N-CSR 1 mn-ncsr_123121.htm ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

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Manning & Napier Fund, Inc.

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(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

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(Address of principal executive offices)(Zip Code)

Paul J. Battaglia, 290 Woodcliff Drive, Fairport, NY 14450

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(Name and address of agent for service)

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

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Date of fiscal year end: December 31

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Date of reporting period: January 1, 2021 through December 31, 2021

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(a): Reports to Stockholders

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Manning & Napier Fund, Inc.

Real Estate Series

Paper copies of the Series’ shareholder reports are no longer sent by mail, unless you specifically request them from the Series or from your financial intermediary, such as a broker-dealer or bank. Shareholder reports are available online. Each time a report is posted on the Series’ website you will be provided with a link to access the report online, either by mail (hard copy notice) or by email, if you have already signed up for electronic delivery of shareholder reports.

Additionally, If you have not yet signed up for electronic delivery of shareholder reports and other Fund communications, you may do so by contacting your financial intermediary or, if you are a direct investor, by visiting www.manning-napier.com or calling 1-800-466-3863.

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Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

At the same time, political and societal polarization are heightened, social justice concerns have justifiably come to the fore, and the precarious state of our environment presents almost unimaginable challenges for government, business, and finance.

This certainly is a moment of great consequence.

The kind of moment that questions all the rules. Economic rules in how we add value for each other, as well as for ourselves. Social rules in how we interact with each other. Environmental rules that can balance the current needs of emerging economies with the requirements for everyone in the future. Workplace rules in how we get the job done.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

As we go through this period of change, it will be uncertain and uncomfortable. For those unaccustomed to change, for those reliant on ’set it and forget it’, these may seem like daunting questions, but there is a better way.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

For over 50 years, independent thinking and tireless work have underpinned every decision we’ve made on behalf of our investors. We invest for the long-term, we do not speculate. We make active decisions, and we invest with discipline, patience, and confidence. This is the only way we know, to remain true to our values and our fiduciary duty to you, the investors in our mutual funds.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

(GRAPHIC)

Marc Mayer

Chief Executive Officer

Real Estate Series

Fund Commentary

(unaudited)

Investment Objective

To provide high current income and long-term capital appreciation by investing principally in companies in the real estate industry. Under normal circumstances, at least 80% of the Series’ assets will be invested in securities of companies that are principally engaged in the US real estate industry.

Performance Commentary

Real estate markets delivered significantly positive returns during 2021 and led the broader U.S. equity market. Within the real estate market, positive performance was wide-spread across sub-industries, with virtually all market segments posting double-digit returns. Retail, Residential, and Industrial REITs were among the strongest performing sub-industries, while Office, Health Care, and Data Storage REITs lagged the broader market but were still meaningfully positive.

The Real Estate Series Class S shares posted strong returns for the year, and also outperformed its benchmark (i.e., the MSCI US REIT Index), returning 43.67% versus 41.71%, respectively. In aggregate, both industry allocations and security selection drove the Series’ outperformance. The largest contributors to relative outperformance during the year were stock selections within the Data Storage space and Apartment space, underweight allocations to Health Care, Office, Hospitality, Triple-Net Retail, and Gaming REITs, and overweight allocations to Industrial and Single-Family Housing REITs. The Series’ zero-weight allocations to Malls and Shopping Centers were the primary detractors from returns.

The portfolio currently favors Residential REITs, with the primary focus on Single-Family Housing and Manufactured Housing, as we expect the underbuilding of new houses relative to long-term household formation to result in excess demand and support pricing of residential rentals. The portfolio also has an overweight allocation to Industrials REITs compared to the benchmark because of the trend toward e-commerce (and associated warehousing/logistics needs) being accelerated and continuing, as well as an overweight allocation to Infrastructure companies (e.g. cell towers) which are expected to benefit from secular growth. The portfolio continued to maintain an overweight allocation to Data Storage REITs, which are key beneficiaries of the secular growth in cloud-hosted data across enterprises. Within traditional office REITs, we generally continue to prefer Sun Belt markets over coastal metropolitan markets due to the combination of strong job growth and manageable supply. The pandemic environment has strengthened this case as it has weakened demand for space in large metropolitan areas, which we expect to be persistent in certain respects. The portfolio has zero allocation to Mall and Shopping Center REITs, as we continue to have a long-term negative view of brick-and-mortar retail’s fundamental strength in an increasingly e-commerce-dominated world.

Performance for the Real Estate Series Class S shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

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.

Additional information and associated disclosures can be found on the Performance Update page of this report.

All investments involve risks, including potential loss of principal. Funds whose investments are concentrated in a specific industry or sector may be subject to a higher degree of market risk than funds whose investments are diversified among a variety of sectors. The Real Estate Series is subject to risks associated with the direct ownership of real estate, including the potential for falling real estate prices and the possibility of being highly leveraged; an investment in the Series will be closely aligned with the performance of the real estate markets. Additionally, like all derivatives, investments in options 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.

Real Estate Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2021
	ONE YEAR¹	FIVE YEAR	TEN YEAR
Real Estate Series - Class S²	43.67%	12.00%	12.25%
Real Estate Series - Class I^2,3	44.14%	12.29%	12.53%
Real Estate Series - Class W^2,4	45.19%	12.64%	12.57%
Real Estate Series - Class Z^2,4	44.36%	12.27%	12.39%
MSCI U.S. Real Estate Investment Trust (REIT) Index⁵	41.71%	9.46%	9.99%

The following graph compares the value of a $10,000 investment in the Real Estate Series - Class S for the ten years ended December 31, 2021 to the MSCI U.S. REIT 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.

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 December 31, 2021, this net expense ratio was 1.10% for Class S, 0.84% for Class I, 0.10% for Class W and 0.70% for Class Z. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for Class S, 0.84% for Class I, 0.71% for Class W and 0.71% for Class Z for the year ended December 31, 2021.

³For periods through August 1, 2012 (the inception date of the Class I shares), performance for Class I shares is based on the historical performance of the Class S shares. Because the Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁴For periods through March 1, 2019 (the inception date of the Class W and Class Z shares), performance for the Class W and Class Z shares is based on the historical performance of the Class S shares. Because the Class W and Class Z shares invest in the same portfolio of securities as the Class S shares, performance will be different only to the extent that the Class S shares have a higher expense ratio.

⁵The MSCI U.S. Real Estate Investment Trust (REIT) Index is a free float-adjusted market capitalization index that is comprised of equity REITs that are classified in the Equity REITs Industry under the GICS® Real Estate sector. The MSCI U.S. REIT Index is a subset of the MSCI USA Investable Market Index (IMI) which captures large, mid, and small-cap securities. 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.Index data referenced herein is the property of MSCI, its affiliates (“MSCI”) and/or its third party suppliers and has been licensed for use by Manning & Napier. MSCI and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/benchmark-provisions.

Real Estate Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING ACCOUNT VALUE 7/1/21	ENDING ACCOUNT VALUE 12/31/21	EXPENSES PAID DURING PERIOD^* 7/1/21 - 12/31/21	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,205.60	$6.12	1.10%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$1,207.60	$4.67	0.84%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.97	$4.28	0.84%
Class W
Actual	$1,000.00	$1,211.90	$0.56	0.10%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.70	$0.51	0.10%
Class Z
Actual	$1,000.00	$1,208.00	$3.90	0.70%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.68	$3.57	0.70%

^*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 or reimbursed during the period.

Real Estate Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

Top Ten Stock Holdings²
Prologis, Inc.	10.8%	Switch, Inc. - Class A	3.6%
Equinix, Inc.	8.8%	Duke Realty Corp.	3.2%
Public Storage	4.6%	SBA Communications Corp.	3.1%
Invitation Homes, Inc.	3.9%	Digital Realty Trust, Inc.	3.0%
Sun Communities, Inc.	3.9%	Rexford Industrial Realty, Inc.	3.0%

²As a percentage of total investments.

Real Estate Series

Investment Portfolio - December 31, 2021


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 98.6%
Communication Services - 3.4%
Integrated Telecommunication Services - 3.4%
Helios Towers plc (Tanzania)^*		1,701,244	$	3,960,676
Radius Global Infrastructure, Inc. - Class A^*		565,224		9,100,107
Total Communication Services				13,060,783
Information Technology - 3.6%
Internet Services & Infrastructure - 3.6%
Switch, Inc. - Class A		488,666		13,995,394
Real Estate - 91.6%
REITS - Health Care - 6.7%
CareTrust REIT, Inc.		141,050		3,220,172
Community Healthcare Trust, Inc.		119,436		5,645,740
Healthcare Trust of America, Inc. - Class A.		113,264		3,781,885
Healthpeak Properties, Inc.		103,392		3,731,417
Ventas, Inc.		75,612		3,865,285
Welltower, Inc.		67,212		5,764,773
				26,009,272
REITS - Hotel & Resort - 1.9%
Apple Hospitality REIT, Inc.		470,941		7,605,697
REITS - Industrial - 20.0%
Duke Realty Corp.		191,388		12,562,708
Innovative Industrial Properties, Inc.		25,733		6,765,463
Prologis, Inc.		250,505		42,175,022
Rexford Industrial Realty, Inc.		143,020		11,600,352
Terreno Realty Corp.		61,184		5,218,384
				78,321,929
REITS - Office - 6.1%
Brandywine Realty Trust		283,017		3,798,088
Cousins Properties, Inc.		215,934		8,697,822
Douglas Emmett, Inc.		103,351		3,462,258
Hibernia REIT plc (Ireland)		1,606,740		2,378,056
Kilroy Realty Corp.		80,507		5,350,495
				23,686,719
REITS - Residential - 28.7%
American Campus Communities, Inc.		137,686		7,888,031
American Homes 4 Rent - Class A		256,695		11,194,469
AvalonBay Communities, Inc.		30,781		7,774,973
Camden Property Trust		39,937		7,135,943
Equity LifeStyle Properties, Inc.		109,992		9,641,899
Essex Property Trust, Inc.		24,381		8,587,720
Flagship Communities REIT		260,343		5,024,620
Invitation Homes, Inc.		336,556		15,259,449
Mid-America Apartment Communities, Inc.		44,938		10,310,575
NexPoint Residential Trust, Inc.		47,015		3,941,271
Sun Communities, Inc.		72,496		15,221,985
UDR, Inc.		169,169		10,148,448
				112,129,383


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)
Real Estate (continued)
REITS - Retail - 2.5%
Agree Realty Corp.		46,949	$	3,350,281
Getty Realty Corp.		124,960		4,009,966
Realty Income Corp.		31,669		2,267,184
				9,627,431
REITS - Specialized - 25.7%
American Tower Corp.		21,771		6,368,018
Digital Realty Trust, Inc.		65,768		11,632,386
Equinix, Inc.		40,375		34,150,790
Extra Space Storage, Inc.		37,688		8,545,000
Lamar Advertising Co. - Class A		24,550		2,977,915
Life Storage, Inc.		43,906		6,725,521
Public Storage		47,432		17,766,130
SBA Communications Corp.		31,423		12,224,175
				100,389,935
Total Real Estate				357,770,366
TOTAL COMMON STOCKS
(Identified Cost $251,545,076)				384,826,543

SHORT-TERM INVESTMENT - 1.2%

Dreyfus Government Cash Management,
Institutional Shares, 0.03%¹
(Identified Cost $4,859,391)		4,859,391		4,859,391
TOTAL INVESTMENTS - 99.8%
(Identified Cost $256,404,467)				389,685,934
OTHER ASSETS, LESS LIABILITIES - 0.2%				858,800
NET ASSETS - 100%			$	390,544,734

REIT - Real Estate Investment Trust

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

Real Estate Series

Investment Portfolio - December 31, 2021

*Non-income producing security.

¹Rate shown is the current yield as of December 31, 2021.

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 S&P Global Inc. (S&P), and is licensed for use by Manning & Napier when referencing GICS sectors. Neither MSCI, S&P, nor any third party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification, nor shall any such party have any liability therefrom.

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

Real Estate Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:


Investments, at value (identified cost $256,404,467) (Note 2)	$	389,685,934
Dividends receivable		659,893
Receivable for fund shares sold		434,486
Foreign tax reclaims receivable		4,426
Prepaid expenses		20,842

TOTAL ASSETS		390,805,581

LIABILITIES:

Accrued sub-transfer agent fees (Note 3)		59,052
Accrued management fees (Note 3)		43,061
Accrued fund accounting and administration fees (Note 3)		30,160
Accrued distribution and service (Rule 12b-1) fees (Class S) (Note 3)		9,829
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Payable for fund shares repurchased		80,387
Other payables and accrued expenses		36,827

TOTAL LIABILITIES		260,847


TOTAL NET ASSETS	$	390,544,734

NET ASSETS CONSIST OF:

Capital stock	$	236,904
Additional paid-in-capital		252,555,365
Total distributable earnings (loss)		137,752,465

TOTAL NET ASSETS
	$	390,544,734

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($48,549,284/2,349,687 shares)	$	20.66

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($51,320,241/7,062,342 shares)	$	7.27

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W
($288,394,236/13,965,600 shares)	$	20.65

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z
($2,280,973/312,804 shares)	$	7.29

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

Real Estate Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $29,294)	$	5,723,873
Other Income		22,930

Total Investment Income		5,746,803

EXPENSES:

Management fees (Note 3)		1,959,967
Sub-transfer agent fees (Note 3)		108,307
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)		104,644
Fund accounting and administration fees (Note 3)		85,778
Directors’ fees (Note 3)		38,470
Chief Compliance Officer service fees (Note 3)		6,124
Custodian fees		13,913
Recoupment of past waived and/or reimbursed fees		2,357
Miscellaneous		222,742

Total Expenses		2,542,302
Less reduction of expenses (Note 3)		(1,507,446	)

Net Expenses		1,034,856

NET INVESTMENT INCOME		4,711,947

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

Net realized gain (loss) on-
Investments		26,118,909
Foreign currency and translation of other assets and liabilities		88

		26,118,997
Net change in unrealized appreciation (depreciation) on-
Investments		91,602,234
Foreign currency and translation of other assets and liabilities		(1,275	)

		91,600,959

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		117,719,956

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	122,431,903

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

Real Estate Series

Statements of Changes in Net Assets

		FOR THE YEAR ENDED 12/31/21			FOR THE YEAR ENDED 12/31/20

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,711,947		$	4,815,586
Net realized gain (loss) on investments and foreign currency		26,118,997			(6,364,299	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		91,600,959			(17,858,681	)

Net increase (decrease) from operations		122,431,903			(19,407,394	)

DISTRIBUTIONS TO SHAREHOLDERS (Note 10):

Class S		(1,665,158	)		(827,914	)
Class I		(4,881,125	)		(1,966,961	)
Class W		(12,260,150	)		(6,148,808	)
Class Z		(125,057	)		(33,883	)
From return of capital (Class S)		–			(94,621	)
From return of capital (Class I)		–			(262,791	)
From return of capital (Class W)		–			(952,851	)
From return of capital (Class Z)		–			(4,609	)

Total distributions to shareholders		(18,931,490	)		(10,292,438	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		3,074,231			11,810,090

Net increase (decrease) in net assets		106,574,644			(17,889,742	)

NET ASSETS:

Beginning of year		283,970,090			301,859,832

End of year	$	390,544,734		$	283,970,090

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

Real Estate Series

Financial Highlights - Class S

	FOR THE YEAR ENDED
	12/31/21		12/31/20		12/31/19		12/31/18		12/31/17

Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$14.92‌		$16.31‌		$13.09‌		$14.93‌		$14.48‌
Income (loss) from investment operations:
Net investment income¹	0.12‌		0.12	²	0.15‌		0.26‌		0.24‌
Net realized and unrealized gain (loss) on investments	6.35‌		(1.15	)	3.65‌		(1.24	)	1.02‌
Total from investment operations	6.47‌		(1.03	)	3.80‌		(0.98	)	1.26‌
Less distributions to shareholders:
From net investment income	(0.10	)	(0.13	)	(0.16	)	(0.21	)	(0.25	)
From net realized gain on investments	(0.63	)	(0.19	)	(0.42	)	(0.63	)	(0.56	)
From return of capital	—‌		(0.04	)	—‌		(0.02	)	—‌
Total distributions to shareholders	(0.73	)	(0.36	)	(0.58	)	(0.86	)	(0.81	)

Net asset value - End of year	$20.66‌		$14.92‌		$16.31‌		$13.09‌		$14.93‌
Net assets - End of year (000’s omitted)	$48,549		$37,762		$59,923		$214,722		$271,496
Total return³	43.67%		(6.27%	)	29.14%	⁴	(6.73%	)	8.66%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%‌		1.10%‌		1.11%‌		1.11%‌		1.10%‌
Net investment income	0.66%‌		0.81%	²	1.02%‌		1.82%‌		1.58%‌
Series portfolio turnover	26%‌		69%‌		24%‌		44%‌		42%‌

*For certain years 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 Class, the expense ratio (to average net assets) would have increased by the following amounts:

0.01%

0.03%

0.00%

⁵

N/A

0.00%

⁵

¹Calculated based on average shares outstanding during the years.

²Includes special dividends from two of the Series’ securities. Excluding this amount, the net investment income per share would have been $0.11 and the net investment income ratio would have been 0.72%.

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 certain years.

⁴Includes litigation proceeds. Excluding this amount, the Class’ total return is 29.06%.

⁵Less than 0.01%.

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

Real Estate Series

Financial Highlights - Class I

	FOR THE YEAR ENDED
	12/31/21		12/31/20		12/31/19		12/31/18		12/31/17

Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$5.63‌		$6.44‌		$5.50‌		$6.81‌		$7.03‌
Income (loss) from investment operations:
Net investment income¹	0.06‌		0.06	²	0.11‌		0.14‌		0.14‌
Net realized and unrealized gain (loss) on investments	2.38‌		(0.45	)	1.49‌		(0.55	)	0.49‌
Total from investment operations	2.44‌		(0.39	)	1.60‌		(0.41	)	0.63‌
Less distributions to shareholders:
From net investment income	(0.17	)	(0.18	)	(0.24	)	(0.24	)	(0.29	)
From net realized gain on investments	(0.63	)	(0.19	)	(0.42	)	(0.63	)	(0.56	)
From return of capital	—‌		(0.05	)	—‌		(0.03	)	—‌
Total distributions to shareholders	(0.80	)	(0.42	)	(0.66	)	(0.90	)	(0.85	)

Net asset value - End of year	$7.27‌		$5.63‌		$6.44‌		$5.50‌		$6.81‌
Net assets - End of year (000’s omitted)	$51,320		$30,787		$50,025		$50,111		$47,074
Total return³	44.14%		(5.96%	)	29.31%‌		(6.41%	)	8.85%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.84%	⁴	0.85%‌		0.84%‌		0.86%‌		0.85%‌
Net investment income	0.92%‌		1.02%	²	1.62%‌		2.12%‌		1.95%‌
Series portfolio turnover	26%‌		69%‌		24%‌		44%‌		42%‌

N/A‌

0.01%

N/A

0.00%

⁵

¹Calculated based on average shares outstanding during the years.

²Includes special dividends from two of the Series’ securities. Excluding this amount, the net investment income per share would have been $0.05 and the net investment income ratio would have been 0.93%.

⁴Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have decreased by less than 0.01%.

⁵Less than 0.01%.

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

Real Estate Series

Financial Highlights - Class W

	FOR THE YEAR ENDED				FOR THE
					PERIOD
					3/1/19¹TO
	12/31/21		12/31/20		12/31/19
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$14.89‌		$16.27‌		$14.76‌
Income (loss) from investment operations:
Net investment income²	0.29‌		0.33	³	0.35‌
Net realized and unrealized gain (loss) on investments	6.38‌		(1.20	)	1.91‌
Total from investment operations	6.67‌		(0.87	)	2.26‌
Less distributions to shareholders:
From net investment income	(0.29	)	(0.25	)	(0.33	)
From net realized gain on investments	(0.63	)	(0.19	)	(0.42	)
From return of capital	—‌		(0.07	)	—‌
Total distributions to shareholders	(0.92	)	(0.51	)	(0.75	)

Net asset value - End of period	$20.65‌		$14.89‌		$16.27‌
Net assets - End of period (000’s omitted)	$288,394		$214,871		$191,373
Total return⁴	45.19%		(5.33%	)	15.43%	⁵

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.10%‌		0.10%‌		0.10%	⁶
Net investment income	1.66%‌		2.27%	³	2.58%	⁶
Series portfolio turnover	26%‌		69%‌		24%‌

*The investment advisor did not impose all or a portion of its management and/or other fees during the periods, 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:

0.61%‌

0.64%‌

0.62%

⁶

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Includes special dividends from two of the Series’ securities. Excluding this amount, the net investment income per share would have been $0.31 and the net investment income ratio would have been 2.14%.

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

⁵Includes litigation proceeds. Excluding this amount, the Class’ total return is 15.36%.

⁶Annualized.

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

Real Estate Series

Financial Highlights - Class Z

	FOR THE YEAR ENDED				FOR THE
					PERIOD
					3/1/19¹TO
	12/31/21		12/31/20		12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$5.64‌		$6.46‌		$6.21‌
Income (loss) from investment operations:
Net investment income²	0.08‌		0.09	³	0.08‌
Net realized and unrealized gain (loss) on investments	2.38‌		(0.48	)	0.84‌
Total from investment operations	2.46‌		(0.39	)	0.92‌
Less distributions to shareholders:
From net investment income	(0.18	)	(0.19	)	(0.25	)
From net realized gain on investments	(0.63	)	(0.19	)	(0.42	)
From return of capital	—‌		(0.05	)	—‌
Total distributions to shareholders	(0.81	)	(0.43	)	(0.67	)

Net asset value - End of period	$7.29‌		$5.64‌		$6.46‌
Net assets - End of period (000’s omitted)	$2,281		$549		$539
Total return⁴	44.36%		(5.96%	)	14.98%	⁵

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.70%‌		0.70%‌		0.70%	⁶
Net investment income	1.15%‌		1.51%	³	1.42%	⁶
Series portfolio turnover	26%‌		69%‌		24%‌

0.01%‌

0.04%‌

0.02%

⁶

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Includes special dividends from two of the Series’ securities. Excluding this amount, the net investment income per share would have been $0.08 and the net investment income ratio would have been 1.39%.

⁵Includes litigation proceeds. Excluding this amount, the Class’ total return is 14.62%.

⁶Annualized.

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

Real Estate Series

Notes to Financial Statements

Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue four classes of shares (Class S, I, W, 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 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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as Real Estate Series Class I common stock, Real Estate Series Class S common stock and Real Estate Series Class Z common stock and 75 million have been designated as Real Estate Series Class W common stock.

Significant Accounting Policies

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

Security Valuation

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

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

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

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

Real Estate Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

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 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 December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2^#		LEVEL 3
Assets:
Equity securities:
Communication Services	$	13,060,783	$	9,100,107	$	3,960,676	$	—
Information Technology		13,995,394		13,995,394		—		—
Real Estate^*		357,770,366		355,392,310		2,378,056		—
Short-Term Investment		4,859,391		4,859,391		—		—
Total assets	$	389,685,934	$	383,347,202	$	6,338,732	$	—

^*Please refer to the Investment Portfolio for the industry classifications of these portfolio holdings.

^#Includes certain foreign equity 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 December 31, 2020 or December 31, 2021.

Security Transactions, Investment Income and Expenses

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

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

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

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

Real Estate Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At December 31, 2021, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2018 through December 31, 2021. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

Real Estate Series

Notes to Financial Statements (continued)

Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series’ average daily net assets.

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. For the year ended December 31, 2021, the sub-transfer agency expenses incurred by Class S and Class I were $60,571 and $47,736, respectively.

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, Class W or Class Z shares. The fees are accrued daily and paid monthly.

Pursuant to a master services agreement dated February 13, 2020, as amended, 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; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; 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.

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fee and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.85% of the average daily net assets of the Class S and Class I shares, 0.10% of the average daily net assets of the Class W shares, and 0.70% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Real Estate Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

Pursuant to the advisory fee waiver, the Advisor waived $1,474,038 in management fees for Class W for the year ended December 31, 2021. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $2,956, $30,356 and $96 for Class S, Class W and Class Z, respectively, for the year ended December 31, 2021. These amounts are included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

CLASS	EXPIRING DECEMBER 31,
	2022	2023	2024	Total
Class S	$6,660	$12,058	$2,956	$21,674
Class I	—	5	—	5
Class W	32,160	67,990	30,356	130,506
Class Z	382	190	96	668

For the year ended December 31, 2021, the Advisor recouped $2,357 that have been previously waived or reimbursed for Class I.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $84,649,398 and $98,317,902, respectively. There were no purchases or sales of U.S. Government securities.

Capital Stock Transactions

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

CLASS S	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		366,265		$	6,424,926			497,285		$	7,097,568
Reinvested		82,953			1,621,736			60,668			894,249
Repurchased		(631,144	)		(10,881,761	)		(1,701,388	)		(23,099,433	)
Total		(181,926	)	$	(2,835,099	)		(1,143,435	)	$	(15,107,616	)

CLASS I	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,388,550		$	16,119,743			2,278,198		$	13,092,128
Reinvested		631,336			4,337,281			355,681			1,977,588
Repurchased		(1,426,591	)		(9,257,738	)		(4,926,892	)		(26,342,003	)
Total		1,593,295		$	11,199,286			(2,293,013	)	$	(11,272,287	)

Real Estate Series

Notes to Financial Statements (continued)

Capital Stock Transactions (continued)

CLASS W	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		636,315		$	11,124,927			4,172,038		$	59,888,503
Reinvested		607,420			11,862,919			459,235			6,755,357
Repurchased		(1,705,540	)		(29,801,017	)		(1,966,099	)		(28,531,311	)
Total		(461,805	)	$	(6,813,171	)		2,665,174		$	38,112,549

CLASS Z	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		218,771		$	1,551,103			21,301		$	122,725
Reinvested		18,047			124,519			6,859			38,206
Repurchased		(21,422	)		(152,407	)		(14,322	)		(83,487	)
Total		215,396		$	1,523,215			13,838		$	77,444

Approximately 74% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

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 September 2022 unless extended or renewed. During the year ended December 31, 2021, the Series did not borrow under the line of credit.

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 December 31, 2021.

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.

Real Estate Series

Notes to Financial Statements (continued)

Real Estate Securities

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

10.

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, redesignation of distributions paid and tax 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 December 31, 2021, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $666,577 and decrease Total Distributable Earnings (Loss) by $666,557. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR		FOR THE YEAR
	ENDED 12/31/21		ENDED 12/31/20
Ordinary income	$	4,712,706	$	5,358,439
Long-term capital gains	$	14,218,784	$	3,619,127
Return of capital		—	$	1,314,872

At December 31, 2021, 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	$	257,154,665
Unrealized appreciation		133,801,529
Unrealized depreciation		(1,270,260	)

Net unrealized appreciation	$	132,531,269
Undistributed long-term capital gains	$	5,221,495

For the year ended December 31, 2021, the capital loss carryover utilized was $5,903,036.

11.

Market Event

In March 2020, the World Health Organization declared COVID-19 (a novel coronavirus) to be a pandemic. The situation is dynamic and a recent resurgence of COVID-19 has caused a continued time of uncertainty. Global financial markets have experienced and may continue to experience significant volatility resulting from the spread of COVID-19. The global economy, the economies of certain nations and individual issuers have been and may continue to be adversely affected by COVID-19, particularly in light of the interconnectivity between economies and financial markets, all of which may negatively impact the Series’ performance. Management of the Series will continue to monitor the impact of COVID-19 on investment performance, financial statements and the Series’ operations.

Real Estate Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Real Estate Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

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 December 31, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

(GRAPHIC)

New York, New York

February 18, 2022

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

Real Estate 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 $376,422 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 2.18%.

The Series designates $4,523,226, or 92.01% of the dividends distributed as Section 199A dividends.

The Series designates $21,112,200 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

Real Estate 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:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) - Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997


Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating
	Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments);
	Managing Member (2010-2016) - VenBio (investments).
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family Office); Head of Corporate Development (2019-2020) – Caelum Biosciences (pharmaceutical development); Head of Private Investments (2015-2018) – AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A


Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019- 2020) – Madison Dearborn Partners (private equity); General Counsel/CCO (2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC (Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Russell O. Vernon
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management (economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Chester N. Watson
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);

Officers:

Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.; Corporate Secretary, Director since 2019 – Manning & Napier Investor Services, Inc.

Name:	Samantha Larew
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker- Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker- Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.; Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates

Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021; Managing Director of Operations (2019-2021); Director of Funds Group (2017-2019); Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC; President, Director since 2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust Company since 2021;

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial
	Group; Director of Fund Administration (2017-2019) - Thornburg Investment
	Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson
	Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	39
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/
	Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and
	affiliates
	Holds one or more of the following titles for various affiliates: General
	Counsel

*Interested Director, within the meaning of the 1940 Act by reason of his positions with the Fund’s Advisor, Manning & Napier Advisors, LLC, and Distributor, Manning & Napier

Investor Services, Inc.

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

{This page intentionally left blank}

Real Estate Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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-PORT, 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 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNRES-12/21-AR

Manning & Napier Fund, Inc.

Diversified Tax Exempt Series

Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

Marc Mayer

Chief Executive Officer

Diversified Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

To provide as high a level of current income that is exempt from federal income taxes which the Advisor believes is consistent with the preservation of capital. The Series invests primarily in municipal bonds that provide income exempt from federal income tax.

Performance Commentary

Despite lingering inflation concerns, potential balance sheet reductions by the Federal Reserve, and looming interest rate hikes, the municipal bond market posted slightly positive returns for the year. Overall, municipal yields ended the year slightly higher with the largest increase occurring in the belly of the curve (i.e., securities in the 5 to 7-year maturity range generally saw the greatest increase in yields) and credit spreads tightened. The highest returning areas of the market included hospital and transportation bonds from a sector perspective, longer-dated issuances from a maturity perspective, and lower quality issuances when looking at it from a quality perspective.

The Diversified Tax Exempt Series Class A shares delivered positive absolute returns but underperformed on a relative basis, returning 0.16% during the year versus 0.59% for the benchmark (i.e., the Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index).

Underperformance primarily occurred during the first part of the year given the Series’ higher duration than the benchmark, coupled with an overweight allocation to longer-dated securities, as interest rates rose.

In terms of positioning, we continue to have a positive view of revenue bonds and, within general obligations (GOs), we have a relatively high-quality tilt as a result of our selectivity within the sector.

As the economic cycle moves forward, we are actively becoming more measured in our approach. Given tight credit spreads across much of the market and the prospect of interest rates rising off their post-pandemic lows, fixed income investors can generally expect a more challenging environment going forward.

Performance for the Diversified Tax Exempt Series Class A shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

Additional information and associated disclosures can be found on the Performance Update page of this report.

Diversified Tax Exempt Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS
	AS OF DECEMBER 31, 2021
	ONE	FIVE	TEN
	YEAR¹	YEAR	YEAR
Diversified Tax Exempt Series - Class A²	0.16%	2.78%	1.77%
Diversified Tax Exempt Series - Class W^2,3	0.62%	3.08%	1.92%
Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index⁴	0.59%	3.00%	2.48%

The following graph compares the value of a $10,000 investment in the Diversified Tax Exempt Series - Class A for the ten years ended December 31, 2021 to the Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index.

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 December 31, 2021, this net expense ratio was 0.67% for Class A and 0.17% for Class W. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.67% for Class A and 0.67% for Class W for the year ended December 31, 2021.

³For periods through March 1, 2019 (the inception date of the Class W shares), performance for the Class W shares is based on the historical performance of the Class A shares. Because the Class W shares invest in the same portfolio of securities as the Class A shares, performance will be different only to the extent that the Class A shares have a higher expense ratio.

⁴The Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index is a subset of the ICE BofA U.S. Municipal Securities Index. The Index includes all U.S. dollar denominated investment grade tax-exempt debt with a remaining term to final maturity greater than one year, but less than twelve years. Qualifying securities must have at least 18 months to final maturity at the time of issuance and a fixed coupon schedule. The Index returns do not reflect any fees or expenses.Index returns provided by ICE Intercontinental Exchange (ICE). Index data referenced herein is the property of ICE Data Indices, LLC, its affiliates (“ICE Data”) and/or its third party suppliers and has been licensed for use by Manning & Napier. ICE Data and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/benchmark-provisions.

Diversified Tax Exempt 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 (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	BEGINNING	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class A
Actual	$1,000.00	$997.70	$3.37	0.67%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.83	$3.41	0.67%
Class W
Actual	$1,000.00	$999.70	$0.86	0.17%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.35	$0.87	0.17%

Diversified Tax Exempt Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

Top Ten States²
New York	20.3%	Ohio	4.6%
Texas	9.4%	District of Columbia	3.2%
Illinois	8.1%	Arizona	3.1%
Pennsylvania	6.5%	New Jersey	3.0%
Florida	5.5%	Tennessee	2.9%

²As a percentage of total investments.

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2021

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS - 87.7%
ALABAMA - 1.0%
Cullman Utilities Board Water Division, Revenue Bond, AGM, 4.000%, 9/1/2025	1,000,000‌	$	1,119,740‌

ALASKA - 2.1%
Alaska Municipal Bond Bank Authority
Electric Light & Power Impt., Revenue Bond, 5.000%, 12/1/2025	750,000‌		876,428‌
Electric Light & Power Impt., Revenue Bond, 5.000%, 12/1/2030	875,000‌		1,146,154‌
Public Impt., Prerefunded Balance, Series 2, Revenue Bond, 5.000%, 9/1/2022	365,000‌		367,752‌
Public Impt., Unrefunded Balance, Series 2, Revenue Bond, 5.000%, 9/1/2022	135,000‌		136,023‌
			2,526,357‌
ARIZONA - 3.1%
Mesa
Multiple Utility Impt., Revenue Bond, 5.000%, 7/1/2023	1,050,000‌		1,124,655‌
Multiple Utility Impt., Revenue Bond, 5.000%, 7/1/2024	1,200,000‌		1,337,784‌
Scottsdale, Water & Sewer, Revenue Bond, 5.250%, 7/1/2022	1,130,000‌		1,158,510‌
			3,620,949‌
COLORADO - 1.0%
E-470 Public Highway Authority, Senior Lien, Series A, Revenue Bond, 5.000%, 9/1/2026	1,000,000‌		1,195,750‌

DISTRICT OF COLUMBIA - 3.1%
District of Columbia
Public Impt., Series A, G.O. Bond, 5.000%, 6/1/2022	1,385,000‌		1,412,506‌
Public Impt., Series D, G.O. Bond, 5.000%, 6/1/2022	1,250,000‌		1,274,825‌
District of Columbia Water & Sewer Authority, Series C, Revenue Bond, 5.000%, 10/1/2022	1,000,000‌		1,035,830‌
			3,723,161‌
FLORIDA - 5.4%
Central Florida Expressway Authority
Senior Lien, Revenue Bond, 5.000%, 7/1/2024	500,000‌		556,880‌
Senior Lien, Revenue Bond, 5.000%, 7/1/2027	500,000‌		613,800‌
Senior Lien, Revenue Bond, 5.000%, 7/1/2038	530,000‌		639,896‌
Florida State, Series B, G.O. Bond, 5.000%, 6/1/2024	930,000‌		1,034,104‌
Florida State Department of Transportation Turnpike System, Series B, Revenue Bond, 2.500%, 7/1/2026	505,000‌		537,367‌

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS (continued)
FLORIDA (continued)
JEA Electric System, Series A, Revenue Bond, 5.000%, 10/1/2028	1,000,000‌	$	1,256,280‌
Port St. Lucie Utility System, Water Utility Impt., Revenue Bond, NATL, 5.250%, 9/1/2023	500,000‌		540,705‌
Tampa-Hillsborough County Expressway Authority, Highway Impt., Series A, Revenue Bond, BAM, 5.000%, 7/1/2028	1,000,000‌		1,250,360‌
			6,429,392‌
HAWAII - 0.4%
Hawaii, Series GJ, G.O. Bond, 1.033%, 8/1/2025	500,000‌		495,595‌

ILLINOIS - 8.0%
Aurora, Waterworks & Sewerage
Series B, Revenue Bond, 3.000%,12/1/2022	500,000‌		512,490‌
Series B, Revenue Bond, 3.000%, 12/1/2023	625,000‌		654,219‌
Illinois Municipal Electric Agency
Series A, Revenue Bond, 5.000%, 2/1/2025	2,000,000‌		2,265,220‌
Series A, Revenue Bond, 5.000%, 2/1/2026	730,000‌		844,515‌
Illinois State, Public Impt., Series A, G.O. Bond, 5.000%, 11/1/2024	1,800,000‌		2,017,728‌
Illinois State Toll Highway Authority
Highway Impt., Series B, Revenue Bond, 5.000%, 1/1/2038	1,050,000‌		1,234,485‌
Series B, Revenue Bond, 5.000%, 1/1/2031	1,500,000‌		1,933,155‌
			9,461,812‌
INDIANA - 1.0%
South Bend Sewage Works, Revenue Bond, 3.000%, 12/1/2025	1,075,000‌		1,172,890‌

IOWA - 2.3%
Cedar Falls, Electric Utility, Revenue Bond, 5.000%, 12/1/2023	2,000,000‌		2,177,760‌
Johnston, Public Impt., Series A, G.O. Bond, 5.000%, 6/1/2023	520,000‌		554,830‌
			2,732,590‌
KENTUCKY - 1.3%
Kentucky Municipal Power Agency, Series A, Revenue Bond, NATL, 5.000%, 9/1/2024	1,355,000‌		1,508,142‌

LOUISIANA - 1.0%
New Orleans
Sewer Impt., Revenue Bond, 5.000%, 6/1/2023	300,000‌		319,698‌
Sewer Impt., Series B, Revenue Bond, 5.000%, 6/1/2027	500,000‌		605,040‌

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2021

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS (continued)
LOUISIANA (continued)
Shreveport, Water & Sewer, Series B, Revenue Bond, AGM, 3.000%, 12/1/2022	300,000	$	306,966‌
			1,231,704‌
MAINE - 0.6%
Maine Turnpike Authority, Highway Impt., Revenue Bond, 5.000%, 7/1/2033	550,000‌		715,126‌

MARYLAND - 0.6%
Baltimore County, G.O. Bond, 5.000%, 3/1/2023	665,000‌		702,134‌

MASSACHUSETTS - 0.4%
Massachusetts, Series B, G.O. Bond, 5.000%, 7/1/2024	410,000‌		457,511‌

MISSISSIPPI - 0.4%
Mississippi, Series E, G.O. Bond, 1.122%, 10/1/2025	500,000‌		497,800‌

MISSOURI - 2.1%
Kansas City, Sanitary Sewer System, Sewer Impt., Series A, Revenue Bond, 4.000%, 1/1/2025	750,000‌		826,222‌
Missouri Joint Municipal Electric Utility Commission, Prairie Street Project, Revenue Bond, 5.000%, 1/1/2027	1,410,000‌		1,696,456‌
			2,522,678‌
NEBRASKA - 1.4%
Nebraska Public Power District, Series B, Revenue Bond, 5.000%, 1/1/2030	640,000‌		829,408‌
Omaha, Public Impt., Series A, G.O. Bond, 2.500%, 1/15/2023	760,000‌		778,012‌
			1,607,420‌
NEW JERSEY - 2.9%
New Jersey Economic Development Authority
Revenue Bond, 5.000%, 6/15/2028	700,000‌		868,084‌
School Impt., Revenue Bond, 5.000%, 6/15/2029	750,000‌		946,200‌
New Jersey Transportation Trust Fund Authority, Transit Impt., Series AA, Revenue Bond, 5.000%, 6/15/2026	1,445,000‌		1,650,609‌
			3,464,893‌
NEW MEXICO - 1.1%
Albuquerque Bernalillo County Water Utility Authority, Water Utility Impt., Revenue Bond, 5.000%, 7/1/2022	1,250,000‌		1,279,812‌

NEW YORK - 20.1%
Metropolitan Transportation Authority, Transit Impt., Green Bond, Series C-1, Revenue Bond, 4.750%, 11/15/2045	2,000,000‌		2,396,240‌

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS (continued)
NEW YORK (continued)
New York City
Public Impt., Subseries F-3, G.O. Bond, 5.000%, 12/1/2024	825,000	$	934,057‌
Series D, G.O. Bond, 1.216%, 8/1/2026	1,200,000‌		1,183,500‌
Series J, G.O. Bond, 5.000%, 8/1/2023	950,000‌		1,020,680‌
New York City Transitional Finance Authority, Building Aid, Prerefunded Balance, Series S-4A, Revenue Bond, 5.000%, 7/15/2023	645,000‌		691,950‌
New York City Water & Sewer System, Series EE, Revenue Bond, 5.000%, 6/15/2040	3,500,000‌		4,292,855‌
New York State Dormitory Authority
Public Impt., Prerefunded Balance, Series C, Revenue Bond, 5.000%, 3/15/2023	2,000,000‌		2,114,920‌
School Impt., Series E, Revenue Bond, AGM, 5.000%, 10/1/2025	860,000‌		928,680‌
Series C, Revenue Bond, 0.887%, 3/15/2025	950,000‌		936,861‌
Series C, Revenue Bond, 1.187%, 3/15/2026	1,110,000‌		1,094,627‌
New York State Thruway Authority, Series B, Revenue Bond, 4.000%, 1/1/2038	2,390,000‌		2,799,359‌
New York State Urban Development Corp., Highway Impt., Series C, Revenue Bond, 5.000%, 3/15/2024	765,000‌		808,819‌
Port Authority of New York & New Jersey, Airport & Marina Impt., Consolidated Series 222, Revenue Bond, 5.000%, 7/15/2032	1,185,000‌		1,544,884‌
Triborough Bridge & Tunnel Authority, Series A, Revenue Bond, 5.000%, 11/15/2023	2,805,000‌		2,981,939‌
			23,729,371‌
NORTH CAROLINA - 1.9%
Charlotte, Series A, G.O. Bond, 5.000%, 8/1/2022	615,000‌		632,202‌
North Carolina Turnpike Authority, Highway Impt., Revenue Bond, 5.000%, 2/1/2024	1,500,000‌		1,634,865‌
			2,267,067‌
OHIO - 4.6%
Brecksville-Broadview Heights City School District, School Impt., Prerefunded Balance, G.O. Bond, 5.000%, 12/1/2048..	1,000,000‌		1,089,480‌
Cincinnati, Public Impt., Series A, G.O. Bond, 5.000%, 12/1/2027.	1,100,000‌		1,365,056‌
Mason
Recreational Facility Impt., Series A, G.O. Bond, 3.000%, 12/1/2023	595,000‌		625,732‌

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2021

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS (continued)
OHIO (continued)
Mason (continued)
Recreational Facility Impt., Series B, G.O. Bond, 2.000%, 12/1/2023	680,000‌	$	702,188‌
Middletown City School District, School Impt., Prerefunded Balance, G.O. Bond, 5.250%, 12/1/2040	1,000,000‌		1,046,260‌
Toledo Water System, Water Utility Impt., Series A, Revenue Bond, 5.000%, 11/15/2022	610,000‌		610,818‌
			5,439,534‌
OREGON - 1.2%
Metro, Recreational Facility Impt., Series A, G.O. Bond, 5.000%, 6/1/2023	825,000‌		841,137‌
Oregon State, Public Impt., Series K, G.O. Bond, 5.000%, 8/1/2023	575,000‌		617,682‌
			1,458,819‌

PENNSYLVANIA - 6.4%
Pennsylvania Turnpike Commission
Highway Impt., Series A, Revenue Bond, 5.000%, 12/1/2029	750,000‌		964,448‌
Highway Impt., Series A, Revenue Bond, 5.000%, 12/1/2030	850,000‌		1,089,742‌
Highway Impt., Series A-1, Revenue Bond, 5.000%, 12/1/2023	1,200,000‌		1,306,656‌
Series A-2, Revenue Bond, 5.000%, 6/1/2028..	590,000‌		695,215‌
Philadelphia, Water & Wastewater, Water Utility Impt., Series A, Revenue Bond, 5.000%, 11/1/2040	2,450,000‌		3,152,341‌
Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM, 5.000%, 9/1/2032	300,000‌		393,165‌
			7,601,567‌
TENNESSEE - 2.9%
Knoxville Electric System Revenue
Series FF, Revenue Bond, 5.000%, 7/1/2023	800,000‌		818,648‌
Series FF, Revenue Bond, 5.000%, 7/1/2025	705,000‌		721,250‌
Metropolitan Government of Nashville & Davidson County, Water & Sewer, Series B, Revenue Bond, 1.031%, 7/1/2025	650,000‌		642,915‌
Sullivan County, Correctional Facility Impt, G.O. Bond, 5.000%, 5/1/2027	1,000,000‌		1,220,910‌
			3,403,723‌
TEXAS - 9.3%
Austin Electric Utility, Series A, Revenue Bond, 5.000%, 11/15/2022	500,000‌		520,870‌
Central Texas Turnpike System, Series C, Revenue Bond, 5.000%, 8/15/2027	1,470,000‌		1,639,667‌
Harris County, Senior Lien, Toll Road Impt., Series B, Revenue Bond, 5.000%, 8/15/2023	600,000‌		645,888‌

	PRINCIPAL
	AMOUNT¹/		VALUE
	SHARES		(NOTE 2)

MUNICIPAL BONDS (continued)
TEXAS (continued)
North Texas Municipal Water District Water System, Series A, Revenue Bond, 5.000%, 9/1/2027	1,500,000‌		$1,847,640‌
North Texas Tollway Authority
Series A, Revenue Bond, 5.000%, 1/1/2026	500,000‌		545,010‌
Series A, Revenue Bond, 5.000%, 1/1/2027	2,000,000‌		2,339,160‌
Series B, Revenue Bond, 5.000%, 1/1/2029	925,000‌		1,173,002‌
San Antonio Electric & Gas, Revenue Bond, 5.000%, 2/1/2025	1,000,000‌		1,027,680‌
Texas Municipal Gas Acquisition & Supply Corp. III
Revenue Bond, 5.000%, 12/15/2026	200,000‌		237,338‌
Revenue Bond, 5.000%, 12/15/2027	600,000‌		728,202‌
Revenue Bond, 5.000%, 12/15/2028	250,000‌		309,510‌
			11,013,967‌
WASHINGTON - 2.1%
Washington State, Series R, G.O. Bond, 5.000%, 8/1/2027	2,000,000‌		2,464,300‌

TOTAL MUNICIPAL BONDS
(Identified Cost $101,924,103)			103,843,804‌

U.S. TREASURY SECURITIES - 5.9%

U.S. Treasury Notes - 5.9%
U.S. Treasury Note
1.50%, 12/15/2022	590,000‌		596,960‌
0.125%, 1/31/2023	605,000‌		602,920‌
0.125%, 2/28/2023	605,000‌		602,519‌
0.125%, 3/31/2023	605,000‌		602,235‌
0.25%, 4/15/2023	600,000‌		598,008‌
1.75%, 5/15/2023	590,000‌		599,749‌
0.25%, 6/15/2023	600,000‌		597,234‌
0.125%, 7/15/2023	605,000‌		600,675‌
2.50%, 8/15/2023	580,000‌		597,400‌
0.875%, 12/15/2024	500,000‌		500,664‌
1.625%, 12/31/2024	500,000‌		511,543‌
2.25%, 12/31/2024	500,000‌		518,926‌

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $6,953,625)			6,928,833‌

SHORT-TERM INVESTMENT - 5.2%
Dreyfus Government Cash Management, Institutional Shares, 0.03%²
(Identified Cost $6,212,918)	6,212,918‌		6,212,918‌

TOTAL INVESTMENTS - 98.8%
(Identified Cost $115,090,646)			116,985,555‌
OTHER ASSETS, LESS LIABILITIES - 1.2%			1,384,745‌
NET ASSETS - 100.0%		$	118,370,300

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2021

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGM (Assurance Guaranty Municipal Corp.)

BAM (Build America Mutual Assurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Amount is stated in USD unless otherwise noted.

²Rate shown is the current yield as of December 31, 2021.

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

Diversified Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments, at value (identified cost $115,090,646) (Note 2)	$	116,985,555
Interest receivable		1,176,869
Receivable for fund shares sold		241,632
Dividends receivable		140
Prepaid expenses		8,241

		118,412,437
TOTAL ASSETS

LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		22,296
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Accrued management fees (Note 3)		1,082
Audit fees payable		7,502
Accrued printing and postage fees payable		3,912
Other payables and accrued expenses		5,814

TOTAL LIABILITIES		42,137

TOTAL NET ASSETS	$	118,370,300

NET ASSETS CONSIST OF:

Capital stock	$	108,176
Additional paid-in-capital		114,998,518
Total distributable earnings (loss)		3,263,606

TOTAL NET ASSETS	$	118,370,300

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,430,359/222,137 shares)	$	10.94

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($115,939,941/10,595,438 shares)	$	10.94

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

Diversified Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest	$	2,068,971
Dividends		1,154
Other Income		10,885

Total Investment Income		2,081,010

EXPENSES:

Management fees (Note 3)		654,179
Fund accounting and administration fees (Note 3)		67,587
Directors’ fees (Note 3)		16,044
Chief Compliance Officer service fees (Note 3)		6,123
Audit fees		49,635
Custodian fees		5,712
Miscellaneous		79,925

Total Expenses		879,205
Less reduction of expenses (Note 3)		(641,517	)

Net Expenses		237,688

NET INVESTMENT INCOME		1,843,322

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		8,714,790

Net change in unrealized appreciation (depreciation) on investments		(9,903,740	)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(1,188,950	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	654,372

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

Diversified Tax Exempt Series

Statements of Changes in Net Assets

	FOR THE			FOR THE
	YEAR ENDED			YEAR ENDED
	12/31/21			12/31/20
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,843,322		$	4,311,399
Net realized gain (loss) on investments		8,714,790			2,133,194
Net change in unrealized appreciation (depreciation) on investments		(9,903,740	)		6,077,786

Net increase (decrease) from operations		654,372			12,522,379

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

Class A		(151,254	)		(46,521	)
Class W		(7,220,650	)		(5,434,869	)

Total distributions to shareholders		(7,371,904	)		(5,481,390	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(131,176,695	)		55,493,327

Net increase (decrease) in net assets		(137,894,227	)		62,534,316

NET ASSETS:

Beginning of year		256,264,527			193,730,211

End of year	$	118,370,300		$	256,264,527

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

Diversified Tax Exempt Series

Financial Highlights - Class A

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$11.58‌

$11.14‌

$10.90‌

$10.98‌

$10.86‌

Income from investment operations:

Net investment income¹

0.10‌

0.15‌

0.17‌

0.15‌

0.13‌

Net realized and unrealized gain (loss) on investments

(0.08

)

0.48‌

0.39‌

(0.08

)

0.13‌

Total from investment operations

0.02‌

0.63‌

0.56‌

0.07‌

0.26‌

Less distributions to shareholders:

From net investment income

(0.09

)

(0.10

)

(0.20

)

(0.15

)

(0.14

)

From net realized gain on investments

(0.57

)

(0.09

)

(0.12

)

—‌

Total distributions to shareholders

(0.66

)

(0.19

)

(0.32

)

(0.15

)

(0.14

)

Net asset value - End of year.

$10.94‌

$11.58‌

$11.14‌

$10.90‌

$10.98‌

Net assets - End of year (000’s omitted)

$2,430

$2,324

$4,394

$297,814

$278,329

Total return²

0.16%

5.73%‌

5.10%‌

0.65%‌

2.37%‌

Ratios (to average net assets)/Supplemental Data:

Expenses

0.67%‌

0.61%‌

0.58%‌

0.59%‌

0.58%‌

Net investment income

0.91%‌

1.35%‌

1.62%‌

1.42%‌

1.22%‌

Series portfolio turnover

23%‌

41%‌

29%‌

12%‌

4%‌

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.

Diversified Tax Exempt Series

Financial Highlights - Class W

	FOR THE YEAR ENDED				FOR THE
					PERIOD
					3/1/19¹TO
	12/31/21		12/31/20		12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$11.59‌		$11.15‌		$11.01‌

Income from investment operations:
Net investment income²	0.16‌		0.21‌		0.20‌
Net realized and unrealized gain (loss) on investments	(0.09	)	0.48‌		0.31‌
Total from investment operations	0.07‌		0.69‌		0.51‌

Less distributions to shareholders:
From net investment income	(0.15	)	(0.16	)	(0.25	)
From net realized gain on investments	(0.57	)	(0.09	)	(0.12	)
Total distributions to shareholders	(0.72	)	(0.25	)	(0.37	)

Net asset value - End of period	$10.94‌		$11.59‌		$11.15‌
Net assets - End of period (000’s omitted)	$115,940		$253,941		$189,336
Total return³	0.62%		6.23%‌		4.61%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.17%‌		0.11%‌		0.11%	⁴
Net investment income	1.42%‌		1.79%‌		2.14%	⁴
Series portfolio turnover	23%‌		41%‌		29%‌

0.50%‌ 0.50%‌ 0.50%‌ ⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

Diversified Tax Exempt Series

Notes to Financial Statements

Organization

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

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

The Series is authorized to issue two classes of shares (Class A and Class W). While each class of shares is substantially the same, each class has its own investment eligibility criteria and cost structure.

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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as Diversified Tax Exempt Series Class A common stock and 50 million have been designated as Diversified Tax Exempt Series Class W common stock.

Significant Accounting Policies

Security Valuation

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

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

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 December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
Municipal Bonds	$	103,843,804	$	—	$	103,843,804	$	—
U.S. Treasury and other U.S. Government agencies		6,928,833		—		6,928,833		—
Short-Term Investment		6,212,918		6,212,918		—		—
Total assets	$	116,985,555	$	6,212,918	$	110,772,637	$	—

There were no Level 3 securities held by the Series as of December 31, 2020 or December 31, 2021.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Distributions of Income and Gains

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

Indemnifications

Other

Transactions with Affiliates

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

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.

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Pursuant to the advisory fee waiver, the Advisor waived $641,517 in management fees for Class W shares for the year ended December 31, 2021. This amount is included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, there are no expenses eligible to be recouped by the Advisor.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $23,727,593 and $163,529,188, respectively. Purchases of U.S. Government securities, other than short-term securities, were $6,961,565. There were no sales of U.S. Government securities.

Capital Stock Transactions

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

CLASS A	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		121,144		$	1,400,116			82,203		$	893,427
Reinvested		13,707			150,949			3,999			45,891
Repurchased		(113,352	)		(1,298,287	)		(279,889	)		(3,192,964	)
Total		21,499		$	252,778			(193,687	)	$	(2,253,646	)

CLASS W	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,222,473		$	14,076,424			10,351,481		$	118,837,178
Reinvested		629,320			6,944,529			424,534			4,884,034
Repurchased		(13,167,815	)		(152,450,426	)		(5,850,618	)		(65,974,239	)
Total		(11,316,022	)	$	(131,429,473	)		4,925,397		$	57,746,973

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

Line of Credit

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

Financial Instruments

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 market discount on investments and tax 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 December 31, 2021, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $3,036,731 and decrease Total Distributable Earnings (Loss) by $3,036,731. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/21		FOR THE YEAR ENDED 12/31/20
Ordinary income	$	557,648	$	1,270,851
Tax exempt income	$	1,548,715	$	3,455,906
Long-term capital gains	$	5,265,541	$	754,633

Cost for federal income tax purposes	$	115,143,947
Unrealized appreciation		2,034,025
Unrealized depreciation		(192,417	)

Net unrealized appreciation	$	1,841,608
Undistributed tax exempt income	$	1,395,430
Undistributed long-term capital gains	$	16,395

Market Event

Diversified Tax Exempt Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Diversified Tax Exempt Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

New York, New York

February 18, 2022

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

Diversified Tax Exempt 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.

The Series designates $7,874,817 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer

Name:	Paul Battaglia*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) - Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997

Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments); Managing Member (2010-2016) - VenBio (investments).
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family Office); Head of Corporate Development (2019-2020) – Caelum Biosciences (pharmaceutical development); Head of Private Investments (2015-2018) – AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019-2020) – Madison Dearborn Partners (private equity); General Counsel/CCO (2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC (Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Russell O. Vernon
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management (economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);


Officers:
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor Services, Inc.

Name:	Samantha Larew
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker-Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker-Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.; Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates

Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021; Managing Director of Operations (2019-2021); Director of Funds Group (2017-2019); Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC; President, Director since 2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust Company since 2021;

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial Group; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	39
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/Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: General Counsel

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

Diversified Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

By phone

1-800-466-3863

On the Securities and Exchange

Commission’s (SEC) web site

http://www.sec.gov

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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-PORT, 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

Fund Holdings - Month-End

Fund Holdings - Quarter-End

Shareholder Report - Annual

Shareholder Report - Semi-Annual

MNDTE-12/21-AR

(GRAPHIC)

Manning & Napier Fund, Inc.

New York Tax Exempt Series

Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

(GRAPHIC)

Marc Mayer
Chief Executive Officer

New York Tax Exempt Series

Fund Commentary
(unaudited)

Investment Objective

To provide as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital. The Series invests primarily in municipal bonds that provide income exempt from federal income tax and New York State personal income tax.

Performance Commentary

The New York Tax-Exempt Series Class A shares delivered positive absolute returns but underperformed on a relative basis, returning 0.24% during the year versus 0.59% for the benchmark (i.e., the Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index).

Performance for the New York Tax Exempt Series Class A shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

Additional information and associated disclosures can be found on the Performance Update page of this report.

New York Tax Exempt Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2021
	ONE YEAR¹	FIVE YEAR	TEN YEAR
New York Tax Exempt Series - Class A²	0.24%	2.51%	1.61%
New York Tax Exempt Series - Class W^2,3	0.80%	2.83%	1.77%
Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index⁴	0.59%	3.00%	2.48%

The following graph compares the value of a $10,000 investment in the New York Tax Exempt Series - Class A for the ten years ended December 31, 2021 to the Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index.

(GRAPHIC)

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 December 31, 2021, this net expense ratio was 0.79% for Class A and 0.29% for Class W. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.79% for Class A and 0.79% for Class W for the year ended December 31, 2021.

⁴The Intercontinental Exchange (ICE) Bank of America (BofA) 1-12 Year Municipal Bond Index is a subset of the ICE BofA U.S. Municipal Securities Index. The Index includes all U.S. dollar denominated investment grade tax-exempt debt with a remaining term to final maturity greater than one year, but less than twelve years. Qualifying securities must have at least 18 months to final maturity at the time of issuance and a fixed coupon schedule. The Index returns do not reflect any fees or expenses. Index returns provided by ICE Intercontinental Exchange (ICE). Index data referenced herein is the property of ICE Data Indices, LLC, its affiliates (“ICE Data”) and/or its third party suppliers and has been licensed for use by Manning & Napier. ICE Data and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/benchmark-provisions.

New York Tax Exempt 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 (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	BEGINNING	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class A
Actual	$1,000.00	$997.30	$3.98	0.79%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.22	$4.02	0.79%
Class W
Actual	$1,000.00	$1,001.10	$1.46	0.29%
Hypothetical
(5% return before expenses)	$1,000.00	$1,023.74	$1.48	0.29%

New York Tax Exempt Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2021


	PRINCIPAL AMOUNT¹/ SHARES	VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS - 91.2%
Bath Central School District, G.O.
Bond, 4.000%, 6/15/2025	750,000‌	$	842,123‌
Beacon City School District, G.O.
Bond, 2.000%, 6/15/2024	390,000‌		402,344‌
Briarcliff Manor, Public Impt., G.O.
Bond, 5.000%, 2/1/2023	400,000‌		420,552‌
Brighton Central School District
G.O. Bond, 2.125%, 6/15/2025	500,000‌		528,295‌
School Impt., G.O. Bond, 2.000%,
6/15/2026	1,520,000‌		1,614,179‌
Brookhaven, Public Impt., Recreational
Facility Impt., G.O. Bond, 4.000%,
3/15/2025	400,000‌		432,092‌
Brookhaven-Comsewogue Union Free
School District, School Impt., G.O.
Bond, 2.250%, 5/15/2024	500,000‌		519,620‌
Buffalo, Public Impt., Recreational
Facility Impt., Series A, G.O. Bond,
5.000%, 4/1/2024	250,000‌		275,723‌
Buffalo Municipal Water Finance
Authority
Series A, Revenue Bond, 4.000%,
7/1/2022	300,000‌		305,472‌
Series A, Revenue Bond, 5.000%,
7/1/2023	300,000‌		320,256‌
Water Utility Impt., Series A, Revenue
Bond, AGM, 5.000%, 7/1/2039	250,000‌		293,323‌
Water Utility Impt., Series A, Revenue
Bond, AGM, 5.000%, 7/1/2043	600,000‌		699,384‌
Water Utility Impt., Series A, Revenue
Bond, AGM, 5.000%, 7/1/2048	250,000‌		289,627‌
Clarkstown, Public Impt., Series A, G.O.
Bond, 2.000%, 6/15/2026	535,000‌		564,527‌
Dutchess County, Series B, G.O. Bond,
2.000%, 4/1/2027	1,000,000‌		1,068,480‌
Enlarged City School District of Troy,
G.O. Bond, BAM, 2.000%, 6/1/2026	500,000‌		526,565‌
Erie County
Public Impt., Series A, G.O. Bond,
5.000%, 9/15/2026	300,000‌		360,831‌
Public Impt., Series A, G.O. Bond,
5.000%, 9/15/2027	200,000‌		247,476‌
Erie County Fiscal Stability Authority,
Series D Revenue Bond, 5.000%,
9/1/2038	1,000,000‌		1,217,530‌
Greece Central School District, G.O.
Bond, BAM, 2.500%, 6/15/2023	620,000‌		639,790‌
Kings Park Central School District,
School Impt., G.O. Bond, 2.000%,
9/1/2024	415,000‌		432,306‌
Metropolitan Transportation Authority,
Transit Impt., Green Bond, Series C-1,
Revenue Bond, 4.750%, 11/15/2045	1,175,000‌		1,407,791‌
New York City
G.O. Bond, 5.000%, 8/1/2026	515,000‌		616,331‌


	PRINCIPAL AMOUNT¹/ SHARES	VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
New York City (continued)
Public Impt., Series 2, G.O. Bond,
3.375%, 3/1/2025	500,000‌	$	532,275‌
Public Impt., Series D2, G.O. Bond,
3.430%, 12/1/2024	500,000‌		531,995‌
Series D, G.O. Bond, 1.216%,
8/1/2026	500,000‌		493,125‌
New York City Transitional Finance
Authority Building Aid
Prerefunded Balance, Revenue Bond,
5.000%, 7/15/2023	390,000‌		417,827‌
Unrefunded Balance, Revenue Bond,
5.000%, 7/15/2023	430,000‌		461,265‌
New York City Transitional Finance
Authority, Building Aid, Public Impt.,
Series S-2, Revenue Bond, 5.000%,
7/15/2023	2,000,000‌		2,145,420‌
New York City Transitional Finance
Authority, Future Tax Secured,
Series B, Revenue Bond, 5.000%,
11/1/2024	3,000,000‌		3,119,160‌
New York City Water & Sewer
System, Water Utility Impt., Subseries
BB-1, Revenue Bond, 5.000%,
6/15/2046	2,000,000‌		2,407,160‌
New York State, Highway Impt., Series
A, G.O. Bond, 5.000%, 3/15/2023	510,000‌		539,335‌
New York State Dormitory Authority
Highway Impt., Series A, Revenue
Bond, 5.000%, 3/15/2027	315,000‌		379,037‌
School Impt., Series A, Revenue
Bond, 5.000%, 3/15/2027	450,000‌		549,936‌
School Impt., Unrefunded Balance,
Series E, Revenue Bond, 5.000%,
3/15/2026	760,000‌		901,717‌
Series C, Revenue Bond, 0.887%,
3/15/2025	500,000‌		493,085‌
Unrefunded Balance, Series A,
Revenue Bond, 5.000%, 2/15/2030	1,500,000‌		1,810,650‌
New York State Environmental Facilities
Corp.
Water and Sewer, Series A, Revenue
Bond, 5.000%, 6/15/2025	300,000‌		320,625‌
Water Utility Impt., Series B, Revenue
Bond, 4.000%, 8/15/2046	2,000,000‌		2,233,000‌
New York State Thruway Authority,
Series B, Revenue Bond, 4.000%,
1/1/2038	1,000,000‌		1,171,280‌
New York State Urban Development
Corp.
Economic Impt., Series A, Revenue
Bond, 5.000%, 3/15/2025	435,000‌		497,653‌
Series A, Revenue Bond, 5.000%,
3/15/2027	1,875,000‌		2,214,825‌
North Colonie Central School District,
G.O. Bond, 2.000%, 7/15/2027	1,000,000‌		1,068,390‌

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2021


	PRINCIPAL AMOUNT¹/ SHARES		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
North Rose-Wolcott Central School
District, G.O. Bond, AGM, 2.000%,
6/15/2025	500,000‌	$	522,830‌
Onondaga County, Public Impt.,
Telecommunications Impt., G.O. Bond,
5.000%, 5/15/2023	1,000,000‌		1,065,090‌
Orangetown, Series B, G.O. Bond,
5.000%, 9/15/2026	355,000‌		424,615‌
Perinton
G.O. Bond, 4.000%, 12/15/2022	210,000‌		217,327‌
G.O. Bond, 4.000%, 12/15/2023	160,000‌		171,067‌
Port Authority of New York & New
Jersey, Consolidated Series 184,
Revenue Bond, 5.000%, 9/1/2025	1,000,000‌		1,121,770‌
Rochester, School Impt., Series A, G.O.
Bond, AMBAC, 5.000%, 8/15/2022	95,000‌		97,818‌
Sachem Central School District, G.O.
Bond, 5.000%, 10/15/2023	250,000‌		271,042‌
Schenectady, School Impt., G.O. Bond,
2.000%, 12/15/2024	1,485,000‌		1,551,186‌
Smithtown
Public Impt., Recreational Facility
Impt., G.O. Bond, 2.000%,
2/15/2022	675,000‌		676,444‌
Public Impt., Recreational Facility
Impt., G.O. Bond, 2.000%,
2/15/2023	435,000‌		443,770‌
South Glens Falls Central School
District, Series A, G.O. Bond, 2.000%,
7/15/2027	1,000,000‌		1,066,150‌
Sullivan County, Public Impt., G.O.
Bond, 3.000%, 11/15/2023	500,000‌		522,120‌
Triborough Bridge & Tunnel Authority
Highway Impt., Series A, Revenue
Bond, 5.000%, 11/15/2023	350,000‌		380,488‌
Highway Impt., Series A, Revenue
Bond, 4.000%, 11/15/2044	500,000‌		584,535‌
Series B, Revenue Bond, 5.000%,
11/15/2029	360,000‌		437,872‌
Vestal Central School District, G.O.
Bond, 2.000%, 6/15/2025	685,000‌		718,914‌
Wappinger
Highway Impt., G.O. Bond, 2.000%,
10/1/2027	310,000‌		330,603‌
Highway Impt., G.O. Bond, 2.000%,
10/1/2028	320,000‌		341,849‌
Webster Central School District
School Impt., G.O. Bond, 2.125%,
10/15/2025	320,000‌		338,909‌
School Impt., G.O. Bond, 2.250%,
10/15/2026	330,000‌		354,443‌

TOTAL MUNICIPAL BONDS
(Identified Cost $46,773,931)			47,951,219‌


	PRINCIPAL AMOUNT¹/ SHARES		VALUE (NOTE 2)

U.S. TREASURY SECURITIES - 4.3%

U.S. Treasury Notes - 4.3%
U.S. Treasury Note
1.50%, 12/15/2022	245,000‌	$	247,890‌
0.125%, 1/31/2023	250,000‌		249,141‌
0.125%, 2/28/2023	250,000‌		248,974‌
0.125%, 3/31/2023	250,000‌		248,857‌
0.25%, 4/15/2023	250,000‌		249,170‌
1.75%, 5/15/2023	245,000‌		249,048‌
0.25%, 6/15/2023	250,000‌		248,848‌
0.125%, 7/15/2023	250,000‌		248,213‌
2.50%, 8/15/2023	240,000‌		247,200‌

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $2,246,631)			2,237,341‌

SHORT-TERM INVESTMENT - 3.6%
Dreyfus Government Cash
Management, Institutional Shares, 0.03%²
(Identified Cost $1,901,752)	1,901,752‌		1,901,752‌

TOTAL INVESTMENTS - 99.1%
(Identified Cost $50,922,314)			52,090,312‌
OTHER ASSETS, LESS LIABILITIES - 0.9%			463,142‌
NET ASSETS - 100.0%		$	52,553,454‌

KEY:
G.O. Bond - General Obligation Bond
Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:
AGM (Assurance Guaranty Municipal Corp.)
AMBAC (AMBAC Assurance Corp.)
BAM (Build America Mutual Assurance Co.)
The insurance does not guarantee the market value of the municipal bonds.

¹Amount is stated in USD unless otherwise noted.

²Rate shown is the current yield as of December 31, 2021.

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

New York Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments, at value (identified cost $50,922,314) (Note 2)	$	52,090,312
Interest receivable		450,660
Receivable for fund shares sold		44,859
Dividends receivable		66
Prepaid expenses		2,328

TOTAL ASSETS		52,588,225

LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		18,235
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Accrued management fees (Note 3)		819
Audit fees payable		7,053
Accrued printing and postage fees payable		3,151
Other payables and accrued expenses		3,982

TOTAL LIABILITIES		34,771

TOTAL NET ASSETS	$	52,553,454

NET ASSETS CONSIST OF:

Capital stock	$	50,994
Additional paid-in-capital		50,720,649
Total distributable earnings (loss)		1,781,811

TOTAL NET ASSETS	$	52,553,454

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,931,212/187,432 shares)	$	10.30

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($50,622,242/4,911,956 shares)	$	10.31

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

New York Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest	$	994,364
Dividends		740
Other Income		4,781

Total Investment Income		999,885

EXPENSES:

Management fees (Note 3)		280,286
Fund accounting and administration fees (Note 3)		54,510
Directors’ fees (Note 3)		6,936
Chief Compliance Officer service fees (Note 3)		6,124
Audit fees		48,337
Custodian fees		2,717
Miscellaneous		41,413

Total Expenses		440,323
Less reduction of expenses (Note 3)		(271,083	)

Net Expenses		169,240

NET INVESTMENT INCOME		830,645

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		3,380,547

Net change in unrealized appreciation (depreciation) on investments		(3,800,351	)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(419,804	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	410,841

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

New York Tax Exempt Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/21			FOR THE YEAR ENDED 12/31/20

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	830,645		$	1,813,694
Net realized gain (loss) on investments		3,380,547			563,820
Net change in unrealized appreciation (depreciation) on investments		(3,800,351	)		2,107,540

Net increase (decrease) from operations		410,841			4,485,054

DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class A		(98,977	)		(26,106	)
Class W		(2,874,985	)		(2,011,775	)

Total distributions to shareholders		(2,973,962	)		(2,037,881	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(52,921,093	)		15,917,482

Net increase (decrease) in net assets		(55,484,214	)		18,364,655

NET ASSETS:

Beginning of year		108,037,668			89,673,013

End of year	$	52,553,454		$	108,037,668

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

New York Tax Exempt Series

Financial Highlights - Class A

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$10.83‌

$10.49‌

$10.34‌

$10.43‌

$10.31‌

Income from investment operations:

Net investment income¹

0.11‌

0.14‌

0.16‌

0.14‌

0.12‌

Net realized and unrealized gain (loss) on investments

(0.08

)

0.36‌

0.34‌

(0.08

)

0.11‌

Total from investment operations

0.03‌

0.50‌

0.06‌

0.23‌

Less distributions to shareholders:

From net investment income

(0.09

)

(0.10

)

(0.18

)

(0.15

)

(0.11

)

From net realized gain on investments

(0.47

)

(0.06

)

(0.17

)

—‌

(0.00

)²

Total distributions to shareholders

(0.56

)

(0.16

)

(0.35

)

(0.15

)

(0.11

)

Net asset value - End of year

$10.30‌

$10.83‌

$10.49‌

$10.34‌

$10.43‌

Net assets - End of year (000’s omitted)

$1,931

$1,797

$1,952

$138,694

$154,018

Total return³

0.24%

4.73%‌

4.86%‌

0.54%‌

2.27%‌

Ratios (to average net assets)/Supplemental Data:

Expenses

0.79%‌

0.67%‌

0.63%‌

0.62%‌

0.60%‌

Net investment income

0.99%‌

1.29%‌

1.56%‌

1.39%‌

1.12%‌

Series portfolio turnover

31%‌

35%‌

24%‌

21%‌

9%‌

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

³Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions.

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

New York Tax Exempt Series

Financial Highlights - Class W

	FOR THE YEAR ENDED				FOR THE
					PERIOD
					3/1/19¹ TO
	12/31/21		12/31/20		12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.84‌		$10.49‌		$10.45‌

Income from investment operations:
Net investment income²	0.16‌		0.19‌		0.19‌
Net realized and unrealized gain (loss) on investments	(0.07	)	0.37‌		0.25‌
Total from investment operations	0.09‌		0.56‌		0.44‌
Less distributions to shareholders:
From net investment income	(0.15	)	(0.15	)	(0.23	)
From net realized gain on investments	(0.47	)	(0.06	)	(0.17	)
Total distributions to shareholders	(0.62	)	(0.21	)	(0.40	)

Net asset value - End of period	$10.31‌		$10.84‌		$10.49‌
Net assets - End of period (000’s omitted)	$50,622		$106,241		$87,721
Total return³	0.80%		5.33%‌		4.23%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.29%‌		0.17%‌		0.16%	⁴
Net investment income	1.50%‌		1.77%‌		2.09%	⁴
Series portfolio turnover	31%‌		35%‌		24%‌

0.50%‌

0.50%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

New York Tax Exempt Series

Notes to Financial Statements

Organization

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

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

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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as New York Tax Exempt Series Class A common stock and 50 million have been designated as New York Tax Exempt Series Class W common stock.

Significant Accounting Policies

Security Valuation

New York Tax Exempt Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
New York Municipal Bonds	$	47,951,219	$	—	$	47,951,219	$	—
U.S. Treasury and other U.S.
Government agencies		2,237,341		—		2,237,341		—
Short-Term Investment		1,901,752		1,901,752		—		—
Total assets	$	52,090,312	$	1,901,752	$	50,188,560	$	—

There were no Level 3 securities held by the Series as of December 31, 2020 or December 31, 2021.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

New York Tax Exempt Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Distributions of Income and Gains

Indemnifications

Other

Transactions with Affiliates

Pursuant to a master services agreement dated February 13, 2020 as amended, 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; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; 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.

New York Tax Exempt Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

Pursuant to the advisory fee waiver, the Advisor waived $271,083 in management fees for Class W shares for the year ended December 31, 2021. This amount is included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, there are no expenses eligible to be recouped by the Advisor.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $14,645,521 and $67,871,675, respectively. Purchase of U.S. Government securities, other than short-term securities, were $2,249,737, respectively.

Capital Stock Transactions

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

CLASS A	FOR THE YEAR ENDED						FOR THE YEAR ENDED
	12/31/21						12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		17,220		$	185,742			5,832		$	62,775
Reinvested		9,384			97,244			2,264			24,242
Repurchased		(5,153	)		(55,716	)		(28,204	)		(301,366	)
Total		21,451		$	227,270			(20,108	)	$	(214,349	)

CLASS W	FOR THE YEAR ENDED						FOR THE YEAR ENDED
	12/31/21						12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		512,584		$	5,518,545			3,744,691		$	40,315,465
Reinvested		268,406			2,789,603			178,564			1,913,476
Repurchased		(5,673,889	)		(61,456,511	)		(2,476,935	)		(26,097,110	)
Total		(4,892,899	)	$	(53,148,363	)		1,446,320		$	16,131,831

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

Line of Credit

New York Tax Exempt Series

Notes to Financial Statements (continued)

Financial Instruments

Concentration of Credit

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

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 market discount on investments and tax equialization. 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 December 31, 2021, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $1,116,056 and decrease Total Distributable Earnings (Loss) by $1,116,056. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/21		FOR THE YEAR ENDED 12/31/20
Ordinary income	$	257,981	$	448,308
Tax exempt income	$	684,443	$	1,457,001
Long-term capital gains	$	2,031,538	$	132,572

Cost for federal income tax purposes	$	50,932,618
Unrealized appreciation		1,232,635
Unrealized depreciation		(74,941	)

Net unrealized appreciation	$	1,157,694
Undistributed tax exempt income	$	624,120

New York Tax Exempt Series

Notes to Financial Statements (continued)

10.

Market Event

New York Tax Exempt Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of New York Tax Exempt Series

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of New York Tax Exempt Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

(GRAPHIC)

New York, New York

February 18, 2022

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

New York Tax Exempt 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.

The Series designates $3,164,301 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

New York Tax Exempt Series

Directors’ and Officers’ Information
(unaudited)

Interested Director and Officer

Name:		Paul Battaglia*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		43
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:		Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer since 2018; 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 subsidiaries and
		affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:		15
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:		81
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 and Director since 1997; Chief Executive Officer (1997-2019) -
		Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		Ashley Companies since 1997
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Lead Independent Director, Audit Committee Member, Governance &
		Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating
		Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:		Managing Member since 1991 - PMSV Holdings LLC (investments);
		Managing Member (2010-2016) - VenBio (investments)
Number of Portfolios Overseen within Fund Complex:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

New York Tax Exempt Series

Directors’ and Officers’ Information
(unaudited)

Independent Directors (continued)

Name:		John Glazer
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		56
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating
		Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family
		Office); Head of Corporate Development (2019-2020) – Caelum Biosciences
		(pharmaceutical development); Head of Private Investments (2015-2018) –
		AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A

Name:		Margaret McLaughlin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		54
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite – Director, Audit Committee Member, Governance & Nominating
		Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:		Consultant since 2020 – Bates Group (consultants); Consultant (2019-
		2020) – Madison Dearborn Partners (private equity); General Counsel/CCO
		(2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC
		(Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		N/A

Name:		Russell O. Vernon
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		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 April 2020; Governance & Nominating Committee
		Chairman since November 2020
Principal Occupation(s) During Past 5 Years:		Founder and General Partner (2009-2019) – BVM Capital Management
		(economic development)
Number of Portfolios Overseen within Fund Complex:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

New York Tax Exempt Series

Directors’ and Officers’ Information
(unaudited)

Independent Directors (continued)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
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:		15
Other Directorships Held Outside Fund Complex During Past 5 Years:		Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);

Officers:

Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		34
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Administration since 2021; Fund Regulatory Administration
		Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual
		Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors,
		LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund,
		Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor
		Services, Inc.

Name:		Samantha Larew
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		41
Current Position(s) Held with Fund:		Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer since 2019; Anti-Money Laundering Compliance
		Officer since 2018
Principal Occupation(s) During Past 5 Years:		Co-Director of Compliance since 2018; Compliance Communications
		Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker-
		Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance
		Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker-
		Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant
		Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.;
		Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance
		Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates

Name:		Scott Morabito
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		34
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:		Managing Director, Client Service and Business Operations since 2021;
		Managing Director of Operations (2019-2021); Director of Funds Group
		(2017-2019); Fund Product and Strategy Manager (2014-2017); Senior
		Product and Strategy Analyst (2013-2014); Product and Strategy Analyst
		(2011-2013) - Manning & Napier Advisors, LLC; President, Director since
		2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust
		Company since 2021;

New York Tax Exempt Series

Directors’ and Officers’ Information
(unaudited)

Officers: (continued)

Name:		Troy Statczar
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:		Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:		Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial
		Group; Director of Fund Administration (2017-2019) - Thornburg Investment
		Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson
		Global Investors N.A., Inc.

Name:		Sarah Turner
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		39
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/
		Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates
		Holds one or more of the following titles for various affiliates: General Counsel

{This page intentionally left blank}

New York Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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-PORT, 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

Fund Holdings - Month-End

Fund Holdings - Quarter-End

Shareholder Report - Annual

Shareholder Report - Semi-Annual

MNNYT-12/21-AR

Manning & Napier Fund, Inc.

Core Bond Series

Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

Marc Mayer

Chief Executive Officer

Core Bond Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return by investing primarily in fixed income securities. Under normal circumstances, at least 80% of the Series’ assets will be invested in investment-grade bonds and other financial instruments with economic characteristics similar to bonds. Holdings will consist of US dollar denominated securities. The Series is not subject to maturity or duration restrictions.

Performance Commentary

The Core Bond Series Class S shares experienced negative returns and modestly underperformed on a relative basis, returning -1.89% vs. -1.54% for the benchmark (i.e., the Bloomberg US Aggregate Bond Index).

Relative underperformance was primarily driven by yield curve positioning as the Series was overweight the belly of the curve (i.e., securities in the 5 to 7-year maturity range generally saw the greatest increase in yields) in a period where the yield curve flattened. Alternatively, the Series benefited from strong selection within corporate bonds, as well as a lower overall duration as interest rates rose.

As the economic cycle moves forward, we are actively becoming more measured in our approach. Given tight credit spreads across much of the bond market and the prospect of interest rates rising off their post-pandemic lows, fixed income investors can generally expect a more challenging environment going forward.

That stated, while the market continued to look expensive from a valuation perspective; we found select opportunities across various sectors. Specifically, we continued to find attractive opportunities in corporate credits, particularly within the Energy and Financials sectors, and, despite tightening valuations, in select BBB-rated issuances from a bottom-up perspective. Additionally, we continued to view asset-backed securities as relatively attractive and focused on securities with seniority in the capital structure that are backed by asset classes with high-quality fundamentals and lower credit risk (e.g., student loans, prime autos, etc.). Finally, we maintain a somewhat lower duration than the broad market as upward pressure on interest rates remains elevated.

Performance for the Core Bond Series Class S shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

Additional information and associated disclosures can be found on the Performance Update page of this report.

Core Bond Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS
	AS OF DECEMBER 31, 2021
	ONE	FIVE	TEN
	YEAR¹	YEAR	YEAR
Core Bond Series - Class S²	(1.89%)	3.33%	3.19%
Core Bond Series - Class I^2,3	(1.65%)	3.55%	3.34%
Core Bond Series - Class W^2,4	(1.25%)	3.70%	3.37%
Core Bond Series - Class Z^2,4	(1.53%)	3.54%	3.29%
Bloomberg U.S. Aggregate Bond Index⁵	(1.54%)	3.57%	2.90%

The following graph compares the value of a $10,000 investment in the Core Bond Series - Class S for the ten years ended December 31, 2021 to the Bloomberg Barclays U.S. Aggregate Bond Index.

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 December 31, 2021, this net expense ratio was 0.65% for Class S, 0.45% for Class I, 0.05% for Class W and 0.30% for Class Z. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.65% for Class S, 0.47% for Class I, 0.35% for Class W and 0.35% for Class Z for the year ended December 31, 2021.

³For periods through August 3, 2015 (the inception date of the Class I shares), performance for the Class I shares is based on historical performance of the Class S shares. Because the Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵The Bloomberg 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. Index data referenced herein is the property of Bloomberg Finance L.P. and its affiliates (“Bloomberg”), and/or its third party suppliers and has been licensed for use by Manning & Napier. Bloomberg and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https:// go.manning-napier.com/benchmark-provisions.

Core Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	BEGINNING	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class S
Actual	$1,000.00	$994.90	$3.37	0.67%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.83	$3.41	0.67%
Class I
Actual	$1,000.00	$996.80	$2.26	0.45%
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.94	$2.29	0.45%
Class W
Actual	$1,000.00	$999.10	$0.25	0.05%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.95	$0.26	0.05%
Class Z
Actual	$1,000.00	$996.60	$1.51	0.30%
Hypothetical
(5% return before expenses)	$1,000.00	$1,023.69	$1.53	0.30%

Core Bond Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

²A U.S. Treasury Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³A U.S. Treasury Note is an intermediate long-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Core Bond Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

CORPORATE BONDS - 23.9%

Non-Convertible Corporate Bonds- 23.9%
Communication Services - 3.4%
Diversified Telecommunication Services - 1.5%
Verizon Communications, Inc., 4.272%, 1/15/2036		4,810,000‌	$	5,650,492‌

Interactive Media & Services - 1.9%
Tencent Holdings Ltd. (China), 3.975%, 4/11/2029²		6,550,000‌		7,128,165‌
Total Communication Services				12,778,657‌

Consumer Discretionary - 1.5%
Hotels, Restaurants & Leisure - 0.5%
Expedia Group, Inc., 3.25%, 2/15/2030		1,850,000‌		1,889,725‌

Internet & Direct Marketing Retail - 1.0%
Alibaba Group Holding Ltd. (China), 4.00%, 12/6/2037		3,440,000‌		3,737,466‌
Total Consumer Discretionary				5,627,191‌

Energy - 6.1%
Oil, Gas & Consumable Fuels - 6.1%
BP Capital Markets America, Inc., 3.06%, 6/17/2041		4,710,000‌		4,780,110‌
Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039		4,200,000‌		5,711,575‌
Energy Transfer LP, 6.50%, 2/1/2042		3,590,000‌		4,636,352‌
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		3,240,000‌		4,492,340‌
The Williams Companies, Inc., 2.60%, 3/15/2031		3,650,000‌		3,629,276‌
Total Energy				23,249,653‌

Financials - 4.3%
Banks - 2.9%
Bank of America Corp., 6.11%, 1/29/2037		2,195,000‌		2,958,581‌
Citigroup, Inc., 4.45%, 9/29/2027		2,910,000‌		3,246,655‌
JPMorgan Chase & Co., (U.S. Secured Overnight Financing Rate + 2.515%), 2.956%, 5/13/2031³		4,530,000‌		4,695,023‌
				10,900,259‌
Capital Markets - 0.9%
Blackstone Secured Lending Fund, 2.75%, 9/16/2026		1,810,000‌		1,810,758‌
Owl Rock Technology Finance Corp., 3.75%, 6/17/2026²		1,680,000‌		1,731,390‌
				3,542,148‌
Diversified Financial Services - 0.5%
Blackstone Private Credit Fund, 2.625%, 12/15/2026²		1,910,000‌		1,863,294‌
Total Financials				16,305,701‌

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 0.6%
Health Care Providers & Services - 0.6%
HCA, Inc., 4.125%, 6/15/2029		2,220,000‌	$	2,444,946‌

Industrials - 4.5%
Airlines - 0.9%
Southwest Airlines Co., 5.125%, 6/15/2027		2,970,000‌		3,397,468‌

Road & Rail - 0.5%
BNSF Funding Trust I, (3 mo. LIBOR US + 2.350%), 6.613%, 12/15/2055³		1,570,000‌		1,740,737‌

Trading Companies & Distributors - 3.1%
AerCap Ireland Capital DAC - AerCap
Global Aviation Trust (Ireland), 3.00%, 10/29/2028		3,770,000‌		3,826,568‌
Air Lease Corp., 3.625%, 4/1/2027		1,700,000‌		1,784,168‌
Ashtead Capital, Inc. (United Kingdom), 4.00%, 5/1/2028²		1,580,000‌		1,651,846‌
Avolon Holdings Funding Ltd. (Ireland), 2.75%, 2/21/2028²		4,820,000‌		4,733,217‌
				11,995,799‌
Total Industrials				17,134,004‌

Materials - 0.5%
Metals & Mining - 0.5%
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/2027²		1,810,000‌		1,804,919‌

Real Estate - 3.0%
Equity Real Estate Investment Trusts (REITS) - 3.0%
American Tower Corp., 3.80%, 8/15/2029		5,130,000‌		5,585,928‌
Crown Castle International Corp., 3.10%, 11/15/2029		4,510,000‌		4,711,301‌
SBA Tower Trust, 2.328%, 1/15/2028²		1,300,000‌		1,327,017‌
Total Real Estate				11,624,246‌
TOTAL CORPORATE BONDS (Identified Cost $89,735,661)				90,969,317‌

ASSET-BACKED SECURITIES - 19.1%

AMSR Trust, Series 2020-SFR4, Class
A, 1.355%, 11/17/2037²		2,700,000‌		2,632,492‌
Business Jet Securities LLC, Series
2021-1A, Class A, 2.162%, 4/15/2036²		2,376,599‌		2,333,776‌
CF Hippolyta LLC,
Series 2020-1, Class A2, 1.99%, 7/15/2060²		1,206,957‌		1,185,695‌
Series 2020-1, Class B1, 2.28%, 7/15/2060²		1,518,831‌		1,517,472‌
Series 2021-1A, Class B1, 1.98%, 3/15/2061²		1,697,529‌		1,672,532‌

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

Core Bond Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

CLI Funding VIII LLC, Series 2021-1A, Class A, 1.64%, 2/18/2046²		3,209,083‌	$	3,134,103‌
Commonbond Student Loan Trust,
Series 2019-AGS, Class A1, 2.54%, 1/25/2047²		585,676‌		593,991‌
CoreVest American Finance Trust, Series 2020-3, Class A, 1.358%, 8/15/2053²		1,135,823‌		1,105,405‌
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class A, 2.01%, 2/15/2029²		500,000‌		503,949‌
Series 2020-1A, Class B, 2.39%, 4/16/2029²		600,000‌		607,923‌
Series 2020-3A, Class A, 1.24%, 10/15/2029²		4,500,000‌		4,500,310‌
DataBank Issuer, Series 2021-1A, Class A2, 2.06%, 2/27/2051²		2,400,000‌		2,353,471‌
EDvestinU Private Education Loan Issue No. 3 LLC, Series 2021-A, Class A, 1.80%, 11/25/2045²		1,345,733‌		1,324,051‌
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/2051²		2,825,000‌		2,830,028‌
Ford Credit Auto Owner Trust, Series 2020-A, Class A4, 1.35%, 7/15/2025		1,750,000‌		1,763,713‌
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/2055²		1,908,902‌		1,905,005‌
Hertz Vehicle Financing III LP, Series 2021-2A, Class B, 2.12%, 12/27/2027²		1,800,000‌		1,782,855‌
Home Partners of America Trust, Series 2019-1, Class A, 2.908%, 9/17/2039²		871,448‌		895,324‌
Navient Private Education Loan Trust, Series 2014-1, Class A3, (1 mo. LIBOR US + 0.510%), 0.613%, 6/25/2031⁴		819,330‌		800,840‌
Series 2015-BA, Class A3, (1 mo. LIBOR US + 1.450%), 1.560%, 7/16/2040^2,4		1,324,770‌		1,330,243‌
Series 2019-EA, Class A2A, 2.64%, 5/15/2068²		670,774‌		676,355‌
Nelnet Student Loan Trust, Series 2013-5A, Class A, (1 mo. LIBOR US + 0.630%), 0.732%, 1/25/2037^2,4		973,619‌		975,265‌
Series 2015-2A, Class A2, (1 mo. LIBOR US + 0.600%), 0.703%, 9/25/2047^2,4		2,551,641‌		2,538,373‌
OCP CLO Ltd., Series 2020-8RA, Class
A1, (Cayman Islands) (3 mo. LIBOR
US + 1.220%), 1.342%, 1/17/2032^2,4		2,500,000‌		2,499,995‌
Oxford Finance Funding LLC,
Series 2019-1A, Class A2, 4.459%, 2/15/2027²		806,590‌		822,424‌
Series 2020-1A, Class A2, 3.101%, 2/15/2028²		1,835,000‌		1,854,247‌

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

PEAR LLC, Series 2021-1, Class
A, 2.60%, 1/15/2034 (Acquired
11/16/2021, cost $3,665,000)⁵		3,665,000‌	$	3,657,335‌
Progress Residential Trust,
Series 2019-SFR2, Class A, 3.147%, 5/17/2036²		901,229‌		906,530‌
Series 2019-SFR4, Class A, 2.687%, 10/17/2036²		800,000‌		810,300‌
Series 2020-SFR2, Class A, 2.078%, 6/17/2037²		1,000,000‌		1,003,695‌
SMB Private Education Loan Trust, Series 2020-A, Class A2A, 2.23%, 9/15/2037²		1,212,777‌		1,226,843‌
SoFi Professional Loan Program LLC,
Series 2016-E, Class A2B, 2.49%, 1/25/2036²		66,011‌		66,290‌
Series 2017-F, Class A2FX, 2.84%, 1/25/2041²		1,421,714‌		1,446,283‌
Series 2020-A, Class A2FX, 2.54%, 5/15/2046²		812,137‌		826,669‌
Series 2020-C, Class AFX, 1.95%, 2/15/2046²		488,057‌		491,283‌
Stack Infrastructure Issuer LLC,
Series 2021-1A, Class A2, 1.877%, 3/26/2046²		2,000,000‌		1,966,719‌
TCI-Flatiron CLO Ltd., Series 2016- 1A, Class CR2, (Cayman Islands) (3 mo. LIBOR US + 2.200%), 2.322%, 1/17/2032^2,4		1,500,000‌		1,500,308‌
Towd Point Mortgage Trust,
Series 2016-5, Class A1, 2.50%, 10/25/2056^2,6		142,405‌		143,551‌
Series 2017-1, Class A1, 2.75%, 10/25/2056^2,6		117,385‌		118,397‌
Series 2019-HY1, Class A1, (1 mo. LIBOR US + 1.000%), 1.102%, 10/25/2048^2,4		159,192‌		159,830‌
Toyota Auto Loan Extended Note Trust, Series 2020-1A, Class A, 1.35%, 5/25/2033²		3,000,000‌		2,992,468‌
Tricon American Homes, Series 2020-
SFR1, Class B, 2.049%, 7/17/2038²		1,300,000‌		1,277,944‌
Trinitas CLO XVII Ltd., Series 2021- 17A, Class B1, (Cayman Islands) (3 mo. LIBOR US + 1.700%), 1.838%, 10/20/2034^2,4		2,900,000‌		2,883,021‌
Triton Container Finance VIII LLC,
Series 2021-1A, Class A, 1.86%, 3/20/2046²		2,621,500‌		2,567,330‌
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.645%, 9/15/2045²		1,750,000‌		1,710,754‌
VB-S1 Issuer LLC,
Series 2020-1A, Class C2, 3.031%, 6/15/2050²		375,000‌		385,273‌

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

Core Bond Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

VB-S1 Issuer LLC, (continued)
Series 2020-2A, Class A, 2.636%, 9/15/2050²		2,250,000‌	$	2,263,612

TOTAL ASSET-BACKED SECURITIES (Identified Cost $72,811,326)				72,544,272‌

COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.2%

Brean Asset Backed Securities Trust, Series 2021-RM2, Class A, 1.75%, 10/25/2061^2,6		1,491,524‌		1,440,995‌
CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/2049^2,6		37,010‌		37,328‌
Citigroup Mortgage Loan Trust, Inc., Series 2021-INV1, Class A3A, 2.50%, 5/25/2051^2,6		944,628‌		946,252‌
Credit Suisse Mortgage Capital Trust, Series 2013-6, Class 2A1, 3.50%, 8/25/2043^2,6		217,088‌		216,882‌
Series 2013-IVR2, Class A2, 3.00%, 4/25/2043^2,6		243,868‌		245,614‌
Series 2013-IVR3, Class A1, 2.50%, 5/25/2043^2,6		62,841‌		62,528‌
Series 2013-TH1, Class A1, 2.13%, 2/25/2043^2,6		42,025‌		42,150‌
Fannie Mae REMICS,
Series 2018-31, Class KP, 3.50%, 7/25/2047		51,815‌		52,979‌
Series 2021-69, Class WJ, 1.50%, 10/25/2050		1,381,180‌		1,369,284‌
Fontainebleau Miami Beach Trust, Series 2019-FBLU, Class A, 3.144%, 12/10/2036²		1,050,000‌		1,073,191‌
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO), 1.376%, 6/25/2022⁶		8,095,264‌		6,333‌
Series K030, Class X1 (IO), 0.146%, 4/25/2023⁶		12,064,791‌		22,717‌
Series K032, Class X1 (IO), 0.072%, 5/25/2023⁶		7,203,819‌		9,485‌
FREMF Mortgage Trust, Series 2015-K42, Class B, 3.849%, 1/25/2048^2,6		380,000‌		401,439‌
Series 2015-K720, Class B, 3.390%, 7/25/2022^2,6		340,000‌		343,801‌
Government National Mortgage Association, Series 2017-54, Class AH, 2.60%, 12/16/2056		183,460‌		186,198‌
GS Mortgage-Backed Securities Corp. Trust,
Series 2020-PJ3, Class A14, 3.00%, 10/25/2050^2,6		673,256‌		678,757‌

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

GS Mortgage-Backed Securities Corp. Trust, (continued)
Series 2021-INV1, Class A9, (U.S. Secured Overnight Financing Rate
30 Day Average + 0.850%), 0.900%, 12/25/2051^2,4		1,823,435‌	$	1,820,699‌
Series 2021-PJ6, Class A8, 2.50%, 11/25/2051^2,6		1,433,226‌		1,448,094‌
Series 2021-PJ9, Class A8, 2.50%, 2/26/2052^2,6		1,431,388‌		1,446,172‌
Imperial Fund Mortgage Trust, Series
2021-NQM3, Class A1, 1.595%, 11/25/2056^2,6		1,704,432‌		1,690,251‌
JP Morgan Mortgage Trust,
Series 2014-2, Class 1A1, 3.00%, 6/25/2029^2,6		64,269‌		64,840‌
Series 2017-6, Class A3, 3.50%, 12/25/2048^2,6		32,931‌		33,195‌
Morgan Stanley Capital I Trust,
Series 2018-H3, Class A5, 4.177%, 7/15/2051		1,423,000‌		1,595,675‌
New Residential Mortgage Loan Trust,
Series 2014-1A, Class A, 3.75%, 1/25/2054^2,6		137,404‌		143,586‌
Series 2014-3A, Class AFX3, 3.75%, 11/25/2054^2,6		64,701‌		67,601‌
Series 2015-2A, Class A1, 3.75%, 8/25/2055^2,6		125,914‌		131,393‌
Series 2016-4A, Class A1, 3.75%, 11/25/2056^2,6		116,894‌		123,298‌
PMT Loan Trust, Series 2013-J1, Class A9, 3.50%, 9/25/2043^2,6		202,947‌		204,344‌
Provident Funding Mortgage Trust, Series 2021-2, Class A2A, 2.00%, 4/25/2051^2,6		1,841,851‌		1,846,743‌
Series 2021-INV1, Class A1, 2.50%, 8/25/2051^2,6		2,766,431‌		2,791,935‌
RCKT Mortgage Trust, Series 2021-6, Class A1, 2.50%, 12/25/2051^2,6		1,800,000‌		1,789,734‌
Sequoia Mortgage Trust,
Series 2013-6, Class A2, 3.00%, 5/25/2043⁶		581,581‌		580,562‌
Series 2013-7, Class A2, 3.00%, 6/25/2043⁶		41,852‌		41,837‌
Series 2013-8, Class A1, 3.00%, 6/25/2043⁶		104,922‌		105,359‌
Series 2016-3, Class A10, 3.50%, 11/25/2046^2,6		26,290‌		26,265‌
Series 2020-1, Class A4, 3.50%, 2/25/2050^2,6		13,648‌		13,642‌
Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/2041^2,6		612,695‌		605,448‌
UBS Commercial Mortgage Trust,
Series 2017-C7, Class A4, 3.679%, 12/15/2050		1,000,000‌		1,083,292‌

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

Core Bond Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Waikiki Beach Hotel Trust, Series
2019-WBM, Class A, (1 mo. LIBOR US + 1.050%), 1.16%, 12/15/2033^2,4		415,000‌	$	414,282‌
Wells Fargo Commercial Mortgage
Trust, Series 2015-C30, Class A4, 3.664%, 9/15/2058		3,000,000‌		3,197,720‌
WFRBS Commercial Mortgage Trust,
Series 2014-C19, Class A5, 4.101%, 3/15/2047		2,000,000‌		2,102,906‌
WinWater Mortgage Loan Trust,
Series 2015-1, Class A1, 3.50%, 1/20/2045^2,6		19,970‌		20,160‌
Series 2015-2, Class A11, 3.50%, 2/20/2045^2,6		625,495‌		626,623‌

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES				31,151,589
(Identified Cost $31,375,856)

MUNICIPAL BONDS - 1.3%

Clark County, Public Impt., Series A, G.O. Bond, 1.15%, 11/1/2026		3,410,000‌		3,368,944‌
Hawaii, Series GC, G.O. Bond, 2.682%, 10/1/2038		95,000‌		96,455‌
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Revenue Bond, 1.58%, 5/1/2024		910,000‌		919,528‌
South Carolina Public Service Authority, Series B, Revenue Bond, 2.329%, 12/1/2028		600,000‌		615,780‌

TOTAL MUNICIPAL BONDS (Identified Cost $5,034,000)				5,000,707

U.S. TREASURY SECURITIES - 42.4%

U.S. Treasury Bonds - 9.5%
U.S. Treasury Bond
3.875%, 8/15/2040		10,135,000‌		13,394,827‌
2.50%, 2/15/2045		15,342,000‌		16,934,332‌
3.00%, 5/15/2047		4,642,000‌		5,655,987‌

Total U.S. Treasury Bonds
(Identified Cost $37,345,493)				35,985,146‌
U.S. Treasury Notes - 32.9%
U.S. Treasury Note
2.125%, 5/15/2025		32,780,000‌		33,942,666‌
1.625%, 5/15/2026		31,007,000‌		31,543,566‌
2.375%, 5/15/2027		28,535,000‌		30,136,750‌
2.875%, 5/15/2028		27,155,000‌		29,608,497‌

Total U.S. Treasury Notes
(Identified Cost $127,744,796)				125,231,479‌
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $165,090,289)				161,216,625

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES - 3.4%

Mortgage-Backed Securities - 3.4%
Fannie Mae
Pool #888810, UMBS, 5.50%, 11/1/2022		58‌	$	58‌
Pool #AD0462, UMBS, 5.50%, 10/1/2024		1,747‌		1,811‌
Pool #MA3463, UMBS, 4.00%, 9/1/2033		145,022‌		152,368‌
Pool #MA1834, UMBS, 4.50%, 2/1/2034		37,586‌		40,805‌
Pool #FM1158, UMBS, 3.50%, 6/1/2034		481,722‌		509,402‌
Pool #MA2587, UMBS, 3.50%, 4/1/2036		248,652‌		265,987‌
Pool #MA3215, UMBS, 3.50%, 12/1/2037		798,420‌		850,410‌
Pool #FM2568, UMBS, 3.00%, 5/1/2038		515,696‌		541,029‌
Pool #995876, UMBS, 6.00%, 11/1/2038		71,681‌		83,145‌
Pool #MA4203, UMBS, 2.50%, 12/1/2040		3,399,302‌		3,496,806‌
Pool #AI5172, UMBS, 4.00%, 8/1/2041		50,951‌		55,942‌
Pool #AH3858, UMBS, 4.50%, 8/1/2041		240,236‌		264,680‌
Pool #AL7729, UMBS, 4.00%, 6/1/2043		59,215‌		64,458‌
Pool #AX1685, UMBS, 3.50%, 11/1/2044		615,082‌		663,435‌
Pool #AS4103, UMBS, 4.50%, 12/1/2044		143,470‌		156,281‌
Pool #AY8604, UMBS, 3.50%, 4/1/2045		95,095‌		101,888‌
Pool #BC6764, UMBS, 3.50%, 4/1/2046		33,728‌		36,066‌
Pool #BC8677, UMBS, 4.00%, 5/1/2046		30,891‌		33,279‌
Pool #BD1191, UMBS, 3.50%, 1/1/2047		218,798‌		233,219‌
Pool #BE7845, UMBS, 4.50%, 2/1/2047		35,473‌		38,325‌
Pool #MA3007, UMBS, 3.00%, 4/1/2047		851,530‌		893,019‌
Pool #FM2232, UMBS, 4.00%, 6/1/2048		142,741‌		152,146‌
Pool #AL8674, 5.658%, 1/1/2049		331,512‌		369,251‌
Freddie Mac
Pool #G12610, 6.00%, 3/1/2022		63‌		63‌
Pool #G12655, 6.00%, 5/1/2022		33‌		33‌
Pool #G12988, 6.00%, 1/1/2023		382‌		386‌
Pool #G13078, 6.00%, 3/1/2023		541‌		547‌
Pool #D98711, 4.50%, 7/1/2031		63,490‌		68,649‌
Pool #C91746, 4.50%, 12/1/2033		48,542‌		52,717‌
Pool #C91771, 4.50%, 6/1/2034		56,124‌		60,974‌
Pool #C91780, 4.50%, 7/1/2034		73,383‌		79,726‌

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

Core Bond Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac (continued)
Pool #QN0349, UMBS, 3.00%,
8/1/2034		446,509‌	$	469,720‌
Pool #C91832, 3.50%, 6/1/2035		269,113‌		287,072‌
Pool #G08268, 5.00%, 5/1/2038		335,589‌		380,823‌
Pool #G05900, 6.00%, 3/1/2040		21,298‌		24,334‌
Pool #A92889, 4.50%, 7/1/2040		143,674‌		158,937‌
Pool #A93451, 4.50%, 8/1/2040		375,442‌		415,347‌
Pool #G60513, 5.00%, 7/1/2041		354,854‌		402,076‌
Pool #G60071, 4.50%, 7/1/2042		145,613‌		160,891‌
Pool #Q17513, 3.50%, 4/1/2043		84,711‌		90,921‌
Pool #Q37857, 4.00%, 12/1/2045		295,258‌		321,134‌

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac (continued)
Pool #G60855, 4.50%, 12/1/2045		128,793‌	$	141,983‌
Pool #Q38388, 4.00%, 1/1/2046		383,699‌		417,266‌
Pool #Q47544, 4.00%, 3/1/2047		277,981‌		300,685‌
Pool #Q47130, 4.50%, 4/1/2047		26,015‌		27,855‌
Pool #G08786, 4.50%, 10/1/2047		101,167‌		109,309‌

TOTAL U.S. GOVERNMENT AGENCIES				12,975,258‌
(Identified Cost $12,720,305)

SHORT-TERM INVESTMENT - 1.3%

Dreyfus Government Cash Management, Institutional Shares, 0.03%⁷
(Identified Cost $4,828,454)		4,828,454‌		4,828,454‌

TOTAL INVESTMENTS - 99.6% (Identified Cost $381,595,891)				378,686,222‌
OTHER ASSETS, LESS LIABILITIES - 0.4%				1,704,473‌
NET ASSETS - 100%			$	380,390,695‌

CLO - Collateralized Loan Obligation

G.O. Bond - General Obligation Bond

Impt. - Improvement

IO - Interest only

LIBOR - London Interbank Offered Rate

No. - Number

REMICS - Real Estate Mortgage Investment Conduits

UMBS - Uniform Mortgage-Backed Securities

¹Amount is stated in USD unless otherwise noted.

²Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at December 31, 2021 was $107,359,474, which represented 28.2% of the Series’ Net Assets.

³Variable 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 December 31, 2021.

⁴Floating rate security. Rate shown is the rate in effect as of December 31, 2021.

⁵Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at December 31, 2021 was $3,657,335, or 1.0% of the Series’ Net Assets.

⁶Variable 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 December 31, 2021.

⁷Rate shown is the current yield as of December 31, 2021.

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

Core Bond Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments, at value (identified cost $381,595,891) (Note 2)	$	378,686,222
Receivable from Advisor (Note 3)		9,487
Interest receivable		1,737,274
Receivable for fund shares sold		8,064
Dividends receivable		112
Prepaid expenses		17,513
TOTAL ASSETS		380,458,672
LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		39,309
Accrued sub-transfer agent fees (Note 3)		5,775
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Accrued distribution and service (Rule 12b-1) fees (Class S) (Note 3)		879
Audit fees payable		8,395
Accrued printing and postage fees payable		5,445
Accrued custodian fees		3,414
Other payables and accrued expenses		3,229
TOTAL LIABILITIES		67,977
TOTAL NET ASSETS	$	380,390,695
NET ASSETS CONSIST OF:

Capital stock	$	354,363
Additional paid-in-capital		383,364,739
Total distributable earnings (loss)		(3,328,407	)
TOTAL NET ASSETS	$	380,390,695
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($4,184,632/386,738 shares)	$	10.82
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($6,620,983/669,568 shares)	$	9.89
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($344,303,739/31,830,104 shares)	$	10.82
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z ($25,281,341/2,549,894 shares)	$	9.91

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

Core Bond Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest	$	6,443,464
Dividends		32,889
Other Income		34,367
Total Investment Income		6,510,720

EXPENSES:

Management fees (Note 3)		939,499
Fund accounting and administration fees (Note 3)		116,512
Directors’ fees (Note 3)		44,490
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)		13,421
Sub-transfer agent fees (Note 3)		9,745
Chief Compliance Officer service fees (Note 3)		6,123
Custodian fees		20,750
Miscellaneous		187,128
Total Expenses		1,337,668
Less reduction of expenses (Note 3)		(1,038,707)
Net Expenses		298,961
NET INVESTMENT INCOME		6,211,759
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		3,476,960
Net change in unrealized appreciation (depreciation) on investments		(14,150,627)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(10,673,667)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,461,908)

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

Core Bond Series

Statements of Changes in Net Assets

		FOR THE		FOR THE
		YEAR ENDED		YEAR ENDED
		12/31/21	12/31/20

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	6,211,759	$		5,486,744
Net realized gain (loss) on investments		3,476,960			13,271,334
Net change in unrealized appreciation (depreciation) on investments		(14,150,627)			5,938,257
Net increase (decrease) from operations		(4,461,908)			24,696,335

DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(103,827)			(273,050)
Class I		(171,481)			(250,900)
Class W		(9,639,144)			(16,916,170)
Class Z		(640,465)			(1,079,320)
Total distributions to shareholders		(10,554,917)			(18,519,440)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		43,705,280			134,963,968
Net increase (decrease) in net assets		28,688,455			141,140,863
NET ASSETS:
Beginning of year		351,702,240			210,561,377
End of year	$	380,390,695		$	351,702,240

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

Core Bond Series

Financial Highlights - Class S

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$11.28‌

$10.92‌

$10.30‌

$10.62‌

$10.52‌

Income (loss) from investment operations:

Net investment income¹

0.12‌

0.16‌

0.23‌

0.24‌

0.20‌

Net realized and unrealized gain (loss) on investments

(0.33

)

0.78‌

0.61‌

(0.32

)

0.10‌

Total from investment operations

(0.21

)

0.94‌

0.84‌

(0.08

)

0.30‌

Less distributions to shareholders:

From net investment income

(0.12

)

(0.16

)

(0.22

)

(0.24

)

(0.19

)

From net realized gain on investments

(0.13

)

(0.42

)

—‌

(0.01

)

Total distributions to shareholders

(0.25

)

(0.58

)

(0.22

)

(0.24

)

(0.20

)

Net asset value - End of year

$10.82‌

$11.28‌

$10.92‌

$10.30‌

$10.62‌

Net assets - End of year (000’s omitted)

$4,185

$5,760

$2,382

$101,314

$119,137

Total return²

(1.89%

)

8.67%‌

8.18%‌

(0.75%

)

2.91%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.65%‌

0.64%‌

0.69%‌

0.70%‌

Net investment income

1.07%‌

1.38%‌

2.27%‌

2.35%‌

1.86%‌

Series portfolio turnover

69%‌

110%‌

66%‌

78%‌

48%‌

N/A

N/A‌

0.07

0.08

0.07

¹Calculated based on average shares outstanding during the years.

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

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

Core Bond Series

Financial Highlights - Class I

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$10.33‌

$10.04‌

$9.52‌

$9.84‌

$9.77‌

Income (loss) from investment operations:

Net investment income¹

0.13‌

0.17‌

0.24‌

0.25‌

0.21‌

Net realized and unrealized gain (loss) on investments

(0.30

)

0.72‌

0.55‌

(0.31

)

0.09‌

Total from investment operations

(0.17

)

0.89‌

0.79‌

(0.06

)

0.30‌

Less distributions to shareholders:

From net investment income

(0.14

)

(0.18

)

(0.27

)

(0.26

)

(0.22

)

From net realized gain on investments

(0.13

)

(0.42

)

—‌

(0.01

)

Total distributions to shareholders

(0.27

)

(0.60

)

(0.27

)

(0.26

)

(0.23

)

Net asset value - End of year

$9.89‌

$10.33‌

$10.04‌

$9.52‌

$9.84‌

Net assets - End of year (000’s omitted)

$6,621

$4,387

$5,416

$76,761

$76,407

Total return²

(1.65%

)

8.93%‌

8.38%‌

(0.53%

)

3.10%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.45%‌

Net investment income

1.29%‌

1.67%‌

2.53%‌

2.60%‌

2.12%‌

Series portfolio turnover

69%‌

110%‌

66%‌

78%‌

48%‌

*The investment advisor did not impose all or a portion of its management and/or other fees during the years, 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:

0.02

0.01

0.06‌

0.08‌

0.07

¹Calculated based on average shares outstanding during the years.

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

Core Bond Series

Financial Highlights - Class W

	FOR THE YEAR ENDED						FOR THE
	12/31/21			12/31/20			PERIOD 3/1/19¹TO 12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$11.27			$10.90			$10.40

Income (loss) from investment operations:
Net investment income²		0.19‌			0.22‌			0.26‌
Net realized and unrealized gain (loss) on investments		(0.33	)		0.78‌			0.54‌
Total from investment operations		(0.14	)		1.00‌			0.80‌
Less distributions to shareholders:
From net investment income		(0.18	)		(0.21	)		(0.30	)
From net realized gain on investments		(0.13	)		(0.42	)		—‌
Total distributions to shareholders		(0.31	)		(0.63	)		(0.30	)

Net asset value - End of period		$10.82‌			$11.27‌			$10.90‌
Net assets - End of period (000’s omitted)		$344,304			$321,288			$192,391
Total return³		(1.25%	)		9.31%‌			7.74%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05%‌			0.05%‌			0.05%	⁴
Net investment income		1.68%‌			1.97%‌			2.87%	⁴
Series portfolio turnover		69%‌			110%‌			66%‌

0.30%

0.32%

0.34%

⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Core Bond Series

Financial Highlights - Class Z

	FOR THE YEAR ENDED				FOR THE
	12/31/21		12/31/20		PERIOD 3/1/19¹TO 12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.35	‌	$10.06	‌	$9.62	‌

Income (loss) from investment operations:
Net investment income²	0.15‌		0.18‌		0.22‌
Net realized and unrealized gain (loss) on investments	(0.31	)	0.72‌		0.50‌
Total from investment operations	(0.16	)	0.90‌		0.72‌
Less distributions to shareholders:
From net investment income	(0.15	)	(0.19	)	(0.28	)
From net realized gain on investments	(0.13	)	(0.42	)	—‌
Total distributions to shareholders	(0.28	)	(0.61	)	(0.28	)

Net asset value - End of period	$9.91‌		$10.35‌		$10.06‌
Net assets - End of period (000’s omitted)	$25,281		$20,266		$10,372
Total return³	(1.53%	)	9.02%‌		7.50%‌

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.30%‌		0.30%‌		0.30%	⁴
Net investment income	1.43%‌		1.75%‌		2.64%	⁴
Series portfolio turnover	69%‌		110%‌		66%‌

0.05%

0.07%‌

0.09

%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Core Bond Series

Notes to Financial Statements

1.	Organization

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

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

The Series is authorized to issue four classes of shares (Class S, I, W, 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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as Core Bond Series Class I common stock, 125 million have been designated as Core Bond Series Class S common stock, 150 million have been designated as Core Bond Series Class W common stock and Core Bond Series Class Z common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
U.S. Treasury and other U.S. Government agencies	$	174,191,883	$	—	$	174,191,883	$	—
States and political subdivisions (municipals)		5,000,707		—		5,000,707		—
Corporate debt:
Communication Services		12,778,657		—		12,778,657		—
Consumer Discretionary		5,627,191		—		5,627,191		—
Energy		23,249,653		—		23,249,653		—
Financials		16,305,701		—		16,305,701		—
Health Care		2,444,946		—		2,444,946		—
Industrials		17,134,004		—		17,134,004		—
Materials		1,804,919		—		1,804,919		—
Real Estate		11,624,246		—		11,624,246		—
Asset-backed securities		72,544,272		—		72,544,272		—
Commercial mortgage-backed securities		31,151,589		—		31,151,589		—
Short-Term Investment		4,828,454		4,828,454		—		—
Total assets	$	378,686,222	$	4,828,454	$	373,857,768	$	—

There were no Level 3 securities held by the Series as of December 31, 2020 or December 31, 2021.

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

LIBOR Transition Risk

The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates will cease to be published or no longer will be representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Series may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Series is uncertain.

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.

Asset-Backed Securities

The 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, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the 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.

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Mortgage-Backed Securities

The 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 the 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

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

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2021.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2021.

Restricted Securities

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

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the Series’ average daily net assets.

Core Bond Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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.

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fee and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.45% of the average daily net assets of the Class S and Class I shares, 0.05% of the average daily net assets of the Class W shares, and 0.30% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Pursuant to the advisory fee waiver, the Advisor waived $856,156 in management fees for Class W shares for the year ended December 31, 2021. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $1,037, $170,505 and $11,009 for Class I, Class W and Class Z shares, respectively, for the year ended December 31, 2021. These amounts are included as a reduction of expenses on the Statement of Operations.

Core Bond Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

As of December 31, 2021, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

CLASS	EXPIRING DECEMBER 31,
	2022		2023		2024		TOTAL
Class I	$	—	$	448	$	1,037	$	1,485
Class W		136,322		171,244		170,505		478,071
Class Z		17,743		10,229		11,009		38,981

For the year ended December 31, 2021, the Advisor did not recoup any expenses that have been previously waived or reimbursed.

4.	Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $115,931,588 and $105,916,561, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $177,372,744 and $147,201,010, respectively.

5.	Capital Stock Transactions

Transactions in Class S, Class I, Class W and Class Z shares of Core Bond Series were:

CLASS S	FOR THE YEAR ENDED					FOR THE YEAR ENDED
	12/31/21					12/31/20
	SHARES		AMOUNT			SHARES		AMOUNT
Sold	207,182		$	2,288,163		577,999		$	6,500,636
Reinvested	9,348			102,072		23,896			269,234
Repurchased	(340,592	)		(3,767,629	)	(309,325	)		(3,559,363	)
Total	(124,062	)	$	(1,377,394	)	292,570		$	3,210,507

CLASS I	FOR THE YEAR					FOR THE YEAR ENDED
	12/31/21					12/31/20
	SHARES		AMOUNT			SHARES		AMOUNT
Sold	397,051		$	4,026,057		275,463		$	2,832,664
Reinvested	16,449			163,961		22,732			234,637
Repurchased	(168,610	)		(1,704,084	)	(412,865	)		(4,319,430	)
Total	244,890		$	2,485,934		(114,670	)	$	(1,252,129	)

CLASS W	FOR THE YEAR ENDED					FOR THE YEAR ENDED
	12/31/21					12/31/20
	SHARES		AMOUNT			SHARES		AMOUNT
Sold	4,762,413		$	52,744,658		19,775,065		$	224,513,766
Reinvested	839,927			9,165,523		1,451,618			16,338,440
Repurchased	(2,285,988	)		(25,261,115	)	(10,370,089	)		(117,579,218	)
Total	3,316,352		$	36,649,066		10,856,594		$	123,272,988

Core Bond Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)

CLASS Z	FOR THE YEAR ENDED					FOR THE YEAR ENDED
	12/31/21					12/31/20
	SHARES		AMOUNT			SHARES		AMOUNT
Sold	699,232		$	7,061,796		823,153		$	8,664,897
Reinvested	64,083			640,465		104,383			1,079,320
Repurchased	(171,107	)		(1,754,587	)	(1,096	)		(11,615	)
Total	592,208		$	5,947,674		926,440		$	9,732,602

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

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 and/or treatment of the recognition of net investment income or gains and losses including redesignation of distributions paid. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

Core Bond Series

Notes to Financial Statements (continued)

9.	Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE YEAR		FOR THE YEAR
	ENDED 12/31/21		ENDED 12/31/20
Ordinary income		$7,941,545		$10,657,577
Long-term capital gains		$2,613,372		$7,861,863

At December 31, 2021, 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:

Cost for federal income tax purposes	$	381,975,709
Unrealized appreciation		2,729,184
Unrealized depreciation		(6,018,671	)

Net unrealized depreciation	$	(3,289,487	)
Post October short-term deferred losses	$	30,725

10.	Market Event

Core Bond Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Core Bond Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

New York, New York

February 18, 2022

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

Core Bond 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.

The Series designates $2,744,041 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer

Name:	Paul Battaglia*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) - Ashley Companies
	(property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997


Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments); Managing Member (2010-2016) - VenBio (investments).
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family Office); Head of Corporate Development (2019-2020) – Caelum Biosciences (pharmaceutical development); Head of Private Investments (2015-2018) – AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A


Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019- 2020) – Madison Dearborn Partners (private equity); General Counsel/CCO (2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC (Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A


Name:	Russell O. Vernon
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management (economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);

Officers:
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor Services, Inc.


Name:	Samantha Larew
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker- Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker- Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.; Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates


Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021; Managing Director of Operations (2019-2021); Director of Funds Group (2017-2019); Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC; President, Director since 2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust Company since 2021;

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial Group; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	39
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/ Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates
	Holds one or more of the following titles for various affiliates: General Counsel

{This page intentionally left blank}

Core Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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

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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1.	Fund Holdings - Month-End

2.	Fund Holdings - Quarter-End

3.	Shareholder Report - Annual

4.	Shareholder Report - Semi-Annual

MNCOB-12/21-AR

Manning & Napier Fund, Inc.

Credit Series

You may elect to receive all future shareholder reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies by visiting www.manning-napier.com or calling 1-800-466-3863. Your election to receive reports in paper will apply to all funds held with your financial intermediary if you invest through a financial intermediary or all series of the Fund if you invest directly with the Fund. Additionally, If you have not yet signed up for electronic delivery of shareholder reports and other Fund communications, you may do so by contacting your financial intermediary or, if you are a direct investor, by visiting www.manning-napier.com or calling 1-800-466-3863.

Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

Marc Mayer

Chief Executive Officer

Credit Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return. Under normal circumstances, at least 80% of the Series’ assets will be invested in credit-related instruments and other financial instruments, principally derivative instruments and exchange-traded funds, with economic characteristics similar to credit-related instruments.

Performance Commentary

As a reminder, the Credit Series was created specifically to provide Manning & Napier’s separately managed multi-asset class clients with desired credit exposure (e.g., corporates, asset-backed, and commercial mortgage-backed securities).

The Series experienced slightly positive absolute returns for the year and outperformed on a relative basis, returning 0.02% versus -1.03% for its benchmark, the Bloomberg US Intermediate Credit Index. Outperformance was largely attributable to strong selection within corporates.

That stated, while the market continued to look expensive from a valuation perspective; we found select opportunities across various sectors. Specifically, we continued to find attractive opportunities in corporate credits, particularly within the Energy and Financials sectors, and, despite tightening valuations, in select BBB-rated issuances from a bottom-up perspective. Additionally, we continued to view asset-backed securities as relatively attractive and focused on securities with seniority in the capital structure that are backed by asset classes with high-quality fundamentals and low credit risk (e.g., student loans, prime autos, etc.).

Performance for the Credit Series Class W shares is provided above.

Additional information and associated disclosures can be found on the Performance Update page of this report.

Credit Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS
	AS OF DECEMBER 31, 2021
	ONE	TOTAL RETURN
	YEAR¹	SINCE INCEPTION^1,2
Credit Series - Class W³	0.02%	5.03%
Bloomberg U.S. Intermediate Government/Credit Bond Index⁴	(1.03%)	4.90%

The following graph compares the value of a $10,000 investment in the Credit Series - Class W from its inception (April 14, 2020) to present (December 31, 2021) to the Bloomberg U.S. Intermediate Credit Index.

²Performance numbers are calculated from April 14, 2020, 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 period ended December 31, 2021, this annualized net expense ratio was 0.10% for Class W. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.37% for Class W for the period ended December 31, 2021.

⁴The Bloomberg U.S. Intermediate Government/Credit Bond Index is a market value-weighted measure of over 3,000 investment-grade corporate and government securities with maturities greater than one year but less than ten years. The Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data. Index data referenced herein is the property of Bloomberg Finance L.P. and its affiliates (“Bloomberg”), and/or its third party suppliers and has been licensed for use by Manning & Napier. Bloomberg and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/ benchmark-provisions.

Credit 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 (July 1, 2021 to December 31, 2021).

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 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 line in the table below provides information about hypothetical account values and hypothetical expenses based on the Series’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in 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	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class W
Actual	$1,000.00	$999.30	$0.50	0.10%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.70	$0.51	0.10%

^*Expenses are equal to each 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. The Series’ total return would have been lower had certain expenses not been waived or reimbursed during the period.

Credit Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

Credit Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

CORPORATE BONDS - 46.9%

Non-Convertible Corporate Bonds- 46.9%
Communication Services - 6.5%
Diversified Telecommunication Services - 2.9%
Verizon Communications, Inc., 4.272%, 1/15/2036		5,140,000	$	6,038,156

Interactive Media & Services - 3.6%
Tencent Holdings Ltd. (China), 3.975%, 4/11/2029²		6,770,000		7,367,584
Total Communication Services				13,405,740

Consumer Discretionary - 2.9%
Hotels, Restaurants & Leisure - 1.0%
Expedia Group, Inc., 3.25%, 2/15/2030		1,970,000		2,012,301

Internet & Direct Marketing Retail - 1.9%
Alibaba Group Holding Ltd. (China), 4.00%, 12/6/2037		3,620,000		3,933,032
Total Consumer Discretionary				5,945,333

Energy - 12.0%
Oil, Gas & Consumable Fuels - 12.0%
BP Capital Markets America, Inc., 3.06%, 6/17/2041		4,970,000		5,043,980
Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039		4,480,000		6,092,347
Energy Transfer LP, 6.50%, 2/1/2042		3,920,000		5,062,535
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038		3,430,000		4,755,780
The Williams Companies, Inc., 2.60%, 3/15/2031		3,810,000		3,788,367
Total Energy				24,743,009

Financials - 8.3%
Banks - 5.5%
Bank of America Corp., 6.11%, 1/29/2037		2,320,000		3,127,066
Citigroup, Inc., 4.45%, 9/29/2027		2,940,000		3,280,125
JPMorgan Chase & Co., (U.S. Secured Overnight Financing Rate + 2.515%), 2.956%, 5/13/2031³		4,840,000		5,016,316
				11,423,507
Capital Markets - 1.8%
Blackstone Secured Lending Fund, 2.75%, 9/16/2026		1,880,000		1,880,787
Owl Rock Technology Finance Corp., 3.75%, 6/17/2026²		1,890,000		1,947,813
				3,828,600
Diversified Financial Services - 1.0%
Blackstone Private Credit Fund, 2.625%, 12/15/2026²		2,030,000		1,980,360
Total Financials				17,232,467

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 1.1%
Health Care Providers & Services - 1.1%
HCA, Inc., 4.125%, 6/15/2029		2,080,000	$	2,290,760

Industrials - 9.1%
Airlines - 1.9%
Southwest Airlines Co., 5.125%, 6/15/2027		3,490,000		3,992,311

Road & Rail - 0.9%
BNSF Funding Trust I, (3 mo. LIBOR US + 2.350%), 6.613%, 12/15/2055³		1,640,000		1,818,350

Trading Companies & Distributors - 6.3%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028		4,100,000		4,161,520
Air Lease Corp., 3.625%, 4/1/2027		1,760,000		1,847,138
Ashtead Capital, Inc. (United Kingdom), 4.00%, 5/1/2028²		1,780,000		1,860,940
Avolon Holdings Funding Ltd. (Ireland), 2.75%, 2/21/2028²		5,250,000		5,155,475

				13,025,073
Total Industrials				18,835,734

Materials - 0.9%
Metals & Mining - 0.9%
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/2027²		1,900,000		1,894,666

Real Estate - 6.1%
Equity Real Estate Investment Trusts (REITS) - 6.1%
American Tower Corp., 3.80%, 8/15/2029		5,480,000		5,967,034
Crown Castle International Corp., 3.10%, 11/15/2029		4,940,000		5,160,494
SBA Tower Trust, 2.328%, 1/15/2028²		1,400,000		1,429,096

Total Real Estate				12,556,624

TOTAL CORPORATE BONDS
(Identified Cost $95,710,368)				96,904,333

ASSET-BACKED SECURITIES - 29.7%

AMSR Trust, Series 2020-SFR4, Class A, 1.355%, 11/17/2037²		1,425,000		1,389,371
BRSP Ltd., Series 2021-FL1, Class A, (1 mo. LIBOR US + 1.150%), 1.254%, 8/19/2038^2,4		1,400,000		1,394,959
Business Jet Securities LLC, Series 2021-1A, Class A, 2.162%, 4/15/2036²		1,289,431		1,266,197
CF Hippolyta LLC,
Series 2020-1, Class A2, 1.99%, 7/15/2060²		680,615		668,625

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

Credit Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

CF Hippolyta LLC, (continued)
Series 2020-1, Class B1, 2.28%, 7/15/2060²		2,163,183	$	2,161,248
Series 2021-1A, Class B1, 1.98%, 3/15/2061²		916,280		902,787
CLI Funding VIII LLC, Series 2021-1A, Class A, 1.64%, 2/18/2046²		1,650,386		1,611,825
Commonbond Student Loan Trust, Series 2020-AGS, Class A, 1.98%, 8/25/2050²		924,072		923,223
Credit Acceptance Auto Loan Trust,
Series 2020-3A, Class A, 1.24%, 10/15/2029²		1,600,000		1,600,110
Series 2021-2A, Class A, 0.96%, 2/15/2030²		800,000		795,216
Series 2021-2A, Class C, 1.64%, 6/17/2030²		1,000,000		986,592
Series 2021-3A, Class B, 1.38%, 7/15/2030²		1,300,000		1,284,393
DataBank Issuer, Series 2021-2A, Class A2, 2.40%, 10/25/2051²		900,000		900,056
EDvestinU Private Education Loan Issue No. 3 LLC, Series 2021-A, Class A, 1.80%, 11/25/2045²		756,975		744,778
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/2051²		1,525,000		1,527,714
GoldentTree Loan Management U.S. CLO 1 Ltd., Series 2021-9A, Class A, (Cayman Islands) (3 mo. LIBOR US + 1.070%), 1.202%, 1/20/2033^2,4		2,000,000		1,999,406
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/2055²		1,033,988		1,031,878
Hertz Vehicle Financing III LP, Series 2021-2A, Class B, 2.12%, 12/27/2027²		950,000		940,951
Hotwire Funding LLC, Series 2021-1, Class A2, 2.311%, 11/20/2051²		1,470,000		1,458,746
KREF Ltd., Series 2021-FL2, Class AS, (1 mo. LIBOR US + 1.300%), 1.409%, 2/15/2039^2,4		1,500,000		1,499,375
Navient Private Education Refi Loan Trust,
Series 2017-2A, Class A, (1 mo. LIBOR US + 1.050%), 1.153%, 12/27/2066^2,4		2,041,871		2,057,796
Series 2020-DA, Class A, 1.69%, 5/15/2069²		912,991		913,602
Series 2021-A, Class A, 0.84%, 5/15/2069²		599,922		592,400
Nelnet Student Loan Trust, Series 2012-3A, Class A, (1 mo. LIBOR US + 0.700%), 0.802%, 2/25/2045^2,4		1,058,215		1,052,996
Neuberger Berman Loan Advisers CLO 40 Ltd.,
Series 2021-40A, Class A, (Cayman Islands) (3 mo. LIBOR US + 1.060%), 1.182%, 4/16/2033^2,4		800,000		800,885

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Neuberger Berman Loan Advisers CLO 40 Ltd., (continued)
Series 2021-40A, Class B, (Cayman Islands) (3 mo. LIBOR US + 1.400%), 1.522%, 4/16/2033^2,4		1,400,000	$	1,387,153
Oxford Finance Funding LLC, Series 2019-1A, Class A2, 4.459%, 2/15/2027²		1,229,090		1,253,217
PEAR LLC, Series 2021-1, Class A, 2.60%, 1/15/2034 (Acquired 11/16/2021, cost $2,000,000)⁵		2,000,000		1,995,817
PHEAA Student Loan Trust, Series 2016-1A, Class A, (1 mo. LIBOR US + 1.150%), 1.253%, 9/25/2065^2,4		731,973		744,774
Progress Residential Trust, Series 2020-SFR2, Class A, 2.078%, 6/17/2037²		500,000		501,848
Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/2046²		1,840,720		1,805,114
SLM Student Loan Trust,
Series 2011-2, Class A2, (1 mo. LIBOR US + 1.200%), 1.303%, 10/25/2034⁴		863,911		868,280
Series 2013-6, Class A3, (1 mo. LIBOR US + 0.650%), 0.753%, 6/25/2055⁴		1,659,566		1,665,025
SMB Private Education Loan Trust,
Series 2015-B, Class A3, (1 mo. LIBOR US + 1.750%), 1.860%, 5/17/2032^2,4		1,830,000		1,847,156
Series 2016-B, Class A2A, 2.43%, 2/17/2032²		1,329,375		1,346,575
Series 2017-B, Class A2A, 2.82%, 10/15/2035²		285,098		290,512
Series 2017-B, Class A2B, (1 mo. LIBOR US + 0.750%), 0.860%, 10/15/2035^2,4		1,291,205		1,294,968
SoFi Professional Loan Program LLC,
Series 2017-F, Class A2FX, 2.84%, 1/25/2041²		906,474		922,139
Series 2018-B, Class A2FX, 3.34%, 8/25/2047²		244,121		248,350
Stack Infrastructure Issuer LLC, Series 2021-1A, Class A2, 1.877%, 3/26/2046²		1,050,000		1,032,528
Store Master Funding I-VII, Series 2018-1A, Class A1, 3.96%, 10/20/2048²		1,420,516		1,450,035
Textainer Marine Containers VII Ltd., Series 2021-1A, Class A, (China), 1.68%, 2/20/2046²		1,773,333		1,724,454
Toyota Auto Loan Extended Note Trust, Series 2020-1A, Class A, 1.35%, 5/25/2033²		2,500,000		2,493,723
Tricon American Homes,
Series 2017-SFR2, Class A, 2.928%, 1/17/2036²		1,209,581		1,216,156

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

Credit Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Tricon American Homes, (continued)
Series 2020-SFR1, Class A, 1.499%, 7/17/2038²		1,397,661	$	1,373,735
Trinitas CLO XVII Ltd., Series 2021- 17A, Class B1, (Cayman Islands) (3 mo. LIBOR US + 1.700%), 1.838%, 10/20/2034^2,4		1,550,000		1,540,925
Triton Container Finance VIII LLC, Series 2021-1A, Class A, 1.86%, 3/20/2046²		1,380,969		1,352,433
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.645%, 9/15/2045²		1,750,000		1,710,754
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.031%, 6/15/2050²		775,000		796,230

TOTAL ASSET-BACKED SECURITIES
(Identified Cost $61,472,417)				61,367,030

COMMERCIAL MORTGAGE-BACKED SECURITIES - 15.8%

Brean Asset Backed Securities Trust, Series 2021-RM2, Class A, 1.75%, 10/25/2061^2,6		994,349		960,664
Credit Suisse Mortgage Capital Trust, Series 2013-7, Class A6, 3.50%, 8/25/2043^2,6		312,840		314,413
Fannie Mae REMICS, Series 2021-69, Class WJ, 1.50%, 10/25/2050		743,712		737,307
Freddie Mac Multifamily Structured Pass-Through Certificates,
Series K072, Class A2, 3.444%, 12/25/2027		1,000,000		1,102,857
Series K106, Class X1 (IO), 1.354%, 1/25/2030⁶		15,959,173		1,529,468
FREMF Mortgage Trust,
Series 2015-K43, Class B, 3.732%, 2/25/2048^2,6		400,000		422,598
Series 2015-K720, Class B, 3.390%, 7/25/2022^2,6		2,500,000		2,527,949
GCT Commercial Mortgage Trust, Series 2021-GCT, Class A, (1 mo. LIBOR US + 0.800%), 0.91%, 2/15/2038^2,4		1,900,000		1,897,719
GS Mortgage Securities Corp. Trust, Series 2019-70P, Class A, (1 mo. LIBOR US + 1.000%), 1.11%, 10/15/2036^2,4		1,500,000		1,495,279
GS Mortgage-Backed Securities Corp. Trust,
Series 2020-PJ3, Class A14, 3.00%, 10/25/2050^2,6		336,628		339,379
Series 2021-INV1, Class A6, 2.50%, 12/25/2051^2,6		993,584		1,003,917
Series 2021-PJ6, Class A8, 2.50%, 11/25/2051^2,6		656,510		663,320

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

GS Mortgage-Backed Securities Corp. Trust, (continued)
Series 2021-PJ9, Class A8, 2.50%, 2/26/2052^2,6		763,407	$	771,292
Imperial Fund Mortgage Trust, Series 2021-NQM3, Class A1, 1.595%, 11/25/2056^2,6		926,108		918,402
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2019-ICON, Class A, 3.884%, 1/5/2034²		2,000,000		2,057,193
JPMDB Commercial Mortgage Securities Trust, Series 2017-C5, Class A5, 3.694%, 3/15/2050		1,496,000		1,614,010
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2014-C19, Class A4, 3.526%, 12/15/2047		965,361		1,013,331
Morgan Stanley Capital I Trust,
Series 2016-UB11, Class A4, 2.782%, 8/15/2049		500,000		519,119
Series 2018-H3, Class A5, 4.177%, 7/15/2051		1,000,000		1,121,346
Series 2020-CNP, Class A, 2.428%, 4/5/2042^2,6		1,000,000		1,005,310
NewRez Warehouse Securitization Trust, Series 2021-1, Class A, (1 mo. LIBOR US + 0.750%), 0.852%, 5/25/2055^2,4		2,000,000		1,995,350
Provident Funding Mortgage Trust,
Series 2021-2, Class A2A, 2.00%, 4/25/2051^2,6		806,950		809,093
Series 2021-INV1, Class A1, 2.50%, 8/25/2051^2,6		1,526,307		1,540,378
RCKT Mortgage Trust, Series 2021-6, Class A1, 2.50%, 12/25/2051^2,6		950,000		944,582
Sequoia Mortgage Trust, Series 2013- 5, Class A1, 2.50%, 5/25/2043^2,6		583,546		580,412
UBS Commercial Mortgage Trust, Series 2017-C7, Class A4, 3.679%, 12/15/2050		1,000,000		1,083,292
Wells Fargo Commercial Mortgage Trust,
Series 2015-C30, Class A4, 3.664%, 9/15/2058		1,500,000		1,598,860
Series 2015-NXS4, Class A4, 3.718%, 12/15/2048		1,000,000		1,071,685
Series 2021-SAVE, Class A, (1 mo. LIBOR US + 1.150%), 1.26%, 2/15/2040^2,4		909,022		909,914

TOTAL COMMERCIAL MORTGAGE- BACKED SECURITIES
(Identified Cost $32,277,105)				32,548,439

MUNICIPAL BONDS - 2.8%

Hawaii, Series GC, G.O. Bond, 2.632%, 10/1/2037		2,240,000		2,278,013

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

Credit Series

Investment Portfolio - December 31, 2021

	PRINCIPAL AMOUNT¹/ SHARES¹		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Revenue Bond, 1.58%, 5/1/2024		985,000	$	995,313
South Carolina Public Service Authority, Series B, Revenue Bond, 2.329%, 12/1/2028		1,355,000		1,390,636
Tampa-Hillsborough County Expressway Authority, Series B, Revenue Bond, BAM, 1.892%, 7/1/2029		1,000,000		995,410

TOTAL MUNICIPAL BONDS
(Identified Cost $5,685,808)				5,659,372

SHORT-TERM INVESTMENT - 4.3%

Dreyfus Government Cash Management, Institutional Shares, 0.03%⁷
(Identified Cost $8,931,584)		8,931,584		8,931,584

TOTAL INVESTMENTS - 99.5%
(Identified Cost $204,077,282)				205,410,758
OTHER ASSETS, LESS LIABILITIES - 0.5%				1,066,365
NET ASSETS - 100%			$	206,477,123

CLO - Collateralized Loan Obligation

G.O. Bond - General Obligation Bond

Impt. - Improvement

IO - Interest only

LIBOR - London Interbank Offered Rate

No. - Number

REMICS - Real Estate Mortgage Investment Conduits

Scheduled principal and interest payments are guaranteed by:

BAM (Build America Mutual Assurance Co.)

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

¹Amount is stated in USD unless otherwise noted.

²Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at December 31, 2021 was $99,631,006, which represented 48.3% of the Series’ Net Assets.

³Variable 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 December 31, 2021.

⁴Floating rate security. Rate shown is the rate in effect as of December 31, 2021.

⁷Rate shown is the current yield as of December 31, 2021.

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

Credit Series

Investment Portfolio - December 31, 2021

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

Credit Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments, at value (identified cost $204,077,282) (Note 2)	$	205,410,758
Receivable from Advisor (Note 3)		2,410
Interest receivable		1,096,490
Receivable for fund shares sold		8,273
Dividends receivable		191
Prepaid expenses		5,179
TOTAL ASSETS		206,523,301

LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		22,911
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Payable for fund shares repurchased		8,634
Audit fees payable		7,706
Accrued printing and postage fees payable		3,908
Other payables and accrued expenses		1,488
TOTAL LIABILITIES		46,178
TOTAL NET ASSETS	$	206,477,123

NET ASSETS CONSIST OF:

Capital stock	$	203,438
Additional paid-in-capital		204,808,681
Total distributable earnings (loss)		1,465,004
TOTAL NET ASSETS	$	206,477,123

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($206,477,123/20,343,804 shares)	$	10.15

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

Credit Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest (net of foreign taxes withheld, $6,316)	$	4,539,470
Dividends		81,905
Other Income		18,791
Total Investment Income		4,640,166

EXPENSES:

Management fees (Note 3)		498,920
Fund accounting and administration fees (Note 3)		66,669
Directors’ fees (Note 3)		23,618
Chief Compliance Officer service fees (Note 3)		6,123
Audit fees		53,472
Offering and Organizational expenses		16,165
Custodian fees		9,942
Miscellaneous		57,593
Total Expenses		732,502
Less reduction of expenses (Note 3)		(532,933	)
Net Expenses		199,569
NET INVESTMENT INCOME		4,440,597
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		3,919,220

Net change in unrealized appreciation (depreciation) on investments		(8,155,311	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(4,236,091	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	204,506

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

Credit Series

Statements of Changes in Net Assets

		FOR THE		FOR THE PERIOD
		YEAR ENDED		4/14/20¹TO
		12/31/21		12/31/20

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,440,597		$	3,116,465
Net realized gain (loss) on investments		3,919,220			2,137,540
Net change in unrealized appreciation (depreciation) on investments		(8,155,311	)		9,488,787

Net increase (decrease) from operations		204,506			14,742,792

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

Class W		(8,777,239	)		(4,705,055	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		22,923,299			182,088,820

Net increase (decrease) in net assets		14,350,566			192,126,557

NET ASSETS:

Beginning of period		192,126,557			–

End of period	$	206,477,123		$	192,126,557

¹Commencement of operations.

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

Credit Series

Financial Highlights - Class W

		FOR THE		FOR THE PERIOD
		YEAR ENDED		4/14/20¹TO
		12/31/21		12/31/20

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.60		$	10.00

Income from investment operations:
Net investment income²		0.23			0.19
Net realized and unrealized gain (loss) on investments		(0.22	)		0.68
Total from investment operations		0.01			0.87
Less distributions to shareholders:
From net investment income		(0.24	)		(0.18	)
From net realized gain on investments		(0.22	)		(0.09	)
Total distributions to shareholders		(0.46	)		(0.27	)

Net asset value - End of period	$	10.15		$	10.60
Net assets - End of period (000’s omitted)	$	206,477		$	192,127
Total return³		0.02%			8.77%

Ratios (to average net assets)/Supplemental Data:
Expenses*		0.10%			0.10%⁴
Net investment income		2.23%			2.52%⁴
Series portfolio turnover		69%			44%

*The investment advisor did not impose all or a portion of its management and/or other fees during the periods, 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:

		0.27%			0.33%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Credit Series

Notes to Financial Statements

Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares are only offered to discretionary investment accounts and 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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as Credit Series Class W common stock.

Significant Accounting Policies

Security Valuation

Credit Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	5,659,372	$	—	$	5,659,372	$	—
Corporate debt:
Communication Services		13,405,740		—		13,405,740		—
Consumer Discretionary		5,945,333		—		5,945,333		—
Energy		24,743,009		—		24,743,009		—
Financials		17,232,467		—		17,232,467		—
Health Care		2,290,760		—		2,290,760		—
Industrials		18,835,734		—		18,835,734		—
Materials		1,894,666		—		1,894,666		—
Real Estate		12,556,624		—		12,556,624		—
Asset-backed securities		61,367,030		—		61,367,030		—
Commercial mortgage-backed securities		32,548,439		—		32,548,439		—
Short-Term Investment		8,931,584		8,931,584		—		—
Total assets	$	205,410,758	$	8,931,584	$	196,479,174	$	—

There were no Level 3 securities held by the Series as of December 31, 2020 or December 31, 2021.

LIBOR Transition Risk

Credit Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

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.

Organization and Offering Costs

Upon commencement of operations, organization costs associated with the establishment of the Series were expensed by the Series. Offering costs are amortized over a 12-month period beginning with the commencement of operations.

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.

Asset-Backed Securities

Mortgage-Backed Securities

Credit Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Mortgage-Backed Securities (continued)

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

Securities Purchased on a When-Issued Basis or Forward Commitment

Restricted Securities

Federal Taxes

Credit Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Federal Taxes (continued)

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2020 and for the year ended December 31, 2021. 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

Indemnifications

Other

Transactions with Affiliates

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

Credit Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. There are no distribution and service fees on the Class W shares.

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.10% of the average daily net assets of the Class W shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Pursuant to the advisory fee waiver, the Advisor waived $498,920 in management fees for Class W for the year ended December 31, 2021. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $34,013 for Class W shares, respectively, for the year ended December 31, 2021. These amounts are included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

CLASS	EXPIRING DECEMBER 31,
	2023		2024		TOTAL
Class W	$	93,809	$	34,013	$	127,822

For the year ended December 31, 2021, the Advisor did not recoup any expenses that have been previously waived or reimbursed.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $132,593,585 and $115,973,134, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $17,298,170 and $16,707,049, respectively.

Credit Series

Notes to Financial Statements (continued)

Capital Stock Transactions

Transactions in Class W shares of Credit Series were:

CLASS W	FOR THE YEAR ENDED 12/31/21						FOR THE PERIOD 4/14/20 (COMMENCEMENT OF OPERATIONS) TO 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,674,022		$	38,389,686			19,012,780		$	191,266,907
Reinvested		828,766			8,498,088			434,202			4,557,331
Repurchased		(2,291,219	)		(23,964,475	)		(1,314,747	)		(13,735,418	)
Total		2,211,569		$	22,923,299			18,132,235		$	182,088,820

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

Financial Instruments

Foreign Securities

Federal Income Tax Information

Credit Series

Notes to Financial Statements (continued)

Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE PERIOD ENDED 12/31/21		FOR THE PERIOD ENDED 12/31/20
Ordinary income	$	6,724,292	$	4,705,055
Long-term capital gains	$	2,052,947		—

Cost for federal income tax purposes	$	204,148,350
Unrealized appreciation		2,932,475
Unrealized depreciation		(1,670,067	)

Net unrealized appreciation	$	1,262,408
Undistributed ordinary income	$	158,613
Undistributed long-term capital gains	$	45,288

Market Event

Credit Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Credit Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, and the statement of changes in net assets and the financial highlights for the year ended December 31, 2021 and for the period April 14, 2020 (commencement of operations) through December 31, 2020, 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 December 31, 2021, the results of its operations for the year ended December 31, 2021, and the changes in its net assets and the financial highlights for the year ended December 31, 2021 and for the period April 14, 2020 (commencement of operations) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

New York, New York

February 18, 2022

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

Credit 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.

The Series designates $2,098,235 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

Credit Series

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer

Name:	Paul Battaglia*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) - Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997

Name:	Paul A. Brooke
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments); Managing Member (2010-2016) - VenBio (investments).
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

Credit Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family Office); Head of Corporate Development (2019-2020) – Caelum Biosciences (pharmaceutical development); Head of Private Investments (2015-2018) – AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019- 2020) – Madison Dearborn Partners (private equity); General Counsel/CCO (2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC (Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Russell O. Vernon
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management (economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

Credit Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Chester N. Watson
Address:	290 Woodcliff DriveFairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);

Officers:

Name:	Elizabeth Craig
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor Services, Inc.

Name:	Samantha Larew
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker- Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker- Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.; Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates

Name:	Scott Morabito
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021; Managing Director of Operations (2019-2021); Director of Funds Group (2017-2019); Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC; President, Director since 2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust Company since 2021;

Credit Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial Group; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	39
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/ Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates Holds one or more of the following titles for various affiliates: General Counsel

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Credit Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-PORT, 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

MNCRE-12/21-AR

Manning & Napier Fund, Inc.

High Yield Bond Series

Independent Perspective | Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

Marc Mayer

Chief Executive Officer

High Yield Bond Series

Fund Commentary

(unaudited)

Investment Objective

To provide a high level of long-term total return, which is a combination of income and capital appreciation. Under normal circumstances, the Series will invest at least 80% of its assets in bonds that are rated below investment-grade (junk bonds), and/or securities that are designed to track the performance of non-investment grade securities, principally exchange-traded funds.

Performance Commentary

Despite the ongoing pandemic, lingering inflation concerns, and looming rate hikes, high yield markets generated positive returns for the year backed by robust corporate earnings and loose monetary policy. Overall, credit spreads tightened over the period and remain near historic lows. In general, lower quality issuances outperformed their higher quality counterparts and Energy and Transportation were among the highest returning sectors.

The High Yield Bond Series Class S shares delivered strong absolute and relative returns over the period, returning 9.99% versus 5.29% for its benchmark, the Intercontinental Exchange (ICE) Bank of America (BofA) U.S. Cash Pay High Yield Index.

The Series’ outperformance was driven by strong selection, most notably within the Energy, Basic Industry, and Financial Services sectors.

Going forward, we believe that selection will be key to achieving investor objectives. We continue to focus on businesses that generate positive free cash flow that either pay down debt or focus on improving their business with good relative value. The Series is positioned somewhat shorter than the broad market from a duration perspective as we do not believe investors are being adequately compensated on the longer end for the risks assumed as spread pick-up is minimal. Finally, we continue to find value in smaller, off-the-run high yield securities that offer attractive yields with stronger investor protections than their on-the-run counterparts.

As always, we believe that a select, disciplined approach focused on current valuations and conditions will be key to navigating any challenges and opportunities that arise and ultimately helping investors achieve their objectives.

Performance for the High Yield Bond Series Class S shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

Additional information and associated disclosures can be found on the Performance Update page of this report.

All investments involve risks, including possible loss of principal. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Investments in higher-yielding, lower-rated securities involve additional risks, including a higher risk of default and loss of principal. Investments in 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.

High Yield Bond Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS
	AS OF DECEMBER 31, 2021
	ONE	FIVE	TEN
	YEAR¹	YEAR	YEAR
High Yield Bond Series - Class S²	9.99%	7.36%	6.95%
High Yield Bond Series - Class I^2,3	10.27%	7.64%	7.21%
High Yield Bond Series - Class W^2,4	10.89%	7.87%	7.20%
High Yield Bond Series - Class Z^2,4	10.48%	7.61%	7.07%
Intercontinental Exchange (ICE) Bank of America (BofA) BB-B U.S. Cash Pay High Yield Index⁵	4.63%	6.09%	6.57%
Intercontinental Exchange (ICE) Bank of America (BofA) U.S. Cash Pay High Yield Index⁶	5.29%	6.09%	6.69%

The following graph compares the value of a $10,000 investment in the High Yield Bond Series - Class S for the ten years ended December 31, 2021 to the Intercontinental Exchange (ICE) Bank of America (BofA) BB-B U.S. Cash Pay High Yield Index and Intercontinental Exchange (ICE) Bank of America (BofA) U.S. Cash Pay High Yield Index.

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 December 31, 2021, this net expense ratio was 0.90% for Class S, 0.65% for Class I, 0.10% for Class W and 0.50% for Class Z. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.95% for Class S, 0.67% for Class I, 0.57% for Class W and 0.57% for Class Z for the year ended December 31, 2021.

³For periods through August 1, 2012 (the inception date of the Class I shares), performance for the Class I shares is based on historical performance of the Class S shares. Because the Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

High Yield Bond Series

Performance Update as of December 31, 2021

(unaudited)

⁵The Intercontinental Exchange (ICE) Bank of America (BofA) BB-B U.S. Cash Pay High Yield Index is a subset of the ICE BofA U.S. Cash Pay High Yield Index. The Index includes all U.S. dollar denominated below investment grade corporate debt securities currently in a coupon paying period rated BB1 through B3. Qualifying securities must have at least one year remaining term to final maturity, at least 18 months to final maturity at point of issuance, a fixed coupon schedule, and a minimum amount outstanding of $250 million. The Index returns do not reflect any fees or expenses. Index returns provided by ICE Intercontinental Exchange (ICE). Index data referenced herein is the property of ICE Data Indices, LLC, its affiliates (“ICE Data”) and/or its third party suppliers and has been licensed for use by Manning & Napier. ICE Data and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/benchmark-provisions.

⁶The Intercontinental Exchange (ICE) Bank of America (BofA) U.S. Cash Pay High Yield Index tracks the performance of U.S. dollar denominated below investment grade corporate debt, currently in a coupon paying period, issued in the U.S. domestic market. Qualifying securities must have at least one year remaining term to final maturity as of the rebalancing date, at least 18 months to final maturity at the time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $250 million. The Index returns do not reflect any fees or expenses. Index returns provided by ICE Intercontinental Exchange (ICE). Index data referenced herein is the property of ICE Data Indices, LLC, its affiliates (“ICE Data”) and/or its third party suppliers and has been licensed for use by Manning & Napier. ICE Data and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https://go.manning-napier.com/benchmark-provisions.

High Yield Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	BEGINNING	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class S
Actual	$1,000.00	$1,036.50	$4.62	0.90%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.67	$4.58	0.90%
Class I
Actual	$1,000.00	$1,037.20	$3.34	0.65%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.93	$3.31	0.65%
Class W
Actual	$1,000.00	$1,039.70	$0.51	0.10%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.70	$0.51	0.10%
Class Z
Actual	$1,000.00	$1,038.80	$2.57	0.50%
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.68	$2.55	0.50%

High Yield Bond Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.

High Yield Bond Series

Investment Portfolio - December 31, 2021


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

COMMON STOCKS - 1.5%

Energy - 1.5%
Oil, Gas & Consumable Fuels - 1.5%
Jonah Energy Parent LLC^*2
(Identified Cost $980,115)	65,341‌		$	4,083,813‌

PREFERRED STOCKS - 1.9%

Health Care - 1.0%
Pharmaceuticals - 1.0%
Harrow Health, Inc., 8.625%, 4/30/2026	94,800‌		2,541,588‌

Information Technology - 0.9%
Software - 0.9%
Synchronoss Technologies, Inc., 8.375%, 6/30/2026	104,700‌		2,487,672‌

TOTAL PREFERRED STOCKS
(Identified Cost $5,011,579)			5,029,260‌

LOAN ASSIGNMENTS - 7.1%

American Axle & Manufacturing, Inc.,
Tranche B Term Loan, Term B, (3 mo. LIBOR US + 2.250%), 3.00%, 4/6/2024³	4,811,298‌		4,794,026‌
Tutor Perini Corp., Term Loan, Term B, (1 mo. LIBOR US + 4.75%), 5.75%, 8/18/2027³	3,877,756‌		3,877,756‌
Mozart Borrower LP, Initial Dollar Term Loan, Term B, (1 mo. LIBOR US + 3.250%), 3.75%, 10/21/2028³	3,500,000‌		3,498,460‌
The Hertz Corp., Term Loan, Term B-EXIT, (1 mo. LIBOR US + 3.500%), 3.75%, 6/30/2028³	3,364,359‌		3,364,359‌
Term C-EXIT, (1 mo. LIBOR US + 3.500%), 3.75%, 6/30/2028³	635,641‌		635,641‌
Jazz Financing Lux S.A.R.L., Initial Dollar Term Loan, Term B, (1 mo. LIBOR US + 3.500%), 4.00%, 5/5/2028³	2,487,500‌		2,495,435‌

TOTAL LOAN ASSIGNMENTS
(Identified Cost $18,709,089)			18,665,677‌

CORPORATE BONDS - 82.0%

Non-Convertible Corporate Bonds- 82.0%
Communication Services - 6.0%
Diversified Telecommunication Services - 2.8%
IHS Holding Ltd. (Nigeria), 6.25%, 11/29/2028⁴		3,750,000		3,796,875‌
Lumen Technologies, Inc., 7.50%, 4/1/2024		3,075,000		3,367,125‌
				7,164,000‌


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Media - 3.2%
Beasley Mezzanine Holdings LLC, 8.625%, 2/1/2026⁴	5,000,000‌	$	4,937,500‌
Sirius X.M. Radio, Inc., 4.00%, 7/15/2028⁴	3,500,000‌		3,519,565‌
			8,457,065‌
Total Communication Services			15,621,065‌

Consumer Discretionary - 3.7%
Auto Components - 1.3%
The Goodyear Tire & Rubber Co., 5.00%, 7/15/2029⁴	3,250,000‌		3,491,150‌

Multiline Retail - 1.4%
Macy’s Retail Holdings LLC, 4.50%, 12/15/2034	3,600,000‌		3,555,000‌

Specialty Retail - 1.0%
Bed Bath & Beyond, Inc., 4.915%, 8/1/2034	2,750,000‌		2,476,898‌
Total Consumer Discretionary			9,523,048‌

Energy - 15.9%
Energy Equipment & Services - 4.2%
Kent Global plc (United Kingdom), 10.00%, 6/28/2026	3,420,000‌		3,397,941‌
Petrofac Ltd. (United Kingdom), 9.75%, 11/15/2026⁴	3,905,000‌		3,983,959‌
Tidewater, Inc., 8.50%, 11/16/2026	3,600,000‌		3,600,000‌
			10,981,900‌

Oil, Gas & Consumable Fuels - 11.7%
Brooge Petroleum and Gas Investment Co. FZE (United Arab Emirates), 8.50%, 9/24/2025⁴	4,053,000‌		4,154,325‌
Guara Norte Sarl (Brazil), 5.198%, 6/15/2034⁴	3,502,321‌		3,441,065‌
Hess Midstream Operations LP, 4.25%, 2/15/2030⁴	3,750,000‌		3,721,875‌
Moss Creek Resources Holdings, Inc., 7.50%, 1/15/2026⁴	3,500,000‌		3,272,500‌
Navigator Holdings Ltd., 8.00%, 9/10/2025⁴	3,200,000‌		3,344,000‌
New Fortress Energy, Inc., 6.75%, 9/15/2025⁴	3,787,000‌		3,824,870‌
Penn Virginia Holdings LLC, 9.25%, 8/15/2026⁴	3,060,000‌		3,174,750‌
PetroTal Corp. (Peru), 12.00%, 2/16/2024 (Acquired 02/01/2021 - 11/02/2021, cost $3,583,256)⁵	3,580,000‌		3,741,100‌
Ping Petroleum UK Ltd. (Bermuda), 12.00%, 7/29/2024 (Acquired 07/14/2021, cost $1,960,000)⁵	2,000,000‌		1,980,000‌

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

High Yield Bond Series

Investment Portfolio - December 31, 2021


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Tiger Holdco Pte Ltd. (India), 13.00%, 6/10/2023^4,6	50,944‌	$	51,454‌
			30,705,939‌
Total Energy			41,687,839‌

Financials - 16.8%
Banks - 2.8%
Lloyds Bank plc (United Kingdom) (3 mo. LIBOR US + 11.756%), 12.00%^4,7,8	3,950,000‌		3,996,215‌
Popular, Inc. (Puerto Rico), 6.125%, 9/14/2023	3,200,000‌		3,405,760‌
			7,401,975‌
Capital Markets - 1.8%
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance Corporation, 3.875%, 2/15/2026⁴	2,400,000‌		2,445,735‌
StoneX Group, Inc., 8.625%, 6/15/2025⁴	2,230,000‌		2,363,800‌
			4,809,535‌
Consumer Finance - 4.7%
Navient Corp.,
6.75%, 6/25/2025	2,325,000‌		2,557,500‌
5.625%, 8/1/2033	2,500,000‌		2,381,250‌
PRA Group, Inc., 5.00%, 10/1/2029⁴	3,750,000‌		3,759,375‌
SLM Corp., 3.125%, 11/2/2026	3,750,000‌		3,712,500‌
			12,410,625‌
Diversified Financial Services - 4.3%
Coinbase Global, Inc., 3.375%, 10/1/2028⁴	3,675,000‌		3,431,531‌
FS Energy & Power Fund, 7.50%, 8/15/2023⁴	3,640,000‌		3,795,756‌
Midcap Financial Issuer Trust, 6.50%, 5/1/2028⁴	3,750,000‌		3,909,375‌
			11,136,662‌
Mortgage Real Estate Investment Trusts (REITS) - 1.4%
Ladder Capital Finance Holdings
LLLP - Ladder Capital Finance
Corp., 4.25%, 2/1/2027⁴	3,500,000‌		3,522,855‌

Thrifts & Mortgage Finance - 1.8%
LD Holdings Group LLC, 6.125%, 4/1/2028⁴	2,500,000‌		2,356,250‌
United Wholesale Mortgage LLC, 5.50%, 4/15/2029⁴	2,500,000‌		2,453,125‌
			4,809,375‌
Total Financials			44,091,027‌


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 1.4%
Pharmaceuticals - 1.4%
Teva Pharmaceutical Finance
Netherlands III B.V. (Israel), 7.125%, 1/31/2025	3,500,000‌	$	3,745,000‌

Industrials - 16.2%
Airlines - 4.6%
Alaska Airlines Pass-Through Trust,
Series 2020-1, Class B, 8.00%, 8/15/2025⁴	2,796,223‌		3,113,062‌
United Airlines Pass-Through Trust,
Series 2019-2, Class B, 3.50%, 5/1/2028	3,701,648‌		3,666,263‌
United Airlines Pass-Through Trust,
Series 2018-1, Class B, 4.60%, 3/1/2026	1,434,396‌		1,455,159‌
Western Global Airlines LLC, 10.375%, 8/15/2025⁴	3,500,000‌		3,893,750‌
			12,128,234‌
Commercial Services & Supplies - 3.3%
Airswift Global AS (United Kingdom) (3 mo. LIBOR US + 8.500%), 8.654%, 5/12/2025 (Acquired 05/03/2021 - 12/08/2021, cost $3,506,500)^3,5	3,500,000‌		3,552,500‌
Prime Security Services Borrower LLC - Prime Finance, Inc., 5.75%, 4/15/2026⁴	4,830,000‌		5,185,826‌
			8,738,326‌
Construction & Engineering - 4.7%
Dycom Industries, Inc., 4.50%, 4/15/2029⁴	3,302,000‌		3,363,912‌
IEA Energy Services LLC, 6.625%, 8/15/2029⁴	5,000,000‌		4,938,750‌
Railworks Holdings LP - Railworks Rally, Inc., 8.25%, 11/15/2028⁴	3,750,000‌		3,862,500‌
			12,165,162‌
Marine - 3.6%
American Tanker, Inc. (Norway), 7.75%, 7/2/2025	5,605,000‌		5,637,696‌
Seaspan Corp. (Hong Kong), 6.50%, 2/5/2024⁴	3,600,000‌		3,762,000‌
			9,399,696‌
Total Industrials			42,431,418‌

Information Technology - 1.4%
Communications Equipment - 1.4%
Plantronics, Inc., 4.75%, 3/1/2029⁴	3,720,000‌		3,547,950‌

Materials - 11.2%
Metals & Mining - 9.7%
Copper Mountain Mining Corp.
(Canada), 8.00%, 4/9/2026⁴	4,116,000‌		4,306,571‌

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

High Yield Bond Series

Investment Portfolio - December 31, 2021


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Endeavour Mining plc (Burkina Faso),
5.00%, 10/14/2026⁴	3,750,000‌	$	3,712,500‌
Infrabuild Australia Pty Ltd. (Australia),
12.00%, 10/1/2024⁴	3,479,000‌		3,583,370‌
Jervois Mining USA Ltd. (Australia),
12.50%, 7/20/2026⁴	3,000,000‌		3,170,460‌
Northwest Acquisitions ULC -
Dominion Finco, Inc., 7.125%, 11/1/2022 (Acquired 10/10/2017 - 05/15/2020, cost $1,518,841)^5,9	6,535,000‌		65‌
Pembroke Olive Downs Pty Ltd.
(Australia), 10.00%, 12/21/2028 (Acquired 12/10/2021, cost $2,509,000)⁵	2,600,000‌		2,522,000‌
Tacora Resources, Inc. (Canada),
8.25%, 5/15/2026⁴	4,260,000‌		4,238,700‌
Warrior Met Coal, Inc., 7.875%,
12/1/2028⁴	3,810,000‌		3,905,250‌
			25,438,916‌
Paper & Forest Products - 1.5%
Clearwater Paper Corp., 4.75%,
8/15/2028⁴	3,750,000‌		3,815,625‌
.Total Materials			29,254,541‌

Real Estate - 5.4%
Equity Real Estate Investment Trusts (REITS) - 4.3%
HAT Holdings I LLC - HAT Holdings II LLC, 3.375%, 6/15/2026⁴	3,750,000‌		3,787,500‌


	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
IIP Operating Partnership LP, 5.50%,
5/25/2026	4,455,000‌		$4,718,490‌
Pelorus Fund REIT LLC, 7.00%,
9/30/2026 (Acquired 09/21/2021, cost $2,750,000)⁵	2,750,000‌		2,705,892‌
			11,211,882‌
Real Estate Management & Development - 1.1%
Carrington Holding Co. LLC, 8.00%,
1/1/2026⁴	3,000,000‌		3,024,841‌
Total Real Estate			14,236,723‌

Utilities - 4.0%
Independent Power and Renewable Electricity Producers - 4.0%
Atlantica Sustainable Infrastructure plc (Spain), 4.125%, 6/15/2028⁴	3,250,000‌		3,274,375‌
Sunnova Energy Corp., 5.875%,
9/1/2026⁴	3,500,000‌		3,570,000‌
Vistra Operations Co. LLC, 4.375%,
5/1/2029⁴	3,711,000‌		3,717,049‌

Total Utilities			10,561,424‌

TOTAL CORPORATE BONDS
(Identified Cost $213,700,873)			214,700,035‌

SHORT-TERM INVESTMENT - 8.9%

Dreyfus Government Cash Management,
Institutional Shares, 0.03%¹⁰
(Identified Cost $23,179,519)	23,179,519‌		23,179,519‌

TOTAL INVESTMENTS - 101.4%
(Identified Cost $261,581,175)			265,658,304‌
LIABILITIES, LESS OTHER ASSETS - (1.4%)			(3,761,677‌)
NET ASSETS - 100%		$	261,896,627

LIBOR - London Interbank Offered Rate

*Non-income producing security.

¹Amount is stated in USD unless otherwise noted.

²Security has been valued using significant unobservable inputs.

³Floating rate security. Rate shown is the rate in effect as of December 31, 2021.

⁴Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at December 31, 2021 was $152,521,896, which represented 58.2% of the Series’ Net Assets.

⁶Represents a Payment-in-Kind bond.

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

High Yield Bond Series

Investment Portfolio - December 31, 2021

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

⁸Variable 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 December 31, 2021.

⁹Issuer filed for bankruptcy and/or is in default of interest payments.

¹⁰Rate shown is the current yield as of December 31, 2021.

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

High Yield Bond Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments, at value (identified cost $261,581,175) (Note 2)	$	265,658,304
Cash		3,646
Interest receivable		3,823,059
Receivable for fund shares sold		819,854
Dividends receivable		620
Prepaid expenses		25,610

TOTAL ASSETS		270,331,093

LIABILITIES:

Accrued sub-transfer agent fees (Note 3)		48,970
Accrued fund accounting and administration fees (Note 3)		28,223
Accrued management fees (Note 3)		16,026
Accrued distribution and service (Rule 12b-1) fees (Class S) (Note 3)		9,418
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Payable for securities purchased		7,919,670
Payable for fund shares repurchased		374,600
Other payables and accrued expenses		36,028

TOTAL LIABILITIES		8,434,466

TOTAL NET ASSETS	$	261,896,627

NET ASSETS CONSIST OF:

Capital stock	$	267,585
Additional paid-in-capital		256,510,373
Total distributable earnings (loss)		5,118,669

TOTAL NET ASSETS	$	261,896,627

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($47,107,855/4,541,402 shares)	$	10.37

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($67,760,283/7,841,867 shares)	$	8.64

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W
($137,215,458/13,240,730 shares)	$	10.36

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z
($9,813,031/1,134,546 shares)	$	8.65

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

High Yield Bond Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest	$	12,162,283
Dividends		124,362
Other Income		16,714

Total Investment Income		12,303,359

EXPENSES:

Management fees (Note 3)		822,734
Fund accounting and administration fees (Note 3)		79,394
Sub-transfer agent fees (Note 3)		76,157
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)		62,021
Directors’ fees (Note 3)		24,014
Chief Compliance Officer service fees (Note 3)		6,123
Registration and filing fees		65,351
Custodian fees		13,767
Miscellaneous		156,303

Total Expenses		1,305,864
Less reduction of expenses (Note 3)		(635,996	)

Net Expenses		669,868

NET INVESTMENT INCOME		11,633,491

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		11,120,514

Net change in unrealized appreciation (depreciation) on investments		(2,626,100	)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		8,494,414

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	20,127,905

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

High Yield Bond Series

Statements of Changes in Net Assets

	FOR THE			FOR THE
	YEAR ENDED			YEAR ENDED
	12/31/21			12/31/20
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	11,633,491		$	8,081,089
Net realized gain (loss) on investments		11,120,514			5,573,961
Net change in unrealized appreciation (depreciation) on investments		(2,626,100	)		7,395,942

Net increase (decrease) from operations		20,127,905			21,050,992

DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(2,851,858	)		(509,115	)
Class I		(5,700,231	)		(1,217,048	)
Class W		(11,182,645	)		(6,305,940	)
Class Z		(297,832	)		(110,904	)

Total distributions to shareholders		(20,032,566	)		(8,143,007	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		107,301,099			75,515,629

Net increase (decrease) in net assets		107,396,438			88,423,614

NET ASSETS:

Beginning of year		154,500,189			66,076,575

End of year	$	261,896,627		$	154,500,189

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

High Yield Bond Series

Financial Highlights - Class S

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$10.19‌

$10.10‌

$9.47‌

$10.09‌

$9.79‌

Income (loss) from investment operations:

Net investment income¹

0.53‌

0.57‌

0.53‌

0.54‌

Net realized and unrealized gain (loss) on investments

0.47‌

0.03‌

0.73‌

(0.65

)

0.28‌

Total from investment operations

1.00‌

0.60‌

1.30‌

(0.12

)

0.82‌

Less distributions to shareholders:

From net investment income

(0.47

)

(0.51

)

(0.67

)

(0.50

)

(0.51

)

From net realized gain on investments

(0.35

)

—‌

From return of capital

—‌

(0.01

)

Total distributions to shareholders

(0.82

)

(0.51

)

(0.67

)

(0.50

)

(0.52

)

Net asset value - End of year

$10.37‌

$10.19‌

$10.10‌

$9.47‌

$10.09‌

Net assets - End of year (000’s omitted)

$47,108

$10,197

$13,113

$82,399

$94,533

Total return²

9.99%

6.28%‌

13.97%‌

(1.31%)

8.49%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.90%‌

Net investment income

5.02%‌

5.91%‌

5.90%‌

5.32%‌

5.31%‌

Series portfolio turnover

128%‌

208%‌

143%‌

100%‌

106%‌

0.05%

0.13%

0.12%

0.08%

0.07%

¹Calculated based on average shares outstanding during the years.

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

High Yield Bond Series

Financial Highlights - Class I

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$8.62‌

$8.63‌

$8.20‌

$8.80‌

$8.61‌

Income (loss) from investment operations:

Net investment income¹

0.47‌

0.51‌

0.53‌

0.49‌

Net realized and unrealized gain (loss) on investments

0.40‌

0.02‌

0.61‌

(0.57

)

0.25‌

Total from investment operations

0.87‌

0.53‌

1.14‌

(0.08

)

0.74‌

Less distributions to shareholders:

From net investment income

(0.50

)

(0.54

)

(0.71

)

(0.52

)

(0.54

)

From net realized gain on investments

(0.35

)

—‌

From return of capital

—‌

(0.01

)

Total distributions to shareholders

(0.85

)

(0.54

)

(0.71

)

(0.52

)

(0.55

)

Net asset value - End of year

$8.64‌

$8.62‌

$8.63‌

$8.20‌

$8.80‌

Net assets - End of year (000’s omitted)

$67,760

$22,477

$20,974

$32,962

$26,459

Total return²

10.27%

6.60%‌

14.24%‌

(0.98%

)

8.68%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.65%‌

Net investment income

5.28%‌

6.17%‌

5.63%‌

5.57%‌

Series portfolio turnover

128%‌

208%‌

143%‌

100%‌

106%‌

0.02%

0.10%

0.13%

0.08%

0.07%

¹Calculated based on average shares outstanding during the years.

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

High Yield Bond Series

Financial Highlights - Class W

FOR THE YEAR ENDED

FOR THE

12/31/21

12/31/20

PERIOD
3/1/19¹ TO
12/31/19

Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period

$10.17‌

$10.08‌

$10.01‌

Income from investment operations:

Net investment income²

0.63‌

0.64‌

0.56‌

Net realized and unrealized gain (loss) on investments

0.46‌

0.03‌

0.27‌

Total from investment operations

1.09‌

0.67‌

0.83‌

Less distributions to shareholders:

From net investment income

(0.55

)

(0.58

)

(0.76

)

From net realized gain on investments

(0.35

)

—‌

Total distributions to shareholders

(0.90

)

(0.58

)

(0.76

)

Net asset value - End of period

$10.36‌

$10.17‌

$10.08‌

Net assets - End of period (000’s omitted)

$137,215

$119,895

$30,363

Total return³

10.89%

7.11%‌

8.63%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.10%‌

0.10%

⁴

Net investment income

5.92%‌

6.76%‌

6.66%

⁴

Series portfolio turnover

128%‌

208%‌

143%‌

0.47%

0.54%

0.59%

⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

High Yield Bond Series

Financial Highlights - Class Z

FOR THE YEAR ENDED

FOR THE

12/31/21

12/31/20

PERIOD
3/1/19¹ TO
12/31/19

Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period

$8.62‌

$8.64‌

$8.67‌

Income from investment operations:

Net investment income²

0.48‌

0.52‌

0.46‌

Net realized and unrealized gain (loss) on investments

0.41‌

0.01‌

0.23‌

Total from investment operations

0.89‌

0.53‌

0.69‌

Less distributions to shareholders:

From net investment income

(0.51

)

(0.55

)

(0.72

)

From net realized gain on investments

(0.35

)

—‌

Total distributions to shareholders

(0.86

)

(0.55

)

(0.72

)

Net asset value - End of period

$8.65‌

$8.62‌

$8.64‌

Net assets - End of period (000’s omitted)

$9,813

$1,931

$1,627

Total return³

10.48%

6.59%‌

8.26%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.50%‌

0.50%

⁴

Net investment income

5.41%‌

6.32%‌

6.26%

⁴

Series portfolio turnover

128%‌

208%‌

143%‌

0.07%

0.14%

0.19%

⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

High Yield Bond Series

Notes to Financial Statements

1.	Organization

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

The Series’ investment objective is to provide a high level of long-term total return by investing principally in non-investment grade fixed income securities that are issued by government and corporate entities.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The 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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as High Yield Bond Series Class I common stock and High Yield Bond Series Class Z common stock, 125 million have been designated as High Yield Bond Series Class S common stock and 50 million have been designated as High Yield Bond Series Class W common stock.

2.	Significant Accounting Policies

Security Valuation

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

The fair value of loan assignments is estimated using recently executed transactions, market price quotations, credit/market events, and cross-asset pricing. Inputs are generally observable market inputs obtained from independent sources. Loan assignments are generally categorized in Level 2 of the fair value hierarchy, unless key inputs are unobservable, in which case they would be categorized in Level 3.

High Yield Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Energy	$	4,083,813	$	—	$	—	$	4,083,813
Preferred securities:
Health Care		2,541,588		2,541,588		—		—
Information Technology		2,487,672		2,487,672		—		—
Debt securities:
Loan Assignments		18,665,677		—		18,665,677		—
Corporate debt:
Communication Services		15,621,065		—		15,621,065		—
Consumer Discretionary		9,523,048		—		9,523,048		—
Energy		41,687,839		—		41,687,839		—
Financials		44,091,027		—		44,091,027		—
Health Care		3,745,000		—		3,745,000		—
Industrials		42,431,418		—		42,431,418		—
Information Technology		3,547,950		—		3,547,950		—
Materials		29,254,541		—		29,254,541		—
Real Estate		14,236,723		—		14,236,723		—
Utilities		10,561,424		—		10,561,424		—
Short-Term Investment		23,179,519		23,179,519		—		—
Total assets	$	265,658,304	$	28,208,779	$	233,365,712	$	4,083,813

High Yield Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

The following table is a reconciliation Level 3 investments for which significant unobservable inputs were used to determine fair value:

LEVEL 3 RECONCILIATION	EQUITY SECURITY
Balance as of December 31, 2020 (fair value)	$	980,115
Net realized gain (loss)		—
Change in unrealized appreciation (depreciation)^*		3,103,698
Purchases		—
Sales		—
Transfers in		—
Transfers out		—
Balance as of 31 December, 2021 (fair value)	$	4,083,813

^*The change in unrealized appreciation (depreciation) attributable to securities owned on December 31, 2021 which were valued using significant unobservable inputs (Level 3) amounted to $3,103,698.

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of December 31, 2021.

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS
				VALUATION	AMOUNT OR
				IMPACT FROM	RANGE/
	FAIR VALUE	VALUATION	UNOBSERVABLE	AN INCREASE	WEIGHTED
	AT 12/31/2021	TECHNIQUE	INPUT	IN INPUT	AVERAGE
Common Stock - Energy	$4,083,813	Market Approach	Imputed Price Based on Potential Transaction Discount for Probability of	Increase	$67.89/NA
			Transaction	Decrease	7.9%/NA

The significant unobservable inputs used in the fair value measurement of the Fund’s equity security are the potential of a partial sale transaction and assumptions made to calculate residual equity, converted into unit value and discounted to reflect the pending nature of the transaction.

LIBOR Transition Risk

Security Transactions, Investment Income and Expenses

High Yield Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

Foreign Currency Translation

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

Securities Purchased on a When-Issued Basis or Forward Commitment

Asset-Backed Securities

High Yield Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Asset-Backed Securities (continued)

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, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the 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

The 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 the 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.

Restricted Securities

Federal Taxes

High Yield Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.40% of the Series’ average daily net assets.

High Yield Bond Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fee and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.65% of the average daily net assets of the Class S and Class I shares, 0.10% of the average daily net assets of the Class W shares, and 0.50% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Pursuant to the advisory fee waiver, the Advisor waived $524,289 in management fees for Class W for the year ended December 31, 2021. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $12,275, $7,047, $88,678 and $3,707 for Class S, Class I, Class W, and Class Z, respectively, for the year ended December 31, 2021. These amounts are included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

CLASS	EXPIRING DECEMBER 31,
	2022		2023		2024		TOTAL
Class S	$	18,519	$	13,633	$	12,275	$	44,427
Class I		22,088		17,756		7,047		46,891
Class W		82,483		126,979		88,678		298,140
Class Z		14,052		2,226		3,707		19,985

For the year ended December 31, 2021, the Advisor did not recoup any expenses that have been previously waived or reimbursed.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $333,183,541 and $247,376,907, respectively. There were no purchases or sales of U.S. Government securities.

High Yield Bond Series

Notes to Financial Statements (continued)

Capital Stock Transactions

Transactions in Class S, Class I, Class W and Class Z shares of High Yield Bond Series were:

CLASS S	FOR THE YEAR ENDED						FOR THE YEAR ENDED
	12/31/21						12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,744,521		$	61,132,086			1,374,004		$	13,470,435
Reinvested		215,066			2,231,231			43,968			426,693
Repurchased		(2,418,892	)		(25,703,861	)		(1,715,055	)		(16,444,271	)
Total		3,540,695		$	37,659,456			(297,083	)	$	(2,547,143	)

CLASS I		FOR THE YEAR ENDED						FOR THE YEAR ENDED
		12/31/21						12/31/20
		SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,127,738		$	72,620,203			1,549,016		$	12,741,074
Reinvested		638,351			5,534,045			143,819			1,184,486
Repurchased		(3,532,642	)		(31,206,195	)		(1,513,585	)		(12,480,382	)
Total		5,233,447		$	46,948,053			179,250		$	1,445,178

CLASS W		FOR THE YEAR ENDED						FOR THE YEAR ENDED
		12/31/21						12/31/20
		SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,256,616		$	13,115,949			9,470,532		$	82,557,027
Reinvested		1,035,395			10,750,624			617,247			5,999,867
Repurchased		(840,081	)		(8,855,336	)		(1,311,183	)		(12,237,390	)
Total		1,451,930		$	15,011,237			8,776,596		$	76,319,504

CLASS Z		FOR THE YEAR ENDED						FOR THE YEAR ENDED
		12/31/21						12/31/20
		SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,916,130		$	16,799,932			27,724		$	236,362
Reinvested		33,862			297,832			13,462			110,904
Repurchased		(1,039,362	)		(9,415,411	)		(5,700	)		(49,176	)
Total		910,630		$	7,682,353			35,486		$	298,090

Approximately 52% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

Line of Credit

High Yield Bond Series

Notes to Financial Statements (continued)

Financial Instruments

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were liquid when purchased may become illiquid.

Foreign Securities

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 tax 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 December 31, 2021, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $1,506,660 and decrease Total Distributable Earnings (Loss) by $1,506,660. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR		FOR THE YEAR
	ENDED 12/31/21		ENDED 12/31/20
Ordinary income	$	19,495,758	$	8,143,007
Long-term capital gains	$	536,808		—

High Yield Bond Series

Notes to Financial Statements (continued)

Federal Income Tax Information (continued)

Cost for federal income tax purposes	$	261,685,277
Unrealized appreciation		6,963,885
Unrealized depreciation		(2,990,858	)

Net unrealized appreciation	$	3,973,027
Undistributed ordinary income	$	742,497
Undistributed long-term capital gains	$	403,143

10.

Market Event

High Yield Bond Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of High Yield Bond Series

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of High Yield Bond Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

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 December 31, 2021 by correspondence with the custodian, brokers, agent banks and issuers of privately offered securities; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

New York, New York

February 18, 2022

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

High Yield Bond 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.

The Series designates $1,543,641 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer

Name:	Paul Battaglia*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) - Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997


Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments); Managing Member (2010-2016) - VenBio (investments).
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus (biomedical) since 2016; Caelum BioSciences (biomedical) since 2018; Cheyne Capital International (investment)(2000-2017);

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family Office); Head of Corporate Development (2019-2020) – Caelum Biosciences (pharmaceutical development); Head of Private Investments (2015-2018) – AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A


Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019- 2020) – Madison Dearborn Partners (private equity); General Counsel/CCO (2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC (Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A


Name:	Russell O. Vernon
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management (economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh Armory Unity Center (military); Board Member and Executive Director since 2020 – National Purple Heart Honor Mission, Inc. (military); Board Member, Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc. (military)

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley Center for Innovation, Inc. (New Business and Economic Development) since 2019; Town of Greenburgh, NY Planning Board (Municipal Government) (2015-2019);

Officers:
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor Services, Inc.


Name:	Samantha Larew
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker- Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker- Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.; Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates


Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021; Managing Director of Operations (2019-2021); Director of Funds Group (2017-2019); Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC; President, Director since 2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust Company since 2021;

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial Group; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	39
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/ Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and affiliates
	Holds one or more of the following titles for various affiliates: General Counsel

High Yield Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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

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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1.	Fund Holdings - Month-End

2.	Fund Holdings - Quarter-End

3.	Shareholder Report - Annual

4.	Shareholder Report - Semi-Annual

MNHYB-12/21-AR

Manning & Napier Fund, Inc.

Unconstrained Bond Series

Independent Perspective Real-World Solutions

A Note from Our CEO

Dear Shareholder,

The obstacles were many, but this year, in so many ways, is a story of triumphant resilience only serving to spotlight just how much more there is to do.

Over the past two years, we’ve endured a recession, a bear market, and a pandemic. Our collective perseverance is now paying off.

We are today experiencing a remarkable economic boom, a historic market rally, and continued medical innovation, all of which have turned a challenging period into one of optimism and hope.

This certainly is a moment of great consequence.

Our lives are being redefined, and our society, planet, workplaces, and industry must confront the challenges of the upcoming decade.

Markets reflect us. They mirror our collective thoughts, feelings, expectations, and beliefs – these new life rules.

Success in an era of change demands flexibility, adaptability, and a roll-up-your-sleeves willingness to do the work.

You demand more. At Manning & Napier, we demand more of ourselves. Upon reflection of the year, we’re proud to have continued to deliver more.

We wish you safety and good health, and we appreciate your confidence in our firm and our approach.

Sincerely,

Marc Mayer

Chief Executive Officer

Unconstrained Bond Series

Fund Commentary

(unaudited)

Investment Objective

Primarily to provide long-term total return, with a secondary objective of preservation of capital. Under normal circumstances, at least 80% of the Series’ assets will be invested in bonds and other financial instruments with economic characteristics similar to bonds. Up to 50% of the Series may be invested in below investment-grade securities and/or in non-US dollar denominated securities, including securities issued by companies located in emerging markets. Derivatives, such as futures, options, swaps, and forwards, may also be used to manage interest rate exposure, duration, or currency risk.

Performance Commentary

Fixed income markets, as measured by the Bloomberg US Aggregate Bond Index, posted negative returns for only the fourth calendar year on record as markets grappled with lingering inflation concerns, potential balance sheet reductions by the Federal Reserve, and looming interest rate hikes. Overall, interest rates generally ended the year higher than they started, the yield curve flattened, and, despite intra-year volatility, credit spreads ended roughly unchanged. From a sector perspective, Treasury Inflation Protected Securities (TIPS) and high yield were the highest returning areas of the market, experiencing positive returns, whereas Treasuries were the worst performing sector.

The Unconstrained Bond Series Class S shares delivered positive absolute returns during 2021, returning 2.59%, and outperformed its benchmark, the FTSE 3-Month Treasury Bill Index, which returned 0.05%. Relative outperformance was primarily attributable to the Series’ notable allocation to credit-related securities.

That stated, while the market continued to look expensive from a valuation perspective; we found select opportunities across various sectors. Specifically, we continued to find attractive opportunities in corporate credits, particularly within the Energy and Financials sectors, and, despite tightening valuations, in select BBB-rated issuances from a bottom-up perspective. Additionally, we continued to view asset-backed securities as relatively attractive and focused on securities with seniority in the capital structure that are backed by asset classes with high-quality fundamentals and low credit risk (e.g., student loans, prime autos, etc.). Finally, we’ve seen select opportunities in high yield, collateralized loan obligations and bank loans, and non-US dollar denominated securities.

Performance for the Unconstrained Bond Series Class S shares is provided above. Performance for other shares classes will differ based on each class’ underlying expenses.

Additional information and associated disclosures can be found on the Performance Update page of this report.

All investments involve risks, including possible loss of principal. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Investments in higher-yielding, lower-rated securities involve additional risks, including a higher risk of default and loss of principal. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets. Investments in 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.

Unconstrained Bond Series

Performance Update as of December 31, 2021

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS
	AS OF DECEMBER 31, 2021
	ONE	FIVE	TEN
	YEAR¹	YEAR	YEAR
Unconstrained Bond Series - Class S²	2.59%	3.68%	3.53%
Unconstrained Bond Series - Class I^2,3	2.81%	3.94%	3.73%
Unconstrained Bond Series - Class W^2,4	3.19%	4.09%	3.73%
FTSE 3-Month Treasury Bill Index⁵	0.05%	1.11%	0.60%
Bloomberg U.S. Aggregate Bond Index⁶	(1.54%)	3.57%	2.90%

The following graph compares the value of a $10,000 investment in the Unconstrained Bond Series - Class S for the ten years ended December 31, 2021 to the FTSE 3-Month Treasury Bill Index and Bloomberg Barclays U.S. Aggregate Bond Index.

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 December 31, 2021, this net expense ratio was 0.73% for Class S, 0.49% for Class I and 0.05% for Class W. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.73% for Class S, 0.49% for Class I and 0.37% for Class W for the year ended December 31, 2021.

³For periods through August 1, 2013 (the inception date of the Class I shares), performance for the Class I shares is based on the historical performance of the Class S shares. Because the Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁴For periods through March 1, 2019 (the inception date of the Class W shares), performance for the Class W shares is based on the historical performance of the Class S shares. Because the Class W shares invest in the same portfolio of securities as the Class S shares, performance will be different only to the extent that the Class S shares have a higher expense ratio.

⁵The FTSE 3-Month Treasury Bill Index is an unmanaged index based on 3-Month U.S. treasury bills. The Index measures the monthly return equivalents of yield averages that are not marked to market. The Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁶The Bloomberg 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. Index data referenced herein is the property of Bloomberg Finance L.P. and its affiliates (“Bloomberg”), and/or its third party suppliers and has been licensed for use by Manning & Napier. Bloomberg and its third party suppliers accept no liability in connection with its use. Data provided is not a 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. For additional disclosure information, please see: https:// go.manning-napier.com/benchmark-provisions.

Unconstrained Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	BEGINNING	ENDING	EXPENSES PAID	ANNUALIZED
	ACCOUNT VALUE	ACCOUNT VALUE	DURING PERIOD^*	EXPENSE
	7/1/21	12/31/21	7/1/21 - 12/31/21	RATIO
Class S
Actual	$1,000.00	$1,003.90	$3.69	0.73%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.53	$3.72	0.73%
Class I
Actual	$1,000.00	$1,005.30	$2.43	0.48%
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.79	$2.45	0.48%
Class W
Actual	$1,000.00	$1,006.90	$0.25	0.05%
Hypothetical
(5% return before expenses)	$1,000.00	$1,024.95	$0.26	0.05%

Unconstrained Bond Series

Portfolio Composition as of December 31, 2021

(unaudited)

Sector Allocation¹

¹As a percentage of net assets.
²A U.S. Treasury Note is an intermediate long-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

COMMON STOCKS - 0.7%

Energy - 0.7%
Oil, Gas & Consumable Fuels - 0.7%
Jonah Energy Parent LLC^*2
(Identified Cost $1,288,725)		85,915	$	5,369,688

PREFERRED STOCKS - 1.4%

Health Care - 0.4%
Pharmaceuticals - 0.4%
Harrow Health, Inc., 8.625%, 4/30/2026		109,800		2,943,738
Information Technology - 1.0%
Software - 1.0%
Argo Blockchain plc (United Kingdom), 8.75%, 11/30/2026		75,000		1,867,500
Greenidge Generation Holdings, Inc., 8.50%, 10/31/2026		70,000		1,666,000
Synchronoss Technologies, Inc., 8.375%, 6/30/2026		152,955		3,634,211

TOTAL PREFERRED STOCKS (Identified Cost $10,170,384)				10,111,449

LOAN ASSIGNMENTS - 3.6%

American Axle & Manufacturing, Inc., Tranche B Term Loan, Term B, (3 mo. LIBOR US + 2.250%), 3.00%, 4/6/2024³		6,933,895		6,909,002
Tutor Perini Corp., Term Loan, Term B, (1 mo. LIBOR US + 4.75%), 5.75%, 8/18/2027³		6,937,500		6,937,500
Mozart Borrower LP, Initial Dollar Term Loan, Term B, (1 mo. LIBOR US + 3.250%), 3.75%, 10/21/2028³		3,500,000		3,498,460
The Hertz Corp., Term Loan, Term B-EXIT, (1 mo. LIBOR US + 3.500%), 3.75%, 6/30/2028³		4,205,448		4,205,448
Term C-EXIT, (1 mo. LIBOR US + 3.500%), 3.75%, 6/30/2028³		794,552		794,552
Jazz Financing Lux S.A.R.L., Initial Dollar Term Loan, Term B, (1 mo. LIBOR US + 3.500%), 4.00%, 5/5/2028³		3,482,500		3,493,609

TOTAL LOAN ASSIGNMENTS (Identified Cost $25,798,488)				25,838,571

CORPORATE BONDS - 39.3%

Non-Convertible Corporate Bonds- 39.3%
Communication Services - 2.6%
Diversified Telecommunication Services - 1.6%
Lumen Technologies, Inc., 7.50%, 4/1/2024	6,075,000	6,652,125

	SHARES/
	PRINCIPAL			VALUE
	AMOUNT¹			(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Communication Services (continued)
Diversified Telecommunication Services (continued)
Verizon Communications, Inc., 4.272%, 1/15/2036			4,000,000	$	4,698,954
					11,351,079
Interactive Media & Services - 1.0%
Tencent Holdings Ltd. (China), 3.975%, 4/11/2029⁴			6,650,000		7,236,992
Total Communication Services					18,588,071

Consumer Discretionary - 1.7%
Automobiles - 0.4%
Ford Motor Credit Co. LLC,
3.219%, 1/9/2022			950,000		950,000
2.979%, 8/3/2022			2,050,000		2,060,393
					3,010,393
Hotels, Restaurants & Leisure - 0.5%
Expedia Group, Inc., 3.25%, 2/15/2030			3,400,000		3,473,007

Internet & Direct Marketing Retail - 0.8%
Alibaba Group Holding Ltd. (China), 4.00%, 12/6/2037			3,210,000		3,487,578
North Investment Group AB (Sweden) (3 mo. STIB + 9.000%), 9.00%, 5/5/2024 (Acquired 04/22/2021, cost $2,818,941)^3,5		SEK	23,750,000		2,628,317
					6,115,895
Total Consumer Discretionary					12,599,295

Consumer Staples - 0.3%
Food & Staples Retailing - 0.3%
Greenfood AB (Sweden) (3 mo. STIB + 7.000%), 7.00%, 11/4/2025 (Acquired 10/28/2021, cost $2,486,820)^3,5		SEK	21,250,000		2,339,894

Energy - 8.3%
Energy Equipment & Services - 1.5%
Kent Global plc (United Kingdom), 10.00%, 6/28/2026			3,500,000		3,477,425
Petrofac Ltd. (United Kingdom), 9.75%, 11/15/2026⁴			3,755,000		3,830,926
Tidewater, Inc., 8.50%, 11/16/2026			3,600,000		3,600,000
					10,908,351
Oil, Gas & Consumable Fuels - 6.8%
BP Capital Markets America, Inc., 3.06%, 6/17/2041			5,250,000		5,328,148
Brooge Petroleum and Gas Investment Co. FZE (United Arab Emirates), 8.50%, 9/24/2025⁴			6,562,000		6,726,050
Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039			3,910,000		5,317,204
Kinder Morgan Energy Partners LP, 6.95%, 1/15/2038			3,500,000		4,852,836

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Navigator Holdings Ltd., 8.00%, 9/10/2025⁴		3,550,000	$	3,709,750
PetroTal Corp. (Peru), 12.00%, 2/16/2024 (Acquired 02/01/2021, cost $3,230,000)⁵		3,400,000		3,553,000
Ping Petroleum UK Ltd. (Bermuda), 12.00%, 7/29/2024 (Acquired 07/14/2021-09/15/2021, cost $2,664,463)⁵		2,715,000		2,687,850
Sabine Pass Liquefaction LLC, 5.75%, 5/15/2024		7,000,000		7,614,064
The Williams Companies, Inc., 2.60%, 3/15/2031		3,550,000		3,529,844
Tiger Holdco Pte Ltd. (India), 13.00%, 6/10/2023⁴		6,228,217		6,290,499
				49,609,245
Total Energy				60,517,596

Financials - 7.7%
Banks - 2.9%
Bank of America Corp.,
(3 mo. LIBOR US + 0.760%), 0.963%,
9/15/2026³		3,561,000		3,545,809
6.11%, 1/29/2037		2,300,000		3,100,108
Citigroup, Inc., 4.45%, 9/29/2027		3,700,000		4,128,049
JPMorgan Chase & Co., 8.00%, 4/29/2027		3,000,000		3,884,364
Lloyds Bank plc (United Kingdom) (3 mo. LIBOR US + 11.756%), 12.00%^4,6,7		3,000,000		3,035,100
Popular, Inc. (Puerto Rico), 6.125%, 9/14/2023		3,135,000		3,336,580
				21,030,010
Capital Markets - 1.6%
Blackstone Secured Lending Fund, 2.75%, 9/16/2026		1,850,000		1,850,775
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance Corporation, 3.875%, 2/15/2026⁴		2,850,000		2,904,311
Owl Rock Technology Finance Corp., 3.75%, 6/17/2026⁴		3,000,000		3,091,767
StoneX Group, Inc., 8.625%, 6/15/2025⁴		3,580,000		3,794,800
				11,641,653
Consumer Finance - 1.0%
Navient Corp., 6.75%, 6/25/2025		3,050,000		3,355,000
PRA Group, Inc., 7.375%, 9/1/2025⁴		3,570,000		3,793,125
				7,148,125

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services - 1.7%
Blackstone Private Credit Fund, 2.625%, 12/15/2026⁴		1,785,000	$	1,741,351
FS Energy & Power Fund, 7.50%, 8/15/2023⁴		3,235,000		3,373,425
Liberty Commercial Finance LLC, 6.00%, 6/30/2026 (Acquired 06/22/2021, cost $3,000,000)⁵		3,000,000		3,002,939
Novedo Holding AB (Sweden) (3 mo. STIB + 6.500%), 6.50%, 11/26/2024 (Acquired 11/15/2021, cost $2,280,736)^3,5	SEK	20,000,000		2,213,320
VCT Holdings LLC, 6.00%, 12/30/2026 (Acquired 12/21/2021, cost $2,000,000)⁵		2,000,000		1,999,844
				12,330,879
Mortgage Real Estate Investment Trusts (REITS) - 0.5%
Arbor Realty Trust, Inc., 8.00%, 4/30/2023 (Acquired 05/10/2021, cost $3,785,222)⁵		3,555,000		3,705,829
Total Financials				55,856,496

Industrials - 8.0%
Airlines - 2.1%
Alaska Airlines Pass-Through Trust, Series 2020-1, Class B, 8.00%, 8/15/2025⁴		5,313,632		5,915,717
Southwest Airlines Co., 5.25%, 5/4/2025		3,000,000		3,333,374
United Airlines Pass-Through Trust, Series 2019-2, Class B, 3.50%, 5/1/2028		3,166,873		3,136,600
United Airlines Pass-Through Trust, Series 2018-1, Class B, 4.60%, 3/1/2026		3,130,916		3,176,236
				15,561,927
Commercial Services & Supplies - 1.5%
Airswift Global AS (United Kingdom) (3 mo. LIBOR US + 8.500%), 8.654%, 5/12/2025 (Acquired 05/03/2021, cost $7,000,000)^3,5		7,000,000		7,105,000
Legal Business Services LLC, 8.00%, 6/15/2026 (Acquired 06/14/2021, cost $4,000,000)⁵		4,000,000		3,999,688
				11,104,688
Construction & Engineering - 0.5%
Railworks Holdings LP - Railworks Rally, Inc., 8.25%, 11/15/2028⁴		3,735,000		3,847,050

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Electrical Equipment - 0.4%
Joetul AS (Norway) (3 mo. NIBOR + 6.950%), 7.59%, 10/6/2024³	NOK	23,000,000	$	2,604,737

Marine - 1.9%
American Tanker, Inc. (Norway), 7.75%, 7/2/2025		6,560,000		6,598,266
Seaspan Corp. (Hong Kong), 6.50%, 2/5/2024⁴		7,000,000		7,315,000
				13,913,266
Road & Rail - 0.2%
BNSF Funding Trust I, (3 mo. LIBOR US + 2.350%), 6.613%, 12/15/2055⁷		1,500,000		1,663,125

Trading Companies & Distributors - 1.4%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028		3,750,000		3,806,268
Ashtead Capital, Inc. (United Kingdom), 4.00%, 5/1/2028⁴		1,500,000		1,568,208
Avolon Holdings Funding Ltd. (Ireland), 3.25%, 2/15/2027⁴		4,500,000		4,534,004
				9,908,480
Total Industrials				58,603,273

Information Technology - 0.5%
Software - 0.5%
Media & Games Invest SE (Malta)
(3 mo. EURIBOR + 5.750%), 5.75%,
11/27/2024^3,4	EUR	3,200,000		3,668,702

Materials - 3.3%
Metals & Mining - 3.3%
Copper Mountain Mining Corp. (Canada), 8.00%, 4/9/2026⁴		3,528,000		3,691,346
Infrabuild Australia Pty Ltd. (Australia), 12.00%, 10/1/2024⁴		3,425,000		3,527,750
Jervois Mining USA Ltd. (Australia), 12.50%, 7/20/2026⁴		3,500,000		3,698,870
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/2027⁴		1,750,000		1,745,087
Northwest Acquisitions ULC - Dominion Finco, Inc., 7.125%, 11/1/2022 (Acquired 10/06/2017-09/12/2019, cost $4,353,936)^5,8		5,870,000		59
Pembroke Olive Downs Pty Ltd. (Australia), 10.00%, 12/21/2028 (Acquired 12/10/2021, cost $579,000)⁵		600,000		582,000
Tacora Resources, Inc. (Canada), 8.25%, 5/15/2026⁴		6,880,000		6,845,600

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Warrior Met Coal, Inc., 7.875%, 12/1/2028⁴		3,760,000	$	3,854,000
Total Materials				23,944,712

Real Estate - 5.0%
Equity Real Estate Investment Trusts (REITS) - 4.1%
American Tower Corp., 3.80%, 8/15/2029		8,250,000		8,983,217
Crown Castle International Corp.,
3.10%, 11/15/2029		5,000,000		5,223,172
3.30%, 7/1/2030		1,850,000		1,953,459
IIP Operating Partnership LP, 5.50%, 5/25/2026		3,500,000		3,707,006
Pelorus Fund REIT LLC, 7.00%, 9/30/2026 (Acquired 09/21/2021, cost $3,500,000)⁵		3,500,000		3,443,863
SBA Tower Trust,
2.836%, 1/15/2025⁴		3,500,000		3,591,530
1.884%, 1/15/2026⁴		2,750,000		2,773,251
				29,675,498
Real Estate Management & Development - 0.9%
Carrington Holding Co. LLC, 8.00%, 1/1/2026⁴		3,500,000		3,528,981
Trym AS (Norway) (3 mo. NIBOR + 7.750%), 8.54%, 9/10/2024 (Acquired 08/31/2021, cost $3,446,157)^3,5	NOK	30,000,000		3,355,422
				6,884,403
Total Real Estate				36,559,901

Utilities - 1.9%
Electric Utilities - 1.4%
Alexander Funding Trust, 1.841%, 11/15/2023⁴		10,000,000		10,036,072

Independent Power and Renewable Electricity Producers - 0.5%
Vistra Operations Co. LLC, 3.55%, 7/15/2024⁴		3,500,000		3,604,897
Total Utilities				13,640,969

TOTAL CORPORATE BONDS
(Identified Cost $286,778,651)				286,318,909

ASSET-BACKED SECURITIES - 34.2%

Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.937%, 8/15/2046⁴		4,500,000		4,432,401
AMSR Trust, Series 2020-SFR4, Class A, 1.355%, 11/17/2037⁴		4,833,000		4,712,160

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

ASSET-BACKED SECURITIES (continued)

BRSP Ltd., Series 2021-FL1, Class A, (1 mo. LIBOR US + 1.150%), 1.254%, 8/19/2038^3,4		3,000,000	$	2,989,197
Business Jet Securities LLC, Series 2021-1A, Class A, 2.162%, 4/15/2036⁴		4,761,625		4,675,827
CF Hippolyta LLC,
Series 2020-1, Class A1, 1.69%, 7/15/2060⁴		3,774,064		3,744,462
Series 2020-1, Class B1, 2.28%, 7/15/2060⁴		1,841,007		1,839,360
CLI Funding VIII LLC, Series 2021-1A, Class A, 1.64%, 2/18/2046⁴		6,143,102		5,999,569
College Ave Student Loans LLC, Series 2021-A, Class A2, 1.60%, 7/25/2051⁴		2,376,424		2,329,735
Commonbond Student Loan Trust, Series 2019-AGS, Class A1, 2.54%, 1/25/2047⁴		2,537,928		2,573,963
CoreVest American Finance Trust,
Series 2019-1, Class A, 3.324%, 3/15/2052⁴		3,949,417		4,135,294
Series 2019-3, Class A, 2.705%, 10/15/2052⁴		2,456,334		2,509,862
Series 2020-3, Class A, 1.358%, 8/15/2053⁴.		1,514,431		1,473,873
Series 2020-4, Class A, 1.174%, 12/15/2052⁴		1,155,162		1,122,669
Credit Acceptance Auto Loan Trust,
Series 2021-2A, Class C, 1.64%, 6/17/2030⁴		3,800,000		3,749,051
Series 2021-3A, Class C, 1.63%, 9/16/2030⁴		3,000,000		2,957,937
DataBank Issuer, Series 2021-1A, Class A2, 2.06%, 2/27/2051⁴		5,200,000		5,099,188
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/2049⁴		5,000,000		4,884,550
EDvestinU Private Education Loan Issue No. 1 LLC,
Series 2019-A, Class A, 3.58%, 11/25/2038⁴		2,284,653		2,338,637
Series 2021-A, Class A, 1.80%, 11/25/2045⁴		2,312,978		2,275,712
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/2051⁴		4,760,000		4,768,471
FS RIALTO, Series 2021-FL2, Class A, (Cayman Islands) (1 mo. LIBOR US + 1.220%), 1.328%, 4/16/2028^3,4		3,000,000		2,994,064
GoldentTree Loan Management U.S. CLO 1 Ltd., Series 2021-9A, Class A, (Cayman Islands) (3 mo. LIBOR US + 1.070%), 1.202%, 1/20/2033^3,4		6,000,000		5,998,218
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/2055⁴		3,976,878		3,968,761
Hertz Vehicle Financing LLC, Series 2021-1A, Class B, 1.56%, 12/26/2025⁴		3,000,000		2,970,421

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

ASSET-BACKED SECURITIES (continued)

Hotwire Funding LLC, Series 2021-1, Class A2, 2.311%, 11/20/2051⁴		3,500,000	$	3,473,204
HTS Fund I LLC, Series 2021-1, Class A, 1.411%, 8/25/2036⁴		1,750,000		1,742,488
ITE Rail Fund Levered LP, Series 2021-3A, Class A, 2.21%, 6/28/2051⁴		5,859,263		5,836,199
KREF Ltd., Series 2021-FL2, Class AS, (1 mo. LIBOR US + 1.300%), 1.409%, 2/15/2039^3,4		3,500,000		3,498,541
Laurel Road Prime Student Loan Trust, Series 2019-A, Class A2FX, 2.73%, 10/25/2048⁴		735,503		741,602
LCCM Trust,
Series 2021-FL2, Class AS, (1 mo. LIBOR US + 1.550%), 1.660%, 12/13/2038^3,4		2,000,000		1,990,091
Series 2021-FL2, Class B, (1 mo. LIBOR US + 1.900%), 2.010%, 12/13/2038^3,4		3,000,000		2,994,462
Long Point Park CLO Ltd., Series 2017-1A, Class A2, (3 mo. LIBOR US + 1.375%), 1.497%, 1/17/2030^3,4		2,400,000		2,386,121
Navient Private Education Loan Trust,
Series 2014-1, Class A3, (1 mo. LIBOR US + 0.510%), 0.613%, 6/25/2031³		4,638,578		4,533,899
Series 2015-BA, Class A3, (1 mo. LIBOR US + 1.450%), 1.560%, 7/16/2040^3,4		2,355,146		2,364,877
Series 2017-2A, Class A, (1 mo. LIBOR US + 1.050%), 1.153%, 12/27/2066^3,4		3,414,312		3,440,942
Series 2020-1A, Class A1B, (1 mo. LIBOR US + 1.050%), 1.152%, 6/25/2069^3,4		2,639,689		2,708,936
Series 2020-GA, Class A, 1.17%, 9/16/2069⁴		874,529		870,425
Series 2021-1A, Class A1A, 1.31%, 12/26/2069⁴		6,400,487		6,217,086
Series 2021-A, Class A, 0.84%, 5/15/2069⁴		1,294,569		1,278,337
Neuberger Berman Loan Advisers CLO 40 Ltd., Series 2021-40A, Class B, (Cayman Islands) (3 mo. LIBOR US + 1.400%), 1.522%, 4/16/2033^3,4		4,200,000		4,161,461
OCP CLO Ltd., Series 2020-8RA, Class A1, (Cayman Islands) (3 mo. LIBOR US + 1.220%), 1.342%, 1/17/2032^3,4		3,500,000		3,499,993
Octagon Investment Partners 18-R Ltd., Series 2018-18A, Class A1A, (Cayman Islands) (3 mo. LIBOR US + 0.960%), 1.082%, 4/16/2031^3,4		8,000,000		8,009,568
Octagon Investment Partners 42 Ltd., Series 2019-3A, Class BR, (Cayman Islands) (3 mo. LIBOR US + 1.650%), 1.774%, 7/15/2034^3,4		3,750,000		3,733,680

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

ASSET-BACKED SECURITIES (continued)

Oxford Finance Funding LLC,
Series 2019-1A, Class A2, 4.459%, 2/15/2027⁴		5,557,791	$	5,666,891
Series 2020-1A, Class A2, 3.101%, 2/15/2028⁴		6,300,000		6,366,080
Series 2020-1A, Class B, 4.037%, 2/15/2028⁴		3,700,000		3,750,612
PEAR LLC, Series 2021-1, Class A, 2.60%, 1/15/2034 (Acquired 11/16/2021, cost $6,000,000)⁵		6,000,000		5,987,452
Progress Residential Trust, Series 2019-SFR2, Class A, 3.147%, 5/17/2036⁴		8,527,009		8,577,171
Series 2019-SFR4, Class A, 2.687%, 10/17/2036⁴		3,800,000		3,848,923
Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/2046⁴		6,200,320		6,080,384
SMB Private Education Loan Trust, Series 2014-A, Class A3, (1 mo. LIBOR US + 1.500%), 1.610%, 4/15/2032^3,4		3,797,858		3,832,912
Series 2019-B, Class A2A, 2.84%, 6/15/2037⁴		3,357,968		3,442,471
Series 2020-B, Class A1A, 1.29%, 7/15/2053⁴		1,980,868		1,958,363
SoFi Professional Loan Program LLC,
Series 2016-C, Class A2B, 2.36%, 12/27/2032⁴		50,753		51,011
Series 2017-F, Class A2FX, 2.84%, 1/25/2041⁴		271,942		276,642
Stack Infrastructure Issuer LLC, Series 2021-1A, Class A2, 1.877%, 3/26/2046⁴		3,400,000		3,343,423
Stonepeak, Series 2021-1A, Class AA, 2.301%, 2/28/2033⁴		1,122,323		1,110,554
Store Master Funding I-VII and XIV, Series 2019-1, Class A1, 2.82%, 11/20/2049⁴		2,396,044		2,454,979
TCI-Flatiron CLO Ltd., Series 2016-1A, Class CR2, (Cayman Islands) (3 mo. LIBOR US + 2.200%), 2.322%, 1/17/2032^3,4		2,500,000		2,500,513
Textainer Marine Containers VII Ltd., Series 2021-1A, Class A, (China), 1.68%, 2/20/2046⁴		6,160,000		5,990,210
Towd Point Mortgage Trust,
Series 2016-5, Class A1, 2.50%, 10/25/2056^4,9		402,084		405,321
Series 2017-1, Class A1, 2.75%, 10/25/2056^4,9		1,315,687		1,327,030
Series 2018-2, Class A1, 3.25%, 3/25/2058^4,9		813,292		830,397
Series 2019-HY1, Class A1, (1 mo. LIBOR US + 1.000%), 1.102%, 10/25/2048^3,4		1,896,156		1,903,753
Tricon American Homes, Series 2020-SFR1, Class C, 2.249%, 7/17/2038⁴		2,500,000		2,461,956

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

ASSET-BACKED SECURITIES (continued)

Trinitas CLO XVII Ltd., Series 2021-17A, Class B1, (Cayman Islands) (3 mo. LIBOR US + 1.700%), 1.838%, 10/20/2034^3,4		5,120,000	$	5,090,022
Trinity Rail Leasing 2018 LLC, Series 2020-1A, Class A, 1.96%, 10/17/2050⁴		2,588,407		2,558,729
Trinity Rail Leasing 2021 LLC, Series 2021-1A, Class A, 2.26%, 7/19/2051⁴		1,969,334		1,958,410
Triton Container Finance VIII LLC, Series 2021-1A, Class A, 1.86%, 3/20/2046⁴		6,179,250		6,051,564
TRP LLC, Series 2021-1, Class A, 2.07%, 6/19/2051⁴		2,975,424		2,943,991
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.645%, 9/15/2045⁴		6,500,000		6,354,229
Vertical Bridge Holdings LLC, Series 2020-2A, Class A, 2.636%, 9/15/2050⁴		4,000,000		4,024,200
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $250,431,866)				249,173,487

COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.1%

BDS, Series 2021-FL8, Class B, (Cayman Islands) (1 mo. LIBOR US + 1.350%), 1.454%, 1/18/2036^3,4		3,000,000		2,983,932
Brean Asset Backed Securities Trust, Series 2021-RM2, Class A, 1.75%, 10/25/2061^4,9		2,983,047		2,881,991
CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/2049^4,9		150,575		151,871
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1, 2.13%, 2/25/2043^4,9		146,393		146,831
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/25/2047		242,053		247,493
Fontainebleau Miami Beach Trust, Series 2019-FBLU, Class A, 3.144%, 12/10/2036⁴		4,480,000		4,578,947
Freddie Mac Multifamily Structured Pass-Through Certificates,
Series K021, Class X1 (IO), 1.376%, 6/25/2022⁹		15,122,477		11,830
Series K030, Class X1 (IO), 0.146%, 4/25/2023⁹		50,854,639		95,754
Series K032, Class X1 (IO), 0.072%, 5/25/2023⁹		30,365,020		39,982
Series K106, Class X1 (IO), 1.354%, 1/25/2030⁹		53,862,208		5,161,955
FREMF Mortgage Trust,
Series 2013-K28, Class X2A (IO), 0.10%, 6/25/2046⁴		79,644,970		63,613
Series 2015-K42, Class B, 3.849%, 1/25/2048^4,9		1,900,000		2,007,193

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

FREMF Mortgage Trust, (continued) Series 2015-K43, Class B, 3.732%, 2/25/2048^4,9		1,500,000	$	1,584,745
GS Mortgage Securities Corp. Trust, Series 2021-RENT, Class B, (1 mo. LIBOR US + 1.100%), 1.202%, 11/21/2035^3,4		4,000,000		3,979,880
GS Mortgage-Backed Securities Trust,
Series 2021-GR3, Class A6, 2.50%, 4/25/2052^4,9		6,404,666		6,459,360
Series 2021-PJ9, Class A8, 2.50%, 2/26/2052^4,9		3,817,035		3,856,459
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1, 3.00%, 6/25/2029^4,9		289,210		291,781
Metlife Securitization Trust, Series 2019-1A, Class A, 3.75%, 4/25/2058^4,9		1,041,914		1,077,200
New Residential Mortgage Loan Trust,
Series 2014-3A, Class AFX3, 3.75%, 11/25/2054^4,9		321,710		336,133
Series 2015-2A, Class A1, 3.75%, 8/25/2055^4,9		461,683		481,773
Series 2019-2A, Class A1, 4.25%, 12/25/2057^4,9		2,314,901		2,414,853
RCKT Mortgage Trust, Series 2021-6, Class A5, 2.50%, 12/25/2051^4,9		6,000,000		6,037,031
Sequoia Mortgage Trust,
Series 2013-2, Class A, 1.874%, 2/25/2043⁹		167,068		166,533
Series 2013-6, Class A2, 3.00%, 5/25/2043⁹		1,664,281		1,661,363
Series 2013-7, Class A2, 3.00%, 6/25/2043⁹		153,957		153,899
Series 2013-8, Class A1, 3.00%, 6/25/2043⁹..		178,933		179,678
Series 2020-1, Class A4, 3.50%, 2/25/2050^4,9		43,427		43,408
Starwood Retail Property Trust, Series 2014-STAR, Class A, (1 mo. LIBOR US + 1.470%), 1.580%, 11/15/2027^3,4		1,777,115		1,070,709
Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/2041^4,9		2,651,083		2,619,727
Toorak Mortgage Corp. Ltd., Series 2019-1, Class A1, 4.535%, 3/25/2022^4,10		1,337,405		1,339,885
Waikiki Beach Hotel Trust, Series 2019-WBM, Class A, (1 mo. LIBOR US + 1.050%), 1.16%, 12/15/2033^3,4		7,000,000		6,987,882
WinWater Mortgage Loan Trust, Series 2015-1, Class A1, 3.50%, 1/20/2045^4,9		99,849		100,801

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $57,748,973)				59,214,492

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

FOREIGN GOVERNMENT BONDS - 1.8%

Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	126,000,000	$	6,153,203
Mexico Government International Bond (Mexico), 4.125%, 1/21/2026		1,800,000		1,975,518
Republic of Italy Government International Bond (Italy), 2.375%, 10/17/2024		4,500,000		4,609,830

TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $15,850,375)				12,738,551

MUNICIPAL BONDS - 0.6%

Hawaii, Series GC, G.O. Bond, 2.632%, 10/1/2037
(Identified Cost $4,064,913)		3,905,000		3,971,268

MUTUAL FUND - 2.4%

VanEck J.P. Morgan EM Local Currency Bond ETF
(Identified Cost $20,043,402)		609,000		17,417,400

U.S. TREASURY SECURITIES - 4.3%

U.S. Treasury Notes - 4.3%
U.S. Treasury Note
0.125%, 8/31/2023		21,400,000		21,213,586
0.375%, 8/15/2024		10,460,000		10,324,347

TOTAL U.S. TREASURY SECURITIES				31,537,933
(Identified Cost $31,827,115)

U.S. GOVERNMENT AGENCIES - 0.3%

Mortgage-Backed Securities - 0.3%
Fannie Mae
Pool #888810, UMBS, 5.50%, 11/1/2022		141		141
Pool #AD0462, UMBS, 5.50%, 10/1/2024		4,242		4,400
Pool #MA0115, UMBS, 4.50%, 7/1/2029		36,589		39,178
Pool #MA1834, UMBS, 4.50%, 2/1/2034		145,568		158,035
Pool #995876, UMBS, 6.00%, 11/1/2038		252,451		292,825
Pool #AW5338, UMBS, 4.50%, 6/1/2044		546,635		596,145
Pool #AS3878, UMBS, 4.50%, 11/1/2044		491,697		540,995
Pool #BE7845, UMBS, 4.50%, 2/1/2047		98,536		106,458

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

	SHARES/
	PRINCIPAL		VALUE
	AMOUNT¹		(NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac
Pool #G12610, 6.00%, 3/1/2022		153	$	153
Pool #G12655, 6.00%, 5/1/2022		81		81
Pool #G12988, 6.00%, 1/1/2023		928		939
Pool #G13078, 6.00%, 3/1/2023		1,311		1,326
Pool #G13331, 5.50%, 10/1/2023		1,146		1,169
Pool #C91359, 4.50%, 2/1/2031		99,148		107,206
Pool #D98711, 4.50%, 7/1/2031		289,233		312,734
Pool #C91746, 4.50%, 12/1/2033		214,854		233,333
Pool #G05900, 6.00%, 3/1/2040		40,952		46,791

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $2,344,026)				2,441,909

SHORT-TERM INVESTMENT - 2.6%

Dreyfus Government Cash Management, Institutional Shares, 0.03%¹¹
(Identified Cost $19,172,130)		19,172,130		19,172,130

TOTAL INVESTMENTS - 99.3%
(Identified Cost $725,519,048)				723,305,787
OTHER ASSETS, LESS LIABILITIES - 0.7%				4,917,208
NET ASSETS - 100%			$	728,222,995

FUTURES CONTRACTS: LONG POSITIONS OPEN AT DECEMBER 31, 2021
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE ¹	VALUE/UNREALIZED APPRECIATION/ (DEPRECIATION)
2,850	90 Day Euro Dollar	EUREX	December 2022	705,054,375	$(2,500,932)
2,850	90 Day Euro Dollar	EUREX	December 2024	700,316,250	135,318
TOTAL LONG POSITIONS					$(2,365,614)

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT DECEMBER 31, 2021
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE ¹	VALUE/UNREALIZED APPRECIATION/ (DEPRECIATION)
130	Cboe iBoxx iShares Corporate Bond Index	CBOE	February 2022	19,665,750	$(28,642)
132	Euro-BTP	EUREX	March 2022	22,092,957	498,757
37	Euro-BUXL (30 Year)	EUREX	March 2022	8,708,819	460,792
120	U.S. Treasury Notes (10 Year)	CBOT	March 2022	15,656,250	(158,096)
75	U.S. Ultra Treasury Bonds (10 Year)	CBOT	March 2022	10,982,812	(161,289)
2,850	90 Day Euro Dollar	EUREX	December 2025	700,102,500	(1,216,457)
TOTAL SHORT POSITIONS					$(604,935)

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2021

CBOE - Chicago Board Options Exchange

CBOT - Chicago Board of Trade

CLO - Collateralized Loan Obligation

ETF - Exchange-Traded Fund

EUR - Euro

EUREX - Eurex Exchange

EURIBOR - Euro Interbank Offered Rate

G.O. Bond - General Obligation Bond

IO - Interest only

LIBOR - London Interbank Offered Rate

MXN - Mexican Peso

NIBOR - Norwegian Interbank Offered Rate

No. - Number

NOK - Norwegian Krone

REMICS - Real Estate Mortgage Investment Conduits

SEK - Swedish Krona

STIB - Stockholm Interbank Offered Rate

UMBS - Uniform Mortgage-Backed Securities

*Non-income producing security.

¹Amount is stated in USD unless otherwise noted.

²Security has been valued using significant unobservable inputs.

³Floating rate security. Rate shown is the rate in effect as of December 31, 2021.

⁴Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at December 31, 2021 was $413,422,302, which represented 56.8% of the Series’ Net Assets.

⁵Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s

Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at December 31, 2021 was $46,604,477, or 6.4% of the Series’ Net Assets.

⁶Security is perpetual in nature and has no stated maturity date.

⁷Variable 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 December 31, 2021.

⁸Issuer filed for bankruptcy and/or is in default of interest payments.

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 December 31, 2021.

¹⁰Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of December 31, 2021.

¹¹Rate shown is the current yield as of December 31, 2021.

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

Unconstrained Bond Series

Statement of Assets and Liabilities

December 31, 2021

ASSETS:

Investments in securities, at value (identified cost $725,519,048) (Note 2)	$	723,305,787
Foreign currency, at value (identified cost $2,686,188)		2,742,560
Interest receivable		4,431,814
Deposits at broker for futures contracts		4,261,763
Receivable for fund shares sold		1,090,240
Dividends receivable		405
Prepaid expenses		17,138

TOTAL ASSETS		735,849,707

LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		47,990
Accrued sub-transfer agent fees (Note 3)		25,226
Accrued distribution and service (Rule 12b-1) fees (Class S) (Note 3)		3,778
Accrued Chief Compliance Officer service fees (Note 3)		1,531
Accrued management fees (Note 3)		238
Payable for securities purchased		7,030,321
Payable for fund shares repurchased		413,193
Futures variation margin payable		62,921
Other payables and accrued expenses		41,514

TOTAL LIABILITIES		7,626,712

TOTAL NET ASSETS	$	728,222,995

NET ASSETS CONSIST OF:

Capital stock	$	693,663
Additional paid-in-capital		730,723,457
Total distributable earnings (loss)		(3,194,125	)

TOTAL NET ASSETS	$	728,222,995

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($17,776,191/1,675,554 shares)	$	10.61

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($36,639,330/3,943,619 shares)	$	9.29

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($673,807,474/63,747,100 shares)	$	10.57

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

Unconstrained Bond Series

Statement of Operations

For the Year Ended December 31, 2021

INVESTMENT INCOME:

Interest	$	22,781,218
Dividend		1,321,234
Other Income		238,013

Total Investment Income		24,340,465

EXPENSES:

Management fees (Note 3)		2,115,194
Fund accounting and administration fees (Note 3)		141,929
Directors’ fees (Note 3)		83,879
Accrued sub-transfer agent fees (Note 3)		54,057
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)		49,145
Chief Compliance Officer service fees (Note 3)		6,123
Custodian fees		39,098
Miscellaneous		239,342

Total Expenses		2,728,767
Less reduction of expenses (Note 3)		(2,117,263	)

Net Expenses		611,504

NET INVESTMENT INCOME		23,728,961

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

Net realized gain (loss) on-
Investments		20,176,583
Futures contracts		1,558,559
Foreign currency and translation of other assets and liabilities		302,782

		22,037,924
Net change in unrealized appreciation (depreciation) on-
Investments		(20,721,098	)
Futures contracts		(3,214,126	)
Foreign currency and translation of other assets and liabilities		(89,947	)

		(24,025,171	)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(1,987,247	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	21,741,714

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

Unconstrained Bond Series

Statements of Changes in Net Assets

	FOR THE			FOR THE
	YEAR ENDED			YEAR ENDED
	12/31/21			12/31/20

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	23,728,961		$	23,743,828
Net realized gain (loss) on investments and foreign currency		22,037,924			6,384,392
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(24,025,171	)		13,756,649

Net increase (decrease) from operations		21,741,714			43,884,869

DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

Class S		(1,000,768	)		(530,098	)
Class I		(2,012,290	)		(645,381	)
Class W		(40,773,813	)		(21,495,898	)

Total distributions to shareholders		(43,786,871	)		(22,671,377	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		76,085,887			(248,841,791	)

Net increase (decrease) in net assets		54,040,730			(227,628,299	)

NET ASSETS:

Beginning of year		674,182,265			901,810,564

End of year	$	728,222,995		$	674,182,265

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

Unconstrained Bond Series

Financial Highlights - Class S

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$10.93‌

$10.44‌

$10.18‌

$10.42‌

$10.33‌

Income from investment operations:

Net investment income¹

0.30‌

0.29‌

0.28‌

0.26‌

0.22‌

Net realized and unrealized gain (loss) on investments

(0.02

)

0.48‌

0.23‌

(0.24

)

0.11‌

Total from investment operations

0.28‌

0.77‌

0.51‌

0.02‌

0.33‌

Less distributions to shareholders:

From net investment income

(0.30

)

(0.28

)

(0.25

)

(0.25

)

(0.23

)

From net realized gain on investments

(0.30

)

(0.00

)²

—‌

(0.01

)

(0.01

)

Total distributions to shareholders

(0.60

)

(0.28

)

(0.25

)

(0.26

)

(0.24

)

Net asset value - End of year

$10.61‌

$10.93‌

$10.44‌

$10.18‌

$10.42‌

Net assets - End of year (000’s omitted)

$17,776

$20,925

$22,884

$685,649

$770,824

Total return³

2.59%

7.54%‌

5.01%‌

0.20%‌

3.19%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.73%‌

0.75%‌

Net investment income

2.71%‌

2.74%‌

2.80%‌

2.56%‌

2.08%‌

Series portfolio turnover

69%‌

96%‌

75%‌

58%‌

62%‌

N/A‌

0.01%‌

0.00%⁴‌

¹Calculated based on average shares outstanding during the years.

²Less than $(0.01).

⁴Less than 0.01%.

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

Unconstrained Bond Series

Financial Highlights - Class I

FOR THE YEAR ENDED

12/31/21

12/31/20

12/31/19

12/31/18

12/31/17

Per share data (for a share outstanding throughout each year):

Net asset value - Beginning of year

$9.65‌

$9.26‌

$9.09‌

$9.34‌

$9.28‌

Income from investment operations:

Net investment income¹

0.29‌

0.28‌

0.26‌

0.22‌

Net realized and unrealized gain (loss) on investments

(0.02

)

0.42‌

0.20‌

(0.22

)

0.11‌

Total from investment operations

0.27‌

0.70‌

0.48‌

0.04‌

0.33‌

Less distributions to shareholders:

From net investment income

(0.33

)

(0.31

)

(0.31

)

(0.28

)

(0.26

)

From net realized gain on investments

(0.30

)

(0.00

)²

—‌

(0.01

)

(0.01

)

Total distributions to shareholders

(0.63

)

(0.31

)

(0.31

)

(0.29

)

(0.27

)

Net asset value - End of year

$9.29‌

$9.65‌

$9.26‌

$9.09‌

$9.34‌

Net assets - End of year (000’s omitted)

$36,639

$21,687

$19,039

$28,499

$66,543

Total return³

2.81%

7.74%‌

5.37%‌

0.40%‌

3.52%‌

Ratios (to average net assets)/Supplemental Data:

Expenses*

0.49%‌

0.48%‌

0.50%‌

Net investment income

2.97%‌

2.96%‌

3.01%‌

2.75%‌

2.33%‌

Series portfolio turnover

69%‌

96%‌

75%‌

58%‌

62%‌

N/A‌ N/A‌ 0.01%‌ 0.01%‌ 0.00%⁴‌

¹Calculated based on average shares outstanding during the years.

²Less than $(0.01).

⁴Less than 0.01%.

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

Unconstrained Bond Series

Financial Highlights - Class W

	FOR THE YEAR ENDED				FOR THE
					PERIOD
					3/1/19¹TO
	12/31/21		12/31/20		12/31/19

Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$10.90‌		$10.41‌		$10.34‌

Income from investment operations:
Net investment income²	0.37‌		0.36‌		0.30‌
Net realized and unrealized gain (loss) on investments	(0.03	)	0.49‌		0.12‌
Total from investment operations	0.34‌		0.85‌		0.42‌
Less distributions to shareholders:
From net investment income	(0.37	)	(0.36	)	(0.35	)
From net realized gain on investments	(0.30	)	(0.00	)³	—‌
Total distributions to shareholders	(0.67	)	(0.36	)	(0.35	)

Net asset value - End of period	$10.57‌		$10.90‌		$10.41‌
Net assets - End of period (000’s omitted)	$673,807		$631,570		$859,888
Total return⁴	3.19%		8.29%‌		4.10%	⁵

Ratios (to average net assets)/Supplemental Data:
Expenses*	0.05%‌		0.05%‌		0.05%	⁶
Net investment income	3.40%‌		3.40%‌		3.44%	⁶
Series portfolio turnover	69%‌		96%‌		75%‌

0.32%‌

0.31%

⁶

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $(0.01).

⁵Includes litigation proceeds. Excluding this amount, the Class’ total return is 4.00%.

⁶Annualized.

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

Unconstrained Bond Series

Notes to Financial Statements

Organization

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

The Series’ investment objective is to provide long-term total return, and its secondary objective is to provide preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue four classes of shares (Class S, I, W, 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 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 December 31, 2021, 6.3 billion shares have been designated in total among 15 series, of which 100 million have been designated as Unconstrained Bond Series Class I common stock and Unconstrained Bond Series Class Z common stock, 125 million have been designated as Unconstrained Bond Series Class S common stock and 150 million have been designated as Unconstrained Bond Series Class W common stock. Class Z common stock is not currently offered for sale.

Significant Accounting Policies

Security Valuation

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

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2021 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Energy	$	5,369,688	$	—	$	—	$	5,369,688
Preferred securities:
Health Care		2,943,738		2,943,738		—		—
Information Technology		7,167,711		7,167,711		—		—
Debt securities:
Loan Assignments		25,838,571		—		25,838,571		—
U.S. Treasury and other U.S. Government agencies		33,979,842		—		33,979,842		—
States and political subdivisions (municipals)		3,971,268		—		3,971,268		—
Corporate debt:
Communication Services		18,588,071		—		18,588,071		—
Consumer Discretionary		12,599,295		—		12,599,295		—
Consumer Staples		2,339,894		—		2,339,894		—
Energy		60,517,596		—		60,517,596		—
Financials		55,856,496		—		55,856,496		—
Industrials		58,603,273		—		58,603,273		—
Information Technology		3,668,702		—		3,668,702		—
Materials		23,944,712		—		23,944,712		—

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Security Valuation (continued)

DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Real Estate	$	36,559,901		$	—		$	36,559,901	$	—
Utilities		13,640,969			—			13,640,969		—
Asset-backed securities		249,173,487			—			249,173,487		—
Commercial mortgage-backed securities		59,214,492			—			59,214,492		—
Foreign government bonds		12,738,551			—			12,738,551		—
Mutual fund		17,417,400			17,417,400			—		—
Short-Term Investment		19,172,130			19,172,130			—		—
Other financial instruments:^*
Interest rate contracts		1,094,867			1,094,867			—		—
Total assets		724,400,654			47,795,846			671,235,120		5,369,688
Liabilities:
Other financial instruments:^*
Credit contracts		(28,642	)		(28,642	)		—		—
Interest rate contracts		(4,036,774	)		(4,036,774	)		—		—
Total liabilities		(4,065,416	)		(4,065,416	)		—		—
Total	$	720,335,238		$	43,730,430		$	671,235,120	$	5,369,688

^*Other financial instruments are futures (Level 1). Futures are valued at the unrealized appreciation (depreciation) on the instrument.

LIBOR Transition Risk

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Forward Foreign Currency Exchange Contracts

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

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

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

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The Series’ forward foreign currency exchange contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions). No such investments were held by the Series on December 31, 2021.

Futures

The Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the bond market or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Advisor to the Series may be attempting to sell some or all the Series’ holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, a Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions).

Option Contracts

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

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Option Contracts (continued)

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

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

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. No such investments were held by the Series on December 31, 2021.

The following table presents the present value of derivatives held at December 31, 2021 as reflected on the Statement of Assets and Liabilities, and the effect of derivative instruments on the Statement of Operations:

STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation¹	$	1,094,867
Derivative	Liabilities Location
Credit contracts	Net unrealized depreciation¹	$	(28,642)
Interest rate contracts	Net unrealized depreciation¹	$	(4,036,774)

STATEMENT OF OPERATIONS
		Realized Gain
		(Loss) on
Derivative	Location of Gain or (Loss) on Derivatives	Derivatives
Foreign currency exchange contracts	Net realized gain (loss) on investments²	$	(390,462)
Foreign currency exchange contracts	Net realized gain (loss) on futures contracts	$	375,057
Interest rate contracts	Net realized gain (loss) on futures contracts	$	1,183,502
		Unrealized
		Appreciation
	Location of Appreciation (Depreciation) on	(Depreciation)
Derivative	Derivatives	on Derivatives
	Net change in unrealized appreciation (depreciation)
Credit contracts	on futures contracts	$	(28,642)
	Net change in unrealized appreciation (depreciation)
Interest rate contracts	on futures contracts	$	(3,185,484)

¹Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolio, and is included within Net Assets as the components of capital are not required to be presented separately on the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

²Options purchased are included in net realized gain (loss) on investments.

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Option Contracts (continued)

The average month-end balances for the year ended December 31, 2021 were as follows:


Futures Contracts:
Average number of contracts purchased¹	2,622
Average number of contracts sold	1,843
Average notional value of contracts purchased¹	$591,327,453
Average notional value of contracts sold	$396,360,548
Options:
Average number of option contracts purchased¹	890
Average notional value of option contracts purchased¹	$1,122,878,646

¹Average notional calculations were performed utilizing the period held rather than 12 months.

Asset-Backed Securities

Mortgage-Backed Securities

Inflation-Indexed Bonds

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Inflation-Indexed Bonds (continued)

respect to a larger or smaller principal amount) will be increased or reduced, respectively. Any upward or downward adjustment in the principal amount of an inflation-indexed bond will be included as interest income in the Statement of Operations, even though investors do not receive their principal until maturity. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

Securities Purchased on a When-Issued Basis or Forward Commitment

Restricted Securities

Federal Taxes

Unconstrained Bond Series

Notes to Financial Statements (continued)

Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

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 0.30% of the Series’ average daily net assets.

Unconstrained Bond Series

Notes to Financial Statements (continued)

Transactions with Affiliates (continued)

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fee and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.50% of the average daily net assets of the Class S and Class I shares, 0.05% of the average daily net assets of the Class W shares, and 0.35% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

Pursuant to the advisory fee waiver, the Advisor waived $1,970,242 in management fees for Class W for the year ended December 31, 2021. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $147,021 for Class W shares for the year ended December 31, 2021. These amounts are included as a reduction of expenses on the Statement of Operations.

As of December 31, 2021, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

CLASS	EXPIRING DECEMBER 31,
	2022		2023		2024		TOTAL
Class W	$	84,567	$	147,864	$	147,021	$	379,452

For the year ended December 31, 2021, the Advisor did not recoup any expenses that have been previously waived or reimbursed.

Purchases and Sales of Securities

For the year ended December 31, 2021, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $510,295,210 and $417,332,629, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $42,754,859 and $40,112,613, respectively.

Unconstrained Bond Series

Notes to Financial Statements (continued)

Capital Stock Transactions

Transactions in Class S, Class I, and Class W shares of Unconstrained Bond Series were:

CLASS S	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		884,856		$	9,734,861			813,870		$	8,534,928
Reinvested		80,186			858,877			45,323			481,149
Repurchased		(1,203,389	)		(13,288,062	)		(1,136,891	)		(11,884,364	)
Total		(238,347	)	$	(2,694,324	)		(277,698	)	$	(2,868,287	)

CLASS I	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,537,446		$	43,948,757			844,626		$	7,997,823
Reinvested		161,691			1,513,399			43,160			405,892
Repurchased		(3,002,075	)		(29,035,743	)		(697,988	)		(6,374,607	)
Total		1,697,062		$	16,426,413			189,798		$	2,029,108

CLASS W	FOR THE YEAR ENDED 12/31/21						FOR THE YEAR ENDED 12/31/20
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,873,439		$	64,391,385			3,946,934		$	41,573,248
Reinvested		3,676,779			39,259,780			1,940,080			20,442,493
Repurchased		(3,770,657	)		(41,297,367	)		(30,558,394	)		(310,018,353	)
Total		5,779,561		$	62,353,798			(24,671,380	)	$	(248,002,612

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

Line of Credit

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. For the year ended December 31, 2021, the Series invested in futures contracts (credit and interest rate risk) and options purchased (foreign currency exchange risk).

Unconstrained Bond Series

Notes to Financial Statements (continued)

Financial Instruments and Loan Assignments (continued)

Foreign Securities

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 and tax 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 December 31, 2021, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $1,426,640 and decrease Total Distributable Earnings (Loss) by $1,426,640. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/21		FOR THE YEAR ENDED 12/31/20
Ordinary income	$	37,118,952	$	22,671,377
Long-term capital gains	$	6,667,919		—

At December 31, 2021, 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	$	722,314,055
Unrealized appreciation		14,650,534
Unrealized depreciation		(16,629,351	)

Net unrealized depreciation	$	(1,978,817	)
Post October long-term deferred losses	$	1,310,055

10.

Market Event

Unconstrained Bond Series

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of Unconstrained Bond Series (one of the series constituting Manning & Napier Fund, Inc., referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, 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 December 31, 2021, 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 December 31, 2021 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

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 December 31, 2021 by correspondence with the custodian, brokers, agent banks and issuers of privately offered securities; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

New York, New York

February 18, 2022

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

Unconstrained Bond 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.

The Series designates $7,857,318 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2021.

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Interested Director and Officer

Name:	Paul Battaglia*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	43
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman and Director
Term of Office¹ & Length of Time Served:	Indefinite – Chairman and Director since November 2018
Principal Occupation(s) During Past 5 Years:	Chief Financial Officer since 2018; 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 subsidiaries and
	affiliates: Chief Financial Officer
Number of Portfolios Overseen within Fund Complex:	15
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:	81
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 and Director since 1997; Chief Executive Officer (1997-2019) -
	Ashley Companies (property management and investment)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Ashley Companies since 1997

Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance &
	Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating
	Committee Member since 2007; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Managing Member since 1991 - PMSV Holdings LLC (investments);
	Managing Member (2010-2016) - VenBio (investments).
Numer of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-2020); PureEarth (non-profit) since 2012; Cerus
	(biomedical) since 2016; Caelum BioSciences (biomedical) since 2018;
	Cheyne Capital International (investment)(2000-2017);

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	John Glazer
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating
	Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Chief Executive Officer since 2020 – Oikos Holdings LLC (Single-Family
	Office); Head of Corporate Development (2019-2020) – Caelum Biosciences
	(pharmaceutical development); Head of Private Investments (2015-2018) –
	AC Limited (Single-Family Office)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Margaret McLaughlin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating
	Committee Member since February 2021
Principal Occupation(s) During Past 5 Years:	Consultant since 2020 – Bates Group (consultants); Consultant (2019-
	2020) – Madison Dearborn Partners (private equity); General Counsel/CCO
	(2011-2019) – Kramer Van Kirk Credit Strategies L.P./Mariana Systems LLC
	(Investment Adviser/SaaS Technology)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	N/A

Name:	Russell O. Vernon
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	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 April 2020; Governance & Nominating Committee
	Chairman since November 2020
Principal Occupation(s) During Past 5 Years:	Founder and General Partner (2009-2019) – BVM Capital Management
	(economic development)
Number of Portfolios Overseen within Fund Complex:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Board Member, Vice Chairman and President since 2010 – Newburgh
	Armory Unity Center (military); Board Member and Executive Director since
	2020 – National Purple Heart Honor Mission, Inc. (military); Board Member,
	Vice Chairman (2015-2020) – National Purple Heart Hall of Honor, Inc.
	(military)

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	71
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:	15
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (University) since 2005; Hudson Valley
	Center for Innovation, Inc. (New Business and Economic Development)
	since 2019; Town of Greenburgh, NY Planning Board (Municipal
	Government) (2015-2019);

Officers:

Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office¹ & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Administration since 2021; Fund Regulatory Administration
	Manager (2018-2021); Fund Administration Manager (2015-2018); Mutual
	Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors,
	LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund,
	Inc.; Corporate Secretary, Director since 2019– Manning & Napier Investor
	Services, Inc.

Name:	Samantha Larew
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	41
Current Position(s) Held with Fund:	Chief Compliance Officer and Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:	Chief Compliance Officer since 2019; Anti-Money Laundering Compliance
	Officer since 2018
Principal Occupation(s) During Past 5 Years:	Co-Director of Compliance since 2018; Compliance Communications
	Supervisor (2014-2018); Compliance Supervisor (2013-2014); Broker-
	Dealer Compliance Supervisor (2011-2013); Broker-Dealer Compliance
	Analyst (2010-2011) - Manning & Napier Advisors, LLC& Affiliates; Broker-
	Dealer Chief Compliance Officer since 2013; Broker-Dealer Assistant
	Corporate Secretary since 2011 – Manning & Napier Investor Services, Inc.;
	Compliance Analyst (2007-2009) – Wall Street Financial Group; Compliance
	Specialist (2003-2007) – Manning & Napier Advisors, LLC & Affiliates

Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	34
Current Position(s) Held with Fund:	Vice President
Term of Office¹ & Length of Time Served:	Vice President since 2019; Assistant Vice President (2017-2019)
Principal Occupation(s) During Past 5 Years:	Managing Director, Client Service and Business Operations since 2021;
	Managing Director of Operations (2019-2021); Director of Funds Group
	(2017-2019); Fund Product and Strategy Manager (2014-2017); Senior
	Product and Strategy Analyst (2013-2014); Product and Strategy Analyst
	(2011-2013) - Manning & Napier Advisors, LLC; President, Director since
	2018 – Manning & Napier Investor Services, Inc.; President, Exeter Trust
	Company since 2021;

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Troy Statczar
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Principal Financial Officer, Treasurer
Term of Office¹ & Length of Time Served:	Principal Financial Officer and Treasurer since 2020
Principal Occupation(s) During Past 5 Years:	Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial
	Group; Director of Fund Administration (2017-2019) - Thornburg Investment
	Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson
	Global Investors N.A., Inc.

Name:	Sarah Turner
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	39
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/
	Senior Counsel (2010-2017) – Manning & Napier Advisors, LLC and
	affiliates
	Holds one or more of the following titles for various affiliates: General
	Counsel

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Unconstrained Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCPB-12/21-AR

(b)	Not applicable.

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, John M. Glazer, Margaret McLaughlin, Russell O. Vernon 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

Registrant may incorporate the following information by reference, if this information has been disclosed in the registrant’s definitive proxy statement or definitive information statement. The proxy statement or information statement must be filed no later than 120 days after the end of the fiscal year covered by the Annual Report.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. Core Bond Series, Credit Series, Diversified Tax Exempt Series, High Yield Bond Series, New York Tax Exempt Series, Real Estate Series and Unconstrained Bond Series (collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended December 31, 2021 and 2020 were:

	2021		2020

Audit Fees (a)	$	320,488	$	282,088

Audit Related Fees (b)	$	0	$	0

Tax Fees (c)	$	104,453	$	109,881

All Other Fees (d)	$	0	$	0

	$	424,941	$	391,970

(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 tax services provided by PWC relate to professional services rendered for tax compliance, tax advice, tax planning and shareholder reporting.

(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 December 31, 2021 and 2020.

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 provides ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.

	2021		2020

Audit Related Fees	$	0	$	115,000

Tax Fees	$	0	$	0

	$	0	$	115,000

The Audit Related fees for the year ended December 31, 2020 were for work related to a fund liquidation and merger. There were no such fees for the year ended December 31, 2021.

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 December 31, 2021 and 2020.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2021 and 2020 were $104,453 and $109,881, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $0 and $115,000, 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 period covered by this report there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12:

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.

(a)(2)(1)

Not applicable.

(a)(2)(2)

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: 2/24/2022

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.

Manning & Napier Fund, Inc.

/s/ Paul J. Battaglia

Paul J. Battaglia

President & Principal Executive Officer of Manning & Napier Fund, Inc.

Date: 2/24/2022

/s/ Troy M. Statczar

Troy M. Statczar

Treasurer & Principal Financial Officer of Manning & Napier Fund, Inc.

Date: 2/24/2022