450		51,726

Machinery - 0.3%
Epiroc AB - Class A (Sweden)*		3,650		32,052
FANUC Corp. (Japan)		200		34,793
Hoshizaki Corp. (Japan)		400		32,288
Hyundai Heavy Industries Co. Ltd. (South Korea)*		255		28,051
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		330		27,370
Jungheinrich AG (Germany)		790		26,174
KION Group AG (Germany)		690		40,321
Kone OYJ - Class B (Finland)		355		17,279
Makita Corp. (Japan)		400		13,829
Metso OYJ (Finland)		1,010		31,887
MISUMI Group, Inc. (Japan)		900		18,037
Samsung Heavy Industries Co. Ltd. (South Korea)*		2,215		13,590
Schindler Holding AG (Switzerland)		175		36,901
WEG S.A. (Brazil)		1,600		7,743
The Weir Group plc (United Kingdom)		3,545		71,739


				432,054

Professional Services - 0.6%
Equifax, Inc.		7,145		724,789
Experian plc (United Kingdom)		750		17,249

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Professional Services (continued)
Recruit Holdings Co. Ltd. (Japan)		1,500	$	40,259
Teleperformance (France)		105		17,293
Wolters Kluwer N.V. (Netherlands)		300		17,020


				816,610

Road & Rail - 0.7%
Canadian National Railway Co. (Canada)		225		19,235
Genesee & Wyoming, Inc. - Class A*		12,350		978,490


				997,725

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		1,075		26,539
Brenntag AG (Germany)		420		21,934
Kanamoto Co. Ltd. (Japan)		800		26,733


				75,206

Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		3,200		16,760
Grupo Aeroportuario del Pacifico
S.A.B. de C.V. - ADR (Mexico)		180		14,918


				31,678


Total Industrials				6,638,535

Information Technology - 11.9%
Electronic Equipment, Instruments & Components - 1.0%
Cognex Corp.		15,085		646,241
Halma plc (United Kingdom)		1,570		26,644
Hexagon A.B. - Class B (Sweden)		800		39,155
Keyence Corp. (Japan)		1,570		766,976
Yokogawa Electric Corp. (Japan)		900		17,671


				1,496,687

IT Services - 4.9%
Amadeus IT Group S.A. (Spain)		230		18,521
Amdocs Ltd.		20,750		1,312,853
Capgemini SE (France)		65		7,937
InterXion Holding N.V. (Netherlands)*		11,505		677,299
Mastercard, Inc. - Class A		12,880		2,545,990
Nomura Research Institute Ltd. (Japan)		800		35,467
Obic Co. Ltd. (Japan)		500		45,520
Otsuka Corp. (Japan)		600		19,901
Visa, Inc. - Class A		16,100		2,219,385


				6,882,873

Semiconductors & Semiconductor Equipment - 2.3%
Qorvo, Inc.*		34,090		2,505,956
Skyworks Solutions, Inc.		9,095		789,082


				3,295,038

Software - 3.7%
Adobe, Inc.*		4,845		1,190,706
Check Point Software Technologies Ltd. (Israel)*		335		37,185
Dassault Systemes S.E. (France)		60		7,511
Microsoft Corp		17,710		1,891,605
Oracle Corp. (Japan)		300		20,307
SAP SE (Germany)		170		18,202
ServiceNow, Inc.*		10,900		1,973,336
Trend Micro, Inc. (Japan)		600		34,539


				5,173,391


Total Information Technology				16,847,989

Materials - 6.4%
Chemicals - 2.7%
Air Liquide S.A. (France)		180		21,759
Akzo Nobel N.V. (Netherlands)		15,745		1,322,022
Asahi Kasei Corp. (Japan)		1,600		19,198
Axalta Coating Systems Ltd.*		29,295		723,001
CF Industries Holdings, Inc.		20,595		989,178
Croda International plc (United Kingdom)		634		39,052
FUCHS PETROLUB S.E. (Germany)		169		7,823
Givaudan S.A. (Switzerland)		5		12,120
Mexichem S.A.B. de C.V. (Mexico)		12,140		31,753
Nissan Chemical Corp. (Japan)		400		18,861
Novozymes A/S - Class B (Denmark)		375		18,519
Olin Corp.		31,165		629,533
Solvay S.A. (Belgium)		540		61,510


				3,894,329

Containers & Packaging - 2.1%
Ball Corp.		26,700		1,196,159
Crown Holdings, Inc.*		11,285		477,243
DS Smith plc (United Kingdom)		8,021		40,245
Sealed Air Corp.		37,415		1,210,749


				2,924,396

Metals & Mining - 1.6%
Antofagasta plc (Chile)		38,845		388,839
First Quantum Minerals Ltd. (Zambia)		4,085		40,774
Freeport-McMoRan, Inc.		52,190		608,014

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Metals & Mining (continued)
Lundin Mining Corp. (Chile)		90,855	$	373,372
Southern Copper Corp. (Peru)		21,180		812,041


				2,223,040


Total Materials				9,041,765

Real Estate - 4.0%
Equity Real Estate Investment Trusts (REITS) - 4.0%
Acadia Realty Trust		285		7,933
Agree Realty Corp.		150		8,590
Alexandria Real Estate Equities, Inc.		60		7,334
American Campus Communities, Inc.		210		8,297
American Homes 4 Rent - Class A		1,455		30,657
American Tower Corp.		10,745		1,674,178
Americold Realty Trust		275		6,806
Apartment Investment & Management Co. - Class A		550		23,672
Apple Hospitality REIT, Inc.		765		12,370
AvalonBay Communities, Inc.		340		59,629
Boston Properties, Inc.		375		45,285
Brandywine Realty Trust		1,945		27,347
CatchMark Timber Trust, Inc. - Class A		946		8,372
Chesapeake Lodging Trust		400		11,756
Colony Capital, Inc.		1,675		9,832
Community Healthcare Trust, Inc.		460		13,671
CoreCivic, Inc.		915		20,551
Cousins Properties, Inc.		3,320		27,589
Crown Castle International Corp.		210		22,835
CubeSmart		225		6,521
Digital Realty Trust, Inc.		395		40,788
EastGroup Properties, Inc.		65		6,226
Equinix, Inc.		2,465		933,594
Equity LifeStyle Properties, Inc.		155		14,677
Equity Residential		765		49,694
Essex Property Trust, Inc.		130		32,601
Extra Space Storage, Inc.		170		15,310
Federal Realty Investment Trust		65		8,063
First Industrial Realty Trust, Inc.		385		11,820
Getty Realty Corp.		470		12,610
HCP, Inc.		840		23,142
Healthcare Realty Trust, Inc.		545		15,184
Healthcare Trust of America, Inc. - Class A		610		16,019
Hibernia REIT plc (Ireland)		8,480		13,351
Host Hotels & Resorts, Inc.		1,590		30,385
Independence Realty Trust, Inc.		1,445		14,320
Invitation Homes, Inc.		1,274		27,875
Jernigan Capital, Inc.		815		15,950
Kimco Realty Corp.		710		11,424
Lamar Advertising Co. - Class A		130		9,532
Lexington Realty Trust		1,460		11,344
Liberty Property Trust		580		24,285
The Macerich Co.		115		5,936
Mid-America Apartment Communities, Inc.		260		25,405
National Retail Properties, Inc.		260		12,155
National Storage Affiliates Trust		245		6,524
Outfront Media, Inc.		430		7,620
Physicians Realty Trust		1,880		31,170
Plymouth Industrial REIT, Inc.		565		7,910
Prologis, Inc.		910		58,668
Public Storage		185		38,012
Realty Income Corp.		135		8,136
SBA Communications Corp.*		10,190		1,652,512
Simon Property Group, Inc.		445		81,666
STAG Industrial, Inc.		580		15,347
STORE Capital Corp.		275		7,983
Sun Communities, Inc.		310		31,146
Sunstone Hotel Investors, Inc.		1,265		18,305
Tier REIT, Inc.		1,170		25,354
UDR, Inc.		805		31,548
UMH Properties, Inc.		585		8,383
Unibail-Rodamco-Westfield (France)		270		48,859
Urban Edge Properties		1,290		26,432
Ventas, Inc.		245		14,220
VEREIT, Inc.		2,905		21,294
Vornado Realty Trust		420		28,594
Weingarten Realty Investors		705		19,825
Welltower, Inc.		295		19,491


				5,623,914

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		100		13,184
StorageVault Canada, Inc. (Canada).		2,045		4,008


				17,192


Total Real Estate				5,641,106

Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)		12,000		9,132
Engie Brasil Energia S.A. (Brazil)		700		7,486

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES/ PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMON STOCKS (continued)

Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
Huaneng Renewables Corp. Ltd. - Class H (China)		95,522	$	24,585

				41,203

Multi-Utilities - 0.0%##
Engie S.A. (France)		795		10,564

Water Utilities - 0.0%##
Guangdong Investment Ltd. (China)		20,000		35,806

Total Utilities				87,573

TOTAL COMMON STOCKS
(Identified Cost $119,313,294)				118,270,334


CORPORATE BONDS - 3.7%

Non-Convertible Corporate Bonds - 3.7%
Communication Services - 0.6%
Diversified Telecommunication Services - 0.3%
AT&T, Inc., 4.25%, 3/1/2027		140,000		135,766
Verizon Communications, Inc., 5.50%, 3/16/2047		200,000		208,395

				344,161

Media - 0.2%
CCO Holdings LLC - CCO Holdings Capital Corp.¹, 5.50%, 5/1/2026		25,000		24,375
Discovery Communications LLC, 5.20%, 9/20/2047		140,000		129,484
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)¹, 5.50%, 3/1/2028		200,000		185,500

				339,359

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		45,000		42,750
Inmarsat Finance plc (United Kingdom)¹, 4.875%, 5/15/2022		102,000		99,911
Sprint Communications, Inc.¹, 9.00%, 11/15/2018		8,000		8,016
Sprint Communications, Inc.¹, 7.00%, 3/1/2020		8,000		8,290

				158,967

Total Communication Services				842,487

Consumer Discretionary - 0.5%
Auto Components - 0.0%##
Techniplas LLC¹, 10.00%, 5/1/2020		20,000		18,800


	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Consumer Discretionary (continued)
Automobiles - 0.1%
General Motors Co.³, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		140,000	$	139,798

Household Durables - 0.2%
Century Communities, Inc., 5.875%, 7/15/2025		106,000		95,930
LGI Homes, Inc.¹, 6.875%, 7/15/2026		25,000		23,750
Meritage Homes Corp., 5.125%, 6/6/2027		20,000		17,600
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		30,000		30,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		25,000		23,344
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		15,000		14,400
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		26,000		24,570

				229,594

Internet & Direct Marketing Retail - 0.1%
Booking Holdings, Inc., 3.60%, 6/1/2026		220,000		210,109

Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		70,000		73,921
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		70,000		73,429

				147,350

Total Consumer Discretionary				745,651

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC¹, 5.375%, 7/15/2022		20,000		19,300

Household Products - 0.0%##
First Quality Finance Co., Inc.¹, 5.00%, 7/1/2025		15,000		13,800

Total Consumer Staples				33,100

Energy - 0.8%
Energy Equipment & Services - 0.0%##
Shelf Drilling Holdings Ltd. (United Arab Emirates)¹, 8.25%, 2/15/2025		20,000		20,050

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
TerraForm Power Operating, LLC¹, 5.00%, 1/31/2028		20,000	$	17,875

				37,925

Oil, Gas & Consumable Fuels - 0.8%
American Midstream Partners LP - American Midstream Finance Corp.¹, 9.50%, 12/15/2021		25,000		24,501
Boardwalk Pipelines LP, 5.95%, 6/1/2026		200,000		208,982
DCP Midstream Operating LP¹, 5.35%, 3/15/2020		15,000		15,169
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		28,000		27,930
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		30,000		31,050
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		20,000		18,100
Jonah Energy LLC - Jonah Energy Finance Corp.¹, 7.25%, 10/15/2025		109,000		86,655
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		180,000		206,172
Rockies Express Pipeline, LLC¹, 5.625%, 4/15/2020		10,000		10,217
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		200,000		212,325
SemGroup Corp., 6.375%, 3/15/2025		20,000		19,350
Seven Generations Energy Ltd. (Canada)¹, 5.375%, 9/30/2025		18,000		16,785
Southwestern Energy Co.⁴, 6.20%, 1/23/2025		21,000		20,422
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.¹, 5.50%, 9/15/2024		15,000		15,094
W&T Offshore, Inc.¹, 9.75%, 11/1/2023		25,000		24,192
The Williams Companies, Inc., 3.75%, 6/15/2027		110,000		102,425

				1,039,369

Total Energy				1,077,294

Financials - 1.0%
Banks - 0.6%
Bank of America Corp., 4.00%, 1/22/2025		220,000		214,244
Citigroup, Inc., 8.125%, 7/15/2039		150,000		209,437
JPMorgan Chase & Co., 6.30%, 4/23/2019		210,000		213,401
Popular, Inc., 6.125%, 9/14/2023		25,000		25,295
Santander Holdings USA, Inc., 4.50%, 7/17/2025		140,000		136,898

				799,275

Capital Markets - 0.2%
LPL Holdings, Inc.¹, 5.75%, 9/15/2025		25,000		24,281
Morgan Stanley³, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		210,000		212,216

				236,497

Consumer Finance - 0.0%##
Ally Financial, Inc., 3.50%, 1/27/2019		15,000		14,981
Navient Corp., 7.25%, 9/25/2023		15,000		15,525
SLM Corp., 5.125%, 4/5/2022		30,000		29,850

				60,356

Diversified Financial Services - 0.1%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		140,000		136,710
FS Energy & Power Fund¹, 7.50%, 8/15/2023		30,000		30,420
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.¹, 6.375%, 12/15/2022		20,000		20,275

				187,405

Insurance - 0.1%
Prudential Financial, Inc.⁵, (3mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		130,000		135,265

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp¹, 5.875%, 8/1/2021		15,000		15,112

Total Financials				1,433,910

Health Care - 0.1%
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		30,000		28,350
Fresenius Medical Care US Finance II, Inc. (Germany)¹, 5.625%, 7/31/2019		18,000		18,281
HCA, Inc., 5.375%, 9/1/2026		25,000		24,812

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

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.¹, 6.625%, 5/15/2022		20,000	$	19,220

Total Health Care				90,663

Industrials - 0.4%
Allegiant Travel Co., 5.50%, 7/15/2019		18,000		18,090
American Airlines Group, Inc.¹, 5.50%, 10/1/2019		20,000		20,219

				38,309

Commercial Services & Supplies - 0.0%##
The ADT Security Corp., 5.25%, 3/15/2020		15,000		15,150
Covanta Holding Corp., 6.00%, 1/1/2027		30,000		28,950
W/S Packaging Holdings, Inc.¹, 9.00%, 4/15/2023		20,000		20,400

				64,500

Construction & Engineering - 0.0%##
Tutor Perini Corp.¹, 6.875%, 5/1/2025		28,000		28,035

Industrial Conglomerates - 0.0%##
General Electric Co.^5,6, (3mo. LIBOR US + 3.330%), 5.00%		110,000		101,888

Machinery - 0.1%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		140,000		139,874

Marine - 0.0%##
Global Ship Lease, Inc. (United Kingdom)¹, 9.875%, 11/15/2022		30,000		28,575

Trading Companies & Distributors - 0.2%
Aircastle Ltd., 6.25%, 12/1/2019		10,000		10,277
Fortress Transportation & Infrastructure Investors, LLC¹, 6.50%, 10/1/2025		25,000		24,562
International Lease Finance Corp., 6.25%, 5/15/2019		150,000		152,392
Park Aerospace Holdings Ltd. (Ireland)¹, 4.50%, 3/15/2023		24,000		22,833

				210,064

Total Industrials				611,245

Information Technology - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		28,000		26,320

Materials - 0.2%
Chemicals - 0.0%##
LSB Industries, Inc.¹, 9.625%, 5/1/2023		30,000		31,125

Metals & Mining - 0.2%
Corp Nacional del Cobre de Chile (Chile)¹, 5.625%, 9/21/2035		90,000		95,389
Mountain Province Diamonds, Inc. (Canada)¹, 8.00%, 12/15/2022		40,000		40,600
Northwest Acquisitions ULC - Dominion Finco, Inc.¹, 7.125%, 11/1/2022		45,000		45,308

				181,297

Total Materials				212,422

Real Estate - 0.1%
Equity Real Estate Investment Trusts (REITS) - 0.1%##
American Homes 4 Rent LP, 4.25%, 2/15/2028		150,000		141,785
Greystar Real Estate Partners, LLC¹, 5.75%, 12/1/2025		30,000		29,100
iStar, Inc., 5.25%, 9/15/2022		20,000		19,350

Total Real Estate				190,235

Utilities - 0.0%##
Gas Utilities - 0.0%##
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		30,000		27,300

Independent Power and Renewable Electricity Producers - 0.0%##
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		20,000		18,600

Total Utilities				45,900

TOTAL CORPORATE BONDS (Identified Cost $5,506,391)				5,309,227

Investment Portfolio - October 31, 2018


BLENDED ASSET MAXIMUM SERIES	SHARES/ PRINCIPAL AMOUNT²		VALUE (NOTE 2)

MUTUAL FUNDS - 0.1%
iShares MSCI Thailand ETF		1,228	$	106,468
iShares U.S. Real Estate ETF		300		23,433

TOTAL MUTUAL FUNDS
(Identified Cost $132,588)				129,901

U.S. TREASURY SECURITIES - 11.1%
U.S. Treasury Bonds - 1.8%
U.S. Treasury Bond, 6.25%, 5/15/2030		572,000		740,539
U.S. Treasury Bond, 4.75%, 2/15/2037		840,000		1,011,347
U.S. Treasury Bond, 3.00%, 5/15/2047		440,000		407,533
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		404,172		359,002

Total U.S. Treasury Bonds
(Identified Cost $2,714,908)				2,518,421

U.S. Treasury Notes - 9.3%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		1,549,400		1,522,992
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		391,946		377,348
U.S. Treasury Note, 1.625%, 4/30/2019		1,400,000		1,394,039
U.S. Treasury Note, 2.125%, 7/31/2024		5,762,000		5,486,505
U.S. Treasury Note, 1.625%, 5/15/2026		1,660,000		1,496,334
	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)
U.S. TREASURY SECURITIES (continued)

U.S. Treasury Notes (continued)
U.S. Treasury Note, 2.375%, 5/15/2027		1,433,000	$	1,352,562
U.S. Treasury Note, 2.75%, 2/15/2028		1,550,000		1,499,988

Total U.S. Treasury Notes
(Identified Cost $13,337,311)				13,129,768

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $16,052,219)				15,648,189

SHORT-TERM INVESTMENT - 1.2%
Dreyfus Government Cash Management, Institutional Shares⁷, 2.05%,
(Identified Cost $1,706,948)		1,706,948		1,706,948

TOTAL INVESTMENTS - 99.8%
(Identified Cost $142,711,440)				141,064,599
OTHER ASSETS, LESS LIABILITIES - 0.2%				231,817

NET ASSETS - 100%			$	141,296,416

ADR - American Depositary Receipt

ETF - Exchange-traded fund

*Non-income producing security.

## Less than 0.1%.

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 $1,225,562, or 0.9% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

²Amount is stated in USD unless otherwise noted.

³Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁴Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁶Security is perpetual in nature and has no stated maturity date.

⁷Rate shown is the current yield as of October 31, 2018.

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

Statement of Assets and Liabilities - Blended Asset Maximum Series

October 31, 2018


ASSETS:

Investments, at value (identified cost $142,711,440) (Note 2)	$	141,064,599
Foreign currency, at value (identified cost $1,300)		1,300
Interest receivable		178,692
Dividends receivable		38,896
Receivable for fund shares sold		102,603
Receivable for securities sold		2,393,990
Foreign tax reclaims receivable		25,308
Prepaid expenses		168


TOTAL ASSETS		143,805,556


LIABILITIES:

Accrued management fees (Note 3)		21,250
Accrued fund accounting and administration fees (Note 3)		22,543
Accrued Chief Compliance Officer service fees (Note 3)		401
Payable for securities purchased		2,397,696
Accrued custodian fees		32,642
Payable for fund shares repurchased		1,732
Other payables and accrued expenses		32,876


TOTAL LIABILITIES		2,509,140


TOTAL NET ASSETS	$	141,296,416


NET ASSETS CONSIST OF:

Capital stock	$	119,261
Additional paid-in-capital		136,227,572
Total distributable earnings		4,949,583


TOTAL NET ASSETS	$	141,296,416


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($141,296,416/11,926,079 shares)	$	11.85

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

Statement of Operations - Blended Asset Maximum Series

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $95,545)	$	1,530,838
Interest		567,480


Total Investment Income		2,098,318


EXPENSES:

Management fees (Note 3)		693,306
Fund accounting and administration fees (Note 3)		69,913
Directors’ fees (Note 3)		10,700
Chief Compliance Officer service fees (Note 3)		4,394
Custodian fees		47,451
Audit fees		45,529
Miscellaneous		36,975


Total Expenses		908,268
Less reduction of expenses (Note 3)		(145,632	)


Net Expenses		762,636


NET INVESTMENT INCOME		1,335,682


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

Net realized gain (loss) on-
Investments		6,063,591
Foreign currency and translation of other assets and liabilities		(7,650	)

		6,055,941


Net change in unrealized appreciation (depreciation) on-
Investments		(1,698,135	)
Foreign currency and translation of other assets and liabilities		(1,299	)

		(1,699,434	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		4,356,507


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,692,189

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

Statements of Changes in Net Assets - Blended Asset Maximum Series


	FOR THE YEAR ENDED 10/31/18		FOR THE PERIOD 10/13/17¹TO 10/31/17
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,335,682	$	7,708
Net realized gain on investments and foreign currency		6,055,941		53,424
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,699,434)		51,084


Net increase from operations		5,692,189		112,216


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class R6		(855,074)		—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(14,120,006)		150,467,091


Net increase (decrease) in net assets		(9,282,891)		150,579,307

NET ASSETS:

Beginning of period		150,579,307		—


End of period	$	141,296,416	$	150,579,307

¹Commencement of operations

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

Financial Highlights - Blended Asset Maximum Series - Class R6


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/13/17¹TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.60		$	11.59


Income (loss) from investment operations:
Net investment income (loss)²		0.12			(0.00	)³
Net realized and unrealized gain on investments		0.21			0.01


Total from investment operations		0.33			0.01


Less distributions to shareholders:
From net investment income		(0.07	)		—
From net realized gain on investments		(0.01	)		—


Total distributions to shareholders		(0.08	)		—


Net asset value - End of period	$	11.85		$	11.60


Net assets - End of period (000’s omitted)	$	141,296		$	150,579


Total return⁴		2.77	%		0.09	%

Ratios (to average net assets)/Supplemental Data:
Expenses		0.55	%		0.55	%⁵
Net investment income (loss)		0.96	%		0.11	%⁵
Series portfolio turnover		85	%		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 amounts:
		0.10	%		0.66	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $(0.01).

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

⁵Annualized.

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

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, 2018, 13.4 billion shares have been designated in total among 38 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.

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

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 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 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, 2018 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:
Communication Services	$	2,242,992	$	1,770,899	$	472,093	^#	$	—
Consumer Discretionary		2,826,728		2,531,636		295,092	^#		—
Consumer Staples		4,141,412		2,763,840		1,377,572	^#		—
Energy		1,927,628		1,927,628		—			—
Financials		3,414,418		3,414,418		—			—
Health Care		7,323,703		6,885,719		437,984	^#		—
Industrials		2,614,356		2,614,356		—			—
Information Technology		5,521,223		5,521,223		—			—
Materials		1,546,039		1,546,039		—			—
Real Estate		3,664,811		3,612,132		52,679	^#		—
Utilities		246,408		246,408		—			—
Debt securities:
U.S. Treasury and other U.S. Government agencies		47,704,271		—		47,704,271			—
Corporate debt:
Communication Services		3,043,874		—		3,043,874			—
Consumer Discretionary		3,034,706		—		3,034,706			—
Consumer Staples		56,325		—		56,325			—
Energy		4,509,814		—		4,509,814			—

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
Financials	$	7,298,874		$	—		$	7,298,874		$	—
Health Care		1,543,795			—			1,543,795			—
Industrials		2,646,963			—			2,646,963			—
Information Technology		36,660			—			36,660			—
Materials		712,361			—			712,361			—
Real Estate		939,671			—			939,671			—
Utilities		59,650			—			59,650			—
Asset-backed securities		4,475,876			—			4,475,876			—
Commercial mortgage-backed securities		10,299,989			—			10,299,989			—
Foreign government bonds		2,441,213			—			2,441,213			—
Mutual funds		2,589,820			2,589,820			—			—

Total assets		126,863,580			35,424,118			91,439,462			—

Liabilities:
Other financial instruments*:
Equity contracts		(29,378	)		(22,043	)		(7,335	)		—

Total liabilities		(29,378	)		(22,043	)		(7,335	)		—

Total	$	126,834,202		$	35,402,075		$	91,432,127		$	—


	BLENDED ASSET MODERATE SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Communication Services	$	3,810,995		$	2,789,672		$	1,021,323	^#	$	—
Consumer Discretionary		4,220,516			3,357,383			863,133	^#		—
Consumer Staples		5,872,074			2,951,717			2,920,357	^#		—
Energy		2,243,021			2,035,030			207,991	^#		—
Financials		2,846,215			2,516,438			329,777	^#		—
Health Care		9,116,967			8,383,818			733,149	^#		—
Industrials		2,109,265			1,591,192			518,073	^#		—
Information Technology		7,288,617			7,064,971			223,646	^#		—
Materials		1,779,278			1,564,448			214,830	^#		—
Real Estate		3,363,992			3,288,439			75,553	^#		—
Utilities		47,704			4,278			43,426	^#		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		38,369,460			—			38,369,460			—
Corporate debt:
Communication Services		2,351,438			—			2,351,438			—
Consumer Discretionary		2,295,723			—			2,295,723			—
Consumer Staples		51,726			—			51,726			—
Energy		3,444,364			—			3,444,364			—
Financials		5,467,814			—			5,467,814			—
Health Care		648,114			—			648,114			—
Industrials		2,120,932			—			2,120,932			—
Information Technology		40,420			—			40,420			—
Materials		560,262			—			560,262			—
Real Estate		745,023			—			745,023			—
Utilities		59,650			—			59,650			—

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


	BLENDED ASSET MODERATE SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Asset-backed securities	$	4,241,360		$	—		$	4,241,360		$	—
Commercial mortgage-backed securities		6,851,522			—			6,851,522			—
Foreign government bonds		1,992,283			—			1,992,283			—
Mutual funds		3,636,055			3,636,055			—			—

Total assets		115,574,790			39,183,441			76,391,349			—

Liabilities:
Other financial instruments*:
Equity contracts		(43,858	)		(32,448	)		(11,410	)		—

Total liabilities		(43,858	)		(32,448	)		(11,410	)		—

Total	$	115,530,932		$	39,150,993		$	76,379,939		$	—


	BLENDED ASSET EXTENDED SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Communication Services	$	9,123,735		$	6,695,192		$	2,428,543	^#	$	—
Consumer Discretionary		10,119,262			7,976,595			2,142,667	^#		—
Consumer Staples		13,965,960			7,044,720			6,921,240	^#		—
Energy		5,185,402			4,688,492			496,910	^#		—
Financials		6,757,340			5,977,263			780,077	^#		—
Health Care		21,226,073			19,511,420			1,714,653	^#		—
Industrials		4,985,448			3,766,145			1,219,303	^#		—
Information Technology		17,224,851			16,675,245			549,606	^#		—
Materials		4,477,630			3,961,096			516,534	^#		—
Real Estate		7,240,057			7,082,286			157,771	^#		—
Utilities		125,933			10,695			115,238	^#		—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		57,746,067			—			57,746,067			—
Corporate debt:
Communication Services		3,222,261			—			3,222,261			—
Consumer Discretionary		3,170,358			—			3,170,358			—
Consumer Staples		84,600			—			84,600			—
Energy		4,748,315			—			4,748,315			—
Financials		7,286,558			—			7,286,558			—
Health Care		168,868			—			168,868			—
Industrials		3,129,304			—			3,129,304			—
Information Technology		73,320			—			73,320			—
Materials		981,646			—			981,646			—
Real Estate		1,004,345			—			1,004,345			—
Utilities		510,620			—			510,620			—
Asset-backed securities		5,486,527			—			5,486,527			—
Commercial mortgage-backed securities		9,478,691			—			9,478,691			—
Foreign government bonds		2,714,174			—			2,714,174			—
Mutual funds		671,961			671,961			—			—

Total assets		200,909,306			84,061,110			116,848,196			—

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
Liabilities:
Other financial instruments*:
Equity contracts	$	(108,563	)	$	(80,038	)	$	(28,525	)	$	—

Total liabilities		(108,563	)		(80,038	)		(28,525	)		—

Total	$	200,800,743		$	83,981,072		$	116,819,671		$	—


	BLENDED ASSET MAXIMUM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Communication Services	$	9,694,649		$	7,538,115		$	2,156,534	^#	$	—
Consumer Discretionary		15,620,131			14,131,137			1,488,994	^#		—
Consumer Staples		18,639,266			12,970,480			5,668,786	^#		—
Energy		4,215,960			3,860,788			355,172	^#		—
Financials		10,607,996			6,515,499			4,092,497	^#		—
Health Care		21,235,364			20,091,192			1,144,172	^#		—
Industrials		6,638,535			4,581,528			2,057,007	^#		—
Information Technology		16,847,989			15,789,638			1,058,351	^#		—
Materials		9,041,765			7,091,817			1,949,948	^#		—
Real Estate		5,641,106			5,565,712			75,394	^#		—
Utilities		87,573			7,486			80,087	^#		—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		15,648,189			—			15,648,189			—
Corporate debt:
Communication Services		842,487			—			842,487			—
Consumer Discretionary		745,651			—			745,651			—
Consumer Staples		33,100			—			33,100			—
Energy		1,077,294			—			1,077,294			—
Financials		1,433,910			—			1,433,910			—
Health Care		90,663			—			90,663			—
Industrials		611,245			—			611,245			—
Information Technology		26,320			—			26,320			—
Materials		212,422			—			212,422			—
Real Estate		190,235			—			190,235			—
Utilities		45,900			—			45,900			—
Mutual funds		1,836,849			1,836,849			—			—

Total assets	$	141,064,599		$	99,980,241		$	41,084,358		$	—

#Consists of certain foreign securities for which a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading.

*Other financial instruments are exchange traded options (Level 1 and Level 2).

There were no Level 3 securities held by any of the Blended Asset Series as of October 31, 2018.

China literature ltd. - right was a Level 3 security held as of October 31, 2017. However, this security is no longer held by the Series.

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Guidance

In March 2017, the Financial Accounting Standards Board issued Accounting Standards Update No 2017-08, Receivables -Nonrefundable Fees and Other Costs (Subtopic 310-20): “Premium Amortization of Purchased Callable Debt Securities” which amends the amortization period for certain purchased callable debt securities. Under the new guidance, the premium amortization of purchased callable debt securities that have explicit, non-contingent call features and are callable at fixed prices will be amortized to the earliest call date. The guidance does not require an accounting change for securities held at a discount; which continue to be amortized to maturity. The guidance will be applied on a modified retrospective basis and is effective for fiscal years, and their interim periods, beginning after December 15, 2018. Management is currently evaluating the impact of this guidance to the Series.

On August 28, 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements under U.S. GAAP. The amendments of ASU 2018-13 include new, eliminated, and modified disclosure requirements. In addition, the amendments clarify that materiality is an appropriate consideration of entities when evaluating disclosure requirements. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. An entity is permitted to early adopt any eliminated or modified disclosures upon issuance of this ASU and delay adoption of the new disclosures until their effective date. As such, each Series has early adopted the eliminated and modified disclosures, as permitted by this ASU.

Security Transactions, Investment Income and Expenses

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

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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, 2018 is Pershing LLC, a BNY Mellon Company.

The following table presents the present value of derivatives held at October 31, 2018 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:


BLENDED ASSET CONSERVATIVE SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(29,378	)

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	$	84,764

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Option Contracts (continued)


STATEMENT OF OPERATIONS
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(9,799)

BLENDED ASSET MODERATE SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(43,858	)

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	$	127,967
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(14,110	)

BLENDED ASSET EXTENDED SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(108,563	)

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	$	312,756
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(34,263)

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Option Contracts (continued)

The average month-end balances for the year ended October 31, 2018, the year in which such derivatives were outstanding, were as follows:


	BLENDED ASSET CONSERVATIVE SERIES		BLENDED ASSET MODERATE SERIES		BLENDED ASSET EXTENDED SERIES
Options:
Average number of option contracts written		81		132		312
Average notional value of option contracts written	$	812,308	$	1,307,609	$	3,158,216

Asset-Backed Securities

Each Series may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e. loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, a Series may subsequently have to reinvest the proceeds at lower interest rates. If a Series has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

Mortgage-Backed Securities

Each Series may invest in mortgage-backed securities (”MBS“ or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle a Series to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

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

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Inflation-Indexed Bonds (continued)

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 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, 2018.

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, 2018.

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.

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote 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.

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

31, 2018, 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 and the year ended October 31, 2018. 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

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.40% 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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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	%

For the year ended October 31, 2018, 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	$	130,360
Blended Asset Moderate Series Class R6		136,567
Blended Asset Extended Series Class R6		137,179
Blended Asset Maximum Series Class R6		145,632

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

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 Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Income Series); plus a 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 agreements with BNY Mellon Investment Servicing (U.S.) Inc. (”BNY“) under which BNY serves as sub-accountant services agent.

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, including paydowns and other than short-term securities, were as follows:


	PURCHASES				SALES
SERIES	OTHER ISSUERS		GOVERNMENT		OTHER ISSUERS		GOVERNMENT
Blended Asset Conservative Series	$	61,305,228	$	50,389,557	$	46,369,948	$	33,180,590
Blended Asset Moderate Series		62,258,749		45,168,385		59,446,322		41,827,379
Blended Asset Extended Series		115,882,540		78,800,981		116,580,954		76,552,311
Blended Asset Maximum Series		90,474,696		25,367,834		107,346,667		20,220,138

Notes to Financial Statements (continued)

5.	Capital Stock Transactions

Transactions in Class R6 shares of each Series were:


BLENDED CONSERVATIVE	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/13/17¹TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,757,705		$	40,809,799			9,394,967		$	102,115,609
Repurchased		(1,142,825	)		(12,463,628	)		(108,692	)		(1,179,696	)

Total		2,614,880		$	28,346,171			9,286,275		$	100,935,913


BLENDED ASSET MODERATE	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/13/17¹TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,058,746		$	43,857,457			10,782,412		$	115,906,022
Repurchased		(3,865,514	)		(42,051,831	)		(26,599	)		(285,356	)

Total		193,232		$	1,805,626			10,755,813		$	115,620,666


BLENDED ASSET EXTENDED	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/13/17¹TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,029,832		$	83,952,516			20,139,692		$	208,028,941
Repurchased		(7,806,382	)		(82,399,822	)		(133,620	)		(1,377,323	)

Total		223,450		$	1,552,694			20,006,072		$	206,651,618


BLENDED ASSET MAXIMUM	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/13/17¹TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,814,424		$	58,687,962			13,013,587		$	150,821,798
Repurchased		(5,871,326	)		(72,807,968	)		(30,606	)		(354,707	)

Total		(1,056,902	)	$	(14,120,006	)		12,982,981		$	150,467,091

¹ Commencement of operations.

At October 31, 2018, the Target Income Series, another series of the Fund, owned 99.0% of Blended Asset Conservative Series. The Target 2020 Series and Target 2025 Series, other series of the Fund, owned 73.4% and 25.9%, respectively, of Blended Asset Moderate Series. The Target 2025 Series, Target 2030 Series, Target 2035 Series, and Target 2040 Series, other series of the Fund, owned 14.5%, 53.4%, 11.9% and 14.2%, respectively, of Blended Asset Extended Series. The Target 2040 Series, Target 2045 Series, and Target 2050 Series, other series of the Fund, owned 31.1%, 12.3%, and 23.4%, respectively, of Blended Asset Maximum Series. Investment activities of these shareholders may have a material effect on the respective Series.

6.	Line of Credit

The Fund has entered into a 364-day, $25 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in August 2019 unless extended or renewed. During the year ended October 31, 2018, none of the Series borrowed under the line of credit.

Notes to Financial Statements (continued)

7.	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, 2018, Blended Asset Conservative Series, Blended Asset Moderate Series and Blended Asset Extended Series invested in options contracts (equity risk).

The Series may invest in a loan assignment of all or a portion of the loans. A 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, 2018, none of the Series held any loan assignments.

8.	Foreign Securities

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 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) and real estate investment trusts. 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, 2018, $252 was reclassified within the capital accounts from Paid in Capital to Total Distributable Earnings for Blended Asset Maximum Series. Any such reclassifications are not reflected in the financial highlights

The tax character of distributions paid were as follows:


	BLENDED ASSET CONSERVATIVE SERIES		BLENDED ASSET MODERATE SERIES		BLENDED ASSET EXTENDED SERIES		BLENDED ASSET MAXIMUM SERIES
Ordinary income	$	1,240,645	$	1,043,313	$	1,607,139	$	854,993
Long-term capital gains		—		—		—		81

Notes to Financial Statements (continued)

9.	Federal Income Tax Information (continued)

At October 31, 2018, the tax basis of components of distributable earnings and the net unrealized depreciation 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	$	129,267,864		$	118,306,095		$	206,412,341		$	143,769,895
Unrealized appreciation		1,949,896			2,511,837			5,199,055			7,365,453
Unrealized depreciation		(4,383,558	)		(5,287,677	)		(10,812,474	)		(10,072,049	)

Net unrealized depreciation	$	(2,433,662	)	$	(2,775,840	)	$	(5,613,419	)	$	(2,706,596	)

Undistributed ordinary income	$	1,324,644		$	1,038,470		$	2,214,904		$	7,582,331
Undistributed long-term gains	$	—		$	—		$	—		$	74,057
Capital loss carryforwards	$	(1,126,592	)	$	(717,015	)	$	—		$	—

At October 31, 2018, Blended Asset Conservative Series and Blended Asset Moderate Series had net short-term capital loss carryforwards of $930,649 and $290,393 and long-term capital loss carryforwards of $195,943 and $426,622, respectively, which may be carried forward indefinitely.

At October 31, 2018, capital loss carryover utilized in the current year for Blended Asset Extended Series was $8,758.

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

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the investment portfolios, of 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 collectively referred to as the “Funds”) as of October 31, 2018, the related statements of operations for the year ended October 31, 2018 and the statements of changes in net assets and the financial highlights for the year ended October 31, 2018 and for the period October 13, 2017 (commencement of operations) through October 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2018, the results of each of their operations for the year ended October 31, 2018, and the changes in their net assets and each of the financial highlights for the year ended October 31, 2018 and 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.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

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
Blended Asset Conservative Series		$265,025
Blended Asset Moderate Series		245,343
Blended Asset Extended Series		476,688
Blended Asset Maximum Series		172,339

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


Series	DRD%
Blended Asset Conservative Series		13.91	%
Blended Asset Moderate Series		8.76	%
Blended Asset Extended Series		10.84	%
Blended Asset Maximum Series		6.72	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2018 as follows:


Series
Blended Asset Maximum Series			$77,760

Directors’ and Officers’ Information

(unaudited)


Interested Director and Officer
Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite - Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018-Present); Vice President of Finance (2016-2018); Director of Finance (2011-2016); Financial Analyst/Internal Auditor (2004-2006) - Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

Notes to Financial Statements (continued)

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Director, Audit Committee Member, Governance & Nominating
		Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)


Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) - Harter Secrest and Emery LLP; Legal Counsel (2010-2017) - Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel
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 since 2009 Holds one or more of the following titles for various affiliates: Director

^*At a meeting of the Board of Directors held on November 15, 2018, the Board accepted the resignation of Michele T. Mosca from her positions as Principal Executive Officer, President, Chair and Interested Director of the Fund and appointed Paul J. Battaglia to each of the resigned positions effective immediately. Interested Director, within the meaning of the 1940 Act by reason of his positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC.

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.

100

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101

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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.

MNBLA-10/18-AR

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Management Discussion and Analysis

(unaudited)

Dear Shareholders:

We are approaching the ten-year anniversary of the bull market, and while bull markets do not necessarily die of old age, they cannot extend indefinitely either. As the economy continues to move into later cycle territory, we believe investors should temper their expectations as the strong returns experienced over the past several years are unlikely to persist.

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

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 portfolios of each Series are strategically allocated to become increasingly conservative as the specified target date approaches.

Performance Commentary

In absolute terms, the performance for the Class K shares mixed as the longer-dated vintages (2040 and up) delivered positive returns while the remaining vintages (2035-Income) experienced negative returns during the one-year period. Similarly, longer-dated vintages (2035 and up) outperformed, while the shorter-dated vintages (2030-Income) trailed their respective blended benchmarks over the one-year period.

Offsetting a portion of the relative performance headwind was the aggregate effect of sector allocations, which aided relative returns. Each Series’ overweight to Health Care, and underweight to Financials and Industrials, aided relative returns. Within fixed income, with the exception of the Target Income Series, the vintages benefitted from a slightly shorter duration as rates generally rose over the course of the year.

In general, we believe that we are entering a higher risk regime for equities and credit, and that the US is likely approaching a period of peak growth. This could result in lower returns as the economy is moving into late cycle territory as supply begins to become a binding constraint for growth. Given this outlook, we believe that the equity section of each Series should focus on higher quality businesses and reasonably priced growth companies that tend to perform well later cycle and have provided some degree of downside protection in higher risk market environments.

Regarding fixed income, we continue to view corporate bonds as moderately attractive as they continue to adequately compensate investors on a fundamental basis. That said, we are aware that we are in the later stages of an economic expansion and we may look to reduce exposure if spreads tighten or if economic conditions deteriorate. Each Series also has a notable allocation to U.S. Treasury securities. With the exception of the less conservative Series, each Series holds Agencies as well as pass-through securities, which include asset-backed and commercial mortgage-backed securities.

Fund Commentary

(unaudited)

Performance Commentary (continued)

Each Manning & Napier Fund, Inc. Target Series is invested in one or two of four proprietary risk-based 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).

Performance Update as of October 31, 2018 - Target Income Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Target Income Series - Class K²		-1.03	%		2.50	%		5.25	%
Manning & Napier Fund, Inc. - Target Income Series - Class R²		-1.32	%		2.22	%		4.97	%
Manning & Napier Fund, Inc. - Target Income Series - Class I²		-0.80	%		2.74	%		5.50	%
Manning & Napier Fund, Inc. - Target Income Series - Class R6^2,3		-0.62	%		2.78	%		5.52	%
Standard & Poor’s (S&P) Target Date Retirement Income Index⁴		-0.04	%		3.42	%		5.73	%
Income Composite Benchmark⁵		0.01	%		3.64	%		5.89	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K for the ten years ended October 31, 2018 to the S&P Target Date Retirement Income Index and the Income Composite Benchmark.

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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.

²The 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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.55% for Class K, 0.70% for Class R, 0.36% for Class I and 0.19% for Class R6 for the year ended October 31, 2018.

³For periods prior to the inception of Class R6 on October 16, 2017, the performance is based on the historical performance of the Class I shares. Because the Class R6 shares invest in the same portfolio of securities as the Class I shares, performance will be different only to the extent that the Class I shares have a higher expense ratio.

⁴The 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. 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 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.

Performance Update as of October 31, 2018 - Target Income Series

(unaudited)

⁵The 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 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.

Performance Update as of October 31, 2018 - Target 2015 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2015 - Class K³		-1.25	%		2.42	%		4.88	%
Manning & Napier Fund, Inc. - Target 2015 - Class R³		-1.50	%		2.16	%		4.67	%
Manning & Napier Fund, Inc. - Target 2015 - Class I³		-1.03	%		2.68	%		5.17	%
Manning & Napier Fund, Inc. - Target 2015 - Class R6^3,4		-0.93	%		2.70	%		5.18	%
S&P Target Date 2015 Index⁵		0.17	%		4.55	%		6.43	%
2015 Composite Benchmark⁶		0.09	%		4.43	%		5.58	%

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 (10/31/18) to the S&P Target Date 2015 Index and the 2015 Composite Benchmark.

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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 June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 4.26% for Class K, 4.50% for Class R, 4.01% for Class I and 3.86% for Class R6 for the year ended October 31, 2018.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance is based on the historical performance of the Class I shares. Because the Class R6 shares invest in the same portfolio of securities as the Class I shares, performance will be different only to the extent that the Class I shares have a higher expense ratio.

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. 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

Performance Update as of October 31, 2018 - Target 2015 Series

(unaudited)

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 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.

Performance Update as of October 31, 2018 - Target 2020 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Target 2020 Series - Class K²		-1.58	%		2.72	%		6.95	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R²		-1.85	%		2.48	%		6.67	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I²		-1.43	%		2.98	%		7.21	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R6^2,3		-1.24	%		3.01	%		7.23	%
S&P Target Date 2020 Index⁴		0.27	%		5.04	%		8.14	%
2020 Composite Benchmark⁵		0.05	%		4.83	%		7.84	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K for the ten years ended October 31, 2018 to the S&P Target Date 2020 Index and the 2020 Composite Benchmark.

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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.

²The 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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.59% for Class K, 0.74% for Class R, 0.37% for Class I and 0.20% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2020 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2025 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2025 Series - Class K³		-1.58	%		3.18	%		6.49	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R³		-1.78	%		2.92	%		6.28	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class I³		-1.33	%		3.43	%		6.68	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R6^3,4		-1.15	%		3.47	%		6.71	%
S&P Target Date 2025 Index⁵		0.40	%		5.48	%		8.09	%
2025 Composite Benchmark⁶		0.33	%		5.21	%		6.77	%

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 (10/31/18) to the 2025 Composite Benchmark, and S&P Target Date 2025 Index.

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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.

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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.73% for Class K, 0.94% for Class R, 0.57% for Class I and 0.43% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2025 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2030 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Target 2030 Series - Class K²		-0.93	%		3.86	%		8.28	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R²		-1.15	%		3.60	%		8.04	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I²		-0.65	%		4.14	%		8.59	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R6^2,3		-0.48	%		4.15	%		8.59	%
S&P Target Date 2030 Index⁴		0.49	%		5.91	%		9.21	%
2030 Composite Benchmark⁵		0.67	%		5.76	%		8.96	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K for the ten years ended October 31, 2018 to the 2030 Composite Benchmark and S&P Target Date 2030 Index.

LOGO

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.

²The 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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.58% for Class K, 0.73% for Class R, 0.35% for Class I and 0.19% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2030 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2035 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2035 Series - Class K³		-0.01	%		4.51	%		8.38	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R³		-0.18	%		4.25	%		8.16	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class I³		0.27	%		4.78	%		8.65	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R6^3,4		0.44	%		4.81	%		8.68	%
S&P Target Date 2035 Index⁵		0.55	%		6.31	%		9.46	%
2035 Composite Benchmark⁶		1.21	%		6.42	%		8.67	%

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 (10/31/18) to the 2035 Composite Benchmark and S&P Target Date 2035 Index.

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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.

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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.94% for Class K, 1.13% for Class R, 0.76% for Class I and 0.61% for Class R6 for the year ended October 31, 2018.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performanceis based on the historical performance of the Class I shares. Because the Class R6 shares invest in the same portfolio of securities as the Class I shares, performance will be different only to the extent that the Class I shares have a higher expense ratio.

Performance Update as of October 31, 2018 - Target 2035 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2040 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Target 2040 - Class K²		1.01	%		5.13	%		9.34	%
Manning & Napier Fund, Inc. - Target 2040 - Class R²		0.82	%		4.88	%		9.07	%
Manning & Napier Fund, Inc. - Target 2040 - Class I²		1.26	%		5.40	%		9.63	%
Manning & Napier Fund, Inc. - Target 2040 - Class R6^2,3		1.45	%		5.44	%		9.65	%
S&P Target Date 2040 Index⁴		0.63	%		6.59	%		9.92	%
2040 Composite Benchmark⁵		1.62	%		6.91	%		10.22	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K for the ten years ended October 31, 2018 to the S&P Target Date 2040 Index and the 2040 Composite Benchmark.

LOGO

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.

²The 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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.67% for Class K, 0.81% for Class R, 0.44% for Class I and 0.28% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2040 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2045 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2045 - Class K³		1.93	%		5.75	%		9.92	%
Manning & Napier Fund, Inc. - Target 2045 - Class R³		1.64	%		5.48	%		9.62	%
Manning & Napier Fund, Inc. - Target 2045 - Class I³		2.13	%		6.00	%		10.18	%
Manning & Napier Fund, Inc. - Target 2045 - Class R6^3,4		2.32	%		6.04	%		10.21	%
S&P Target Date 2045 Index⁵		0.59	%		6.76	%		10.24	%
2045 Composite Benchmark⁶		1.83	%		7.26	%		9.80	%

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 (10/31/18) to the S&P Target Date 2045 Index and the 2045 Composite Benchmark.

LOGO

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.

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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 1.34% for Class K, 1.51% for Class R, 1.14% for Class I and 0.99% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2045 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2050 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Target 2050 - Class K²		2.32	%		5.96	%		10.09	%
Manning & Napier Fund, Inc. - Target 2050 - Class R²		2.07	%		5.69	%		9.81	%
Manning & Napier Fund, Inc. - Target 2050 - Class I²		2.53	%		6.23	%		10.36	%
Manning & Napier Fund, Inc. - Target 2050 - Class R6^2,3		2.75	%		6.27	%		10.39	%
S&P Target Date 2050 Index⁴		0.62	%		6.94	%		10.24	%
2050 Composite Benchmark⁵		1.97	%		7.40	%		10.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K for the ten years ended October 31, 2018 to the S&P Target Date 2050 Index and the 2050 Composite Benchmark.

LOGO

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.

²The 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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 0.97% for Class K, 1.11% for Class R, 0.74% for Class I and 0.57% for Class R6 for the year ended October 31, 2018.

⁴The 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. Historical returns for the S&P Target Date 2050 Index prior to 5/31/2011 (the index launch date) are identical to the returns of the S&P Target Date 2045 Index, the closest dated target date index as of the launch date. 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 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.

Performance Update as of October 31, 2018 - Target 2050 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2055 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2055 - Class K³		2.26	%		5.91	%		10.17	%
Manning & Napier Fund, Inc. - Target 2055 - Class R³		2.00	%		5.64	%		9.83	%
Manning & Napier Fund, Inc. - Target 2055 - Class I³		2.52	%		6.17	%		10.53	%
Manning & Napier Fund, Inc. - Target 2055 - Class R6^3,4		2.71	%		6.21	%		10.56	%
S&P Target Date 2055 Index⁵		0.63	%		7.04	%		10.78	%
2055 Composite Benchmark⁶		1.97	%		7.40	%		9.91	%

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 (10/31/18) to the S&P Target Date 2055 Index and the 2055 Composite Benchmark.

LOGO

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.

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, 2018, this net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 2.32% for Class K, 2.47% for Class R, 2.10% for Class I and 1.95% for Class R6 for the year ended October 31, 2018.

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. 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 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.

Performance Update as of October 31, 2018 - Target 2055 Series

(unaudited)

Performance Update as of October 31, 2018 - Target 2060 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2060 - Class K³		2.32	%		8.81	%
Manning & Napier Fund, Inc. - Target 2060 - Class R³		2.11	%		8.56	%
Manning & Napier Fund, Inc. - Target 2060 - Class I³		2.55	%		9.04	%
Manning & Napier Fund, Inc. - Target 2060 - Class R6^3,4		2.74	%		9.11	%
S&P Target Date 2060+ Index⁵		0.81	%		9.33	%
2060 Composite Benchmark⁶		1.97	%		10.11	%

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 (10/31/18) to the S&P Target Date 2060+ Index and the 2060 Composite Benchmark.

LOGO

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 September 30, 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, 2018, this annualized net expense ratio was 0.45% for Class K, 0.70% for Class R, 0.20% 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 2.74% for Class K, 2.86% for Class R, 2.43% for Class I and 2.36% for Class R6 for the year ended October 31, 2018.

Performance Update as of October 31, 2018 - Target 2060 Series

(unaudited)

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

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 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target Income
Actual (Class K)	$1,000.00	$1,000.38	$2.27	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 999.00	$3.48	0.69%
Hypothetical³	$1,000.00	$1,021.73	$3.52	0.69%

Actual (Class I)	$1,000.00	$1,001.55	$1.01	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$1,001.94	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2015
Actual (Class K)	$1,000.00	$ 996.42	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 994.93	$3.52	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 997.14	$1.01	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 997.81	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2020
Actual (Class K)	$1,000.00	$ 990.98	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 990.15	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.18	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 992.72	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2025
Actual (Class K)	$1,000.00	$ 988.80	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 988.23	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 990.28	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 991.77	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2030
Actual (Class K)	$1,000.00	$ 989.47	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 986.98	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 990.02	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 990.34	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2035
Actual (Class K)	$1,000.00	$ 989.41	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 988.40	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 990.36	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 991.01	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2040
Actual (Class K)	$1,000.00	$ 989.39	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 989.09	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.68	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 992.26	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2045
Actual (Class K)	$1,000.00	$ 990.07	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 988.46	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.62	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 992.38	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2050
Actual (Class K)	$1,000.00	$ 990.55	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 989.48	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.57	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 993.44	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2055
Actual (Class K)	$1,000.00	$ 989.88	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 988.97	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.53	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 992.31	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18¹	ANNUALIZED EXPENSE RATIO²
Target 2060
Actual (Class K)	$1,000.00	$ 990.48	$2.26	0.45%
Hypothetical³	$1,000.00	$1,022.94	$2.29	0.45%

Actual (Class R)	$1,000.00	$ 990.44	$3.51	0.70%
Hypothetical³	$1,000.00	$1,021.68	$3.57	0.70%

Actual (Class I)	$1,000.00	$ 991.35	$1.00	0.20%
Hypothetical³	$1,000.00	$1,024.20	$1.02	0.20%

Actual (Class R6)	$1,000.00	$ 993.08	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

¹Expenses 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. The Class’ total return would have been lower had certain expenses not been waived during the period.

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

³Assumes 5% annual return before expenses.

Portfolio Composition as of October 31, 2018 - Asset Allocation¹

(unaudited)

LOGO

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.

Portfolio Composition as of October 31, 2018 - Asset Allocation¹

(unaudited)

LOGO

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.

Investment Portfolios - October 31, 2018

TARGET INCOME SERIES

VALUE
(NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%

Manning & Napier Blended Asset Conservative Series - Class R6

11,781,309

125,824,382

TOTAL AFFILIATED INVESTMENT COMPANIES

(Identified Cost $128,010,053)

125,824,382

LIABILITIES, LESS OTHER ASSETS - (0.1%)

(78,390

)

NET ASSETS - 100%

125,745,992

TARGET 2015 SERIES

VALUE
(NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 99.9%

Manning & Napier Blended Asset Conservative Series - Class R6

119,845

1,279,950

Manning & Napier Blended Asset Moderate Series - Class R6

80,458

844,809

TOTAL AFFILIATED INVESTMENT COMPANIES

(Identified Cost $2,177,285)

2,124,759

OTHER ASSETS, LESS LIABILITIES - 0.1%

2,497

NET ASSETS - 100%

2,127,256

TARGET 2020 SERIES

VALUE
(NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%

Manning & Napier Blended Asset Extended Series - Class R6

924,741

9,358,378

Manning & Napier Blended Asset Moderate Series - Class R6

8,034,639

84,363,708

TOTAL AFFILIATED INVESTMENT COMPANIES

(Identified Cost $96,074,317)

93,722,086

LIABILITIES, LESS OTHER ASSETS - (0.1%)

(65,470

)

NET ASSETS - 100%

93,656,616

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

Investment Portfolios - October 31, 2018


TARGET 2025 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		2,927,766	$	29,628,989
Manning & Napier Blended Asset Moderate Series - Class R6		2,833,948		29,756,456


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $60,918,363)				59,385,445
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(18,659	)


NET ASSETS - 100%			$	59,366,786

## Less than (0.1%).

TARGET 2030 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Blended Asset Extended Series - Class R6		10,805,093	$	109,347,539
Manning & Napier Blended Asset Maximum Series - Class R6		1,031,474		12,222,962


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $124,144,659)				121,570,501
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(85,575	)


NET ASSETS - 100%			$	121,484,926


TARGET 2035 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		2,396,383	$	24,251,400
Manning & Napier Blended Asset Maximum Series - Class R6		1,103,351		13,074,707


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $38,053,170)				37,326,107
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(11,974	)


NET ASSETS - 100%			$	37,314,133

## Less than (0.1%).

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

Investment Portfolios - October 31, 2018


TARGET 2040 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Blended Asset Extended Series - Class R6		2,872,407	$	29,068,763
Manning & Napier Blended Asset Maximum Series - Class R6		3,705,895		43,914,852


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $73,461,774)				72,983,615
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(50,361	)


NET ASSETS - 100%			$	72,933,254


TARGET 2045 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		303,132	$	3,067,693
Manning & Napier Blended Asset Maximum Series - Class R6		1,472,131		17,444,750


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $20,687,629)				20,512,443
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(2,016	)


NET ASSETS - 100%			$	20,510,427

## Less than (0.1%).

TARGET 2050 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Blended Asset Maximum Series - Class R6		2,788,998	$	33,049,623


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $32,969,296)				33,049,623
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(19,402	)


NET ASSETS - 100%			$	33,030,221

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

Investment Portfolios - October 31, 2018


TARGET 2055 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Maximum Series - Class R6		862,758	$	10,223,687


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $10,253,669)				10,223,687
OTHER ASSETS, LESS LIABILITIES - 0.0%##				3,364


NET ASSETS - 100%			$	10,227,051

## Less than 0.1%.

TARGET 2060 SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 99.9%
Manning & Napier Blended Asset Maximum Series - Class R6		961,473	$	11,393,453


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $11,562,075)				11,393,453
OTHER ASSETS, LESS LIABILITIES - 0.1%				8,834


NET ASSETS - 100%			$	11,402,287

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

Statements of Assets and Liabilities

October 31, 2018


	TARGET INCOME			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
ASSETS:

Total investments in Underlying Series:
At value*	$	125,824,382		$	2,124,759		$	93,722,086		$	59,385,445		$	121,570,501
Receivable from Advisor (Note 3)		20,376			13,090			20,785			29,096			27,690
Receivable for fund shares sold		74,801			985			29,966			11,358			199,690
Receivable for shares of Underlying Series sold		270			487			498			32,584			493
Prepaid expenses		17,635			20,474			18,017			22,073			18,105


TOTAL ASSETS		125,937,464			2,159,795			93,791,352			59,480,556			121,816,479

LIABILITIES:
Accrued sub-transfer agent fees (Note 3)		36,983			1,526			37,356			6,816			50,882
Accrued distribution and service (Rule 12b-1) fees (Note 3)		30,631			500			22,249			17,332			29,477
Accrued fund accounting and administration fees (Note 3)		13,851			13,125			13,675			13,789			13,833
Accrued Chief Compliance Officer service fees (Note 3)		401			401			401			401			401
Payable for shares of Underlying Series purchased		74,749			979			27,276			—			171,147
Accrued transfer agent fees		10,989			203			7,471			12,134			12,471
Accrued printing and postage fees		10,616			1,185			8,584			6,480			11,189
Audit fees payable		10,605			10,605			10,605			10,605			10,605
Custodian fees payable		2,151			3,806			3,930			3,945			3,920
Payable for fund shares repurchased		52			7			2,691			41,918			27,071
Other payables and accrued expenses		444			202			498			350			557


TOTAL LIABILITIES		191,472			32,539			134,736			113,770			331,553


TOTAL NET ASSETS	$	125,745,992		$	2,127,256		$	93,656,616		$	59,366,786		$	121,484,926

NET ASSETS CONSIST OF:
Capital stock		129,543			1,942			101,893			50,565			129,468
Additional paid-in-capital		128,091,994			2,615,358			97,464,466			60,711,747			123,612,860
Total distributable earnings (loss)		(2,475,545	)		(490,044	)		(3,909,743	)		(1,395,526	)		(2,257,402	)


TOTAL NET ASSETS	$	125,745,992		$	2,127,256		$	93,656,616		$	59,366,786		$	121,484,926

Class K
Net Assets	$	105,985,916		$	1,801,554		$	75,843,829		$	34,659,092		$	93,345,817
Shares Outstanding		10,895,895			164,597			8,235,398			2,953,615			9,934,557
Net Asset Value, Offering Price, and Redemption Price per share	$	9.73		$	10.95		$	9.21		$	11.73		$	9.40
Class R
Net Assets	$	18,769,027		$	37,886		$	13,813,670		$	23,316,601		$	22,412,980
Shares Outstanding		1,957,006			3,418			1,522,137			1,984,122			2,409,821
Net Asset Value, Offering Price, and Redemption Price per share	$	9.59		$	11.08		$	9.08		$	11.75		$	9.30
Class I
Net Assets	$	986,082		$	282,862		$	3,994,183		$	1,386,154		$	5,721,158
Shares Outstanding		100,843			25,748			431,278			118,344			601,852
Net Asset Value, Offering Price, and Redemption Price per share	$	9.78		$	10.99		$	9.26		$	11.71		$	9.51
Class R6
Net Assets	$	4,967		$	4,954		$	4,934		$	4,939		$	4,971
Shares Outstanding		508			451			533			421			523
Net Asset Value, Offering Price, and Redemption Price per share	$	9.78		$	10.99	¹	$	9.26		$	11.72	¹	$	9.50

*At identified cost	$	128,010,053		$	2,177,285		$	96,074,317		$	60,918,363		$	124,144,659

¹ The net asset value of the Class R6 Shares of the Manning & Napier Target 2015 Series and Target 2025 Series’ net asset value were calculated using unrounded net assets of $4,953.99 and $4,938.83 divided by the unrounded shares outstanding of 450.736 and 421.376, respectively.

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

Statements of Assets and Liabilities

October 31, 2018


	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055			TARGET 2060
ASSETS:

Total investments in Underlying Series:
At value*	$	37,326,107		$	72,983,615		$	20,512,443		$	33,049,623		$	10,223,687		$	11,393,453
Receivable from Advisor (Note 3)		28,070			27,389			27,086			24,249			26,182			29,855
Receivable for fund shares sold		118,475			33,561			4,523			26,397			6,020			10,895
Receivable for shares of Underlying Series sold		497			493			488			270			270			259
Prepaid expenses		20,980			17,394			20,529			16,677			20,488			24,684


TOTAL ASSETS		37,494,129			73,062,452			20,565,069			33,117,216			10,276,647			11,459,146

LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		13,659			13,546			13,563			13,303			13,502			13,170
Accrued distribution and service (Rule 12b-1) fees (Note 3)		11,122			18,237			6,087			8,287			3,202			3,241
Accrued sub-transfer agent fees (Note 3)		5,493			29,832			3,919			13,385			2,239			2,554
Accrued Chief Compliance Officer service fees (Note 3)		402			401			401			401			402			401
Payable for shares of Underlying Series purchased		118,330			33,227			2,718			5,163			5,918			10,745
Accrued transfer agent fees		10,992			11,006			9,282			9,408			8,279			10,571
Audit fees payable		10,605			10,605			10,605			10,605			10,605			10,605
Accrued printing and postage fees		4,992			7,654			3,788			4,566			2,929			3,171
Custodian fees payable		3,930			3,905			3,896			2,159			2,151			2,119
Payable for fund shares repurchased		145			335			92			19,395			102			—
Other payables and accrued expenses		326			450			291			323			267			282


TOTAL LIABILITIES		179,996			129,198			54,642			86,995			49,596			56,859

TOTAL NET ASSETS	$	37,314,133		$	72,933,254		$	20,510,427		$	33,030,221		$	10,227,051		$	11,402,287

NET ASSETS CONSIST OF:
Capital stock		29,912			73,783			15,880			31,598			8,083			9,982
Additional paid-in-capital		37,697,114			71,169,121			20,299,923			31,679,789			10,149,302			11,547,562
Total distributable earnings (loss)		(412,893	)		1,690,350			194,624			1,318,834			69,666			(155,257	)


TOTAL NET ASSETS	$	37,314,133		$	72,933,254		$	20,510,427		$	33,030,221		$	10,227,051		$	11,402,287

Class K
Net Assets	$	20,917,917		$	55,270,941		$	10,367,486		$	23,352,935		$	4,771,239		$	6,894,683
Shares Outstanding		1,678,590			5,582,709			799,670			2,228,010			374,670			602,771
Net Asset Value, Offering Price, and Redemption Price per share	$	12.46		$	9.90		$	12.96		$	10.48		$	12.73		$	11.44
Class R
Net Assets	$	15,631,193		$	14,955,997		$	9,384,189		$	7,812,829		$	5,135,583		$	4,360,347
Shares Outstanding		1,251,570			1,524,903			730,025			755,652			408,756			382,589
Net Asset Value, Offering Price, and Redemption Price per share	$	12.49		$	9.81		$	12.85		$	10.34		$	12.56		$	11.40
Class I
Net Assets	$	760,000		$	2,701,241		$	753,628		$	1,859,312		$	315,084		$	142,112
Shares Outstanding		60,683			270,198			57,935			175,664			24,457			12,396
Net Asset Value, Offering Price, and Redemption Price per share	$	12.52		$	10.00		$	13.01		$	10.58		$	12.88		$	11.46
Class R6
Net Assets	$	5,023		$	5,075		$	5,124		$	5,145		$	5,145		$	5,145
Shares Outstanding		401			508			393			486			399			448
Net Asset Value, Offering Price, and Redemption Price per share	$	12.53		$	10.00	¹	$	13.03	¹	$	10.60	¹	$	12.90	¹	$	11.48

*At identified cost	$	38,053,170		$	73,461,774		$	20,687,629		$	32,969,296		$	10,253,669		$	11,562,075

¹ The net asset values of the Class R6 Shares of the Manning & Napier Target 2040 Series, Target 2045 Series, Target 2050 Series and Target 2055 Series’ net asset value were calculated using unrounded net assets of $5,074.86, $5,124.04, $5,144.70 and $5,144.41 divided by the unrounded shares outstanding of 507.738, 393.216, 485.554 and 398.66, respectively.

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

Statements of Operations

For the Year Ended October 31, 2018


	TARGET INCOME			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
INVESTMENT INCOME:
Income distributions from Underlying Series	$	1,222,572		$	32,838		$	909,592		$	429,964		$	978,557

EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K)(Note 3)		243,262			7,681			188,568			75,008			231,374
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		80,208			208			67,014			97,024			96,194
Sub-transfer agent fees (Note 3)		111,660			5,420			126,066			21,029			166,264
Fund accounting and administration fees (Note 3)		48,268			45,630			47,898			47,073			48,511
Directors’ fees (Note 3)		8,701			282			8,016			3,749			10,035
Chief Compliance Officer service fees (Note 3)		4,385			4,385			4,386			4,385			4,385
Registration and filing fees		52,064			47,232			50,643			55,736			50,814
Transfer agent fees		49,325			877			34,627			56,599			56,840
Audit fees		20,769			20,217			20,709			20,447			20,847
Custodian fees		2,843			4,974			5,198			5,216			5,126
Miscellaneous		35,538			9,725			30,880			26,556			38,798


Total Expenses		657,023			146,631			584,005			412,822			729,188
Less reduction of expenses (Note 3)		(101,514	)		(131,830	)		(127,737	)		(138,212	)		(148,802	)


Net Expenses		555,509			14,801			456,268			274,610			580,386


NET INVESTMENT INCOME (LOSS)		667,063			18,037			453,324			155,354			398,171

REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		53,511			(7,271	)		735,124			126,048			1,916,331
Distributions of realized gains from Underlying Series		—			—			—			—			10,343
Net change in unrealized appreciation (depreciation) on Underlying Series		(2,010,867	)		(44,102	)		(2,141,344	)		(1,459,991	)		(2,369,816	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		(1,957,356	)		(51,373	)		(1,406,220	)		(1,333,943	)		(443,142	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,290,293	)	$	(33,336	)	$	(952,896	)	$	(1,178,589	)	$	(44,971	)

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

Statements of Operations

For the Year Ended October 31, 2018


	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055			TARGET 2060
INVESTMENT INCOME:
Income distributions from Underlying Series	$	225,143		$	493,946		$	109,623		$	182,596		$	49,766		$	41,273

EXPENSES:
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		59,302			60,872			37,194			28,699			20,307			13,494
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		48,720			137,170			24,403			53,718			11,622			12,390
Fund accounting and administration fees (Note 3)		46,632			47,323			46,315			46,304			46,088			45,726
Sub-transfer agent fees (Note 3)		17,896			97,962			13,023			43,306			6,637			6,416
Chief Compliance Officer service fees (Note 3)		4,386			4,385			4,385			4,385			4,385			4,385
Directors’ fees (Note 3)		2,349			6,027			1,383			2,575			658			533
Registration and filing fees		49,830			48,321			47,908			46,646			47,446			48,417
Transfer agent fees		47,663			48,341			41,386			40,370			38,160			43,768
Audit fees		20,360			20,588			20,293			20,353			20,241			20,229
Custodian fees		5,183			5,154			5,132			2,895			2,880			2,598
Miscellaneous		22,462			29,780			19,277			21,119			17,000			18,125


Total Expenses		324,783			505,923			260,699			310,370			215,424			216,081
Less reduction of expenses (Note 3)		(152,024	)		(156,015	)		(161,618	)		(163,040	)		(165,409	)		(174,617	)


Net Expenses		172,759			349,908			99,081			147,330			50,015			41,464


NET INVESTMENT INCOME (LOSS)		52,384			144,038			10,542			35,266			(249	)		(191	)

REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		316,861			2,168,815			376,331			1,246,629			106,996			18,505
Distributions of realized gains from Underlying Series		5,262			25,801			6,666			16,583			3,330			2,316
Net change in unrealized appreciation (depreciation) on Underlying Series		(709,726	)		(475,613	)		(184,998	)		47,864			(35,998	)		(172,805	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		(387,603	)		1,719,003			197,999			1,311,076			74,328			(151,984	)


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(335,219	)	$	1,863,041		$	208,541		$	1,346,342		$	74,079		$	(152,175	)

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

Statements of Changes in Net Assets


	TARGET INCOME						TARGET 2015
	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	667,063		$	1,228,046		$	18,037		$	78,493
Net realized gain (loss) on Underlying Series		53,511			1,566,264			(7,271	)		367,523
Distributions of realized gains from Underlying Series		—			177,420			—			96,932
Net change in unrealized appreciation (depreciation) on Underlying Series		(2,010,867	)		2,571,384			(44,102	)		(112,149	)

Net increase (decrease) from operations		(1,290,293	)		5,543,114			(33,336	)		430,799


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):
Class K		(551,937	)		(995,759	)		(18,450	)		(47,515	)
Class R		(79,029	)		(26,587	)		(150	)		(72	)
Class I		(41,364	)		(212,436	)		(2,948	)		(42,420	)
Class R6		(45	)		—			(48	)		—


Total distributions to shareholders		(672,375	)		(1,234,782	)*		(21,596	)		(90,007	)*

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 6)		28,747,761			16,826,923			(2,383,524	)		(2,508,194	)


Net increase (decrease) in net assets		26,785,093			21,135,255			(2,438,456	)		(2,167,402	)

NET ASSETS:

Beginning of year		98,960,899			77,825,644			4,565,712			6,733,114

End of year	$	125,745,992		$	98,960,899		$	2,127,256		$	4,565,712

* For the year ended October 31, 2017, the distributions to shareholders from net investment income for Target Income and Target 2015 for Class K was $995,759 and $47,515; for Class R was $26,587 and $72; for Class I was $212,436 and $42,420, respectively.

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

Statements of Changes in Net Assets


	TARGET 2020						TARGET 2025						TARGET 2030
	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	453,324		$	1,453,253		$	155,354		$	343,482		$	398,171		$	1,414,622
Net realized gain (loss) on Underlying Series		735,124			3,855,178			126,048			2,781,375			1,916,331			5,442,759
Distributions of realized gains from Underlying Series		—			2,459,609			—			509,957			10,343			2,854,246
Net change in unrealized appreciation (depreciation) on Underlying Series		(2,141,344	)		3,295,573			(1,459,991	)		(498,082	)		(2,369,816	)		6,774,360

Net increase (decrease) from operations		(952,896	)		11,063,613			(1,178,589	)		3,136,732			(44,971	)		16,485,987


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class K		(333,197	)		(1,051,197	)		(120,108	)		(204,189	)		(308,506	)		(1,172,112	)
Class R		(38,502	)		(56,852	)		(51,904	)		(27,133	)		(40,634	)		(87,689	)
Class I		(140,194)			(750,355)			(12,139)			(244,222)			(146,983)			(903,645)
Class R6		(39	)		—			(36	)		—			(34	)		—


Total distribution to shareholders		(511,932	)		(1,858,404	)*		(184,187	)		(475,544	)*		(496,157	)		(2,163,446	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 6)		(19,422,193	)		(24,644,386	)		20,316,770			7,316,471			(19,606,205	)		(13,600,340	)


Net increase (decrease) in net assets		(20,887,021	)		(15,439,177	)		18,953,994			9,977,659			(20,147,333	)		722,201

NET ASSETS:

Beginning of year		114,543,637			129,982,814			40,412,792			30,435,133			141,632,259			140,910,058

End of year	$	93,656,616		$	114,543,637		$	59,366,786		$	40,412,792		$	121,484,926		$	141,632,259

* For the year ended October 31, 2017, the distributions to shareholders from net investment income for Target 2020, Target 2025, and Target 2030 for Class K was $1,051,197, $204,189, and $1,172,112; for Class R was $56,852, $27,133, and $87,689; for Class I was $750,355, $244,222, and $903,645, respectively.

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

Statements of Changes in Net Assets


	TARGET 2035						TARGET 2040						TARGET 2045
	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	52,384		$	219,197		$	144,038		$	557,444		$	10,542		$	76,832
Net realized gain (loss) on Underlying Series		316,861			1,504,119			2,168,815			7,527,200			376,331			1,738,410
Distributions of realized gains from Underlying Series		5,262			629,154			25,801			2,704,575			6,666			478,562
Net change in unrealized appreciation (depreciation) on Underlying Series		(709,726	)		1,183,536			(475,613	)		2,613,161			(184,998	)		119,733


Net increase (decrease) from operations		(335,219	)		3,536,006			1,863,041			13,402,380			208,541			2,413,537


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class K		(309,933	)		(243,537	)		(1,134,887	)		(675,356	)		(552,542	)		(172,547	)
Class R		(119,611	)		(24,552	)		(173,383	)		(47,294	)		(274,363	)		(24,869	)
Class I		(18,396	)		(257,881	)		(542,227	)		(418,483	)		(86,775	)		(153,655	)
Class R6		(95	)		—			(123	)		—			(283	)		—


Total distributions to shareholders		(448,035	)		(525,970	)^*		(1,850,620	)		(1,141,133	)^*		(913,963	)		(351,071	)^*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 6)		11,780,503			(1,949,831	)		(11,082,791	)		(16,725,799	)		5,322,101			(241,049	)


Net increase (decrease) in net assets		10,997,249			1,060,205			(11,070,370	)		(4,464,552	)		4,616,679			1,821,417

NET ASSETS:

Beginning of year		26,316,884			25,256,679			84,003,624			88,468,176			15,893,748			14,072,331

End of year	$	37,314,133		$	26,316,884		$	72,933,254		$	84,003,624		$	20,510,427		$	15,893,748

* For the year ended October 31, 2017, the distributions to shareholders from net investment income for Target 2035, Target 2040, and Target 2045 for Class K was $164,395, $675,356, and $80,909; for Class R was $15,877, $47,294, and $10,534; for Class I was $181,228, $418,483, and $76,897, respectively. The distributions to shareholders from net realized gain on investments for Target 2035, Target 2040, and Target 2045 for Class K was $79,142, $0, and $91,638; for Class R was $8,675, $0, and $14,335; for Class I was $76,653, $0, and $76,758, respectively.

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

Statements of Changes in Net Assets


	TARGET 2050						TARGET 2055						TARGET 2060
	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss).	$	35,266		$	167,042		$	(249	)	$	35,048		$	(191	)	$	8,669
Net realized gain (loss) on Underlying Series		1,246,629			4,841,813			106,996			965,931			18,505			490,147
Distributions of realized gains from Underlying Series		16,583			1,133,284			3,330			217,817			2,316			59,549
Net change in unrealized appreciation (depreciation) on Underlying Series		47,864			(353,000	)		(35,998	)		(62,324	)		(172,805	)		(117,924	)

Net increase from operations.		1,346,342			5,789,139			74,079			1,156,472			(152,175	)		440,441


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class K		(1,432,399	)		(179,577	)		(374,095	)		(57,576	)		(379,653	)		(25,579	)
Class R		(264,695	)		(21,593	)		(242,383	)		(11,041	)		(152,746	)		(2,130	)
Class I		(1,026,318	)		(190,175	)		(21,844	)		(75,752	)		(11,524	)		(1,262	)
Class R6		(373	)		—			(428	)		—			(531	)		—


Total distributions to shareholders		(2,723,785	)		(391,345	)*		(638,750	)		(144,369	)*		(544,454	)		(28,971	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 6)		(973,191	)		(251,583	)		4,047,900			50,202			7,464,444			2,578,695


Net increase (decrease) in net assets		(2,350,634	)		5,146,211			3,483,229			1,062,305			6,767,815			2,990,165

NET ASSETS:

Beginning of year		35,380,855			30,234,644			6,743,822			5,681,517			4,634,472			1,644,307

End of year	$	33,030,221		$	35,380,855		$	10,227,051		$	6,743,822		$	11,402,287		$	4,634,472

* For the year ended October 31, 2017, the distributions to shareholders from net investment income for Target 2050, Target 2055, and Target 2060 for Class K was $179,577, $28,911, and $17,972; for Class R was $21,593, $5,418, and $1,517; for Class I was $190,175, $41,404, and $933, respectively. The distributions to shareholders from net realized gain on investments for Target 2050, Target 2055, and Target 2060 for Class K was $0, $28,665, and $7,607; for Class R was $0, $5,623, and $613; for Class I was $0, $34,348, and $329, respectively.

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

Financial Highlights


TARGET INCOME SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.88		$	9.39		$	9.72		$	10.84		$	11.00

Income (loss) from investment operations:
Net investment income^1,2		0.06			0.14			0.17			0.15			0.18
Net realized and unrealized gain (loss) on investments		(0.15	)		0.49			0.09			(0.29	)		0.37


Total from investment operations		(0.09	)		0.63			0.26			(0.14	)		0.55


Less distributions to shareholders:
From net investment income		(0.06	)		(0.14	)		(0.17	)		(0.28	)		(0.29	)
From net realized gain on investments		—			—			(0.42	)		(0.70	)		(0.42	)


Total distributions to shareholders		(0.06	)		(0.14	)		(0.59	)		(0.98	)		(0.71	)


Net asset value - End of year	$	9.73		$	9.88		$	9.39		$	9.72		$	10.84


Net assets - End of year (000’s omitted)	$	105,986		$	80,786		$	64,297		$	67,322		$	52,442


Total return³		(0.93	%)		6.85	%		2.97	%		(1.38	%)		5.35	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁷		0.30	%⁶
Net investment income²		0.59	%		1.45	%		1.84	%		1.54	%		1.63	%
Series portfolio turnover⁸		9	%		133	%		6	%		16	%		15	%

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

		0.10	%⁴		0.15	%⁵		0.12	%⁶		0.16	%⁷		0.12	%⁶
TARGET INCOME SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year): Net asset value - Beginning of year	$	9.76		$	9.28		$	9.61		$	10.71		$	10.89

Income (loss) from investment operations:
Net investment income^1,2		0.04			0.05			0.19			0.21			0.15
Net realized and unrealized gain (loss) on investments		(0.16	)		0.56			0.04			(0.38	)		0.36

Total from investment operations		(0.12	)		0.61			0.23			(0.17	)		0.51

Less distributions to shareholders:
From net investment income (loss)		(0.05	)		(0.13	)		(0.14	)		(0.23	)		(0.27	)
From net realized gain on investments		—			—			(0.42	)		(0.70	)		(0.42	)

Total distributions to shareholders		(0.05	)		(0.13	)		(0.56	)		(0.93	)		(0.69	)


Net asset value - End of year	$	9.59		$	9.76		$	9.28		$	9.61		$	10.71


Net assets - End of year (000’s omitted)	$	18,769		$	9,910		$	1,148		$	2,468		$	13,406


Total return³		(1.21	%)		6.68	%		2.69	%		(1.70	%)		5.00	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.55	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁶
Net investment income²		0.37	%		0.57	%		2.07	%		2.05	%		1.40	%
Series portfolio turnover⁸		9	%		133	%		6	%		16	%		15	%

*For certain periods presented, 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:

		0.00	%⁴		0.15	%⁵		0.12	%⁶		0.16	%⁷		0.12	%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 0.45% 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% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.45% for Manning & Napier Blended Asset Conservative Series - Class R6.

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

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

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.

Financial Highlights


TARGET INCOME SERIES CLASS I	FOR THE YEAR ENDED
TARGET INCOME SERIES CLASS I	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.92		$	9.42		$	9.75		$	10.88		$	11.04

Income (loss) from investment operations:
Net investment income^1,2		0.11			0.19			0.24			0.16			0.21
Net realized and unrealized gain (loss) on investments		(0.18	)		0.48			0.04			(0.28	)		0.37


Total from investment operations		(0.07	)		0.67			0.28			(0.12	)		0.58


Less distributions to shareholders:
From net investment income		(0.07	)		(0.17	)		(0.19	)		(0.31	)		(0.32	)
From net realized gain on investments		—			—			(0.42	)		(0.70	)		(0.42	)


Total distributions to shareholders		(0.07	)		(0.17	)		(0.61	)		(1.01	)		(0.74	)


Net asset value - End of year	$	9.78		$	9.92		$	9.42		$	9.75		$	10.88


Net assets - End of year (000’s omitted)	$	986		$	8,260		$	12,380		$	26,000		$	11,610

Total return³		(0.70	%)		7.20	%		3.20	%		(1.21	%)		5.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.06	^%5		0.05	%⁶		0.05	%⁷		0.05	%⁶
Net investment income²		1.10	%		2.02	%		2.61	%		1.65	%		1.92	%
Series portfolio turnover⁸		9	%		133	%		6	%		16	%		15	%

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

		0.16	%⁴		0.15	%⁵		0.12	%⁶		0.16	%⁷		0.12	%⁶


TARGET INCOME SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	9.92			$	9.93

Income (loss) from investment operations:
Net investment income^1,2			0.10				—
Net realized and unrealized gain (loss) on investments			(0.15	)			(0.01	)


Total from investment operations			(0.05	)			(0.01	)


Less distributions to shareholders:
From net investment income			(0.09	)			—


Total distributions to shareholders			(0.09	)			—


Net asset value - End of period		$	9.78			$	9.92


Net assets - End of period (000’s omitted)		$	5			$	5

Total return¹⁰			(0.52	%)			(0.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,11
Net investment income (loss)²			1.01	%			(0.05	%)^5,11
Series portfolio turnover⁸			9	%			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:

			0.14	%⁴			0.15	%⁵

¹Calculated based on average shares outstanding during the years.

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.

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

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

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

⁹Commencement of operations.

¹⁰Represents 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.

¹¹Annualized.

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

Financial Highlights


TARGET 2015 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.14		$	10.49		$	11.17		$	12.07		$	11.79

Income (loss) from investment operations:
Net investment income^1,2		0.05			0.12			0.11			0.12			0.10
Net realized and unrealized gain (loss) on investments		(0.18	)		0.68			0.13			(0.35	)		0.53


Total from investment operations		(0.13	)		0.80			0.24			(0.23	)		0.63


Less distributions to shareholders:
From net investment income		(0.06	)		(0.15	)		(0.12	)		(0.28	)		(0.26	)
From net realized gain on investments		—			—			(0.80	)		(0.39	)		(0.09	)

Total distributions to shareholders		(0.06	)		(0.15	)		(0.92	)		(0.67	)		(0.35	)


Net asset value - End of year	$	10.95		$	11.14		$	10.49		$	11.17		$	12.07


Net assets - End of year (000’s omitted)	$	1,802		$	4,196		$	3,274		$	3,500		$	3,200


Total return³		(1.16	%)		7.70	%		2.58	%		(2.04	%)		5.45	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁷		0.30	%⁸
Net investment income²		0.49	%		1.11	%		1.09	%		1.01	%		0.80	%
Series portfolio turnover⁹		46	%		139	%		49	%		46	%		46	%

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

		3.81	%⁴		2.39	%⁵		1.51	%⁶		1.14	%⁷		1.41	%⁸
TARGET 2015 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.29		$	10.51		$	11.19		$	12.09		$	11.81

Income (loss) from investment operations:
Net investment income (loss)^1,2		0.03			0.13			0.09			0.12			0.07
Net realized and unrealized gain (loss) on investments		(0.20	)		0.66			0.13			(0.39	)		0.53

Total from investment operations		(0.17	)		0.79			0.22			(0.27	)		0.60

Less distributions to shareholders:
From net investment income		(0.04	)		(0.01	)		(0.10	)		(0.24	)		(0.23	)
From net realized gain on investments		—			—			(0.80	)		(0.39	)		(0.09	)

Total distributions to shareholders		(0.04	)		(0.01	)		(0.90	)		(0.63	)		(0.32	)


Net asset value - End of year	$	11.08		$	11.29		$	10.51		$	11.19		$	12.09


Net assets - End of year (000’s omitted)	$	38		$	40		$	802		$	839		$	1,587


Total return³		(1.50	%)		7.47	%		2.34	%		(2.37	%)		5.22	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.55	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁸
Net investment income²		0.28	%		1.21	%		0.86	%		1.07	%		0.60	%
Series portfolio turnover⁹		46	%		139	%		49	%		46	%		46	%

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

		3.80	%⁴		2.39	%⁵		1.51	%⁶		1.14	%⁷		1.47	%⁸

¹Calculated based on average shares outstanding during the years.

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 0.45% 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, 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.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

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

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

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

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

Financial Highlights


TARGET 2015 SERIES CLASS I	FOR THE YEAR ENDED
TARGET 2015 SERIES CLASS I	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.19		$	10.53		$	11.21		$	12.11		$	11.83

Income (loss) from investment operations:
Net investment income^1,2		0.09			0.20			0.16			0.15			0.14
Net realized and unrealized gain (loss) on investments		(0.19	)		0.63			0.11			(0.35	)		0.51


Total from investment operations		(0.10	)		0.83			0.27			(0.20	)		0.65


Less distributions to shareholders:
From net investment income		(0.10	)		(0.17	)		(0.15	)		(0.31	)		(0.28	)
From net realized gain on investments		—			—			(0.80	)		(0.39	)		(0.09	)


Total distributions to shareholders		(0.10	)		(0.17	)		(0.95	)		(0.70	)		(0.37	)


Net asset value - End of year	$	10.99		$	11.19		$	10.53		$	11.21		$	12.11


Net assets - End of year (000’s omitted)	$	283		$	324		$	2,657		$	5,129		$	4,785


Total return³		(0.94	%)		8.03	%		2.85	%		(1.78	%)		5.67	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁷		0.05	%⁸
Net investment income²		0.83	%		1.88	%		1.53	%		1.28	%		1.12	%
Series portfolio turnover⁹		46	%		139	%		49	%		46	%		46	%

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

		3.81	%⁴		2.39	%⁵		1.51	%⁶		1.14	%⁷		1.46	%⁸


TARGET 2015 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17¹⁰ TO 10/31/17
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	11.19			$	11.20

Income (loss) from investment operations:
Net investment income (loss)^1,2			0.10				—
Net realized and unrealized gain (loss) on investments			(0.19	)			(0.01	)


Total from investment operations			(0.09	)			(0.01	)


Less distributions to shareholders:
From net investment income			(0.11	)			—


Total distributions to shareholders			(0.11	)			—


Net asset value - End of year		$	10.99			$	11.19


Net assets - End of year (000’s omitted)		$	5			$	5


Total return¹¹			(0.84	%)			(0.09	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,12
Net investment income (loss)²			0.93	%			(0.05	%)¹²
Series portfolio turnover⁹			46	%			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:

			3.81	%⁴			2.39	%^5,12

¹Calculated based on average shares outstanding during the years.

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.

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

¹⁰Commencement of operations.

¹¹Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the periods. Periods less than one year are not annualized.

¹²Annualized.

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

Financial Highlights


TARGET 2020 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.40		$	8.75		$	9.45		$	10.77		$	10.79

Income (loss) from investment operations:
Net investment income^1,2		0.04			0.09			0.09			0.11			0.11
Net realized and unrealized gain on investments		(0.19	)		0.68			0.12			(0.33	)		0.51


Total from investment operations		(0.15	)		0.77			0.21			(0.22	)		0.62


Less distributions to shareholders:
From net investment income		(0.04	)		(0.12	)		(0.10	)		(0.28	)		(0.25	)
From net realized gain on investments		—			—			(0.81	)		(0.82	)		(0.39	)


Total distributions to shareholders		(0.04	)		(0.12	)		(0.91	)		(1.10	)		(0.64	)


Net asset value - End of year	$	9.21		$	9.40		$	8.75		$	9.45		$	10.77


Net assets - End of year (000’s omitted)	$	75,844		$	70,632		$	79,236		$	80,006		$	95,364


Total return³		(1.58	%)		8.91	%		2.83	%		(2.24	%)		6.14	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁷		0.30	%⁸
Net investment income²		0.44	%		1.04	%		1.08	%		1.17	%		1.06	%
Series portfolio turnover⁹		27	%		118	%		16	%		42	%		37	%

*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		0.09	%⁵		0.06	%⁶		0.04	%⁷		0.03	%⁸


TARGET 2020 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.28		$	8.64		$	9.34		$	10.60		$	10.66

Income (loss) from investment operations:
Net investment income (loss)^1,2		0.02			0.06			0.09			0.12			0.09
Net realized and unrealized gain on investments		(0.19	)		0.68			0.09			(0.32	)		0.47


Total from investment operations		(0.17	)		0.74			0.18			(0.20	)		0.56


Less distributions to shareholders:
From net investment income		(0.03	)		(0.10	)		(0.07	)		(0.24	)		(0.23	)
From net realized gain on investments		—			—			(0.81	)		(0.82	)		(0.39	)


Total distributions to shareholders		(0.03	)		(0.10	)		(0.88	)		(1.06	)		(0.62	)


Net asset value - End of year	$	9.08		$	9.28		$	8.64		$	9.34		$	10.60


Net assets - End of year (000’s omitted)	$	13,814		$	10,851		$	4,553		$	8,193		$	22,564


Total return³		(1.85	%)		8.69	%		2.56	%		(2.13	%)		5.55	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.56	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁸
Net investment income²		0.17	%		0.63	%		1.04	%		1.24	%		0.83	%
Series portfolio turnover⁹		27	%		118	%		16	%		42	%		37	%

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

		0.04	%⁴		0.09	%⁵		0.06	%⁶		0.04	%⁷		0.03	%⁸

¹Calculated based on average shares outstanding during the years.

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 0.55% 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 0.83% 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.

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

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

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

Financial Highlights


TARGET 2020 SERIES CLASS I	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.45		$	8.79		$	9.50		$	10.81		$	10.83

Income (loss) from investment operations:
Net investment income^1,2		0.08			0.13			0.13			0.13			0.16
Net realized and unrealized gain on investments		(0.21	)		0.67			0.09			(0.31	)		0.49


Total from investment operations		(0.13	)		0.80			0.22			(0.18	)		0.65


Less distributions to shareholders:
From net investment income		(0.06	)		(0.14	)		(0.12	)		(0.31	)		(0.28	)
From net realized gain on investments		—			—			(0.81	)		(0.82	)		(0.39	)


Total distributions to shareholders		(0.06	)		(0.14	)		(0.93	)		(1.13	)		(0.67	)


Net asset value - End of year	$	9.26		$	9.45		$	8.79		$	9.50		$	10.81


Net assets - End of year (000’s omitted)	$	3,994		$	33,056		$	46,194		$	74,947		$	61,673


Total return³		(1.43	%)		9.28	%		2.97	%		(1.87	%)		6.37	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.06	%⁵		0.05	%⁶		0.05	%⁷		0.05	%⁸
Net investment income²		0.84	%		1.44	%		1.55	%		1.33	%		1.48	%
Series portfolio turnover⁹		27	%		118	%		16	%		42	%		37	%

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

		0.17	%⁴		0.09	%⁵		0.06	%⁶		0.04	%⁷		0.03	%⁸


TARGET 2020 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17¹⁰ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	9.45			$	9.46

Income (loss) from investment operations:
Net investment income^1,2			0.08				—
Net realized and unrealized gain (loss) on investments			(0.20	)			(0.01	)


Total from investment operations			(0.12	)			(0.01	)


Less distributions to shareholders:
From net investment income			(0.07	)			—


Total distributions to shareholders			(0.07	)			—


Net asset value - End of period		$	9.26			$	9.45


Net assets - End of period (000’s omitted)		$	5			$	5


Total return¹¹			(1.24	%)			(0.11	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,12
Net investment income (loss)²			0.84	%			(0.05	%)¹²
Series portfolio turnover⁹			27	%			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 :

			0.15	%⁴			0.09	%^5,12

¹Calculated based on average shares outstanding during the years.

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.

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

¹⁰Commencement of operations.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2025 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.97		$	11.02		$	11.82		$	13.01		$	12.50

Income (loss) from investment operations:
Net investment income^1,2		0.04			0.10			0.12			0.12			0.09
Net realized and unrealized gain (loss) on investments		(0.22	)		1.01			0.15			(0.40	)		0.80


Total from investment operations		(0.18	)		1.11			0.27			(0.28	)		0.89


Less distributions to shareholders:
From net investment income		(0.05	)		(0.16	)		(0.13	)		(0.43	)		(0.34	)
From net realized gain on investments		(0.01	)		—			(0.94	)		(0.48	)		(0.04	)


Total distributions to shareholders		(0.06	)		(0.16	)		(1.07	)		(0.91	)		(0.38	)


Net asset value - End of year	$	11.73		$	11.97		$	11.02		$	11.82		$	13.01


Net assets - End of year (000’s omitted)	$	34,659		$	25,591		$	13,381		$	11,896		$	7,501


Total return³		(1.58	%)		10.23	%		2.86	%		(2.31	%)		7.28	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁷		0.30	%⁸
Net investment income²		0.37	%		0.86	%		1.08	%		1.01	%		0.66	%
Series portfolio turnover⁹		25	%		208	%		51	%		27	%		30	%

.*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:

		0.28	%⁴		0.43	%⁵		0.33	%⁶		0.39	%⁷		0.59	%⁸


TARGET 2025 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.00		$	11.05		$	11.86		$	13.02		$	12.53

Income (loss) from investment operations:
Net investment income (loss)^1,2		0.02			0.04			0.09			0.13			0.10
Net realized and unrealized gain (loss) on investments		(0.23	)		1.04			0.14			(0.43	)		0.75


Total from investment operations		(0.21	)		1.08			0.23			(0.30	)		0.85


Less distributions to shareholders:
From net investment income		(0.03	)		(0.13	)		(0.10	)		(0.38	)		(0.32	)
From net realized gain on investments		(0.01	)		—			(0.94	)		(0.48	)		(0.04	)


Total distributions to shareholders		(0.04	)		(0.13	)		(1.04	)		(0.86	)		(0.36	)


Net asset value - End of year	$	11.75		$	12.00		$	11.05		$	11.86		$	13.02


Net assets - End of year (000’s omitted)	$	23,317		$	12,693		$	1,671		$	2,101		$	3,799


Total return³		(1.78	%)		9.94	%		2.50	%		(2.44	%)		6.93	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.55	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁸
Net investment income²		0.16	%		0.30	%		0.87	%		1.07	%		0.75	%
Series portfolio turnover⁹		25	%		208	%		51	%		27	%		30	%

*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:

		0.24	%⁴		0.43	%⁵		0.33	%⁶		0.39	%⁷		0.62	%⁸

¹Calculated based on average shares outstanding during the years.

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.

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

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

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

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

Financial Highlights


TARGET 2025 SERIES CLASS I	FOR THE YEAR ENDED
TARGET 2025 SERIES CLASS I	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.94		$	10.99		$	11.80		$	12.98		$	12.47

Income (loss) from investment operations:
Net investment income^1,2		0.08			0.19			0.15			0.16			0.16
Net realized and unrealized gain (loss) on investments		(0.23	)		0.95			0.14			(0.40	)		0.75


Total from investment operations		(0.15	)		1.14			0.29			(0.24	)		0.91


Less distributions to shareholders:
From net investment income		(0.07	)		(0.19	)		(0.16	)		(0.46	)		(0.36	)
From net realized gain on investments		(0.01	)		—			(0.94	)		(0.48	)		(0.04	)


Total distributions to shareholders		(0.08	)		(0.19	)		(1.10	)		(0.94	)		(0.40	)


Net asset value - End of year	$	11.71		$	11.94		$	10.99		$	11.80		$	12.98


Net assets - End of year (000’s omitted)	$	1,386		$	2,123		$	15,384		$	15,539		$	13,046


Total return³		(1.33	%)		10.52	%		3.04	%		(2.00	%)		7.51	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁷		0.05	%⁸
Net investment income²		0.69	%		1.71	%		1.38	%		1.29	%		1.22	%
Series portfolio turnover⁹		25	%		208	%		51	%		27	%		30	%

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

		0.37	%⁴		0.43	%⁵		0.33	%⁶		0.39	%⁷		0.64	%⁸


TARGET 2025 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17¹⁰ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	11.94			$	11.95

Income (loss) from investment operations:
Net investment income^1,2			0.10				—
Net realized and unrealized gain (loss) on investments			(0.23	)			(0.01	)


Total from investment operations			(0.13	)			(0.01	)


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


Total distributions to shareholders			(0.09	)			—


Net asset value - End of period		$	11.72			$	11.94


Net assets - End of period (000’s omitted)		$	5			$	5


Total return¹¹			(1.15	%)			(0.08	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,12
Net investment income (loss)²			0.80	%			(0.05	%)¹²
Series portfolio turnover⁹			25	%			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:

			0.38	%⁴			0.43	%^5,12

¹Calculated based on average shares outstanding during the years.

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.

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

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

¹⁰Commencement of operations.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2030 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.52		$	8.59		$	9.78		$	11.52		$	11.40

Income (loss) from investment operations:
Net investment income^1,2		0.03			0.08			0.08			0.11			0.10
Net realized and unrealized gain (loss) on investments		(0.12	)		0.98			0.13			(0.34	)		0.73


Total from investment operations		(0.09	)		1.06			0.21			(0.23	)		0.83


Less distributions to shareholders:
From net investment income		(0.03	)		(0.13	)		(0.09	)		(0.44	)		(0.35	)
From net realized gain on investments		—			—			(1.31	)		(1.07	)		(0.36	)


Total distributions to shareholders		(0.03	)		(0.13	)		(1.40	)		(1.51	)		(0.71	)


Net asset value - End of year	$	9.40		$	9.52		$	8.59		$	9.78		$	11.52


Net assets - End of year (000’s omitted)	$	93,346		$	89,018		$	79,527		$	79,169		$	118,788


Total return³		(0.93	%)		12.49	%		3.12	%		(2.33	%)		7.67	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁶		0.30	%⁷
Net investment income²		0.31	%		0.89	%		0.94	%		1.11	%		0.87	%
Series portfolio turnover⁸		29	%		130	%		22	%		38	%		27	%

*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:

		0.13	%⁴		0.08	%⁵		0.06	%⁶		0.04	%⁶		0.03	%⁷


TARGET 2030 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.43		$	8.51		$	9.70		$	11.37		$	11.31

Income (loss) from investment operations:
Net investment income (loss)^1,2		0.01			0.05			0.07			0.10			0.07
Net realized and unrealized gain (loss) on investments		(0.12	)		0.98			0.12			(0.30	)		0.67


Total from investment operations		(0.11	)		1.03			0.19			(0.20	)		0.74


Less distributions to shareholders:
From net investment income		(0.02	)		(0.11	)		(0.07	)		(0.40	)		(0.32	)
From net realized gain on investments		—			—			(1.31	)		(1.07	)		(0.36	)


Total distributions to shareholders		(0.02	)		(0.11	)		(1.38	)		(1.47	)		(0.68	)


Net asset value - End of year	$	9.30		$	9.43		$	8.51		$	9.70		$	11.37


Net assets - End of year (000’s omitted)	$	22,413		$	14,500		$	7,832		$	11,115		$	20,894


Total return³		(1.15	%)		12.20	%		2.85	%		(2.11	%)		6.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.56	%⁵		0.55	%⁶		0.55	%⁶		0.55	%⁷
Net investment income²		0.08	%		0.59	%		0.84	%		0.95	%		0.62	%
Series portfolio turnover⁸		29	%		130	%		22	%		38	%		27	%

*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:

		0.03	%⁴		0.08	%⁵		0.06	%⁶		0.04	%⁶		0.03	%⁷

¹Calculated based on average shares outstanding during the years.

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 0.55% 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 0.83% 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.

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.

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

Financial Highlights


TARGET 2030 SERIES CLASS I	FOR THE YEAR ENDED
TARGET 2030 SERIES CLASS I	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.62		$	8.68		$	9.87		$	11.61		$	11.48

Income (loss) from investment operations:
Net investment income^1,2		0.06			0.12			0.12			0.12			0.14
Net realized and unrealized gain (loss) on investments		(0.12	)		0.97			0.11			(0.32	)		0.73


Total from investment operations		(0.06	)		1.09			0.23			(0.20	)		0.87


Less distributions to shareholders:
From net investment income		(0.05	)		(0.15	)		(0.11	)		(0.47	)		(0.38	)
From net realized gain on investments		—			—			(1.31	)		(1.07	)		(0.36	)


Total distributions to shareholders		(0.05	)		(0.15	)		(1.42	)		(1.54	)		(0.74	)


Net asset value - End of year	$	9.51		$	9.62		$	8.68		$	9.87		$	11.61


Net assets - End of year (000’s omitted)	$	5,721		$	38,110		$	53,551		$	75,870		$	58,075


Total return³		(0.65	%)		12.76	%		3.38	%		(2.02	%)		7.95	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.06	%⁵		0.05	%⁶		0.05	%⁶		0.05	%⁷
Net investment income²		0.66	%		1.30	%		1.36	%		1.22	%		1.23	%
Series portfolio turnover⁸		29	%		130	%		22	%		38	%		27	%

*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		0.08	%⁵		0.06	%⁶		0.04	%⁶		0.03	%⁷


TARGET 2030 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	9.61			$	9.62

Income (loss) from investment operations:
Net investment income^1,2			0.07				—
Net realized and unrealized gain (loss) on investments			(0.11	)			(0.01	)


Total from investment operations			(0.04	)			(0.01	)


Less distributions to shareholders:
From net investment income			(0.07	)			—


Total distributions to shareholders			(0.07	)			—


Net asset value - End of period		$	9.50			$	9.61


Net assets - End of period (000’s omitted)		$	5			$	5


Total return¹⁰			(0.48	%)			(0.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,11
Net investment income (loss)			0.72	%			(0.05	%)¹¹
Series portfolio turnover⁸			29	%			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 amount:

	0.14%⁴				0.08%^5,11

¹Calculated based on average shares outstanding during the years.

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 0.55% 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 0.83% 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.

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.

¹¹Annualized.

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

Financial Highlights


TARGET 2035 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.66		$	11.30		$	12.32		$	13.71		$	13.22

Income (loss) from investment operations:
Net investment income^1,2		0.03			0.08			0.08			0.11			0.06
Net realized and unrealized gain (loss) on investments		(0.03	)		1.50			0.21			(0.38	)		0.99


Total from investment operations		—	³		1.58			0.29			(0.27	)		1.05


Less distributions to shareholders:
From net investment income		(0.04	)		(0.15	)		(0.10	)		(0.61	)		(0.46	)
From net realized gain on investments		(0.16	)		(0.07	)		(1.21	)		(0.51	)		(0.10	)


Total distributions to shareholders		(0.20	)		(0.22	)		(1.31	)		(1.12	)		(0.56	)


Net asset value - End of year	$	12.46		$	12.66		$	11.30		$	12.32		$	13.71


Net assets - End of year (000’s omitted)	$	20,918		$	18,235		$	11,745		$	8,979		$	5,378


Total return⁴		(0.01	%)		14.32	%		3.13	%		(2.20	%)		8.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁵		0.31	%⁶		0.30	%⁷		0.30	%⁷		0.30	%⁸
Net investment income²		0.23	%		0.67	%		0.71	%		0.86	%		0.44	%
Series portfolio turnover⁹		32	%		173	%		22	%		26	%		24	%

*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:

		0.49	%⁵		0.54	%⁶		0.43	%⁷		0.52	%⁷		0.83	%⁸


TARGET 2035 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.70		$	11.33		$	12.34		$	13.72		$	13.25

Income (loss) from investment operations:
Net investment income^1,2		—	³		0.03			0.06			0.08			0.07
Net realized and unrealized gain (loss) on investments		(0.02	)		1.52			0.21			(0.38	)		0.93


Total from investment operations		(0.02	)		1.55			0.27			(0.30	)		1.00


Less distributions to shareholders:
From net investment income		(0.03	)		(0.11	)		(0.07	)		(0.57	)		(0.43	)
From net realized gain on investments		(0.16	)		(0.07	)		(1.21	)		(0.51	)		(0.10	)


Total distributions to shareholders		(0.19	)		(0.18	)		(1.28	)		(1.08	)		(0.53	)


Net asset value - End of year	$	12.49		$	12.70		$	11.33		$	12.34		$	13.72


Net assets - End of year (000’s omitted)	$	15,631		$	7,112		$	2,057		$	2,337		$	2,911


Total return⁴		(0.18	%)		13.96	%		2.92	%		(2.44	%)		7.82	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁷		0.55	%⁸
Net investment income²		0.01	%		0.23	%		0.50	%		0.66	%		0.49	%
Series portfolio turnover⁹		32	%		173	%		22	%		26	%		24	%

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

		0.43	%⁵		0.54	%⁶		0.43	%⁷		0.52	%⁷		0.88	%⁸

¹Calculated based on average shares outstanding during the years.

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 were 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 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 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.

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

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

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

Financial Highlights


TARGET 2035 SERIES CLASS I	FOR THE YEAR ENDED
TARGET 2035 SERIES CLASS I	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year
Net asset value - Beginning of year	$	12.71		$	11.35		$	12.36		$	13.75		$	13.25

Income (loss) from investment operations:
Net investment income^1,2		0.07			0.16			0.11			0.14			0.12
Net realized and unrealized gain (loss) on investments		(0.04	)		1.45			0.21			(0.38	)		0.96


Total from investment operations		0.03			1.61			0.32			(0.24	)		1.08


Less distributions to shareholders:
From net investment income		(0.06	)		(0.18	)		(0.12	)		(0.64	)		(0.48	)
From net realized gain on investments		(0.16	)		(0.07	)		(1.21	)		(0.51	)		(0.10	)


Total distributions to shareholders		(0.22	)		(0.25	)		(1.33	)		(1.15	)		(0.58	)


Net asset value - End of year	$	12.52		$	12.71		$	11.35		$	12.36		$	13.75


Net assets - End of year (000’s omitted)	$	760		$	964		$	11,455		$	10,993		$	9,487

Total return³		0.27	%		14.53	%		3.45	%		(1.98	%)		8.43	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁶		0.05	%⁷
Net investment income²		0.54	%		1.37	%		1.01	%		1.07	%		0.88	%
Series portfolio turnover⁸		32	%		173	%		22	%		26	%		24	%

*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:

		0.56	%⁴		0.54	%⁵		0.43	%⁶		0.52	%⁶		0.91	%⁷


TARGET 2035 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	12.71			$	12.71

Income (loss) from investment operations:
Net investment Income^2,10			0.09				—
Net realized and unrealized gain (loss) on investments			(0.04	)			—


Total from investment operations			0.05				—


Less distributions to shareholders:
From net investment income			(0.07	)			—
From net realized gain on investments			(0.16	)			—


Total distributions to shareholders			(0.23	)			—


Net asset value - End of period		$	12.53			$	12.71


Net assets - End of period (000’s omitted)		$	5			$	5


Total return¹¹			0.44	%			0.00	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.05	%⁴			0.05	%^5,12
Net investment income (loss)²			0.66	%			(0.05	%)¹²
Series portfolio turnover⁸			32	%			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:

			0.56	%⁴			0.54	%^5,12

¹Calculated based on average shares outstanding during the years.

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 were 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 0.83% 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.

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 periods.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2040 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.01		$	8.73		$	10.13		$	12.50		$	12.47

Income (loss) from investment operations:
Net investment income^1,2		0.02			0.05			0.05			0.09			0.07
Net realized and unrealized gain on investments		0.08			1.34			0.16			(0.32	)		0.94


Total from investment operations		0.10			1.39			0.21			(0.23	)		1.01


Less distributions to shareholders:
From net investment income		(0.02	)		(0.11	)		(0.06	)		(0.61	)		(0.48	)
From net realized gain on investments		(0.19	)		—			(1.55	)		(1.53	)		(0.50	)


Total distributions to shareholders		(0.21	)		(0.11	)		(1.61	)		(2.14	)		(0.98	)


Net asset value - End of year	$	9.90		$	10.01		$	8.73		$	10.13		$	12.50


Net assets - End of year (000’s omitted)	$	55,271		$	52,397		$	55,920		$	51,931		$	83,655


Total return³		1.01	%		16.08	%		3.24	%		(2.30	%)		8.61	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁶		0.30	%⁷
Net investment income²		0.19	%		0.54	%		0.57	%		0.80	%		0.54	%
Series portfolio turnover⁸		36	%		127	%		26	%		45	%		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:

		0.22	%⁴		0.14	%⁵		0.10	%⁶		0.08	%⁶		0.06	%⁷
TARGET 2040 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.93		$	8.66		$	10.06		$	12.33		$	12.39

Income (loss) from investment operations:
Net investment income (loss)^1,2		—	⁹		0.02			0.03			0.07			0.03
Net realized and unrealized gain (loss) on investments		0.09			1.34			0.15			(0.24	)		0.86


Total from investment operations		0.09			1.36			0.18			(0.17	)		0.89


Less distributions to shareholders:
From net investment income		(0.02	)		(0.09	)		(0.03	)		(0.57	)		(0.45	)
From net realized gain on investments		(0.19	)		—			(1.55	)		(1.53	)		(0.50	)


Total distributions to shareholders		(0.21	)		(0.09	)		(1.58	)		(2.10	)		(0.95	)


Net asset value - End of year	$	9.81		$	9.93		$	8.66		$	10.06		$	12.33


Net assets - End of year (000’s omitted)	$	14,956		$	7,946		$	4,653		$	5,226		$	10,469


Total return³		0.82	%		15.83	%		2.94	%		(1.91	%)		7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.56	%⁵		0.55	%⁶		0.55	%⁶		0.55	%⁷
Net investment income (loss)²		(0.05	%)		0.25	%		0.36	%		0.62	%		0.23	%
Series portfolio turnover⁸		36	%		127	%		26	%		45	%		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:

		0.11	%⁴		0.14	%⁵		0.10	%⁶		0.08	%⁶		0.06	%⁷

¹Calculated based on average shares outstanding during the years.

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 during the years.

⁵Expense 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.

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.

⁹Less than $0.01.

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

Financial Highlights


TARGET 2040 SERIES CLASS I	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.10		$	8.81		$	10.20		$	12.58		$	12.55

Income (loss) from investment operations:
Net investment income^1,2		0.06			0.09			0.09			0.10			0.10
Net realized and unrealized gain on investments		0.07			1.33			0.15			(0.30	)		0.94


Total from investment operations		0.13			1.42			0.24			(0.20	)		1.04


Less distributions to shareholders:
From net investment income		(0.04	)		(0.13	)		(0.08	)		(0.65	)		(0.51	)
From net realized gain on investments		(0.19	)		—			(1.55	)		(1.53	)		(0.50	)


Total distributions to shareholders		(0.23	)		(0.13	)		(1.63	)		(2.18	)		(1.01	)


Net asset value - End of year	$	10.00		$	10.10		$	8.81		$	10.20		$	12.58


Net assets - End of year (000’s omitted)	$	2,701		$	23,656		$	27,895		$	43,552		$	32,952


Total return³		1.26	%		16.36	%		3.60	%		(2.08	%)		8.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.06	%⁵		0.05	%⁶		0.05	%⁶		0.05	%⁷
Net investment income²		0.54	%		0.91	%		0.99	%		0.96	%		0.79	%
Series portfolio turnover⁸		36	%		127	%		26	%		45	%		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:

		0.24	%⁴		0.14	%⁵		0.10	%⁶		0.08	%⁶		0.06	%⁷


TARGET 2040 SERIES CLASS R6	FOR THE YEAR ENDED			FOR THE PERIOD
	10/31/18			10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.10		$	10.09

Income (loss) from investment operations:
Net investment income^2,10		0.06			—
Net realized and unrealized gain (loss) on investments		0.09			0.01


Total from investment operations		0.15			0.01


Less distributions to shareholders:
From net investment income		(0.06	)		—
From net realized gain on investments		(0.19	)		—


Total distributions to shareholders		(0.25	)		—


Net asset value - End of period	$	10.00		$	10.10


Net assets - End of period (000’s omitted)	$	5		$	5


Total return¹¹		1.45	%		0.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁴		0.05	%^5,12
Net investment income (loss)²		0.60	%		(0.05	%)¹²
Series portfolio turnover⁸		36	%		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:

		0.23	%⁴		0.14	%^5,12

¹Calculated based on average shares outstanding during the years.

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.

⁵Expense 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.

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 periods.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2045 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.44		$	11.69		$	12.71		$	14.32		$	13.73

Income (loss) from investment operations:
Net investment income^1,2		0.01			0.05			0.04			0.08			0.03
Net realized and unrealized gain (loss) on investments		0.25			1.99			0.28			(0.34	)		1.15


Total from investment operations		0.26			2.04			0.32			(0.26	)		1.18


Less distributions to shareholders:
From net investment income		(0.03	)		(0.13	)		(0.06	)		(0.77	)		(0.52	)
From net realized gain on investments		(0.71	)		(0.16	)		(1.28	)		(0.58	)		(0.07	)


Total distributions to shareholders		(0.74	)		(0.29	)		(1.34	)		(1.35	)		(0.59	)


Net asset value - End of year	$	12.96		$	13.44		$	11.69		$	12.71		$	14.32


Net assets - End of year (000’s omitted)	$	10,367		$	9,795		$	6,793		$	3,812		$	3,041


Total return³		1.93	%		17.87	%		3.26	%		(2.10	%)		8.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁷		0.30	%⁸
Net investment income²		0.11	%		0.43	%		0.33	%		0.58	%		0.23	%
Series portfolio turnover⁹		43	%		175	%		26	%		28	%		48	%

*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:

		0.89	%⁴		0.97	%⁵		0.89	%⁶		1.21	%⁷		1.95	%⁸
TARGET 2045 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.36		$	11.62		$	12.64		$	14.25		$	13.66

Income (loss) from investment operations:
Net investment income (loss)^1,2		(0.01	)		0.01			0.02			0.05			0.02
Net realized and unrealized gain (loss) on investments		0.23			1.99			0.27			(0.35	)		1.13


Total from investment operations		0.22			2.00			0.29			(0.30	)		1.15


Less distributions to shareholders:
From net investment income		(0.02	)		(0.10	)		(0.03	)		(0.73	)		(0.49	)
From net realized gain on investments		(0.71	)		(0.16	)		(1.28	)		(0.58	)		(0.07	)


Total distributions to shareholders		(0.73	)		(0.26	)		(1.31	)		(1.31	)		(0.56	)


Net asset value - End of year	$	12.85		$	13.36		$	11.62		$	12.64		$	14.25


Net assets - End of year (000’s omitted)	$	9,384		$	4,733		$	1,731		$	1,631		$	1,825


Total return³		1.64	%		17.52	%		3.04	%		(2.41	%)		8.71	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.55	%⁵		0.55	%⁶		0.55	%⁷		0.55	%⁸
Net investment income (loss)²		(0.10	%)		0.10	%		0.14	%		0.36	%		0.12	%
Series portfolio turnover⁹		43	%		175	%		26	%		28	%		48	%

*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:

		0.81	%⁴		0.97	%⁵		0.89	%⁶		1.21	%⁷		2.06	%⁸

¹Calculated based on average shares outstanding during the years.

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 0.55% 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 0.83% 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.

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 ratio of the Underlying Series was 0.83%.

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

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

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

Financial Highlights


TARGET 2045 SERIES CLASS I	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.48		$	11.71		$	12.73		$	14.35		$	13.75

Income (loss) from investment operations:
Net investment income^1,2		0.06			0.11			0.07			0.11			0.08
Net realized and unrealized gain (loss) on investments		0.23			1.98			0.99			(0.35	)		1.14


Total from investment operations		0.29			2.09			1.06			(0.24	)		1.22


Less distributions to shareholders:
From net investment income		(0.05	)		(0.16	)		(0.80	)		(0.80	)		(0.55	)
From net realized gain on investments		(0.71	)		(0.16	)		(1.28	)		(0.58	)		(0.07	)


Total distributions to shareholders		(0.76	)		(0.32	)		(2.08	)		(1.38	)		(0.62	)


Net asset value - End of year	$	13.01		$	13.48		$	11.71		$	12.73		$	14.35


Net assets - End of year (000’s omitted)	$	754		$	1,361		$	5,548		$	4,494		$	2,894

Total return³		2.13	%		18.29	%		3.49	%		(1.92	%)		9.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁷		0.05	%⁸
Net investment income²		0.44	%		0.90	%		0.64	%		0.86	%		0.57	%
Series portfolio turnover⁹		43	%		175	%		26	%		28	%		48	%

*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:

		0.94	%⁴		0.97	%⁵		0.89	%⁶		1.21	%⁷		2.14	%⁸


TARGET 2045 SERIES CLASS R6	FOR THE YEAR ENDED			FOR THE PERIOD
	10/31/18			10/16/17¹⁰ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.48		$	13.46

Income (loss) from investment operations:
Net investment income^2,11		0.07			—
Net realized and unrealized gain (loss) on investments		0.24			0.02


Total from investment operations		0.31			0.02


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


Total distributions to shareholders		(0.76	)		—


Net asset value - End of period	$	13.03		$	13.48


Net assets - End of period (000’s omitted)	$	5		$	5

Total return¹²		2.32	%		0.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁴		0.05	%^5,13
Net investment income (loss)²		0.54	%		(0.05	%)¹³
Series portfolio turnover⁹		43	%		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:

		0.94	%⁴		0.97	%^5,13

¹Calculated based on average shares outstanding during the years.

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.

⁵Expense 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.

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 ratio of the Underlying Series was 0.83%.

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

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

¹⁰Commencement of operations.

¹¹Calculated based on average shares outstanding during the periods.

¹²Represents 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.

¹³Annualized.

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

Financial Highlights


TARGET 2050 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.03		$	9.41		$	11.35		$	13.73		$	13.52

Income (loss) from investment operations:
Net investment income^1,2		0.01			0.04			0.04			0.09			0.05
Net realized and unrealized gain (loss) on investments		0.25			1.69			0.18			(0.32	)		1.07


Total from investment operations		0.26			1.73			0.22			(0.23	)		1.12


Less distributions to shareholders:
From net investment income		(0.02	)		(0.11	)		(0.04	)		(0.72	)		(0.54	)
From net realized gain on investments		(0.79	)		—			(2.12	)		(1.43	)		(0.37	)


Total distributions to shareholders		(0.81	)		(0.11	)		(2.16	)		(2.15	)		(0.91	)


Net asset value - End of year	$	10.48		$	11.03		$	9.41		$	11.35		$	13.73


Net assets - End of year (000’s omitted)	$	23,353		$	18,667		$	14,874		$	15,144		$	47,531

Total return³		2.32	%		18.55	%		3.43	%		(2.15	%)		8.80	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁶		0.30	%⁷
Net investment income²		0.09	%		0.39	%		0.40	%		0.72	%		0.40	%
Series portfolio turnover⁸		40	%		139	%		31	%		49	%		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:

		0.52	%⁴		0.41	%⁵		0.37	%⁶		0.26	%⁶		0.18	%⁷
TARGET 2050 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.91		$	9.30		$	11.25		$	13.60		$	13.43

Income (loss) from investment operations:
Net investment income (loss)^1,2		(0.01	)		0.01			0.01			0.06			0.01
Net realized and unrealized gain (loss) on investments		0.24			1.68			0.18			(0.29	)		1.04


Total from investment operations		0.23			1.69			0.19			(0.23	)		1.05


Less distributions to shareholders:
From net investment income		(0.01	)		(0.08	)		(0.02	)		(0.69	)		(0.51	)
From net realized gain on investments		(0.79	)		—			(2.12	)		(1.43	)		(0.37	)


Total distributions to shareholders		(0.80	)		(0.08	)		(2.14	)		(2.12	)		(0.88	)


Net asset value - End of year	$	10.34		$	10.91		$	9.30		$	11.25		$	13.60


Net assets - End of year (000’s omitted)	$	7,813		$	3,345		$	2,433		$	2,215		$	5,140

Total return³		2.07	%		18.35	%		3.09	%		(2.17	%)		8.28	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.56	%⁵		0.55	%⁶		0.55	%⁶		0.55	%⁷
Net investment income (loss)²		(0.14	%)		0.07	%		0.12	%		0.54	%		0.10	%
Series portfolio turnover⁸		40	%		139	%		31	%		49	%		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:

		0.41	%⁴		0.41	%⁵		0.37	%⁶		0.26	%⁶		0.18	%⁷

¹Calculated based on average shares outstanding during the years.

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 0.55%.

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.

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

Financial Highlights


TARGET 2050 SERIES CLASS I	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.12		$	9.48		$	11.43		$	13.82		$	13.60

Income (loss) from investment operations:
Net investment income^1,2		0.05			0.07			0.07			0.10			0.08
Net realized and unrealized gain (loss) on investments		0.24			1.70			0.17			(0.29	)		1.08


Total from investment operations		0.29			1.77			0.24			(0.19	)		1.16


Less distributions to shareholders:
From net investment income		(0.04	)		(0.13	)		(0.07	)		(0.77	)		(0.57	)
From net realized gain on investments		(0.79	)		—			(2.12	)		(1.43	)		(0.37	)


Total distributions to shareholders		(0.83	)		(0.13	)		(2.19	)		(2.20	)		(0.94	)


Net asset value - End of year	$	10.58		$	11.12		$	9.48		$	11.43		$	13.82


Net assets - End of year (000’s omitted)	$	1,859		$	13,364		$	12,928		$	15,688		$	12,077


Total return³		2.53	%		18.91	%		3.61	%		(1.82	%)		9.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.06	%⁵		0.05	%⁶		0.05	%⁶		0.05	%⁷
Net investment income²		0.44	%		0.71	%		0.73	%		0.84	%		0.62	%
Series portfolio turnover⁸		40	%		139	%		31	%		49	%		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:

		0.54	%4		0.41	%⁵		0.37	%⁶		0.26	%⁶		0.18	%⁷


TARGET 2050 SERIES CLASS R6	FOR THE YEAR ENDED			FOR THE PERIOD
	10/31/18			10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.12		$	11.10

Income (loss) from investment operations:
Net investment income^2,10		0.06			—
Net realized and unrealized gain (loss) on investments		0.25			0.02


Total from investment operations		0.31			0.02


Less distributions to shareholders:
From net investment income		(0.04	)		—
From net realized gain on investments		(0.79	)		—


Total distributions to shareholders		(0.83	)		—


Net asset value - End of period	$	10.60		$	11.12


Net assets - End of period (000’s omitted)	$	5		$	5

Total return¹¹		2.75	%		0.18	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁴		0.05	%^5,12
Net investment income (loss)		0.51	%		(0.05	%)¹²
Series portfolio turnover⁸		40	%		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:

		0.52	%⁴		0.41	%^5,12

¹Calculated based on average shares outstanding during the years.

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 0.55%.

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 periods.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2055 SERIES CLASS K	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.57		$	11.70		$	12.56		$	13.94		$	13.85

Income (loss) from investment operations:
Net investment income (loss)^1,2		0.01			0.05			0.03			0.09			0.06
Net realized and unrealized gain (loss) on investments		0.30			2.08			0.30			(0.35	)		1.05


Total from investment operations		0.31			2.13			0.33			(0.26	)		1.11


Less distributions to shareholders:
From net investment income		(0.03	)		(0.13	)		(0.05	)		(0.74	)		(0.55	)
From net realized gain on investments		(1.12	)		(0.13	)		(1.14	)		(0.38	)		(0.47	)


Total distributions to shareholders		(1.15	)		(0.26	)		(1.19	)		(1.12	)		(1.02	)


Net asset value - End of year	$	12.73		$	13.57		$	11.70		$	12.56		$	13.94


Net assets - End of year (000’s omitted)	$	4,771		$	4,141		$	2,380		$	1,142		$	1,777

Total return³		2.26	%		18.61	%		3.38	%		(2.06	%)		8.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁴		0.31	%⁵		0.30	%⁶		0.30	%⁶		0.30	%⁷
Net investment income²		0.10	%		0.37	%		0.30	%		0.68	%		0.43	%
Series portfolio turnover⁸		23	%		186	%		30	%		55	%		63	%

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

		1.87	%⁴		2.15	%⁵		2.44	%⁶		3.68	%⁶		4.79	%⁷
TARGET 2055 SERIES CLASS R	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.43		$	11.59		$	12.45		$	13.83		$	13.77

Income (loss) from investment operations:
Net investment income (loss)^1,2		(0.02	)		0.01			0.01			0.05			0.03
Net realized and unrealized gain (loss) on investments		0.29			2.07			0.30			(0.34	)		1.04


Total from investment operations		0.27			2.08			0.31			(0.29	)		1.07


Less distributions to shareholders:
From net investment income		(0.02	)		(0.11	)		(0.03	)		(0.71	)		(0.54	)
From net realized gain on investments		(1.12	)		(0.13	)		(1.14	)		(0.38	)		(0.47	)


Total distributions to shareholders		(1.14	)		(0.24	)		(1.17	)		(1.09	)		(1.01	)


Net asset value - End of year	$	12.56		$	13.43		$	11.59		$	12.45		$	13.83


Net assets - End of year (000’s omitted)	$	5,136		$	2,388		$	519		$	409		$	515

Total return³		2.00	%		18.28	%		3.18	%		(2.32	%)		8.21	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁴		0.55	%⁵		0.55	%⁶		0.55	%		0.55	%⁷
Net investment income (loss)²		(0.15	%)		0.04	%		0.11	%		0.39	%		0.24	%
Series portfolio turnover⁸		23	%		186	%		30	%		55	%		63	%

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

		1.77	%⁴		2.15	%⁵		2.44	%⁶		3.68	%⁶		5.39	%⁷

¹Calculated based on average shares outstanding during the years.

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 0.55%.

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.

Financial Highlights


TARGET 2055 SERIES CLASS I	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.70		$	11.81		$	12.66		$	14.05		$	13.94

Income (loss) from investment operations:
Net investment income^1,2		0.05			0.12			0.07			0.10			0.08
Net realized and unrealized gain (loss) on investments		0.30			2.06			0.30			(0.33	)		1.07


Total from investment operations		0.35			2.18			0.37			(0.23	)		1.15


Less distributions to shareholders:
From net investment income		(0.05	)		(0.16	)		(0.08	)		(0.78	)		(0.57	)
From net realized gain on investments		(1.12	)		(0.13	)		(1.14	)		(0.38	)		(0.47	)


Total distributions to shareholders		(1.17	)		(0.29	)		(1.22	)		(1.16	)		(1.04	)


Net asset value - End of year	$	12.88		$	13.70		$	11.81		$	12.66		$	14.05


Net assets - End of year (000’s omitted)	$	315		$	210		$	2,783		$	1,658		$	872

Total return³		2.52	%		18.87	%		3.69	%		(1.83	%)		8.75	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁶		0.05	%⁷
Net investment income²		0.37	%		0.95	%		0.58	%		0.80	%		0.57	%
Series portfolio turnover⁸		23	%		186	%		30	%		55	%		63	%

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

		1.90	%⁴		2.15	%⁵		2.44	%⁶		3.68	%⁶		7.80	%⁷


TARGET 2055 SERIES CLASS R6	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 10/16/17⁹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.70		$	13.68

Income (loss) from investment operations:
Net investment income^2,10		0.07			—
Net realized and unrealized gain on (loss) on investments		0.30			0.02


Total from investment operations		0.37			0.02


Less distributions to shareholders:
From net investment income		(0.05	)		—
From net realized gain on investments		(1.12	)		—


Total distributions to shareholders		(1.17	)		—


Net asset value - End of period	$	12.90		$	13.70


Net assets - End of period (000’s omitted)	$	5		$	5

Total return¹¹		2.71	%		0.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁴		0.05	%^5,12
Net investment income (loss)²		0.51	%		(0.05	%)¹²
Series portfolio turnover⁸		23	%		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:

		1.90	%⁴		2.15	%^5,12

¹Calculated based on average shares outstanding during the years.

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 0.55%.

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 periods.

¹¹Represents 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.

¹²Annualized.

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

Financial Highlights


TARGET 2060 SERIES CLASS K	FOR THE YEAR ENDED									FOR THE PERIOD
	10/31/18			10/31/17			10/31/16			9/21/15¹TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.45		$	10.67		$	10.36		$	10.00

Income (loss) from investment operations:
Net investment income (loss)^2,3		0.01			0.04			0.01			—	⁴
Net realized and unrealized gain (loss) on investments		0.28			1.91			0.34			0.36


Total from investment operations		0.29			1.95			0.35			0.36


Less distributions to shareholders:
From net investment income		(0.02	)		(0.12	)		(0.04	)		—
From net realized gain on investments		(1.28	)		(0.05	)		—			—


Total distributions to shareholders		(1.30	)		(0.17	)		(0.04	)		—


Net asset value - End of period	$	11.44		$	12.45		$	10.67		$	10.36


Net assets - End of period (000’s omitted)	$	6,895		$	3,284		$	1,407		$	52


Total return⁵		2.32	%		18.56	%		3.45	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%⁶		0.31	%⁷		0.30	%⁸		0.30	%^9,10
Net investment income (loss)³		0.07	%		0.39	%		0.10	%		(0.30	%)⁹
Series portfolio turnover¹¹		5	%		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:

		2.29	%⁶		5.26	%⁷		9.37	%⁸		151.35	%^9,10,12
TARGET 2060 SERIES CLASS R	FOR THE YEAR ENDED									FOR THE PERIOD
	10/31/18			10/31/17			10/31/16			9/21/15¹TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.43		$	10.65		$	10.36		$	10.00

Income (loss) from investment operations:
Net investment income (loss)^2,3		(0.02	)		—	⁴		0.01			(0.01	)
Net realized and unrealized gain (loss) on investments		0.28			1.92			0.31			0.37


Total from investment operations		0.26			1.92			0.32			0.36


Less distributions to shareholders:
From net investment income		(0.01	)		(0.09	)		(0.03	)		—
From net realized gain on investments		(1.28	)		(0.05	)		—			—


Total distributions to shareholders		(1.29	)		(0.14	)		(0.03	)		—


Net asset value - End of period	$	11.40		$	12.43		$	10.65		$	10.36


Net assets - End of period (000’s omitted)	$	4,360		$	1,242		$	182		$	56

Total return⁵		2.11	%		18.29	%		3.16	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%⁶		0.55	%⁷		0.55	%⁸		0.55	%^9,10
Net investment income (loss)³		(0.16	%)		(0.01	%)		0.09	%		(0.55	%)⁹
Series portfolio turnover¹¹		5	%		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:

		2.16	%⁶		5.26	%⁷		9.37	%⁸		151.35	%^9,10,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

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 0.55%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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

⁹Annualized.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

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

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

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

Financial Highlights


TARGET 2060 SERIES CLASS I	FOR THE YEAR ENDED									FOR THE PERIOD
	10/31/18			10/31/17			10/31/16			9/21/15¹TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.46		$	10.68		$	10.36		$	10.00

Income (loss) from investment operations:
Net investment income (loss)^2,3		0.05			0.08			(0.07	)		—	⁴
Net realized and unrealized gain (loss) on investments		0.27			1.89			0.31			0.36


Total from investment operations		0.32			1.97			0.38			0.36


Less distributions to shareholders:
From net investment income		(0.04	)		(0.14	)		(0.06	)		—
From net realized gain on investments		(1.28	)		(0.05	)		—			—


Total distributions to shareholders		(1.32	)		(0.19	)		(0.06	)		—


Net asset value - End of period	$	11.46		$	12.46		$	10.68		$	10.36


Net assets - End of period (000’s omitted)	$	142		$	104		$	56		$	52

Total return⁵		2.55	%		18.80	%		3.71	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.20	%⁶		0.05	%⁷		0.05	%⁸		0.05	%^9,10
Net investment income (loss)³		0.40	%		0.72	%		0.65	%		(0.05	%)⁹
Series portfolio turnover¹¹		5	%		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:

		2.23	%⁶		5.26	%⁷		9.37	%⁸		151.34	%^9,10,12


TARGET 2060 SERIES CLASS R6	FOR THE YEAR ENDED			FOR THE PERIOD
	10/31/18			10/16/17¹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.46		$	12.44

Income (loss) from investment operations:
Net investment income^2,3		0.06			—
Net realized and unrealized gain (loss) on investments		0.28			0.02


Total from investment operations		0.34			0.02


Less distributions to shareholders:
From net investment income		(0.04	)		—
From net realized gain on investments		(1.28	)		—


Total distributions to shareholders		(1.32	)		—


Net asset value - End of period	$	11.48		$	12.46


Net assets - End of period (000’s omitted)	$	5		$	5

Total return⁵		2.74	%		0.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%^7,9
Net investment income (loss)³		0.51	%		(0.05	%)⁹
Series portfolio turnover¹¹		5	%		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:

		2.31	%⁶		5.26	%^7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Less than $(0.01).

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.55%.

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

⁹Annualized.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

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

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

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

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.

2.	Significant Accounting Policies

Security Valuation

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

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

Notes to Financial Statements (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, 2018 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	$	125,824,382	$	125,824,382	$	—	$	—

Total assets	$	125,824,382	$	125,824,382	$	—	$	—


	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	2,124,759	$	2,124,759	$	—	$	—

Total assets	$	2,124,759	$	2,124,759	$	—	$	—


	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	93,722,086	$	93,722,086	$	—	$	—

Total assets	$	93,722,086	$	93,722,086	$	—	$	—


	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	59,385,445	$	59,385,445	$	—	$	—

Total assets	$	59,385,445	$	59,385,445	$	—	$	—


	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	121,570,501	$	121,570,501	$	—	$	—

Total assets	$	121,570,501	$	121,570,501	$	—	$	—

	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	37,326,107	$	37,326,107	$	—	$	—

Total assets	$	37,326,107	$	37,326,107	$	—	$	—

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	$	72,983,615	$	`72,983,615	$	—	$	—

Total assets	$	72,983,615	$	72,983,615	$	—	$	—


	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	20,512,443	$	20,512,443	$	—	$	—

Total assets	$	20,512,443	$	20,512,443	$	—	$	—


	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	33,049,623	$	33,049,623	$	—	$	—

Total assets	$	33,049,623	$	33,049,623	$	—	$	—


	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	10,223,687	$	10,223,687	$	—	$	—

Total assets	$	10,223,687	$	10,223,687	$	—	$	—


	TARGET 2060 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	11,393,453	$	11,393,453	$	—	$	—

Total assets	$	11,393,453	$	11,393,453	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2017 or October 31, 2018.

New Accounting Pronouncements

The Securities and Exchange Commission (SEC) adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statements of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statements of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statements of Changes in Net Assets. These Regulation S-X amendments are reflected in the Series financial statements for the year ended October 31, 2018. As a result of adopting these amendments, the distributions to shareholders in the October 31, 2017 Statements of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation.

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Pronouncements (continued)

or modified disclosures upon issuance of this ASU and delay adoption of the new disclosures until their effective date. As such, each Series has early adopted the eliminated and modified disclosures, as permitted by this ASU.

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.

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

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, 2018, 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, 2015 through October 31, 2018. 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 2018. 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.

Distributions of Income and Gains

Indemnifications

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

3.	Transactions with Affiliates and Other Agreements

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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

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.

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, 2018, the Advisor reimbursed expenses of $101,514 for Target Income Series, $131,830 for Target 2015 Series, $127,737 for Target 2020 Series, $138,212 for Target 2025 Series, $148,802 for Target 2030 Series, $152,024 Target 2035 Series, $156,015 for Target 2040 Series, $161,618 for Target 2045 Series, $163,040 for Target 2050 Series, $165,409 for Target 2055 series and $174,617 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.

Notes to Financial Statements (continued)

3.	Transactions with Affiliates and Other Agreements (continued)

attributable to Class K shares and 0.50% of average daily net assets attributable to Class R shares. There are no distribution and service 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 dated March 1, 2017, the Fund pays 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. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of Underlying Series were as follows:


SERIES	PURCHASES		SALES
Target Income Series	$	39,563,160	$	10,771,144
Target 2015 Series	$	1,579,386	$	3,961,631
Target 2020 Series	$	27,196,546	$	46,644,371
Target 2025 Series	$	33,375,597	$	12,897,189
Target 2030 Series	$	37,689,845	$	57,351,416
Target 2035 Series	$	21,678,877	$	10,277,111
Target 2040 Series	$	27,962,367	$	40,700,148
Target 2045 Series	$	12,362,473	$	7,932,081
Target 2050 Series	$	13,136,893	$	16,771,018
Target 2055 Series	$	5,442,422	$	2,026,052
Target 2060 Series	$	7,320,168	$	391,089

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, 2018 is set forth below:


TARGET INCOME SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Conservative Series - Class R6	$	98,989,721	$	39,563,160	$	10,771,144	$	125,824,382		11,781,309	$	1,222,572	$	53,511		$	(2,010,867	)

TARGET 2015 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Conservative Series - Class R6	$	1,766,362	$	1,246,639	$	1,692,484	$	1,279,950		119,845	$	18,073	$	(12,390	)	$	(28,177	)
Blended Asset Moderate Series - Class R6		2,792,015		332,747		2,269,147		844,809		80,458		14,765		5,119			(15,925	)

	$	4,558,377	$	1,579,386	$	3,961,631	$	2,124,759			$	32,838	$	(7,271	)	$	(44,102	)

Notes to Financial Statements (continued)

5.	Investments in Affiliated Issuers (continued)


TARGET 2020 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	17,770,393	$	2,246,045	$	10,721,134	$	9,358,378		924,741	$	97,178	$	242,087		$	(179,014	)
Blended Asset Moderate Series - Class R6		96,805,738		24,950,501		35,923,237		84,363,708		8,034,639		812,414		493,037			(1,962,330	)

	$	114,576,131	$	27,196,546	$	46,644,371	$	93,722,086			$	909,592	$	735,124		$	(2,141,344	)


TARGET 2025 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	24,428,863	$	14,801,387	$	9,037,742	$	29,628,989		2,927,766	$	213,831	$	126,641		$	(690,160	)
Blended Asset Moderate Series - Class R6		15,812,118		18,574,210		3,859,447		29,756,456		2,833,948		216,133		(593	)		(769,831	)

	$	40,240,981	$	33,375,597	$	12,897,189	$	59,385,445			$	429,964	$	126,048		$	(1,459,991	)


TARGET 2030 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	119,139,003	$	34,569,385	$	42,904,028	$	109,347,539		10,805,093	$	890,957	$	1,018,167		$	(2,474,987	)
Blended Asset Maximum Series - Class R6		22,546,555		3,120,460		14,447,388		12,222,962		1,031,474		87,600		908,507			105,171

	$	141,685,558	$	37,689,845	$	57,351,416	$	121,570,501			$	978,557	$	1,926,674		$	(2,369,816	)


TARGET 2035 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	15,365,587	$	14,694,475	$	5,211,366	$	24,251,400		2,396,383	$	159,174	$	43,727		$	(641,022	)
Blended Asset Maximum Series - Class R6		10,951,620		6,984,402		5,065,745		13,074,707		1,103,351		65,969		278,396			(68,704	)

	$	26,317,207	$	21,678,877	$	10,277,111	$	37,326,107			$	225,143	$	322,123		$	(709,726	)

Notes to Financial Statements (continued)

5.	Investments in Affiliated Issuers (continued)


TARGET 2040 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS		CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	28,065,508	$	15,000,141	$	13,545,156	$	29,068,763		2,872,407	$	226,366	$	318,959	$	(770,689	)
Blended Asset Maximum Series - Class R6		55,962,686		12,962,226		27,154,992		43,914,852		3,705,895		267,580		1,875,657		295,076

	$	84,028,194	$	27,962,367	$	40,700,148	$	72,983,615			$	493,946	$	2,194,616	$	(475,613	)


TARGET 2045 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS		CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Extended Series - Class R6	$	1,493,246	$	2,641,083	$	980,396	$	3,067,693		303,132	$	19,633	$	10,312	$	(96,552	)
Blended Asset Maximum Series - Class R6		14,397,470		9,721,390		6,951,685		17,444,750		1,472,131		89,990		372,685		(88,446	)

	$	15,890,716	$	12,362,473	$	7,932,081	$	20,512,443			$	109,623	$	382,997	$	(184,998	)


TARGET 2050 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN		CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Maximum Series - Class R6	$	35,389,255	$	13,136,893	$	16,771,018	$	33,049,623		2,788,998	$	182,596	$	1,263,212	$	47,864

TARGET 2055 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS		CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Maximum Series - Class R6	$	6,736,319	$	5,442,422	$	2,026,052	$	10,223,687		862,758	$	49,766	$	110,326	$	(35,998	)

TARGET 2060 SERIES	VALUE AT 10/31/17		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/18		SHARES HELD AT 10/31/18		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS		CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Blended Asset Maximum Series - Class R6	$	4,618,675	$	7,320,168	$	391,089	$	11,393,453		961,473	$	41,273	$	20,821	$	(172,805	)

6.	Capital Stock Transactions

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


TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		3,459,198		$	34,200,840			2,337,440		$	22,659,341			1,282,576		$	12,499,324			1,017,890		$	9,772,506
Reinvested		55,745			550,512			106,700			992,014			8,088			78,863			2,785			26,048
Repurchased		(794,763	)		(7,842,218	)		(1,119,121	)		(10,770,060	)		(348,958	)		(3,406,394	)		(129,081	)		(1,229,453	)

Total		2,720,180		$	26,909,134			1,325,019		$	12,881,295			941,706		$	9,171,793			891,594		$	8,569,101

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		25,220		$	253,822			131,766		$	1,259,979			—		$	—			504		$	5,000
Reinvested		3,950			39,151			21,427			199,890			5			45			—			—
Repurchased		(760,862	)		(7,626,184	)		(634,616	)		(6,088,342	)		—			—			—			—

Total		(731,692	)	$	(7,333,211	)		(481,423	)	$	(4,628,473	)		5		$	45			504		$	5,000


TARGET 2015 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		37,320		$	416,295			127,914		$	1,381,081			251		$	2,828			1,512		$	15,971
Reinvested		1,657			18,450			4,600			47,515			13			150			7			72
Repurchased		(250,959	)		(2,781,162	)		(68,059	)		(726,662	)		(405	)		(4,535	)		(74,290	)		(780,760	)

Total		(211,982	)	$	(2,346,417	)		64,455		$	701,934			(141	)	$	(1,557	)		(72,771	)	$	(764,717	)


TARGET 2015 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		10,319		$	116,848			71,237		$	759,360			—		$	—			446		$	5,000
Reinvested		263			2,948			3,867			40,103			5			49			—			—
Repurchased		(13,809	)		(155,395	)		(298,585	)		(3,249,874	)		—			—			—			—

Total		(3,227	)	$	(35,599	)		(223,481	)	$	(2,450,411	)		5		$	49			446		$	5,000


TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,799,328		$	17,011,756			2,172,901		$	19,607,802			840,753		$	7,833,720			886,323		$	8,009,764
Reinvested		35,055			331,206			121,288			1,040,715			4,150			38,502			6,480			55,423
Repurchased		(1,109,780	)		(10,488,707	)		(3,836,660	)		(34,880,548	)		(492,010	)		(4,595,463	)		(250,464	)		(2,227,372	)

Total		724,603		$	6,854,255			(1,542,471	)	$	(14,232,031	)		352,893		$	3,276,759			642,339		$	5,837,815


TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		161,668		$	1,542,712			682,033		$	6,089,825			—		$	—			529		$	5,000
Reinvested		13,342			125,744			80,657			698,280			4			39			—			—
Repurchased		(3,242,665	)		(31,221,702	)		(2,516,290	)		(23,043,275	)		—			—			—			—

Total		(3,067,655	)	$	(29,553,246	)		(1,753,600	)	$	(16,255,170	)		4		$	39			529		$	5,000

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2025 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,534,730		$	18,509,075			1,510,708		$	17,519,643			1,225,545		$	14,820,290			1,041,870		$	12,170,838
Reinvested		9,973			120,080			18,798			204,099			4,298			51,881			2,406			26,982
Repurchased		(729,450	)		(8,760,023	)		(605,174	)		(6,888,059	)		(303,550	)		(3,700,436	)		(137,641	)		(1,565,471	)

Total		815,253		$	9,869,132			924,332		$	10,835,683			926,293		$	11,171,735			906,635		$	10,632,349


TARGET 2025 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		34,292		$	410,576			370,555		$	4,134,606			—		$	—			418		$	5,000
Reinvested		999			11,987			19,004			205,945			3			36			—			—
Repurchased		(94,808	)		(1,146,696	)		(1,611,229	)		(18,497,112	)		—			—			—			—

Total		(59,517	)	$	(724,133	)		(1,221,670	)	$	(14,156,561	)		3		$	36			418		$	5,000


TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,083,281		$	20,161,761			2,778,652		$	25,188,374			1,231,615		$	11,808,521			1,104,982		$	10,086,182
Reinvested		31,911			307,548			134,225			1,140,501			4,237			40,572			10,235			86,458
Repurchased		(1,535,516	)		(14,803,048	)		(2,812,564	)		(25,309,781	)		(363,201	)		(3,500,775	)		(497,936	)		(4,376,457	)

Total		579,676		$	5,666,261			100,313		$	1,019,094			872,651		$	8,348,318			617,281		$	5,796,183


TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		328,500		$	3,198,818			758,409		$	6,802,909			—		$	—			520		$	5,000
Reinvested		13,968			134,947			97,154			836,401			3			34			—			—
Repurchased		(3,703,089	)		(36,954,583	)		(3,060,611	)		(28,059,927	)		—			—			—			—

Total		(3,360,621	)	$	(33,620,818	)		(2,205,048	)	$	(20,420,617	)		3		$	34			520		$	5,000


TARGET 2035 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		894,857		$	11,507,154			814,585		$	9,738,361			814,355		$	10,520,876			544,941		$	6,670,222
Reinvested		24,501			309,903			21,885			243,472			9,442			119,395			2,155			24,341
Repurchased		(681,703	)		(8,746,295	)		(434,491	)		(5,179,247	)		(132,161	)		(1,727,643	)		(168,720	)		(1,949,856	)

Total		237,655		$	3,070,762			401,979		$	4,802,586			691,636		$	8,912,628			378,376		$	4,744,707

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2035 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		24,169		$	313,517			234,658		$	2,741,000			—		$	—			393		$	5,000
Reinvested		1,448			18,394			21,053			235,530			8			94			—			—
Repurchased		(40,800	)		(534,892	)		(1,189,172	)		(14,478,654	)		—			—			—			—

Total		(15,183	)	$	(202,981	)		(933,461	)	$	(11,502,124	)		8		$	94			393		$	5,000


TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,332,229		$	13,630,503			1,845,055		$	17,096,157			902,770		$	9,157,688			619,963		$	5,888,746
Reinvested		112,904			1,128,727			74,153			646,006			17,371			172,255			5,183			44,814
Repurchased		(1,096,514	)		(11,196,621	)		(3,091,920	)		(29,044,040	)		(195,400	)		(1,996,090	)		(362,011	)		(3,348,998	)

Total		348,619		$	3,562,609			(1,172,712	)	$	(11,301,877	)		724,741		$	7,333,853			263,135		$	2,584,562


TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		245,103		$	2,504,570			457,484		$	4,244,538			—		$	—			496		$	5,000
Reinvested		53,363			537,445			45,229			401,029			12			123			—			—
Repurchased		(2,371,127	)		(25,021,391	)		(1,327,779	)		(12,659,051	)		—			—			—			—

Total		(2,072,661	)	$	(21,979,376	)		(825,066	)	$	(8,013,484	)		12		$	123			496		$	5,000


TARGET 2045 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		475,170		$	6,394,714			289,509		$	3,610,585			493,767		$	6,575,433			309,595		$	3,960,365
Reinvested		42,406			552,543			14,998			172,547			21,160			274,179			2,194			24,869
Repurchased		(446,574	)		(5,981,696	)		(157,105	)		(1,895,184	)		(139,055	)		(1,881,446	)		(106,658	)		(1,260,324	)

Total		71,002		$	965,561			147,402		$	1,887,948			375,872		$	4,968,166			205,131		$	2,724,910


TARGET 2045 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		37,004		$	501,039			187,597		$	2,278,160			—		$	—			371		$	5,000
Reinvested		6,649			86,772			11,904			137,492			22			284			—			—
Repurchased		(86,728	)		(1,199,721	)		(572,125	)		(7,274,559	)		—			—			—			—

Total		(43,075	)	$	(611,910	)		(372,624	)	$	(4,858,907	)		22		$	284			371		$	5,000

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		823,981		$	9,011,773			719,001		$	7,297,415			478,931		$	5,143,876			254,979		$	2,619,581
Reinvested		134,865			1,418,779			18,205			173,482			25,431			264,514			2,280			21,200
Repurchased		(422,631	)		(4,606,915	)		(626,193	)		(6,386,413	)		(55,261	)		(604,748	)		(212,192	)		(2,122,025	)

Total		536,215		$	5,823,637			111,013		$	1,084,484			449,101		$	4,803,642			45,067		$	518,756


TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		134,308		$	1,486,047			449,709		$	4,542,067			—		$	—			451		$	5,000
Reinvested		93,742			993,663			18,875			182,278			35			372			—			—
Repurchased		(1,254,171	)		(14,080,552	)		(630,302	)		(6,584,168	)		—			—			—			—

Total		(1,026,121	)	$	(11,600,842	)		(161,718	)	$	(1,859,823	)		35		$	372			451		$	5,000


TARGET 2055 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		197,764		$	2,623,883			183,894		$	2,305,123			225,755		$	2,962,773			166,456		$	2,131,519
Reinvested		29,291			374,094			4,973			57,576			19,193			242,384			955			11,041
Repurchased		(157,569	)		(2,087,370	)		(86,995	)		(1,064,756	)		(14,049	)		(186,293	)		(34,345	)		(418,012	)

Total		69,486		$	910,607			101,872		$	1,297,943			230,899		$	3,018,864			133,066		$	1,724,548


TARGET 2055 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		23,787		$	320,747			141,581		$	1,738,110			—		$	—			365		$	5,000
Reinvested		1,693			21,844			5,949			69,828			34			428			—			—
Repurchased		(16,336	)		(224,590	)		(367,843	)		(4,785,227	)		—			—			—			—

Total		9,144		$	118,001			(220,313	)	$	(2,977,289	)		34		$	428			365		$	5,000


TARGET 2060 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		327,857		$	3,938,736			134,187		$	1,564,437			286,497		$	3,408,578			97,802		$	1,164,532
Reinvested		33,071			379,653			2,389			25,579			13,328			152,746			196			2,130
Repurchased		(21,914	)		(256,210	)		(4,631	)		(53,278	)		(17,190	)		(207,081	)		(15,100	)		(164,344	)

Total		339,014		$	4,062,179			131,945		$	1,536,738			282,635		$	3,354,243			82,898		$	1,002,318

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2060 SERIES:	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 10/16/17¹ TO 10/31/17
	CLASS I						CLASS I						CLASS R6				CLASS R 6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES		AMOUNTS		SHARES		AMOUNTS
Sold		5,597		$	66,648			4,721		$	53,596			—	$	—		402	$	5,000
Reinvested		789			9,062			108			1,164			46		531		—		—
Repurchased		(2,302	)		(28,219	)		(1,774	)		(20,121	)		—		—		—		—

Total		4,084		$	47,491			3,055		$	34,639			46	$	531		402	$	5,000

1Commencement of operations.

The following table represents instances at October 31, 2018, 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		42.0	%
Target 2015 Series		2		46.4	%
Target 2020 Series		1		45.4	%
Target 2030 Series		1		44.2	%
Target 2040 Series		1		41.0	%
Target 2050 Series		2		41.3	%
Target 2060 Series		1		33.4	%

At October 31, 2018, the Advisor and its affiliates owned 0.3% of the Target 2015 Series, 1.8% 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.	Line of Credit

The Fund has entered into a 364-day, $25 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in August 2019 unless extended or renewed. During the year ended October 31, 2018, none of the Series borrowed under the line of credit.

8.	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, 2018.

Notes to Financial Statements (continued)

9.	Federal Income Tax Information

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 (2018)	$	672,375		$21,596			$	511,932	$	184,177	$	496,157
Ordinary income (2017)	$	1,234,782		$90,007			$	1,858,404	$	475,544	$	2,163,446
Long-term capital gain (2018)	$	—			$	—	$	—	$	10	$	—


	TARGET 2035 SERIES		TARGET 2040 SERIES		TARGET 2045 SERIES		TARGET 2050 SERIES		TARGET 2055 SERIES		TARGET 2060 SERIES
Ordinary income (2018)	$	353,015	$	1,269,940	$	332,652	$	1,110,027	$	310,269	$	193,740
Ordinary income (2017)	$	361,500	$	1,141,133	$	174,047	$	391,345	$	75,73	$	24,681
Long-term capital gain (2018)	$	95,020	$	580,680	$	581,311	$	1,613,758	$	328,481	$	350,714
Long-term capital gain (2017)	$	164,470	$	—	$	177,024	$	—	$	68,636	$	4,290

At October 31, 2018, 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	$	128,033,089		$	2,181,400		$	96,098,524		$	60,936,430		$	124,164,509
Unrealized appreciation		—			—			—			—			125,412
Unrealized depreciation	$	(2,208,707	)	$	(56,641	)	$	(2,376,438	)	$	(1,550,985	)	$	(2,719,420	)

Net unrealized depreciation	$	(2,208,707	)	$	(56,641	)	$	(2,376,438	)	$	(1,550,985	)	$	(2,594,008	)

Undistributed ordinary income	$	64,403		$	1,742		$	36,997		$	155,459		$	336,606
Capital loss carryforward	$	(331,241	)	$	(435,145	)	$	(1,570,302	)	$	—		$	—


	TARGET			TARGET			TARGET			TARGET			TARGET			TARGET
	2035			2040			2045			2050			2055			2060
	SERIES			SERIES			SERIES			SERIES			SERIES			SERIES
Cost for federal income tax purposes	$	38,057,145		$	73,463,466		$	20,689,035		$	32,969,564		$	10,253,783		$	11,562,103
Unrealized appreciation		—			345,082			—			80,327			—			—
Unrealized depreciation		(731,038	)		(824,933	)		(176,592	)		(268	)		(30,096	)		(168,650	)

Net unrealized appreciation (depreciation)	$	(731,038	)	$	(479,851	)	$	(176,592	)	$	80,059		$	(30,096	)	$	(168,650	)

Undistributed ordinary income	$	318,145		$	2,168,394		$	371,216		$	1,238,775		$	99,762		$	13,393
Undistributed long-term capital gains	$	—		$	1,807		$	—		$	—		$	—		$	—

At October 31, 2018, Target Income Series, Target 2015 Series, and Target 2020 Series had net long-term capital loss carryforwards of $331,241, $435,145, and $1,570,302, respectively, which may be carried forward indefinitely.

Notes to Financial Statements (continued)

9.	Federal Income Tax Information (continued)

As of October 31, 2018, the capital loss carryover utilized in the current year for Target Income Series, Target 2020 Series, and Target 2030 Series was $74,768, $758,673, and $1,622,824, respectively.

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

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the investment portfolios, 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 (eleven of the series constituting Manning & Napier Fund, Inc., hereafter collectively referred to as the “Funds”) as of October 31, 2018, the related statements of operations for the year ended October 31, 2018, the statements of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2018, 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 ended October 31, 2018 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

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.


Series	QDI
Target Income Series	$	262,118
Target 2015 Series		8,566
Target 2020 Series		239,083
Target 2025 Series		71,179
Target 2030 Series		203,871
Target 2035 Series		98,056
Target 2040 Series		349,982
Target 2045 Series		78,309
Target 2050 Series		200,054
Target 2055 Series		44,457
Target 2060 Series		18,384


Series	DRD%
Target Income Series		25.81	%
Target 2015 Series		21.57	%
Target 2020 Series		18.80	%
Target 2025 Series		16.03	%
Target 2030 Series		17.29	%
Target 2035 Series		16.14	%
Target 2040 Series		16.97	%
Target 2045 Series		14.91	%
Target 2050 Series		11.54	%
Target 2055 Series		9.11	%
Target 2060 Series		5.58	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2018 as follows:


Series
Target 2025 Series	$	11
Target 2035 Series		696
Target 2040 Series		2,629
Target 2045 Series		27
Target 2050 Series		840
Target 2055 Series		23
Target 2060 Series		26

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer



Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite – Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018 – Present); Vice President of Finance (2016 – 2018); Director of Finance (2011 – 2016); Financial Analyst/Internal
		Auditor (2004-2006) – Manning & Napier Advisors, LLC and affiliates
		Holds one or more of the following titles for various affiliates: Chief
		Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During		N/A
Past 5 Years:

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
Other Directorships Held Outside Fund Complex During		Fannie Mae (1995-2008)
Past 5 Years:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
		Genesee Corporation (holding company)(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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

Directors’ and Officers’ Information

(unaudited)

Independent

Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During		Rochester Institute of Technology (university)(2005-present); Town of
Past 5 Years:		Greenburgh, NY Planning Board (municipal government) (2015-present)

Officers:

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
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-CEO since 2018, 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:		31
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.

Directors’ and Officers’ Information

(unaudited)

Officers:

(continued)


Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) – Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) - Harter Secrest and Emery LLP; Legal Counsel (2010-2017) - Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel

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 since
		2009
		Holds one or more of the following titles for various affiliates: Director

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.

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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

MNTGT-10/18-AR

LOGO

Disciplined Value Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

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 US equity securities. Using a systematic process with a focus on mid- to large-capitalization US 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, 2018, as the S&P 500 Total Return Index returned 7.35%. Value stocks underperformed growth stocks during the period as the Russell 1000 Value Index returned 3.03% while the Russell 1000 Growth Index returned 10.71%. The Disciplined Value Series Class S provided positive absolute returns of 8.14%, outperforming the Russell 1000 Value Index on a relative basis.

The Series’ sector allocations and stock selections are a product of the Strategy’s systematic screens. Among those two drivers, stock selection was the primary contributor to relative performance over the course of the last year. In particular, the Series’ screening process was most additive to relative performance through stock selection within Industrials, Consumer Discretionary, and Consumer Staples. Offsetting a portion of the relative performance tailwind was the Series’ sector positioning, led by an overweight to the Industrials and an underweight to the Communication Services.

Within the Series, through our disciplined screening process, we pursue opportunities for shareholders to generate stable income with the potential for capital appreciation. Importantly, our approach will continue to emphasize risk management as a critical component in managing the Series.

As we begin the new fiscal year, we believe that we are entering a higher risk regime for equities, and that the United States is likely approaching a period of peak growth. This could result in lower returns as the economy is moving into late cycle territory as supply begins to become a binding constraint for growth. Despite this challenging environmental backdrop, we believe that our investment approach can continue to help our shareholders achieve their long-term investment objectives.

Please see the next page for additional performance information as of October 31, 2018.

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.

Commentary prepared using data provided by FactSet. Analysis Manning & Napier. Commentary presented is relative to the Russell 1000^® Value Index. Additional information and associated disclosures can be found on the Performance Update page of this report.

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.

Disciplined Value Series

Performance Update as of October 31, 2018

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Disciplined Value Series - Class I³	8.35%	10.35%	12.35%
Manning & Napier Fund, Inc. - Disciplined Value Series - Class S^3,4	8.14%	10.07%	12.06%
Russell 1000^® Value Index⁵	3.03%	8.61%	11.76%

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, 2018) to the Russell 1000^® Value Index.

LOGO

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, 2018, the net expense ratio was 0.85% for Class S and 0.60% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.89% for Class S and 0.64% for Class I for the year ended October 31, 2018.

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.

Disciplined Value Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

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.


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD* 5/1/18-10/31/18	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,026.84	$4.34	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%
Class I
Actual	$1,000.00	$1,028.19	$3.07	0.60%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.18	$3.06	0.60%

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

Disciplined Value Series

Portfolio Composition as of October 31, 2018

(unaudited)

LOGO

Disciplined Value Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.9%

Communication Services - 2.1%
Entertainment - 0.3%
Viacom, Inc. - Class B		15,805	$	505,444

Media - 1.8%
Comcast Corp. - Class A		73,909		2,818,889


Total Communication Services				3,324,333

Consumer Discretionary - 10.0%
Distributors - 0.4%
Genuine Parts Co.		7,337		718,439

Hotels, Restaurants & Leisure - 2.0%
McDonald’s Corp.		18,340		3,244,346

Household Durables - 0.5%
Newell Brands, Inc.		23,159		367,765
Whirlpool Corp.		4,362		478,773


				846,538

Leisure Products - 0.4%
Hasbro, Inc.		6,796		623,261

Multiline Retail - 1.9%
Kohl’s Corp.		9,567		724,509
Macy’s, Inc.		17,867		612,659
Target Corp.		19,557		1,635,552


				2,972,720

Specialty Retail - 3.6%
Best Buy Co., Inc.		12,413		870,896
The Gap, Inc.		23,405		638,957
The Home Depot, Inc.		24,564		4,320,316


				5,830,169

Textiles, Apparel & Luxury Goods - 1.2%
Tapestry, Inc.		11,490		486,142
VF Corp.		16,905		1,401,087


				1,887,229


Total Consumer Discretionary				16,122,702

Consumer Staples - 16.2%
Beverages - 2.7%
Molson Coors Brewing Co. - Class B		8,575		548,800
PepsiCo, Inc.		33,236		3,735,062


				4,283,862

Food & Staples Retailing - 5.6%
Sysco Corp.		19,736		1,407,769

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

Disciplined Value Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food & Staples Retailing (continued)
Walgreens Boots Alliance, Inc.		22,350	$	1,782,859
Walmart, Inc.		58,102		5,826,469


				9,017,097

Food Products - 5.3%
Campbell Soup Co.		17,467		653,440
Conagra Brands, Inc.		15,904		566,182
General Mills, Inc.		26,101		1,143,224
The Hershey Co.		9,254		991,566
Hormel Foods Corp.		16,890		737,080
The J.M. Smucker Co.		6,639		719,136
Kellogg Co.		11,887		778,361
The Kraft Heinz Co.		28,807		1,583,521
Mondelez International, Inc. - Class A		33,755		1,417,035


				8,589,545

Household Products - 2.6%
The Clorox Co.		6,641		985,856
Colgate-Palmolive Co.		29,883		1,779,533
Kimberly-Clark Corp.		13,557		1,413,995


				4,179,384


Total Consumer Staples				26,069,888

Energy - 2.3%
Oil, Gas & Consumable Fuels - 2.3%
Marathon Petroleum Corp.		31,502		2,219,316
Valero Energy Corp.		16,808		1,531,041


Total Energy				3,750,357


Financials - 10.0%
Banks - 10.0%
Fifth Third Bancorp.		29,931		807,838
JPMorgan Chase & Co.		55,761		6,079,064
KeyCorp.		34,699		630,134
SunTrust Banks, Inc.		14,096		883,255
U.S. Bancorp.		44,277		2,314,359
Wells Fargo & Co.		100,898		5,370,800


Total Financials				16,085,450

Health Care - 19.6%
Biotechnology - 5.3%
AbbVie, Inc.		38,809		3,021,281

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

Disciplined Value Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Biotechnology (continued)
Amgen, Inc.		16,267	$	3,136,115
Gilead Sciences, Inc.		34,347		2,341,778


				8,499,174

Health Care Providers & Services - 1.8%
CVS Health Corp.		32,286		2,337,184
Quest Diagnostics, Inc.		5,750		541,132


				2,878,316

Pharmaceuticals - 12.5%
Bristol-Myers Squibb Co.		39,231		1,982,735
Eli Lilly & Co.		20,899		2,266,288
Johnson & Johnson		47,578		6,660,444
Merck & Co., Inc.		57,497		4,232,354
Pfizer, Inc.		114,974		4,950,780


				20,092,601


Total Health Care				31,470,091

Industrials - 20.6%
Aerospace & Defense - 5.8%
The Boeing Co.		12,096		4,292,387
Lockheed Martin Corp.		8,266		2,428,964
United Technologies Corp.		21,490		2,669,273


				9,390,624

Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.		7,381		657,130
United Parcel Service, Inc. - Class B		23,058		2,456,599


				3,113,729

Building Products - 0.6%
Johnson Controls International plc		28,027		896,023
Resideo Technologies, Inc.*		3,202		67,392


				963,415

Commercial Services & Supplies - 0.9%
Waste Management, Inc.		15,586		1,394,479

Electrical Equipment - 1.8%
Eaton Corp. plc		19,395		1,390,040
Emerson Electric Co.		21,902		1,486,708


				2,876,748

Industrial Conglomerates - 3.5%
3M Co.		15,229		2,897,470

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

Disciplined Value Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Industrial Conglomerates (continued)
Honeywell International, Inc.		19,209	$	2,781,847


				5,679,317

Machinery - 2.9%
Caterpillar, Inc.		14,252		1,729,053
Cummins, Inc.		7,141		976,103
Illinois Tool Works, Inc.		8,412		1,073,119
Ingersoll-Rand plc		8,337		799,852


				4,578,127

Road & Rail - 2.7%
Norfolk Southern Corp.		8,040		1,349,353
Union Pacific Corp.		20,967		3,065,795


				4,415,148

Trading Companies & Distributors - 0.5%
Fastenal Co.		15,586		801,276


Total Industrials				33,212,863

Information Technology - 14.8%
Communications Equipment - 3.4%
Cisco Systems, Inc.		100,007		4,575,320
Motorola Solutions, Inc.		7,538		923,857


				5,499,177

Electronic Equipment, Instruments & Components - 0.7%
Corning, Inc.		37,019		1,182,757

IT Services - 3.8%
Automatic Data Processing, Inc.		14,458		2,083,109
International Business Machines Corp.		25,030		2,889,213
Paychex, Inc.		16,028		1,049,674


				6,021,996

Semiconductors & Semiconductor Equipment - 6.5%
Broadcom, Inc.		9,090		2,031,524
Intel Corp.		98,322		4,609,335
KLA-Tencor Corp.		7,568		692,775
Maxim Integrated Products, Inc.		11,248		562,625
Texas Instruments, Inc.		28,193		2,617,156


				10,513,415

Technology Hardware, Storage & Peripherals - 0.4%
Western Digital Corp.		15,075		649,280


Total Information Technology				23,866,625

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

Disciplined Value Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials - 2.3%
Chemicals - 1.1%
Eastman Chemical Co.		7,678	$	601,572
LyondellBasell Industries N.V. - Class A		14,363		1,282,185


				1,883,757

Containers & Packaging - 0.6%
Packaging Corp. of America		5,564		510,831
Westrock Co.		10,989		472,197


				983,028

Metals & Mining - 0.6%
Nucor Corp.		15,334		906,546


Total Materials				3,773,331

TOTAL COMMON STOCKS
(Identified Cost $155,751,527)				157,675,640


SHORT-TERM INVESTMENT - 2.0%
Dreyfus Government Cash Management, Institutional Shares¹, 2.05%
(Identified Cost $3,184,374)		3,184,374		3,184,374

TOTAL INVESTMENTS - 99.9%
(Identified Cost $158,935,901)				160,860,014
OTHER ASSETS, LESS LIABILITIES - 0.1%				91,340


NET ASSETS - 100%			$	160,951,354

*Non-income producing security.

¹Rate shown is the current yield as of October 31, 2018.

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

Disciplined Value Series

Statement of Assets and Liabilities

October 31, 2018


ASSETS:

Investments, at value (identified cost $158,935,901) (Note 2)	$	160,860,014
Receivable for fund shares sold		990,431
Dividends receivable		158,289
Foreign tax reclaims receivable		11,408
Interest receivable		5,759
Prepaid and other expenses		16,301


TOTAL ASSETS		162,042,202


LIABILITIES:

Accrued management fees (Note 3)		43,203
Accrued fund accounting and administration fees (Note 3)		16,815
Accrued shareholder services fees (Class S) (Note 3)		15,067
Accrued Chief Compliance Officer service fees (Note 3)		401
Payable for securities purchased		809,792
Payable for fund shares repurchased		151,620
Audit fees payable		17,215
Other payables and accrued expenses		36,735


TOTAL LIABILITIES		1,090,848


TOTAL NET ASSETS	$	160,951,354


NET ASSETS CONSIST OF:

Capital stock	$	143,281
Additional paid-in-capital		132,816,309
Total distributable earnings		27,991,764


TOTAL NET ASSETS	$	160,951,354


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($72,087,647/8,221,045 shares)	$	8.77


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($88,863,707/6,107,029 shares)	$	14.55

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

Disciplined Value Series

Statement of Operations

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $302)	$	3,130,365
Interest		16,515


Total Investment Income		3,146,880


EXPENSES:

Management fees (Note 3)		543,253
Shareholder services fees (Class S) (Note 3)		132,429
Fund accounting and administration fees (Note 3)		53,673
Directors’ fees (Note 3)		9,337
Chief Compliance Officer service fees (Note 3)		4,385
Custodian fees		21,060
Miscellaneous		140,524


Total Expenses		904,661
Less reduction of expenses (Note 3)		(47,894	)


Net Expenses		856,767


NET INVESTMENT INCOME		2,290,113


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		25,894,128
Net change in unrealized appreciation (depreciation) on investments		(21,487,274	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		4,406,854


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,696,967

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

Disciplined Value Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	2,290,113		$	3,705,146
Net realized gain (loss) on investments		25,894,128			25,969,874
Net change in unrealized appreciation (depreciation) on investments		(21,487,274	)		3,802,331


Net increase from operations		6,696,967			33,477,351


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

Class S		(10,674,798	)		(1,640,392	)
Class I		(12,965,874	)		(7,897,908	)


Total distributions to shareholders		(23,640,672	)		(9,538,300	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		29,598,590			(43,416,296	)


Net increase (decrease) in net assets		12,654,885			(19,477,245	)

NET ASSETS:

Beginning of year		148,296,469			167,773,714


End of year	$	160,951,354		$	148,296,469

*For the year ended October 31, 2017, the distributions to shareholders from net investment income and net realized gain were $747,820 and $892,572 (Class S) and $3,303,961 and $4,593,947 (Class I), respectively.

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

Disciplined Value Series

Financial Highlights - Class S


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.42		$	10.16		$	11.64		$	12.75		$	11.88

Income from investment operations:
Net investment income¹		0.16			0.20			0.22			0.26			0.26
Net realized and unrealized gain (loss) on investments		0.72			1.89			0.53			(0.21	)		1.25


Total from investment operations		0.88			2.09			0.75			0.05			1.51


Less distributions to shareholders:
From net investment income		(0.27	)		(0.33	)		(0.32	)		(0.36	)		(0.34	)
From net realized gain on investments		(3.26	)		(0.50	)		(1.91	)		(0.80	)		(0.30	)


Total distributions to shareholders		(3.53	)		(0.83	)		(2.23	)		(1.16	)		(0.64	)


Net asset value - End of year	$	8.77		$	11.42		$	10.16		$	11.64		$	12.75


Net assets - End of year (000’s omitted)	$	72,088		$	30,940		$	15,022		$	15,471		$	13,716

Total return²		8.14	%		21.52	%		7.99	%		0.63	%		13.12	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.82	%		0.82	%		0.79	%		0.79	%
Net investment income		1.71	%		1.91	%		2.19	%		2.14	%		2.11	%
Portfolio turnover		96	%		34	%		39	%		49	%		23	%

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

		0.04	%		N/A			N/A			N/A			N/A

¹Calculated based on average shares outstanding during the year.

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

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

Disciplined Value Series

Financial Highlights - Class I


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	16.76		$	14.54		$	15.69		$	16.76		$	15.41

Income from investment operations:
Net investment income¹		0.31			0.35			0.35			0.39			0.38
Net realized and unrealized gain (loss) on investments		1.03			2.73			0.75			(0.27	)		1.64


Total from investment operations		1.34			3.08			1.10			0.12			2.02


Less distributions to shareholders:
From net investment income		(0.29	)		(0.36	)		(0.34	)		(0.39	)		(0.37	)
From net realized gain on investments		(3.26	)		(0.50	)		(1.91	)		(0.80	)		(0.30	)


Total distributions to shareholders		(3.55	)		(0.86	)		(2.25	)		(1.19	)		(0.67	)


Net asset value - End of year	$	14.55		$	16.76		$	14.54		$	15.69		$	16.76


Net assets - End of year (000’s omitted)	$	88,864		$	117,357		$	152,751		$	160,999		$	191,337

Total return²		8.35	%		21.86	%		8.24	%		0.91	%		13.44	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.60	%		0.57	%		0.57	%		0.54	%		0.54	%
Net investment income		2.05	%		2.24	%		2.46	%		2.44	%		2.38	%
Portfolio turnover		96	%		34	%		39	%		49	%		23	%

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

		0.04	%		N/A			N/A			N/A			N/A

¹Calculated based on average shares outstanding during the year.

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.

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

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, 2018, 13.4 billion shares have been designated in total among 38 series, of which 100 million have been designated as Disciplined Value Series Class I common stock, 100 million have been designated as Disciplined Value Series Class S common stock, 100 million have been designated as Disciplined Value Series Class W common stock, and 100 million have been designated as Disciplined Value Series Class Z common stock. Class W common stock and Class Z common stock are not currently offered for sale.

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

Disciplined Value Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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, 2018 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Communication Services	$	3,324,333	$	3,324,333	$	—	$	—
Consumer Discretionary		16,122,702		16,122,702		—		—
Consumer Staples		26,069,888		26,069,888		—		—
Energy		3,750,357		3,750,357		—		—
Financials		16,085,450		16,085,450		—		—
Health Care		31,470,091		31,470,091		—		—
Industrials		33,212,863		33,212,863		—		—
Information Technology		23,866,625		23,866,625		—		—
Materials		3,773,331		3,773,331		—		—
Mutual Fund		3,184,374		3,184,374		—		—

Total assets	$	160,860,014	$	160,860,014	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2017 or October 31, 2018.

New Accounting Pronouncements

Security Transactions, Investment Income and Expenses

Disciplined Value 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. 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.

Foreign Taxes

Distributions of Income and Gains

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

Indemnifications

Other

Disciplined Value Series

Notes to Financial Statements (continued)

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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

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, 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 shareholder service fees, at no more than 0.60% of average daily net assets each year. Accordingly, the Advisor waived fees of $47,894 for the year ended October 31, 2018, 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.

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $125,559,455 and $118,301,305, respectively. There were no purchases or sales of U.S. Government securities.

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 10/31/18						FOR THE YEAR ENDED 10/31/17
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,688,588		$	88,377,970			1,545,061		$	16,323,508
Reinvested		1,204,163			10,575,138			156,422			1,637,234
Repurchased		(5,379,786	)		(47,861,945	)		(471,810	)		(5,038,973	)

Total		5,512,965		$	51,091,163			1,229,673		$	12,921,769


CLASS I	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,156,876		$	63,107,551			1,890,531		$	29,193,940
Reinvested		525,788			7,609,244			285,798			4,347,380
Repurchased		(5,577,192	)		(92,209,368	)		(5,679,847	)		(89,879,385	)

Total		(894,528	)	$	(21,492,573	)		(3,503,518	)	$	(56,338,065	)

6.	Line of Credit

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, 2018.

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 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, 2018, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $13,753, and decrease Total Distributable Earnings by $13,753. Any such reclassifications are not reflected in the financial highlights.

Disciplined Value Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

The tax character of distributions paid for the year ended October 31, 2018 were as follows:


	FOR THE YEAR ENDED 10/31/18		FOR THE YEAR ENDED 10/31/17
Ordinary income	$	3,681,015	$	4,505,240
Long-term capital gains		19,959,657		5,033,060

At October 31, 2018, 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	$	159,481,979
Unrealized appreciation		8,561,488
Unrealized depreciation		(7,183,453	)

Net unrealized appreciation	$	1,378,035

Undistributed ordinary income	$	2,400,285
Undistributed long-term capital gains	$	24,213,444

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Disciplined Value Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, 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 ended October 31, 2018 and the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

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 $2,968,683 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series designates $25,424,116 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2018.

Disciplined Value Series

Directors’ and Officers’ Information

(unaudited)


Interested Director and Officer
Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite - Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018 - Present); Vice President of Finance (2016 - 2018); Director of Finance (2011 - 2016); Financial Analyst/Internal Auditor (2004-2006) - Manning & Napier Advisors, LLC and affiliates
		Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A


Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

Disciplined Value Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

Disciplined Value Series

Directors’ and Officers’ Information

(unaudited)


Officers: (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) - Harter Secrest and Emery LLP; Legal Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel


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 since 2009
		Holds one or more of the following titles for various affiliates: Director

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.

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

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

MNDIV-10/18-AR

LOGO

Overseas Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The investment environment witnessed over the past twelve months was more volatile and bifurcated than what was experienced in prior years. For the fiscal year ending on October 31, 2018, international equity performance was decidedly poor as the MSCI ACWI ex USA Index fell 8.24%.

The US is likely approaching a period of peak growth and continues to show signs of progressing further into late cycle territory, with potential spillover effects into the global economy. At the same time, key global risks are rising, including trade tensions, global growth concerns, and geopolitical uncertainty, all of which have continued escalating throughout 2018.

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

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 Morningstar.

^© 2018 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied, adapted or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information, except where such damages or losses cannot be limited or excluded by law in your jurisdiction. Past financial performance is no guarantee of future results.

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 negative absolute returns for the twelve-month period ended October 31, 2018. The broad MSCI ACWI ex USA Index (ACWIxUS) returned -8.24%. Emerging market equities generally underperformed developed markets during the period, and the US dollar generally appreciated during the year which challenged international equity returns for US-based investors.

The Overseas Series Class S returned -8.96% during the year, underperforming the ACWIxUS 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 during the year was driven by country positioning and stock selection. Conversely, sector positioning aided relative returns. The most notable detractors from relative performance was stock selection in Consumer Staples, Financials, Communication Services, and Energy, as well as an underweight to Energy. This was offset with strong stock selection in Consumer Discretionary, Information Technology, Industrials, and Health Care. Overweights to Health Care and Consumer Staples and an underweight to Financials also contributed to relative returns.

From a country basis, stock selection in France, Japan, and Belgium provided the biggest headwinds to relative performance, along with an overweight to Belgium and an underweight to Japan, while stock selection in Canada, Ireland, Germany, and the Netherlands was a positive contributor.

Our increased concern for global growth and view that we are moving into late cycle territory has led to meaningful allocations to Health Care and Consumer Staples. The Series has underweight allocations to some of the more economically sensitive sectors like Financials, Energy, Consumer Discretionary, and Information Technology. We have generally found the more yield-oriented segments to be overvalued given the lower growth prospects, which has resulted in underweight allocations to Utilities and Real Estate. Regionally, the Series is meaningfully overweight to Europe and the Middle East and underweight to Asia, with the largest single country underweight to Japan. The Series is also currently underweight Emerging Markets.

Please see the next page for additional performance information as of October 31, 2018.

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. Commentary prepared using data provided by FactSet. Analysis Manning & Napier. Commentary presented is relative to the MSCI ACWI ex USA Index. Additional information and associated disclosures can be found on the Performance Update page of this report.

Overseas Series

Performance Update as of October 31, 2018
(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Overseas Series - Class I²		-8.73	%		-0.05	%		5.82	%
Manning & Napier Fund, Inc. - Overseas Series - Class S^2,3		-8.96	%		-0.34	%		5.52	%
Manning & Napier Fund, Inc. - Overseas Series - Class Z^2,4		-8.64	%		-0.04	%		5.83	%
MSCI ACWI ex USA Index⁵		-8.24	%		1.63	%		6.92	%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series - Class I for the ten years ended October 31, 2018 to the MSCI ACWI ex USA Index.

LOGO

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.

²The 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, 2018, this net expense ratio was 0.75% for Class I, 1.05% for Class S and 0.65% for Class Z. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.77% for Class I, 1.11% for Class S and 0.74% for Class Z for the year ended October 31, 2018.

³For periods through the inception of Class S on September 21, 2018 the performance is hypothetical and is based on the historical performance of Class I shares adjusted for Class S shares’ charges and expenses.

⁴For periods through the inception of Class Z on May 1, 2018, performance is based on the historical performance of Class I shares. Because the Class Z shares invest in the same portfolio of securities as the Class I shares, performance will be different only to the extent that Class I shares have a higher expense ratio.

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 are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

Overseas Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18^*	ANNUALIZED EXPENSE RATIO
Class I
Actual	$1,000.00	$891.43	$3.58	0.75%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.42	$3.82	0.75%
Class S
Actual	$1,000.00	$896.80	$1.09	1.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,004.33	$1.15	1.05%
Class Z
Actual	$1,000.00	$892.90	$3.08	0.65%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.81	$3.29	0.65%

*Expenses are equal to the Series’ 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.

Overseas Series

Portfolio Composition as of October 31, 2018

(unaudited)

LOGO

Overseas Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE
	SHARES		(NOTE 2)

COMMON STOCKS - 92.3%

Communication Services - 7.9%
Entertainment - 3.0%
NetEase, Inc. - ADR (China)		56,580	$	11,760,153
Nexon Co. Ltd. (Japan)*		954,500		10,888,219


				22,648,372

Interactive Media & Services - 2.4%
Tencent Holdings Ltd. - Class H (China)		517,700		17,736,021

Media - 2.5%
Quebecor, Inc. - Class B (Canada)		488,383		9,578,829
Shaw Communications, Inc. - Class B (Canada)		484,230		9,015,517


				18,594,346


Total Communication Services				58,978,739

Consumer Discretionary - 7.9%
Hotels, Restaurants & Leisure - 1.8%
Accor S.A. (France)		291,718		13,329,230

Internet & Direct Marketing Retail - 2.9%
Alibaba Group Holding Ltd. - ADR (China)*		124,715		17,744,450
Despegar.com Corp. (Argentina)*		237,835		3,822,009


				21,566,459

Specialty Retail - 1.1%
Industria de Diseno Textil S.A. (Spain)		290,360		8,183,666

Textiles, Apparel & Luxury Goods - 2.1%
lululemon athletica, Inc. (United States)*		112,890		15,887,010


Total Consumer Discretionary				58,966,365

Consumer Staples - 23.0%
Beverages - 9.1%
Ambev S.A. - ADR (Brazil)		3,625,746		15,699,480
Anheuser-Busch InBev S.A./N.V. (Belgium)		366,700		27,121,484
Diageo plc (United Kingdom)		726,540		25,117,593


				67,938,557

Food Products - 6.0%
Danone S.A. (France)		261,625		18,526,454
Nestle S.A. (Switzerland)		312,760		26,404,172


				44,930,626

Personal Products - 6.0%
Beiersdorf AG (Germany)		126,936		13,124,777
Unilever plc - ADR (United Kingdom)		589,040		31,207,339


				44,332,116

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

Overseas Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Tobacco - 1.9%
British American Tobacco plc - ADR (United Kingdom)		328,770	$	14,268,618


Total Consumer Staples				171,469,917

Energy - 4.7%
Energy Equipment & Services - 3.7%
Schlumberger Ltd. (United States)		546,940		28,063,492

Oil, Gas & Consumable Fuels - 1.0%
Cameco Corp. (Canada)		674,095		7,226,298


Total Energy				35,289,790

Financials - 8.9%
Banks - 6.9%
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		151,805		6,116,224
Bankia S.A. (Spain)		3,625,191		11,386,871
Bankinter S.A. (Spain)		1,506,305		12,341,094
CaixaBank S.A. (Spain)		3,113,675		12,600,077
FinecoBank Banca Fineco S.p.A. (Italy)		851,045		8,894,758


				51,339,024

Capital Markets - 2.0%
Julius Baer Group Ltd. (Switzerland)		327,220		14,922,797


Total Financials				66,261,821

Health Care - 13.8%
Health Care Equipment & Supplies - 3.7%
Medtronic plc (United States)		263,090		23,630,744
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		4,733,867		4,240,354


				27,871,098

Life Sciences Tools & Services - 2.4%
QIAGEN N.V. (United States)*		202,104		7,336,375
QIAGEN N.V. (United States)*		288,307		10,465,120


				17,801,495

Pharmaceuticals - 7.7%
Merck KGaA (Germany)		58,535		6,263,401
Novartis AG - ADR (Switzerland)		332,195		29,053,775
Perrigo Co. plc (United States)		310,145		21,803,194


				57,120,370


Total Health Care				102,792,963

Industrials - 10.1%
Aerospace & Defense - 1.9%
BAE Systems plc (United Kingdom)		2,145,535		14,386,430

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

Overseas Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Airlines - 0.9%
Ryanair Holdings plc - ADR (Ireland)*		83,810	$	6,939,468

Construction & Engineering - 2.5%
FLSmidth & Co. A/S (Denmark)		60,863		3,193,514
Vinci S.A. (France)		176,120		15,674,485


				18,867,999

Machinery - 2.5%
Epiroc AB - Class A (Sweden)*		212,260		1,863,942
Metso OYJ (Finland)		86,946		2,745,037
The Weir Group plc (United Kingdom)		682,921		13,819,959


				18,428,938

Trading Companies & Distributors - 1.0%
Brenntag AG (Germany)		143,882		7,514,140

Transportation Infrastructure - 1.3%
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		883,100		4,625,208
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		57,715		4,783,419


				9,408,627


Total Industrials				75,545,602

Information Technology - 6.3%
Electronic Equipment, Instruments & Components - 1.9%
Keyence Corp. (Japan)		28,100		13,727,407

IT Services - 4.4%
Amdocs Ltd. (United States)		401,971		25,432,705
InterXion Holding N.V. (Netherlands)*		130,005		7,653,394


				33,086,099


Total Information Technology				46,813,506

Materials - 8.1%
Chemicals - 6.8%
Akzo Nobel N.V. (Netherlands)		291,310		24,459,718
Mexichem S.A.B. de C.V. (Mexico)		2,344,600		6,132,382
Solvay S.A. (Belgium)		176,180		20,068,086


				50,660,186

Metals & Mining - 1.3%
Antofagasta plc (Chile)		356,745		3,571,027
First Quantum Minerals Ltd. (Zambia)		314,985		3,143,988
Lundin Mining Corp. (Chile)		812,518		3,339,073


				10,054,088


Total Materials				60,714,274

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

Overseas Series

Investment Portfolio - October 31, 2018


			VALUE
	SHARES		(NOTE 2)

COMMON STOCKS (continued)

Real Estate - 1.6%
Equity Real Estate Investment Trusts (REITS) - 1.6%
Unibail-Rodamco-Westfield (France)		64,795	$	11,725,182

TOTAL COMMON STOCKS
(Identified Cost $744,170,298)				688,558,159


SHORT-TERM INVESTMENT - 4.5%

Dreyfus Government Cash Management, Institutional Shares¹, 2.05%
(Identified Cost $33,900,860)		33,900,860		33,900,860


TOTAL INVESTMENTS - 96.8%
(Identified Cost $778,071,158)				722,459,019
OTHER ASSETS, LESS LIABILITIES - 3.2%				23,682,448


NET ASSETS - 100%			$	746,141,467

ADR - American Depositary Receipt

*Non-income producing security.

¹Rate shown is the current yield as of October 31, 2018.

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

United States - 17.8%; United Kingdom - 13.2%.

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

Overseas Series

Statement of Assets & Liabilities

October 31, 2018


ASSETS:

Investments, at value (identified cost $778,071,158) (Note 2)	$	722,459,019
Foreign currency, at value (identified cost $114,780)		113,671
Receivable for securities sold		18,335,376
Foreign tax reclaims receivable		10,102,856
Dividends receivable		727,830
Receivable for fund shares sold		193,221
Interest receivable		36,233
Prepaid expenses		11,834


TOTAL ASSETS		751,980,040


LIABILITIES:

Accrued management fees (Note 3)		361,053
Accrued sub-transfer agent fees (Note 3)		127,469
Accrued distribution and service (Rule 12b-1) fees (Class S)(Note 3)		114,180
Accrued fund accounting and administration fees (Note 3)		44,285
Accrued Chief Compliance Officer service fees (Note 3)		401
Payable for fund shares repurchased		512,221
Payable for securities purchased		4,390,683
Other payables and accrued expenses		288,281


TOTAL LIABILITIES		5,838,573


TOTAL NET ASSETS	$	746,141,467


NET ASSETS CONSIST OF:

Capital stock	$	336,485
Additional paid-in-capital		1,299,490,373
Total distributable earnings (loss)		(553,685,391	)


TOTAL NET ASSETS	$	746,141,467


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($140,653,287/6,342,720 shares)	$	22.18


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($500,950,427/22,594,311 shares)	$	22.17


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z
($104,537,753/4,711,514 shares)	$	22.19

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

Overseas Series

Statement of Operations

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,265,533)	$	10,696,425


EXPENSES:

Management fees (Note 3)		3,152,469
Sub-transfer agent fees (Note 3)		201,938
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)		150,333
Fund accounting and administration fees (Note 3)		90,951
Directors’ fees (Note 3)		38,104
Chief Compliance Officer service fees (Note 3)		4,385
Custodian fees		121,835
Miscellaneous		423,857


Total Expenses		4,183,872
Less reduction of expenses (Note 3)		(161,051	)


Net Expenses		4,022,821


NET INVESTMENT INCOME		6,673,604


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

Net realized gain (loss) on-
Investments		72,047,277
Foreign currency and translation of other assets and liabilities		196,807


		72,244,084

Net change in unrealized appreciation (depreciation) on-
Investments		(154,250,689	)
Foreign currency and translation of other assets and liabilities		(262,369	)


		(154,513,058	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(82,268,974	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(75,595,370	)

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

Overseas Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	6,673,604		$	10,274,321
Net realized gain (loss) on investments and foreign currency		72,244,084			58,104,182
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(154,513,058	)		101,467,459


Net increase (decrease) from operations		(75,595,370	)		169,845,962


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class I		(10,748,629	)		(15,662,741	)^*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		77,003,717			(332,306,533	)


Net decrease in net assets		(9,340,282	)		(178,123,312	)

NET ASSETS:

Beginning of year		755,481,749			933,605,061


End of year	$	746,141,467		$	755,481,749

*For the year ended October 31, 2017, the distributions to shareholders from net investment income for Class I was $15,662,741.

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

Overseas Series

Financial Highlights - Class I*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value- Beginning of year	$	24.73		$	20.88		$	21.34		$	24.31		$	27.39

Income (loss) from investment operations:
Net investment income¹		0.41			0.26			0.32			0.32			0.36
Net realized and unrealized gain (loss) on investments		(2.51	)		3.94			(0.41	)		(1.14	)		(1.98	)


Total from investment operations		(2.10	)		4.20			(0.09	)		(0.82	)		(1.62	)


Less distributions to shareholders:
From net investment income		(0.45	)		(0.35	)		(0.37	)		(0.36	)		(0.37	)
From net realized gain on investments		—			—			—			(1.79	)		(1.09	)

Total distributions to shareholders		(0.45	)		(0.35	)		(0.37	)		(2.15	)		(1.46	)

Net asset value - End of year	$	22.18		$	24.73		$	20.88		$	21.34		$	24.31

Net assets - End of year (000’s omitted)	$	140,653		$	755,482		$	933,605		$	1,725,278		$	2,652,308

Total return²		(8.69	%)		20.49	%³		(0.35	%)		(3.02	%)		(6.13	%)
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%		0.75	%		0.75	%		0.74	%		0.74	%
Net investment income		1.62	%		1.16	%		1.54	%		1.41	%		1.37	%
Portfolio turnover		34	%		44	%		37	%		59	%		39	%

*Effective March 1, 2017, Class A shares of the Series have been redesignated as Class I shares.

**For certain periods presented, 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	%		0.02	%		N/A			N/A			N/A

¹Calculated based on average shares outstanding during the years.

³Includes litigation proceeds. Excluding this amount, the Series’ total return is 20.10%.

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

Overseas Series

Financial Highlights - Class S


	FOR THE PERIOD 9/21/18¹ TO 10/31/18
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	24.72

Income (loss) from investment operations:
Net investment income²		0.01
Net realized and unrealized gain (loss) on investments		(2.56	)


Total from investment operations		(2.55	)


Less distributions to shareholders:
From net investment income		—
From net realized gain on investments		—

Total distributions to shareholders		—

Net asset value - End of period	$	22.17


Net assets - End of period (000’s omitted)	$	500,950

Total return³		(10.32	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%⁴
Net investment income		0.38	%⁴
Portfolio turnover		34	%

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

		0.06	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

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

Overseas Series

Financial Highlights - Class Z


	FOR THE PERIOD 5/1/18¹ TO 10/31/18
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	24.85

Income (loss) from investment operations:
Net investment income²		0.13
Net realized and unrealized loss on investments		(2.79	)


Total from investment operations		(2.66	)


Less distributions to shareholders:
From net investment income		—
From net realized gain on investments		—

Total distributions to shareholders		—

Net asset value - End of period	$	22.19


Net assets - End of period (000’s omitted)	$	104,538

Total return³		(10.71	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.65	%⁴
Net investment income		1.04	%⁴
Portfolio turnover		34	%

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

		0.09	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2018, 13.4 billion shares have been designated in total among 38 series, of which 200 million have been designated as Overseas Series Class I common stock, 400 million have been designated as Overseas Series Class S common stock, 75 million have been designated as Overseas Series Class W common stock and 100 million have been designated as Overseas Series Class Z common stock. Class W common stock is not currently offered for sale. Class Z shares of the Series commenced operations on May 1, 2018 and Class S shares of the Series commenced operations on September 24, 2018.

Reorganization

On September 18, 2018, the shareholders of World Opportunities Series approved the reorganization of World Opportunities Series into Overseas Series, each a series of the Fund, pursuant to which Overseas Series acquired substantially all of the assets and assumed certain stated liabilities of World Opportunities Series in exchange for an equal aggregate value of Overseas Series shares. For U.S. GAAP purposes, the transaction was treated as a merger. The merger took place after the close of business on September 21, 2018.

Each shareholder of World Opportunities Series received shares of Overseas Series with the same class designation and an aggregate Net Asset Value of such shareholder’s World Opportunities Series shares, as determined at the close of business on September 21, 2018.

The reorganization was accomplished by a tax-free exchange of shares of Overseas Series in the following amount and at the following conversion ratio:

WORLD OPPORTUNITIES
SERIES SHARES

PRIOR TO
REORGANIZATION

CONVERSION
RATIO

SHARES OF
OVERSEAS
SERIES

Class S

72,203,693

0.330372

23,854,078

World Opportunities Series’ net assets and composition of net assets on September 21, 2018, the date of the reorganization, were as follows:

NET

ASSETS

PAID-IN
CAPITAL

ACCUMULATED
NET

INVESTMENT
LOSS

ACCUMULATED

NET

REALIZED

LOSS

NET

UNREALIZED

APPRECIATION

$589,676,263

$1,011,588,366

$(109,562)

$(446,854,928)

$25,052,387

For financial reporting purposes, assets received and shares issued by Overseas Series were recorded at fair value; however, the cost basis of the investments received from World Opportunities Series was carried forward to align ongoing reporting of Overseas Series’ realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

Overseas Series

Notes to Financial Statements (continued)

1.	Organization (continued)

Reorganization (continued)

The aggregate net assets of Overseas Series immediately prior to, and after the acquisition, amounted to $310,629,139 and $900,305,402, respectively. World Opportunities Series’ fair value and cost of investments on September 21, 2018 were $583,171,966 and $558,177,803, respectively.

The purpose of the transaction was to combine two funds managed by the Advisor, the investment advisor to both Overseas Series and World Opportunities Series, with the same or substantially similar (but not identical) investment objectives, investment policies, strategies, risks and restrictions.

Assuming the acquisition had been completed on November 1, 2017, the beginning of the annual reporting period for Overseas Series, the pro forma results of operations for the year ended October 31, 2018, are as follows:

•

Net investment income: $14,199,284

•

Net realized and change in unrealized gain/loss on investments: $(50,062,232)

•

Net decrease in the net assets resulting from operations: $(35,862,948)

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of World Opportunities Series that have been included in the Overseas Series’ Statement of Operations since September 21, 2018.

Reorganization costs incurred by Overseas Series in connection with the reorganization were paid by the Advisor.

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

Overseas Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of October 31, 2018 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2			LEVEL 3
Assets:
Equity Securities:
Communication Services	$	58,978,739	$	30,354,499	$	28,624,240	^#	$	—
Consumer Discretionary		58,966,365		37,453,469		21,512,896	^#		—
Consumer Staples		171,469,917		61,175,437		110,294,480	^#		—
Energy		35,289,790		35,289,790		—			—
Financials		66,261,821		6,116,224		60,145,597	^#		—
Health Care		102,792,963		81,824,088		20,968,875	^#		—
Industrials		75,545,602		16,348,095		59,197,507	^#		—
Information Technology		46,813,506		33,086,099		13,727,407	^#		—
Materials		60,714,274		12,615,443		48,098,831	^#		—
Real Estate		11,725,182		—		11,725,182	^#		—
Mutual Fund		33,900,860		33,900,860		—			—

Total assets	$	722,459,019	$	348,164,004	$	374,295,015		$	—

^# Consists of certain foreign securities for which a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading.

There were no Level 3 securities held by the Series as of October 31, 2017 or October 31, 2018.

New Accounting Pronouncements

Overseas Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Pronouncements (continued)

financial statements for the year ended October 31, 2018. As a result of adopting these amendments, the distributions to shareholders in the October 31, 2017 Statement of Changes in Net Assets presented herein have been reclassified to conform to the current year presentation.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Federal Taxes

Overseas Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates and Other Agreements

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series’ average daily net assets. Prior to March 1, 2018, the amount paid to the Advisor for advisory services was 0.70%.

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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

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 annual amount not to exceed 0.15% of the average daily net assets of the Class I and Class S shares of the Series. 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.

Overseas Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates and Other Agreements (continued)

The Advisor has contractually agreed, until at least February 29, 2020, 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 of each Class, exclusive of shareholder services fees and distribution and service (12b-1) fees, at no more than 0.75% of the average daily net assets of the Class I shares, 0.80% of the average daily net assets of the Class S shares, and 0.65% of the average daily net assets of the Class Z shares each year. Accordingly, the Advisor waived fees of $161,051 for the year ended October 31, 2018, 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 Series compensates the distributor for distributing and servicing the Series’ Class S 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 service fees to the distributor at an annual rate of 0.25% of average daily net assets attributable to Class S shares. There are no distribution and service fees on the Class I or Class Z shares. The fees are accrued daily and paid monthly.

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $167,090,350 and $678,481,403, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class I, Class S and Class Z shares of Overseas Series were:


CLASS I	FOR THE YEAR ENDED 10/31/2018						FOR THE YEAR ENDED 10/31/2017
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,392,938		$	34,946,149			4,379,024		$	98,607,521
Reinvested		418,319			10,324,113			686,873			13,936,654
Repurchased		(26,019,153	)		(645,877,161	)		(19,225,166	)		(444,850,708	)

Total		(24,207,896	)	$	(600,606,899	)		(14,159,269	)	$	(332,306,533	)


CLASS S	FOR THE PERIOD 9/21/2018 (COMMENCEMENT OF OPERATIONS) TO 10/31/2018
	SHARES			AMOUNT
Sold		190,967		$	4,553,940
Shares issued in reorganization¹		23,854,078			589,676,263
Reinvested		—			—
Repurchased		(1,450,734	)		(33,687,813	)

Total		22,594,311		$	560,542,390

Overseas Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


CLASS Z	FOR THE PERIOD 5/1/2018 (COMMENCEMENT OF OPERATIONS) TO 10/31/2018
	SHARES			AMOUNT
Sold		5,468,547		$	135,889,148
Reinvested		—			—
Repurchased		(757,033	)		(18,820,922	)

Total		4,711,514		$	117,068,226

¹See Note 1 regarding the reorganization.

At October 31, 2018, the Advisor and its affiliates owned 0.6% of the Series.

6.	Line of Credit

7.	Financial Instruments

8.	Foreign Securities

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 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, 2018, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $446,668,219 and decrease Total Distributable Earnings (Loss) by $446,668,219. Any such reclassifications are not reflected in the financial highlights.

Overseas Series

Notes to Financial Statements (continued)

9.	Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

FOR THE YEAR
ENDED

10/31/18

FOR THE YEAR
ENDED

10/31/17

Ordinary income

10,748,629

15,662,741

At October 31, 2018, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	792,597,579
Unrealized appreciation		40,176,444
Unrealized depreciation		(110,315,004	)

Net unrealized depreciation	$	(70,138,560	)

Undistributed ordinary income	$	5,090,529
Capital loss carryforward	$	(488,223,183	)

At October 31, 2018, the Series had net short-term capital loss carryforwards of $65,704,244 and net long-term capital loss carryforwards of $422,518,939, which may be carried forward indefinitely.

As of October 31, 2018, the capital loss carryover utilized in the current year was $62,642,124.

Overseas Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Overseas Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, 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 ended October 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

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 $11,791,728 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 $11,714,573 and foreign taxes paid of $1,043,099 for the year ended October 31, 2018.

The World Opportunities Series elected to pass through to its shareholders foreign source income of $12,382,539 and foreign taxes paid of $1,247,868 for the period prior to the merger into the Overseas Series.

Results of Special Meeting of Shareholders

(unaudited)

A Special Meeting of the Shareholders of the World Opportunities Series was held on September 18, 2018. The number of votes necessary to conduct the meeting and approve the proposal was obtained, and the results of the vote is listed below:

Proposal:


	FOR		AGAINST		ABSTAIN
To approve the Agreement and Plan of Reorganization of the World Opportunities Series into the Overseas Series		38,242,259		277,969		2,377,235

Overseas Series

Directors’ and Officers’ Information

(unaudited)


Interested Director and Officer

Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite – Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018 - Present); Vice President of Finance (2016 - 2018); Director of Finance (2011 – 2016); Financial Analyst/Internal Auditor (2004-2006) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A


Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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:		36
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) (2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical) (2016-present); PureEarth(non-profit)(2012-present)

Overseas Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

Overseas Series

Directors’ and Officers’ Information

(unaudited)


Officers: (continued)

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) – Harter Secrest and Emery LLP; Legal Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel

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 since 2009
		Holds one or more of the following titles for various affiliates: Director

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.

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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNOVS-10/18-AR

LOGO

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

We are approaching the ten-year anniversary of the bull market, and while bull markets do not necessarily die of old age, they cannot extend indefinitely either. As the economy continues to move into later cycle territory, we believe investors should temper their expectations as the strong returns experienced over the past several years are unlikely to persist.

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

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

In absolute terms, the performance results for the Class S shares were mixed as the Pro-Blend Maximum Term Series delivered positive returns while the Conservative, Moderate, and Extended portfolios experienced negative returns during the one-year period. Each Series underperformed its respective blended benchmarks on a relative basis. Importantly, each Series has provided strong positive absolute and relative returns over the current stock market cycle, which began in April 2000.

The Pro-Blend Maximum Term Series was modestly overweight in equities as compared to its benchmark, contributing to relative performance, as equities outperformed fixed income during the one-year period. Conversely, an equity underweight, to varying degrees, in the Pro-Blend Conservative, Moderate, and Extended portfolios detracted from relative performance.

Stock selection challenged relative returns and was the primary contributor to the Series’ underperformance. Specifically, selection in the Consumer Staples, Communication Services, and Health Care sectors detracted from relative returns across all portfolios.

Offsetting a portion of the relative performance headwind was the aggregate effect of sector allocations, which aided relative returns. Each Series’ overweight to Health Care, and underweight to Financials and Industrials, aided relative returns. Within fixed income, with the exception of the Conservative Term Series, the portfolios benefitted from a slightly shorter duration as rates generally rose over the course of the year.

In general, we believe that we are entering a higher risk regime for equities and credit, and that the US is likely approaching a period of peak growth. This could result in lower returns as the economy is moving into late cycle territory as supply begins to become a binding constraint for growth. Given this outlook, we believe that the equity section of each Series should focus on higher quality businesses and reasonably priced growth companies tend to perform well later cycle and have historically provided some degree of downside protection in higher risk market environments.

Regarding fixed income, we continue to view corporate bonds as moderately attractive as they continue to adequately compensate investors on a fundamental basis. That said, we are aware that we are in the later stages of an economic expansion and we may look to reduce exposure if spreads tighten or if economic conditions deteriorate. Each Series also has a notable allocation to U.S. Treasury securities. With the exception of the Maximum Term Series, each Series holds Agencies as well as pass-through securities, which include asset-backed and commercial mortgage-backed securities.

Performance Update as of October 31, 2018 - Pro-Blend^® Conservative Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹	FIVE YEAR	TEN YEAR
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S²	-0.75%	2.64%	5.36%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class I²	-0.62%	2.83%	5.55%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class R^2,3	-1.08%	2.33%	5.07%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class R2^2,3	-1.58%	1.80%	4.52%
Bloomberg Barclays U.S. Intermediate Aggregate Bond Index⁴	-1.23%	1.51%	3.47%
Conservative Term Composite Benchmark⁵	0.01%	3.64%	5.94%

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, 2018 to the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index and Conservative Term Composite Benchmark.

LOGO

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.

²The 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, 2018, this net expense ratio was 0.88% for Class S, 0.68% for Class I, 1.18% for Class R and 1.68% for Class R2. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.88% for Class S, 0.68% for Class I, 1.18% for Class R and 1.68% for Class R2 for the year ended October 31, 2018.

³For periods through the inception of Class R2 on January 4, 2010 and Class R on June 30, 2010, the performance is hypothetical and is based on the historical performance of Class S shares adjusted for the respective class’ charges and expenses.

⁴The 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.

Performance Update as of October 31, 2018 - Pro-Blend^® Conservative Term Series

(unaudited)

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 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.

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

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

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.


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,002.04	$4.44	0.88%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.77	$4.48	0.88%
Class I
Actual	$1,000.00	$1,001.94	$3.43	0.68%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.78	$3.47	0.68%
Class R
Actual	$1,000.00	$1,000.53	$5.95	1.18%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.26	$6.01	1.18%
Class R2
Actual	$1,000.00	$997.55	$8.46	1.68%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.74	$8.54	1.68%

*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.

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Financials	8.5	%
Health Care	5.9	%
Energy	5.1	%
Consumer Discretionary	4.6	%
Information Technology	4.3	%
Industrials	4.2	%
Communication Services	4.1	%
Real Estate	3.6	%
Consumer Staples	3.2	%
Materials	2.5	%
Utilities	0.3	%

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


Top Five Stock Holdings⁵
Johnson & Johnson	0.8	%
Medtronic plc	0.6	%
Microsoft Corp.	0.6	%
Mastercard, Inc. - Class A	0.6	%
Novartis AG - ADR (Switzerland)	0.6	%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶
U.S. Treasury Note, 1.625%, 4/30/2019	6.1	%
U.S. Treasury Note, 2.00%, 7/31/2022	5.2	%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020	5.0	%
U.S. Treasury Note, 1.625%, 4/30/2023	2.0	%
U.S. Treasury Note, 1.625%, 5/15/2026	2.0	%

⁶As a percentage of total investments.

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 28.0%

Communication Services - 1.8%
Diversified Telecommunication Services - 0.4%
Verizon Communications, Inc.		14,855	$	848,072
Zayo Group Holdings, Inc.*		82,200		2,456,136


				3,304,208

Entertainment - 0.2%
Electronic Arts, Inc.*		25,200		2,292,696

Interactive Media & Services - 0.9%
Alphabet, Inc. - Class A*		1,430		1,559,529
Alphabet, Inc. - Class C*		2,650		2,853,441
Tencent Holdings Ltd. - Class H (China)		96,160		3,294,371


				7,707,341

Media - 0.3%
Comcast Corp. - Class A		26,437		1,008,307
Quebecor, Inc. - Class B (Canada)		43,590		854,946
Shaw Communications, Inc. - Class B (Canada)		40,835		760,276


				2,623,529


Total Communication Services				15,927,774

Consumer Discretionary - 2.2%
Automobiles - 0.1%
Honda Motor Co., Ltd. - ADR (Japan)		19,437		553,954

Hotels, Restaurants & Leisure - 0.1%
McDonald’s Corp.		6,400		1,132,160

Household Durables - 0.1%
Newell Brands, Inc.		31,415		498,870

Internet & Direct Marketing Retail - 1.0%
Alibaba Group Holding Ltd. - ADR (China)*		17,510		2,491,324
Amazon.com, Inc.*		910		1,454,189
Booking Holdings, Inc.*		2,700		5,061,366


				9,006,879

Multiline Retail - 0.1%
Dollar General Corp.		6,915		770,193
Target Corp.		6,530		546,104


				1,316,297

Specialty Retail - 0.5%
Dick’s Sporting Goods, Inc.		11,755		415,774
The Home Depot, Inc.		7,364		1,295,180
Industria de Diseno Textil S.A. (Spain)		73,590		2,074,101
O’Reilly Automotive, Inc.*		1,455		466,691


				4,251,746

Textiles, Apparel & Luxury Goods - 0.3%
lululemon athletica, Inc.*		21,890		3,080,580


Total Consumer Discretionary				19,840,486

Consumer Staples - 3.2%
Beverages - 1.7%
Ambev S.A. - ADR (Brazil)		411,680		1,782,574
Anheuser-Busch InBev S.A./N.V. (Belgium)		55,530		4,107,052
The Coca-Cola Co.		36,870		1,765,336
Diageo plc (United Kingdom)		102,771		3,552,950
Molson Coors Brewing Co. - Class B		4,120		263,680
PepsiCo, Inc.		30,906		3,473,216


				14,944,808

Food & Staples Retailing - 0.3%
Walgreens Boots Alliance, Inc.		7,397		590,059
Walmart, Inc.		18,605		1,865,709


				2,455,768

Food Products - 0.7%
J&J Snack Foods Corp.		4,022		628,076
The Kraft Heinz Co.		8,413		462,463
Mondelez International, Inc. - Class A		83,681		3,512,928
Nestle S.A. (Switzerland)		20,930		1,766,976


				6,370,443

Household Products - 0.1%
Colgate-Palmolive Co.		15,502		923,144

Personal Products - 0.4%
Unilever plc - ADR (United Kingdom)		75,702		4,010,692


Total Consumer Staples				28,704,855

Energy - 1.5%
Energy Equipment & Services - 0.8%
Diamond Offshore Drilling, Inc.*		67,990		964,098
Ensco plc - Class A		170,840		1,219,798
Schlumberger Ltd.		57,390		2,944,681
Transocean Ltd.*		151,260		1,665,373


				6,793,950

Oil, Gas & Consumable Fuels - 0.7%
BP plc - ADR (United Kingdom)		21,624		937,834
Chevron Corp.		7,091		791,710
China Petroleum & Chemical Corp. - ADR (China)		10,549		850,882
Exxon Mobil Corp.		27,033		2,153,989
Hess Corp.		8,811		505,751

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Marathon Petroleum Corp.		5,923	$	417,275
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,085		465,555
Valero Energy Corp.		4,988		454,357


				6,577,353


Total Energy				13,371,303

Financials - 2.7%
Banks - 1.3%
Bank of America Corp.		55,315		1,521,163
BankUnited, Inc.		4,805		159,046
Citigroup, Inc.		20,113		1,316,597
Fifth Third Bancorp		6,155		166,123
Huntington Bancshares, Inc.		11,370		162,932
JPMorgan Chase & Co.		32,624		3,556,668
KeyCorp.		27,873		506,174
The PNC Financial Services Group, Inc.		2,114		271,628
Regions Financial Corp.		17,790		301,896
SunTrust Banks, Inc.		4,500		281,970
U.S. Bancorp		14,761		771,557
Wells Fargo & Co.		48,610		2,587,510


				11,603,264

Capital Markets - 1.0%
Apollo Global Management LLC - Class A		12,235		359,954
Ares Management LP		12,155		238,360
BlackRock, Inc.		6,925		2,849,084
The Blackstone Group LP		12,015		388,805
Cboe Global Markets, Inc.		8,250		931,012
The Charles Schwab Corp.		35,635		1,647,762
CME Group, Inc.		4,690		859,396
E*TRADE Financial Corp.		16,680		824,326
Intercontinental Exchange, Inc.		11,460		882,878


				8,981,577

Diversified Financial Services - 0.2%
Berkshire Hathaway, Inc. - Class B* .		8,030		1,648,398

Insurance - 0.2%
The Allstate Corp.		2,770		265,145
Arthur J. Gallagher & Co.		4,365		323,054
Chubb Ltd.		2,840		354,744
Lincoln National Corp.		3,690		222,101
Old Republic International Corp.		13,340		294,147
Principal Financial Group, Inc.		4,071		191,622
Willis Towers Watson plc		1,830		261,983


				1,912,796


Total Financials				24,146,035

Health Care - 5.8%
Biotechnology - 1.8%
AbbVie, Inc.		12,811		997,336
Amgen, Inc.		5,300		1,021,787
BioMarin Pharmaceutical, Inc.*		29,440		2,713,485
Gilead Sciences, Inc.		11,085		755,775
Incyte Corp.*		78,000		5,055,960
Regeneron Pharmaceuticals, Inc.*		6,410		2,174,528
Seattle Genetics, Inc.*		40,910		2,296,278
Vertex Pharmaceuticals, Inc.*		7,575		1,283,660


				16,298,809

Health Care Equipment & Supplies - 0.7%
Koninklijke Philips N.V. (Netherlands)		11,565		430,565
Medtronic plc		62,390		5,603,870


				6,034,435

Health Care Providers & Services - 0.3%
CVS Health Corp.		8,770		634,860
DaVita, Inc.*		37,430		2,520,536


				3,155,396

Pharmaceuticals - 3.0%
AstraZeneca plc (United Kingdom)		7,920		605,798
Bristol-Myers Squibb Co.		57,001		2,880,831
Eli Lilly & Co.		13,818		1,498,424
Johnson & Johnson		50,868		7,121,011
Merck & Co., Inc.		61,125		4,499,411
Merck KGaA (Germany)		16,325		1,746,819
Novartis AG - ADR (Switzerland)		57,965		5,069,619
Pfizer, Inc.		38,826		1,671,848
Sanofi (France)		8,293		741,063
Sanofi - ADR (France)		21,715		971,095


				26,805,919


Total Health Care				52,294,559

Industrials - 2.1%
Aerospace & Defense - 0.3%
The Boeing Co.		4,203		1,491,477
Lockheed Martin Corp.		2,586		759,896
United Technologies Corp.		7,080		879,407


				3,130,780

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 0.4%
FedEx Corp.		11,750	$	2,588,995
United Parcel Service, Inc. - Class B		7,778		828,668


				3,417,663

Airlines - 0.1%
Delta Air Lines, Inc.		6,715		367,512
Southwest Airlines Co.		6,190		303,929


				671,441

Building Products - 0.0%##
Johnson Controls International plc		13,425		429,197
Resideo Technologies, Inc.*		1,054		22,187


				451,384

Commercial Services & Supplies - 0.2%
Covanta Holding Corp.		40,510		595,092
Waste Management, Inc.		10,870		972,539


				1,567,631

Construction & Engineering - 0.0%##
Comfort Systems USA, Inc.		6,890		368,477

Electrical Equipment - 0.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		23,998		481,399
Emerson Electric Co.		7,574		514,123


				995,522

Industrial Conglomerates - 0.3%
3M Co.		7,059		1,343,045
Honeywell International, Inc.		6,328		916,421


				2,259,466

Machinery - 0.1%
Caterpillar, Inc.		4,303		522,040
Mueller Water Products, Inc. - Class A		33,760		346,378


				868,418

Professional Services - 0.2%
Equifax, Inc.		15,860		1,608,838

Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		21,120		1,673,338
Kansas City Southern		7,634		778,363
Union Pacific Corp.		6,724		983,183


				3,434,884


Total Industrials				18,774,504

Information Technology - 4.3%
Communications Equipment - 0.2%
Cisco Systems, Inc.		32,603		1,491,587

IT Services - 1.7%
Automatic Data Processing, Inc.		4,475		644,759
International Business Machines Corp.		7,462		861,339
InterXion Holding N.V. (Netherlands)*		33,355		1,963,609
LiveRamp Holdings, Inc.*		53,455		2,441,824
Mastercard, Inc. - Class A¹		25,690		5,078,142
Visa, Inc. - Class A¹		34,570		4,765,474


				15,755,147

Semiconductors & Semiconductor Equipment - 1.5%
Broadcom, Inc.		2,548		569,453
Intel Corp.		66,326		3,109,363
Qorvo, Inc.*		67,150		4,936,196
Skyworks Solutions, Inc.		26,445		2,294,368
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		37,932		1,445,209
Texas Instruments, Inc.		8,633		801,401


				13,155,990

Software - 0.8%
Microsoft Corp.		51,412		5,491,316
ServiceNow, Inc.*		9,910		1,794,106


				7,285,422

Technology Hardware, Storage & Peripherals - 0.1%
Apple, Inc.		4,154		909,145


Total Information Technology				38,597,291

Materials - 1.3%
Chemicals - 0.2%
DowDuPont, Inc.		11,505		620,350
FMC Corp.		9,730		759,718
LyondellBasell Industries N.V. - Class A		4,798		428,317


				1,808,385

Containers & Packaging - 0.9%
Ball Corp.		80,000		3,584,000
Graphic Packaging Holding Co.		74,431		819,485
Sealed Air Corp.		81,785		2,646,563
Sonoco Products Co.		19,167		1,046,135


				8,096,183

Metals & Mining - 0.2%
BHP Billiton Ltd. - ADR (Australia)		16,607		766,911

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Metals & Mining (continued)
Rio Tinto plc - ADR (Australia)		12,347	$	608,584


				1,375,495


Total Materials				11,280,063

Real Estate - 2.9%
Equity Real Estate Investment Trusts (REITS) - 2.9%
Acadia Realty Trust		3,200		89,087
Agree Realty Corp.		2,150		123,131
Alexandria Real Estate Equities, Inc.		705		86,172
American Campus Communities, Inc.		2,380		94,034
American Homes 4 Rent - Class A		18,310		385,792
American Tower Corp.		11,560		1,801,164
Americold Realty Trust		3,305		81,799
Apartment Investment & Management Co. - Class A		6,600		284,064
Apple Hospitality REIT, Inc.		8,980		145,207
AvalonBay Communities, Inc.		3,950		692,751
Boston Properties, Inc.		4,290		518,060
Brandywine Realty Trust		21,770		306,086
CatchMark Timber Trust, Inc. - Class A		18,255		161,557
Chesapeake Lodging Trust		4,635		136,223
Colony Capital, Inc.		70,403		413,266
Community Healthcare Trust, Inc.		21,637		643,052
CoreCivic, Inc.		20,870		468,740
Cousins Properties, Inc.		37,900		314,949
Crown Castle International Corp.		9,023		981,161
CubeSmart		2,530		73,319
Digital Realty Trust, Inc.		7,660		790,972
EastGroup Properties, Inc.		875		83,816
Equinix, Inc.		8,870		3,359,424
Equity LifeStyle Properties, Inc.		2,055		194,588
Equity Residential		8,575		557,032
Essex Property Trust, Inc.		1,435		359,869
Extra Space Storage, Inc.		1,920		172,915
Federal Realty Investment Trust		725		89,936
First Industrial Realty Trust, Inc.		4,590		140,913
Getty Realty Corp.		5,565		149,309
HCP, Inc.		10,560		290,928
Healthcare Realty Trust, Inc.		6,425		179,000
Healthcare Trust of America, Inc. - Class A		7,450		195,637
Hibernia REIT plc (Ireland)		96,180		151,423
Host Hotels & Resorts, Inc.		18,450		352,580
Independence Realty Trust, Inc.		16,210		160,641
Invitation Homes, Inc.		15,950		348,986
Jernigan Capital, Inc.		23,550		460,874
Kimco Realty Corp.		8,495		136,685
Lamar Advertising Co. - Class A		4,855		355,969
Lexington Realty Trust		16,870		131,080
Liberty Property Trust		7,150		299,370
The Macerich Co.		1,270		65,557
Mid-America Apartment Communities, Inc.		2,940		287,267
National Retail Properties, Inc.		3,350		156,612
National Storage Affiliates Trust		2,755		73,366
Outfront Media, Inc.		14,260		252,687
Physicians Realty Trust		23,275		385,900
Plymouth Industrial REIT, Inc.		12,745		178,430
Prologis, Inc.		11,175		720,452
Public Storage		2,255		463,335
Realty Income Corp.		1,520		91,610
SBA Communications Corp.*		10,025		1,625,754
Simon Property Group, Inc.		5,415		993,761
STAG Industrial, Inc.		16,630		440,030
STORE Capital Corp.		3,090		89,703
Sun Communities, Inc.		3,565		358,176
Sunstone Hotel Investors, Inc.		14,295		206,849
Tier REIT, Inc.		12,820		277,809
UDR, Inc.		9,130		357,805
UMH Properties, Inc.		6,480		92,858
Unibail-Rodamco-Westfield (France)		1,105		199,959
Urban Edge Properties		14,315		293,314
Ventas, Inc.		2,920		169,477
VEREIT, Inc.		33,010		241,963
Vornado Realty Trust		5,430		369,674
Weingarten Realty Investors		7,965		223,976
Welltower, Inc.		3,775		249,414


				25,627,299

Real Estate Management & Development - 0.0%##
StorageVault Canada, Inc. (Canada)		23,295		45,654


Total Real Estate				25,672,953

Utilities - 0.2%
Electric Utilities - 0.0%##
Exelon Corp.		7,580		332,080

Independent Power and Renewable Electricity Producers - 0.1%
Boralex, Inc. - Class A (Canada)		14,585		188,344
Innergex Renewable Energy, Inc. (Canada)		23,950		222,135

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMON STOCKS (continued)

Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
Northland Power, Inc. (Canada)		13,535	$	208,199
Pattern Energy Group, Inc. - Class A		13,605		243,802

				862,480

Multi-Utilities - 0.1%
CMS Energy Corp.		10,796		534,617


Total Utilities				1,729,177

TOTAL COMMON STOCKS
(Identified Cost $227,761,985)				250,339,000


CORPORATE BONDS - 18.9%

Non-Convertible Corporate Bonds - 18.9%
Communication Services - 2.4%
Diversified Telecommunication Services - 1.5%
AT&T, Inc., 4.25%, 3/1/2027		5,690,000		5,517,952
Verizon Communications, Inc., 5.50%, 3/16/2047		7,950,000		8,283,687


				13,801,639

Media - 0.8%
Altice US Finance I Corp.³, 5.50%, 5/15/2026		235,000		228,904
CCO Holdings LLC - CCO Holdings Capital Corp.³, 5.50%, 5/1/2026		255,000		248,625
Cequel Communications Holdings I LLC - Cequel Capital Corp.³, 7.50%, 4/1/2028		200,000		207,294
Discovery Communications LLC, 5.20%, 9/20/2047		5,860,000		5,419,838
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)³, 5.50%, 3/1/2028		400,000		371,000
UPCB Finance IV Ltd. (Netherlands)³, 5.375%, 1/15/2025		225,000		218,925


				6,694,586

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		463,000		439,850
Inmarsat Finance plc (United Kingdom)³, 4.875%, 5/15/2022		170,000		166,518
Sprint Communications, Inc.³, 9.00%, 11/15/2018		104,000		104,208
Sprint Communications, Inc.³, 7.00%, 3/1/2020		104,000		107,770


				818,346


Total Communication Services				21,314,571


	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

Consumer Discretionary - 2.5%
Auto Components - 0.0%##
Techniplas LLC³, 10.00%, 5/1/2020		300,000		282,000

Automobiles - 0.6%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		5,610,000		5,601,888

Household Durables - 0.3%
Century Communities, Inc., 5.875%, 7/15/2025		498,000		450,690
LGI Homes, Inc.³, 6.875%, 7/15/2026		350,000		332,500
Meritage Homes Corp., 5.125%, 6/6/2027		185,000		162,800
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		340,000		340,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		260,000		242,775
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		235,000		225,600
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		350,000		330,750

				2,085,115

Internet & Direct Marketing Retail - 1.0%
Booking Holdings, Inc., 3.60%, 6/1/2026		8,750,000		8,356,597

Multiline Retail - 0.6%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		2,600,000		2,745,635
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		2,610,000		2,737,856


				5,483,491


Total Consumer Discretionary				21,809,091

Consumer Staples - 0.1%
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC³, 5.375%, 7/15/2022		175,000		168,875

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Household Products - 0.1%
First Quality Finance Co., Inc.³, 5.00%, 7/1/2025		250,000	$	230,000


Total Consumer Staples				398,875

Energy - 3.6%
Energy Equipment & Services - 0.0%##
Shelf Drilling Holdings Ltd. (United Arab Emirates)³, 8.25%, 2/15/2025		250,000		250,625
TerraForm Power Operating, LLC³, 5.00%, 1/31/2028		190,000		169,812


				420,437

Oil, Gas & Consumable Fuels - 3.6%
American Midstream Partners LP - American Midstream Finance Corp.³, 9.50%, 12/15/2021		270,000		264,600
Boardwalk Pipelines LP, 5.95%, 6/1/2026		7,910,000		8,265,255
DCP Midstream Operating LP³, 5.35%, 3/15/2020		165,000		166,856
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		359,000		358,102
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		430,000		445,050
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		200,000		181,000
Jonah Energy LLC - Jonah Energy Finance Corp.³, 7.25%, 10/15/2025		495,000		393,525
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		7,150,000		8,189,606
Rockies Express Pipeline, LLC³, 5.625%, 4/15/2020		195,000		199,232
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		7,880,000		8,365,592
SemGroup Corp., 6.375%, 3/15/2025		185,000		178,988
Seven Generations Energy Ltd. (Canada)³, 5.375%, 9/30/2025		241,000		224,732
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		263,000		255,768
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.³, 5.50%, 9/15/2024		170,000		171,062
W&T Offshore, Inc.³, 9.75%, 11/1/2023		260,000		251,602
The Williams Companies, Inc., 3.75%, 6/15/2027		4,410,000		4,106,321


				32,017,291


Total Energy				32,437,728

Financials - 5.9%
Banks - 3.5%
Bank of America Corp., 4.00%, 1/22/2025		8,600,000		8,375,008
Citigroup, Inc., 8.125%, 7/15/2039		5,895,000		8,230,868
JPMorgan Chase & Co., 6.30%, 4/23/2019		8,230,000		8,363,283
Popular, Inc., 6.125%, 9/14/2023		280,000		283,304
Santander Holdings USA, Inc., 4.50%, 7/17/2025		5,630,000		5,505,270


				30,757,733

Capital Markets - 1.0%
LPL Holdings, Inc.³, 5.75%, 9/15/2025		335,000		325,369
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		8,380,000		8,468,409


				8,793,778

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		235,000		234,706
Navient Corp., 7.25%, 9/25/2023		205,000		212,175
SLM Corp., 5.125%, 4/5/2022		330,000		328,350


				775,231

Diversified Financial Services - 0.7%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		5,640,000		5,507,410
FS Energy & Power Fund³, 7.50%, 8/15/2023		355,000		359,970
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.³, 6.375%, 12/15/2022		350,000		354,812


				6,222,192

Insurance - 0.6%
Prudential Financial, Inc.⁶, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		5,340,000		5,556,270

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.³, 5.875%, 8/1/2021		225,000	$	226,688


Total Financials				52,331,892

Health Care - 0.1%
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		285,000		269,325
HCA, Inc., 5.375%, 9/1/2026		240,000		238,200
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.³, 6.625%, 5/15/2022		245,000		235,445


				742,970

Pharmaceuticals - 0.0%##
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.³, 8.75%, 11/1/2024		400,000		419,000


Total Health Care				1,161,970

Industrials - 2.2%
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		254,000		255,270
American Airlines Group, Inc.³, 5.50%, 10/1/2019		225,000		227,464


				482,734

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		165,000		166,650
Covanta Holding Corp., 6.00%, 1/1/2027		235,000		226,775
W/S Packaging Holdings, Inc.³, 9.00%, 4/15/2023		355,000		362,100


				755,525

Construction & Engineering - 0.0%##
Tutor Perini Corp.³, 6.875%, 5/1/2025		359,000		359,449

Industrial Conglomerates - 0.5%
General Electric Co.^6,7, (3 mo. LIBOR US + 3.330%), 5.00%		4,490,000		4,158,862

Machinery - 0.6%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		5,700,000		5,694,870

Marine - 0.1%
Borealis Finance, LLC³, 7.50%, 11/16/2022		440,000		431,200
Global Ship Lease, Inc. (United Kingdom)³, 9.875%, 11/15/2022		495,000		471,488


				902,688

Trading Companies & Distributors - 0.7%
Aircastle Ltd., 6.25%, 12/1/2019		140,000		143,878
Fortress Transportation & Infrastructure Investors, LLC³, 6.50%, 10/1/2025		260,000		255,450
International Lease Finance Corp., 6.25%, 5/15/2019		5,764,000		5,855,930
Park Aerospace Holdings Ltd. (Ireland)³, 4.50%, 3/15/2023		371,000		352,962


				6,608,220

Transportation Infrastructure - 0.1%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500
MPC Container Ships Invest B.V. (Norway)^4,8, (3 mo. LIBORUS+ 4.750%), 7.116%, 9/22/2022		200,000		203,316


				408,816


Total Industrials				19,371,164

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		386,000		362,840

Materials - 1.2%
Chemicals - 0.0%##
LSB Industries, Inc.³, 9.625%, 5/1/2023		300,000		311,250

Containers & Packaging - 0.0%##
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)³, 6.00%, 2/15/2025		220,000		206,250

Metals & Mining - 1.2%
Corp Nacional del Cobre de Chile (Chile)³, 5.625%, 9/21/2035		3,775,000		4,001,010
Mountain Province Diamonds, Inc. (Canada)³, 8.00%, 12/15/2022		420,000		426,300
Northwest Acquisitions ULC - Dominion Finco, Inc.³, 7.125%, 11/1/2022		420,000		422,877

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Southern Copper Corp. (Peru), 5.375%, 4/16/2020		5,460,000	$	5,608,282


				10,458,469


Total Materials				10,975,969

Real Estate - 0.8%
Equity Real Estate Investment Trusts (REITS) - 0.8%
American Homes 4 Rent LP, 4.25%, 2/15/2028		5,840,000		5,520,173
Greystar Real Estate Partners, LLC³, 5.75%, 12/1/2025		370,000		358,900
GTP Acquisition Partners I LLC³, 2.35%, 6/15/2020		945,000		923,944
iStar, Inc., 5.25%, 9/15/2022		336,000		325,080


Total Real Estate				7,128,097

Utilities - 0.1%
Gas Utilities - 0.0%##
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		290,000		263,900

Independent Power and Renewable Electricity Producers - 0.1%
Atlantica Yield plc (Spain)³, 7.00%, 11/15/2019		440,000		453,200
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		190,000		176,700
Drax Finco plc (United Kingdom)³, 6.625%, 11/1/2025		350,000		349,125


Total Utilities				1,242,925


TOTAL CORPORATE BONDS
(Identified Cost $173,737,860)				168,535,122


MUTUAL FUNDS - 0.4%

iShares iBoxx High Yield Corporate Bond ETF		22,945		1,935,411
iShares Russell 1000 Value ETF		10,540		1,265,749
iShares U.S. Real Estate ETF		3,530		275,728


TOTAL MUTUAL FUNDS
(Identified Cost $3,501,610)				3,476,888


U.S. TREASURY SECURITIES - 26.7%

U.S. Treasury Bonds - 3.6%
U.S. Treasury Bond, 6.25%, 5/15/2030		6,958,000		9,008,162
U.S. Treasury Bond, 4.75%, 2/15/2037		10,907,000		13,131,858
U.S. Treasury Bond, 2.50%, 2/15/2045		7,548,000		6,361,845
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		4,769,941		4,236,863


Total U.S. Treasury Bonds
(Identified Cost $36,177,181)				32,738,728


	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

U.S. Treasury Notes - 23.1%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		46,257,399		45,468,975
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		4,684,453		4,509,986
U.S. Treasury Note, 1.625%, 4/30/2019		55,159,000		54,924,143
U.S. Treasury Note, 2.00%, 7/31/2022		48,550,000		46,894,369
U.S. Treasury Note, 1.625%, 4/30/2023		19,465,000		18,357,168
U.S. Treasury Note, 2.125%, 5/15/2025		18,885,000		17,828,620
U.S. Treasury Note, 1.625%, 5/15/2026		20,150,000		18,163,337


Total U.S. Treasury Notes
(Identified Cost $207,663,227)				206,146,598

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $243,840,408)				238,885,326


ASSET-BACKED SECURITIES - 4.3%
CarMax Auto Owner Trust, Series 2017-3, Class A3, 1.97%, 4/15/2022		2,173,000		2,138,075
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A³, 2.00%, 12/10/2023		119,170		118,909
Cazenovia Creek Funding II LLC, Series 2018-1A, Class A³, 3.561%, 7/15/2030		2,309,847		2,299,582
Chesapeake Funding II LLC, Series 2017-2A, Class A1³, 1.99%, 5/15/2029		4,667,305		4,619,765
Chesapeake Funding II LLC, Series 2017-4A, Class A1³, 2.12%, 11/15/2029		1,984,090		1,957,665
Colony American Homes, Series 2015-1A, Class A^3,4, (1 mo. LIBOR US + 1.200%), 3.487%, 7/17/2032		1,821,570		1,821,573

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A³, 2.56%, 10/15/2025		1,445,000	$	1,437,401
Enterprise Fleet Financing LLC, Series 2016-2, Class A23, 1.74%, 2/22/2022		85,228		84,898
Enterprise Fleet Financing LLC, Series 2016-2, Class A33, 2.04%, 2/22/2022		980,000		966,464
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A3³, 1.97%, 7/15/2020		3,900,000		3,875,127
Invitation Homes Trust, Series 2017-SFR2, Class A^3,4, (1 mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		764,322		765,038
Invitation Homes Trust, Series 2017-SFR2, Class B^3,4, (1 mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		570,000		573,753
Progress Residential Trust, Series 2017-SFR2, Class A³, 2.897%, 12/1/2034		1,500,000		1,445,761
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/1/2025		4,065,128		3,952,470
SoFi Consumer Loan Program LLC, Series 2017-4, Class A³, 2.50%, 5/26/2026		581,387		572,935
SoFi Consumer Loan Program LLC, Series 2017-5, Class A1³, 2.14%, 9/25/2026		1,100,836		1,095,676
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A³, 1.55%, 3/26/2040		380,136		377,118
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A³, 1.75%, 7/25/2040		124,237		123,104
SoFi Professional Loan Program LLC, Series 2017-D, Class A2FX³, 2.65%, 9/25/2040		1,400,000		1,354,359
SoFi Professional Loan Program LLC, Series 2017-F, Class A1FX³, 2.05%, 1/25/2041		450,177		445,505
SoFi Professional Loan Program LLC, Series 2017-F, Class A2FX³, 2.84%, 1/25/2041		500,000		484,781
SoFi Professional Loan Program LLC, Series 2018-A, Class A2A³, 2.39%, 2/25/2042		1,131,400		1,119,620
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX³, 3.08%, 1/25/2048		2,888,147		2,879,668
Tax Ease Funding LLC, Series 2016-1A, Class A³, 3.131%, 6/15/2028		440,258		438,737
Tricon American Homes Trust, Series 2016-SFR1, Class A³, 2.589%, 11/1/2033		1,801,256		1,734,493
Tricon American Homes Trust, Series 2017-SFR2, Class A³, 2.928%, 1/1/2036		1,843,034		1,758,877


TOTAL ASSET-BACKED SECURITIES (Identified Cost $38,984,540)				38,441,354


COMMERCIAL MORTGAGE-BACKED SECURITIES - 7.2%

Americold LLC Trust, Series 2010-ARTA, Class A1³, 3.847%, 1/11/2029		134,968		135,579
BWAY Mortgage Trust, Series 2015-1740, Class A³, 2.917%, 1/1/2035		4,633,000		4,420,486
Caesars Palace Las Vegas Trust, Series 2017-VICI, Class A³, 3.531%, 10/1/2034		2,520,000		2,514,418
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A³, 3.178%, 2/1/2035		500,000		481,591
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/1/2048		4,455,000		4,321,562
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^3,9, 2.50%, 5/1/2043		1,288,287		1,187,804
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^3,9, 2.13%, 2/1/2043		842,929		763,992
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047		2,458,471		2,425,894
FDIC Trust, Series 2011-R1, Class A³, 2.672%, 7/1/2026		152,323		151,509
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)⁹, 1.444%, 8/1/2020		20,359,431		366,885
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)⁹, 1.149%, 4/1/2021		2,620,666		64,020
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)⁹, 1.501%, 10/1/2021		6,492,134		238,919

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)⁹, 1.452%, 12/1/2021		8,041,195	$	268,173
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)⁹, 1.578%, 6/1/2022		14,984,910		647,616
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)⁹, 0.199%, 4/1/2023		75,438,533		582,808
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)⁹, 0.105%, 5/1/2023		46,808,007		220,807
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044		3,167,771		3,211,895
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044		3,182,029		3,274,132
FREMF Mortgage Trust, Series 2011-K13, Class B^3,9, 4.768%, 1/1/2048		2,255,000		2,304,460
FREMF Mortgage Trust, Series 2012-K711, Class B^3,9, 3.57%, 8/1/2045		2,200,000		2,199,961
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)³, 0.10%, 6/1/2046		199,523,358		679,577
FREMF Mortgage Trust, Series 2013-K712, Class B^3,9, 3.358%, 5/1/2045		1,025,000		1,023,318
FREMF Mortgage Trust, Series 2014-K41, Class B^3,9, 3.832%, 11/1/2047		2,227,000		2,180,930
FREMF Mortgage Trust, Series 2014-K716, Class B^3,9, 3.949%, 8/1/2047		2,624,000		2,640,448
FREMF Mortgage Trust, Series 2015-K42, Class B^3,9, 3.983%, 12/1/2024		490,000		479,051
FREMF Mortgage Trust, Series 2015-K43, Class B^3,9, 3.734%, 2/1/2048		500,000		484,241
FREMF Mortgage Trust, Series 2015-K720, Class B^3,9, 3.39%, 7/1/2022		270,000		262,422
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^3,9, 3.495%, 12/1/2034		2,495,000		2,487,275
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056		2,428,442		2,224,734
GS Mortgage Securities Trust, Series 2010-C2, Class A1³, 3.849%, 12/1/2043		71,394		71,837
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^3,9, 3.00%, 3/1/2043		666,162		631,207
JP Morgan Mortgage Trust, Series 2013-2, Class A2^3,9, 3.50%, 5/1/2043		721,697		696,458
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^3,9, 3.00%, 6/1/2029		957,205		937,650
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^3,9, 3.50%, 8/1/2047		2,817,418		2,760,078
JP Morgan Mortgage Trust, Series 2017-6, Class A3^3,9, 3.50%, 12/1/2048		1,377,681		1,322,681
JP Morgan Mortgage Trust, Series 2017-6, Class A5^3,9, 3.50%, 12/1/2048		2,155,361		2,110,148
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2³, 2.767%, 1/1/2041		4,077		4,068
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^3,9, 3.75%, 11/1/2054		834,862		830,524
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^3,9, 3.75%, 8/1/2055		912,205		906,563
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^3,9, 3.75%, 11/1/2056		1,192,412		1,183,444
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/1/2025		871,223		839,824
Sequoia Mortgage Trust, Series 2013-2, Class A⁹, 1.874%, 2/1/2043		832,420		725,278
Sequoia Mortgage Trust, Series 2013-7, Class A2⁹, 3.00%, 6/1/2043		826,633		773,968
Sequoia Mortgage Trust, Series 2013-8, Class A1⁹, 3.00%, 6/1/2043		1,014,875		950,927
Starwood Retail Property Trust, Series 2014-STAR, Class A^3,4, (1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027		2,123,755		2,124,043
Towd Point Mortgage Trust, Series 2016-5, Class A1^3,9, 2.50%, 10/1/2056		1,943,005		1,886,357

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Vornado DP LLC Trust, Series 2010-VNO, Class A2FX³, 4.004%, 9/10/2028			155,000	$	157,204
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2³, 4.393%, 11/1/2043			265,000		269,060
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A4^3,9, 4.869%, 2/1/2044			837,004		858,119
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^3,9, 3.50%, 1/1/2045			1,010,151		983,521
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^3,9, 3.50%, 3/1/2045			860,729		858,481


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $65,463,282)					64,125,947


FOREIGN GOVERNMENT BONDS - 2.3%
Canada Housing Trust No. 1 (Canada)³, 4.10%, 12/15/2018	CAD		268,000		204,089
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		327,000		251,269
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			8,725,000		8,581,386
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			200,000		197,103
The Korea Development Bank (South Korea)⁴, (3 mo. LIBOR US + 0.675%), 3.014%, 9/19/2020			3,000,000		3,007,290
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		7,267,000		354,388
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		2,725,000		127,506
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		4,996,000		229,617
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		908,000		40,745
Province of Ontario (Canada), 1.25%, 6/17/2019			2,044,000		2,024,582
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		590,000		427,216
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			4,996,000		4,927,116


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $21,243,719)					20,372,307


U.S. GOVERNMENT AGENCIES - 11.3%

Mortgage-Backed Securities - 11.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			144,491		146,959
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			10,067		10,198
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			24,628		25,246
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			111,798		113,799
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			29,763		30,504
Fannie Mae, Pool #888815, 4.50%, 11/1/2022			19,673		20,063
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			174,415		177,405
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024			18,889		19,183
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024			55,779		57,012
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			23,374		24,217
Fannie Mae, Pool #MA3463, 4.00%, 9/1/2033			4,152,754		4,232,072
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			745,032		766,670
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			735,756		757,145
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			459,396		492,543
Fannie Mae, Pool #886904, 6.50%, 9/1/2036			52,742		57,432
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			140,683		150,253
Fannie Mae, Pool #918516, 5.50%, 6/1/2037			55,923		59,492
Fannie Mae, Pool #933521, 5.00%, 1/1/2038			12,504		13,140
Fannie Mae, Pool #889260, 5.00%, 4/1/2038			18,934		19,867
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			409,142		445,716
Fannie Mae, Pool #912948, 5.00%, 5/1/2038			8,635		9,009
Fannie Mae, Pool #975840, 5.00%, 5/1/2038			53,778		56,109
Fannie Mae, Pool #889624, 5.50%, 5/1/2038			358,025		382,421
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			566,008		617,881
Fannie Mae, Pool #986458, 6.00%, 8/1/2038			9,237		9,983

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		9,990	$	10,728
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		30,247		32,482
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		71,495		78,164
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		80,181		86,107
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		18,731		20,308
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		13,252		14,232
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		34,102		35,805
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		83,263		87,471
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		720,198		771,135
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		375,332		401,604
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		63,969		66,803
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		412,397		449,120
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		159,744		171,710
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		58,807		62,088
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		113,376		119,838
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		908,929		941,254
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		52,140		55,117
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		86,225		91,184
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		755,785		808,895
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		532,787		579,698
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		217,085		236,851
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		735,154		801,996
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		505,735		509,578
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		1,166,265		1,206,168
Fannie Mae, Pool #AB4300, 3.50%, 1/1/2042		269,485		264,706
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		640,627		645,475
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044		13,632,348		13,327,299
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		918,746		941,644
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		989,611		1,023,056
Fannie Mae, Pool #AZ2001, 3.50%, 5/1/2045		2,500,250		2,444,766
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		917,017		919,834
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		2,094,315		2,047,440
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		1,642,666		1,605,391
Fannie Mae, Pool #BC8677, 4.00%, 5/1/2046		533,438		533,996
Fannie Mae, Pool #BC2098, 4.00%, 6/1/2046		1,012,383		1,013,494
Fannie Mae, Pool #MA2670, 3.00%, 7/1/2046		2,359,283		2,234,602
Fannie Mae, Pool #BD2179, 4.00%, 7/1/2046		220,619		220,838
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046		2,711,758		2,568,307
Fannie Mae, Pool #BD6987, 4.00%, 10/1/2046		1,167,222		1,168,081
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		799,744		800,353
Fannie Mae, Pool #BE3812, 4.00%, 12/1/2046		860,966		861,578
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		1,094,557		1,128,966
Fannie Mae, Pool #MA3184, 4.50%, 11/1/2047		3,148,266		3,226,364
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048		3,854,015		4,026,681
Fannie Mae, Pool #CA2056, 4.50%, 7/1/2048		2,163,488		2,217,914
Fannie Mae, Pool #BK9366, 4.50%, 8/1/2048		2,876,733		2,948,189
Fannie Mae, Pool #BK9598, 4.50%, 8/1/2048		2,876,068		2,947,506
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048		1,917,254		2,003,054
Fannie Mae, Pool #CA2373, 5.00%, 9/1/2048		7,273,954		7,599,097
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049		1,303,723		1,388,206

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		23,493	$	23,681
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		32,746		33,508
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		22,949		23,588
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		31,515		32,472
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		131,429		135,378
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		1,009,583		1,039,677
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		120,451		129,549
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		296,435		318,484
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		353,537		388,675
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		259,094		278,065
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		119,559		127,994
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		129,204		137,999
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		326,964		349,955
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		40,685		43,470
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		266,583		284,891
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		340,362		365,277
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		301,739		323,612
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		73,145		80,454
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		237,412		252,783
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		282,231		310,538
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,323,423		1,371,309
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		1,334,466		1,382,691
Freddie Mac, Pool #G60334, 4.50%, 10/1/2041		1,112,288		1,152,462
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		1,888,697		1,855,302
Freddie Mac, Pool #Q24752, 3.50%, 2/1/2044		1,546,319		1,518,818
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		1,061,509		1,063,600
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		2,010,586		2,013,446
Freddie Mac, Pool #G60636, 4.00%, 1/1/2046		1,511,115		1,513,966
Freddie Mac, Pool #Q38388, 4.00%, 1/1/2046		335,707		336,531
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		2,272,727		2,219,553
Freddie Mac, Pool #Q51334, 4.00%, 10/1/2047		3,373,289		3,376,452
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		1,953,252		2,009,170
Ginnie Mae, Pool #671161, 5.50%, 11/1/2037		29,890		31,778


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $103,443,531)				100,964,620


	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.0%

Dreyfus Government Cash Management, Institutional Shares¹⁰, 2.05%, (Identified Cost $18,238,171)		18,238,171		18,238,171

TOTAL INVESTMENTS IN SECURITIES -101.1% (Identified Cost $896,215,106)				903,378,735


TOTAL OPTIONS WRITTEN - 0.0%## (Premiums Received $147,962)				(216,123	)


TOTAL INVESTMENTS - 101.1%				903,162,612
LIABILITIES, LESS OTHER ASSETS - (1.1%)				(9,895,617	)

NET ASSETS - 100%			$	893,266,995

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

Investment Portfolio - October 31, 2018

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE			NOTIONAL AMOUNT² (000)		VALUE
Call
Booking Holdings, Inc.,		5		11/09/18		$	1,960.00		937		$	(20,000	)
Qorvo, Inc.		129		11/16/18			77.50		948			(27,735	)
Alphabet, Inc. - Class C		12		11/23/18			1,110.00		1,292			(26,400	)


												(74,135	)


Put
lululemon athletica, Inc.		68		11/9/18			149.00		957			(55,420	)
Mastercard, Inc. - Class A		67		11/9/18			197.50		1,324			(26,130	)
Medtronic plc		147		11/16/18			90.00		1,320			(21,315	)
Microsoft Corp.		133		11/16/18			100.00		1,421			(12,103	)
Qorvo, Inc.		193		11/16/18			67.50		1,419			(27,020	)


												(141,988	)


TOTAL EXCHANGE-TRADED OPTIONS WRITTEN											$	(216,123	)

*Non-income producing security.

^## Less than 0.1%.

¹A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $7,375,539.

²Amount is stated in USD unless otherwise noted.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $92,136,321, or 10.31% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

⁴Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁷Security is perpetual in nature and has no stated maturity date.

⁸Illiquid security - This security was acquired on November 3, 2017 at a cost of $198,500 ($99.25 per share). This security has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $203,316, or less than 0.1% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

⁹Variable or floating rate security, the interest rate of which 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, 2018.

¹⁰Rate shown is the current yield as of October 31, 2018.

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

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

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $896,215,106) (Note 2)	$	903,378,735
Receivable for securities sold		4,545,406
Interest receivable		3,938,215
Receivable for fund shares sold		952,316
Foreign tax reclaims receivable		175,969
Dividends receivable		125,350
Prepaid and other expenses		20,537


TOTAL ASSETS		913,136,528


LIABILITIES:

Accrued management fees (Note 3)		458,898
Accrued shareholder services fees (Class S) (Note 3)		102,004
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		86,062
Accrued fund accounting and administration fees (Note 3)		51,387
Accrued Chief Compliance Officer service fees (Note 3)		401
Options written, at value (premiums received $147,962) (Note 2)		216,123
Payable for securities purchased		18,268,716
Payable for fund shares repurchased		548,451
Other payables and accrued expenses		137,491


TOTAL LIABILITIES		19,869,533


TOTAL NET ASSETS	$	893,266,995


NET ASSETS CONSIST OF:

Capital stock	$	742,397
Additional paid-in-capital		859,896,071
Total distributable earnings		32,628,527


TOTAL NET ASSETS	$	893,266,995

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

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

October 31, 2018


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($596,934,490/ 44,593,002 shares)	$	13.39

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($192,156,851/ 18,923,292 shares)	$	10.15

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($10,885,921/ 1,118,915 shares)	$	9.73

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($93,289,733/ 9,604,490 shares)	$	9.71

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

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

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	18,871,275
Dividends (net of foreign taxes withheld, $155,556)		4,600,837


Total Investment Income		23,472,112


EXPENSES:

Management fees (Note 3)		5,426,136
Shareholder services fees (Class S) (Note 3)		1,213,464
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,041,069
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		63,494
Fund accounting and administration fees (Note 3)		188,550
Directors’ fees (Note 3)		70,096
Chief Compliance Officer service fees (Note 3)		4,384
Custodian fees		57,214
Miscellaneous		426,903


Total Expenses		8,491,310


NET INVESTMENT INCOME		14,980,802


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

Net realized gain (loss) on-
Investments in securities		18,660,032
Options written		763,722
Foreign currency and translation of other assets and liabilities		9,796


		19,433,550


Net change in unrealized appreciation (depreciation) on-
Investments in securities		(42,431,332	)
Options written		(99,692	)
Foreign currency and translation of other assets and liabilities		(3,286	)


		(42,534,310	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(23,100,760	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,119,958	)

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

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


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	14,980,802		$	14,964,134
Net realized gain (loss) on investments and foreign currency		19,433,550			37,307,982
Net realized gain (loss) from in-kind redemptions		—			3,897,625
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(42,534,310	)		17,014,001


Net increase (decrease) from operations		(8,119,958	)		73,183,742


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(27,066,336	)		(9,472,113	)
Class I		(10,654,505	)		(6,016,806	)
Class R		(786,315	)		(259,818	)
Class R2		(5,698,305	)		(1,356,723	)


Total distributions to shareholders		(44,205,461	)		(17,105,460	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(22,092,436	)		(250,449,181	)


Net decrease in net assets		(74,417,855	)		(194,370,899	)

NET ASSETS:

Beginning of year		967,684,850			1,162,055,749


End of year	$	893,266,995		$	967,684,850

* For the year ended October 31, 2017, the distributions to shareholders from net investment income and net realized gain were $8,240,473 and $1,231,640 (Class S), $5,354,879 and $661,927 (Class I), $219,383 and $40,435 (Class R) and $1,063,946 and $292,777 (Class R2), respectively.

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

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.10		$	13.36		$	13.15		$	14.13		$	14.18

Income (loss) from investment operations:
Net investment income¹		0.23			0.19			0.19			0.22			0.22
Net realized and unrealized gain (loss) on investments		(0.33	)		0.73			0.21			(0.41	)		0.52


Total from investment operations		(0.10	)		0.92			0.40			(0.19	)		0.74


Less distributions to shareholders:
From net investment income		(0.18	)		(0.16	)		(0.19	)		(0.18	)		(0.20	)
From net realized gain on investments		(0.43	)		(0.02	)		—			(0.61	)		(0.59	)


Total distributions to shareholders		(0.61	)		(0.18	)		(0.19	)		(0.79	)		(0.79	)


Net asset value - End of year	$	13.39		$	14.10		$	13.36		$	13.15		$	14.13


Net assets - End of year (000’s omitted)	$	596,934		$	627,523		$	724,270		$	911,956		$	1,124,851


Total return²		(0.75	%)		7.02	%		3.07	%		(1.33	%)		5.46	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.88	%		0.87	%		0.87	%		0.88	%		0.87	%
Net investment income		1.71	%		1.42	%		1.47	%		1.60	%		1.57	%
Series portfolio turnover		80	%		58	%		65	%		51	%		45	%

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.

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.85		$	10.33		$	10.22		$	11.17		$	11.38

Income (loss) from investment operations:
Net investment income¹		0.20			0.17			0.17			0.19			0.20
Net realized and unrealized gain (loss) on investments		(0.26	)		0.56			0.15			(0.32	)		0.40


Total from investment operations		(0.06	)		0.73			0.32			(0.13	)		0.60


Less distributions to shareholders:
From net investment income		(0.21	)		(0.19	)		(0.21	)		(0.21	)		(0.22	)
From net realized gain on investments		(0.43	)		(0.02	)		—			(0.61	)		(0.59	)


Total distributions to shareholders		(0.64	)		(0.21	)		(0.21	)		(0.82	)		(0.81	)


Net asset value - End of year	$	10.15		$	10.85		$	10.33		$	10.22		$	11.17


Net assets - End of year (000’s omitted)	$	192,157		$	213,824		$	291,632		$	325,700		$	353,538


Total return²		(0.62	%)		7.25	%		3.26	%		(1.15	%)		5.66	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.68	%		0.67	%		0.67	%		0.68	%		0.67	%
Net investment income		1.92	%		1.62	%		1.66	%		1.81	%		1.77	%
Series portfolio turnover		80	%		58	%		65	%		51	%		45	%

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.

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.42		$	9.92		$	9.81		$	10.75		$	10.99

Income (loss) from investment operations:
Net investment income¹		0.14			0.11			0.12			0.13			0.14
Net realized and unrealized gain (loss) on investments		(0.24	)		0.54			0.15			(0.30	)		0.38


Total from investment operations		(0.10	)		0.65			0.27			(0.17	)		0.52


Less distributions to shareholders:
From net investment income		(0.16	)		(0.13	)		(0.16	)		(0.16	)		(0.17	)
From net realized gain on investments		(0.43	)		(0.02	)		—			(0.61	)		(0.59	)


Total distributions to shareholders		(0.59	)		(0.15	)		(0.16	)		(0.77	)		(0.76	)


Net asset value - End of year	$	9.73		$	10.42		$	9.92		$	9.81		$	10.75


Net assets - End of year (000’s omitted)	$	10,886		$	13,672		$	19,054		$	55,315		$	59,101


Total return²		(1.08	%)		6.72	%		2.79	%		(1.60	%)		5.08	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.18	%		1.17	%		1.17	%		1.18	%		1.17	%
Net investment income		1.40	%		1.12	%		1.19	%		1.30	%		1.27	%
Series portfolio turnover		80	%		58	%		65	%		51	%		45	%

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.

Financial Highlights - Pro-Blend^® Conservative Term Series - Class R2*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.40		$	9.91		$	9.81		$	10.75		$	10.99

Income (loss) from investment operations:
Net investment income¹		0.09			0.06			0.06			0.08			0.08
Net realized and unrealized gain (loss) on investments		(0.24	)		0.54			0.15			(0.31	)		0.39


Total from investment operations		(0.15	)		0.60			0.21			(0.23	)		0.47


Less distributions to shareholders:
From net investment income		(0.11	)		(0.09	)		(0.11	)		(0.10	)		(0.12	)
From net realized gain on investments		(0.43	)		(0.02	)		—			(0.61	)		(0.59	)


Total distributions to shareholders		(0.54	)		(0.11	)		(0.11	)		(0.71	)		(0.71	)


Net asset value - End of year	$	9.71		$	10.40		$	9.91		$	9.81		$	10.75


Net assets - End of year (000’s omitted)	$	93,290		$	112,666		$	127,100		$	137,697		$	139,291


Total return²		(1.58	%)		6.13	%		2.24	%		(2.10	%)		4.58	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.68	%		1.67	%		1.67	%		1.68	%		1.67	%
Net investment income		0.91	%		0.62	%		0.66	%		0.81	%		0.77	%
Series portfolio turnover		80	%		58	%		65	%		51	%		45	%

*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.

Performance Update as of October 31, 2018 - Pro-Blend^® Moderate Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S²		-1.67	%		2.53	%		6.16	%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class I²		-1.49	%		2.78	%		6.44	%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class R^2,3		-1.96	%		2.27	%		5.87	%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class R2^2,3		-2.42	%		1.76	%		5.37	%
Bloomberg Barclays U.S. Aggregate Bond Index⁴		-2.05	%		1.83	%		3.94	%
30/10/60 Blended Index⁵		-0.01	%		4.59	%		7.28	%

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, 2018 to the Bloomberg Barclays U.S. Aggregate Bond Index and the 30/10/60 Blended Index.

LOGO

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.

²The 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, 2018, 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, 2018.

⁴The 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.

⁵The 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 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

Performance Update as of October 31, 2018 - Pro-Blend^® Moderate Term Series

(unaudited)

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.

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

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$989.62	$5.47	1.09%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.71	$5.55	1.09%
Class I
Actual	$1,000.00	$990.57	$4.21	0.84%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.97	$4.28	0.84%
Class R
Actual	$1,000.00	$987.83	$6.71	1.34%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.45	$6.82	1.34%
Class R2
Actual	$1,000.00	$986.24	$9.21	1.84%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.93	$9.35	1.84%

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care	9.0	%
Financials	7.7	%
Information Technology	6.3	%
Consumer Discretionary	5.9	%
Communication Services	5.4	%
Energy	5.2	%
Consumer Staples	5.1	%
Industrials	3.8	%
Real Estate	3.8	%
Materials	2.6	%
Utilities	0.2	%

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


Top Ten Stock Holdings⁵
Novartis AG - ADR (Switzerland)	1.2	%
Booking Holdings, Inc.	1.2	%
Incyte Corp.	1.2	%
Qorvo, Inc.	1.1	%
Mastercard, Inc. - Class A	1.1	%
Medtronic plc	1.1	%
Visa, Inc. - Class A	1.1	%
Microsoft Corp.	1.0	%
Ball Corp.	0.9	%
Anheuser-Busch InBev S.A./N.V. (Belgium)	0.9	%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 37.3%

Communication Services - 3.2%
Diversified Telecommunication Services - 0.6%
Orange S.A. (France)		2,315	$	36,133
Telefonica Brasil S.A. (Brazil)		2,600		30,105
Zayo Group Holdings, Inc.*		102,650		3,067,182


				3,133,420

Entertainment - 0.6%
Electronic Arts, Inc.*		31,090		2,828,568
NetEase, Inc. - ADR (China)		480		99,768
Nexon Co. Ltd. (Japan)*		7,600		86,695
Toho Co. Ltd. -Tokyo (Japan)		1,600		52,201
Vivendi S.A. (France)		1,195		28,821


				3,096,053

Interactive Media & Services - 1.6%
Alphabet, Inc. - Class A*¹		1,810		1,973,950
Alphabet, Inc. - Class C*		3,130		3,370,290
Tencent Holdings Ltd. - Class H (China)		110,246		3,776,947


				9,121,187

Media - 0.4%
Hakuhodo DY Holdings, Inc. (Japan)		3,100		51,704
Quebecor, Inc. - Class B (Canada)		59,090		1,158,953
Shaw Communications, Inc. - Class B (Canada)		59,280		1,103,690


				2,314,347

Wireless Telecommunication Services - 0.0%##
KDDI Corp. (Japan)		4,200		101,639
NTT DOCOMO, Inc. (Japan)		4,100		101,675


Total Communication Services				17,868,321

Consumer Discretionary - 3.7%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)²		99,900		72,147
NGK Spark Plug Co. Ltd. (Japan)		2,700		54,635


				126,782

Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		41,000		79,007
Isuzu Motors Ltd. (Japan)		4,000		52,442
Peugeot S.A. (France)		620		14,738
Renault S.A. (France)		290		21,655
Suzuki Motor Corp. (Japan)		2,300		114,693


				282,535

Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		126,000		54,685
China Yuhua Education Corp. Ltd. (China)²		192,000		77,420
Fu Shou Yuan International Group Ltd. (China)		164,640		126,528
New Oriental Education & Technology Group, Inc. - ADR (China)*		1,935		113,217
TAL Education Group - ADR (China)*		1,550		44,919
Wisdom Education International Holdings Co. Ltd. (China)		122,000		54,903


				471,672

Hotels, Restaurants & Leisure - 0.0%##
Accor S.A. (France)		2,315		105,777
Basic-Fit N.V. (Netherlands)*²		2,535		72,987


				178,764

Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		3,400		53,468
Techtronic Industries Co. Ltd. (Hong Kong)		11,000		51,796


				105,264

Internet & Direct Marketing Retail - 2.1%
Alibaba Group Holding Ltd. - ADR (China)*		23,365		3,324,372
Amazon.com, Inc.*		1,110		1,773,791
Booking Holdings, Inc.*		3,440		6,448,555
Despegar.com Corp. (Argentina)*		1,885		30,292


				11,577,010

Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		2,900		103,167
Yamaha Corp. (Japan)		2,500		109,861


				213,028

Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		6,720		42,676
Lojas Americanas S.A. (Brazil)		4,700		23,503
Lojas Renner S.A. (Brazil)		3,060		30,982
Magazine Luiza S.A. (Brazil)		500		22,627
Next plc (United Kingdom)		760		50,489


				170,277

Specialty Retail - 0.5%
Fast Retailing Co. Ltd. (Japan)		100		50,351

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail (continued)
Industria de Diseno Textil S.A. (Spain)		92,080	$	2,595,233
Nitori Holdings Co. Ltd. (Japan)		400		52,229
USS Co. Ltd. (Japan)		2,900		52,292


				2,750,105

Textiles, Apparel & Luxury Goods - 0.8%
ANTA Sports Products Ltd. (China)		18,180		75,057
Burberry Group plc (United Kingdom)		2,275		52,642
Hermes International (France)		90		51,381
Kering S.A. (France)		100		44,449
lululemon athletica, Inc.*		30,320		4,266,934
LVMH Moet Hennessy Louis Vuitton SE (France)		340		103,157
Moncler S.p.A (Italy)		1,475		51,223


				4,644,843


Total Consumer Discretionary				20,520,280

Consumer Staples - 5.0%
Beverages - 3.0%
Ambev S.A. - ADR (Brazil)		490,236		2,122,722
Ambev S.A. (Brazil)		17,500		76,367
Anheuser-Busch InBev S.A./N.V. (Belgium)		66,280		4,902,132
The Coca-Cola Co.		47,060		2,253,233
Diageo plc (United Kingdom)		137,823		4,764,751
Fomento Economico Mexicano SAB de C.V. (Mexico)		5,600		47,701
PepsiCo, Inc.		19,900		2,236,362
Pernod Ricard S.A. (France)		290		44,221
Treasury Wine Estates Ltd. (Australia)		15,750		169,526


				16,617,015

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		5,600		22,827
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		2,300		83,154
Tsuruha Holdings, Inc. (Japan)		500		52,185
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		35,520		90,823
Wesfarmers Ltd. (Australia)		1,575		52,160


				301,149

Food Products - 1.2%
Barry Callebaut AG (Switzerland)		25		48,864
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		15		103,414
Danone S.A. (France)		3,111		220,299
Grupo Bimbo S.A.B. de C.V. - Series A (Mexico)		19,675		36,787
Kerry Group plc - Class A (Ireland)		1,510		154,525
Kikkoman Corp. (Japan)		1,900		104,096
Mondelez International, Inc. - Class A		80,030		3,359,659
Nestle S.A. (Switzerland)		32,369		2,732,692


				6,760,336

Household Products - 0.0%##
Henkel AG & Co. KGaA (Germany)		515		50,448
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		47,800		68,877
Lion Corp. (Japan)		4,000		75,203


				194,528

Personal Products - 0.7%
Beiersdorf AG (Germany)		2,035		210,413
Kao Corp. (Japan)		800		53,218
Kobayashi Pharmaceutical Co. Ltd. (Japan)		800		52,178
L’Oreal S.A. (France)		480		108,146
Unilever plc - ADR (United Kingdom)		67,285		3,564,759


				3,988,714

Tobacco - 0.0%##
British American Tobacco plc - ADR (United Kingdom)		2,535		110,019
KT&G Corp. (South Korea)		585		52,165
Swedish Match AB (Sweden)		1,035		52,722


				214,906


Total Consumer Staples				28,076,648

Energy - 1.9%
Energy Equipment & Services - 1.6%
Core Laboratories N.V		840		71,602
Diamond Offshore Drilling, Inc.*		83,030		1,177,365
Ensco plc - Class A		218,150		1,557,591
Schlumberger Ltd.		82,978		4,257,601
Transocean Ltd.*		167,270		1,841,643


				8,905,802

Oil, Gas & Consumable Fuels - 0.3%
Cameco Corp. (Canada)		6,054		64,899
Canadian Natural Resources Ltd. (Canada)		3,905		107,143

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
China Petroleum & Chemical Corp. - Class H (China)		134,000	$	109,153
Eni S.p.A. (Italy)		6,165		109,488
Galp Energia SGPS S.A. (Portugal)		12,605		219,178
Repsol S.A. (Spain)		10,515		187,890
Royal Dutch Shell plc - Class B - ADR (Netherlands)		3,440		226,042
SK Innovation Co. Ltd. (South Korea)		490		91,958
Suncor Energy, Inc. (Canada)		3,030		101,641
TOTAL S.A. (France)		3,145		184,533
Vermilion Energy, Inc. (Canada)		4,050		107,399
Woodside Petroleum Ltd. (Australia)		4,570		112,515


				1,621,839


Total Energy				10,527,641

Financials - 2.5%
Banks - 0.3%
Banco Bradesco S.A. (Brazil)		8,100		74,220
Banco Comercial Portugues S.A. (Portugal)*		290,665		78,184
Banco do Brasil S.A. (Brazil)		3,200		36,673
Banco Santander Brasil S.A. (Brazil)		3,200		36,286
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		1,565		63,054
Bankia S.A. (Spain)		34,147		107,257
Bankinter S.A. (Spain)		13,370		109,540
BNP Paribas S.A. (France)		1,490		77,649
CaixaBank S.A. (Spain)		45,020		182,182
Credit Agricole S.A. (France)		1,710		21,901
Erste Group Bank AG (Austria)		1,780		72,459
FinecoBank Banca Fineco S.p.A. (Italy)		15,200		158,864
Itau Unibanco Holding S.A. (Brazil)		5,600		73,944
Itausa - Investimentos Itau S.A. (Brazil)		12,400		37,318
Jyske Bank A/S (Denmark)		2,060		84,112
KBC Group N.V. (Belgium)		1,230		84,766
Societe Generale S.A. (France)		985		36,108
Sydbank A/S (Denmark)		2,385		55,087


				1,389,604

Capital Markets - 1.8%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		5,400		38,728
BlackRock, Inc.		7,790		3,204,962
Cboe Global Markets, Inc.		10,560		1,191,696
The Charles Schwab Corp.		46,070		2,130,277
CME Group, Inc.		5,990		1,097,608
E*TRADE Financial Corp.		21,260		1,050,669
Intercontinental Exchange, Inc.		14,650		1,128,636
Japan Exchange Group, Inc. (Japan)		5,000		89,554
Julius Baer Group Ltd. (Switzerland)		6,080		277,277


				10,209,407

Diversified Financial Services - 0.4%
Berkshire Hathaway, Inc. - Class B* .		10,230		2,100,014

Insurance - 0.0%##
Admiral Group plc (United Kingdom)		2,025		52,055
AXA S.A. (France)		2,615		65,444
BB Seguridade Participacoes S.A. (Brazil)		3,700		26,476


				143,975

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		1,920		71,426


Total Financials				13,914,426

Health Care - 8.3%
Biotechnology - 3.0%
BioMarin Pharmaceutical, Inc.*		37,410		3,448,080
Incyte Corp.*		99,360		6,440,515
Regeneron Pharmaceuticals, Inc.*		8,165		2,769,895
Seattle Genetics, Inc.*		43,755		2,455,968
Vertex Pharmaceuticals, Inc.*		10,620		1,799,665


				16,914,123

Health Care Equipment & Supplies - 1.2%
Coloplast A/S - Class B (Denmark)		1,060		98,912
EssilorLuxottica (France)		745		101,750
Hoya Corp. (Japan)		1,000		56,576
Medtronic plc		65,390		5,873,330
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		59,510		53,306
Smith & Nephew plc (United Kingdom)		3,115		50,634
Sonova Holding AG (Switzerland)		320		52,187
Terumo Corp. (Japan)		2,000		107,964
William Demant Holding A/S (Denmark)*		1,605		52,759


				6,447,418

Health Care Providers & Services - 0.6%
DaVita, Inc.*		52,250		3,518,515

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.*		1,761	$	63,924
QIAGEN N.V.*		2,512		91,182
Tecan Group AG (Switzerland)		175		39,478


				194,584

Pharmaceuticals - 3.5%
Astellas Pharma, Inc. (Japan)		3,400		52,531
Bristol-Myers Squibb Co		40,260		2,034,740
Chugai Pharmaceutical Co. Ltd. (Japan)		1,700		99,530
Johnson & Johnson		33,770		4,727,462
Merck & Co., Inc.		36,000		2,649,960
Merck KGaA (Germany)		22,320		2,388,300
Novartis AG - ADR (Switzerland)		78,095		6,830,189
Novartis AG (Switzerland)		2,300		201,416
Novo Nordisk A/S - Class B (Denmark)		1,200		51,824
Perrigo Co. plc		2,530		177,859
Sanofi (France)		1,340		119,743


				19,333,554


Total Health Care				46,408,194

Industrials - 1.8%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		715		79,017
BAE Systems plc (United Kingdom)		18,220		122,170
MTU Aero Engines AG (Germany)		245		52,021
Safran S.A. (France)		410		52,983
Thales S.A. (France)		115		14,687


				320,878

Air Freight & Logistics - 0.6%
FedEx Corp.		13,630		3,003,234

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		739		61,189

Building Products - 0.0%##
Cie de Saint-Gobain (France)		590		22,226
TOTO Ltd. (Japan)		1,500		53,664


				75,890

Commercial Services & Supplies - 0.0%##
Secom Co. Ltd. (Japan)		600		49,123

Construction & Engineering - 0.0%##
FLSmidth & Co. A/S (Denmark)		371		19,467
Vinci S.A. (France)		2,025		180,223


				199,690

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		715		51,702

Industrial Conglomerates - 0.0%##

Siemens AG (Germany)		1,285		147,706

Machinery - 0.2%
Epiroc AB - Class A (Sweden)*		10,235		89,878
FANUC Corp. (Japan)		499		86,810
Hoshizaki Corp. (Japan)		1,100		88,793
Hyundai Heavy Industries Co. Ltd. (South Korea)*		720		79,202
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		930		77,135
Jungheinrich AG (Germany)		2,230		73,884
KION Group AG (Germany)		1,930		112,781
Kone OYJ - Class B (Finland)		1,040		50,621
Makita Corp. (Japan)		1,300		44,944
Metso OYJ (Finland)		2,969		93,737
MISUMI Group, Inc. (Japan)		2,700		54,110
Samsung Heavy Industries Co. Ltd. (South Korea)*		6,215		38,131
Schindler Holding AG (Switzerland)		500		105,432
WEG S.A. (Brazil)		4,600		22,261
The Weir Group plc (United Kingdom)		10,295		208,335


				1,226,054

Professional Services - 0.4%
Equifax, Inc.		19,590		1,987,210
Experian plc (United Kingdom)		2,180		50,138
Recruit Holdings Co. Ltd. (Japan)		4,300		115,410
Teleperformance (France)		295		48,584
Wolters Kluwer N.V. (Netherlands)		880		49,926


				2,251,268

Road & Rail - 0.4%
Canadian National Railway Co. (Canada)		625		53,430
Genesee & Wyoming, Inc. - Class A*		27,350		2,166,941


				2,220,371

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		3,025		74,678
Brenntag AG (Germany)		1,108		57,865
Kanamoto Co. Ltd. (Japan)		2,300		76,856


				209,399

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		8,200	$	42,947
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		495		41,026


				83,973


Total Industrials				9,900,477

Information Technology - 6.2%
Electronic Equipment, Instruments & Components - 0.1%
Halma plc (United Kingdom)		4,850		82,306
Hexagon A.B. - Class B (Sweden)		2,285		111,836
Keyence Corp. (Japan)		506		247,191
Yokogawa Electric Corp. (Japan)		2,700		53,012


				494,345

IT Services - 3.2%
Amadeus IT Group S.A. (Spain)		635		51,133
Amdocs Ltd.		3,605		228,088
Capgemini SE (France)		180		21,979
InterXion Holding N.V. (Netherlands)*		39,935		2,350,973
LiveRamp Holdings, Inc.*		68,130		3,112,178
Mastercard, Inc. - Class A		29,830		5,896,496
Nomura Research Institute Ltd. (Japan)		2,500		110,834
Obic Co. Ltd. (Japan)		1,300		118,352
Otsuka Corp. (Japan)		1,600		53,070
Visa, Inc. - Class A¹		42,580		5,869,653


				17,812,756

Semiconductors & Semiconductor Equipment - 1.5%
Qorvo, Inc.*		83,770		6,157,933
Skyworks Solutions, Inc.		23,440		2,033,654


				8,191,587

Software - 1.4%
Check Point Software Technologies Ltd. (Israel)*		945		104,895
Dassault Systemes S.E. (France)		180		22,533
Microsoft Corp.		52,630		5,621,410
Oracle Corp. (Japan)		800		54,151
SAP SE (Germany)		480		51,395
ServiceNow, Inc.*		12,265		2,220,456
Trend Micro, Inc. (Japan)		1,900		109,375


				8,184,215

Total Information Technology				34,682,903

Materials - 1.6%
Chemicals - 0.1%
Air Liquide S.A. (France)		530		64,069
Akzo Nobel N.V. (Netherlands)		2,210		185,562
Asahi Kasei Corp. (Japan)		4,400		52,793
Croda International plc (United Kingdom)		1,795		110,564
FUCHS PETROLUB S.E. (Germany)		604		27,959
Givaudan S.A. (Switzerland)		20		48,478
Mexichem S.A.B. de C.V. (Mexico)		34,110		89,216
Nissan Chemical Corp. (Japan)		1,100		51,866
Novozymes A/S - Class B (Denmark)		1,065		52,595
Solvay S.A. (Belgium)		1,490		169,721


				852,823

Containers & Packaging - 1.4%
Ball Corp.		113,660		5,091,968
DS Smith plc (United Kingdom)		22,544		113,117
Sealed Air Corp.		82,760		2,678,114


				7,883,199

Metals & Mining - 0.1%
Antofagasta plc (Chile)		18,705		187,238
First Quantum Minerals Ltd. (Zambia)		11,590		115,684
Lundin Mining Corp. (Chile)		25,815		106,088
Southern Copper Corp. (Peru)		2,985		114,445


				523,455


Total Materials				9,259,477

Real Estate - 3.1%
Equity Real Estate Investment Trusts (REITS) - 3.1%
Acadia Realty Trust		1,815		50,530
Agree Realty Corp.		1,080		61,852
Alexandria Real Estate Equities, Inc.		435		53,170
American Campus Communities, Inc.		1,350		53,339
American Homes 4 Rent - Class A		9,760		205,643
American Tower Corp.		15,015		2,339,487
Americold Realty Trust		1,995		49,376
Apartment Investment & Management Co. - Class A		3,925		168,932
Apple Hospitality REIT, Inc.		5,410		87,480
AvalonBay Communities, Inc.		2,430		426,173
Boston Properties, Inc.		2,490		300,692
Brandywine Realty Trust		13,435		188,896
CatchMark Timber Trust, Inc. - Class A		3,812		33,736

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Chesapeake Lodging Trust		2,480	$	72,887
Colony Capital, Inc.		11,258		66,084
Community Healthcare Trust, Inc.		3,225		95,847
CoreCivic, Inc.		6,080		136,557
Cousins Properties, Inc.		23,395		194,412
Crown Castle International Corp.		1,365		148,430
CubeSmart		1,435		41,586
Digital Realty Trust, Inc.		2,770		286,030
EastGroup Properties, Inc.		470		45,021
Equinix, Inc.		8,490		3,215,503
Equity LifeStyle Properties, Inc.		1,115		105,579
Equity Residential		4,935		320,578
Essex Property Trust, Inc.		825		206,894
Extra Space Storage, Inc.		1,175		105,821
Federal Realty Investment Trust		410		50,861
First Industrial Realty Trust, Inc.		2,665		81,816
Getty Realty Corp.		3,355		90,015
HCP, Inc.		5,725		157,724
Healthcare Realty Trust, Inc.		3,945		109,908
Healthcare Trust of America, Inc. - Class A		4,130		108,454
Hibernia REIT plc (Ireland)		53,665		84,489
Host Hotels & Resorts, Inc.		9,960		190,336
Independence Realty Trust, Inc.		9,330		92,460
Invitation Homes, Inc.		8,459		185,083
Jernigan Capital, Inc.		5,215		102,058
Kimco Realty Corp.		4,665		75,060
Lamar Advertising Co. - Class A		925		67,821
Lexington Realty Trust		9,435		73,310
Liberty Property Trust		4,410		184,647
The Macerich Co.		720		37,166
Mid-America Apartment Communities, Inc.		1,690		165,130
National Retail Properties, Inc.		2,025		94,669
National Storage Affiliates Trust		1,560		41,543
Outfront Media, Inc.		2,852		50,537
Physicians Realty Trust		14,020		232,452
Plymouth Industrial REIT, Inc.		3,690		51,660
Prologis, Inc.		6,490		418,410
Public Storage		1,365		280,467
Realty Income Corp.		865		52,134
SBA Communications Corp.*		14,390		2,333,626
Simon Property Group, Inc.		3,070		563,406
STAG Industrial, Inc.		4,355		115,233
STORE Capital Corp.		1,755		50,948
Sun Communities, Inc.		2,170		218,020
Sunstone Hotel Investors, Inc.		7,650		110,696
Tier REIT, Inc.		7,790		168,809
UDR, Inc.		5,255		205,943
UMH Properties, Inc.		3,995		57,248
Unibail-Rodamco-Westfield (France) .		1,100		199,054
Urban Edge Properties		8,410		172,321
Ventas, Inc.		1,715		99,539
VEREIT, Inc.		19,070		139,783
Vornado Realty Trust		2,740		186,539
Weingarten Realty Investors		4,515		126,962
Welltower, Inc.		2,040		134,783


				17,021,655

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		400		52,735
StorageVault Canada, Inc. (Canada)		14,240		27,908


				80,643


Total Real Estate				17,102,298

Utilities - 0.0%##
Independent Power and Renewable Electricity Producers - 0.0%##
China Longyuan Power Group Corp. Ltd. - Class H (China)		24,000		18,264
Engie Brasil Energia S.A. (Brazil)		2,100		22,459
Huaneng Renewables Corp. Ltd. - Class H (China)		275,364		70,872


				111,595

Multi-Utilities - 0.0%##
Engie S.A. (France)		2,235		29,697

Water Utilities - 0.0%##
Guangdong Investment Ltd. (China)		58,000		103,836


Total Utilities				245,128


TOTAL COMMON STOCKS (Identified Cost $194,841,741)				208,505,793

CORPORATE BONDS - 17.5%
Non-Convertible Corporate Bonds - 17.5%
Communication Services - 2.2%
Diversified Telecommunication Services - 1.4%
AT&T, Inc., 4.25%, 3/1/2027		3,030,000	$	2,938,382
Verizon Communications, Inc., 5.50%, 3/16/2047		4,440,000		4,626,361


				7,564,743

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Media - 0.7%
Altice US Finance I Corp.², 5.50%, 5/15/2026		200,000	$	194,812
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.50%, 5/1/2026		175,000		170,625
Discovery Communications LLC, 5.20%, 9/20/2047		3,280,000		3,033,630
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)², 5.50%, 3/1/2028		400,000		371,003
UPCB Finance IV Ltd. (Netherlands)², 5.375%, 1/15/2025		285,000		277,305


				4,047,375

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		310,000		294,500
Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022		120,000		117,542
Sprint Communications, Inc.², 9.00%, 11/15/2018		73,000		73,146
Sprint Communications, Inc.², 7.00%, 3/1/2020		73,000		75,646


				560,834


Total Communication Services				12,172,952

Consumer Discretionary - 2.2%
Techniplas LLC², 10.00%, 5/1/2020		205,000		192,700

Automobiles - 0.5%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		2,910,000		2,905,792

Household Durables - 0.3%
Century Communities, Inc., 5.875%, 7/15/2025		347,000		314,035
LGI Homes, Inc.², 6.875%, 7/15/2026		240,000		228,000
Meritage Homes Corp., 5.125%, 6/6/2027		130,000		114,400
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		215,000		215,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		180,000		168,075
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		155,000		148,800
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		256,000		241,920


				1,430,230

Internet & Direct Marketing Retail - 0.9%
Booking Holdings, Inc., 3.60%, 6/1/2026		4,890,000		4,670,144

Multiline Retail - 0.5%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		1,400,000		1,478,419
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		1,415,000		1,484,316


				2,962,735


Total Consumer Discretionary				12,161,601

Consumer Staples - 0.1%
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC², 5.375%, 7/15/2022		125,000		120,625

Household Products - 0.1%
First Quality Finance Co., Inc.², 5.00%, 7/1/2025		165,000		151,800


Total Consumer Staples				272,425

Energy - 3.3%
Energy Equipment & Services - 0.1%
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.25%, 2/15/2025		165,000		165,412
TerraForm Power Operating, LLC², 5.00%, 1/31/2028		120,000		107,250


				272,662

Oil, Gas & Consumable Fuels - 3.2%
American Midstream Partners LP - American Midstream Finance Corp.², 9.50%, 12/15/2021		175,000		171,500
Boardwalk Pipelines LP, 5.95%, 6/1/2026		4,420,000		4,618,512
DCP Midstream Operating LP², 5.35%, 3/15/2020		105,000		106,181
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		286,000		285,285
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		272,000		281,520
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		130,000		117,650
Jonah Energy LLC - Jonah Energy Finance Corp.², 7.25%, 10/15/2025		346,000		275,070
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		3,980,000		4,558,690
Rockies Express Pipeline, LLC², 5.625%, 4/15/2020		135,000		137,930
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		4,400,000		4,671,143
SemGroup Corp., 6.375%, 3/15/2025		120,000		116,100
Seven Generations Energy Ltd. (Canada)², 5.375%, 9/30/2025		173,000		161,322
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		204,000		198,390
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024		120,000		120,750

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
W&T Offshore, Inc.², 9.75%, 11/1/2023		170,000	$	164,509
The Williams Companies, Inc., 3.75%, 6/15/2027		2,290,000		2,132,307


				18,116,859


Total Energy				18,389,521

Financials - 5.2%
Banks - 3.0%
Bank of America Corp., 4.00%, 1/22/2025		4,810,000		4,684,162
Citigroup, Inc., 8.125%, 7/15/2039		3,280,000		4,579,686
JPMorgan Chase & Co., 6.30%, 4/23/2019		4,600,000		4,674,496
Popular, Inc., 6.125%, 9/14/2023		180,000		182,124
Santander Holdings USA, Inc., 4.50%, 7/17/2025		2,920,000		2,855,309


				16,975,777

Capital Markets - 0.9%
LPL Holdings, Inc.², 5.75%, 9/15/2025		230,000		223,388
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		4,680,000		4,729,374


				4,952,762

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		160,000		159,800
Navient Corp., 7.25%, 9/25/2023		135,000		139,725
SLM Corp., 5.125%, 4/5/2022		220,000		218,900


				518,425

Diversified Financial Services - 0.6%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		2,980,000		2,909,943
FS Energy & Power Fund², 7.50%, 8/15/2023		230,000		233,220
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.², 6.375%, 12/15/2022		235,000		238,231


				3,381,394

Insurance - 0.6%
Prudential Financial, Inc.⁶, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		2,990,000		3,111,095

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021		150,000		151,125


Total Financials				29,090,578

Health Care - 0.7%
Health Care Providers & Services - 0.6%
DaVita, Inc., 5.00%, 5/1/2025		201,000		189,945
Fresenius Medical Care US Finance II, Inc. (Germany)², 5.625%, 7/31/2019		2,882,000		2,926,964
HCA, Inc., 5.375%, 9/1/2026		165,000		163,762
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.², 6.625%, 5/15/2022		170,000		163,370


				3,444,041

Pharmaceuticals - 0.1%
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.², 8.75%, 11/1/2024		330,000		345,675


Total Health Care				3,789,716

Industrials - 2.0%
Airlines - 0.0%##
Allegiant Travel Co., 5.50%, 7/15/2019		182,000		182,910
American Airlines Group, Inc.², 5.50%, 10/1/2019		140,000		141,533


				324,443

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		105,000		106,050
Covanta Holding Corp., 6.00%, 1/1/2027		155,000		149,575
W/S Packaging Holdings, Inc.², 9.00%, 4/15/2023		235,000		239,700


				495,325

Construction & Engineering - 0.0%##
Tutor Perini Corp.², 6.875%, 5/1/2025		286,000		286,358

Industrial Conglomerates - 0.4%
General Electric Co.^6,7, (3 mo. LIBOR US + 3.330%), 5.00%		2,260,000		2,093,325

Machinery - 0.6%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		3,180,000		3,177,138

Marine - 0.1%
Borealis Finance, LLC², 7.50%, 11/16/2022		400,000		392,000
Global Ship Lease, Inc. (United Kingdom)², 9.875%, 11/15/2022		350,000		333,375


				725,375

Trading Companies & Distributors - 0.7%
Aircastle Ltd., 6.25%, 12/1/2019		100,000		102,770
Fortress Transportation & Infrastructure Investors, LLC², 6.50%, 10/1/2025		160,000		157,200
International Lease Finance Corp., 6.25%, 5/15/2019		3,279,000		3,331,297

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
Park Aerospace Holdings Ltd. (Ireland)², 4.50%, 3/15/2023		248,000	$	235,942


				3,827,209

Transportation Infrastructure - 0.1%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500
MPC Container Ships Invest B.V. (Norway)^4,8, (3 mo. LIBOR US + 4.750%), 7.116%, 9/22/2022		200,000		203,316


				408,816


Total Industrials				11,337,989

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		277,000		260,380

Materials - 0.9%
LSB Industries, Inc.², 9.625%, 5/1/2023		210,000		217,875

Containers & Packaging - 0.0%##
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)², 6.00%, 2/15/2025		200,000		187,500

Metals & Mining - 0.9%
Corp Nacional del Cobre de Chile (Chile)², 5.625%, 9/21/2035		2,110,000		2,236,326
Mountain Province Diamonds, Inc. (Canada)², 8.00%, 12/15/2022		295,000		299,425
Northwest Acquisitions ULC - Dominion Finco, Inc.², 7.125%, 11/1/2022		295,000		297,021
Southern Copper Corp. (Peru), 5.375%, 4/16/2020		2,000,000		2,054,316


				4,887,088


Total Materials.				5,292,463

Real Estate - 0.7%
Equity Real Estate Investment Trusts (REITS) - 0.7%
American Homes 4 Rent LP, 4.25%, 2/15/2028		3,270,000		3,090,919
Greystar Real Estate Partners, LLC², 5.75%, 12/1/2025		190,000		184,300
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		589,000		575,876
iStar, Inc., 5.25%, 9/15/2022		229,000		221,558


Total Real Estate				4,072,653

Utilities - 0.2%
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		190,000		172,900

Independent Power and Renewable Electricity Producers - 0.2%
Atlantica Yield plc (Spain)², 7.00%, 11/15/2019.		445,000		458,350
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		125,000		116,250
Drax Finco plc (United Kingdom)², 6.625%, 11/1/2025		250,000		249,375


Total Utilities				996,875

TOTAL CORPORATE BONDS
(Identified Cost $100,934,936)				97,837,153


	PRINCIPAL AMOUNT³/ SHARES		VALUE (NOTE 2)

MUTUAL FUNDS - 0.1%
iShares MSCI Thailand ETF		3,375		292,612
iShares U.S. Real Estate ETF		1,945		151,924

TOTAL MUTUAL FUNDS
(Identified Cost $452,826)				444,536

U.S. TREASURY SECURITIES - 23.0%
U.S. Treasury Bonds - 6.0%
U.S. Treasury Bond, 6.25%, 5/15/2030		4,011,000		5,192,834
U.S. Treasury Bond, 4.75%, 2/15/2037		7,244,000		8,721,663
U.S. Treasury Bond, 2.50%, 2/15/2045		9,498,000		8,005,404
U.S. Treasury Bond, 3.00%, 5/15/2047		9,245,000		8,562,820
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		3,355,786		2,980,751

Total U.S. Treasury Bonds
(Identified Cost $36,358,168)				33,463,472

U.S. Treasury Notes - 17.0%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		25,429,758		24,996,326
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		3,222,521		3,102,502
U.S. Treasury Note, 1.625%, 4/30/2019		12,180,000		12,128,140
U.S. Treasury Note, 1.25%, 7/31/2023		11,373,000		10,503,143
U.S. Treasury Note, 2.125%, 5/15/2025		12,390,000		11,696,934
U.S. Treasury Note, 1.625%, 5/15/2026		11,387,000		10,264,313
U.S. Treasury Note, 2.375%, 5/15/2027		11,628,000		10,975,288
U.S. Treasury Note, 2.75%, 2/15/2028		11,885,000		11,501,523

Total U.S. Treasury Notes
(Identified Cost $96,667,833)				95,168,169

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $133,026,001)				128,631,641

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

Investment Portfolio - October 31, 2018


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

ASSET-BACKED SECURITIES - 3.8%

BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		1,246,170	$	1,236,078
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A², 2.00%, 12/10/2023		107,512		107,277
Cazenovia Creek Funding II LLC, Series 2018-1A, Class A², 3.561%, 7/15/2030		1,519,168		1,512,418
Chesapeake Funding II LLC, Series 2017-2A, Class A1², 1.99%, 5/15/2029		3,166,734		3,134,478
Chesapeake Funding II LLC, Series 2017-4A, Class A1², 2.12%, 11/15/2029		1,319,813		1,302,235
Colony American Homes, Series 2015-1A, Class A^2,4, (1 mo. LIBOR US + 1.200%), 3.487%, 7/17/2032		996,743		996,744
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A², 2.56%, 10/15/2025		1,320,000		1,313,058
Enterprise Fleet Financing LLC, Series 2017-1, Class A2², 2.13%, 7/20/2022		480,698		477,962
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A3², 1.97%, 7/15/2020		3,400,000		3,378,316
Invitation Homes Trust, Series 2017-SFR2, Class A^2,4, (1 mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		536,018		536,520
Invitation Homes Trust, Series 2017-SFR2, Class B^2,4, (1 mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		400,000		402,634
SoFi Consumer Loan Program LLC, Series 2017-5, Class A1², 2.14%, 9/25/2026		679,529		676,343
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A², 1.55%, 3/26/2040		345,124		342,383
SoFi Professional Loan Program LLC, Series 2017-F, Class A1FX², 2.05%, 1/25/2041		333,464		330,004
SoFi Professional Loan Program LLC, Series 2017-F, Class A2FX², 2.84%, 1/25/2041		300,000		290,868
SoFi Professional Loan Program LLC, Series 2018-A, Class A2A², 2.39%, 2/25/2042		754,266		746,413
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX², 3.08%, 1/25/2048		1,925,431		1,919,779
Tax Ease Funding LLC, Series 2016-1A, Class A², 3.131%, 6/15/2028		352,655		351,437
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/1/2033		1,184,906		1,140,987
Tricon American Homes Trust, Series 2017-SFR2, Class A², 2.928%, 1/1/2036		1,248,668		1,191,651

TOTAL ASSET-BACKED SECURITIES (Identified Cost $21,595,921)				21,387,585


COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.7%

Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/11/2029		112,024		112,530
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/1/2035		2,809,000		2,680,152
Caesars Palace Las Vegas Trust, Series 2017-VICI, Class A², 3.531%, 10/1/2034		1,850,000		1,845,902
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,9, 2.50%, 5/1/2043		1,045,698		964,136
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^2,9, 2.13%, 2/1/2043		713,233		646,441
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047		1,278,405		1,261,465
FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/1/2026		161,141		160,281
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)⁹, 1.444%, 8/1/2020		12,963,421		233,606
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)⁹, 1.149%, 4/1/2021		7,883,589		192,588
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)⁹, 1.501%, 10/1/2021		5,355,629		197,094
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)⁹, 1.452%, 12/1/2021		8,011,670		267,188

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MODERATE TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)⁹, 1.578%, 6/1/2022		9,874,549	$	426,757
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)⁹, 0.199%, 4/1/2023		51,279,581		396,166
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)⁹, 0.105%, 5/1/2023		38,613,856		182,153
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044		1,660,510		1,683,640
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044		1,662,254		1,710,367
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)², 0.10%, 6/1/2046		127,037,954		432,691
FREMF Mortgage Trust, Series 2013-K712, Class B^2,9, 3.358%, 5/1/2045		742,000		740,782
FREMF Mortgage Trust, Series 2013-K713, Class B^2,9, 3.263%, 4/1/2046		1,350,000		1,344,376
FREMF Mortgage Trust, Series 2014-K37, Class B^2,9, 4.714%, 1/1/2047		1,657,000		1,704,381
FREMF Mortgage Trust, Series 2014-K503, Class B^2,9, 3.139%, 10/1/2047		1,325,000		1,320,548
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,9, 3.495%, 12/1/2034		1,928,000		1,922,031
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^2,9, 3.495%, 12/1/2034		1,000,000		992,582
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056		1,523,547		1,395,746
GS Mortgage Securities Trust, Series 2010-C2, Class A1², 3.849%, 12/1/2043		67,029		67,446
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,9, 3.00%, 3/1/2043		593,081		561,961
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,9, 3.50%, 5/1/2043		584,967		564,510
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,9, 3.00%, 6/1/2029		770,618		754,875
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^2,9, 3.50%, 8/1/2047		1,522,929		1,491,934
JP Morgan Mortgage Trust, Series 2017-6, Class A5^2,9, 3.50%, 12/1/2048		1,526,714		1,494,688
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,9, 3.75%, 11/1/2054		622,796		619,559
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,9, 3.75%, 8/1/2055		793,885		788,975
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,9, 3.75%, 11/1/2056		829,158		822,922
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/1/2045		115,000		116,876
Sequoia Mortgage Trust, Series 2013-2, Class A⁹, 1.874%, 2/1/2043		653,416		569,314
Sequoia Mortgage Trust, Series 2013-7, Class A2⁹, 3.00%, 6/1/2043		706,301		661,302
Sequoia Mortgage Trust, Series 2013-8, Class A1⁹, 3.00%, 6/1/2043		820,148		768,470
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,4, (1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027		1,616,970		1,617,190
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,9, 2.50%, 10/1/2056		1,459,966		1,417,401
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/10/2028		350,000		354,977
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/1/2043		545,000		553,351
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,9, 3.50%, 1/1/2045		832,073		810,138
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,9, 3.50%, 3/1/2045		701,714		699,881


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $38,032,112)				37,549,373

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MODERATE TERM SERIES		PRINCIPAL AMOUNT³		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS - 2.4%

Canada Housing Trust No. 1 (Canada)², 4.10%, 12/15/2018	CAD		338,000	$	257,396
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		433,000		332,720
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			6,700,000		6,589,718
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			400,000		394,206
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		8,562,000		417,540
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,460,000		161,897
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,621,000		258,342
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,081,000		48,508
Province of Ontario (Canada), 1.25%, 6/17/2019			1,297,000		1,284,678
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		739,000		535,107
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			3,200,000		3,155,878


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $14,383,093)					13,435,990


U.S. GOVERNMENT AGENCIES - 8.2%

Mortgage-Backed Securities - 8.2%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			161,500		164,258
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			9,466		9,590
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			22,966		23,543
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			132,329		134,698
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			27,706		28,396
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			196,101		199,462
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			21,823		22,609
Fannie Mae, Pool #MA3463, 4.00%, 9/1/2033			2,761,996		2,814,751
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			660,580		679,766
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			525,052		540,315
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			497,362		533,248
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			409,513		446,120
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			944,908		1,031,506
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			140,711		153,514
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			47,233		51,639
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039			819,425		848,567
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040			598,263		650,940
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040			698,650		762,173
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041			963,259		970,565
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041			685,709		690,920
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041			1,501,549		1,552,923
Fannie Mae, Pool #AL7068, 4.50%, 9/1/2042			1,679,713		1,739,439
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043			823,224		829,453
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044			2,250,173		2,199,821
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044			915,917		938,744
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045			726,692		728,924
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046			2,187,357		2,138,400
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046			1,273,258		1,244,365
Fannie Mae, Pool #BD1381, 3.50%, 6/1/2046			811,031		792,039
Fannie Mae, Pool #MA2670, 3.00%, 7/1/2046			2,170,573		2,055,865
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046			1,683,160		1,594,121
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047			548,115		565,346
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048			2,377,057		2,483,553
Fannie Mae, Pool #CA2056, 4.50%, 7/1/2048			2,178,272		2,233,071
Fannie Mae, Pool #BK9598, 4.50%, 8/1/2048			648,212		664,313
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048			1,276,514		1,333,639

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MODERATE TERM SERIES	PRINCIPAL AMOUNT³/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #CA2373, 5.00%, 9/1/2048		2,075,991	$	2,168,787
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049		1,802,781		1,919,604
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		27,735		27,958
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		30,523		31,234
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		21,421		22,017
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		16,615		17,120
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		29,396		30,289
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		13,788		14,165
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		718,573		739,992
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		1,405		1,510
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		214,500		235,635
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		215,592		237,020
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		214,860		230,593
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		271,189		290,258
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		127,288		137,408
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		170,030		187,020
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,699,257		1,760,742
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		837,621		839,271
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		1,739,370		1,741,843
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		1,371,120		1,339,040
Ginnie Mae, Pool #263096, 9.50%, 3/1/2020		271		271

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $47,063,255)				45,822,373


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 0.3%

Dreyfus Government Cash Management, Institutional Shares¹⁰, 2.05%,
(Identified Cost $1,884,118)		1,884,118		1,884,118

TOTAL INVESTMENTS IN SECURITIES - 99.3%
(Identified Cost $552,214,003)				555,498,562

TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $157,054)				(229,503	)

TOTAL INVESTMENTS - 99.3%				555,269,059
OTHER ASSETS, LESS LIABILITIES - 0.7%				4,176,483


NET ASSETS - 100%			$	559,445,542

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

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

Investment Portfolio - October 31, 2018


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE		NOTIONAL AMOUNT³ (000)		VALUE
Call
Booking Holdings, Inc.		5		11/09/18	$	1,960.00		937	$	(20,000	)
Qorvo, Inc.		135		11/16/18		77.50		992		(29,025	)
Alphabet, Inc. - Class C		13		11/23/18		1,110.00		1,400		(28,600	)


										(77,625	)


Put
lululemon athletica, Inc.		73		11/09/18		149.00		1,027		(59,495	)
Mastercard, Inc. - Class A		72		11/09/18		197.50		1,423		(28,080	)
Medtronic plc		157		11/16/18		90.00		1,410		(22,765	)
Microsoft Corp.		138		11/16/18		100.00		1,474		(12,558	)
Qorvo, Inc.		207		11/16/18		67.50		1,522		(28,980	)


										(151,878	)


TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(229,503	)

*Non-income producing security.

## Less than 0.1%.

¹A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $6,808,349.

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 $62,392,231, or 11.2% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

³Amount is stated in USD unless otherwise noted.

⁴Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁷Security is perpetual in nature and has no stated maturity date.

¹⁰Rate shown is the current yield as of October 31, 2018.

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.

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

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $552,214,003) (Note 2)	$	555,498,562
Foreign currency, at value (identified cost $18,078)		18,048
Receivable for securities sold		7,797,579
Interest receivable		2,589,768
Foreign tax reclaims receivable		344,760
Receivable for fund shares sold		213,340
Dividends receivable		99,876
Prepaid expenses		21,071


TOTAL ASSETS		566,583,004


LIABILITIES:

Accrued management fees (Note 3)		364,532
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		92,759
Accrued shareholder services fees (Class S) (Note 3)		69,079
Accrued fund accounting and administration fees (Note 3)		42,568
Accrued Chief Compliance Officer service fees (Note 3)		401
Options written, at value (premiums received $157,054) (Note 2)		229,503
Payable for securities purchased		5,830,568
Payable for fund shares repurchased		390,884
Other payables and accrued expenses		117,168


TOTAL LIABILITIES		7,137,462


TOTAL NET ASSETS	$	559,445,542


NET ASSETS CONSIST OF:

Capital stock	$	488,354
Additional paid-in-capital		531,065,524
Total distributable earnings		27,891,664


TOTAL NET ASSETS	$	559,445,542

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

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

October 31, 2018


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($318,690,659/ 24,276,658 shares)	$	13.13

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($125,647,247/ 12,925,885 shares)	$	9.72

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($16,537,125/ 1,612,955 shares)	$	10.25

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($98,570,511/ 10,019,927 shares)	$	9.84

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

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

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	11,799,225
Dividends (net of foreign taxes withheld, $206,425)		2,891,053


Total Investment Income		14,690,278


EXPENSES:

Management fees (Note 3)		4,705,957
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,084,034
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		98,669
Shareholder services fees (Class S) (Note 3)		919,490
Fund accounting and administration fees (Note 3)		154,566
Directors’ fees (Note 3)		49,169
Chief Compliance Officer service fees (Note 3)		4,385
Custodian fees		56,245
Miscellaneous		333,321


Total Expenses		7,405,836


NET INVESTMENT INCOME		7,284,442


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

Net realized gain (loss) on-
Investments in securities		20,575,418
Options written		890,117
Foreign currency and translation of other assets and liabilities		2,891


		21,468,426


Net change in unrealized appreciation (depreciation) on-
Investments in securities		(37,503,611	)
Options written		(112,453	)
Foreign currency and translation of other assets and liabilities		2,517


		(37,613,547	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(16,145,121	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,860,679	)

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

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


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	7,284,442		$	8,370,337
Net realized gain (loss) on investments and foreign currency		21,468,426			51,009,452
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		(37,613,547	)		4,788,535


Net increase (decrease) from operations		(8,860,679	)		71,394,470


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(24,129,787	)		(11,168,254	)
Class I		(10,762,805	)		(9,568,863	)
Class R		(1,531,067	)		(731,216	)
Class R2		(7,862,881	)		(2,833,511	)


Total distributions to shareholders		(44,286,540	)		(24,301,844	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(93,924,864	)		(309,336,437	)


Net decrease in net assets		(147,072,083	)		(262,243,811	)

NET ASSETS:

Beginning of year		706,517,625			968,761,436


End of year	$	559,445,542		$	706,517,625

* For the year ended October 31, 2017, the distributions to shareholders from net investment income and net realized gain were $3,749,931 and $7,418,323 (Class S), $3,924,939 and $5,643,924 (Class I), $214,584 and $516,632 (Class R) and $398,551 and $2,434,960 (Class R2), respectively.

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

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.17		$	13.37		$	13.15		$	14.53		$	14.52

Income (loss) from investment operations:
Net investment income¹		0.17			0.13			0.13			0.15			0.16
Net realized and unrealized gain (loss) on investments		(0.38	)		0.97			0.23			(0.44	)		0.59


Total from investment operations		(0.21	)		1.10			0.36			(0.29	)		0.75


Less distributions to shareholders:
From net investment income		(0.12	)		(0.10	)		(0.10	)		(0.12	)		(0.12	)
From net realized gain on investments		(0.71	)		(0.20	)		(0.04	)		(0.97	)		(0.62	)


Total distributions to shareholders		(0.83	)		(0.30	)		(0.14	)		(1.09	)		(0.74	)


Net asset value - End of year	$	13.13		$	14.17		$	13.37		$	13.15		$	14.53


Net assets - End of year (000’s omitted)	$	318,691		$	426,426		$	511,577		$	683,089		$	788,276


Total return²		(1.67	%)		8.46	%		2.77	%		(1.99	%)		5.47	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.10	%		1.08	%		1.07	%		1.06	%		1.06	%
Net investment income		1.24	%		0.98	%		0.97	%		1.08	%		1.12	%
Series portfolio turnover		74	%		68	%		67	%		56	%		53	%

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.

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.72		$	10.20		$	10.07		$	11.40		$	11.56

Income (loss) from investment operations:
Net investment income¹		0.15			0.13			0.12			0.14			0.16
Net realized and unrealized gain (loss) on investments		(0.29	)		0.73			0.18			(0.35	)		0.46


Total from investment operations		(0.14	)		0.86			0.30			(0.21	)		0.62


Less distributions to shareholders:
From net investment income		(0.15	)		(0.14	)		(0.13	)		(0.15	)		(0.16	)
From net realized gain on investments		(0.71	)		(0.20	)		(0.04	)		(0.97	)		(0.62	)


Total distributions to shareholders		(0.86	)		(0.34	)		(0.17	)		(1.12	)		(0.78	)


Net asset value - End of year	$	9.72		$	10.72		$	10.20		$	10.07		$	11.40


Net assets - End of year (000’s omitted)	$	125,647		$	140,706		$	299,009		$	740,524		$	719,847


Total return²		(1.49	%)		8.72	%		3.08	%		(1.76	%)		5.73	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.85	%		0.83	%		0.82	%		0.81	%		0.81	%
Net investment income		1.50	%		1.24	%		1.24	%		1.33	%		1.37	%
Series portfolio turnover		74	%		68	%		67	%		56	%		53	%

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.

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.25		$	10.68		$	10.53		$	11.87		$	12.00

Income (loss) from investment operations:
Net investment income¹		0.11			0.08			0.07			0.09			0.10
Net realized and unrealized gain (loss) on investments		(0.31	)		0.77			0.20			(0.36	)		0.49


Total from investment operations		(0.20	)		0.85			0.27			(0.27	)		0.59


Less distributions to shareholders:
From net investment income		(0.09	)		(0.08	)		(0.08	)		(0.10	)		(0.10	)
From net realized gain on investments		(0.71	)		(0.20	)		(0.04	)		(0.97	)		(0.62	)


Total distributions to shareholders		(0.80	)		(0.28	)		(0.12	)		(1.07	)		(0.72	)


Net asset value - End of year	$	10.25		$	11.25		$	10.68		$	10.53		$	11.87


Net assets - End of year (000’s omitted)	$	16,537		$	22,662		$	29,499		$	39,917		$	47,180


Total return²		(1.96	%)		8.21	%		2.55	%		(2.30	%)		5.24	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.35	%		1.33	%		1.32	%		1.31	%		1.31	%
Net investment income		1.00	%		0.73	%		0.72	%		0.83	%		0.87	%
Series portfolio turnover		74	%		68	%		67	%		56	%		53	%

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.

Financial Highlights - Pro-Blend^® Moderate Term Series - Class R2*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.83		$	10.29		$	10.16		$	11.49		$	11.65

Income (loss) from investment operations:
Net investment income¹		0.05			0.02			0.02			0.03			0.04
Net realized and unrealized gain (loss) on investments		(0.29	)		0.75			0.18			(0.35	)		0.47


Total from investment operations		(0.24	)		0.77			0.20			(0.32	)		0.51


Less distributions to shareholders:
From net investment income		(0.04	)		(0.03	)		(0.03	)		(0.04	)		(0.05	)
From net realized gain on investments		(0.71	)		(0.20	)		(0.04	)		(0.97	)		(0.62	)


Total distributions to shareholders		(0.75	)		(0.23	)		(0.07	)		(1.01	)		(0.67	)


Net asset value - End of year	$	9.84		$	10.83		$	10.29		$	10.16		$	11.49


Net assets - End of year (000’s omitted)	$	98,571		$	116,724		$	128,677		$	148,143		$	150,654


Total return²		(2.42	%)		7.71	%		1.98	%		(2.77	%)		4.69	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.85	%		1.83	%		1.82	%		1.81	%		1.81	%
Net investment income		0.50	%		0.23	%		0.22	%		0.33	%		0.37	%
Series portfolio turnover		74	%		68	%		67	%		56	%		53	%

*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.

Performance Update as of October 31, 2018 - Pro-Blend^® Extended Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S²		-1.47	%		3.47	%		7.56	%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class I²		-1.15	%		3.74	%		7.84	%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class R^2,3		-1.65	%		3.21	%		7.28	%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class R2^2,3		-2.13	%		2.69	%		6.77	%
Bloomberg Barclays U.S. Aggregate Bond Index⁴		-2.05	%		1.83	%		3.94	%
40/15/45 Blended Index⁵		0.53	%		5.48	%		8.39	%

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, 2018 to the Bloomberg Barclays U.S. Aggregate Bond Index and the 40/15/45 Blended Index.

LOGO

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.

²The 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, 2018, 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 1.11% for Class S, 0.86% for Class I, 1.36% for Class R and 1.86% for Class R2 for the year ended October 31, 2018.

³For periods through the inception of Class R2 on January 4, 2010, and Class R on June 30, 2010, the performance is hypothetical and is based on the historical performance of Class S shares adjusted for the respective class’ charges and expenses.

⁴The 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.

Performance Update as of October 31, 2018 - Pro-Blend^® Extended Term Series

(unaudited)

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.

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

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$986.92	$5.51	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$988.62	$4.26	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%
Class R
Actual	$1,000.00	$986.22	$6.76	1.35%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.40	$6.87	1.35%
Class R2
Actual	$1,000.00	$984.03	$9.25	1.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.88	$9.40	1.85%

*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.

Portfolio Composition - Pro-Blend^® Extended Term Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care			11.4%
Information Technology			8.4%
Financials			7.4%
Consumer Staples			7.0%
Consumer Discretionary			6.6%
Communication Services			6.0%
Energy			5.1%
Real Estate			4.4%
Industrials			4.0%
Materials			2.6%
Utilities			0.2%

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


Top Ten Stock Holdings⁵
Novartis AG - ADR (Switzerland)			1.6%
Booking Holdings, Inc.			1.6%
Incyte Corp.			1.6%
Qorvo, Inc.			1.5%
Microsoft Corp.			1.5%
Mastercard, Inc. - Class A			1.4%
Medtronic plc			1.3%
Ball Corp.			1.3%
Johnson & Johnson			1.2%
Anheuser-Busch InBev S.A./N.V. (Belgium)			1.2%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 49.6%

Communication Services - 4.3%
Diversified Telecommunication Services - 0.7%
Orange S.A. (France)		3,095	$	48,307
Telefonica Brasil S.A. (Brazil)		3,400		39,367
Zayo Group Holdings, Inc.*		127,170		3,799,840


				3,887,514

Entertainment - 0.7%
Electronic Arts, Inc.*		40,300		3,666,494
NetEase, Inc. - ADR (China)		560		116,396
Nexon Co. Ltd. (Japan)*		10,100		115,213
Toho Co. Ltd. -Tokyo (Japan)		2,100		68,513
Vivendi S.A. (France)		1,595		38,469


				4,005,085

Interactive Media & Services - 2.2%
Alphabet, Inc. - Class A*¹		2,410		2,628,298
Alphabet, Inc. - Class C*		4,140		4,457,828
Tencent Holdings Ltd. - Class H (China)		146,439		5,016,892


				12,103,018

Media - 0.6%
Hakuhodo DY Holdings, Inc. (Japan)		4,100		68,382
Quebecor, Inc. - Class B (Canada)		86,550		1,697,536
Shaw Communications, Inc. - Class B (Canada)		79,195		1,474,473


				3,240,391

Wireless Telecommunication Services - 0.1%
KDDI Corp. (Japan)		5,500		133,099
NTT DOCOMO, Inc. (Japan)		5,400		133,914


				267,013


Total Communication Services				23,503,021

Consumer Discretionary - 4.8%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)²		133,500		96,412
NGK Spark Plug Co. Ltd. (Japan)		3,500		70,823


				167,235

Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		55,000		105,985
Isuzu Motors Ltd. (Japan)		5,300		69,486
Peugeot S.A. (France)		830		19,730
Renault S.A. (France)		380		28,376
Suzuki Motor Corp. (Japan)		3,000		149,600


				373,177

Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		166,000		72,045
China Yuhua Education Corp. Ltd. (China)²		252,000		101,613
Fu Shou Yuan International Group Ltd. (China)		219,000		168,304
New Oriental Education & Technology Group, Inc. - ADR (China)*		2,550		149,200
TAL Education Group - ADR (China)*		2,065		59,844
Wisdom Education International Holdings Co. Ltd. (China)		160,000		72,004


				623,010

Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)		3,115		142,331
Basic-Fit N.V. (Netherlands)*²		3,345		96,308


				238,639

Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		4,500		70,767
Techtronic Industries Co. Ltd. (Hong Kong)		14,500		68,277


				139,044

Internet & Direct Marketing Retail - 2.7%
Alibaba Group Holding Ltd. - ADR (China)*		30,245		4,303,258
Amazon.com, Inc.*		1,310		2,093,393
Booking Holdings, Inc.*		4,600		8,623,068
Despegar.com Corp. (Argentina)*		2,460		39,532


				15,059,251

Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		3,900		138,742
Yamaha Corp. (Japan)		3,300		145,016


				283,758

Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		8,975		56,996
Lojas Americanas S.A. (Brazil)		6,100		30,504
Lojas Renner S.A. (Brazil)		4,040		40,905
Magazine Luiza S.A. (Brazil)		600		27,152
Next plc (United Kingdom)		1,000		66,433


				221,990

Specialty Retail - 0.6%
Fast Retailing Co. Ltd. (Japan)		100		50,351

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail (continued)
Industria de Diseno Textil S.A. (Spain)		118,060	$	3,327,468
Nitori Holdings Co. Ltd. (Japan)		500		65,287
USS Co. Ltd. (Japan)		3,900		70,324


				3,513,430

Textiles, Apparel & Luxury Goods - 1.1%
ANTA Sports Products Ltd. (China)		24,000		99,085
Burberry Group plc (United Kingdom)		3,005		69,534
Hermes International (France)		115		65,653
Kering S.A. (France)		135		60,006
lululemon athletica, Inc.*		40,279		5,668,464
LVMH Moet Hennessy Louis Vuitton SE (France)		450		136,532
Moncler S.p.A (Italy)		1,945		67,545


				6,166,819


Total Consumer Discretionary				26,786,353

Consumer Staples - 6.9%
Beverages - 4.0%
Ambev S.A. - ADR (Brazil)		651,923		2,822,826
Ambev S.A. (Brazil)		23,000		100,368
Anheuser-Busch InBev S.A./N.V. (Belgium)		87,894		6,500,725
The Coca-Cola Co.		62,640		2,999,203
Diageo plc (United Kingdom)		182,635		6,313,970
Fomento Economico Mexicano SAB de C.V. (Mexico)		7,300		62,182
PepsiCo, Inc.		26,420		2,969,080
Pernod Ricard S.A. (France)		390		59,469
Treasury Wine Estates Ltd. (Australia)		20,780		223,667


				22,051,490

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		7,400		30,165
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		3,000		108,462
Tsuruha Holdings, Inc. (Japan)		700		73,059
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		47,420		121,251
Wesfarmers Ltd. (Australia)		2,080		68,885


				401,822

Food Products - 1.6%
Barry Callebaut AG (Switzerland)		35		68,410
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		20		137,886
Danone S.A. (France)		4,078		288,775
Grupo Bimbo S.A.B. de C.V. - Series A (Mexico)		26,320		49,211
Kerry Group plc - Class A (Ireland)		2,015		206,204
Kikkoman Corp. (Japan)		2,500		136,968
Mondelez International, Inc. - Class A		106,625		4,476,117
Nestle S.A. (Switzerland)		42,821		3,615,082


				8,978,653

Household Products - 0.0%##
Henkel AG & Co. KGaA (Germany)		690		67,591
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		64,100		92,364
Lion Corp. (Japan)		5,300		99,645


				259,600

Personal Products - 1.1%
Beiersdorf AG (Germany)		2,840		293,647
Kao Corp. (Japan)		1,000		66,522
Kobayashi Pharmaceutical Co. Ltd. (Japan)		1,100		71,744
L’Oreal S.A. (France)		630		141,942
Unilever plc - ADR (United Kingdom)		108,624		5,754,900


				6,328,755

Tobacco - 0.1%
British American Tobacco plc - ADR (United Kingdom)		3,610		156,674
KT&G Corp. (South Korea)		755		67,324
Swedish Match AB (Sweden)		1,380		70,295


				294,293


Total Consumer Staples				38,314,613

Energy - 2.4%
Energy Equipment & Services - 2.0%
Core Laboratories N.V		1,110		94,616
Diamond Offshore Drilling, Inc.*		108,330		1,536,120
Ensco plc - Class A		274,650		1,961,001
Schlumberger Ltd		97,408		4,998,004
Transocean Ltd.*		230,430		2,537,034


				11,126,775

Oil, Gas & Consumable Fuels - 0.4%
Cameco Corp. (Canada)		8,196		87,861
Canadian Natural Resources Ltd. (Canada)		5,150		141,303

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
China Petroleum & Chemical Corp. - Class H (China)		178,000	$	144,995
Eni S.p.A. (Italy)		8,225		146,073
Galp Energia SGPS S.A. (Portugal)		16,630		289,165
Repsol S.A. (Spain)		13,875		247,929
Royal Dutch Shell plc - Class B - ADR (Netherlands)		4,445		292,081
SK Innovation Co. Ltd. (South Korea)		655		122,924
Suncor Energy, Inc. (Canada)		4,000		134,179
TOTAL S.A. (France)		4,150		243,502
Vermilion Energy, Inc. (Canada)		5,415		143,597
Woodside Petroleum Ltd. (Australia)		6,030		148,460


				2,142,069


Total Energy				13,268,844

Financials - 3.3%
Banks - 0.3%
Banco Bradesco S.A. (Brazil)		10,600		97,128
Banco Comercial Portugues S.A. (Portugal)*		374,975		100,863
Banco do Brasil S.A. (Brazil)		4,200		48,134
Banco Santander Brasil S.A. (Brazil)		4,200		47,626
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		2,110		85,012
Bankia S.A. (Spain)		44,848		140,869
Bankinter S.A. (Spain)		16,450		134,774
BNP Paribas S.A. (France)		1,965		102,404
CaixaBank S.A. (Spain)		59,670		241,466
Credit Agricole S.A. (France)		2,255		28,881
Erste Group Bank AG (Austria)		2,375		96,680
FinecoBank Banca Fineco S.p.A. (Italy)		19,495		203,753
Itau Unibanco Holding S.A. (Brazil)		7,400		97,712
Itausa - Investimentos Itau S.A. (Brazil)		16,300		49,055
Jyske Bank A/S (Denmark)		2,685		109,631
KBC Group N.V. (Belgium)		1,690		116,467
Societe Generale S.A. (France)		1,295		47,472
Sydbank A/S (Denmark)		3,180		73,449


				1,821,376

Capital Markets - 2.5%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		7,100		50,920
BlackRock, Inc.		10,470		4,307,567
Cboe Global Markets, Inc.		14,030		1,583,284
The Charles Schwab Corp.		60,455		2,795,439
CME Group, Inc.		8,000		1,465,920
E*TRADE Financial Corp.		28,430		1,405,011
Intercontinental Exchange, Inc.		19,520		1,503,821
Japan Exchange Group, Inc. (Japan)		6,800		121,793
Julius Baer Group Ltd. (Switzerland)		7,960		363,014


				13,596,769

Diversified Financial Services - 0.5%
Berkshire Hathaway, Inc. - Class B*		13,600		2,791,808

Insurance - 0.0%##
Admiral Group plc (United Kingdom)		2,600		66,836
AXA S.A. (France)		3,450		86,342
BB Seguridade Participacoes S.A. (Brazil)		4,900		35,063


				188,241

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		2,580		95,979


Total Financials				18,494,173

Health Care - 11.1%
Biotechnology - 4.1%
BioMarin Pharmaceutical, Inc.*		50,630		4,666,567
Incyte Corp.*		131,960		8,553,647
Regeneron Pharmaceuticals, Inc.*		10,985		3,726,551
Seattle Genetics, Inc.*		58,925		3,307,460
Vertex Pharmaceuticals, Inc.*		14,320		2,426,667


				22,680,892

Health Care Equipment & Supplies - 1.5%
Coloplast A/S - Class B (Denmark)		1,420		132,505
EssilorLuxottica (France)		995		135,895
Hoya Corp. (Japan)		1,300		73,549
Medtronic plc		81,760		7,343,683
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		75,510		67,638
Smith & Nephew plc (United Kingdom)		4,110		66,807
Sonova Holding AG (Switzerland)		425		69,311
Terumo Corp. (Japan)		2,600		140,353
William Demant Holding A/S (Denmark)*		2,140		70,345


				8,100,086

Health Care Providers & Services - 0.8%
DaVita, Inc.*		67,710		4,559,592

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.*		2,432	$	88,282
QIAGEN N.V.*		3,469		125,920
Tecan Group AG (Switzerland)		235		53,013


				267,215

Pharmaceuticals - 4.7%
Astellas Pharma, Inc. (Japan)		4,400		67,981
Bristol-Myers Squibb Co.		56,122		2,836,406
Chugai Pharmaceutical Co. Ltd. (Japan)		2,300		134,658
Johnson & Johnson¹		46,620		6,526,334
Merck & Co., Inc.		48,020		3,534,752
Merck KGaA (Germany)		29,730		3,181,190
Novartis AG - ADR (Switzerland)		102,290		8,946,283
Novartis AG (Switzerland)		3,070		268,847
Novo Nordisk A/S - Class B (Denmark)		1,605		69,314
Perrigo Co. plc		3,320		233,396
Sanofi (France)		1,790		159,955


				25,959,116


Total Health Care				61,566,901

Industrials - 2.3%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		955		105,541
BAE Systems plc (United Kingdom)		22,055		147,885
MTU Aero Engines AG (Germany)		330		70,069
Safran S.A. (France)		550		71,075
Thales S.A. (France)		155		19,796


				414,366

Air Freight & Logistics - 0.7%
FedEx Corp.		17,410		3,836,119

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		961		79,571

Building Products - 0.0%##
Cie de Saint-Gobain (France)		775		29,195
TOTO Ltd. (Japan)		1,900		67,975


				97,170

Commercial Services & Supplies - 0.0%##
Secom Co. Ltd. (Japan)		800		65,497

Construction & Engineering - 0.1%
FLSmidth & Co. A/S (Denmark)		561		29,436
Vinci S.A. (France)		2,830		251,867


				281,303

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		955		69,057

Industrial Conglomerates - 0.0%##
Siemens AG (Germany)		1,730		198,857

Machinery - 0.3%
Epiroc AB - Class A (Sweden)*		13,515		118,681
FANUC Corp. (Japan)		570		99,161
Hoshizaki Corp. (Japan)		1,500		121,081
Hyundai Heavy Industries Co. Ltd. (South Korea)*		950		104,503
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		1,230		102,017
Jungheinrich AG (Germany)		2,940		97,407
KION Group AG (Germany)		2,545		148,719
Kone OYJ - Class B (Finland)		1,390		67,657
Makita Corp. (Japan)		1,700		58,773
Metso OYJ (Finland)		4,039		127,518
MISUMI Group, Inc. (Japan)		3,500		70,143
Samsung Heavy Industries Co. Ltd. (South Korea)*		8,205		50,340
Schindler Holding AG (Switzerland)		660		139,170
WEG S.A. (Brazil)		6,100		29,521
The Weir Group plc (United Kingdom)		13,170		266,515


				1,601,206

Professional Services - 0.5%
Equifax, Inc.		21,395		2,170,309
Experian plc (United Kingdom)		2,910		66,928
Recruit Holdings Co. Ltd. (Japan)		5,600		150,302
Teleperformance (France)		395		65,053
Wolters Kluwer N.V. (Netherlands)		1,170		66,379


				2,518,971

Road & Rail - 0.5%
Canadian National Railway Co. (Canada)		825		70,527
Genesee & Wyoming, Inc. - Class A*		36,460		2,888,726


				2,959,253

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		3,990		98,500
Brenntag AG (Germany)		1,502		78,441
Kanamoto Co. Ltd. (Japan)		3,000		100,247


				277,188

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		11,100	$	58,136
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		715		59,259


				117,395


Total Industrials				12,515,953

Information Technology - 8.3%
Electronic Equipment, Instruments & Components - 0.1%
Halma plc (United Kingdom)		6,520		110,647
Hexagon A.B. - Class B (Sweden)		3,045		149,033
Keyence Corp. (Japan)		718		350,757
Yokogawa Electric Corp. (Japan)		3,500		68,719


				679,156

IT Services - 4.0%
Amadeus IT Group S.A. (Spain)		835		67,238
Amdocs Ltd.		4,835		305,911
Capgemini SE (France)		240		29,305
InterXion Holding N.V. (Netherlands)*		53,055		3,123,348
LiveRamp Holdings, Inc.*		89,990		4,110,743
Mastercard, Inc. - Class A		40,260		7,958,194
Nomura Research Institute Ltd. (Japan)		3,200		141,867
Obic Co. Ltd. (Japan)		1,700		154,768
Otsuka Corp. (Japan)		2,100		69,655
Visa, Inc. - Class A¹		45,930		6,331,450


				22,292,479

Semiconductors & Semiconductor Equipment - 2.1%
Qorvo, Inc.*		115,800		8,512,458
Skyworks Solutions, Inc.		31,535		2,735,977


				11,248,435

Software - 2.1%
Check Point Software Technologies Ltd. (Israel)*		1,250		138,750
Dassault Systemes S.E. (France)		235		29,418
Microsoft Corp.		76,170		8,135,718
Oracle Corp. (Japan)		1,000		67,689
SAP SE (Germany)		635		67,991
ServiceNow, Inc.*		16,530		2,992,591
Trend Micro, Inc. (Japan)		2,500		143,915


				11,576,072


Total Information Technology				45,796,142

Materials - 2.3%
Chemicals - 0.2%
Air Liquide S.A. (France)		710		85,829
Akzo Nobel N.V. (Netherlands)		2,965		248,955
Asahi Kasei Corp. (Japan)		5,800		69,591
Croda International plc (United Kingdom)		2,395		147,521
FUCHS PETROLUB S.E. (Germany)		795		36,800
Givaudan S.A. (Switzerland)		30		72,718
Mexichem S.A.B. de C.V. (Mexico)		43,215		113,030
Nissan Chemical Corp. (Japan)		1,400		66,012
Novozymes A/S - Class B (Denmark)		1,405		69,386
Solvay S.A. (Belgium)		1,925		219,270


				1,129,112

Containers & Packaging - 1.9%
Ball Corp.		156,260		7,000,448
DS Smith plc (United Kingdom)		29,748		149,264
Sealed Air Corp.		106,560		3,448,282


				10,597,994

Metals & Mining - 0.2%
Antofagasta plc (Chile)		24,905		249,300
First Quantum Minerals Ltd. (Zambia)		15,080		150,519
Lundin Mining Corp. (Chile)		33,600		138,080
Southern Copper Corp. (Peru)		4,050		155,277


				693,176


Total Materials				12,420,282

Real Estate - 3.8%
Equity Real Estate Investment Trusts (REITS) - 3.8%
Acadia Realty Trust		2,080		57,907
Agree Realty Corp.		1,240		71,015
Alexandria Real Estate Equities, Inc.		455		55,615
American Campus Communities, Inc.		1,545		61,043
American Homes 4 Rent - Class A		11,180		235,563
American Tower Corp.		20,005		3,116,979
Americold Realty Trust		2,270		56,182
Apartment Investment & Management Co. - Class A		4,570		196,693
Apple Hospitality REIT, Inc.		6,185		100,011
AvalonBay Communities, Inc.		2,860		501,587
Boston Properties, Inc.		2,870		346,581
Brandywine Realty Trust		15,030		211,322
CatchMark Timber Trust, Inc. - Class A		4,363		38,613

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Chesapeake Lodging Trust		2,840	$	83,468
Colony Capital, Inc.		12,890		75,664
Community Healthcare Trust, Inc.		3,720		110,558
CoreCivic, Inc.		6,965		156,434
Cousins Properties, Inc.		26,165		217,431
Crown Castle International Corp.		1,565		170,178
CubeSmart		1,645		47,672
Digital Realty Trust, Inc.		3,175		327,850
EastGroup Properties, Inc.		540		51,727
Equinix, Inc.		11,125		4,213,482
Equity LifeStyle Properties, Inc.		1,415		133,986
Equity Residential		5,660		367,674
Essex Property Trust, Inc.		950		238,241
Extra Space Storage, Inc.		1,360		122,482
Federal Realty Investment Trust		470		58,304
First Industrial Realty Trust, Inc.		3,070		94,249
Getty Realty Corp.		3,835		102,893
HCP, Inc.		7,245		199,600
Healthcare Realty Trust, Inc.		4,165		116,037
Healthcare Trust of America, Inc. - Class A		4,730		124,210
Hibernia REIT plc (Ireland)		61,450		96,745
Host Hotels & Resorts, Inc.		11,405		217,950
Independence Realty Trust, Inc.		10,700		106,037
Invitation Homes, Inc.		9,683		211,864
Jernigan Capital, Inc.		5,975		116,931
Kimco Realty Corp.		5,275		84,875
Lamar Advertising Co. - Class A		1,055		77,353
Lexington Realty Trust		10,805		83,955
Liberty Property Trust		4,935		206,628
The Macerich Co.		825		42,586
Mid-America Apartment Communities, Inc.		1,940		189,557
National Retail Properties, Inc.		2,095		97,941
National Storage Affiliates Trust		1,790		47,668
Outfront Media, Inc.		3,270		57,944
Physicians Realty Trust		15,960		264,617
Plymouth Industrial REIT, Inc.		4,255		59,570
Prologis, Inc.		7,480		482,236
Public Storage		1,570		322,588
Realty Income Corp.		985		59,366
SBA Communications Corp.*		19,170		3,108,799
Simon Property Group, Inc.		3,515		645,073
STAG Industrial, Inc.		4,875		128,992
STORE Capital Corp.		2,005		58,205
Sun Communities, Inc.		2,500		251,175
Sunstone Hotel Investors, Inc.		8,760		126,757
Tier REIT, Inc.		8,920		193,296
UDR, Inc.		6,030		236,316
UMH Properties, Inc.		4,475		64,127
Unibail-Rodamco-Westfield (France)		1,370		247,913
Urban Edge Properties		10,675		218,731
Ventas, Inc.		2,180		126,527
VEREIT, Inc.		19,775		144,951
Vornado Realty Trust		3,140		213,771
Weingarten Realty Investors		5,170		145,380
Welltower, Inc.		2,335		154,273


				20,951,948

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		500		65,919
StorageVault Canada, Inc. (Canada)		16,475		32,288


				98,207


Total Real Estate				21,050,155

Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)		28,000		21,308
Engie Brasil Energia S.A. (Brazil)		2,800		29,945
Huaneng Renewables Corp. Ltd. - Class H (China)		357,937		92,124


				143,377

Multi-Utilities - 0.0%##
Engie S.A. (France)		2,945		39,131

Water Utilities - 0.0%##
Guangdong Investment Ltd. (China)		76,000		136,060


Total Utilities				318,568

TOTAL COMMON STOCKS (Identified Cost $255,097,904)				274,035,005


CORPORATE BONDS - 13.2%

Non-Convertible Corporate Bonds - 13.2%
Communication Services - 1.7%
Diversified Telecommunication Services - 1.0%
AT&T, Inc., 4.25%, 3/1/2027		2,280,000	$	2,211,059
Verizon Communications, Inc., 5.50%, 3/16/2047		3,360,000		3,501,030


				5,712,089

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Media - 0.6%
Altice US Finance I Corp.², 5.50%, 5/15/2026		200,000	$	194,812
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.50%, 5/1/2026		175,000		170,625
Cequel Communications Holdings I LLC - Cequel Capital Corp.², 7.50%, 4/1/2028		200,000		207,294
Discovery Communications LLC, 5.20%, 9/20/2047		2,480,000		2,293,720
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)², 5.50%, 3/1/2028		400,000		371,000
UPCB Finance IV Ltd. (Netherlands)², 5.375%, 1/15/2025		120,000		116,760


				3,354,211

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		310,000		294,500
Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022		120,000		117,542
Sprint Communications, Inc.², 9.00%, 11/15/2018		73,000		73,146
Sprint Communications, Inc. ², 7.00%, 3/1/2020		73,000		75,646


				560,834


Total Communication Services				9,627,134

Consumer Discretionary - 1.7%
Auto Components - 0.0%##
Techniplas LLC², 10.00%, 5/1/2020		205,000		192,700

Automobiles - 0.4%
General Motors Co.⁴, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		2,180,000		2,176,848

Household Durables - 0.3%
Century Communities, Inc., 5.875%, 7/15/2025		340,000		307,700
LGI Homes, Inc.², 6.875%, 7/15/2026		240,000		228,000
Meritage Homes Corp., 5.125%, 6/6/2027		130,000		114,400
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		215,000		215,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		185,000		172,744
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		155,000		148,800
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		250,000		236,250


				1,422,894

Internet & Direct Marketing Retail - 0.6%
Booking Holdings, Inc., 3.60%, 6/1/2026		3,700,000		3,533,647

Multiline Retail - 0.4%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		1,085,000		1,145,775
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		1,090,000		1,143,396


				2,289,171


Total Consumer Discretionary				9,615,260

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC², 5.375%, 7/15/2022		125,000		120,625

Household Products - 0.0%##
First Quality Finance Co., Inc.², 5.00%, 7/1/2025		170,000		156,400


Total Consumer Staples				277,025

Energy - 2.6%
Energy Equipment & Services - 0.0%##
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.25%, 2/15/2025		170,000		170,425
TerraForm Power Operating, LLC², 5.00%, 1/31/2028		120,000		107,250


				277,675

Oil, Gas & Consumable Fuels - 2.6%
American Midstream Partners LP - American Midstream Finance Corp.², 9.50%, 12/15/2021		175,000		171,500
Boardwalk Pipelines LP, 5.95%, 6/1/2026		3,350,000		3,500,456
DCP Midstream Operating LP², 5.35%, 3/15/2020		110,000		111,237
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		272,000		271,320
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		295,000		305,325

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		130,000	$	117,650
Jonah Energy LLC - Jonah Energy Finance Corp.², 7.25%, 10/15/2025		340,000		270,300
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		3,010,000		3,447,652
Rockies Express Pipeline, LLC², 5.625%, 4/15/2020		135,000		137,930
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		3,330,000		3,535,206
SemGroup Corp., 6.375%, 3/15/2025		120,000		116,100
Seven Generations Energy Ltd. (Canada)², 5.375%, 9/30/2025		166,000		154,795
Southwestern Energy Co.⁵, 6.20%, 1/23/2025		194,000		188,665
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024		120,000		120,750
W&T Offshore, Inc.², 9.75%, 11/1/2023		165,000		159,670
The Williams Companies, Inc., 3.75%, 6/15/2027		1,720,000		1,601,558


				14,210,114


Total Energy				14,487,789

Financials - 4.1%
Banks - 2.4%
Bank of America Corp., 4.00%, 1/22/2025		3,630,000		3,535,033
Citigroup, Inc., 8.125%, 7/15/2039		2,490,000		3,476,652
JPMorgan Chase & Co., 6.30%, 4/23/2019		3,480,000		3,536,358
Popular, Inc., 6.125%, 9/14/2023		180,000		182,124
Santander Holdings USA, Inc., 4.50%, 7/17/2025		2,190,000		2,141,482


				12,871,649

Capital Markets - 0.7%
LPL Holdings, Inc.², 5.75%, 9/15/2025		240,000		233,100
Morgan Stanley⁴, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		3,540,000		3,577,347


				3,810,447

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		160,000		159,800
Navient Corp., 7.25%, 9/25/2023		140,000		144,900
SLM Corp., 5.125%, 4/5/2022		220,000		218,900


				523,600

Diversified Financial Services - 0.5%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		2,260,000		2,206,869
FS Energy & Power Fund², 7.50%, 8/15/2023		230,000		233,220
Oxford Finance, LLC - Oxford Finance Co.- Issuer II, Inc.², 6.375%, 12/15/2022		235,000		238,231


				2,678,320

Insurance - 0.4%
Prudential Financial, Inc.⁶, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		2,260,000		2,351,530

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021		150,000		151,125


Total Financials				22,386,671

Health Care - 0.2%
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		195,000		184,275
HCA, Inc., 5.375%, 9/1/2026		165,000		163,762
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.², 6.625%, 5/15/2022		170,000		163,371


				511,408

Pharmaceuticals - 0.1%
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.², 8.75%, 11/1/2024		350,000		366,625


Total Health Care				878,033

Industrials - 1.7%
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		175,000		175,875
American Airlines Group, Inc.², 5.50%, 10/1/2019		140,000		141,533


				317,408

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		110,000	$	111,100
Covanta Holding Corp., 6.00%, 1/1/2027		155,000		149,575
W/S Packaging Holdings, Inc.², 9.00%, 4/15/2023		235,000		239,700


				500,375

Construction & Engineering - 0.0%##
Tutor Perini Corp.², 6.875%, 5/1/2025		276,000		276,345

Industrial Conglomerates - 0.3%
General Electric Co.^6,7,(3mo. LIBOR US + 3.330%), 5.00%		1,670,000		1,546,838

Machinery - 0.4%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		2,410,000		2,407,831

Marine - 0.1%
Borealis Finance, LLC², 7.50%, 11/16/2022		400,000		392,000
Global Ship Lease, Inc. (United Kingdom)², 9.875%, 11/15/2022		345,000		328,612


				720,612

Trading Companies & Distributors - 0.6%
Aircastle Ltd., 6.25%, 12/1/2019		95,000		97,631
Fortress Transportation & Infrastructure Investors, LLC², 6.50%, 10/1/2025		160,000		157,200
International Lease Finance Corp., 6.25%, 5/15/2019		2,528,000		2,568,319
Park Aerospace Holdings Ltd. (Ireland)², 4.50%, 3/15/2023		251,000		238,797


				3,061,947

Transportation Infrastructure - 0.1%
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500
MPC Container Ships Invest B.V. (Norway)^4,8, (3 mo. LIBOR US + 4.750%), 7.116%, 9/22/2022		200,000		203,316


				408,816


Total Industrials				9,240,172

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		267,000		250,980

Materials - 0.4%
Chemicals - 0.1%
LSB Industries, Inc.², 9.625%, 5/1/2023		210,000		217,875

Containers & Packaging - 0.0%##
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)², 6.00%, 2/15/2025		200,000		187,500

Metals & Mining - 0.3%
Corp Nacional del Cobre de Chile (Chile)², 5.625%, 9/21/2035		350,000		370,955
Mountain Province Diamonds, Inc. (Canada)², 8.00%, 12/15/2022		295,000		299,425
Northwest Acquisitions ULC - Dominion Finco, Inc.², 7.125%, 11/1/2022		295,000		297,021
Southern Copper Corp. (Peru), 5.375%, 4/16/2020		610,000		626,566


				1,593,967


Total Materials				1,999,342

Real Estate - 0.6%
Equity Real Estate Investment Trusts (REITS) - 0.6%
American Homes 4 Rent LP, 4.25%, 2/15/2028		2,470,000		2,334,730
Greystar Real Estate Partners, LLC², 5.75%, 12/1/2025		185,000		179,450
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		427,000		417,486
iStar, Inc., 5.25%, 9/15/2022		198,000		191,565


Total Real Estate				3,123,231

Utilities - 0.2%
Gas Utilities - 0.0%##
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		190,000		172,900

Independent Power and Renewable Electricity Producers - 0.2%
Atlantica Yield plc (Spain)², 7.00%, 11/15/2019		506,000		521,180
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		125,000		116,250

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
Drax Finco plc (United Kingdom)², 6.625%, 11/1/2025		245,000	$	244,387


Total Utilities				1,054,717


TOTAL CORPORATE BONDS (Identified Cost $75,251,187)				72,940,354


MUTUAL FUNDS - 0.1%
iShares MSCI Thailand ETF		4,480		388,416
iShares U.S. Real Estate ETF		2,190		171,061

TOTAL MUTUAL FUNDS (Identified Cost $570,334)				559,477


U.S. TREASURY SECURITIES - 20.2%

U.S. Treasury Bonds - 6.1%
U.S. Treasury Bond, 6.25%, 5/15/2030		4,599,000		5,954,088
U.S. Treasury Bond, 4.75%, 2/15/2037		7,419,000		8,932,360
U.S. Treasury Bond, 2.50%, 2/15/2045		8,578,000		7,229,981
U.S. Treasury Bond, 3.00%, 5/15/2047		9,305,000		8,618,393
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		3,155,932		2,803,232


Total U.S. Treasury Bonds (Identified Cost $36,363,554)				33,538,054


U.S. Treasury Notes - 14.1%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		16,673,978		16,389,782
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		3,028,405		2,915,615
U.S. Treasury Note, 1.625%, 4/30/2019		5,890,000		5,864,922
U.S. Treasury Note, 1.625%, 4/30/2023		6,050,000		5,705,670
U.S. Treasury Note, 2.125%, 7/31/2024		13,399,000		12,758,360
U.S. Treasury Note, 2.125%, 5/15/2025		11,215,000		10,587,661
U.S. Treasury Note, 1.625%, 5/15/2026		6,599,000		5,948,380
U.S. Treasury Note, 2.375%, 5/15/2027		6,465,000		6,102,101
U.S. Treasury Note, 2.75%, 2/15/2028		12,135,000		11,743,457


Total U.S. Treasury Notes (Identified Cost $79,262,496)				78,015,948


TOTAL U.S. TREASURY SECURITIES (Identified Cost $115,626,050)				111,554,002


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

ASSET-BACKED SECURITIES - 2.9%
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A², 2.00%, 12/10/2023		80,310		80,135
Cazenovia Creek Funding II LLC, Series 2018-1A, Class A², 3.561%, 7/15/2030		1,279,300		1,273,615
Chesapeake Funding II LLC, Series 2017-2A, Class A1², 1.99%, 5/15/2029		5,084,945		5,033,151
Chesapeake Funding II LLC, Series 2017-4A, Class A1², 2.12%, 11/15/2029		1,332,924		1,315,171
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A², 2.56%, 10/15/2025		1,224,000		1,217,563
Invitation Homes Trust, Series 2017-SFR2, Class A^2,4, (1 mo. LIBOR US + 0.850%), 3.14%, 12/17/2036		521,129		521,617
Invitation Homes Trust, Series 2017-SFR2, Class B^2,4, (1 mo. LIBOR US + 1.150%), 3.44%, 12/17/2036		390,000		392,568
SoFi Consumer Loan Program LLC, Series 2017-5, Class A1², 2.14%, 9/25/2026		747,482		743,978
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A², 1.55%, 3/26/2040		329,841		327,221
SoFi Professional Loan Program LLC, Series 2017-F, Class A1FX², 2.05%, 1/25/2041		333,464		330,004
SoFi Professional Loan Program LLC, Series 2017-F, Class A2FX², 2.84%, 1/25/2041		300,000		290,868
SoFi Professional Loan Program LLC, Series 2018-A, Class A2A², 2.39%, 2/25/2042		754,266		746,413
SoFi Professional Loan Program LLC, Series 2018-C, Class A1FX², 3.08%, 1/25/2048		1,939,872		1,934,177

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

South Carolina Student Loan Corp., Series 2005, Class A3⁴, (3 mo. LIBOR US + 0.140%), 2.461%, 12/1/2023		144,144	$	144,141
Tax Ease Funding LLC, Series 2016-1A, Class A², 3.131%, 6/15/2028		226,418		225,636
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/1/2033		873,246		840,879
Tricon American Homes Trust, Series 2017-SFR2, Class A², 2.928%, 1/1/2036		998,934		953,321


TOTAL ASSET-BACKED SECURITIES (Identified Cost $16,536,862)				16,370,458


COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.3%

Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/11/2029		85,030		85,414
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/1/2035		2,411,000		2,300,408
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,9, 2.50%, 5/1/2043		607,450		560,071
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^2,9, 2.13%, 2/1/2043		561,475		508,895
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/1/2047		983,388		970,358
FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/1/2026		169,319		168,414
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)⁹, 1.444%, 8/1/2020		7,926,935		142,847
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)⁹, 1.149%, 4/1/2021		9,034,864		220,713
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)⁹, 1.501%, 10/1/2021		3,916,821		144,144
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)⁹, 1.452%, 12/1/2021		16,147,799		538,528
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)⁹, 1.578%, 6/1/2022		10,927,353		472,257
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)⁹, 0.199%, 4/1/2023		43,982,265		339,789
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)⁹, 0.105%, 5/1/2023		28,240,114		133,217
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KP01, Class A2, 1.72%, 1/1/2019		24,103		24,060
Freddie Mac REMICS, Series 4791, Class BA, 4.00%, 3/1/2044		1,236,272		1,253,492
Freddie Mac REMICS, Series 4801, Class BA, 4.50%, 5/1/2044		1,282,310		1,319,426
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)², 0.10%, 6/1/2046		77,684,328		264,593
FREMF Mortgage Trust, Series 2013-K712, Class B^2,9, 3.358%, 5/1/2045		767,000		765,742
FREMF Mortgage Trust, Series 2013-K713, Class B^2,9, 3.263%, 4/1/2046		1,350,000		1,344,376
FREMF Mortgage Trust, Series 2014-K41, Class B^2,9, 3.832%, 11/1/2047		1,315,000		1,287,796
FREMF Mortgage Trust, Series 2014-K503, Class B^2,9, 3.139%, 10/1/2047		1,325,000		1,320,548
FREMF Mortgage Trust, Series 2014-K715, Class B^2,9, 3.978%, 2/1/2046		1,279,000		1,288,647
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,9, 3.495%, 12/1/2034		1,535,000		1,530,248
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/1/2056		1,477,379		1,353,450
GS Mortgage Securities Trust, Series 2010-C2, Class A1², 3.849%, 12/1/2043		46,765		47,055
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,9, 3.00%, 3/1/2043		396,324		375,528
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,9, 3.50%, 5/1/2043		340,797		328,878

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES		PRINCIPAL AMOUNT³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,9, 3.00%, 6/1/2029			563,522	$	552,010
JP Morgan Mortgage Trust, Series 2017-3, Class 1A5^2,9, 3.50%, 8/1/2047			1,218,343		1,193,547
JP Morgan Mortgage Trust, Series 2017-6, Class A5^2,9, 3.50%, 12/1/2048			1,459,359		1,428,746
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2², 2.767%, 1/1/2041			15,290		15,255
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,9, 3.75%, 11/1/2054			410,729		408,595
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,9, 3.75%, 8/1/2055			615,667		611,859
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,9, 3.75%, 11/1/2056			622,618		617,935
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/1/2045			115,000		116,876
Sequoia Mortgage Trust, Series 2013-2, Class A⁹, 1.874%, 2/1/2043			425,622		370,840
Sequoia Mortgage Trust, Series 2013-7, Class A2⁹, 3.00%, 6/1/2043			473,483		443,317
Sequoia Mortgage Trust, Series 2013-8, Class A1⁹, 3.00%, 6/1/2043			484,258		453,745
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,4, (1 mo. LIBOR US + 1.220%), 3.50%, 11/15/2027			998,985		999,121
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,9, 2.50%, 10/1/2056			1,082,334		1,050,779
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/10/2028			350,000		354,977
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/1/2043			600,000		609,193
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,9, 3.50%, 1/1/2045			471,545		459,113
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,9, 3.50%, 3/1/2045			406,364		405,302


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $29,229,336)					29,180,104


FOREIGN GOVERNMENT BONDS - 1.7%

Canada Housing Trust No. 1 (Canada)², 4.10%, 12/15/2018	CAD		299,000		227,696
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		358,000		275,090
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			4,625,000		4,548,872
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		7,313,000		356,631
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,112,000		145,614
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,057,000		232,421
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		972,000		43,617
Province of Ontario (Canada), 1.25%, 6/17/2019			777,000		769,618
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		657,000		475,731
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			2,179,000		2,148,956


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $10,022,497)					9,224,246


U.S. GOVERNMENT AGENCIES - 6.0%

Mortgage-Backed Securities - 6.0%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			101,770		103,508
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			6,863		6,953
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			16,746		17,166
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			96,514		98,242
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			20,245		20,749
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			123,615		125,734
Fannie Mae, Pool #990895, 5.50%, 10/1/2023			21,742		22,475
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			15,906		16,480

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®EXTENDED TERM SERIES	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #MA3463, 4.00%, 9/1/2033		1,927,542	$	1,964,358
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		730,062		751,265
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		441,361		454,191
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		103,013		110,021
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		272,931		297,329
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		237,280		257,046
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		14,284		15,593
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		587,146		640,566
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		22,890		25,025
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		367,809		393,554
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		477,892		494,888
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		291,567		317,239
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		550,178		600,202
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		797,594		803,644
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		651,325		656,275
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		1,232,289		1,274,451
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		671,753		676,837
Fannie Mae, Pool #AS3622, 3.50%, 10/1/2044		2,250,173		2,199,821
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		536,792		550,170
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		729,272		753,918
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		553,698		555,399
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		1,718,073		1,679,619
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		752,205		735,136
Fannie Mae, Pool #MA2670, 3.00%, 7/1/2046		519,158		491,722
Fannie Mae, Pool #MA2705, 3.00%, 8/1/2046		1,028,598		974,185
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		759,297		759,875
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		920,947		949,898
Fannie Mae, Pool #CA1922, 5.00%, 6/1/2048		2,234,865		2,334,991
Fannie Mae, Pool #BK9598, 4.50%, 8/1/2048		670,180		686,826
Fannie Mae, Pool #CA2219, 5.00%, 8/1/2048		1,271,547		1,328,450
Fannie Mae, Pool #CA2373, 5.00%, 9/1/2048		1,347,398		1,407,626
Fannie Mae, Pool #AL8674, 5.654%, 1/1/2049		1,416,452		1,508,241
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		20,226		20,388
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		22,258		22,776
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		15,624		16,059
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		12,116		12,485
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		21,431		22,082
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		9,344		9,599
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		441,701		454,867
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034		408,513		423,519
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034		476,453		490,545
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		127,369		140,028
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		191,722		205,761
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		241,984		259,000
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		555,149		592,845
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		509,445		544,791
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		156,950		172,634
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,394,213		1,444,660
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		638,454		639,711

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

Investment Portfolio - October 31, 2018

PRO-BLEND^®EXTENDED TERM SERIES

PRINCIPAL
AMOUNT³/

VALUE

(NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)

Freddie Mac, Pool #Q33778, 4.00%, 6/1/2045

676,341

678,144

TOTAL U.S. GOVERNMENT AGENCIES

(Identified Cost $34,040,103)

33,209,562

SHORT-TERM INVESTMENT - 0.4%

Dreyfus Government Cash Management, Institutional Shares¹⁰, 2.05%,
(Identified Cost $2,479,350)

2,479,350

2,479,350

TOTAL INVESTMENTS IN SECURITIES - 99.4%
(Identified Cost $538,853,623)

549,552,558

TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $211,174)

(308,007

)

TOTAL INVESTMENTS - 99.4%

549,244,551

OTHER ASSETS, LESS LIABILITIES - 0.6%

3,409,656

NET ASSETS - 100%

552,654,207

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar


EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION DATE		EXERCISE PRICE		NOTIONAL AMOUNT³ (000)		VALUE
Call
Booking Holdings, Inc.		7		11/09/18	$	1,960.00		1,312	$	(28,000	)
Qorvo, Inc.		177		11/16/18		77.50		1,301		(38,055	)
Alphabet, Inc. - Class C		17		11/23/18		1,110.00		1,831		(37,400	)


										(103,455	)


Put
lululemon athletica, Inc.		97		11/09/18		149.00		1,365		(79,055	)
Mastercard, Inc. - Class A		97		11/09/18		197.50		1,917		(37,830	)
Medtronic plc		214		11/16/18		90.00		1,922		(31,030	)
Microsoft Corp.		187		11/16/18		100.00		1,997		(17,017	)
Qorvo, Inc.		283		11/16/18		67.50		2,080		(39,620	)


										(204,552	)


TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(308,007	)

*Non-income producing security.

## Less than 0.1%.

¹A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2018, the total value of such securities was $11,059,598.

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 $47,071,812, or 8.5% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

³Amount is stated in USD unless otherwise noted.

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

Investment Portfolio - October 31, 2018

⁴Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

⁵Step coupon rate security - Rate steps up/down by 25 basis points upon rating downgrade/upgrade by Moody’s and S&P rating agencies (Subject to a maximum of 100 basis points per agency, 200 basis points maximum).

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, 2018.

⁷Security is perpetual in nature and has no stated maturity date.

⁸Illiquid security - This security was acquired November 3, 2017 at a cost of $198,500 ($99.25 per share). This security has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $203,316, or less than 0.1% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

¹⁰Rate shown is the current yield as of October 31, 2018.

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

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

October 31, 2018


ASSETS:

Investments in securities, at value (identified cost $538,853,623) (Note 2)	$	549,552,558
Foreign currency, at value (identified cost $66,212)		66,085
Receivable for securities sold		7,431,218
Interest receivable		2,147,296
Foreign tax reclaims receivable		411,713
Dividends receivable		132,914
Receivable for fund shares sold		103,444
Prepaid and other expenses		21,508


TOTAL ASSETS		559,866,736


LIABILITIES:

Accrued management fees (Note 3)		350,180
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		98,106
Accrued shareholder services fees (Class S) (Note 3)		67,102
Accrued fund accounting and administration fees (Note 3)		42,365
Accrued Chief Compliance Officer service fees (Note 3)		402
Options written, at value (premiums received $211,174) (Note 2)		308,007
Payable for securities purchased		5,460,686
Payable for fund shares repurchased		753,791
Other payables and accrued expenses		131,890


TOTAL LIABILITIES		7,212,529


TOTAL NET ASSETS	$	552,654,207


NET ASSETS CONSIST OF:

Capital stock	$	442,653
Additional paid-in-capital		507,887,105
Total distributable earnings		44,324,449


TOTAL NET ASSETS	$	552,654,207

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

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

October 31, 2018



NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($308,333,659/ 18,295,440 shares)	$	16.85


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($126,834,318/ 14,036,578 shares)	$	9.04


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($11,137,759/ 1,057,094 shares)	$	10.54


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($106,348,471/ 10,876,233 shares)	$	9.78

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

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

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Interest	$	9,666,393
Dividends (net of foreign taxes withheld, $270,468)		3,726,676


Total Investment Income		13,393,069


EXPENSES:

Management fees (Note 3)		4,708,799
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,199,419
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		64,617
Shareholder services fees (Class S) (Note 3)		898,988
Fund accounting and administration fees (Note 3)		153,798
Directors’ fees (Note 3)		49,281
Chief Compliance Officer service fees (Note 3)		4,385
Custodian fees		57,904
Miscellaneous		408,901


Total Expenses		7,546,092
Less reduction of expenses (Note 3)		(50,028	)


Net Expenses		7,496,064


NET INVESTMENT INCOME		5,897,005


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

Net realized gain (loss) on-
Investments in securities		30,252,225
Options written		1,186,411
Foreign currency and translation of other assets and liabilities		(11,092	)


		31,427,544


Net change in unrealized appreciation (depreciation) on-
Investments in securities		(43,500,338	)
Options written		(153,245	)
Foreign currency and translation of other assets and liabilities		7,391


		(43,646,192	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(12,218,648	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,321,643	)

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

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


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,897,005		$	8,264,146
Net realized gain (loss) on investments and foreign currency		31,427,544			71,758,599
Net realized gain (loss) from in-kind redemptions		—			17,004,207
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(43,646,192	)		3,708,567


Net increase (decrease) from operations		(6,321,643	)		100,735,519


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(24,072,437	)		(6,821,681	)
Class I		(15,480,841	)		(11,326,322	)
Class R		(1,300,676	)		(483,395	)
Class R2		(12,321,868	)		(2,541,143	)


Total distributions to shareholders		(53,175,822	)		(21,172,541	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(80,709,339	)		(443,218,271	)


Net decrease in net assets		(140,206,804	)		(363,655,293	)

NET ASSETS:

Beginning of year		692,861,011			1,056,516,304


End of year	$	552,654,207		$	692,861,011

* For the year ended October 31, 2017, the distributions to shareholders from net investment income and net realized gain were $2,292,566 and $4,529,115 (Class S), $5,110,490 and $6,215,832 (Class I), $145,224 and $338,171 (Class R), $329,287 and $2,211,856 (Class R2), respectively.

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

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	18.22		$	16.62		$	16.42		$	18.28		$	18.10

Income (loss) from investment operations:
Net investment income¹		0.18			0.15			0.14			0.16			0.19
Net realized and unrealized gain (loss) on investments		(0.43	)		1.70			0.37			(0.56	)		1.02


Total from investment operations		(0.25	)		1.85			0.51			(0.40	)		1.21


Less distributions to shareholders:
From net investment income		(0.10	)		(0.09	)		(0.09	)		(0.11	)		(0.13	)
From net realized gain on investments		(1.02	)		(0.16	)		(0.22	)		(1.35	)		(0.90	)


Total distributions to shareholders		(1.12	)		(0.25	)		(0.31	)		(1.46	)		(1.03	)


Net asset value - End of year	$	16.85		$	18.22		$	16.62		$	16.42		$	18.28


Net assets - End of year (000’s omitted)	$	308,334		$	400,117		$	498,344		$	718,811		$	872,014


Total return²		(1.47	%)		11.26	%		3.23	%		(2.16	%)		7.08	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.10	%		1.08	%		1.07	%		1.07	%		1.06	%
Net investment income		1.03	%		0.89	%		0.86	%		0.96	%		1.04	%
Series portfolio turnover		75	%		79	%		63	%		66	%		65	%

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

		0.01	%		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.

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

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.31		$	9.53		$	9.57		$	11.30		$	11.60
Income (loss) from investment operations:
Net investment income¹		0.12			0.11			0.10			0.12			0.15
Net realized and unrealized gain (loss) on investments		(0.22	)		0.96			0.21			(0.34	)		0.62


Total from investment operations		(0.10	)		1.07			0.31			(0.22	)		0.77


Less distributions to shareholders:
From net investment income		(0.15	)		(0.13	)		(0.13	)		(0.16	)		(0.17	)
From net realized gain on investments		(1.02	)		(0.16	)		(0.22	)		(1.35	)		(0.90	)


Total distributions to shareholders		(1.17	)		(0.29	)		(0.35	)		(1.51	)		(1.07	)


Net asset value - End of year	$	9.04		$	10.31		$	9.53		$	9.57		$	11.30


Net assets - End of year (000’s omitted)	$	126,834		$	147,257		$	386,926		$	545,570		$	659,331


Total return²		(1.15	%)		11.56	%		3.52	%		(1.91	%)		7.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.83	%		0.82	%		0.82	%		0.81	%
Net investment income		1.29	%		1.15	%		1.12	%		1.22	%		1.29	%
Series portfolio turnover		75	%		79	%		63	%		66	%		65	%

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

		0.01	%		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.

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

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.82		$	10.88		$	10.87		$	12.62		$	12.83
Income (loss) from investment operations:
Net investment income¹		0.09			0.07			0.06			0.08			0.10
Net realized and unrealized gain (loss) on investments		(0.26	)		1.10			0.24			(0.38	)		0.70


Total from investment operations		(0.17	)		1.17			0.30			(0.30	)		0.80


Less distributions to shareholders:
From net investment income		(0.09	)		(0.07	)		(0.07	)		(0.10	)		(0.11	)
From net realized gain on investments		(1.02	)		(0.16	)		(0.22	)		(1.35	)		(0.90	)


Total distributions to shareholders		(1.11	)		(0.23	)		(0.29	)		(1.45	)		(1.01	)


Net asset value - End of year	$	10.54		$	11.82		$	10.88		$	10.87		$	12.62


Net assets - End of year (000’s omitted)	$	11,138		$	15,358		$	24,692		$	40,379		$	65,563


Total return²		(1.65	%)		10.97	%		2.93	%		(2.39	%)		6.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.35	%		1.33	%		1.32	%		1.32	%		1.31	%
Net investment income		0.79	%		0.65	%		0.61	%		0.71	%		0.79	%
Series portfolio turnover		75	%		79	%		63	%		66	%		65	%

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

		0.01	%		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.

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

Financial Highlights - Pro-Blend^® Extended Term Series - Class R2*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.05		$	10.19		$	10.21		$	11.95		$	12.21

Income (loss) from investment operations:
Net investment income¹		0.03			0.01			0.01			0.02			0.03
Net realized and unrealized gain (loss) on investments		(0.24	)		1.03			0.22			(0.36	)		0.67


Total from investment operations		(0.21	)		1.04			0.23			(0.34	)		0.70


Less distributions to shareholders:
From net investment income		(0.04	)		(0.02	)		(0.03	)		(0.05	)		(0.06	)
From net realized gain on investments		(1.02	)		(0.16	)		(0.22	)		(1.35	)		(0.90	)


Total distributions to shareholders		(1.06	)		(0.18	)		(0.25	)		(1.40	)		(0.96	)


Net asset value - End of year	$	9.78		$	11.05		$	10.19		$	10.21		$	11.95


Net assets - End of year (000’s omitted)	$	106,348		$	130,130		$	146,554		$	165,898		$	164,191


Total return²		(2.13	%)		10.42	%		2.43	%		(2.91	%)		6.28	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.85	%		1.83	%		1.82	%		1.82	%		1.81	%
Net investment income		0.28	%		0.14	%		0.11	%		0.21	%		0.29	%
Series portfolio turnover		75	%		79	%		63	%		66	%		65	%

Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 shares. *For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

		0.01	%		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.

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

Performance Update as of October 31, 2018 - Pro-Blend^® Maximum Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			TEN YEAR
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S²		2.24	%		5.98	%		9.82	%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class I²		2.44	%		6.24	%		10.09	%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class R^2,3		1.99	%		5.72	%		9.56	%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class R2^2,3		1.40	%		5.19	%		9.00	%
Russell 3000^®Index⁴		6.60	%		10.81	%		13.35	%
65/20/15 Blended Index⁵		2.28	%		7.67	%		10.79	%

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, 2018 to the Russell 3000^® Index and the 65/20/15 Blended Index.

LOGO

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.

²The 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, 2018, 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 1.13% for Class S, 0.88% for Class I, 1.38% for Class R and 1.88% for Class R2 for the year ended October 31, 2018.

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

⁵The 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 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

Performance Update as of October 31, 2018 - Pro-Blend^® Maximum Term Series (unaudited)

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.

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

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD 5/1/18-10/31/18*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$986.69	$5.51	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$987.96	$4.26	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%
Class R
Actual	$1,000.00	$985.39	$6.76	1.35%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.40	$6.87	1.35%
Class R2
Actual	$1,000.00	$982.65	$9.25	1.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.88	$9.40	1.85%

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of October 31, 2018 (unaudited)

LOGO


Sector Allocation⁴
Health Care			16.0%
Consumer Staples			13.5%
Information Technology			12.5%
Consumer Discretionary			11.8%
Financials			8.3%
Communication Services			7.1%
Materials			6.5%
Industrials			5.4%
Real Estate			4.7%
Energy			3.6%
Utilities			0.2%

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


Top Ten Stock Holdings⁵
Qorvo, Inc.			1.9%
Medtronic plc			1.9%
Incyte Corp.			1.9%
Booking Holdings, Inc.			1.8%
Novartis AG - ADR (Switzerland)			1.7%
Mastercard, Inc. - Class A			1.7%
lululemon athletica, Inc.			1.7%
Visa, Inc. - Class A			1.6%
The Coca-Cola Co.			1.6%
Microsoft Corp.			1.5%

⁵As a percentage of total investments.

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 85.1%

Communication Services - 6.6%
Diversified Telecommunication Services - 1.2%
Orange S.A. (France)		2,440	$	38,084
Telefonica Brasil S.A. (Brazil)		2,600		30,105
Zayo Group Holdings, Inc.*		162,240		4,847,731


				4,915,920

Entertainment - 0.9%
Electronic Arts, Inc.*		38,415		3,494,997
NetEase, Inc. - ADR (China)		490		101,846
Nexon Co. Ltd. (Japan)*		8,300		94,680
Toho Co. Ltd. - Tokyo (Japan)		1,600		52,201
Vivendi S.A. (France)		1,260		30,389


				3,774,113

Interactive Media & Services - 3.0%
Alphabet, Inc. - Class A*		3,225		3,517,121
Alphabet, Inc. - Class C*		3,265		3,515,654
Tencent Holdings Ltd. - Class H (China)		148,474		5,086,610


				12,119,385

Media - 1.4%
Hakuhodo DY Holdings, Inc. (Japan)		3,200		53,372
Quebecor, Inc. - Class B (Canada)		155,370		3,047,327
Shaw Communications, Inc. - Class B (Canada)		147,415		2,744,610


				5,845,309

Wireless Telecommunication Services - 0.1%
KDDI Corp. (Japan)		4,200		101,639
NTT DOCOMO, Inc. (Japan)		4,000		99,195


				200,834


Total Communication Services				26,855,561

Consumer Discretionary - 11.2%
Auto Components - 0.0%##
Nemak S.A.B. de C.V. (Mexico)¹		104,800		75,685
NGK Spark Plug Co. Ltd. (Japan)		2,700		54,635


				130,320

Automobiles - 0.1%
Geely Automobile Holdings Ltd. (China)		43,000		82,861
Isuzu Motors Ltd. (Japan)		4,000		52,442
Peugeot S.A. (France)		655		15,570
Renault S.A. (France)		285		21,282
Suzuki Motor Corp. (Japan)		2,300		114,693


				286,848

Diversified Consumer Services - 0.1%
China Maple Leaf Educational Systems Ltd. (China)		126,000		54,685
China Yuhua Education Corp. Ltd. (China)¹		194,000		78,226
Fu Shou Yuan International Group Ltd. (China)		172,000		132,184
New Oriental Education & Technology Group, Inc. - ADR (China)*		1,950		114,094
TAL Education Group - ADR (China)*		1,630		47,237
Wisdom Education International Holdings Co. Ltd. (China)		122,000		54,903


				481,329

Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)		2,450		111,946
Basic-Fit N.V. (Netherlands)*¹		2,555		73,562


				185,508

Household Durables - 0.0%##
Sekisui Chemical Co. Ltd. (Japan)		3,400		53,468
Techtronic Industries Co. Ltd. (Hong Kong)		11,000		51,796


				105,264

Internet & Direct Marketing Retail - 3.9%
Alibaba Group Holding Ltd. - ADR (China)*		32,385		4,607,738
Amazon.com, Inc.*		2,615		4,178,796
Booking Holdings, Inc.*		3,875		7,263,998
Despegar.com Corp. (Argentina)*		1,990		31,979


				16,082,511

Leisure Products - 0.1%
Bandai Namco Holdings, Inc. (Japan)		2,900		103,167
Yamaha Corp. (Japan)		2,500		109,861


				213,028

Multiline Retail - 0.0%##
El Puerto de Liverpool SAB de C.V. (Mexico)		7,095		45,057
Lojas Americanas S.A. (Brazil)		4,700		23,503
Lojas Renner S.A. (Brazil)		3,085		31,235
Magazine Luiza S.A. (Brazil)		500		22,627
Next plc (United Kingdom)		755		50,157


				172,579

Specialty Retail - 4.6%
AutoZone, Inc.*		7,380		5,413,009
Dick’s Sporting Goods, Inc.		128,055		4,529,305
Fast Retailing Co. Ltd. (Japan)		100		50,351
Industria de Diseno Textil S.A. (Spain)		108,280		3,051,823
Nitori Holdings Co. Ltd. (Japan)		400		52,229
O’Reilly Automotive, Inc.*		8,670		2,780,902

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail (continued)
Ulta Beauty, Inc.*		10,140	$	2,783,633
USS Co. Ltd. (Japan)		2,900		52,292


				18,713,544

Textiles, Apparel & Luxury Goods - 2.3%
ANTA Sports Products Ltd. (China)		19,000		78,442
Burberry Group plc (United Kingdom)		2,285		52,873
Hermes International (France)		90		51,381
Kering S.A. (France)		105		46,671
lululemon athletica, Inc.*		48,211		6,784,734
LVMH Moet Hennessy Louis Vuitton SE (France)		345		104,674
Moncler S.p.A (Italy)		1,455		50,529
NIKE, Inc. - Class B		31,015		2,327,366


				9,496,670


Total Consumer Discretionary				45,867,601

Consumer Staples - 13.4%
Beverages - 5.2%
Ambev S.A. - ADR (Brazil)		911,262		3,945,764
Ambev S.A. (Brazil)		17,600		76,803
Anheuser-Busch InBev S.A./N.V. (Belgium)		42,367		3,133,504
The Coca-Cola Co.		135,667		6,495,736
Diageo plc (United Kingdom)		95,615		3,305,556
Fomento Economico Mexicano SAB de C.V. (Mexico)		5,500		46,849
PepsiCo, Inc.		35,920		4,036,690
Pernod Ricard S.A. (France)		305		46,508
Treasury Wine Estates Ltd. (Australia)		15,875		170,872


				21,258,282

Food & Staples Retailing - 0.1%
Atacadao Distribuicao Comercio e Industria Ltda. (Brazil)		5,600		22,827
Matsumotokiyoshi Holdings Co. Ltd. (Japan)		2,200		79,538
Tsuruha Holdings, Inc. (Japan)		500		52,185
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		37,500		95,886
Wesfarmers Ltd. (Australia)		1,565		51,829


				302,265

Food Products - 3.4%
Barry Callebaut AG (Switzerland)		25		48,864
Campbell Soup Co.		94,221		3,524,808
Chocoladefabriken Lindt & Spruengli AG (Switzerland)		16		110,309
Danone S.A. (France)		3,091		218,883
Grupo Bimbo S.A.B. de C.V. - Series A (Mexico)		20,625		38,563
Kerry Group plc - Class A (Ireland)		1,580		161,688
Kikkoman Corp. (Japan)		1,900		104,096
Mondelez International, Inc. - Class A		123,115		5,168,368
Nestle S.A. (Switzerland)		56,415		4,762,730


				14,138,309

Household Products - 0.7%
Colgate-Palmolive Co.		45,805		2,727,688
Henkel AG & Co. KGaA (Germany)		545		53,387
Kimberly-Clark de Mexico S.A.B. de C.V. - Class A (Mexico)		48,800		70,317
Lion Corp. (Japan)		4,000		75,203


				2,926,595

Personal Products - 2.2%
Beiersdorf AG (Germany)		40,030		4,138,974
Kao Corp. (Japan)		800		53,218
Kobayashi Pharmaceutical Co. Ltd. (Japan)		800		52,178
L’Oreal S.A. (France)		485		109,273
Unilever plc - ADR (United Kingdom)		90,404		4,789,604


				9,143,247

Tobacco - 1.8%
Altria Group, Inc.		47,315		3,077,368
British American Tobacco plc - ADR (United Kingdom)		2,895		125,643
KT&G Corp. (South Korea)		595		53,057
Philip Morris International, Inc.		44,825		3,947,738
Swedish Match AB (Sweden)		1,090		55,523


				7,259,329


Total Consumer Staples				55,028,027

Energy - 2.8%
Energy Equipment & Services - 2.4%
Core Laboratories N.V.		850		72,454
Diamond Offshore Drilling, Inc.*		84,040		1,191,687
Ensco plc - Class A		344,000		2,456,160
Schlumberger Ltd.		82,423		4,229,124
Transocean Ltd.*		175,225		1,929,227


				9,878,652

Oil, Gas & Consumable Fuels - 0.4%
Cameco Corp. (Canada)		7,425		79,596
Canadian Natural Resources Ltd. (Canada)		3,935		107,966
China Petroleum & Chemical Corp. - Class H (China)		136,000		110,782
Eni S.p.A. (Italy)		6,485		115,171

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Galp Energia SGPS S.A. (Portugal)		12,485	$	217,091
Repsol S.A. (Spain)		10,405		185,924
Royal Dutch Shell plc - Class B - ADR (Netherlands)		3,505		230,314
SK Innovation Co. Ltd. (South Korea)		475		89,143
Suncor Energy, Inc. (Canada)		3,055		102,479
TOTAL S.A. (France)		3,145		184,533
Vermilion Energy, Inc. (Canada)		4,250		112,703
Woodside Petroleum Ltd. (Australia)		4,480		110,299


				1,646,001


Total Energy				11,524,653

Financials - 7.2%
Banks - 2.0%
Banco Bradesco S.A. (Brazil)		8,100		74,220
Banco Comercial Portugues S.A. (Portugal)*		293,060		78,829
Banco do Brasil S.A. (Brazil)		3,200		36,673
Banco Santander Brasil S.A. (Brazil)		3,200		36,286
The Bank Of N.T. Butterfield & Son Ltd. (Bermuda)		1,495		60,234
Bankia S.A. (Spain)		495,448		1,556,222
Bankinter S.A. (Spain)		13,275		108,762
BNP Paribas S.A. (France)		1,505		78,431
CaixaBank S.A. (Spain)		689,875		2,791,710
Credit Agricole S.A. (France)		1,720		22,029
Erste Group Bank AG (Austria)		1,875		76,326
FinecoBank Banca Fineco S.p.A. (Italy)		281,835		2,945,619
Itau Unibanco Holding S.A. (Brazil)		5,600		73,944
Itausa - Investimentos Itau S.A. (Brazil)		12,500		37,619
Jyske Bank A/S (Denmark)		1,730		70,638
KBC Group N.V. (Belgium)		1,090		75,118
Societe Generale S.A. (France)		990		36,291
Sydbank A/S (Denmark)		2,505		57,859


				8,216,810

Capital Markets - 4.1%
B3 S.A. - Brasil Bolsa Balcao (Brazil)		5,400		38,728
BlackRock, Inc.		11,825		4,865,042
Cboe Global Markets, Inc.		9,710		1,095,774
The Charles Schwab Corp.		79,660		3,683,478
CME Group, Inc.		5,985		1,096,691
E*TRADE Financial Corp.		43,195		2,134,697
Intercontinental Exchange, Inc.		13,395		1,031,951
Japan Exchange Group, Inc. (Japan)		4,400		78,807
Julius Baer Group Ltd. (Switzerland)		56,300		2,567,549


				16,592,717

Diversified Financial Services - 1.1%
Berkshire Hathaway, Inc. - Class B*		20,745		4,258,534

Insurance - 0.0%##
Admiral Group plc (United Kingdom)		2,055		52,826
AXA S.A. (France)		2,595		64,944
BB Seguridade Participacoes S.A. (Brazil)		3,800		27,192


				144,962

Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)		1,990		74,030


Total Financials				29,287,053

Health Care - 15.8%
Biotechnology - 4.7%
BioMarin Pharmaceutical, Inc.*		51,698		4,765,005
Incyte Corp.*		116,765		7,568,707
Regeneron Pharmaceuticals, Inc.*		7,280		2,469,667
Seattle Genetics, Inc.*		47,115		2,644,565
Vertex Pharmaceuticals, Inc.*		11,472		1,944,045


				19,391,989

Health Care Equipment & Supplies - 2.9%
Coloplast A/S - Class B (Denmark)		1,120		104,511
EssilorLuxottica (France)		790		107,896
Hoya Corp. (Japan)		1,000		56,576
Intuitive Surgical, Inc.*		6,610		3,445,000
Medtronic plc		84,810		7,617,634
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)		63,510		56,889
Smith & Nephew plc (United Kingdom)		3,075		49,984
Sonova Holding AG (Switzerland)		315		51,372
Terumo Corp. (Japan)		2,000		107,964
William Demant Holding A/S (Denmark)*		1,690		55,553


				11,653,379

Health Care Providers & Services - 0.8%
DaVita, Inc.*		50,220		3,381,815

Life Sciences Tools & Services - 1.4%
QIAGEN N.V.*		84,583		3,070,363
QIAGEN N.V.*		2,668		96,844
Tecan Group AG (Switzerland)		170		38,350
Thermo Fisher Scientific, Inc.		10,565		2,468,512


				5,674,069

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals - 6.0%
Astellas Pharma, Inc. (Japan)		3,400	$	52,531
Bristol-Myers Squibb Co.		29,675		1,499,774
Chugai Pharmaceutical Co. Ltd. (Japan)		1,800		105,384
Johnson & Johnson		43,405		6,076,266
Merck & Co., Inc.		28,480		2,096,413
Merck KGaA (Germany)		20,860		2,232,076
Mylan N.V.*		42,015		1,312,969
Novartis AG - ADR (Switzerland)		79,500		6,953,070
Novartis AG (Switzerland)		2,420		211,925
Novo Nordisk A/S - Class B (Denmark)		1,270		54,847
Perrigo Co. plc		53,240		3,742,772
Sanofi (France)		1,410		125,998


				24,464,025


Total Health Care				64,565,277

Industrials - 4.8%
Aerospace & Defense - 0.1%
Airbus S.E. (France)		755		83,438
BAE Systems plc (United Kingdom)		17,985		120,595
MTU Aero Engines AG (Germany)		260		55,206
Safran S.A. (France)		435		56,214
Thales S.A. (France)		120		15,326


				330,779

Air Freight & Logistics - 1.0%
FedEx Corp.		18,645		4,108,239

Airlines - 0.0%##
Ryanair Holdings plc - ADR (Ireland)*		690		57,132

Building Products - 0.0%##
Cie de Saint-Gobain (France)		590		22,226
TOTO Ltd. (Japan)		1,500		53,664


				75,890

Commercial Services & Supplies - 1.0%
Advanced Disposal Services, Inc.*		155,660		4,216,829
Secom Co. Ltd. (Japan)		600		49,123


				4,265,952

Construction & Engineering - 1.0%
FLSmidth & Co. A/S (Denmark)		421		22,090
Vinci S.A. (France)		44,530		3,963,121


				3,985,211

Electrical Equipment - 0.0%##
Schneider Electric SE (France)		755		54,595

Industrial Conglomerates - 0.0%##
Siemens AG (Germany)		1,265		145,407

Machinery - 0.3%
Epiroc AB - Class A (Sweden)*		10,385		91,195
FANUC Corp. (Japan)		491		85,418
Hoshizaki Corp. (Japan)		1,100		88,793
Hyundai Heavy Industries Co. Ltd. (South Korea)*		725		79,752
Hyundai Mipo Dockyard Co. Ltd. (South Korea)*		940		77,964
Jungheinrich AG (Germany)		2,215		73,387
KION Group AG (Germany)		1,945		113,657
Kone OYJ - Class B (Finland)		1,100		53,542
Makita Corp. (Japan)		1,300		44,944
Metso OYJ (Finland)		3,064		96,736
MISUMI Group, Inc. (Japan)		2,700		54,110
Samsung Heavy Industries Co. Ltd. (South Korea)*		6,270		38,468
Schindler Holding AG (Switzerland)		505		106,487
WEG S.A. (Brazil)		4,700		22,745
The Weir Group plc (United Kingdom)		9,670		195,687


				1,222,885

Professional Services - 0.5%
Equifax, Inc.		17,150		1,739,696
Experian plc (United Kingdom)		2,300		52,898
Recruit Holdings Co. Ltd. (Japan)		4,300		115,410
Teleperformance (France)		310		51,054
Wolters Kluwer N.V. (Netherlands)		925		52,479


				2,011,537

Road & Rail - 0.8%
Canadian National Railway Co. (Canada)		620		53,002
Genesee & Wyoming, Inc. - Class A*		39,290		3,112,947


				3,165,949

Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)		3,050		75,295
Brenntag AG (Germany)		1,207		63,035
Kanamoto Co. Ltd. (Japan)		2,300		76,856


				215,186

Transportation Infrastructure - 0.0%##
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		10,200		53,422
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		570		47,242


				100,664


Total Industrials				19,739,426

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology - 12.5%
Electronic Equipment, Instruments & Components - 1.0%
Cognex Corp.		42,095	$	1,803,350
Halma plc (United Kingdom)		4,770		80,949
Hexagon A.B. - Class B (Sweden)		2,220		108,655
Keyence Corp. (Japan)		4,392		2,145,579
Yokogawa Electric Corp. (Japan)		2,700		53,012


				4,191,545

IT Services - 4.9%
Amadeus IT Group S.A. (Spain)		635		51,133
Amdocs Ltd.		67,105		4,245,733
Capgemini SE (France)		190		23,200
InterXion Holding N.V. (Netherlands)*		34,955		2,057,801
Mastercard, Inc. - Class A		34,400		6,799,848
Nomura Research Institute Ltd. (Japan)		2,500		110,834
Obic Co. Ltd. (Japan)		1,300		118,352
Otsuka Corp. (Japan)		1,600		53,070
Visa, Inc. - Class A		47,455		6,541,672


				20,001,643

Semiconductors & Semiconductor Equipment - 2.4%
Qorvo, Inc.*		106,325		7,815,951
Skyworks Solutions, Inc.		25,020		2,170,735


				9,986,686

Software - 4.2%
Adobe, Inc.*		18,530		4,553,933
Check Point Software Technologies Ltd. (Israel)*		950		105,450
Dassault Systemes S.E. (France)		180		22,533
Microsoft Corp.		58,700		6,269,747
Oracle Corp. (Japan)		800		54,151
SAP SE (Germany)		485		51,930
ServiceNow, Inc.*		31,915		5,777,892
Trend Micro, Inc. (Japan)		1,900		109,375


				16,945,011


Total Information Technology				51,124,885

Materials - 6.2%
Chemicals - 2.8%
Air Liquide S.A. (France)		560		67,696
Akzo Nobel N.V. (Netherlands)		44,955		3,774,627
Asahi Kasei Corp. (Japan)		4,400		52,793
Axalta Coating Systems Ltd.*		85,350		2,106,438
CF Industries Holdings, Inc.		60,000		2,881,800
Croda International plc (United Kingdom)		1,873		115,369
FUCHS PETROLUB S.E. (Germany)		606		28,051
Givaudan S.A. (Switzerland)		20		48,478
Mexichem S.A.B. de C.V. (Mexico)		35,965		94,068
Nissan Chemical Corp. (Japan)		1,100		51,866
Novozymes A/S - Class B (Denmark)		1,075		53,089
Olin Corp.		89,205		1,801,941
Solvay S.A. (Belgium)		1,470		167,443


				11,243,659

Containers & Packaging - 2.0%
Ball Corp.		77,785		3,484,768
Crown Holdings, Inc.*		34,110		1,442,512
DS Smith plc (United Kingdom)		22,730		114,050
Sealed Air Corp.		101,355		3,279,848


				8,321,178

Metals & Mining - 1.4%
Antofagasta plc (Chile)		99,455		995,547
First Quantum Minerals Ltd. (Zambia)		11,065		110,444
Freeport-McMoRan, Inc.		152,045		1,771,324
Lundin Mining Corp. (Chile)		209,695		861,749
Southern Copper Corp. (Peru)		56,825		2,178,670


				5,917,734


Total Materials				25,482,571

Real Estate - 4.5%
Equity Real Estate Investment Trusts (REITS) - 4.5%
Acadia Realty Trust		855		23,803
Agree Realty Corp.		695		39,803
Alexandria Real Estate Equities, Inc.		200		24,446
American Campus Communities, Inc.		635		25,089
American Homes 4 Rent - Class A		4,885		102,927
American Tower Corp.		36,675		5,714,332
Americold Realty Trust		890		22,028
Apartment Investment & Management Co. - Class A		1,800		77,472
Apple Hospitality REIT, Inc.		2,410		38,970
AvalonBay Communities, Inc.		1,110		194,672
Boston Properties, Inc.		1,195		144,308
Brandywine Realty Trust		6,085		85,555
CatchMark Timber Trust, Inc. - Class A		1,788		15,824
Chesapeake Lodging Trust		1,245		36,591
Colony Capital, Inc.		5,787		33,970
Community Healthcare Trust, Inc.		1,550		46,066
CoreCivic, Inc.		2,845		63,899
Cousins Properties, Inc.		10,595		88,044
Crown Castle International Corp.		675		73,400
CubeSmart		675		19,562
Digital Realty Trust, Inc.		1,430		147,662

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	SHARES/ PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
EastGroup Properties, Inc.		240	$	22,990
Equinix, Inc.		8,405		3,183,310
Equity LifeStyle Properties, Inc.		555		52,553
Equity Residential		2,320		150,707
Essex Property Trust, Inc.		390		97,804
Extra Space Storage, Inc.		550		49,533
Federal Realty Investment Trust		195		24,190
First Industrial Realty Trust, Inc.		1,280		39,296
Getty Realty Corp.		1,495		40,111
HCP, Inc.		2,830		77,966
Healthcare Realty Trust, Inc.		1,800		50,148
Healthcare Trust of America, Inc. - Class A		2,055		53,964
Hibernia REIT plc (Ireland)		26,485		41,697
Host Hotels & Resorts, Inc.		4,945		94,499
Independence Realty Trust, Inc.		4,390		43,505
Invitation Homes, Inc.		4,251		93,012
Jernigan Capital, Inc.		2,450		47,946
Kimco Realty Corp.		2,090		33,628
Lamar Advertising Co. - Class A		440		32,261
Lexington Realty Trust		4,480		34,810
Liberty Property Trust		1,995		83,531
The Macerich Co.		340		17,551
Mid-America Apartment Communities, Inc.		795		77,679
National Retail Properties, Inc.		925		43,244
National Storage Affiliates Trust		735		19,573
Outfront Media, Inc.		1,365		24,188
Physicians Realty Trust		6,235		103,376
Plymouth Industrial REIT, Inc.		1,770		24,780
Prologis, Inc.		3,115		200,824
Public Storage		620		127,391
Realty Income Corp.		405		24,409
SBA Communications Corp.*		31,860		5,166,736
Simon Property Group, Inc.		1,440		264,269
STAG Industrial, Inc.		1,975		52,258
STORE Capital Corp.		825		23,950
Sun Communities, Inc.		1,020		102,479
Sunstone Hotel Investors, Inc.		3,830		55,420
Tier REIT, Inc.		3,650		79,096
UDR, Inc.		2,470		96,799
UMH Properties, Inc.		1,820		26,081
Unibail-Rodamco-Westfield (France)		800		144,767
Urban Edge Properties		4,055		83,087
Ventas, Inc.		830		48,173
VEREIT, Inc.		5,665		41,524
Vornado Realty Trust		1,755		119,480
Weingarten Realty Investors		2,120		59,614
Welltower, Inc.		1,045		69,043


				18,461,675

Real Estate Management & Development - 0.0%##
Daito Trust Construction Co. Ltd. (Japan)		400		52,735
StorageVault Canada, Inc. (Canada)		6,655		13,043


				65,778


Total Real Estate				18,527,453

Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.0%##
China Longyuan Power Group Corp. Ltd. - Class H (China)		17,000		12,937
Engie Brasil Energia S.A. (Brazil)		2,100		22,459
Huaneng Renewables Corp. Ltd. - Class H (China)		264,438		68,060


				103,456

Multi-Utilities - 0.0%##
Engie S.A. (France)		2,220		29,497

Water Utilities - 0.1%
Guangdong Investment Ltd. (China)		58,000		103,836


Total Utilities				236,789


TOTAL COMMON STOCKS (Identified Cost $320,105,515)				348,239,296


CORPORATE BONDS - 4.3%

Non-Convertible Corporate Bonds - 4.3%
Communication Services - 0.5%
Diversified Telecommunication Services - 0.3%
AT&T, Inc., 4.25%, 3/1/2027		450,000		436,393
Verizon Communications, Inc., 5.50%, 3/16/2047		660,000		687,702


				1,124,095

Media - 0.1%
CCO Holdings LLC - CCO Holdings Capital Corp.¹, 5.50%, 5/1/2026		80,000		78,000
Discovery Communications LLC, 5.20%, 9/20/2047		480,000		443,946
Telenet Finance Luxembourg Notes S.A.R.L (Belgium)¹, 5.50%, 3/1/2028		200,000		185,500


				707,446

Wireless Telecommunication Services - 0.1%
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		136,000		129,200
Inmarsat Finance plc (United Kingdom)¹, 4.875%, 5/15/2022		153,000		149,867

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Wireless Telecommunication Services (continued)
Sprint Communications, Inc.¹, 9.00%, 11/15/2018		27,000	$	27,054
Sprint Communications, Inc.¹, 7.00%, 3/1/2020		27,000		27,979


				334,100


Total Communication Services				2,165,641

Consumer Discretionary - 0.5%
Auto Components - 0.0%##
Techniplas LLC¹, 10.00%, 5/1/2020		75,000		70,500

Automobiles - 0.1%
General Motors Co.³, (3 mo. LIBOR US + 0.900%), 3.227%, 9/10/2021		440,000		439,364

Household Durables - 0.1%
Century Communities, Inc., 5.875%, 7/15/2025		124,000		112,220
LGI Homes, Inc.¹, 6.875%, 7/15/2026		90,000		85,500
Meritage Homes Corp., 5.125%, 6/6/2027		60,000		52,800
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		80,000		80,000
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		85,000		79,369
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		55,000		52,800
Weekley Homes LLC - Weekley Finance Corp., 6.625%, 8/15/2025		89,000		84,105


				546,794

Internet & Direct Marketing Retail - 0.2%
Booking Holdings, Inc., 3.60%, 6/1/2026		720,000		687,629

Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 7.00%, 2/15/2028		210,000		221,763
Macy’s Retail Holdings, Inc., 6.90%, 4/1/2029		210,000		220,287


				442,050


Total Consumer Discretionary				2,186,337

Consumer Staples - 0.0%##
Food & Staples Retailing - 0.0%##
C&S Group Enterprises LLC¹, 5.375%, 7/15/2022		60,000		57,900

Household Products - 0.0%##
First Quality Finance Co., Inc.¹, 5.00%, 7/1/2025		65,000		59,800


Total Consumer Staples				117,700

Energy - 0.8%
Energy Equipment & Services - 0.0%##
Shelf Drilling Holdings Ltd. (United Arab Emirates)¹, 8.25%, 2/15/2025		60,000		60,150
TerraForm Power Operating, LLC¹, 5.00%, 1/31/2028		55,000		49,156


				109,306

Oil, Gas & Consumable Fuels - 0.8%
American Midstream Partners LP - American Midstream Finance Corp.¹, 9.50%, 12/15/2021		85,000		83,300
Boardwalk Pipelines LP, 5.95%, 6/1/2026		650,000		679,193
DCP Midstream Operating LP¹, 5.35%, 3/15/2020		50,000		50,562
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		102,000		101,745
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		110,000		113,850
Genesis Energy LP - Genesis Energy Finance Corp., 5.625%, 6/15/2024		65,000		58,825
Jonah Energy LLC - Jonah Energy Finance Corp.¹, 7.25%, 10/15/2025		120,000		95,400
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		590,000		675,786
Rockies Express Pipeline, LLC¹, 5.625%, 4/15/2020		50,000		51,085
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		650,000		690,055
SemGroup Corp., 6.375%, 3/15/2025		60,000		58,050
Seven Generations Energy Ltd. (Canada)¹, 5.375%, 9/30/2025		62,000		57,815
Southwestern Energy Co.⁴, 6.20%, 1/23/2025		74,000		71,965
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.¹, 5.50%, 9/15/2024		55,000		55,344
W&T Offshore, Inc.¹, 9.75%, 11/1/2023		75,000		72,578
The Williams Companies, Inc., 3.75%, 6/15/2027		350,000		325,898


				3,241,451


Total Energy				3,350,757

Financials - 1.2%
Banks - 0.6%
Bank of America Corp., 4.00%, 1/22/2025		710,000		691,425
Citigroup, Inc., 8.125%, 7/15/2039		480,000		670,198
JPMorgan Chase & Co., 6.30%, 4/23/2019		680,000		691,012
Popular, Inc., 6.125%, 9/14/2023		85,000		86,003

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Santander Holdings USA, Inc., 4.50%, 7/17/2025		440,000	$	430,252


				2,568,890

Capital Markets - 0.2%
LPL Holdings, Inc.¹, 5.75%, 9/15/2025		85,000		82,556
Morgan Stanley³, (3 mo. LIBOR US + 1.220%), 3.563%, 5/8/2024		690,000		697,280


				779,836

Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		60,000		59,925
Navient Corp., 7.25%, 9/25/2023		50,000		51,750
SLM Corp., 5.125%, 4/5/2022		85,000		84,575


				196,250

Diversified Financial Services - 0.2%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 4.45%, 10/1/2025		450,000		439,421
FS Energy & Power Fund¹, 7.50%, 8/15/2023		95,000		96,330
Oxford Finance, LLC - Oxford Finance Co. - Issuer II, Inc.¹, 6.375%, 12/15/2022		90,000		91,238


				626,989

Insurance - 0.1%
Prudential Financial, Inc.⁵, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		440,000		457,820

Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.¹, 5.875%, 8/1/2021		55,000		55,412


Total Financials				4,685,197

Health Care - 0.2%
Health Care Providers & Services - 0.2%
DaVita, Inc., 5.00%, 5/1/2025		94,000		88,830
Fresenius Medical Care US Finance II, Inc. (Germany)¹, 5.625%, 7/31/2019		450,000		457,021
HCA, Inc., 5.375%, 9/1/2026		80,000		79,400
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.¹, 6.625%, 5/15/2022		60,000		57,660


Total Health Care				682,911

Industrials - 0.6%
Airlines - 0.0%##
Allegiant Travel Co., 5.50%, 7/15/2019		62,000		62,310
American Airlines Group, Inc.¹, 5.50%, 10/1/2019		50,000		50,548


				112,858

Commercial Services & Supplies - 0.1%
The ADT Security Corp., 5.25%, 3/15/2020		50,000		50,500
Covanta Holding Corp., 6.00%, 1/1/2027		75,000		72,375
W/S Packaging Holdings, Inc.¹, 9.00%, 4/15/2023		85,000		86,700


				209,575

Construction & Engineering - 0.0%##
Tutor Perini Corp.¹, 6.875%, 5/1/2025		97,000		97,121

Industrial Conglomerates - 0.1%
General Electric Co.^5,6, (3 mo. LIBOR US + 3.330%), 5.00%		330,000		305,662

Machinery - 0.1%
CNH Industrial Capital LLC, 3.375%, 7/15/2019		470,000		469,577

Marine - 0.1%
Borealis Finance, LLC¹, 7.50%, 11/16/2022		200,000		196,000
Global Ship Lease, Inc. (United Kingdom)¹, 9.875%, 11/15/2022		120,000		114,300


				310,300

Trading Companies & Distributors - 0.2%
Aircastle Ltd., 6.25%, 12/1/2019		35,000		35,971
Fortress Transportation & Infrastructure Investors, LLC¹, 6.50%, 10/1/2025		80,000		78,600
International Lease Finance Corp., 6.25%, 5/15/2019		530,000		538,453
Park Aerospace Holdings Ltd. (Ireland)¹, 4.50%, 3/15/2023		91,000		86,576


				739,600

Transportation Infrastructure - 0.0%##
Eagle Bulk Shipco, LLC, 8.25%, 11/28/2022		200,000		205,500


Total Industrials				2,450,193

Information Technology - 0.0%##
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		97,000		91,180

Materials - 0.2%
Chemicals - 0.0%##
LSB Industries, Inc.¹, 9.625%, 5/1/2023		100,000		103,750

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

Investment Portfolio - October 31, 2018


PRO-BLEND^®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT²/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.0%##
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)¹, 6.00%, 2/15/2025		200,000	$	187,500

Metals & Mining - 0.2%
Corp Nacional del Cobre de Chile (Chile)¹, 5.625%, 9/21/2035		315,000		333,859
Mountain Province Diamonds, Inc. (Canada)¹, 8.00%, 12/15/2022		145,000		147,175
Northwest Acquisitions ULC - Dominion Finco, Inc.¹, 7.125%, 11/1/2022		135,000		135,925


				616,959


Total Materials				908,209

Real Estate - 0.2%
Equity Real Estate Investment Trusts (REITS) - 0.2%
American Homes 4 Rent LP, 4.25%, 2/15/2028		480,000		453,713
Greystar Real Estate Partners, LLC¹, 5.75%, 12/1/2025		90,000		87,300
iStar, Inc., 5.25%, 9/15/2022		70,000		67,725


Total Real Estate				608,738

Utilities - 0.1%
Gas Utilities - 0.0%##
NGL Energy Partners LP - NGL Energy Finance Corp., 6.125%, 3/1/2025		90,000		81,900

Independent Power and Renewable Electricity Producers - 0.1%
Atlantica Yield plc (Spain)¹, 7.00%, 11/15/2019		215,000		221,450
Clearway Energy Operating, LLC, 5.00%, 9/15/2026		60,000		55,800
Drax Finco plc (United Kingdom)¹, 6.625%, 11/1/2025		200,000		199,500


Total Utilities				558,650


TOTAL CORPORATE BONDS (Identified Cost $18,337,109)				17,805,513


MUTUAL FUNDS - 0.1%

iShares MSCI Thailand ETF		3,571		309,606
iShares U.S. Real Estate ETF		765		59,754


TOTAL MUTUAL FUNDS (Identified Cost $381,018)				369,360


U.S. TREASURY SECURITIES - 9.6%

U.S. Treasury Bonds - 1.9%
U.S. Treasury Bond, 6.25%, 5/15/2030		1,748,000		2,263,045
U.S. Treasury Bond, 4.75%, 2/15/2037		2,748,000		3,308,549
U.S. Treasury Bond, 3.00%, 5/15/2047		1,150,000		1,065,143
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		1,179,262		1,047,470


Total U.S. Treasury Bonds (Identified Cost $8,437,190)				7,684,207

U.S. Treasury Notes - 7.7%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		4,804,325		4,722,438
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		1,147,217		1,104,491
U.S. Treasury Note, 1.625%, 4/30/2019		4,090,000		4,072,586
U.S. Treasury Note, 2.125%, 7/31/2024		8,480,000		8,074,550
U.S. Treasury Note, 1.625%, 5/15/2026		5,000,000		4,507,031
U.S. Treasury Note, 2.375%, 5/15/2027		4,877,000		4,603,240
U.S. Treasury Note, 2.75%, 2/15/2028		4,600,000		4,451,578


Total U.S. Treasury Notes (Identified Cost $32,061,342)				31,535,914


TOTAL U.S. TREASURY SECURITIES (Identified Cost $40,498,532)				39,220,121


SHORT-TERM INVESTMENT - 0.8%

Dreyfus Government Cash Management, Institutional Shares⁷, 2.05%, (Identified Cost $3,153,398)		3,153,398		3,153,398

TOTAL INVESTMENTS - 99.9% (Identified Cost $382,475,572)				408,787,688
OTHER ASSETS, LESS LIABILITIES - 0.1%				397,154

NET ASSETS - 100%			$	409,184,842

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

Investment Portfolio - October 31, 2018

ADR - American Depositary Receipt

ETF - Exchange-traded fund

*Non-income producing security.

## Less than 0.1%.

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 $4,511,484 or 1.1% of the Series’ net assets as of October 31, 2018 (see Note 2 to the financial statements).

²Amount is stated in USD unless otherwise noted.

³Floating rate security. Rate shown is the rate in effect as of October 31, 2018.

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, 2018.

⁶Security is perpetual in nature and has no stated maturity date.

⁷Rate shown is the current yield as of October 31, 2018.

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

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

October 31, 2018


ASSETS:

Investments, at value (identified cost $382,475,572) (Note 2)	$	408,787,688
Foreign currency, at value (identified cost $52,995)		52,777
Receivable for securities sold		5,210,217
Foreign tax reclaims receivable		646,399
Interest receivable		534,372
Receivable for fund shares sold		357,182
Dividends receivable		123,534
Prepaid expenses		21,570


TOTAL ASSETS		415,733,739


LIABILITIES:

Accrued management fees (Note 3)		250,617
Accrued shareholder services fees (Class S) (Note 3)		54,598
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		52,571
Accrued fund accounting and administration fees (Note 3)		30,710
Accrued Chief Compliance Officer service fees (Note 3)		402
Payable for securities purchased		5,741,828
Payable for fund shares repurchased		284,478
Other payables and accrued expenses		133,693


TOTAL LIABILITIES		6,548,897


TOTAL NET ASSETS	$	409,184,842


NET ASSETS CONSIST OF:

Capital stock	$	272,304
Additional paid-in-capital		337,175,688
Total distributable earnings		71,736,850


TOTAL NET ASSETS	$	409,184,842

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

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

October 31, 2018



NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($248,690,743/ 12,078,004 shares)	$	20.59


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($94,093,325/ 9,203,711 shares)	$	10.22


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($13,840,698/ 1,066,013 shares)	$	12.98


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($52,560,076/ 4,882,713 shares)	$	10.76

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

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

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $369,543)	$	4,985,970
Interest		1,690,205


Total Investment Income		6,676,175


EXPENSES:

Management fees (Note 3)		3,445,861
Shareholder services fees (Class S) (Note 3)		701,417
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		563,042
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		81,585
Fund accounting and administration fees (Note 3)		110,031
Directors’ fees (Note 3)		35,988
Chief Compliance Officer service fees (Note 3)		4,385
Custodian fees		55,981
Miscellaneous		385,882


Total Expenses		5,384,172
Less reduction of expenses (Note 3)		(136,336	)


Net Expenses		5,247,836


NET INVESTMENT INCOME		1,428,339


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

Net realized gain (loss) on-
Investments		46,111,454
Foreign currency and translation of other assets and liabilities		(25,959	)


		46,085,495


Net change in unrealized appreciation (depreciation) on-
Investments		(34,280,161	)
Foreign currency and translation of other assets and liabilities		(3,420	)


		(34,283,581	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		11,801,914


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,230,253

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

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


	FOR THE YEAR ENDED 10/31/18			FOR THE YEAR ENDED 10/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,428,339		$	3,344,535
Net realized gain (loss) on investments and foreign currency		46,085,495			69,826,631
Net realized gain (loss) from In-kind redemption transactions		—			19,818,286
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(34,283,581	)		23,288,158


Net increase from operations		13,230,253			116,277,610


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(21,869,531	)		(7,556,288	)
Class I		(15,572,505	)		(12,795,090	)
Class R		(1,807,537	)		(705,096	)
Class R2		(7,051,008	)		(1,906,119	)


Total distributions to shareholders		(46,300,581	)		(22,962,593	)*


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(51,635,718	)		(345,403,390	)


Net decrease in net assets		(84,706,046	)		(252,088,373	)

NET ASSETS:

Beginning of year		493,890,888			745,979,261


End of year	$	409,184,842		$	493,890,888

* For the year ended October 31, 2017, the distributions to shareholders from net investment income and net realized gain were $600,809 and $6,955,479 (Class S), $2,056,295 and $10,738,795 (Class I), $53,919 and $651,177 (Class R) and $55,249 and $1,850,870 (Class R2), respectively.

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

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


	FOR THE YEARS ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	21.71		$	18.71		$	18.30		$	20.86		$	21.01

Income (loss) from investment operations:
Net investment income¹		0.08			0.09			0.03			0.09			0.09
Net realized and unrealized gain (loss) on investments		0.42			3.32			0.59			(0.54	)		1.60


Total from investment operations		0.50			3.41			0.62			(0.45	)		1.69


Less distributions to shareholders:
From net investment income		(0.06	)		(0.04	)		(0.02	)		(0.05	)		(0.04	)
From net realized gain on investments		(1.56	)		(0.37	)		(0.19	)		(2.06	)		(1.80	)


Total distributions to shareholders		(1.62	)		(0.41	)		(0.21	)		(2.11	)		(1.84	)


Net asset value - End of year	$	20.59		$	21.71		$	18.71		$	18.30		$	20.86


Net assets - End of year (000’s omitted)	$	248,691		$	306,055		$	367,227		$	503,378		$	597,578


Total return²		2.24	%		18.60	%		3.45	%		(2.03	%)		8.80	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.10	%		1.10	%		1.08	%		1.08	%		1.07	%
Net investment income		0.35	%		0.45	%		0.15	%		0.45	%		0.45	%
Series portfolio turnover		63	%		85	%		49	%		59	%		74	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.03	%		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.

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

100

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.60		$	10.19		$	10.09		$	12.51		$	13.35

Income (loss) from investment operations:
Net investment income¹		0.07			0.08			0.04			0.08			0.09
Net realized and unrealized gain (loss) on investments		0.22			1.78			0.32			(0.33	)		0.96


Total from investment operations		0.29			1.86			0.36			(0.25	)		1.05


Less distributions to shareholders:
From net investment income		(0.11	)		(0.08	)		(0.07	)		(0.11	)		(0.09	)
From net realized gain on investments		(1.56	)		(0.37	)		(0.19	)		(2.06	)		(1.80	)


Total distributions to shareholders		(1.67	)		(0.45	)		(0.26	)		(2.17	)		(1.89	)


Net asset value - End of year	$	10.22		$	11.60		$	10.19		$	10.09		$	12.51


Net assets - End of year (000’s omitted)	$	94,093		$	114,391		$	301,846		$	390,931		$	504,866


Total return²		2.44	%		18.97	%		3.69	%		(1.82	%)		9.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%		0.83	%		0.83	%		0.82	%
Net investment income		0.60	%		0.72	%		0.40	%		0.71	%		0.70	%
Series portfolio turnover		63	%		85	%		49	%		59	%		74	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.03	%		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.

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

101

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


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.28		$	12.48		$	12.28		$	14.73		$	15.39

Income (loss) from investment operations:
Net investment income (loss)¹		0.01			0.03			(0.01	)		0.03			0.03
Net realized and unrealized gain (loss) on investments		0.29			2.17			0.40			(0.38	)		1.13


Total from investment operations		0.30			2.20			0.39			(0.35	)		1.16


Less distributions to shareholders:
From net investment income		(0.04	)		(0.03	)		(0.00	)²		(0.04	)		(0.02	)
From net realized gain on investments		(1.56	)		(0.37	)		(0.19	)		(2.06	)		(1.80	)


Total distributions to shareholders		(1.60	)		(0.40	)		(0.19	)		(2.10	)		(1.82	)


Net asset value - End of year	$	12.98		$	14.28		$	12.48		$	12.28		$	14.73


Net assets - End of year (000’s omitted)	$	13,841		$	17,404		$	22,153		$	31,517		$	38,166


Total return³		1.99	%		18.21	%		3.26	%		(2.28	%)		8.53	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.35	%		1.35	%		1.33	%		1.33	%		1.32	%
Net investment income (loss)		0.11	%		0.22	%		(0.10	%)		0.20	%		0.20	%
Series portfolio turnover		63	%		85	%		49	%		59	%		74	%

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.03	%		N/A			N/A			N/A			N/A

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.

102

Financial Highlights - Pro-Blend^® Maximum Term Series - Class R2*


	FOR THE YEAR ENDED
	10/31/18			10/31/17			10/31/16			10/31/15			10/31/14
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.13		$	10.68		$	10.60		$	13.03		$	13.86

Income (loss) from investment operations:
Net investment loss¹		(0.05	)		(0.03	)		(0.06	)		(0.03	)		(0.04	)
Net realized and unrealized gain (loss) on investments		0.24			1.86			0.33			(0.34	)		1.01


Total from investment operations		0.19			1.83			0.27			(0.37	)		0.97


Less distributions to shareholders:
From net investment income		—			(0.01	)		—			(0.00	)²		(0.00	)²
From net realized gain on investments		(1.56	)		(0.37	)		(0.19	)		(2.06	)		(1.80	)


Total distributions to shareholders		(1.56	)		(0.38	)		(0.19	)		(2.06	)		(1.80	)


Net asset value - End of year	$	10.76		$	12.13		$	10.68		$	10.60		$	13.03


Net assets - End of year (000’s omitted)	$	52,560		$	56,040		$	54,753		$	57,507		$	55,781


Total return³		1.40	%		17.78	%		2.62	%		(2.76	%)		8.06	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.85	%		1.85	%		1.83	%		1.83	%		1.82	%
Net investment loss		(0.40	%)		(0.31	%)		(0.61	%)		(0.30	%)		(0.30	%)
Series portfolio turnover		63	%		85	%		49	%		59	%		74	%

*Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 shares.
**For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.03	%		N/A			N/A			N/A			N/A

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.

103

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. 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, 2018, 13.4 billion shares have been designated in total among 38 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, 25 million have been designated in each of the Series as Class R2 common stock, 100 million have been designated in each of the Series as Class W common stock, and 100 million have been designated in each of the Series as Class Z common stock. Class W common stock and Class Z common stock are not currently offered for sale.

2.	Significant Accounting Policies

Security Valuation

104

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

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.

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 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, 2018 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:
Communication Services	$	15,927,774	$	12,633,403	$	3,294,371	^#	$	—
Consumer Discretionary		19,840,486		17,766,385		2,074,101	^#		—
Consumer Staples		28,704,855		19,277,877		9,426,978	^#		—
Energy		13,371,303		13,371,303		—			—
Financials		24,146,035		24,146,035		—			—
Health Care		52,294,559		49,200,879		3,093,680	^#		—

105

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
Industrials	$	18,774,504		$	18,774,504		$	—		$	—
Information Technology		38,597,291			38,597,291			—			—
Materials		11,280,063			11,280,063			—			—
Real Estate		25,672,953			25,321,571			351,382	^#		—
Utilities		1,729,177			1,729,177			—			—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		339,849,946			—			339,849,946			—
Corporate debt:
Communication Services		21,314,571			—			21,314,571			—
Consumer Discretionary		21,809,091			—			21,809,091			—
Consumer Staples		398,875			—			398,875			—
Energy		32,437,728			—			32,437,728			—
Financials		52,331,892			—			52,331,892			—
Health Care		1,161,970			—			1,161,970			—
Industrials		19,371,164			—			19,371,164			—
Information Technology		362,840			—			362,840			—
Materials		10,975,969			—			10,975,969			—
Real Estate		7,128,097			—			7,128,097			—
Utilities		1,242,925			—			1,242,925			—
Asset-backed securities		38,441,354			—			38,441,354			—
Commercial mortgage-backed securities		64,125,947			—			64,125,947			—
Foreign government bonds		20,372,307			—			20,372,307			—
Mutual funds		21,715,059			21,715,059			—			—

Total assets		903,378,735			253,813,547			649,565,188			—

Liabilities:
Other financial instruments*:
Equity contracts		(216,123	)		(160,703	)		(55,420	)		—

Total liabilities		(216,123	)		(160,703	)		(55,420	)		—

Total	$	903,162,612		$	253,652,844		$	649,509,768		$	—


	PRO-BLEND^®MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity Securities:
Communication Services	$	17,868,321		$	13,632,506		$	4,235,815	^#	$	—
Consumer Discretionary		20,520,280			16,194,015			4,326,265	^#		—
Consumer Staples		28,076,648			13,990,136			14,086,512	^#		—
Energy		10,527,641			9,512,926			1,014,715	^#		—
Financials		13,914,426			12,290,561			1,623,865	^#		—
Health Care		46,408,194			42,790,102			3,618,092	^#		—
Industrials		9,900,477			7,378,238			2,522,239	^#		—
Information Technology		34,682,903			33,595,736			1,087,167	^#		—
Materials		9,259,477			8,195,515			1,063,962	^#		—
Real Estate		17,102,298			16,766,020			336,278	^#		—
Utilities		245,128			22,459			222,669	^#		—

106

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
Debt securities:
U.S. Treasury and other U.S.
Government agencies	$	174,454,014		$	—		$	174,454,014		$	—
Corporate debt:
Communication Services		12,172,952			—			12,172,952			—
Consumer Discretionary		12,161,601			—			12,161,601			—
Consumer Staples		272,425			—			272,425			—
Energy		18,389,521			—			18,389,521			—
Financials		29,090,578			—			29,090,578			—
Health Care		3,789,716			—			3,789,716			—
Industrials		11,337,989			—			11,337,989			—
Information Technology		260,380			—			260,380			—
Materials		5,292,463			—			5,292,463			—
Real Estate		4,072,653			—			4,072,653			—
Utilities		996,875			—			996,875			—
Asset-backed securities		21,387,585			—			21,387,585			—
Commercial mortgage-backed securities		37,549,373			—			37,549,373			—
Foreign government bonds		13,435,990			—			13,435,990			—
Mutual funds		2,328,654			2,328,654			—			—

Total assets		555,498,562			176,696,868			378,801,694			—

Liabilities:
Other financial instruments*:
Equity contracts		(229,503	)		(170,008	)		(59,495	)		—

Total liabilities		(229,503	)		(170,008	)		(59,495	)		—

Total	$	555,269,059		$	176,526,860		$	378,742,199		$	—


	PRO-BLEND^®EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity Securities:
Communication Services	$	23,503,021		$	17,880,232		$	5,622,789	^#	$	—
Consumer Discretionary		26,786,353			21,188,728			5,597,625	^#		—
Consumer Staples		38,314,613			19,634,341			18,680,272	^#		—
Energy		13,268,844			11,925,796			1,343,048	^#		—
Financials		18,494,173			16,363,500			2,130,673	^#		—
Health Care		61,566,901			56,749,620			4,817,281	^#		—
Industrials		12,515,953			9,192,168			3,323,785	^#		—
Information Technology		45,796,142			44,345,140			1,451,002	^#		—
Materials		12,420,282			11,005,636			1,414,646	^#		—
Real Estate		21,050,155			20,639,578			410,577	^#		—
Utilities		318,568			29,945			288,623	^#		—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		144,763,564			—			144,763,564			—
Corporate debt:
Communication Services		9,627,134			—			9,627,134			—
Consumer Discretionary		9,615,260			—			9,615,260			—
Consumer Staples		277,025			—			277,025			—
Energy		14,487,789			—			14,487,789			—
Financials		22,386,671			—			22,386,671			—

107

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
Health Care	$	878,033		$	—		$	878,033		$	—
Industrials		9,240,172			—			9,240,172			—
Information Technology		250,980			—			250,980			—
Materials		1,999,342			—			1,999,342			—
Real Estate		3,123,231			—			3,123,231			—
Utilities		1,054,717			—			1,054,717			—
Asset-backed securities		16,370,458			—			16,370,458			—
Commercial mortgage-backed securities		29,180,104			—			29,180,104			—
Foreign government bonds		9,224,246			—			9,224,246			—
Mutual funds		3,038,827			3,038,827			—			—

Total assets		549,552,558			231,993,511			317,559,047			—

Liabilities:
Other financial instruments*:
Equity contracts		(308,007	)		(228,952	)		(79,055	)		—

Total liabilities		(308,007	)		(228,952	)		(79,055	)		—

Total	$	549,244,551		$	231,764,559		$	317,479,992		$	—


	PRO-BLEND^®MAXIMUM TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity Securities:
Communication Services	$	26,855,561		$	21,299,391		$	5,556,170	^#	$	—
Consumer Discretionary		45,867,601			41,060,898			4,806,703	^#		—
Consumer Staples		55,028,027			38,190,652			16,837,375	^#		—
Energy		11,524,653			10,511,710			1,012,943	^#		—
Financials		29,287,053			18,551,063			10,735,990	^#		—
Health Care		64,565,277			61,056,577			3,508,700	^#		—
Industrials		19,739,426			13,411,254			6,328,172	^#		—
Information Technology		51,124,885			48,142,112			2,982,773	^#		—
Materials		25,482,571			20,013,562			5,469,009	^#		—
Real Estate		18,527,453			18,288,254			239,199	^#		—
Utilities		236,789			22,459			214,330	^#		—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		39,220,121			—			39,220,121			—
Corporate debt:
Communication Services		2,165,641			—			2,165,641			—
Consumer Discretionary		2,186,337			—			2,186,337			—
Consumer Staples		117,700			—			117,700			—
Energy		3,350,757			—			3,350,757			—
Financials		4,685,197			—			4,685,197			—
Health Care		682,911			—			682,911			—
Industrials		2,450,193			—			2,450,193			—
Information Technology		91,180			—			91,180			—
Materials		908,209			—			908,209			—
Real Estate		608,738			—			608,738			—
Utilities		558,650			—			558,650			—
Mutual funds		3,522,758			3,522,758			—			—

Total assets	$	408,787,688		$	294,070,690		$	114,716,998		$	—

108

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

#Consists of certain foreign securities for which a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading.

*Other financial instruments are exchange traded options (Level 1 and Level 2).

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2018.

China literature ltd. - right was a Level 3 security held as of October 31, 2017. However, this security is no longer held by the Series.

New Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued Accounting Standards Update No 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): “Premium Amortization of Purchased Callable Debt Securities” which amends the amortization period for certain purchased callable debt securities. Under the new guidance, the premium amortization of purchased callable debt securities that have explicit, non-contingent call features and are callable at fixed prices will be amortized to the earliest call date. The guidance does not require an accounting change for securities held at a discount; which continue to be amortized to maturity. The guidance will be applied on a modified retrospective basis and is effective for fiscal years, and their interim periods, beginning after December 15, 2018. Management is currently evaluating the impact of this guidance to the Series.

On August 28, 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements under U.S. GAAP. The amendments of ASU 2018-13 include new, eliminated, and modified disclosure requirements. In addition, the amendments clarify that materiality is an appropriate consideration of entities when evaluating disclosure requirements. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. An entity is permitted to early adopt any eliminated or modified disclosures upon issuance of this ASU and delay adoption of the new disclosures until their effective date. As such, each Series has early adopted the eliminated and modified disclosures, as permitted by this ASU.

Security Transactions, Investment Income and Expenses

109

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

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

110

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Option Contracts (continued)


PRO-BLEND^®CONSERVATIVE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(216,123	)

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	$	763,722
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(99,692	)

PRO-BLEND^®MODERATE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(229,503	)

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	$	890,117
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(112,453	)

111

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	$	(308,007	)

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	$	1,186,411
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(153,245	)

The average month-end balances for the year ended October 31, 2018, 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		677		783		1,045
Average notional value of option contracts written	$	6,831,368	$	7,894,560	$	10,561,961

Asset-Backed Securities

Mortgage-Backed Securities

Each Series may invest in mortgage-backed securities (“MBS” or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle a Series to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie

112

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Mortgage-Backed Securities (continued)

Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

Inflation-Indexed Bonds

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.

Interest Only Securities

113

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Restricted Securities

Illiquid Securities

Federal Taxes

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, 2018, 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, 2015 through October 31, 2018. 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

Distributions of Income and Gains

Indemnifications

Other

114

Notes to Financial Statements (continued)

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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

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.


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	%

For the year ended October 31, 2018, the Advisor waived the following amounts which are included as a reduction of expenses on the Statements of Operations:


SERIES/CLASS	WAIVER AMOUNT
Pro-Blend Extended Term Series	$	50,028
Pro-Blend Maximum Term Series		136,336

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

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. Each Series compensates the distributor for distributing and servicing the Series’ Class 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 service 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 service fees on the Class S or Class I shares of each Series. The fees are accrued daily and paid monthly.

115

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, including paydowns and other than short-term securities, were as follows:


SERIES	PURCHASES OTHER ISSUERS		GOVERNMENT		SALES OTHER ISSUERS		GOVERNMENT
Pro-Blend^®Conservative Term Series	$	381,966,258	$	324,255,731	$	450,878,951	$	296,960,187
Pro-Blend^®Moderate Term Series		266,470,192		187,071,325		343,589,162		224,666,388
Pro-Blend^®Extended Term Series		279,576,560		180,667,591		364,760,955		211,461,414
Pro-Blend^®Maximum Term Series		180,235,819		105,402,271		279,523,230		93,855,343

5.	Capital Stock Transactions

Transactions in Class S, Class I, Class R and Class R2 shares were:


PRO-BLEND^®CONSERVATIVE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,485,072		$	184,831,181			9,432,882		$	126,733,906
Reinvested		1,932,249			26,362,664			690,857			9,178,179
Repurchased		(15,328,727	)		(209,336,128	)		(19,846,186	)		(267,809,092	)

Total		88,594		$	1,857,717			(9,722,447	)	$	(131,897,007	)


PRO-BLEND^®CONSERVATIVE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		6,032,983		$	62,576,922			8,379,550		$	88,182,073
Reinvested		983,663			10,191,906			409,762			4,197,197
Repurchased		(7,799,355	)		(82,660,492	)		(17,312,832	)		(184,806,157	)

Total		(782,709	)	$	(9,891,664	)		(8,523,520	)	$	(92,426,887	)


PRO-BLEND^®CONSERVATIVE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		343,229		$	3,463,136			327,790		$	3,312,044
Reinvested		78,356			779,958			25,987			255,488
Repurchased		(614,836	)		(6,092,178	)		(962,879	)		(9,662,205	)

Total		(193,251	)	$	(1,849,084	)		(609,102	)	$	(6,094,673	)

116

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


PRO-BLEND^®CONSERVATIVE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,033,277		$	10,310,962			1,461,640		$	14,777,472
Reinvested		560,024			5,575,191			135,249			1,328,023
Repurchased		(2,819,696	)		(28,095,558	)		(3,596,927	)		(36,136,109	)

Total		(1,226,395	)	$	(12,209,405	)		(2,000,038	)	$	(20,030,614	)


PRO-BLEND^®MODERATE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,645,523		$	36,095,900			3,606,565		$	48,643,819
Reinvested		1,766,612			23,789,342			850,374			11,009,876
Repurchased		(10,220,583	)		(139,249,031	)		(12,633,045	)		(170,384,253	)

Total		(5,808,448	)	$	(79,363,789	)		(8,176,106	)	$	(110,730,558	)


PRO-BLEND^®MODERATE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,979,315		$	30,087,491			8,503,985		$	87,481,428
Reinvested		1,074,662			10,720,324			572,660			5,623,868
Repurchased		(4,255,387	)		(43,174,771	)		(25,268,653	)		(265,560,412	)

Total		(201,410	)	$	(2,366,956	)		(16,192,008	)	$	(172,455,116	)


PRO-BLEND^®MODERATE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		133,188		$	1,416,277			344,032		$	3,699,735
Reinvested		144,335			1,520,382			70,612			727,384
Repurchased		(678,665	)		(7,237,249	)		(1,162,387	)		(12,606,863	)

Total		(401,142	)	$	(4,300,590	)		(747,743	)	$	(8,179,744	)


PRO-BLEND^®MODERATE	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		681,877		$	6,961,412			1,039,576		$	10,760,838
Reinvested		769,080			7,791,848			283,529			2,803,766
Repurchased		(2,208,253	)		(22,646,789	)		(3,046,835	)		(31,535,623	)

Total		(757,296	)	$	(7,893,529	)		(1,723,730	)	$	(17,971,019	)


PRO-BLEND^®EXTENDED	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,917,422		$	33,638,594			2,255,438		$	38,747,349
Reinvested		1,371,524			23,661,283			412,975			6,726,540
Repurchased		(6,955,971	)		(122,072,805	)		(10,683,421	)		(181,791,515	)

Total		(3,667,025	)	$	(64,772,928	)		(8,015,008	)	$	(136,317,626	)

117

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


PRO-BLEND^®EXTENDED	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,494,219		$	51,649,838			12,201,332		$	118,655,981
Reinvested		1,665,148			15,434,205			558,278			5,174,249
Repurchased		(7,406,430	)		(70,917,263	)		(39,058,958	)		(392,590,574	)

Total		(247,063	)	$	(3,833,220	)		(26,299,348	)	$	(268,760,344	)


PRO-BLEND^®EXTENDED	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		231,918		$	2,529,480			294,649		$	3,282,693
Reinvested		116,252			1,257,462			45,566			483,306
Repurchased		(590,475	)		(6,536,081	)		(1,310,115	)		(14,697,871	)

Total		(242,305	)	$	(2,749,139	)		(969,900	)	$	(10,931,872	)


PRO-BLEND^®EXTENDED	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		695,952		$	7,153,586			1,175,907		$	12,218,413
Reinvested		1,217,239			12,247,875			255,457			2,523,716
Repurchased		(2,810,668	)		(28,755,513	)		(4,032,929	)		(41,950,558	)

Total		(897,477	)	$	(9,354,052	)		(2,601,565	)	$	(27,208,429	)


PRO-BLEND^®MAXIMUM	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,103,752		$	23,650,449			1,435,686		$	28,284,671
Reinvested		1,036,452			21,459,898			404,158			7,421,754
Repurchased		(4,160,253	)		(89,146,108	)		(7,367,075	)		(144,168,928	)

Total		(2,020,049	)	$	(44,035,761	)		(5,527,231	)	$	(108,462,503	)


PRO-BLEND^®MAXIMUM	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,014,113		$	21,746,102			7,931,943		$	83,927,061
Reinvested		1,508,732			15,549,489			626,789			6,190,476
Repurchased		(4,183,021	)		(45,362,603	)		(28,303,596	)		(314,016,017	)

Total		(660,176	)	$	(8,067,012	)		(19,744,864	)	$	(223,898,480	)


PRO-BLEND^®MAXIMUM	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		337,592		$	4,593,055			334,618		$	4,472,264
Reinvested		134,694			1,762,998			58,144			704,274
Repurchased		(624,728	)		(8,490,869	)		(950,033	)		(12,610,442	)

Total		(152,442	)	$	(2,134,816	)		(557,271	)	$	(7,433,904	)

118

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


PRO-BLEND^®MAXIMUM	FOR THE YEAR ENDED 10/31/18						FOR THE YEAR ENDED 10/31/17
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		568,570		$	6,446,638			664,356		$	7,380,136
Reinvested		645,934			7,027,766			185,278			1,900,023
Repurchased		(953,464	)		(10,872,533	)		(1,352,932	)		(14,888,662	)

Total		261,040		$	2,601,871			(503,298	)	$	(5,608,503	)

At October 31, 2018, one shareholder owned 10.4% of Pro-Blend^® Conservative Term Series and one shareholder owned 20.5% of Pro-Blend^® Moderate Term Series. Investment activities of these shareholders may have a material effect on the respective Series.

6.	Line of Credit

The Fund has entered into a 364-day, $25 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. During the year ended October 31, 2018, the Series did not borrow under the line of credit. The line of credit expires in August 2019 unless extended or renewed. During the year ended October 31, 2018, none of the Series borrowed under the line of credit.

7.	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, 2018, Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series invested in options contracts (equity risk).

8.	Foreign Securities

119

Notes to Financial Statements (continued)

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 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) and real estate investment trusts. 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, 2018, $119,148, $77,908, $88,604 and $43,135 was reclassified within the capital accounts from Total Distributable Earnings to Additional Paid in Capital for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, respectively. 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 10/31/18		FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/18		FOR THE YEAR ENDED 10/31/17
Ordinary income	$	21,330,487	$	14,878,681	$	18,396,321	$	10,444,582
Long-term capital gains		22,874,974		2,226,779		25,890,219		13,857,262

	PRO-BLEND^®EXTENDED TERM SERIES				PRO-BLEND^®MAXIMUM TERM SERIES
	FOR THE YEAR ENDED 10/31/18		FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/18		FOR THE YEAR ENDED 10/31/17
Ordinary income	$	21,183,099	$	11,918,950	$	14,885,916	$	6,939,426
Long-term capital gains		31,992,723		9,253,591		31,414,665		16,023,167


	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	$	897,627,133		$	553,821,172		$	540,858,163		$	383,816,693
Unrealized appreciation		34,037,516			25,834,086			34,431,989			49,534,870
Unrealized depreciation		(28,502,037	)		(24,386,892	)		(26,046,662	)		(24,564,752	)

Net unrealized appreciation	$	5,535,479		$	1,447,194		$	8,385,327		$	24,970,118

Undistributed ordinary income	$	7,515,724		$	3,529,077		$	3,661,532		$	10,952,209
Undistributed long-term gains	$	19,588,043		$	22,931,398		$	32,292,040		$	35,837,011

120

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

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the investment portfolios, of 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 collectively referred to as the “Funds”) as of October 31, 2018, the related statements of operations for the year ended October 31, 2018, the statements of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2018, 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 ended October 31, 2018 and each of the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

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New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

121

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.


Series	QDI
Pro-Blend^®Conservative Term Series		$5,652,339
Pro-Blend^®Moderate Term Series		4,593,642
Pro-Blend^®Extended Term Series		5,902,627
Pro-Blend^®Maximum Term Series		5,818,377


Series	DRD%
Pro-Blend^®Conservative Term Series		18.86%
Pro-Blend^®Moderate Term Series		12.00%
Pro-Blend^®Extended Term Series		13.52%
Pro-Blend^®Maximum Term Series		19.61%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2018 as follows:


Series
Pro-Blend^®Conservative Term Series			$20,567,445
Pro-Blend^®Moderate Term Series			24,077,968
Pro-Blend^®Extended Term Series			33,906,642
Pro-Blend^®Maximum Term Series			37,628,862

122

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer


Name:		Paul Battaglia*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite – Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018 – Present); Vice President of Finance (2016 – 2018); Director of Finance (2011 – 2016); Financial Analyst/Internal Auditor (2004-2006) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A

Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

123

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

124

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)


Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) – Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 - Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) – Harter Secrest and Emery LLP; Legal Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel
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 since 2009 Holds one or more of the following titles for various affiliates: Director

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.

125

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126

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNPRO-10/18-AR

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Rainier International Discovery Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The investment environment witnessed over the past twelve months was more volatile and bifurcated than what was experienced in prior years. For the fiscal year ending on October 31, 2018, international equity performance was decidedly poor as the MSCI ACWI ex USA Index fell 8.24%.

We hope that you find this information helpful, and look forward to working with you in the years ahead to help you meet your investment goals.

Sincerely,

Manning & Napier Advisors, LLC

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

International equity markets generally delivered negative absolute returns for the twelve-month period ended October 31, 2018. The broad MSCI ACWI ex USA Index (ACWIxUS) returned -8.24%. International small cap stocks underperformed the broad market with the ACWIxUS Small Cap Index (ACWIxUS Small Cap) returning -9.73%. Emerging market equities generally underperformed developed markets during the period, and the US dollar generally appreciated during the year which challenged international equity returns for US-based investors.

The International Discovery Series Class K returned -8.69% during the year, but held up better than the ACWIxUS Small Cap benchmark on a relative basis. Importantly, the Series has provided robust positive absolute returns since its inception in March 2013. The Series’ performance relative to the ACWIxUS Small Cap during the year was driven by both stock selection and sector allocations. Conversely, country positioning challenged relative returns.

The most notable contributors to relative performance were stock selection in Health Care, Information Technology, and Consumer Staples, along with an overweight to Health Care. This was partially offset by stock selection in the Consumer Discretionary and Financials sectors along with an underweight allocation to Real Estate. From a country basis, stock selection in Denmark, France, Germany, and Italy provided the biggest contributions to relative performance, while stock selection in Japan was the largest relative detractor.

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.

Currently, the portfolio’s largest overweight allocations are to Health Care, Consumer Staples, and Industrials (approximately 53% of the portfolio in total). The largest underweight allocations are to Real Estate, Materials, and Consumer Discretionary (approximately 11% of the portfolio compared to approximately 34% of the benchmark). From a country perspective, the portfolio is overweight to Denmark, France, and Germany, and underweight to Japan, United Kingdom, and Sweden relative to the benchmark. The Series is currently underweight Emerging Markets relative to the benchmark.

The past fiscal year has seen negative absolute returns, both for the Series’ and broadly in the international small cap market. However, despite these challenges, the management team continues to find investment opportunities with growth potential at attractive valuations and remains confident in the Series’ ability to continue its success. We believe, the international small cap asset class, given its vast expanse and relatively limited information availability, lends itself to providing 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.

Please see the next page for additional performance information as of October 31, 2018.

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 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.

Commentary prepared using data provided by FactSet. Analysis Manning & Napier. Commentary presented is relative to the ACWIxUS Small Cap Index. Additional information and associated disclosures can be found on the Performance Update page of this report.

Rainier International Discovery Series

Performance Update as of October 31, 2018

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2018
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class K^3,4		-8.69	%		6.55	%		11.25	%
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class I^3,4		-8.42	%		6.82	%		11.53	%
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class Z^3,4		-8.29	%		6.85	%		11.55	%
MSCI ACWI ex USA Small Cap Index⁵		-9.73	%		3.36	%		5.73	%

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, 2018) to the MSCI ACWI ex USA Small Cap Index.

LOGO

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 year ended October 31, 2018, this net expense ratio was 1.40% for Class K, 1.12% for Class I and 1.00% for Class Z. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.43% for Class K, 1.12% for Class I and 1.04% for Class Z for the year ended October 31, 2018.

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 Z 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.

Rainier International Discovery Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2018 to October 31, 2018).

Actual Expenses

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.


	BEGINNING ACCOUNT VALUE 5/1/18	ENDING ACCOUNT VALUE 10/31/18	EXPENSES PAID DURING PERIOD* 5/1/18-10/31/18	ANNUALIZED EXPENSE RATIO
Class K
Actual	$1,000.00	$860.94	$6.57	1.40%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.15	$7.12	1.40%
Class I
Actual	$1,000.00	$862.70	$5.21	1.11%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.61	$5.65	1.11%
Class Z
Actual	$1,000.00	$863.23	$4.70	1.00%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.16	$5.09	1.00%

*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. The Series’ total return would have been lower had certain expenses not been waived during the period.

Rainier International Discovery Series

Portfolio Composition as of October 31, 2018

(unaudited)

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Rainier International Discovery Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 91.7%

Communication Services - 2.7%
Interactive Media & Services - 2.7%
Scout24 AG (Germany)¹		97,285	$	4,039,538
Wise Talent Information Technology Co. Ltd. (China)*		539,299		1,763,977
XING SE (Germany)		27,902		8,390,605


Total Communication Services				14,194,120

Consumer Discretionary - 9.0%
Hotels, Restaurants & Leisure - 1.2%
Corporate Travel Management Ltd. (Australia)		436,630		6,199,452

Household Durables - 2.4%
Techtronic Industries Co. Ltd. (Hong Kong)		2,611,500		12,296,953

Internet & Direct Marketing Retail - 0.7%
Baozun, Inc. - ADR (China)*		94,140		3,747,713

Multiline Retail - 0.6%
Seria Co. Ltd. (Japan)		98,100		3,308,109

Specialty Retail - 1.8%
Ace Hardware Indonesia Tbk PT (Indonesia)		75,452,000		6,799,490
Wilcon Depot, Inc. (Philippines)		13,364,232		2,822,462


				9,621,952

Textiles, Apparel & Luxury Goods - 2.3%
Canada Goose Holdings, Inc. (Canada)*		94,585		5,164,472
Moncler S.p.A (Italy)		192,210		6,674,991


				11,839,463


Total Consumer Discretionary				47,013,642

Consumer Staples - 9.7%
Beverages - 3.5%
Royal Unibrew A/S (Denmark)		255,250		18,127,791

Food & Staples Retailing - 1.0%
Dino Polska S.A. (Poland)*¹		108,194		2,382,600
Raia Drogasil S.A. (Brazil)		171,900		2,906,803


				5,289,403

Food Products - 2.6%
Ariake Japan Co. Ltd. (Japan)		115,600		10,245,048
Gruma SAB de CV - Class B (Mexico)		320,475		3,352,538


				13,597,586

Household Products - 2.6%
Pigeon Corp. (Japan)		328,400		13,941,029


Total Consumer Staples				50,955,809

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

Rainier International Discovery Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy - 0.8%
Oil, Gas & Consumable Fuels - 0.8%
Vermilion Energy, Inc. (Canada)		166,571	$	4,417,178


Financials - 12.6%
Banks - 7.8%
Bank Tabungan Negara Persero Tbk PT (Indonesia)		28,172,500		3,928,676
Canadian Western Bank (Canada)		341,755		7,949,059
Federal Bank Ltd. (India)		4,811,365		5,384,278
FinecoBank Banca Fineco S.p.A. (Italy)		1,142,505		11,940,973
Regional SAB de CV (Mexico)		878,100		4,325,820
Tisco Financial Group PCL (Thailand)		1,282,900		3,047,613
Tisco Financial Group PCL - NVDR (Thailand)		1,788,400		4,248,462


				40,824,881

Capital Markets - 1.7%
Vontobel Holding AG (Switzerland)		143,635		8,913,456

Consumer Finance - 0.9%
Krungthai Card PCL - NVDR (Thailand)		4,365,200		4,575,888

Diversified Financial Services - 1.4%
GRENKE AG (Germany)		74,715		7,176,242

Insurance - 0.8%
Anicom Holdings, Inc. (Japan)		136,500		4,361,080


Total Financials				65,851,547

Health Care - 21.9%
Biotechnology - 1.9%
Abcam plc (United Kingdom)		658,775		10,104,557

Health Care Equipment & Supplies - 8.7%
Ambu A/S - Class B (Denmark)		313,670		6,538,264
Asahi Intecc Co. Ltd. (Japan)		120,700		4,936,682
BioMerieux (France)		94,625		7,223,692
Carl Zeiss Meditec AG (Germany)		155,225		12,737,772
DiaSorin S.p.A (Italy)		78,130		7,415,753
Sartorius AG (Germany)		44,875		6,505,907


				45,358,070

Health Care Providers & Services - 6.7%
Amplifon S.p.A (Italy)		230,284		4,084,594
Korian S.A. (France)		288,445		11,382,419
Orpea (France)		102,120		12,590,200
Ryman Healthcare Ltd. (New Zealand)		555,223		4,383,959
Solasto Corp. (Japan)		258,660		2,721,048


				35,162,220

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

Rainier International Discovery Series

Investment Portfolio - October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 2.2%
Bachem Holding AG (Switzerland)		34,050	$	3,982,614
Siegfried Holding AG (Switzerland)		19,000		7,621,506


				11,604,120

Pharmaceuticals - 2.4%
Dechra Pharmaceuticals plc (United Kingdom)		420,540		12,288,035


Total Health Care				114,517,002

Industrials - 22.3%
Aerospace & Defense - 1.4%
CAE, Inc. (Canada)		411,565		7,259,326

Building Products - 2.8%
Kingspan Group plc (Ireland)		88,535		3,850,699
Rockwool International A/S - Class B (Denmark)		31,345		10,716,565


				14,567,264

Machinery - 6.4%
Daifuku Co. Ltd. (Japan)		178,500		7,688,306
Nissei ASB Machine Co. Ltd. (Japan)		1,048		35,201
OC Oerlikon Corp. AG (Switzerland)		618,375		7,361,680
Rotork plc (United Kingdom)		1,664,320		6,377,748
Stabilus S.A. (Germany)		34,590		2,321,306
Takeuchi Manufacturing Co. Ltd. (Japan)		309,400		6,408,187
VAT Group AG (Switzerland)¹		33,270		3,343,022


				33,535,450

Professional Services - 9.5%
51job, Inc. - ADR (China)*		106,975		6,569,335
en-japan, Inc. (Japan)		186,000		7,434,395
L&T Technology Services Ltd. (India)¹		214,725		4,938,864
Nihon M&A Center, Inc. (Japan)		213,400		5,119,633
Persol Holdings Co. Ltd. (Japan)		428,800		8,162,914
Teleperformance (France)		106,545		17,547,024


				49,772,165

Trading Companies & Distributors - 0.9%
Howden Joinery Group plc (United Kingdom)		795,965		4,772,636

Transportation Infrastructure - 1.3%
Malaysia Airports Holdings Berhad (Malaysia)		3,411,500		6,766,746


Total Industrials				116,673,587

Information Technology - 10.3%
Electronic Equipment, Instruments & Components - 1.8%
Electrocomponents plc (United Kingdom)		552,685		4,378,529

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

Rainier International Discovery Series

Investment Portfolio—October 31, 2018


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Halma plc (United Kingdom)		299,320	$	5,079,577


				9,458,106

IT Services - 1.5%
Keywords Studios plc (Ireland)		342,480		5,997,285
NET One Systems Co. Ltd. (Japan)		100,448		2,102,700


				8,099,985

Semiconductors & Semiconductor Equipment - 1.3%
Koh Young Technology, Inc. (South Korea)		41,425		3,278,957
Melexis N.V. (Belgium)		50,715		3,337,382


				6,616,339

Software - 4.0%
Nemetschek SE (Germany)		73,955		9,725,080
Netcompany Group A/S (Denmark)*¹		121,720		4,025,672
SimCorp A/S (Denmark)		90,950		7,007,412


				20,758,164

Technology Hardware, Storage & Peripherals - 1.7%
Logitech International S.A. (Switzerland)		240,790		8,910,533


Total Information Technology				53,843,127

Materials - 2.4%
Chemicals - 2.4%
Chr. Hansen Holding A/S (Denmark)		123,365		12,469,662

TOTAL COMMON STOCKS (Identified Cost $471,937,838)				479,935,674


SHORT-TERM INVESTMENT - 8.6%

Dreyfus Government Cash Management, Institutional Shares², 2.05%,
(Identified Cost $44,738,072)		44,738,072		44,738,072


TOTAL INVESTMENTS - 100.3%
(Identified Cost $516,675,910)				524,673,746
LIABILITIES, LESS OTHER ASSETS - (0.3%)				(1,424,367	)


NET ASSETS - 100%			$	523,249,379

ADR - American Depositary Receipt

NVDR - Non-Voting Depository Receipt

*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 $18,729,696, or 3.6% of the Series’ net assets as of October 31, 2018.

²Rate shown is the current yield as of October 31, 2018.

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

Rainier International Discovery Series

Investment Portfolio - October 31, 2018

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

Japan - 14.6%; Denmark - 11.3%.

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

Rainier International Discovery Series

Statement of Assets & Liabilities

October 31, 2018


ASSETS:

Investments, at value (identified cost $516,675,910) (Note 2)	$	524,673,746
Foreign currency, at value (cost $177,983)		177,983
Interest receivable		94,756
Receivable for securities sold		4,410,412
Receivable for fund shares sold		1,714,041
Dividends receivable		346,661
Foreign tax reclaims receivable		385,359
Prepaid and other expenses		43,267


TOTAL ASSETS		531,846,225


LIABILITIES:

Accrued management fees (Note 3)		408,681
Accrued sub-transfer agent fees (Note 3)		162,825
Accrued distribution and service (Rule 12b-1) fees (Class K) (Note 3)		43,478
Accrued fund accounting and administration fees (Note 3)		28,513
Accrued Chief Compliance Officer service fees (Note 3)		401
Accrued foreign capital gains tax (Note 2)		84,575
Payable for securities purchased		6,733,466
Payable for fund shares repurchased		940,055
Other payables and accrued expenses		194,852


TOTAL LIABILITIES		8,596,846


TOTAL NET ASSETS	$	523,249,379


NET ASSETS CONSIST OF:

Capital stock	$	275,854
Additional paid-in-capital		519,383,139
Total distributable earnings		3,590,386


TOTAL NET ASSETS	$	523,249,379


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class K ($193,070,600/10,255,381 shares)	$	18.83


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($161,389,958/8,476,658 shares)	$	19.04


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z ($168,788,821/8,853,343 shares)	$	19.06

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

Rainier International Discovery Series

Statement of Operations

For the Year Ended October 31, 2018


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $613,403)	$	5,589,130
Interest		268,299


Total Investment Income		5,857,429


EXPENSES:

Management fees (Note 3)		3,836,109
Sub-transfer agent fees (Note 3)		415,704
Distribution and service (Rule 12b-1) fees (Class K) (Note 3)		386,666
Fund accounting and administration fees (Note 3)		94,631
Directors’ fees (Note 3)		30,260
Chief Compliance Officer service fees (Note 3)		4,360
Custodian fees		160,963
Miscellaneous		292,713


Total Expenses		5,221,406
Less reduction of expenses (Note 3)		(59,617	)


Net Expenses		5,161,789


NET INVESTMENT INCOME		695,640


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Net realized gain (loss) on investments		(958,370	)
Foreign currency and translation of other assets and liabilities		(175,737	)


		(1,134,107	)

Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $327,627)		(65,109,826	)
Foreign currency and translation of other assets and liabilities		(20,071	)


		(65,129,897	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(66,264,004	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(65,568,364	)

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

Rainier International Discovery Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 4/1/17 TO 10/31/17			FOR THE YEAR ENDED 3/31/17
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)		$	695,640			$	490,149		$	(116,105	)
Net realized gain (loss) on investments and foreign currency			(1,134,107	)			11,905,891			(11,682,251	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency			(65,129,897	)			44,086,385			14,933,038


Net increase (decrease) from operations			(65,568,364	)			56,482,425			3,134,682


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class I			(268,365	)			—			—
Class Z			(39	)			—			—


Total distributions to shareholders			(268,404	)			—			—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)			278,711,170				61,145,797			13,043,608


Net increase in net assets			212,874,402				117,628,222			16,178,290

NET ASSETS:

Beginning of period			310,374,977				192,746,755			176,568,465


End of period		$	523,249,379			$	310,374,977		$	192,746,755

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

Rainier International Discovery Series

Financial Highlights - Class K¹


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 4/1/17 TO 10/31/17			FOR THE YEAR ENDED
	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 4/1/17 TO 10/31/17			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	$	20.61		$	16.44		$	15.93		$	15.45		$	15.56		$	12.89

Income (loss) from investment operations:
Net investment income (loss)²		(0.01	)		0.02			(0.02	)		(0.09	)		0.01			(0.10	)
Net realized and unrealized gain on investments		(1.77	)		4.15			0.53			0.58			0.61			3.03


Total from investment operations		(1.78	)		4.17			0.51			0.49			0.62			2.93


Less distributions to shareholders:
From net investment income		—			—			—			—			—			(0.00	)³
From net realized gain on investments		—			—			—			(0.01	)		(0.73	)		(0.26	)

Total distributions to shareholders		—			—			—			(0.01	)		(0.73	)		(0.26	)

Net asset value - End of period	$	18.83		$	20.61		$	16.44		$	15.93		$	15.45		$	15.56

Net assets - End of period (000’s omitted)	$	193,071		$	120,399		$	78,260		$	99,944		$	4,058		$	2,939

Total return⁴		(8.64	%)		25.36	%		3.14	%		3.22	%		4.55	%		22.91	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.40	%		1.49	%^5,6		1.51	%⁶		1.50	%		1.50	%		1.50	%
Net investment income (loss)		(0.05	%)		0.20	%⁵		(0.12	%)		(0.56	%)		0.06	%		(0.66	%)
Portfolio turnover		73	%		46	%		123	%		93	%		111	%		80	%

*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:

		0.03	%		0.21	%⁵		0.14	%		0.14	%		0.32	%		0.33	%

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. Class K shares of the Series were formerly Class A shares of the Predecessor Fund.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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.

Rainier International Discovery Series

Financial Highlights - Class I¹


	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 04/1/17 TO 10/31/17			FOR THE YEAR ENDED
	FOR THE YEAR ENDED 10/31/18			FOR THE PERIOD 04/1/17 TO 10/31/17			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	$	20.81		$	16.58		$	16.02		$	15.50		$	15.58		$	12.89

Income (loss) from investment operations:
Net investment income (loss)		0.07	²		0.05	²		0.00	^2,3		(0.03	)²		0.04	²		0.01	²
Net realized and unrealized gain on investments		(1.81	)		4.18			0.56			0.56			0.62			2.95


Total from investment operations		(1.74	)		4.23			0.56			0.53			0.66			2.96


Less distributions to shareholders:
From net investment income		(0.03	)		—			—			—			(0.01	)		(0.01	)
From net realized gain on investments		—			—			—			(0.01	)		(0.73	)		(0.26	)

Total distributions to shareholders		(0.03	)		—			—			(0.01	)		(0.74	)		(0.27	)

Net asset value - End of period	$	19.04		$	20.81		$	16.58		$	16.02		$	15.50		$	15.58

Net assets - End of period (000’s omitted)	$	161,390		$	189,955		$	114,487		$	76,624		$	40,356		$	30,323

Total return⁴		(8.38	%)		25.51	%		3.43	%		3.47	%		4.81	%		23.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.12	%		1.24	%^5,6		1.26	%⁶		1.25	%		1.25	%		1.25	%
Net investment income (loss)		0.30	%		0.41	%⁵		0.01	%		(0.19	%)		0.40	%		0.08	%
Portfolio turnover		73	%		46	%		123	%		93	%		111	%		80	%

*For certain periods presented, 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:

		N/A			0.11	%⁵		0.07	%		0.06	%		0.27	%³		0.36	%

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. Class I shares of the Series were formerly Institutional shares of the Predecessor Fund.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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.

Rainier International Discovery Series

Financial Highlights - Class Z*


	FOR THE YEAR ENDED 10/31/18				FOR THE PERIOD 8/21/17¹ TO 10/31/17
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$	20.82			$	19.40

Income (loss) from investment operations:
Net investment income (loss)²			0.03				0.01
Net realized and unrealized gain (loss) on investments			(1.75	)			1.41


Total from investment operations			(1.72	)			1.42

Less distributions to shareholders:
From net investment income			(0.04	)			—

Total distributions to shareholders			(0.04	)			—

Net asset value - End of period		$	19.06			$	20.82


Net assets - End of period (000’s omitted)		$	168,789			$	21

Total return³			(8.29	%)			7.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses**			1.00	%			1.00	%⁴
Net investment income			0.16	%			0.14	%⁴
Portfolio turnover			73	%			46	%

*Effective August 21, 2018, Class R6 shares of the Series have been redesignated as Class Z shares.
**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:
			0.04	%			0.17	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

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 four classes of shares (Class K, Class I, Class W and Class Z). Class Z shares, formerly Class R6 of the Series, were issued on August 21, 2017. Each class of shares is substantially the same, except that Class K shares bear Distribution and Service (12b-1) 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, 2018, 13.4 billion shares have been designated in total among 38 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, 100 million have been designated as Rainier International Discovery Series Class W common stock and 100 million have been designated as Rainier International Discovery Series Class Z common stock. Class W common stock is not currently offered for sale.

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

Rainier International Discovery Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation

The following is a summary of the valuation levels used for major security types as of October 31, 2018 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Communication Services	$	14,194,120	$	14,194,120	$	—	$	—
Consumer Discretionary		47,013,642		47,013,642		—		—
Consumer Staples		50,955,809		50,955,809		—		—
Energy		4,417,178		4,417,178		—		—
Financials		65,851,547		65,851,547		—		—

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
Health Care	$	114,517,002	$	114,517,002	$	—	$	—
Industrials		116,673,587		116,673,587		—		—
Information Technology		53,843,127		53,843,127		—		—
Materials		12,469,662		12,469,662		—		—
Mutual fund		44,738,072		44,738,072		—		—

Total assets	$	524,673,746	$	524,673,746	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2017 or October 31, 2018.

New Accounting Pronouncements

Security Transactions, Investment Income and Expenses

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

Rainier International Discovery Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Restricted Securities

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the three years ended March 31, 2014 through March 31, 2017, the period ended October 31, 2017 and the year ended October 31, 2018. 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

Indemnifications

Rainier International Discovery Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Other

3.	Transactions with Affiliates and Other Agreements

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.

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, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

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 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 Z shares. Accordingly, the Advisor waived fees of $59,617 for the year ended October 31, 2018, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

During the year ended October 31, 2018, a trade processing error was discovered for which it was determined that the Advisor would reimburse the Series $10,472. The impact of the Advisor’s contribution on the Series’ total return was immaterial. As of October 31, 2018, the respective amount is included in net realized gain (loss) on investments 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 service 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 service fees on the Class I or Class Z shares. The fees are accrued daily and paid monthly.

Rainier International Discovery Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates and Other Agreements (continued)

4.	Purchases and Sales of Securities

For the year ended October 31, 2018, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $533,049,298 and $287,647,900, 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 Z shares of Rainier International Discovery Series were:


CLASS K	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 4/1/17 TO 10/31/17¹						FOR THE YEAR ENDED 3/31/17
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Sold		6,476,157		$	141,061,584			2,331,969		$	42,030,540			3,301,733		$	52,333,976
Repurchased		(2,062,177	)		(44,460,158	)		(1,251,334	)		(23,258,210	)		(4,816,056	)		(74,302,136	)

Total		4,413,980		$	96,601,426			1,080,635		$	18,772,330			(1,514,323	)	$	(21,968,160	)



CLASS I	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 4/1/17 TO 10/31/17¹						FOR THE YEAR ENDED 3/31/17
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,319,947		$	206,173,813			3,005,098		$	56,814,033			4,535,287		$	73,098,443
Reinvested		6,335			132,393			—			—			—			—
Repurchased		(9,975,641	)		(218,818,955	)		(786,025	)		(14,460,565	)		(2,411,693	)		(38,086,675	)

Total		(649,359	)	$	(12,512,749	)		2,219,073		$	42,353,468			2,123,594		$	35,011,768


CLASS Z	FOR THE YEAR ENDED 10/31/18						FOR THE PERIOD 8/21/17 (COMMENCEMENT OF OPERATIONS) TO 10/31/17
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,982,690		$	197,271,626			1,045		$	20,286
Reinvested		2			39			—			—
Repurchased		(130,380	)		(2,649,172	)		(14	)		(287	)

Total		8,852,312		$	194,622,493			1,031		$	19,999

¹Includes capital stock transactions for the predecessor fund, Rainier International Discovery Fund.

At October 31, 2018, one shareholder account owned 15.2% 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.

Rainier International Discovery Series

Notes to Financial Statements (continued)

6.	Line of Credit

7.	Financial Instruments

The Series may trade in instruments including 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, 2018.

8.	Foreign Securities

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 and foreign taxes. 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, 2018, amounts were reclassified within the capital accounts to decrease Additional Paid in Capital by $37,986, and increase Total Distributable Earnings by $37,986. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/18		FOR THE PERIOD 4/1/17 TO 10/31/17		FOR THE YEAR ENDED 3/31/17
Ordinary income	$	268,404	$	—		—

At October 31, 2018, he 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	$	520,960,100
Unrealized appreciation		35,644,836
Unrealized depreciation		(31,928,794	)

Net unrealized appreciation	$	3,716,042

Undistributed ordinary income	$	1,565,401
Capital loss carryforward	$	(1,590,002	)

Rainier International Discovery Series

Notes to Financial Statements (continued)

9.	Federal Income Tax Information (continued)

At October 31, 2018, the capital loss carryover utilized in the current year was $1,266,343.

At October 31, 2018, the Series had net short-term capital loss carryforwards of $1,590,002 carryforwards, which may be carried forward indefinitely.

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Rainier International Discovery Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, and the statement of changes in net assets and the financial highlights for the year ended October 31, 2018 and for the period April 1, 2017 through October 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year ended October 31, 2018, and the changes in its net assets and the financial highlights for the year ended October 31, 2018 and for the period April 1, 2017 through October 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

The financial statements as of and for the period ended March 31, 2017 and the financial highlights for each of the periods ended on or prior to March 31, 2017 (not presented herein, other than 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.

Basis for Opinion

LOGO

New York, New York

December 14, 2018

We have served as the auditor of one or more investment companies in Manning & Napier Mutual Funds since 1992.

Rainier International Discovery 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 $855,179 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 the foreign taxes paid for the year ended October 31, 2018. The Series had $8,667,380 in foreign source income and paid foreign taxes of $797,834.

Rainier International Discovery Series

Directors’ and Officers’ Information

(unaudited)


Interested Director and Officer

Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		40
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:		Indefinite – Chairman and Director since November 2018¹
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer (2018 – Present); Vice President of Finance (2016 – 2018); Director of Finance (2011 – 2016); Financial Analyst/Internal Auditor (2004-2006) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		36
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
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:		36
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
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:		36
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)(2000-2017); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

Rainier International Discovery Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		80
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:		36
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:		83
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:		36
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:		68
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance &
		Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member Since 2012; Audit Committee Chairman since 2013
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		36
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:		55
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-CEO since 2018, 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:		31
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.

Rainier International Discovery Series

Directors’ and Officers’ Information

(unaudited)


Officers: (continued)

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		52
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 (2017-2018) - 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 (2017-2018) – Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:		Managing Director, Compliance & Regulatory Affairs since 2018; Director of Compliance (2005-2018); 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:		30
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:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		36
Current Position(s) Held with Fund:		Chief Legal Officer; Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2018
Principal Occupation(s) During Past 5 Years:		General Counsel since 2018 – Manning & Napier Advisors, LLC and affiliates; Counsel (2017-2018) – Harter Secrest and Emery LLP; Legal Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: Corporate Secretary, General Counsel

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 since 2009
		Holds one or more of the following titles for various affiliates: Director

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.

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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNIDS-10/18-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, 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, 2018 and 2017 were:


	2018		2017

Audit Fees (a)	$	550,850	$	648,474

Audit Related Fees (b)		$0		$0

Tax Fees (c)	$	168,800	$	208,210

All Other Fees (d)		$0		$0

	$	719,650	$	856,684

(a)

Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b)

Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c)

Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d)

All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2018 and 2017.

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.


	2018		2017

Audit Related Fees		$1,800		$1,800

Tax Fees		$0		$0

		$1,800		$1,800

The Audit Related fees for the years ended October 31, 2018 and 2017 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, 2018 and 2017.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2018 and 2017 were $168,800 and $208,210, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $1,800 and $1,800, 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/ Paul J. Battaglia
		Paul J. Battaglia
		President & Principal Executive Officer of Manning & Napier Fund, Inc.
		Date 12/27/2018

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/ Paul J. Battaglia
		Paul J. Battaglia
		President & Principal Executive Officer of Manning & Napier Fund, Inc.
		Date 12/27/2018




		/s/ Christine Glavin
		Christine Glavin
		Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.
		Date 12/27/2018