Form N-CSRS

N-CSRS 1 dncsrs.htm FORM N-CSRS Form N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)


290 Woodcliff Drive, Fairport, NY		14450
(Address of principal executive offices)		(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2008

Date of reporting period: November 1, 2007 through April 30, 2008

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. Section 3507.

ITEM 1:

REPORTS TO STOCKHOLDERS

Manning & Napier Fund, Inc.


TAX MANAGED SERIES		\|		Semi-Annual Report - April 30, 2008

LOGO

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value 11/1/07		Ending Account Value 4/30/08		Expenses Paid During Period* 11/1/07-4/30/08
Actual	$	1,000.00	$	914.70	$	5.71
Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.90	$	6.02

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


		1

Portfolio Composition as of April 30, 2008 (unaudited)

Sector Allocation¹

LOGO

¹As a percentage of net assets.


2

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS - 95.6%

Consumer Discretionary - 17.0%
Hotels, Restaurants & Leisure - 3.3%
Carnival Corp.	7,550	$	303,284
International Game Technology	14,760		512,762

			816,046

Household Durables - 2.9%
D.R. Horton, Inc.	8,530		132,130
Fortune Brands, Inc.	3,820		258,308
Lennar Corp. - Class A	5,370		98,915
Pulte Homes, Inc.	10,680		139,267
Toll Brothers, Inc.*	4,360		98,710

			727,330

Media - 6.1%
Charter Communications, Inc. - Class A*	96,410		103,159
Comcast Corp. - Class A*	26,520		544,986
The E.W. Scripps Co. - Class A	8,380		376,346
Time Warner, Inc.	31,740		471,339

			1,495,830

Specialty Retail - 4.7%
The Home Depot, Inc.	15,080		434,304
Limited Brands, Inc.	15,780		292,246
Lowe’s Companies, Inc.	17,560		442,336

			1,168,886

Total Consumer Discretionary			4,208,092

Consumer Staples - 10.2%
Beverages - 1.9%
The Coca-Cola Co.	8,075		475,375

Food Products - 6.8%
Dean Foods Co.	10,460		243,090
Kellogg Co.	5,240		268,131
Nestle S.A. (Switzerland) (Note 7)	1,260		604,518
Unilever plc - ADR (United Kingdom) (Note 7)	16,790		563,976

			1,679,715

Personal Products - 1.5%
The Estee Lauder Companies, Inc. - Class A	8,060		367,617

Total Consumer Staples			2,522,707

Energy - 3.0%
Energy Equipment & Services - 3.0%
Baker Hughes, Inc.	1,845		149,224


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Energy (continued)
Energy Equipment & Services (continued)
National-Oilwell Varco, Inc.*	2,752	$	188,374
Weatherford International Ltd.*	4,840		390,443

Total Energy			728,041

Financials - 6.4%
Capital Markets - 1.3%
SEI Investments Co.	14,170		329,736

Commercial Banks - 4.1%
PNC Financial Services Group, Inc.	4,900		339,815
U.S. Bancorp	9,660		327,377
Wachovia Corp.	11,690		340,763

			1,007,955

Diversified Financial Services - 1.0%
Bank of America Corp.	6,760		253,770

Total Financials			1,591,461

Health Care - 21.1%
Biotechnology - 2.3%
Amgen, Inc.*	8,370		350,452
Genzyme Corp.*	3,150		221,603

			572,055

Health Care Equipment & Supplies - 5.5%
Boston Scientific Corp.*	23,260		310,056
The Cooper Companies, Inc.	8,360		292,600
Medtronic, Inc.	15,360		747,725

			1,350,381

Health Care Providers & Services - 1.4%
Quest Diagnostics, Inc.	6,880		345,238

Health Care Technology - 2.4%
Cerner Corp.*	7,180		332,219
Eclipsys Corp.*	12,460		258,794

			591,013

Life Sciences Tools & Services - 4.8%
Invitrogen Corp.*	3,100		290,067
Lonza Group AG (Switzerland) (Note 7)	2,650		362,236
Millipore Corp.*	3,840		269,184
PerkinElmer, Inc.	10,540		279,942

			1,201,429


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

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals - 4.7%
Johnson & Johnson	7,750	$	519,948
Novartis AG - ADR (Switzerland) (Note 7)	12,730		640,701

			1,160,649

Total Health Care			5,220,765

Industrials - 8.3%
Air Freight & Logistics - 4.2%
FedEx Corp.	3,750		359,513
United Parcel Service, Inc. - Class B	9,330		675,585

			1,035,098

Airlines - 2.7%
JetBlue Airways Corp.*	26,630		134,215
Southwest Airlines Co.	41,095		544,098

			678,313

Industrial Conglomerates - 1.4%
3M Co.	4,340		333,746

Total Industrials			2,047,157

Information Technology - 26.1%
Communications Equipment - 5.8%
Cisco Systems, Inc.*	42,150		1,080,726
Juniper Networks, Inc.*	12,915		356,712

			1,437,438

Computers & Peripherals - 1.5%
EMC Corp.*	24,515		377,531

Electronic Equipment & Instruments - 0.7%
LG. Philips LCD Co. Ltd. - ADR* (South Korea) (Note 7)	7,900		171,983

Internet Software & Services - 3.0%
Google, Inc. - Class A*	1,280		735,091

IT Services - 5.5%
Automatic Data Processing, Inc.	16,810		743,002
Western Union Co.	26,690		613,870

			1,356,872

Software - 9.6%
Autodesk, Inc.*	7,840		297,920
Electronic Arts, Inc.*	8,080		415,878
Microsoft Corp.	23,800		678,776
Salesforce.com, Inc.*	5,870		391,705


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

Investment Portfolio - April 30, 2008 (unaudited)


	Shares/ Principal Amount		Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Software (continued)
SAP AG - ADR (Germany) (Note 7)		6,770	$	340,057
TIBCO Software, Inc.*		31,380		240,685

				2,365,021

Total Information Technology				6,443,936

Materials - 3.5%
Paper & Forest Products - 3.5%
Louisiana-Pacific Corp.		33,860		389,729
Weyerhaeuser Co.		7,340		468,879

Total Materials				858,608

TOTAL COMMON STOCKS (Identified Cost $21,959,707)				23,620,767


SHORT-TERM INVESTMENTS - 8.1%
Dreyfus Treasury Cash Management - Institutional Shares		907,230		907,230
Federal Home Loan Bank Discount Note, 5/12/2008	$	1,100,000		1,099,281

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $2,006,571)				2,006,511

TOTAL INVESTMENTS - 103.7% (Identified Cost $23,966,278)				25,627,278

LIABILITIES, LESS OTHER ASSETS - (3.7%)				(920,385	)

NET ASSETS - 100%			$	24,706,893

*Non-income producing security

ADR - American Depository Receipt


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

Statement of Assets and Liabilities (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $23,966,278) (Note 2)	$	25,627,278
Foreign currency, at value (cost $5)		5
Receivable for securities sold		117,806
Dividends receivable		11,816
Prepaid registration and filing fees		7,127
Foreign tax reclaims receivable		7,707

TOTAL ASSETS		25,771,739

LIABILITIES:

Accrued management fees (Note 3)		16,156
Accrued fund accounting and transfer agent fees (Note 3)		1,103
Accrued directors’ fees (Note 3)		903
Accrued Chief Compliance Officer service fees (Note 3)		882
Payable for securities purchased		1,025,573
Audit fees payable		18,162
Other payables and accrued expenses		2,067

TOTAL LIABILITIES		1,064,846

TOTAL NET ASSETS	$	24,706,893

NET ASSETS CONSIST OF:

Capital stock	$	9,820
Additional paid-in-capital		24,060,745
Undistributed net investment income		46,551
Accumulated net realized loss on investments, foreign currency and other assets and liabilities		(1,071,452	)
Net unrealized appreciation on investments, foreign currency and other assets and liabilities		1,661,229

TOTAL NET ASSETS	$	24,706,893

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($24,706,893/982,039 shares)	$	25.16


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $4,243)	$	205,357
Interest		7,905

Total Investment Income		213,262

EXPENSES:

Management fees (Note 3)		118,638
Fund accounting and transfer agent fees (Note 3)		8,827
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Audit fees		14,744
Custodian fees		2,188
Miscellaneous		7,286

Total Expenses		160,286
Less reduction of expenses (Note 3)		(18,087	)

Net Expenses		142,199

NET INVESTMENT INCOME		71,063

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized loss on -
Investments		(950,046	)
Foreign currency and other assets and liabilities		(75	)

		(950,121	)


Net change in unrealized appreciation on -
Investments		(1,346,245	)
Foreign currency and other assets and liabilities		30

		(1,346,215	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(2,296,336	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,225,273	)


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	71,063		$	63,688
Net realized gain (loss) on investments and foreign currency		(950,121	)		608,052
Net change in unrealized appreciation on investments and foreign currency		(1,346,215	)		1,436,705

Net increase (decrease) from operations		(2,225,273	)		2,108,445

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(85,055	)		(38,908	)
From net realized loss on investments		(721,318	)		(554,278	)

Total distributions to shareholders		(806,373	)		(593,186	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		2,043,269			16,595,390

Net increase (decrease) in net assets		(988,377	)		18,110,649

NET ASSETS:

Beginning of period		25,695,270			7,584,621

End of period (including undistributed net investment income of $46,551 and $60,543, respectively)	$	24,706,893		$	25,695,270


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

Financial Highlights


	For the Six Months Ended 4/30/08 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/08 (unaudited)	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$28.44	$27.01	$25.60	$23.51	$20.15	$17.59

Income from investment operations:
Net investment income	0.07	0.08	0.13	0.06	0.03	0.05
Net realized and unrealized gain (loss) on investments	(2.47)	3.44	4.41	3.36	3.38	2.62

Total from investment operations	(2.40)	3.52	4.54	3.42	3.41	2.67


Less distributions to shareholders:
From net investment income	(0.09)	(0.14)	(0.06)	(0.02)	(0.05)	(0.11)
From net realized gain on investments	(0.79)	(1.95)	(3.07)	(1.31)	—	—

Total distributions to shareholders	(0.88)	(2.09)	(3.13)	(1.33)	(0.05)	(0.11)

Net asset value - End of period	$25.16	$28.44	$27.01	$25.60	$23.51	$20.15

Net assets - End of period (000’s omitted)	$24,707	$25,695	$7,585	$6,886	$6,205	$4,875

Total return¹	(8.53%)	13.65%	20.01%	14.96%	16.96%	15.27%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.20%²	1.20%	1.20%	1.20%	1.20%	1.20%
Net investment income	0.60%²	0.38%	0.54%	0.23%	0.10%	0.26%
Portfolio turnover	39%	65%	61%	68%	64%	34%

*The investment advisor did not impose all or a portion of its management fee and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would
have been increased by the following amount:	0.15%²	0.25%	0.78%	0.82%	0.83%	2.53%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the period.

²Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

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

The Fund’s Advisor is Manning & Napier Advisor’s, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2008, 3.3 billion shares have been designated in total among 27 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

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

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

Security Transactions, Investment Income and Expenses

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


		11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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

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

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the 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 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.

On April 30, 2008, the Series adopted Financial Accounting Standards Board Interpretation No. 48 - Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has determined that FIN 48 did not have a material impact on the Series’ financial statements. The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2004 through October 31, 2007.

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

Distributions of Income and Gains

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


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Indemnifications

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

Other

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

3.	TRANSACTIONS WITH AFFILIATES

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

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

The Advisor has contractually agreed, until at least February 28, 2009, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct fund operating expenses for the Class A Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $18,087 for the six months ended April 30, 2008, which is reflected as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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


		13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accounting services and sub-transfer agent.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2008, purchases and sales of securities, other than United States Government securities and short-term securities, were $10,564,055 and $8,958,540, respectively. There were no purchases or sales of United States Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Tax Managed Series were:


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07

	Shares		Amount			Shares		Amount
Sold	108,002		$	2,739,466		658,728		$	17,609,407
Reinvested	28,353			735,759		22,122			582,684
Repurchased	(57,716	)		(1,431,956	)	(58,254	)		(1,596,701	)

Total	78,639		$	2,043,269		622,596		$	16,595,390

At April 30, 2008 one shareholder owned 612,449 shares of the Series (62.4% of shares outstanding) valued at $15,409,217. Investment activities of this shareholder may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on April 30, 2008.

7.	FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States 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 United States Government.

8.	FEDERAL INCOME TAX INFORMATION


14

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)

available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2007 were as follows:


Ordinary income	$	38,908
Long-term capital gains		554,278

At April 30, 2008, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:


Cost for federal income tax purposes	$	23,997,740
Unrealized appreciation	$	2,109,632
Unrealized depreciation		(480,094	)

Net unrealized appreciation	$	1,629,538

9.	RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”) was issued, and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value measurements. The standard does not expand the use of fair value in any new circumstances, but provides clarification on acceptable fair value methods and applications. At this time, management is evaluating the implications of FAS 157, but it is not expected to materially impact the Series’ financial statements.


		15

Renewal of Investment Advisory Agreement (unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 12, 2007, the Board considered the continuation of the then-current investment advisory agreement (the “Current Investment Advisory Agreement”) between the Fund and Manning & Napier Advisors, Inc. (“the Advisor”), which was to be superseded by the New Investment Advisory Agreement upon its approval by the Fund’s shareholders. The continuation of the Current Investment Advisory Agreement was necessary as a result of the delay in obtaining the number of votes necessary to convene the shareholder meeting and approve the New Investment Advisory Agreement with respect to all investment portfolios of the Fund (the “Series”). For a discussion on the approval of the new Investment Advisory Agreement, see the Series’ annual report as of October 31, 2007.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2007 Annual Review of the Current Investment Advisory Agreement and the conclusions made by the Directors when determining to continue the Current Investment Advisory Agreement.

•

The Board considered the services provided by the Advisor under the Current Investment Advisory Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Current Investment Advisory Agreement in light of the Advisor’s services provided to the Fund for 21 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Current Investment Advisory Agreement in a reasonable manner.

•

The Board considered the investment performance of the various Series of the Fund. The investment performance for each Series was reviewed on a cumulative basis since inception and on a one year basis. In addition, annualized performance for the following time periods was considered: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided for each time period. The Board noted that all the Series were competitive against their respective benchmark indices over all time periods noted above through September 30, 2007. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Fund’s actual performance and comparative performance, especially performance over the current market cycle.

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Current Investment


16

Renewal of Investment Advisory Agreement (unaudited)

Advisory Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Current Investment Advisory Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Current Investment Advisory Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 4 of the 18 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Current Investment Advisory Agreement was reasonable.

•

The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the High Yield Bond Series and Global Fixed Income Series, are currently below the median and mean for similar funds as listed on Morningstar. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

•

The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research products provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

•

In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, and reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

•

The Board did not consider economies of scale at this time because of the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Current Investment Advisory Agreement, and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Current Investment Advisory Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Current Investment Advisory Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.


		17

Proxy Voting Results (unaudited)

A special meeting of the shareholders of Manning & Napier Fund, Inc. was held on November 12, 2007. The number of votes necessary to conduct the meeting and approve each proposal was obtained, and the results of the votes of shareholders on proposals before them are listed below:

PROPOSAL 1:

Election of Directors.


	Number of Shares voted for	Number of Shares withheld
B. Reuben Auspitz	215,932,354.541	15,898,685.154
Stephen B. Ashley	215,960,751.214	15,870,288.481
Peter L. Faber	217,504,725.208	14,326,314.487
Harris H. Rusitzky	215,924,013.609	15,907,026.086

PROPOSAL 2:

To approve the investment advisory agreement between Manning & Napier Advisors, Inc. and Manning & Napier Fund, Inc.


		Number of shares voted
For		678,480.958
Against		85.493
Abstain (includes broker non-votes)		28,613.000

PROPOSAL 3:

Eliminating, amending, or reclassifying certain fundamental investment policies or restrictions.

Proposal 3.A.i. To approve changes to the fundamental policy regarding borrowing money.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.A.ii. To approve changes to the fundamental policy regarding percentage of assets invested in any one industry.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000


18

Proxy Voting Results (unaudited)

Proposal 3.A.iii. To approve changes to the fundamental policy regarding loans.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.A.iv. To approve changes to the fundamental policy regarding issuance of senior securities or pledging its assets.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.A.v. To approve changes to the fundamental policy regarding buying or selling of commodities or commodity contracts.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.A.vi. To approve changes to the fundamental policy regarding underwriting of securities.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.A.vii. To approve changes to the fundamental policy regarding diversification.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.i. To approve changes to the policy/restriction regarding investment of its total net assets in securities of issuers that are restricted from being sold to the public without registration.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000


		19

Proxy Voting Results (unaudited)

Proposal 3.B.ii. To approve changes to the policy/restriction regarding the purchase of securities on margin.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.iii. To approve changes to the policy/restriction regarding acquiring securities of other investment companies.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.iv. To approve changes to the policy/restriction regarding warrants.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.v. To approve changes to the policy/restriction regarding options on securities and with respect to stock index and currency futures and related options.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.vi. To approve changes to the policy/restriction regarding hedging and derivative transactions.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.B.vii. To approve changes to the policy/restriction regarding the purchase of foreign securities.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000


20

Proxy Voting Results (unaudited)

Proposal 3.C.i. To approve changes to the policy/restriction regarding investment for the purpose of exercising control over management.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.C.iii. To approve changes to the policy/restriction regarding short sales or short positions.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.C.iv. To approve changes to the policy/restriction regarding participation in a joint or joint and several basis in trading account in securities.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000

Proposal 3.C.v. To approve changes to the policy/restriction regarding investment in oil, gas or other mineral exploration or development programs.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.C.vi. To approve changes to the policy/restriction regarding officers and directors of the Fund.


		Number of shares voted
For		677,725.242
Against		841.209
Abstain (includes broker non-votes)		28,613.000

Proposal 3.C.vii. To approve changes to the policy/restriction regarding investing in any company with less than three years continuous operation.


		Number of shares voted
For		678,053.017
Against		513.434
Abstain (includes broker non-votes)		28,613.000


		21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


22

Manning & Napier Fund, Inc.


OVERSEAS SERIES		\|		Semi-Annual Report - April 30, 2008

LOGO

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 (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/07		Ending Account Value 4/30/08		Expenses Paid During Period* 11/1/07 - 4/30/08
Actual	$	1,000.00	$	936.80	$	3.90
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.84	$	4.07

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.81%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.


		1

Portfolio Composition as of April 30, 2008 (unaudited)

Country Allocation¹

LOGO

¹As a percentage of net assets.

²Miscellaneous

Hong Kong 1.0%

Israel 0.3%

South Korea 1.6%

Thailand 0.9%

Sector Allocation³

LOGO

³As a percentage of net assets.


2

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS - 90.9%

Consumer Discretionary - 8.6%
Hotels, Restaurants & Leisure - 2.2%
Club Mediterranee S.A.* (France)	104,168	$	5,464,636

Leisure Equipment & Products - 0.5%
Sankyo Co. Ltd. (Japan)	22,100		1,328,508

Media - 3.5%
Grupo Televisa S.A. - ADR (Mexico)	204,630		5,050,268
Societe Television Francaise 1 (France)	168,020		3,572,940

			8,623,208

Specialty Retail - 1.4%
Kingfisher plc (United Kingdom)	1,297,470		3,425,595

Textiles, Apparel & Luxury Goods - 1.0%
Adidas AG (Germany)	39,200		2,509,941

Total Consumer Discretionary			21,351,888

Consumer Staples - 13.3%
Food & Staples Retailing - 1.4%
Carrefour S.A. (France)	47,775		3,373,766

Food Products - 7.0%
Cadbury Schweppes plc (United Kingdom)	425,370		4,930,331
Nestle S.A. (Switzerland)	10,195		4,891,317
Unilever plc - ADR (United Kingdom)	226,090		7,594,363

			17,416,011

Personal Products - 4.9%
Clarins S.A. (France)	67,380		4,460,510
L’Oreal S.A. (France)	41,950		4,991,506
Natura Cosmeticos S.A. (Brazil)	226,950		2,622,278

			12,074,294

Total Consumer Staples			32,864,071

Energy - 8.3%
Energy Equipment & Services - 8.3%
Calfrac Well Services Ltd. (Canada)	417,850		10,130,829
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France)	19,450		4,914,656
Trican Well Service Ltd. (Canada)	249,830		5,630,356

Total Energy			20,675,841

Financials - 13.7%
Capital Markets - 1.6%
Macquarie Group Ltd. (Australia)	67,400		4,032,136


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Commercial Banks - 6.6%
Aareal Bank AG (Germany)	61,350	$	2,301,738
HSBC Holdings plc (United Kingdom)	317,170		5,545,856
Royal Bank of Scotland Group plc (United Kingdom)	803,935		5,514,177
Societe Generale (France)	21,020		2,466,648
Societe Generale - New Shares (France)	3,982		461,310

			16,289,729

Diversified Financial Services - 2.3%
Financiere Marc de Lacharriere S.A. (Fimalac) (France)	94,550		5,707,041

Insurance - 3.2%
Allianz SE (Germany)	26,940		5,494,079
Willis Group Holdings Ltd. (United Kingdom)	67,300		2,338,675

			7,832,754

Total Financials			33,861,660

Health Care - 16.2%
Health Care Equipment & Supplies - 4.0%
Covidien Ltd. (Bermuda)	54,568		2,547,780
Nobel Biocare Holding AG (Switzerland)	48,850		1,769,333
Straumann Holding AG (Switzerland)	8,580		2,298,436
Synthes, Inc. (Switzerland)	23,240		3,203,661

			9,819,210

Health Care Providers & Services - 5.1%
BML, Inc. (Japan)	77,100		1,311,820
Bumrungrad Hospital Public Co. Ltd. (Thailand)	2,062,000		2,098,107
Diagnosticos da America S.A. (Brazil)	130,020		2,957,667
Sonic Healthcare Ltd. (Australia)	430,800		6,197,187

			12,564,781

Life Sciences Tools & Services - 3.0%
Lonza Group AG (Switzerland)	37,670		5,149,215
QIAGEN N.V.* (Netherlands)	106,050		2,355,370

			7,504,585

Pharmaceuticals - 4.1%
Novartis AG - ADR (Switzerland)	151,660		7,633,048
Santen Pharmaceutical Co. Ltd. (Japan)	104,400		2,580,629

			10,213,677

Total Health Care			40,102,253


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

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials - 12.4%
Aerospace & Defense - 3.1%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)	182,495	$	7,606,392

Air Freight & Logistics - 3.6%
Deutsche Post AG (Germany)	69,605		2,178,926
TNT N.V. (Netherlands)	172,585		6,722,971

			8,901,897

Electrical Equipment - 1.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)	92,155		2,826,394

Industrial Conglomerates - 3.3%
Siemens AG (Germany)	43,510		5,159,463
Tyco International Ltd. (Bermuda)	63,640		2,977,716

			8,137,179

Machinery - 1.3%
Schindler Holding AG (Switzerland)	39,770		3,238,343

Total Industrials			30,710,205

Information Technology - 12.3%
Communications Equipment - 2.1%
Alcatel-Lucent - ADR (France)	781,000		5,209,270

IT Services - 1.0%
Atos Origin S.A.* (France)	42,810		2,634,143

Software - 9.2%
Aladdin Knowledge Systems Ltd.* (Israel)	55,220		803,451
Amdocs Ltd.* (Guernsey)	217,870		6,836,761
Misys plc (United Kingdom)	703,545		2,192,502
SAP AG - ADR (Germany)	92,950		4,668,879
Square Enix Co. Ltd. (Japan)	81,300		2,650,832
UbiSoft Entertainment S.A.* (France)	55,350		5,582,616

			22,735,041

Total Information Technology			30,578,454


Materials - 3.5%
Chemicals - 1.7%
NITTO DENKO Corp. (Japan)	101,900		4,224,190

Paper & Forest Products - 1.8%
Norbord, Inc. (Canada)	805,090		4,414,081

Total Materials			8,638,271


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

Investment Portfolio - April 30, 2008 (unaudited)


	Shares/ Principal Amount		Value (Note 2)


COMMON STOCKS (continued)

Telecommunication Services - 2.6%
Wireless Telecommunication Services - 2.6%
Hutchison Telecommunications International Ltd. (Hong Kong)		1,677,000	$	2,358,547
SK Telecom Co. Ltd. - ADR (South Korea)		176,620		3,986,313

Total Telecommunication Services				6,344,860

TOTAL COMMON STOCKS (Identified Cost $224,518,182)				225,127,503


SHORT-TERM INVESTMENTS - 8.8%
Dreyfus Treasury Cash Management - Institutional Shares		8,794,559		8,794,559
Fannie Mae Discount Note, 5/12/2008	$	9,000,000		8,993,508
Federal Home Loan Bank Discount Note, 5/12/2008		4,000,000		3,997,157

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $21,786,370)				21,785,224

TOTAL INVESTMENTS - 99.7% (Identified Cost $246,304,552)				246,912,727

OTHER ASSETS, LESS LIABILITIES - 0.3%				649,305

NET ASSETS - 100%			$	247,562,032

FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT APRIL 30, 2008 (Note 2):


*Settlement Date*	Contracts to Deliver	In Exchange For		Contracts At Value		Unrealized Appreciation/ Depreciation
7/15/2008	EUR13,932,943	$	21,950,655	$	21,675,225	$	275,430
7/15/2008	GBP6,123,321	$	11,945,068	$	12,106,721	$	(161,653	)

*Non-income producing security

ADR - American Depository Receipt

EUR - European Monetary Unit

GBP - British Pound

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

France - 19.7%; United Kingdom - 12.7%; Switzerland - 12.5%.


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

Statement of Assets & Liabilities (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $246,304,552) (Note 2)	$	246,912,727
Foreign currency, at value (cost $1,484)		1,484
Dividends receivable		838,671
Unrealized appreciation on open forward foreign currency contracts (Note 2)		275,430
Foreign tax reclaims receivable		114,155
Prepaid registration and filing fees		24,264
Prepaid expenses		567

TOTAL ASSETS		248,167,298

LIABILITIES:

Accrued management fees (Note 3)		140,466
Accrued fund accounting and transfer agent fees (Note 3)		11,748
Accrued director’s fees (Note 3)		883
Accrued Chief Compliance Officer service fees (Note 3)		882
Due to custodian		266,275
Unrealized depreciation on open forward foreign currency contracts (Note 2)		161,653
Audit fees payable		21,429
Payable for fund shares repurchased		1,930

TOTAL LIABILITIES		605,266

TOTAL NET ASSETS	$	247,562,032

NET ASSETS CONSIST OF:

Capital stock	$	86,818
Additional paid-in-capital		233,829,148
Undistributed net investment income		2,078,999
Accumulated net realized gain on investments, foreign currency, forward foreign currency contracts and other assets and liabilities		10,844,380
Net unrealized appreciation on investments, foreign currency, forward foreign currency contracts and other assets and liabilities		722,687

TOTAL NET ASSETS	$	247,562,032

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($247,562,032/8,681,827 shares)	$	28.51


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $265,877)	$	2,788,070
Interest		199,847

Total Investment Income		2,987,917

EXPENSES:

Management fees (Note 3)		785,404
Fund accounting and transfer agent fees (Note 3)		66,209
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		17,021
Miscellaneous		31,437

Total Expenses		908,674

NET INVESTMENT INCOME		2,079,243

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on -
Investments		11,418,170
Foreign currency, forward foreign currency exchange contracts and other assets and liabilities		(525,393	)

		10,892,777


Net change in unrealized appreciation on -
Investments		(25,690,610	)
Foreign currency, forward foreign currency exchange contracts and other assets and liabilities		109,593

		(25,581,017	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(14,688,240	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(12,608,997	)


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,079,243		$	2,066,404
Net realized gain on investments and foreign currency		10,892,777			17,685,628
Net change in unrealized appreciation on investments and foreign currency		(25,581,017	)		20,100,911

Net increase (decrease) from operations		(12,608,997	)		39,852,943

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,913,152	)		(729,409	)
From net realized gain on investments		(17,685,972	)		(2,259,452	)

Total distributions to shareholders		(19,599,124	)		(2,988,861	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		63,132,700			92,355,489

Net increase in net assets		30,924,579			129,219,571

NET ASSETS:

Beginning of period		216,637,453			87,417,882

End of period (including undistributed net investment income of $2,078,999 and $1,912,908, respectively)	$	247,562,032		$	216,637,453


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

Financial Highlights


	For the Six Months Ended 4/30/08 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/08 (unaudited)	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$33.55	$26.69	$21.56	$18.84	$15.66	$12.54

Income from investment operations:
Net investment income	0.23	0.40²	0.42²	0.21	0.17	0.15
Net realized and unrealized gain (loss) on investments	(2.33)	7.16	6.42	2.85	3.18	2.97

Total from investment operations	(2.10)	7.56	6.84	3.06	3.35	3.12

Less distributions to shareholders:
From net investment income	(0.29)	(0.17)	(0.21)	(0.15)	(0.17)	—
From net realized gain on investments	(2.65)	(0.53)	(1.50)	(0.19)	—	—

Total distributions to shareholders	(2.94)	(0.70)	(1.71)	(0.34)	(0.17)	—

Net asset value - End of period	$28.51	$33.55	$26.69	$21.56	$18.84	$15.66

Net assets - End of period (000’s omitted)	$247,562	$216,637	$87,418	$1,617	$1,044	$701

Total return¹	(6.32%)	28.88%	33.68%	16.34%	21.58%	24.88%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.81%³	0.84%	0.95%	1.05%	1.05%	1.05%
Net investment income	1.85%³	1.34%	1.69%	1.15%	1.08%	1.15%
Portfolio turnover	23%	54%	54%	40%	35%	30%

*The investment advisor did not impose all or a portion of its management fee in some periods and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	N/A	0.09%	4.16%	5.63%	19.95%

²Calculated based on average shares outstanding during the period.

³Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

The Series’ investment objective is to provide long-term capital growth by investing primarily in common stocks of issuers from outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2008, 3.33 billion shares have been designated in total among 27 series, of which 100 million have been designated as Overseas Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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.


		11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

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. Realized and unrealized gain or loss arising from a transaction is included in net realized and unrealized gain (loss) on investments.

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. A summary of obligations for forward foreign currency exchange contracts outstanding as of April 30, 2008 is included at the end of the Investment Portfolio. On April 30, 2008, the Series had sufficient cash and/or securities to cover any commitments under these contracts.

Federal Taxes


12

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

measured and recognized in the financial statements. Management has determined that FIN 48 did not have a material impact on the Series’ financial statements. The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2004 through October 31, 2007.

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets.


		13

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2009, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.95% of average daily net assets each year. For the six months ended April 30, 2008, the Advisor did not waive its management fee or reimburse any expenses of the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

For fund accounting and transfer agent services, the Fund pays the Advisor an annual fee of 0.11% of the Fund’s average daily net assets up to $900 million, 0.07% of the Fund’s average daily net assets between $900 million and $1.5 billion, and 0.04% of the Fund’s average daily net assets over $1.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accounting services and sub-transfer agent.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2008, purchases and sales of securities, other than United States Government securities and short-term securities, were $83,665,803 and $48,064,510, respectively. There were no purchases or sales of United States Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Overseas Series were:


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount
Sold	1,663,056		$	46,999,639		3,148,195		$	91,618,159
Reinvested	630,236			18,062,553		89,581			2,471,536
Repurchased	(67,885	)		(1,929,492	)	(57,233	)		(1,734,206	)

Total	2,225,407		$	63,132,700		3,180,543		$	92,355,489

At April 30, 2008, the retirement plan of the Advisor and its affiliates owned 135,302 shares of the Series (1.6% of shares outstanding) valued at $3,857,460. In addition, four shareholders owned 6,336,205 shares of the Series (73.0% of shares outstanding) valued at $180,645,205. Investment activities of these shareholders may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS


14

Notes to Financial Statements (unaudited)

6.	FINANCIAL INSTRUMENTS (continued)

recognized for financial statement purposes. No such investments were held by the Series on April 30, 2008, except forward foreign currency exchange contracts as shown at the end of the Investment Portfolio.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. 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.


Ordinary income	$	2,667,063
Long-term capital gains		321,798


Cost for federal income tax purposes	$	246,361,336
Unrealized appreciation	$	17,882,280
Unrealized depreciation		(17,330,889	)

Net unrealized appreciation	$	551,391

9.	RECENT ACCOUNTING PRONOUNCEMENTS


		15

Renewal of Investment Advisory Agreement (unaudited)

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Current Investment


16

Renewal of Investment Advisory Agreement (unaudited)

•


		17

Proxy Voting Results (unaudited)

PROPOSAL 1:

Election of Directors.


	Number of Shares voted for	Number of Shares withheld
B. Reuben Auspitz	215,932,354.541	15,898,685.154
Stephen B. Ashley	215,960,751.214	15,870,288.481
Peter L. Faber	217,504,725.208	14,326,314.487
Harris H. Rusitzky	215,924,013.609	15,907,026.086

PROPOSAL 2:

To approve the investment advisory agreement between Manning & Napier Advisors, Inc. and Manning & Napier Fund, Inc.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

PROPOSAL 3:

Eliminating, amending, or reclassifying certain fundamental investment policies or restrictions.

Proposal 3.A.i. To approve changes to the fundamental policy regarding borrowing money.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.A.ii. To approve changes to the fundamental policy regarding percentage of assets invested in any one industry.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000


18

Proxy Voting Results (unaudited)

Proposal 3.A.iii. To approve changes to the fundamental policy regarding loans.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.A.iv. To approve changes to the fundamental policy regarding issuance of senior securities or pledging its assets.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.A.v. To approve changes to the fundamental policy regarding buying or selling of commodities or commodity contracts.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.A.vi. To approve changes to the fundamental policy regarding underwriting of securities.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.A.vii. To approve changes to the fundamental policy regarding diversification.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000


		19

Proxy Voting Results (unaudited)

Proposal 3.B.ii. To approve changes to the policy/restriction regarding the purchase of securities on margin.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.B.iii. To approve changes to the policy/restriction regarding acquiring securities of other investment companies.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.B.iv. To approve changes to the policy/restriction regarding warrants.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.B.v. To approve changes to the policy/restriction regarding options on securities and with respect to stock index and currency futures and related options.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.B.vi. To approve changes to the policy/restriction regarding hedging and derivative transactions.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.B.vii. To approve changes to the policy/restriction regarding the purchase of foreign securities.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000


20

Proxy Voting Results (unaudited)

Proposal 3.C.i. To approve changes to the policy/restriction regarding investment for the purpose of exercising control over management.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.C.iii. To approve changes to the policy/restriction regarding short sales or short positions.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.C.iv. To approve changes to the policy/restriction regarding participation in a joint or joint and several basis in trading account in securities.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.C.v. To approve changes to the policy/restriction regarding investment in oil, gas or other mineral exploration or development programs.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000

Proposal 3.C.vi. To approve changes to the policy/restriction regarding officers and directors of the Fund.


		Number of shares voted
For		5,106,355.830
Against		0.000
Abstain (includes broker non-votes)		119,543.000


		21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


22

Manning & Napier Fund, Inc.


TARGET INCOME SERIES		\|		Semi-Annual Report - April 30, 2008

TARGET 2010 SERIES

TARGET 2020 SERIES

TARGET 2030 SERIES

TARGET 2040 SERIES

TARGET 2050 SERIES

LOGO

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 (March 28, 2008^* to April 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The Hypothetical lines of the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example for the Series and Class you have invested in 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 potential wire charges on redemptions. Therefore, the Hypothetical line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target Income
Actual (Class K)	$	1,000.00	$	1,008.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,008.00	$	0.47	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,007.00	$	0.89	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,008.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%


1

Shareholder Expense Example (unaudited)


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target 2010
Actual (Class K)	$	1,000.00	$	1,030.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,030.00	$	0.47	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,029.00	$	0.90	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,030.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target 2020
Actual (Class K)	$	1,000.00	$	1,037.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,037.00	$	0.47	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,036.00	$	0.91	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,037.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target 2030
Actual (Class K)	$	1,000.00	$	1,045.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,045.00	$	0.48	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,045.00	$	0.91	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,045.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%


		2

Shareholder Expense Example (unaudited)


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target 2040
Actual (Class K)	$	1,000.00	$	1,051.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,051.00	$	0.48	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,050.00	$	0.91	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,051.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%


	Beginning Account Value 3/28/08*		Ending Account Value 4/30/08		Expenses Paid During Period			Annualized Expense ratio³
Target 2050
Actual (Class K)	$	1,000.00	$	1,051.00	$	0.26	¹	0.30	%
Hypothetical⁴	$	1,000.00	$	1,023.37	$	1.51	²	0.30	%

Actual (Class R)	$	1,000.00	$	1,051.00	$	0.48	¹	0.55	%
Hypothetical⁴	$	1,000.00	$	1,022.13	$	2.77	²	0.55	%

Actual (Class C)	$	1,000.00	$	1,050.00	$	0.91	¹	1.05	%
Hypothetical⁴	$	1,000.00	$	1,019.64	$	5.27	²	1.05	%

Actual (Class I)	$	1,000.00	$	1,051.00	$	0.04	¹	0.05	%
Hypothetical⁴	$	1,000.00	$	1,024.61	$	0.25	²	0.05	%

^*Commencement of operations.

¹Expenses are equal to the Class’ annualized expense ratio (for the period 3/28/08 (commencement of operations) to 4/30/08), multiplied by the average account value over the period, multiplied by 31/366 (to reflect the period since inception). The Class’ total return would have been lower had certain expenses not been reimbursed during the period.

²Expenses are equal to the Class’ annualized expense ratio (for the period 3/28/08 (commencement of operations) to 4/30/08), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal period.

³Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would be higher.

⁴Assumes 5% annual return before expenses


3

Portfolio Composition - Asset Allocation¹ (unaudited)

LOGO

¹ As a percentage of net assets. The asset allocation shown is that of the underlying investment(s) for each Series.

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

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


		4

Statements of Assets and Liabilities (unaudited)

April 30, 2008


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
ASSETS:
Manning & Napier Pro-Blend^® Maximum Term Series - Class I (24 shares, 40 shares, and 40 shares, respectively)		$ —		$ —		$ —	$	252	$	420	$	420
Manning & Napier Pro-Blend^® Extended Term Series - Class I (40 shares and 16 shares, respectively)		—		—		415		166		—		—
Manning & Napier Pro-Blend^® Moderate Term Series - Class I (40 shares)		—		412		—		—		—		—
Manning & Napier Pro-Blend^® Conservative Term Series - Class I ( 40 shares)		403		—		—		—		—		—

Total investments in securities :
At value*		403		412		415		418		420		420
Receivable from Investment Advisor (Note 3)		16,537		16,537		16,537		16,537		16,537		16,537

TOTAL ASSETS		16,940		16,949		16,952		16,955		16,957		16,957

LIABILITIES:
Accrued directors’ fees (Note 3)		1,045		1,045		1,045		1,045		1,045		1,045
Accrued fund accounting fees (Note 3)		4,124		4,124		4,124		4,124		4,124		4,124
Accrued transfer agent fees (Class K) (Note 3)		1,009		1,009		1,009		1,009		1,009		1,009
Accrued transfer agent fees (Class R) (Note 3)		1,009		1,009		1,009		1,009		1,009		1,009
Accrued transfer agent fees (Class C) (Note 3)		1,009		1,009		1,009		1,009		1,009		1,009
Accrued transfer agent fees (Class I) (Note 3)		1,009		1,009		1,009		1,009		1,009		1,009
Accrued Chief Compliance Officer service fees (Note 3)		336		336		336		336		336		336
Accrued registration and filing fees		3,769		3,769		3,769		3,769		3,769		3,769
Audit fees payable		2,596		2,596		2,596		2,596		2,596		2,596
Other payables and accrued expenses		631		631		631		631		631		631

TOTAL LIABILITIES		16,537		16,537		16,537		16,537		16,537		16,537

TOTAL NET ASSETS	$	403	$	412	$	415	$	418	$	420	$	420

NET ASSETS CONSIST OF:
Additional paid-in-capital		400		400		400		400		400		400
Net unrealized appreciation on investments and other assets and liabilities		3		12		15		18		20		20

TOTAL NET ASSETS	$	403	$	412	$	415	$	418	$	420	$	420

Class K
Net Assets**	$	101	$	103	$	104	$	105	$	105	$	105
Shares Outstanding		10		10		10		10		10		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.08	$	10.30	$	10.37	$	10.45	$	10.51	$	10.51

Class R
Net Assets**	$	101	$	103	$	104	$	104	$	105	$	105
Shares Outstanding		10		10		10		10		10		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.08	$	10.30	$	10.37	$	10.45	$	10.51	$	10.51

Class C
Net Assets**	$	101	$	103	$	104	$	104	$	105	$	105
Shares Outstanding		10		10		10		10		10		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.07	$	10.29	$	10.36	$	10.45	$	10.50	$	10.50

Class I
Net Assets**	$	101	$	103	$	104	$	105	$	105	$	105
Shares Outstanding		10		10		10		10		10		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.08	$	10.30	$	10.37	$	10.45	$	10.51	$	10.51

*At identified cost	$	400	$	400	$	400	$	400	$	400	$	400

**The sum of the net assets by class may not equal the total net assets of the series due to rounding.


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

Statements of Operations (unaudited)

For the Period March 28, 2008¹ to April 30, 2008


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
INVESTMENT INCOME:

Income distributions from underlying series	$	—		$	—		$	—		$	—		$	—		$	—

EXPENSES:

Distribution and service (Rule 12b-1) fees (Note 3)²		—			—			—			—			—			—
Fund accounting fees (Note 3)		4,124			4,124			4,124			4,124			4,124			4,124
Directors’ fees		1,045			1,045			1,045			1,045			1,045			1,045
Transfer agent fees (Class K) (Note 3)		1,009			1,009			1,009			1,009			1,009			1,009
Transfer agent fees (Class R) (Note 3)		1,009			1,009			1,009			1,009			1,009			1,009
Transfer agent fees (Class C) (Note 3)		1,009			1,009			1,009			1,009			1,009			1,009
Transfer agent fees (Class I) (Note 3)		1,009			1,009			1,009			1,009			1,009			1,009
Chief Compliance Officer service fees (Note 3)		336			336			336			336			336			336
Registration and filing fees		3,769			3,769			3,769			3,769			3,769			3,769
Audit fees		2,596			2,596			2,596			2,596			2,596			2,596
Custodian fees		151			151			151			151			151			151
Miscellaneous		480			480			480			480			480			480

Total Expenses		16,537			16,537			16,537			16,537			16,537			16,537
Less reimbursement of expenses (Note 3)		(16,537	)		(16,537	)		(16,537	)		(16,537	)		(16,537	)		(16,537	)

Net Expenses		—			—			—			—			—			—

NET INVESTMENT INCOME		—			—			—			—			—			—

UNREALIZED GAIN ON INVESTMENTS:

Net change in unrealized appreciation on investments		3			12			15			18			20			20

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3		$	12		$	15		$	18		$	20		$	20

¹Commencement of operations.

²These fees were less than $1 for the period due to the small net assets.


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

Statements of Changes in Net Assets (unaudited)

For the Period March 28, 2008¹ to April 30, 2008


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050

INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income	$	—	$	—	$	—	$	—	$	—	$	—
Net change in unrealized appreciation on investments		3		12		15		18		20		20

Net increase from operations		3		12		15		18		20		20

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		400		400		400		400		400		400

Net increase in net assets		403		412		415		418		420		420

NET ASSETS:

Beginning of period		—		—		—		—		—		—

End of period	$	403	$	412	$	415	$	418	$	420	$	420

¹Commencement of operations.


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

Financial Highlights - Target Income (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*


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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.08	0.08	0.07	0.08

Total from investment operations	0.08	0.08	0.07	0.08

Net asset value - End of period	$10.08	$10.08	$10.07	$10.08

Net assets - End of period	$101	$101	$101	$101

Total return²	0.80%	0.80%	0.70%	0.80%
Ratios (to average net assets)/Supplemental Data:
Expenses*^3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	48,325%	48,325%	48,325%	48,336%

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. The return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Financial Highlights - Target 2010 (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*

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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.30	0.30	0.29	0.30

Total from investment operations	0.30	0.30	0.29	0.30

Net asset value - End of period	$10.30	$10.30	$10.29	$10.30

Net assets - End of period	$103	$103	$103	$103

Total return²	3.00%	3.00%	2.90%	3.00%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*,3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	47,851%	47,851%	47,851%	47,862%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Financial Highlights - Target 2020 (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*

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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.37	0.37	0.36	0.37

Total from investment operations	0.37	0.37	0.36	0.37

Net asset value - End of period	$10.37	$10.37	$10.36	$10.37

Net assets - End of period	$104	$104	$104	$104

Total return²	3.70%	3.70%	3.60%	3.70%
Ratios (to average net assets)/Supplemental Data:
Expenses^*,3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	47,851%	47,851%	47,851%	47,862%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Financial Highlights - Target 2030 (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*

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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.45	0.45	0.45	0.45

Total from investment operations	0.45	0.45	0.45	0.45

Net asset value - End of period	$10.45	$10.45	$10.45	$10.45

Net assets - End of period	$105	$104	$104	$105

Total return²	4.50%	4.50%	4.50%	4.50%
Ratios (to average net assets)/Supplemental Data:
Expenses^*,3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	47,386%	47,386%	47,386%	47,398%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series were 0.85%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Financial Highlights - Target 2040 (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*

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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.51	0.51	0.50	0.51

Total from investment operations	0.51	0.51	0.50	0.51

Net asset value - End of period	$10.51	$10.51	$10.50	$10.51

Net assets - End of period	$105	$105	$105	$105

Total return²	5.10%	5.10%	5.00%	5.10%
Ratios (to average net assets)/Supplemental Data:
Expenses^*,3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	47,386%	47,386%	47,386%	47,398%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Financial Highlights - Target 2050 (unaudited)

For the Period March 28, 2008¹ to April 30, 2008



	*Class K*	*Class R*	*Class C*	*Class I*

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

Income from investment operations:
Net investment income	—	—	—	—
Net realized and unrealized gain on investments	0.51	0.51	0.50	0.51

Total from investment operations	0.51	0.51	0.50	0.51

Net asset value - End of period	$10.51	$10.51	$10.50	$10.51

Net assets - End of period	$105	$105	$105	$105

Total return²	5.10%	5.10%	5.00%	5.10%
Ratios (to average net assets)/Supplemental Data:
Expenses^*,3,5	0.30%	0.55%	1.05%	0.05%
Net investment income⁵	0.00%	0.00%	0.00%	0.00%

The Series had no portfolio turnover for the period.

*The investment advisor paid a portion of the Series expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount^3,4,5:
	47,386%	47,386%	47,386%	47,398%

¹Commencement of operations.

³Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁴The increase to the expense ratios (to average net assets) is large due to the small net assets in each class. It is anticipated that this ratio will decease as net assets increase.

⁵Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (“the 40 Act”), as amended, as an open-end management investment company.

Each Series seeks to achieve its investment objectives by investing in a combination of other Manning & Napier mutual funds (the “underlying series”) in order to meet its target asset allocations and investment style. Each Series has its own distinct target portfolio allocation and is designed to accommodate different investment goals and risk tolerances. The financial statements of the underlying funds should be read in conjunction with the Funds’ financial statements.

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

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Investments in the underlying series are valued at their net asset value per share on valuation date.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received.

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

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

Federal Taxes

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


		14

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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

On April 30, 2008, the Series adopted Financial Accounting Standards Board Interpretation No. 48 - Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has determined that FIN 48 did not have a material impact on the Series’ financial statements. The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. As this is the inception year for the Series, they have not yet filed any tax returns.

Distributions of Income and Gains

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

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Advisor does not receive an advisory fee for the services it performs for the Series. However, the Advisor is entitled to receive an annual management fee from its investment in each of the underlying series.


15

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)

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

The Advisor has contractually agreed, until at least March 28, 2009, to limit each class’s total direct annual fund operating expenses for the Series at no more than 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I, of average daily net assets each year. The Advisor’s agreement to limit each class’s operating expense is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the underlying series. For the period March 28, 2008 (commencement of operations) through April 30, 2008 the Advisor reimbursed expenses of $16,537 for each Series which is reflected as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. The Series compensates the distributor for distributing and servicing the Series’ Class K, Class R, and Class C shares pursuant to a distribution plan adopted under Rule 12b-1 of the 40 Act, regardless of expenses actually incurred. Under the agreement, each Series pays distribution and servicing fees to the Distributor at an annual rate of 0.25% of average daily net assets attributable to Class K shares, 0.50% of average daily net assets attributable to Class R shares, and 1.00% of average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Class I shares of each Series. The fees are accrued daily and paid monthly.

For fund accounting services, the Fund pays the Advisor an annual fee of $19,000 for each Target Series. The Fund also pays the Advisor an annual fee of $10,000 for each additional active class of a Series. For transfer agency services, the Fund pays the Advisor $12,000 per class for each Target Series. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Expenses not directly attributable to a series are allocated based on each series’ relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi serves as sub-accounting services and sub-transfer agent.

4.	PURCHASES AND SALES OF SECURITIES

For the period March 28, 2008 (commencement of operations) through April 30, 2008, purchases and sales of underlying series were as follows:


Series	Purchases		Sales
Target Income	$	400	—
Target 2010	$	400	—
Target 2020	$	400	—
Target 2030	$	400	—
Target 2040	$	400	—
Target 2050	$	400	—


		16

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares for the period March 28, 2008 (commencement of operations) through April 30, 2008 were as follows:


	*Class K*			*Class R*			*Class C*			*Class I*
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount

*Target Income:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100

*Target 2010:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100

*Target 2020:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100

*Target 2030:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100

*Target 2040:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100

*Target 2050:*
Sold	10	$	100	10	$	100	10	$	100	10	$	100
Reinvested	—		—	—		—	—		—	—		—
Repurchased	—		—	—		—	—		—	—		—

Total	10	$	100	10	$	100	10	$	100	10	$	100


17

Notes to Financial Statements (unaudited)

6.	FINANCIAL INSTRUMENTS

The Series may trade in financial instruments with off-balance sheet risk in the normal course of their investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on April 30, 2008.

7.	FEDERAL INCOME TAX INFORMATION

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

At April 30, 2008, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation and the net unrealized appreciation were as follows:


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
Cost for federal income tax purposes	$	400	$	400	$	400	$	400	$	400	$	400

Unrealized appreciation	$	3	$	12	$	15	$	18	$	20	$	20
Unrealized depreciation		—		—		—		—		—		—

Net unrealized appreciation	$	3	$	12	$	15	$	18	$	20	$	20

8.	RECENT ACCOUNTING PRONOUNCEMENTS


		18

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


19

Manning & Napier Fund, Inc.


EQUITY SERIES		\|		Semi-Annual Report - April 30, 2008

LOGO

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 (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 11/1/07		Ending Account Value 4/30/08		Expenses Paid During Period* 11/1/07 - 4/30/08
Actual	$	1,000.00	$	894.30	$	4.95
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.64	$	5.27

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series’ total return would have been lower had certain expenses not been waived during the period.


		1

Portfolio Composition as of April 30, 2008 (unaudited)

Sector Allocation¹

LOGO

¹As a percentage of net assets.


2

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS - 91.4%

Consumer Discretionary - 19.2%
Hotels, Restaurants & Leisure - 4.1%
Carnival Corp.	126,620	$	5,086,325
International Game Technology	264,530		9,189,772

			14,276,097

Household Durables - 2.7%
D.R. Horton, Inc.	89,810		1,391,157
Fortune Brands, Inc.	46,350		3,134,187
Lennar Corp. - Class A	85,860		1,581,541
Pulte Homes, Inc.	135,680		1,769,267
Toll Brothers, Inc.*	62,740		1,420,434

			9,296,586

Media - 7.3%
Charter Communications, Inc. - Class A*	1,936,530		2,072,087
Comcast Corp. - Class A*	444,890		9,142,489
The E.W. Scripps Co. - Class A	136,770		6,142,341
Time Warner, Inc.	528,160		7,843,176

			25,200,093

Specialty Retail - 5.1%
The Home Depot, Inc.	233,310		6,719,328
Limited Brands, Inc.	212,960		3,944,019
Lowe’s Companies, Inc.	267,340		6,734,295

			17,397,642

Total Consumer Discretionary			66,170,418

Consumer Staples - 3.9%
Food Products - 2.3%
Dean Foods Co.	182,050		4,230,842
Kellogg Co.	69,570		3,559,897

			7,790,739

Personal Products - 1.6%
The Estee Lauder Companies, Inc. - Class A	119,270		5,439,905

Total Consumer Staples			13,230,644

Energy - 3.6%
Energy Equipment & Services - 3.6%
Baker Hughes, Inc.	84,800		6,858,624
Weatherford International Ltd.*	70,310		5,671,908

Total Energy			12,530,532


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials - 10.8%
Capital Markets - 1.6%
SEI Investments Co.	234,790	$	5,463,563

Commercial Banks - 6.5%
PNC Financial Services Group, Inc.	105,750		7,333,762
U.S. Bancorp	162,270		5,499,330
Wachovia Corp.	330,990		9,648,358

			22,481,450

Consumer Finance - 0.7%
American Express Co.	48,620		2,334,732

Diversified Financial Services - 2.0%
Bank of America Corp.	185,790		6,974,557

Total Financials			37,254,302

Health Care - 16.4%
Biotechnology - 2.2%
Amgen, Inc.*	127,200		5,325,864
Genzyme Corp.*	32,530		2,288,485

			7,614,349

Health Care Equipment & Supplies - 5.3%
The Cooper Companies, Inc.	150,340		5,261,900
Medtronic, Inc.	268,870		13,088,592

			18,350,492

Health Care Providers & Services - 1.8%
Quest Diagnostics, Inc.	124,380		6,241,388

Health Care Technology - 2.4%
Cerner Corp.*	116,420		5,386,753
Eclipsys Corp.*	137,040		2,846,321

			8,233,074

Life Sciences Tools & Services - 2.4%
Millipore Corp.*	58,970		4,133,797
PerkinElmer, Inc.	150,460		3,996,217

			8,130,014

Pharmaceuticals - 2.3%
Johnson & Johnson	119,030		7,985,723

Total Health Care			56,555,040

Industrials - 10.3%
Air Freight & Logistics - 4.8%
FedEx Corp.	62,570		5,998,586
United Parcel Service, Inc. - Class B	145,070		10,504,519

			16,503,105


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

Investment Portfolio - April 30, 2008 (unaudited)


	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Airlines - 4.0%
JetBlue Airways Corp.*	455,440	$	2,295,418
Southwest Airlines Co.	873,140		11,560,374

			13,855,792

Industrial Conglomerates - 1.5%
3M Co.	66,330		5,100,777

Total Industrials			35,459,674

Information Technology - 22.6%
Communications Equipment - 6.3%
Cisco Systems, Inc.*	640,780		16,429,599
Juniper Networks, Inc.*	193,740		5,351,099

			21,780,698

Computers & Peripherals - 1.8%
EMC Corp.*	394,350		6,072,990

Internet Software & Services - 2.9%
Google, Inc. - Class A*	17,540		10,073,047

IT Services - 3.6%
Automatic Data Processing, Inc.	214,310		9,472,502
Western Union Co.	129,290		2,973,670

			12,446,172

Software - 8.0%
Autodesk, Inc.*	113,270		4,304,260
Electronic Arts, Inc.*	109,270		5,624,127
Microsoft Corp.	362,260		10,331,655
Salesforce.com, Inc.*	42,710		2,850,038
TIBCO Software, Inc.*	571,070		4,380,107

			27,490,187

Total Information Technology			77,863,094

Materials - 4.6%
Paper & Forest Products - 4.6%
Louisiana-Pacific Corp.	584,060		6,722,531
Weyerhaeuser Co.	141,320		9,027,522

Total Materials			15,750,053

TOTAL COMMON STOCKS (Identified Cost $326,457,756)			314,813,757


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

Investment Portfolio - April 30, 2008 (unaudited)


	Shares/ Principal Amount		Value (Note 2)


SHORT-TERM INVESTMENTS - 9.4%
Dreyfus Treasury Cash Management - Institutional Shares		14,509,063	$	14,509,063
Federal Home Loan Bank Discount Note, 5/12/2008	$	5,000,000		4,996,394
Federal Home Loan Bank Discount Note, 7/2/2008		13,000,000		12,956,346

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $32,461,067)				32,461,803

TOTAL INVESTMENTS - 100.8% (Identified Cost $358,918,823)				347,275,560

LIABILITIES, LESS OTHER ASSETS - (0.8%)				(2,789,679	)

NET ASSETS - 100%			$	344,485,881

*Non-income producing security


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

Statement of Assets and Liabilities (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $358,918,823) (Note 2)	$	347,275,560
Receivable for securities sold		2,948,465
Receivable for fund shares sold		1,565,204
Dividends receivable		159,399
Prepaid registration and filing fees		14,490
Prepaid expenses		2,878

TOTAL ASSETS		351,965,996

LIABILITIES:

Accrued management fees (Note 3)		243,403
Accrued fund accounting and transfer agent fees (Note 3)		12,477
Accrued directors’ fees (Note 3)		883
Accrued Chief Compliance Officer service fees (Note 3)		883
Payable for securities purchased		7,038,122
Payable for fund shares repurchased		166,556
Audit fees payable		17,791

TOTAL LIABILITIES		7,480,115

TOTAL NET ASSETS	$	344,485,881

NET ASSETS CONSIST OF:

Capital stock	$	187,378
Additional paid-in-capital		358,981,992
Undistributed net investment income		485,273
Accumulated net realized loss on investments		(3,525,499	)
Net unrealized depreciation on investments		(11,643,263	)

TOTAL NET ASSETS	$	344,485,881

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($344,485,881/18,737,797 shares)	$	18.38


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

Statement of Operations (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Dividends	$	1,939,280
Interest		74,068

Total Investment Income		2,013,348

EXPENSES:

Management fees (Note 3)		1,124,475
Fund accounting and transfer agent fees (Note 3)		67,377
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		4,836
Miscellaneous		35,195

Total Expenses		1,240,486
Less reduction of expenses (Note 3)		(56,351	)

Net Expenses		1,184,135

NET INVESTMENT INCOME		829,213

REALIZED AND UNREALIZED LOSS ON INVESTMENTS:

Net realized loss on investments		(3,503,528	)
Net change in unrealized depreciation on investments		(15,512,679	)


NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS		(19,016,207	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(18,186,994	)


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

Statements of Changes in Net Assets


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	829,213		$	423,396
Net realized gain (loss) on investments		(3,503,528	)		7,608,792
Net change in unrealized appreciation (depreciation) on investments		(15,512,679	)		3,014,467

Net increase (decrease) from operations		(18,186,994	)		11,046,655

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(750,464	)		(32,650	)
From net realized gain on investments		(7,613,462	)		(277,398	)

Total distributions to shareholders		(8,363,926	)		(310,048	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		180,010,602			171,979,405

Net increase in net assets		153,459,682			182,716,012

NET ASSETS:

Beginning of period		191,026,199			8,310,187

End of period (including undistributed net investment income of $485,273 and $406,524, respectively)	$	344,485,881		$	191,026,199


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

Financial Highlights (unaudited)


	For the Six Months Ended 4/30/08 (unaudited)		*For the Years Ended*
	For the Six Months Ended 4/30/08 (unaudited)		*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$21.43		$19.19	$17.24	$15.63	$13.42	$11.42

Income (loss) from investment operations:
Net investment income (loss)	0.05		0.06	0.04	(0.01)	(0.01)	0.01
Net realized and unrealized gain (loss) on investments	(2.29)		2.65	3.25	2.45	2.23	2.02

Total from investment operations	(2.24)		2.71	3.29	2.44	2.22	2.03


Less distributions to shareholders:
From net investment income	(0.07)		(0.05)	—	—	(0.01)	(0.03)
From net realized gain on investments	(0.74)		(0.42)	(1.34)	(0.83)	—	—

Total distributions to shareholders	(0.81)		(0.47)	(1.34)	(0.83)	(0.01)	(0.03)

Net asset value - End of period	$18.38		$21.43	$19.19	$17.24	$15.63	$13.42

Net assets - End of period (000’s omitted)	$344,486		$191,026	$8,310	$2,714	$1,769	$1,206

Total return¹	(10.57%)		14.37%	20.36%	16.05%	16.52%	17.82%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.05%²		1.05%	1.05%	1.05%	1.05%	1.05%
Net investment income (loss)	0.74%²		0.45%	0.35%	(0.04%)	(0.06%)	0.09%
Portfolio turnover	25%		44%	55%	57%	60%	58%

*The investment advisor did not impose all or a portion of its management fee and in some periods paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by the following amount:
	0.05%	²	0.11%	1.24%	2.33%	2.85%	11.55%

²Annualized.


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

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

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

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2008, 3.33 billion shares have been designated in total among 27 series, of which 125 million have been designated as Equity Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Security Transactions, Investment Income and Expenses


		11

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

Distributions of Income and Gains

Indemnifications

Other


12

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES

The Advisor has contractually agreed, until at least February 28, 2009, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $56,351 for the six months ended April 30, 2008, which is reflected as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2008, purchases and sales of securities, other than United States Government securities and short-term securities, were $210,528,478 and $54,621,736, respectively. There were no purchases or sales of United States Government securities.


		13

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount

Sold	12,646,502		$	232,900,779		9,080,249		$	184,492,831
Reinvested	428,960			8,180,272		15,722			309,402
Repurchased	(3,251,613	)		(61,070,449	)	(615,168	)		(12,822,828	)

Total	9,823,849		$	180,010,602		8,480,803		$	171,979,405

At April 30, 2008, the retirement plan of the advisor and its affiliates owned 188,789 shares of the Series (1.0% of shares outstanding) valued at $3,469,942.

6.	FINANCIAL INSTRUMENTS

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION


14

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


Ordinary income	$	96,775
Long-term capital gains		213,273

At April 30, 2008, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:


Cost for federal income tax purposes	$	358,923,130

Unrealized appreciation	$	9,309,644
Unrealized depreciation		(20,957,214	)

Net unrealized depreciation	$	(11,647,570	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS


		15

Renewal of Investment Advisory Agreement (unaudited)

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Current Investment


16

Renewal of Investment Advisory Agreement (unaudited)

•


		17

Proxy Voting Results (unaudited)

PROPOSAL 1:

Election of Directors.


	Number of Shares voted for	Number of Shares withheld
B. Reuben Auspitz	215,932,354.541	15,898,685.154
Stephen B. Ashley	215,960,751.214	15,870,288.481
Peter L. Faber	217,504,725.208	14,326,314.487
Harris H. Rusitzky	215,924,013.609	15,907,026.086

PROPOSAL 2:

To approve the investment advisory agreement between Manning & Napier Advisors, Inc. and Manning & Napier Fund, Inc.


		Number of shares voted
For		3,990,897.821
Against		3,769.000
Abstain (includes broker non-votes)		1,788,031.772

PROPOSAL 3:

Eliminating, amending, or reclassifying certain fundamental investment policies or restrictions.

Proposal 3.A.i. To approve changes to the fundamental policy regarding borrowing money.


		Number of shares voted
For		3,980,227.744
Against		14,298.077
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.A.ii. To approve changes to the fundamental policy regarding percentage of assets invested in any one industry.


		Number of shares voted
For		3,977,065.961
Against		17,459.860
Abstain (includes broker non-votes)		1,788,172.772


18

Proxy Voting Results (unaudited)

Proposal 3.A.iii. To approve changes to the fundamental policy regarding loans.


		Number of shares voted
For		3,976,657.961
Against		17,754.860
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.A.iv. To approve changes to the fundamental policy regarding issuance of senior securities or pledging its assets.


		Number of shares voted
For		3,975,867.744
Against		18,658.077
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.A.v. To approve changes to the fundamental policy regarding buying or selling of commodities or commodity contracts.


		Number of shares voted
For		3,976,825.821
Against		17,587.000
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.A.vi. To approve changes to the fundamental policy regarding underwriting of securities.


		Number of shares voted
For		3,976,459.961
Against		18,065.860
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.A.vii. To approve changes to the fundamental policy regarding diversification.


		Number of shares voted
For		3,977,704.961
Against		16,820.860
Abstain (includes broker non-votes)		1,788,172.772


		Number of shares voted
For		3,976,117.961
Against		18,407.860
Abstain (includes broker non-votes)		1,788,172.772


		19

Proxy Voting Results (unaudited)

Proposal 3.B.ii. To approve changes to the policy/restriction regarding the purchase of securities on margin.


		Number of shares voted
For		3,975,333.744
Against		19,079.077
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.B.iii. To approve changes to the policy/restriction regarding acquiring securities of other investment companies.


		Number of shares voted
For		3,977,259.821
Against		17,153.000
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.B.iv. To approve changes to the policy/restriction regarding warrants.


		Number of shares voted
For		3,975,754.744
Against		18,290.077
Abstain (includes broker non-votes)		1,788,653.772

Proposal 3.B.v. To approve changes to the policy/restriction regarding options on securities and with respect to stock index and currency futures and related options.


		Number of shares voted
For		3,976,570.821
Against		17,955.000
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.B.vi. To approve changes to the policy/restriction regarding hedging and derivative transactions.


		Number of shares voted
For		3,975,132.604
Against		19,393.217
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.B.vii. To approve changes to the policy/restriction regarding the purchase of foreign securities.


		Number of shares voted
For		3,977,004.821
Against		17,521.000
Abstain (includes broker non-votes)		1,788,172.772


20

Proxy Voting Results (unaudited)

Proposal 3.C.i. To approve changes to the policy/restriction regarding investment for the purpose of exercising control over management.


		Number of shares voted
For		3,974,304.744
Against		20,108.077
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.C.iii. To approve changes to the policy/restriction regarding short sales or short positions.


		Number of shares voted
For		3,976,350.604
Against		18,062.217
Abstain (includes broker non-votes)		1,788,285.772

Proposal 3.C.iv. To approve changes to the policy/restriction regarding participation in a joint or joint and several basis in trading account in securities.


		Number of shares voted
For		3,975,813.961
Against		18,711.860
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.C.v. To approve changes to the policy/restriction regarding investment in oil, gas or other mineral exploration or development programs.


		Number of shares voted
For		3,975,272.744
Against		19,253.077
Abstain (includes broker non-votes)		1,788,172.772

Proposal 3.C.vi. To approve changes to the policy/restriction regarding officers and directors of the Fund.


		Number of shares voted
For		3,973,928.744
Against		20,597.077
Abstain (includes broker non-votes)		1,788,172.772


		21

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


22

Manning & Napier Fund, Inc.


PRO-BLEND^® CONSERVATIVE TERM SERIES		\|		Semi-Annual Report - April 30, 2008

PRO-BLEND^® MODERATE TERM SERIES

PRO-BLEND^® EXTENDED TERM SERIES

PRO-BLEND^® MAXIMUM TERM SERIES

LOGO

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008 except for Class I Actual which is from March 28, 2008* to April 30, 2008).

Actual Expenses

The Actual lines of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the 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 lines of the table below provides information about hypothetical account values and hypothetical expenses based on the Series’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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


	Beginning Account Value 11/1/07*		Ending Account Value 4/30/08		Expenses Paid During Period 11/1/07-4/30/08¹		Annualized Expense Ratio
Class S
Actual	$	1,000.00	$	1,000.50	$	4.77	0.96	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.09	$	4.82	0.96	%
Class I
Actual	$	1,000.00	$	1,008.00	$	0.60	0.70	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.38	$	3.52	0.70	%

*Class I inception date was March 28, 2008.

¹Expenses are equal to the Series’ annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half year (except for the Series’ Class I Actual return information, which reflects the 31 day period ended April 30, 2008 due to its inception date of March 28, 2008). The Series’ Class I total return would have been lower had certain expenses not been reimbursed during the period.


		1

Portfolio Composition - Pro-Blend^® Conservative Term Series (unaudited)

As of April 30, 2008

Asset Allocation¹

LOGO

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-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Information Technology		7.56%
Health Care		6.69%
Consumer Discretionary		4.73%
Financials		3.72%
Industrials		3.21%
Consumer Staples		1.90%
Energy		1.15%
Materials		0.99%
Utilities		0.17%
Telecommunication Services		0.11%

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

Top Five Stock Holdings⁵


Cisco Systems, Inc.		1.26%
Automatic Data Processing, Inc.		0.95%
Google, Inc. - Class A		0.93%
Medtronic, Inc.		0.90%
Southwest Airlines Co.		0.89%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶


U.S. Treasury Note, 4.625%, 2/15/2017		9.43%
U.S. Treasury Note, 4.00%, 11/15/2012		8.31%
U.S. Treasury Note, 3.875%, 5/15/2010		7.29%
U.S. Treasury Note, 3.50%, 11/15/2009		6.30%
U.S. Treasury Note, 3.625%, 5/15/2013		5.01%

⁶As a percentage of total investments.


2

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 28.50%

Consumer Discretionary - 4.35%
Auto Components - 0.02%
Hankook Tire Co. Ltd. (South Korea) (Note 7)	840	$	12,905
Tenneco, Inc.*	220		5,628

			18,533

Hotels, Restaurants & Leisure - 0.82%
Carnival Corp.	13,070		525,022
Club Mediterranee S.A.* (France) (Note 7)	305		16,000
International Game Technology	11,500		399,510

			940,532

Household Durables - 0.32%
Corporacion Geo S.A. de C.V. - Class B* (Mexico) (Note 7)	2,270		8,463
Fortune Brands, Inc.	4,970		336,071
KB Home	260		5,850
LG Electronics, Inc. (South Korea) (Note 7)	120		18,735

			369,119

Leisure Equipment & Products - 0.00%**
Sankyo Co. Ltd. (Japan) (Note 7)	100		6,011

Media - 1.81%
Charter Communications, Inc. - Class A*	95,980		102,699
Comcast Corp. - Class A*	35,497		729,463
The E.W. Scripps Co. - Class A	11,180		502,094
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	530		13,080
Impresa S.A. (SGPS)* (Portugal) (Note 7)	820		1,908
Mediacom Communications Corp. - Class A*	4,330		18,576
Mediaset S.p.A. (Italy) (Note 7)	595		5,448
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	198		10,019
Societe Television Francaise 1 (France) (Note 7)	890		18,926
Time Warner, Inc.	45,260		672,111
Wolters Kluwer N.V. (Netherlands) (Note 7)	290		7,815

			2,082,139

Multiline Retail - 0.02%
Hyundai Department Store Co. Ltd. (South Korea) (Note 7)	60		6,345
Lotte Shopping Co. Ltd. (South Korea) (Note 7)	20		7,302
PPR (France) (Note 7)	65		8,531

			22,178


The accompanying notes are an integral part of the financial statements.		3

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 1.35%
The Home Depot, Inc.	20,150	$	580,320
KOMERI Co. Ltd. (Japan) (Note 7)	100		2,645
Limited Brands, Inc.	19,030		352,436
Lowe’s Companies, Inc.	24,020		605,064
Tractor Supply Co.*	140		4,978
Valora Holding AG (Switzerland) (Note 7)	20		5,020

			1,550,463

Textiles, Apparel & Luxury Goods - 0.01%
Adidas AG (Germany) (Note 7)	130		8,324
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	40		4,585

			12,909

Total Consumer Discretionary			5,001,884

Consumer Staples - 1.85%
Beverages - 0.00%**
Diageo plc (United Kingdom) (Note 7)	290		5,956

Food & Staples Retailing - 0.04%
Casino Guichard-Perrachon S.A. (France) (Note 7)	100		12,634
The Great Atlantic & Pacific Tea Co., Inc.*	550		15,136
Tesco plc (United Kingdom) (Note 7)	1,375		11,727
United Natural Foods, Inc.*	310		6,138

			45,635

Food Products - 1.39%
Cadbury Schweppes plc (United Kingdom) (Note 7)	2,130		24,688
Dean Foods Co.	14,150		328,846
Groupe Danone (France) (Note 7)	160		14,199
Nestle S.A. (Switzerland) (Note 7)	895		429,400
Pilgrim’s Pride Corp.	440		10,635
Suedzucker AG (Germany) (Note 7)	120		2,724
Unilever plc - ADR (United Kingdom) (Note 7)	23,410		786,342

			1,596,834

Household Products - 0.01%
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	145		8,470

Personal Products - 0.41%
Clarins S.A. (France) (Note 7)	282		18,668
The Estee Lauder Companies, Inc. - Class A	9,300		424,173


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Personal Products (continued)
L’Oreal S.A. (France) (Note 7)	160	$	19,038
Natura Cosmeticos S.A. (Brazil) (Note 7)	960		11,092

			472,971

Total Consumer Staples			2,129,866

Energy - 1.08%
Energy Equipment & Services - 1.02%
Baker Hughes, Inc.	6,475		523,698
Calfrac Well Services Ltd. (Canada) (Note 7)	1,990		48,248
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	115		29,058
Trican Well Service Ltd. (Canada) (Note 7)	1,180		26,593
Weatherford International Ltd.*	6,822		550,331

			1,177,928

Oil, Gas & Consumable Fuels - 0.06%
BP plc (United Kingdom) (Note 7)	450		5,466
Edge Petroleum Corp.*	1,950		10,179
Eni S.p.A. (Italy) (Note 7)	475		18,348
Evergreen Energy, Inc.*	555		816
Forest Oil Corp.*	145		8,545
Mariner Energy, Inc.*	111		3,059
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	156		6,249
Total S.A. (France) (Note 7)	160		13,475

			66,137

Total Energy			1,244,065

Financials - 3.31%
Capital Markets - 0.45%
Bank of New York Mellon Corp.¹	450		19,589
Franklin Resources, Inc.	130		12,370
Macquarie Group Ltd. (Australia) (Note 7)	160		9,572
Merrill Lynch & Co., Inc.	540		26,908
Morgan Stanley	345		16,767
SEI Investments Co.	18,640		433,753

			518,959

Commercial Banks - 2.01%
Aareal Bank AG (Germany) (Note 7)	525		19,697
The Bancorp, Inc.*	1,340		14,820
BNP Paribas (France) (Note 7)	100		10,812
Boston Private Financial Holdings, Inc.	705		6,557


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Commercial Banks (continued)
Commerzbank AG (Germany) (Note 7)	250	$	9,110
Credit Agricole S.A. (France) (Note 7)	160		5,408
The Hachijuni Bank Ltd. (Japan) (Note 7)	800		5,278
Hana Financial Group, Inc. (South Korea) (Note 7)	190		8,596
HSBC Holdings plc (United Kingdom) (Note 7)	1,070		18,709
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	250		21,698
Huntington Bancshares, Inc.	680		6,385
PNC Financial Services Group, Inc.	7,990		554,107
Royal Bank of Scotland Group plc (United Kingdom) (Note 7)	5,905		40,502
Societe Generale (France) (Note 7)	45		5,281
Societe Generale - ADR (France) (Note 7)	695		16,265
Societe Generale - New Shares (France) (Note 7)	11		1,274
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	800		7,194
SunTrust Banks, Inc.	120		6,690
TCF Financial Corp.	1,390		24,186
U.S. Bancorp	17,245		584,433
UniCredito Italiano S.p.A. (Italy) (Note 7)	1,455		11,086
Wachovia Corp.	30,735		895,925
Webster Financial Corp.	320		8,336
Wells Fargo & Co.	450		13,388
Wilmington Trust Corp.	530		17,426

			2,313,163

Consumer Finance - 0.12%
American Express Co.	2,410		115,728
Capital One Financial Corp.	370		19,610

			135,338

Diversified Financial Services - 0.46%
Bank of America Corp.	11,033		414,179
Citigroup, Inc.	1,245		31,461
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	265		15,995
ING Groep N.V. (Netherlands) (Note 7)	185		7,080
JPMorgan Chase & Co.	820		39,073
Moody’s Corp.	480		17,741

			525,529


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Insurance - 0.23%
Allianz SE (Germany) (Note 7)	290	$	59,142
American International Group, Inc.	510		23,562
Axa (France) (Note 7)	160		5,972
First American Corp.	480		15,744
LandAmerica Financial Group, Inc.	630		18,081
Muenchener Rueckver AG (Germany) (Note 7)	105		20,328
Philadelphia Consolidated Holding Corp.*	620		22,866
Principal Financial Group, Inc.	340		18,244
The Progressive Corp.	1,570		28,558
Torchmark Corp.	360		23,306
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	715		24,846

			260,649

Real Estate Investment Trusts (REITS) - 0.01%
Alstria Office REIT AG* (Germany) (Note 7)	880		17,037

Real Estate Management & Development - 0.01%
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	1,340		17,620

Thrifts & Mortgage Finance - 0.02%
First Niagara Financial Group, Inc.	460		6,638
Flagstar Bancorp, Inc.	1,370		8,384
IndyMac Bancorp, Inc.	1,660		5,395

			20,417

Total Financials			3,808,712

Health Care - 6.51%
Biotechnology - 0.68%
Amgen, Inc.*	8,900		372,643
Applera Corp. - Celera Group*	4,180		55,928
Crucell NV - ADR* (Netherlands) (Note 7)	1,560		29,063
Genzyme Corp.*	3,970		279,290
Medarex, Inc.*	2,000		14,340
Monogram Biosciences, Inc.*	12,515		13,767
Senomyx, Inc.*	860		5,160
Theratechnologies, Inc.* (Canada) (Note 7)	1,660		12,283

			782,474

Health Care Equipment & Supplies - 1.77%
Abaxis, Inc.*	820		20,894
Advanced Medical Optics, Inc.*	1,500		31,500
Alsius Corp.*³	3,536		3,182


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
AtriCure, Inc.*	1,040	$	13,894
Beckman Coulter, Inc.	480		32,784
Carl Zeiss Meditec AG (Germany) (Note 7)	1,880		27,474
The Cooper Companies, Inc.	9,488		332,080
Covidien Ltd. (Bermuda) (Note 7)	1,040		48,558
Dexcom, Inc.*	2,840		21,868
Edwards Lifesciences Corp.*	295		16,349
ev3, Inc.*	8,863		73,652
Gen-Probe, Inc.*	700		39,452
Hansen Medical, Inc.*	345		6,020
Inverness Medical Innovations, Inc.*	2,150		79,550
Medtronic, Inc.	20,895		1,017,169
Micrus Endovascular Corp.*	1,065		12,120
Nobel Biocare Holding AG (Switzerland) (Note 7)	350		12,677
OraSure Technologies, Inc.*	5,425		35,046
ResMed, Inc.*	290		12,505
Sirona Dental Systems, Inc.*	2,030		54,343
SonoSite, Inc.*	760		24,236
STAAR Surgical Co.*	4,490		10,552
Straumann Holding AG (Switzerland) (Note 7)	85		22,770
Synthes, Inc. (Switzerland) (Note 7)	390		53,762
Thoratec Corp.*	2,010		32,140

			2,034,577

Health Care Providers & Services - 0.55%
Diagnosticos da America S.A. (Brazil) (Note 7)	2,980		67,788
Quest Diagnostics, Inc.	9,630		483,233
Sonic Healthcare Ltd. (Australia) (Note 7)	3,250		46,752
Tenet Healthcare Corp.*	5,360		34,304

			632,077

Health Care Technology - 0.46%
Cerner Corp.*	9,850		455,760
Eclipsys Corp.*	3,700		76,849

			532,609

Life Sciences Tools & Services - 1.12%
Affymetrix, Inc.*	11,185		122,028
Caliper Life Sciences, Inc.*	8,927		32,584
Exelixis, Inc.*	5,340		40,637
Lonza Group AG (Switzerland) (Note 7)	1,695		231,694
Luminex Corp.*	2,380		46,434


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services (continued)
Millipore Corp.*	5,010	$	351,201
PerkinElmer, Inc.	16,733		444,428
QIAGEN N.V.* (Netherlands) (Note 7)	520		11,549

			1,280,555

Pharmaceuticals - 1.93%
AstraZeneca plc (United Kingdom) (Note 7)	25		1,058
AstraZeneca plc - ADR (United Kingdom) (Note 7)	120		5,038
Barr Pharmaceuticals, Inc.*	9,930		498,784
GlaxoSmithKline plc (United Kingdom) (Note 7)	305		6,797
Johnson & Johnson	10,360		695,052
Novartis AG - ADR (Switzerland) (Note 7)	19,668		989,890
Sanofi-Aventis (France) (Note 7)	31		2,427
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	400		9,887
Shire plc (United Kingdom) (Note 7)	635		11,823

			2,220,756

Total Health Care			7,483,048

Industrials - 2.93%
Aerospace & Defense - 0.03%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	855		35,636

Air Freight & Logistics - 1.24%
Deutsche Post AG (Germany) (Note 7)	300		9,391
FedEx Corp.	5,060		485,102
TNT N.V. (Netherlands) (Note 7)	525		20,451
United Parcel Service, Inc. - Class B	12,590		911,642

			1,426,586

Airlines - 1.13%
AirTran Holdings, Inc.*	810		2,762
Continental Airlines, Inc. - Class B*	290		5,214
Deutsche Lufthansa AG (Germany) (Note 7)	610		16,181
JetBlue Airways Corp.*	51,884		261,495
Southwest Airlines Co.	76,265		1,009,749

			1,295,401

Building Products - 0.02%
Owens Corning, Inc.*	1,000		21,110


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Commercial Services & Supplies - 0.02%
Pitney Bowes, Inc.	660	$	23,833

Electrical Equipment - 0.02%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	530		16,255

Industrial Conglomerates - 0.46%
3M Co.	6,451		496,082
Siemens AG (Germany) (Note 7)	290		34,389

			530,471

Machinery - 0.01%
FreightCar America, Inc.	200		7,680
Schindler Holding AG (Switzerland) (Note 7)	105		8,550

			16,230

Total Industrials			3,365,522

Information Technology - 7.33%
Communications Equipment - 1.93%
Alcatel-Lucent - ADR (France) (Note 7)	23,500		156,745
BigBand Networks, Inc.*	5,780		42,541
Blue Coat Systems, Inc.*	1,580		33,354
Cisco Systems, Inc.*	55,931		1,434,071
Harris Stratex Networks, Inc. - Class A*	1,460		13,855
Juniper Networks, Inc.*	18,066		498,983
Riverbed Technology, Inc.*	2,840		38,823

			2,218,372

Computers & Peripherals - 0.51%
EMC Corp.*	36,190		557,326
Rackable Systems, Inc.*	2,580		28,380

			585,706

Electronic Equipment & Instruments - 0.04%
LoJack Corp.*	2,240		22,154
Planar Systems, Inc.*	4,960		11,309
Samsung SDI Co. Ltd. (South Korea) (Note 7)	120		9,278

			42,741

Internet Software & Services - 0.94%
Google, Inc. - Class A*	1,830		1,050,951
Online Resources Corp.*	2,920		29,521

			1,080,472


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 1.20%
Atos Origin S.A.* (France) (Note 7)	170	$	10,460
Automatic Data Processing, Inc.	24,318		1,074,856
Gevity HR, Inc.	4,690		31,986
Paychex, Inc.	250		9,093
RightNow Technologies, Inc.*	1,145		13,706
Western Union Co.	10,162		233,726

			1,373,827

Office Electronics - 0.00%**
Boewe Systec AG (Germany) (Note 7)	90		3,424

Semiconductors & Semiconductor Equipment - 0.05%
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	230		6,149
Netlogic Microsystems, Inc.*	1,420		46,562
Taiwan Semiconductor Manufacturing Co. Ltd. -ADR (Taiwan) (Note 7)	737		8,284

			60,995

Software - 2.66%
Amdocs Ltd.* (Guernsey) (Note 7)	1,445		45,344
Autodesk, Inc.*	10,900		414,200
Borland Software Corp.*	6,350		11,239
Electronic Arts, Inc.*	8,080		415,878
Microsoft Corp.	32,490		926,615
Misys plc (United Kingdom) (Note 7)	1,205		3,755
Salesforce.com, Inc.*	4,212		281,067
SAP AG (Germany) (Note 7)	250		12,779
SAP AG - ADR (Germany) (Note 7)	10,630		533,945
Sonic Solutions*	4,100		37,679
Square Enix Co. Ltd. (Japan) (Note 7)	200		6,521
TIBCO Software, Inc.*	37,815		290,041
UbiSoft Entertainment S.A.* (France) (Note 7)	360		36,310
Utimaco Safeware AG (Germany) (Note 7)	2,950		41,913

			3,057,286

Total Information Technology			8,422,823

Materials - 0.98%
Chemicals - 0.04%
Arkema* (France) (Note 7)	2		116
Bayer AG (Germany) (Note 7)	330		28,162
Calgon Carbon Corp.*	1,100		15,675
The Scotts Miracle-Gro Co. - Class A	270		8,948

			52,901


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials (continued)
Containers & Packaging - 0.01%
Bemis Co., Inc.	340	$	8,942

Paper & Forest Products - 0.93%
Louisiana-Pacific Corp.	30,800		354,508
Norbord, Inc. (Canada) (Note 7)	5,770		31,635
Weyerhaeuser Co.	10,640		679,683

			1,065,826

Total Materials			1,127,669

Telecommunication Services - 0.11%
Diversified Telecommunication Services - 0.03%
France Telecom S.A. (France) (Note 7)	440		13,849
Swisscom AG - ADR (Switzerland) (Note 7)	290		10,302
Telus Corp. (Canada) (Note 7)	150		6,653

			30,804

Wireless Telecommunication Services - 0.08%
Hutchison Telecommunications International Ltd. (Hong Kong) (Note 7)	6,550		9,212
Hutchison Telecommunications International Ltd. - ADR (Hong Kong) (Note 7)	1,560		32,838
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	2,460		55,522

			97,572

Total Telecommunication Services			128,376

Utilities - 0.05%
Electric Utilities - 0.02%
E.ON AG (Germany) (Note 7)	145		29,657

Multi-Utilities - 0.01%
National Grid plc (United Kingdom) (Note 7)	740		10,306

Water Utilities - 0.02%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)	437		11,127
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)	620		10,298

			21,425

Total Utilities			61,388

TOTAL COMMON STOCKS (Identified Cost $32,730,858)			32,773,353


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	Shares/ Principal Amount		Value (Note 2)


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $215)		348	$	296


CORPORATE BONDS - 1.32%
Convertible Corporate Bonds - 0.17%
Consumer Discretionary - 0.05%
Hotels, Restaurants & Leisure - 0.03%
Carnival Corp., 2.00%, 4/15/2021	$	25,000		27,313

Media - 0.02%
Charter Communications, Inc., 6.50%, 10/1/2027		52,000		25,740

Total Consumer Discretionary				53,053

Health Care - 0.04%
Biotechnology - 0.04%
Amgen, Inc., 0.375%, 2/1/2013		60,000		51,375

Information Technology - 0.08%
Computers & Peripherals - 0.04%
EMC Corp., 1.75%, 12/1/2013		40,000		47,900

Software - 0.04%
Amdocs Ltd., 0.50%, 3/15/2024		40,000		39,650

Total Information Technology				87,550

Total Convertible Corporate Bonds (Identified Cost $228,304)				191,978

Non-Convertible Corporate Bonds - 1.15%
Consumer Discretionary - 0.27%
Automobiles - 0.04%
Ford Motor Credit Co. LLC, 5.625%, 10/1/2008		45,000		44,650

Hotels, Restaurants & Leisure - 0.05%
McDonald’s Corp., 5.80%, 10/15/2017		50,000		52,329

Media - 0.12%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		55,000		59,019
Comcast Corp., 6.50%, 11/15/2035		55,000		54,921
The Walt Disney Co., 7.00%, 3/1/2032		25,000		28,456

				142,396

Multiline Retail - 0.03%
Target Corp., 5.875%, 3/1/2012		35,000		36,531


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail - 0.03%
Lowe’s Companies, Inc., 8.25%, 6/1/2010	$	30,000	$	32,498

Total Consumer Discretionary				308,404

Consumer Staples - 0.02%
Food & Staples Retailing - 0.02%
The Kroger Co., 6.80%, 4/1/2011		20,000		21,028

Energy - 0.05%
Oil, Gas & Consumable Fuels - 0.05%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		15,000		15,426
Arch Western Finance LLC, 6.75%, 7/1/2013		45,000		45,787

Total Energy				61,213

Financials - 0.36%
Capital Markets - 0.14%
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		55,000		49,587
Lehman Brothers Holdings, Inc., 3.17%, 11/16/2009⁴		20,000		19,155
Lehman Brothers Holdings, Inc., 6.50%, 7/19/2017		20,000		19,647
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		20,000		16,870
Morgan Stanley, 5.55%, 4/27/2017		62,000		59,177

				164,436

Commercial Banks - 0.13%
PNC Bank National Association, 5.25%, 1/15/2017		65,000		59,986
U.S. Bank National Association, 6.375%, 8/1/2011		30,000		31,865
Wachovia Corp., 5.25%, 8/1/2014		55,000		54,433

				146,284

Diversified Financial Services - 0.03%
Bank of America Corp. Capital Trust VI, 5.625%, 3/8/2035		35,000		29,464

Insurance - 0.06%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		80,000		45,996
American International Group, Inc., 4.25%, 5/15/2013		30,000		29,081

				75,077

Total Financials				415,261


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 0.04%
Pharmaceuticals - 0.04%
Abbott Laboratories, 3.50%, 2/17/2009	$	15,000	$	14,984
Wyeth, 6.50%, 2/1/2034		35,000		36,615

Total Health Care				51,599

Industrials - 0.24%
Aerospace & Defense - 0.01%
Boeing Capital Corp., 6.50%, 2/15/2012		15,000		16,098

Airlines - 0.03%
Southwest Airlines Co., 5.25%, 10/1/2014		35,000		32,881

Industrial Conglomerates - 0.10%
General Electric Capital Corp., 6.75%, 3/15/2032		25,000		26,473
General Electric Co., 5.25%, 12/6/2017		90,000		89,567

				116,040

Machinery - 0.02%
John Deere Capital Corp., 5.50%, 4/13/2017		20,000		20,228

Road & Rail - 0.08%
CSX Corp., 6.00%, 10/1/2036		60,000		52,838
Union Pacific Corp., 5.65%, 5/1/2017		35,000		35,220

				88,058

Total Industrials				273,305

Information Technology - 0.06%
Communications Equipment - 0.06%
Cisco Systems, Inc., 5.50%, 2/22/2016		20,000		20,716
Corning, Inc., 6.20%, 3/15/2016		45,000		46,677

Total Information Technology				67,393

Utilities - 0.11%
Electric Utilities - 0.10%
Allegheny Energy Supply Co. LLC², 8.25%, 4/15/2012		20,000		21,300
American Electric Power Co., Inc., 5.375%, 3/15/2010		40,000		40,670
Exelon Generation Co. LLC, 5.35%, 1/15/2014		55,000		53,521

				115,491


The accompanying notes are an integral part of the financial statements.		15

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., 7.875%, 4/1/2013	$	15,000	$	16,385

Total Utilities				131,876

Total Non-Convertible Corporate Bonds (Identified Cost $1,367,211)				1,330,079

TOTAL CORPORATE BONDS (Identified Cost $1,595,515)				1,522,057


U.S. TREASURY SECURITIES - 50.90%
U.S. Treasury Bonds - 4.94%
U.S. Treasury Bond, 6.875%, 8/15/2025		170,000		218,809
U.S. Treasury Bond, 5.50%, 8/15/2028		4,835,000		5,461,659

Total U.S. Treasury Bonds (Identified Cost $5,451,627)				5,680,468

U.S. Treasury Notes - 45.96%
Interest Stripped - Principal Payment, 2/15/2009		17,000		16,752
U.S. Treasury Note, 3.50%, 11/15/2009		7,000,000		7,143,283
U.S. Treasury Note, 3.875%, 5/15/2010		8,000,000		8,265,000
U.S. Treasury Note, 5.00%, 2/15/2011		1,000,000		1,070,469
U.S. Treasury Note, 4.875%, 4/30/2011		5,000,000		5,346,485
U.S. Treasury Note, 4.00%, 11/15/2012		9,000,000		9,420,471
U.S. Treasury Note, 3.625%, 5/15/2013		5,525,000		5,678,231
U.S. Treasury Note, 4.00%, 2/15/2015		5,000,000		5,202,345
U.S. Treasury Note, 4.625%, 2/15/2017		10,000,000		10,698,440

Total U.S. Treasury Notes (Identified Cost $51,138,760)				52,841,476

TOTAL U.S. TREASURY SECURITIES (Identified Cost $56,590,387)				58,521,944


U.S. GOVERNMENT AGENCIES - 10.04%
Mortgage-Backed Securities - 8.98%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020		20,729		21,166
Fannie Mae, Pool #816064, 4.50%, 4/1/2020		153,700		152,286
Fannie Mae, Pool #863151, 4.50%, 11/1/2020		121,918		120,796
Fannie Mae, Pool #851149, 5.00%, 4/1/2021		344,745		346,960
Fannie Mae, Pool #899023, 4.50%, 1/1/2022		109,398		108,129
Fannie Mae, Pool #899287, 5.00%, 2/1/2022		107,431		108,099
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		941,709		930,786
Fannie Mae, Pool #747607, 6.50%, 11/1/2033		32,211		33,491


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	*Principal Amount*		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #790393, 6.50%, 9/1/2034	$	5,068	$	5,259
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		543,990		518,532
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		1,748,968		1,811,897
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		130,216		134,901
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		265,281		271,454
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		2,610		2,703
Fannie Mae, Pool #950248, 6.00%, 10/1/2037		186,564		190,905
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		15,491		15,829
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		98,352		97,307
Federal Home Loan Mortgage Corp., Pool #G11912, 5.50%, 3/1/2021		354,676		361,988
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		74,273		74,781
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		68,872		70,170
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022		190,229		187,787
Federal Home Loan Mortgage Corp., Pool #J06512, 5.00%, 12/1/2022		212,119		213,570
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023		116,223		118,412
Federal Home Loan Mortgage Corp., Pool #G01736, 6.50%, 9/1/2034		11,516		11,989
Federal Home Loan Mortgage Corp., Pool #A52888, 6.50%, 10/1/2036		132,516		137,425
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		384,524		378,226
Federal Home Loan Mortgage Corp., Pool #G03329, 5.50%, 7/1/2037		122,023		122,922
GNMA, Pool #365225, 9.00%, 11/15/2024		2,079		2,286
GNMA, Pool #398655, 6.50%, 5/15/2026		1,278		1,334
GNMA, Pool #452826, 9.00%, 1/15/2028		2,139		2,354
GNMA, Pool #460820, 6.00%, 6/15/2028		15,576		16,096
GNMA, Pool #458983, 6.00%, 1/15/2029		35,563		36,748
GNMA, Pool #530481, 8.00%, 8/15/2030		17,214		18,858
GNMA, Pool #577796, 6.00%, 1/15/2032		34,452		35,538
GNMA, Pool #631703, 6.50%, 9/15/2034		7,221		7,516
GNMA, Pool #003808, 6.00%, 1/20/2036		603,217		620,131
GNMA, Pool #651235, 6.50%, 2/15/2036		425,538		442,174
GNMA, Pool #003830, 5.50%, 3/20/2036		1,318,715		1,335,855
GNMA, Pool #671304, 5.50%, 6/15/2037		243,363		246,953


The accompanying notes are an integral part of the financial statements.		17

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Conservative Term Series*	Principal Amount/ Shares		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
GNMA, Pool #671531, 5.50%, 9/15/2037	$	263,899	$	267,792
GNMA, Pool #671161, 5.50%, 11/15/2037		736,185		747,045

Total Mortgage-Backed Securities (Identified Cost $10,186,330)				10,328,450

Other Agencies - 1.06%
Fannie Mae, 5.25%, 1/15/2009		15,000		15,274
Fannie Mae, 4.875%, 5/18/2012		1,135,000		1,196,055

Total Other Agencies (Identified Cost $1,159,619)				1,211,329

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $11,345,949)				11,539,779


SHORT-TERM INVESTMENTS - 7.89%
Dreyfus Treasury Cash Management - Institutional Shares		4,074,034		4,074,034
Fannie Mae Discount Note, 5/12/2008	$	5,000,000		4,996,516

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $9,070,987)				9,070,550

TOTAL INVESTMENTS - 98.65% (Identified Cost $111,333,911)				113,427,979

OTHER ASSETS, LESS LIABILITIES - 1.35%				1,550,043

NET ASSETS - 100%			$	114,978,022

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

¹Bank of New York Mellon Corp. is the parent company of Mellon Trust of New England N.A., the Fund’s custodian.

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $21,300, or 0.02%, of the Series’ net assets as of April 30, 2008. (see Note 2 to the financial statements).

³The Chairman and CEO of the company serves as a director of the Fund (see Note 2 to the financial statements).

⁴The coupon rate is a floating rate and is subject to change quarterly. The coupon rate is the rate as of April 30, 2008.


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

Statement of Assets and Liabilities - Pro-Blend^® Conservative Term Series (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $111,333,911) (Note 2)	$	113,427,979
Foreign currency, at value (cost $47)		47
Interest receivable		813,246
Receivable for fund shares sold		737,362
Receivable for securities sold		296,931
Dividends receivable		25,007
Foreign tax reclaims receivable		6,640
Prepaid expenses		4,482

TOTAL ASSETS		115,311,694

LIABILITIES:

Accrued management fees (Note 3)		55,190
Accrued shareholder services fees (Class S) (Note 3)		18,397
Accrued fund accounting and transfer agent fees (Note 3)		6,763
Accrued directors’ fees (Note 3)		892
Accrued Chief Compliance Officer service fees (Note 3)		882
Payable for securities purchased		209,233
Payable for fund shares repurchased		21,744
Audit fees payable		19,270
Due to custodian		1,301

TOTAL LIABILITIES		333,672

TOTAL NET ASSETS	$	114,978,022

NET ASSETS CONSIST OF:

Capital stock	$	95,103
Additional paid-in-capital		112,080,675
Undistributed net investment income		1,000,364
Accumulated net realized loss on investments, foreign currency and other assets and liabilities		(292,567	)
Net unrealized appreciation on investments, foreign currency and other assets and liabilities		2,094,447

TOTAL NET ASSETS	$	114,978,022

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($114,977,619/9,510,262 shares)	$	12.09

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($403/40 shares)	$	10.08


The accompanying notes are an integral part of the financial statements.		19

Statement of Operations - Pro-Blend^® Conservative Term Series (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Interest	$	1,683,089
Dividends (net of foreign tax withheld, $8,693)		319,542

Total Investment Income		2,002,631

EXPENSES:

Management fees (Note 3)		419,780
Fund accounting and transfer agent fees (Class S) (Note 3)		40,611
Shareholder services fees (Class S) (Note 3)		36,696
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		8,454
Miscellaneous		32,417

Total Expenses		546,561

NET INVESTMENT INCOME		1,456,070

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on -
Investments		(197,286	)
Foreign currency and other assets and liabilities		373

		(196,913	)


Net change in unrealized appreciation on -
Investments		(1,311,293	)
Foreign currency and other assets and liabilities		13

		(1,311,280	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(1,508,193	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(52,123	)


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

Statements of Changes in Net Assets - Pro-Blend^® Conservative Term Series


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,456,070		$	2,420,534
Net realized gain (loss) on investments and foreign currency		(196,913	)		3,892,329
Net change in unrealized appreciation on investments and foreign currency		(1,311,280	)		505,331

Net increase (decrease) from operations		(52,123	)		6,818,194

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(2,014,481	)		(1,974,662	)
From net realized gain on investments		(3,940,142	)		(1,514,456	)

Total distributions to shareholders		(5,954,623	)		(3,489,118	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		10,417,970			35,447,246

Net increase in net assets		4,411,224			38,776,322

NET ASSETS:

Beginning of period		110,566,798			71,790,476

End of period (including undistributed net investment income of $1,000,364 and $1,558,775, respectively)	$	114,978,022		$	110,566,798


The accompanying notes are an integral part of the financial statements.		21

Financial Highlights - Pro-Blend^® Conservative Term Series - Class S


	For the Six Months Ended 4/30/08 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/08 (unaudited)	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*



Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$12.74	$12.35	$11.90	$11.54	$11.32	$10.95

Income from investment operations:
Net investment income	0.15	0.30	0.28	0.17	0.18	0.17
Net realized and unrealized gain (loss) on investments	(0.15)	0.65	0.69	0.46	0.48	0.45

Total from investment operations	—	0.95	0.97	0.63	0.66	0.62


Less distributions to shareholders:
From net investment income	(0.22)	(0.31)	(0.20)	(0.18)	(0.17)	(0.21)
From net realized gain on investments	(0.43)	(0.25)	(0.32)	(0.09)	(0.27)	(0.04)

Total distributions to shareholders	(0.65)	(0.56)	(0.52)	(0.27)	(0.44)	(0.25)

Net asset value - End of period	$12.09	$12.74	$12.35	$11.90	$11.54	$11.32

Net assets - End of period (000’s omitted)	$114,978	$110,567	$71,790	$45,899	$26,844	$19,991

Total return¹	0.05%	7.95%	8.49%	5.49%	5.93%	5.75%
Ratios (to average net assets)/Supplemental Data:
Expenses*	0.96%²	0.99%	1.00%	1.00%	1.00%	1.00%
Net investment income	2.55%²	2.73%	2.65%	1.81%	1.77%	1.90%
Portfolio turnover	37%	49%	48%	60%	25%	40%

*The investment advisor did not impose all or a portion of its management fee in some periods and in some periods paid a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	N/A	0.07%	0.21%	0.32%	0.82%

²Annualized.


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

Financial Highlights - Pro-Blend^® Conservative Term Series - Class I



		For the Period 3/28/08¹to 4/30/08 (unaudited)

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

Income from investment operations:
Net investment income		0.03
Net realized and unrealized gain on investments		0.05

Total from investment operations		0.08

Net asset value - End of period		$10.08

Net assets - End of period		$403

Total return²		0.80%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70%^3,4
Net investment income		0.25%³
Portfolio turnover		37%

*The investment advisor reimbursed a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by 0.21%³.

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions.

³Annualized.

⁴See Note 3 to the financial statements.


The accompanying notes are an integral part of the financial statements.		23

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (unaudited)

Actual Expenses

The Actual lines of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the 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

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 potential wire charges on redemptions. Therefore, the Hypothetical line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/07*		Ending Account Value 4/30/08		Expenses Paid During Period 11/1/07-4/30/08¹		Annualized Expense Ratio
Class S
Actual	$	1,000.00	$	962.50	$	5.42	1.11	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.34	$	5.57	1.11	%
Class I
Actual	$	1,000.00	$	1,030.00	$	0.73	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.64	$	4.27	0.85	%

*Class I inception date was March 28, 2008.


24

Portfolio Composition - Pro-Blend^® Moderate Term Series (unaudited)

As of April 30, 2008

Asset Allocation¹

LOGO

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-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Information Technology		14.36%
Health Care		11.72%
Consumer Discretionary		8.96%
Financials		7.34%
Industrials		6.15%
Consumer Staples		3.71%
Energy		2.22%
Materials		1.87%
Utilities		0.44%
Telecommunication Services		0.26%

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

Top Ten Stock Holdings⁵


Cisco Systems, Inc.		2.31%
Google, Inc. - Class A		1.79%
Automatic Data Processing, Inc.		1.70%
Southwest Airlines Co.		1.62%
Medtronic, Inc.		1.61%
Microsoft Corp.		1.48%
Novartis AG - ADR		1.46%
United Parcel Service, Inc. - Class B		1.44%
Wachovia Corp.		1.30%
Comcast Corp. - Class A		1.28%

⁵As a percentage of total investments.


		25

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 53.41%

Consumer Discretionary - 8.24%
Auto Components - 0.04%
Hankook Tire Co. Ltd. (South Korea) (Note 7)	5,000	$	76,816
Tenneco, Inc.*	1,250		31,975

			108,791

Hotels, Restaurants & Leisure - 1.61%
Carnival Corp.	56,875		2,284,669
Club Mediterranee S.A.* (France) (Note 7)	2,590		135,871
International Game Technology	51,730		1,797,100

			4,217,640

Household Durables - 0.59%
Corporacion Geo S.A. de C.V. - Class B* (Mexico) (Note 7)	12,430		46,343
Fortune Brands, Inc.	20,000		1,352,400
KB Home	1,410		31,725
LG Electronics, Inc. (South Korea) (Note 7)	750		117,094

			1,547,562

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan) (Note 7)	500		30,057

Media - 3.43%
Charter Communications, Inc. - Class A*	474,000		507,180
Comcast Corp. - Class A*	162,523		3,339,848
The E.W. Scripps Co. - Class A	44,550		2,000,740
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	3,160		77,989
Impresa S.A. (SGPS)* (Portugal) (Note 7)	8,330		19,378
Mediacom Communications Corp. - Class A*	23,650		101,458
Mediaset S.p.A. (Italy) (Note 7)	3,735		34,202
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	1,384		70,030
Societe Television Francaise 1 (France) (Note 7)	5,030		106,963
Time Warner, Inc.	179,375		2,663,719
Wolters Kluwer N.V. (Netherlands) (Note 7)	1,995		53,762

			8,975,269

Mulitline Retail - 0.04%
Hyundai Department Store Co. Ltd. (South Korea) (Note 7)	270		28,551
Lotte Shopping Co. Ltd. (South Korea) (Note 7)	80		29,210
PPR (France) (Note 7)	325		42,654

			100,415


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail - 2.48%
The Home Depot, Inc.	84,140	$	2,423,232
KOMERI Co. Ltd. (Japan) (Note 7)	1,600		42,320
Limited Brands, Inc.	78,230		1,448,820
Lowe’s Companies, Inc.	100,010		2,519,252
Tractor Supply Co.*	895		31,826
Valora Holding AG (Switzerland) (Note 7)	150		37,648

			6,503,098

Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany) (Note 7)	810		51,864
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	480		55,023

			106,887

Total Consumer Discretionary			21,589,719

Consumer Staples - 3.65%
Beverages - 0.04%
Diageo plc (United Kingdom) (Note 7)	1,980		40,664
Kirin Holdings Co. Ltd. (Japan) (Note 7)	3,400		60,498

			101,162

Food & Staples Retailing - 0.15%
Carrefour S.A. (France) (Note 7)	1,900		134,174
Casino Guichard-Perrachon S.A. (France) (Note 7)	560		70,751
The Great Atlantic & Pacific Tea Co., Inc.*	2,420		66,598
Tesco plc (United Kingdom) (Note 7)	12,175		103,841
United Natural Foods, Inc.*	1,450		28,710

			404,074

Food Products - 2.54%
Cadbury Schweppes plc (United Kingdom) (Note 7)	15,685		181,800
Dean Foods Co.	56,170		1,305,391
Groupe Danone (France) (Note 7)	1,470		130,454
Nestle S.A. (Switzerland) (Note 7)	3,730		1,789,565
Pilgrim’s Pride Corp.	1,940		46,890
Suedzucker AG (Germany) (Note 7)	1,710		38,819
Unilever plc - ADR (United Kingdom) (Note 7)	94,454		3,172,710

			6,665,629


The accompanying notes are an integral part of the financial statements.		27

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Household Products - 0.04%
Kao Corp. (Japan) (Note 7)	700	$	18,919
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	1,430		83,527

			102,446

Personal Products - 0.88%
Clarins S.A. (France) (Note 7)	2,358		156,098
The Estee Lauder Companies, Inc. - Class A	43,750		1,995,437
L’Oreal S.A. (France) (Note 7)	790		94,000
Natura Cosmeticos S.A. (Brazil) (Note 7)	4,240		48,991

			2,294,526

Total Consumer Staples			9,567,837

Energy - 2.08%
Energy Equipment & Services - 1.91%
Baker Hughes, Inc.	27,465		2,221,369
Calfrac Well Services Ltd. (Canada) (Note 7)	5,410		131,166
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	1,030		260,262
Trican Well Service Ltd. (Canada) (Note 7)	6,430		144,911
Weatherford International Ltd.*	27,950		2,254,726

			5,012,434

Oil, Gas & Consumable Fuels - 0.17%
BP plc (United Kingdom) (Note 7)	4,640		56,364
Edge Petroleum Corp.*	11,170		58,307
Eni S.p.A. (Italy) (Note 7)	2,745		106,030
Evergreen Energy, Inc.*	3,465		5,094
Forest Oil Corp.*	850		50,090
Mariner Energy, Inc.*	691		19,044
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	1,622		64,978
Total S.A. (France) (Note 7)	820		69,058

			428,965

Total Energy			5,441,399

Financials - 6.42%
Capital Markets - 0.90%
Bank of New York Mellon Corp.¹	2,490		108,390
Daiwa Securities Group, Inc. (Japan) (Note 7)	2,000		19,833
Franklin Resources, Inc.	1,005		95,626
Macquarie Group Ltd. (Australia) (Note 7)	1,045		62,516
Merrill Lynch & Co., Inc.	3,035		151,234


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
Morgan Stanley	2,010	$	97,686
SEI Investments Co.	78,810		1,833,909

			2,369,194

Commercial Banks - 3.60%
Aareal Bank AG (Germany) (Note 7)	3,310		124,185
The Bancorp, Inc.*	7,580		83,835
BNP Paribas (France) (Note 7)	480		51,898
Boston Private Financial Holdings, Inc.	4,160		38,688
The Chugoku Bank Ltd. (Japan) (Note 7)	2,800		42,120
Commerzbank AG (Germany) (Note 7)	1,625		59,216
Credit Agricole S.A. (France) (Note 7)	1,005		33,971
The Hachijuni Bank Ltd. (Japan) (Note 7)	4,800		31,671
Hana Financial Group, Inc. (South Korea) (Note 7)	850		38,455
HSBC Holdings plc (United Kingdom) (Note 7)	5,360		93,722
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	1,505		130,619
Huntington Bancshares, Inc.	3,820		35,870
KeyCorp	1,385		33,420
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	2,800		30,809
PNC Financial Services Group, Inc.	30,780		2,134,593
Royal Bank of Scotland Group plc (United Kingdom) (Note 7)	27,170		186,359
Societe Generale (France) (Note 7)	325		38,138
Societe Generale - ADR (France) (Note 7)	3,890		91,039
Societe Generale - New shares (France) (Note 7)	81		9,384
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	4,800		43,166
SunTrust Banks, Inc.	720		40,140
TCF Financial Corp.	7,670		133,458
U.S. Bancorp	66,602		2,257,142
UniCredito Italiano S.p.A. (Italy) (Note 7)	11,610		88,458
Wachovia Corp.	116,046		3,382,741
Webster Financial Corp.	1,740		45,327
Wells Fargo & Co.	2,370		70,507
Wilmington Trust Corp.	2,920		96,010

			9,444,941


The accompanying notes are an integral part of the financial statements.		29

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Consumer Finance - 0.33%
American Express Co.	15,080	$	724,142
Capital One Financial Corp.	2,395		126,935

			851,077

Diversified Financial Services - 0.91%
Bank of America Corp.	46,620		1,750,115
Citigroup, Inc.	6,945		175,500
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	1,665		100,499
ING Groep N.V. (Netherlands) (Note 7)	1,285		49,174
JPMorgan Chase & Co.	4,630		220,619
Moody’s Corp.	2,630		97,205

			2,393,112

Insurance - 0.56%
Allianz SE (Germany) (Note 7)	1,670		340,576
American International Group, Inc.	2,860		132,132
Axa (France) (Note 7)	1,260		47,027
First American Corp.	2,060		67,568
LandAmerica Financial Group, Inc.	3,160		90,692
Muenchener Rueckver AG (Germany) (Note 7)	765		148,105
Philadelphia Consolidated Holding Corp.*	3,130		115,434
Principal Financial Group, Inc.	1,925		103,295
The Progressive Corp.	8,360		152,068
Torchmark Corp.	1,840		119,122
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	4,145		144,039

			1,460,058

Real Estate Investment Trusts (REITS) - 0.04%
Alstria Office REIT AG* (Germany) (Note 7)	5,200		100,673

Real Estate Management & Development - 0.04%
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	7,860		103,353

Thrifts & Mortgage Finance - 0.04%
First Niagara Financial Group, Inc.	2,490		35,931
Flagstar Bancorp, Inc.	7,650		46,818
IndyMac Bancorp, Inc.	9,160		29,770

			112,519

Total Financials			16,834,927


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care - 11.38%
Biotechnology - 1.28%
Amgen, Inc.*	39,825	$	1,667,473
Applera Corp. - Celera Group*	20,470		273,889
Crucell NV - ADR* (Netherlands) (Note 7)	7,170		133,577
Genzyme Corp.*	15,570		1,095,349
Medarex, Inc.*	10,920		78,296
Monogram Biosciences, Inc.*	73,795		81,175
Senomyx, Inc.*	5,220		31,320

			3,361,079

Health Care Equipment & Supplies - 3.51%
Abaxis, Inc.*	4,120		104,978
Advanced Medical Optics, Inc.*	7,000		147,000
Alsius Corp.*³	25,695		23,125
AtriCure, Inc.*	6,100		81,496
Beckman Coulter, Inc.	2,660		181,678
Carl Zeiss Meditec AG (Germany) (Note 7)	10,240		149,645
The Cooper Companies, Inc.	41,404		1,449,140
Covidien Ltd. (Bermuda) (Note 7)	6,910		322,628
Dexcom, Inc.*	15,750		121,275
Edwards Lifesciences Corp.*	1,725		95,599
ev3, Inc.*	47,415		394,019
Gen-Probe, Inc.*	3,000		169,080
Hansen Medical, Inc.*	2,490		43,450
Inverness Medical Innovations, Inc.*	9,060		335,220
Medtronic, Inc.	86,439		4,207,851
Micrus Endovascular Corp.*	6,235		70,954
Nobel Biocare Holding AG (Switzerland) (Note 7)	1,950		70,628
OraSure Technologies, Inc.*	22,240		143,670
ResMed, Inc.*	1,685		72,657
Sirona Dental Systems, Inc.*	9,240		247,355
SonoSite, Inc.*	4,610		147,013
STAAR Surgical Co.*	26,740		62,839
Straumann Holding AG (Switzerland) (Note 7)	420		112,511
Synthes, Inc. (Switzerland) (Note 7)	2,160		297,758
Thoratec Corp.*	8,860		141,671

			9,193,240

Health Care Providers & Services - 0.97%
Diagnosticos da America S.A. (Brazil) (Note 7)	13,930		316,877
Quest Diagnostics, Inc.	36,240		1,818,523
Sonic Healthcare Ltd. (Australia) (Note 7)	17,680		254,332


The accompanying notes are an integral part of the financial statements.		31

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Tenet Healthcare Corp.*	24,330	$	155,712

			2,545,444

Health Care Technology - 0.91%
Cerner Corp.*	44,030		2,037,268
Eclipsys Corp.*	16,523		343,183

			2,380,451

Life Sciences Tools & Services - 1.98%
Affymetrix, Inc.*	47,000		512,770
Caliper Life Sciences, Inc.*	54,758		199,867
Exelixis, Inc.*	24,730		188,195
Lonza Group AG (Switzerland) (Note 7)	860		117,556
Luminex Corp.*	13,980		272,750
Millipore Corp.*	21,170		1,484,017
PerkinElmer, Inc.	88,689		2,355,580
QIAGEN N.V.* (Netherlands) (Note 7)	2,420		53,748

			5,184,483

Pharmaceuticals - 2.73%
AstraZeneca plc (United Kingdom) (Note 7)	240		10,154
AstraZeneca plc - ADR (United Kingdom) (Note 7)	790		33,164
Barr Pharmaceuticals, Inc.*	3,000		150,690
GlaxoSmithKline plc (United Kingdom) (Note 7)	1,950		43,459
Johnson & Johnson	43,560		2,922,440
Novartis AG - ADR (Switzerland) (Note 7)	75,740		3,811,994
Sanofi-Aventis (France) (Note 7)	390		30,537
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,900		46,965
Shire plc (United Kingdom) (Note 7)	3,905		72,706
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	700		36,963

			7,159,072

Total Health Care			29,823,769

Industrials - 5.45%
Aerospace & Defense - 0.06%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	3,850		160,468

Air Freight & Logistics - 2.27%
Deutsche Post AG (Germany) (Note 7)	1,430		44,765


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics (continued)
FedEx Corp.	21,170	$	2,029,568
TNT N.V. (Netherlands) (Note 7)	3,200		124,655
United Parcel Service, Inc. - Class B	51,710		3,744,321

			5,943,309

Airlines - 2.08%
AirTran Holdings, Inc.*	6,430		21,926
AMR Corp.*	580		5,087
Continental Airlines, Inc. - Class B*	1,515		27,240
Deutsche Lufthansa AG (Germany) (Note 7)	3,875		102,790
JetBlue Airways Corp.*	209,716		1,056,969
Southwest Airlines Co.	319,480		4,229,915

			5,443,927

Building Products - 0.03%
Owens Corning, Inc.*	4,520		95,417

Commercial Services & Supplies - 0.05%
Pitney Bowes, Inc.	3,600		129,996

Electrical Equipment - 0.02%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	2,135		65,480

Industrial Conglomerates - 0.89%
3M Co.	27,396		2,106,752
Siemens AG (Germany) (Note 7)	1,540		182,615
Sonae Capital* (Portugal) (Note 7)	2,074		5,084
Sonae S.A. (SGPS) (Portugal) (Note 7)	16,575		29,631

			2,324,082

Machinery - 0.05%
FANUC Ltd. (Japan) (Note 7)	400		42,051
FreightCar America, Inc.	1,150		44,160
Schindler Holding AG (Switzerland) (Note 7)	635		51,706

			137,917

Total Industrials			14,300,596

Information Technology - 13.94%
Communications Equipment - 3.33%
BigBand Networks, Inc.*	31,610		232,650
Blue Coat Systems, Inc.*	8,290		175,002
Cisco Systems, Inc.*	234,501		6,012,606
Harris Stratex Networks, Inc. - Class A*	8,630		81,899
Juniper Networks, Inc.*	74,787		2,065,617


The accompanying notes are an integral part of the financial statements.		33

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Communications Equipment (continued)
Riverbed Technology, Inc.*	12,550	$	171,558

			8,739,332

Computers & Peripherals - 0.87%
EMC Corp.*	137,860		2,123,044
Rackable Systems, Inc.*	14,880		163,680

			2,286,724

Electronic Equipment & Instruments - 0.08%
KEYENCE Corp. (Japan) (Note 7)	110		27,995
LoJack Corp.*	12,045		119,125
Samsung SDI Co. Ltd. (South Korea) (Note 7)	720		55,666

			202,786

Internet Software & Services - 1.84%
Google, Inc. - Class A*	8,130		4,668,978
Online Resources Corp.*	16,710		168,938

			4,837,916

IT Services - 2.77%
Atos Origin S.A.* (France) (Note 7)	920		56,609
Automatic Data Processing, Inc.	100,058		4,422,564
Gevity HR, Inc.	27,280		186,050
Paychex, Inc.	1,440		52,373
RightNow Technologies, Inc.*	5,925		70,922
Western Union Co.	107,055		2,462,265

			7,250,783

Office Electronics - 0.01%
Boewe Systec AG (Germany) (Note 7)	530		20,166

Semiconductors & Semiconductor Equipment - 0.13%
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	1,400		37,430
Netlogic Microsystems, Inc.*	7,760		254,450
Taiwan Semiconductor Manufacturing Co. Ltd. -ADR (Taiwan) (Note 7)	5,234		58,830

			350,710

Software - 4.91%
Amdocs Ltd.* (Guernsey) (Note 7)	8,755		274,732
Autodesk, Inc.*	44,300		1,683,400
Electronic Arts, Inc.*	36,800		1,894,096
Microsoft Corp.	135,280		3,858,186


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Software (continued)
Misys plc (United Kingdom) (Note 7)	11,500	$	35,838
Salesforce.com, Inc.*	16,490		1,100,378
SAP AG (Germany) (Note 7)	1,370		70,030
SAP AG - ADR (Germany) (Note 7)	40,280		2,023,264
Sonic Solutions*	21,490		197,493
Square Enix Co. Ltd. (Japan) (Note 7)	1,500		48,908
TIBCO Software, Inc.*	155,415		1,192,033
UbiSoft Entertainment S.A.* (France) (Note 7)	2,420		244,082
Utimaco Safeware AG (Germany) (Note 7)	17,130		243,381

			12,865,821

Total Information Technology			36,554,238

Materials - 1.82%
Chemicals - 0.13%
Arkema* (France) (Note 7)	20		1,159
Bayer AG (Germany) (Note 7)	2,545		217,193
Calgon Carbon Corp.*	6,025		85,856
The Scotts Miracle-Gro Co. - Class A	1,170		38,774
Tronox, Inc. - Class A	534		1,709

			344,691

Containers & Packaging - 0.01%
Bemis Co., Inc.	1,570		41,291

Paper & Forest Products - 1.68%
Louisiana-Pacific Corp.	115,540		1,329,865
Norbord, Inc. (Canada) (Note 7)	25,800		141,454
Weyerhaeuser Co.	45,810		2,926,343

			4,397,662

Total Materials			4,783,644

Telecommunication Services - 0.26%
Diversified Telecommunication Services - 0.07%
France Telecom S.A. (France) (Note 7)	2,570		80,893
Swisscom AG - ADR (Switzerland) (Note 7)	1,795		63,766
Telus Corp. (Canada) (Note 7)	810		35,923

			180,582

Wireless Telecommunication Services - 0.19%
Hutchison Telecommunications International Ltd. (Hong Kong) (Note 7)	34,820		48,971
Hutchison Telecommunications International Ltd. - ADR (Hong Kong) (Note 7)	9,170		193,028


The accompanying notes are an integral part of the financial statements.		35

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Shares/* *Principal Amount*		Value (Note 2)


COMMON STOCKS (continued)

Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)		11,220	$	253,235

				495,234

Total Telecommunication Services				675,816

Utilities - 0.17%
Electric Utilities - 0.07%
E.ON AG (Germany) (Note 7)		890		182,032

Multi-Utilities - 0.05%
National Grid plc (United Kingdom) (Note 7)		4,850		67,545
Suez S.A. (France) (Note 7)		1,005		71,395

				138,940

Water Utilities - 0.05%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)		2,622		66,761
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)		3,710		61,621

				128,382

Total Utilities				449,354

TOTAL COMMON STOCKS (Identified Cost $137,675,059)				140,021,299


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $5,086)		10,455		8,887


CORPORATE BONDS - 3.32%
Convertible Corporate Bonds - 0.58%
Consumer Discretionary - 0.14%
Hotels, Restaurants & Leisure - 0.07%
Carnival Corp., 2.00%, 4/15/2021	$	175,000		191,187

Media - 0.07%
Charter Communications, Inc., 6.50%, 10/1/2027		342,000		169,290

Total Consumer Discretionary				360,477

Health Care - 0.17%
Biotechnology - 0.13%
Amgen, Inc., 0.375%, 2/1/2013		400,000		342,500


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Convertible Corporate Bonds (continued)
Health Care Equipment & Supplies - 0.04%
Medtronic, Inc., 1.625%, 4/15/2013	$	90,000	$	93,150

Total Health Care				435,650

Industrials - 0.07%
Airlines - 0.07%
JetBlue Airways Corp., 3.75%, 3/15/2035		270,000		197,775

Information Technology - 0.20%
Computers & Peripherals - 0.10%
EMC Corp., 1.75%, 12/1/2013		215,000		257,462

Software - 0.10%
Amdocs Ltd., 0.50%, 3/15/2024		270,000		267,638

Total Information Technology				525,100

Total Convertible Corporate Bonds (Identified Cost $1,831,879)				1,519,002

Non-Convertible Corporate Bonds - 2.74%
Consumer Discretionary - 0.54%
Automobiles - 0.09%
Ford Motor Credit Co. LLC, 5.625%, 10/1/2008		240,000		238,132

Hotels, Restaurants & Leisure - 0.10%
McDonald’s Corp., 5.80%, 10/15/2017		255,000		266,876

Media - 0.26%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		190,000		203,885
Comcast Corp., 6.50%, 11/15/2035		280,000		279,601
The Walt Disney Co., 7.00%, 3/1/2032		160,000		182,122

				665,608

Multiline Retail - 0.05%
Target Corp., 5.875%, 3/1/2012		135,000		140,905

Specialty Retail - 0.04%
Lowe’s Companies, Inc., 8.25%, 6/1/2010		100,000		108,325

Total Consumer Discretionary				1,419,846

Consumer Staples - 0.04%
Food & Staples Retailing - 0.04%
The Kroger Co., 7.25%, 6/1/2009		55,000		56,200
The Kroger Co., 6.80%, 4/1/2011		55,000		57,827

Total Consumer Staples				114,027


The accompanying notes are an integral part of the financial statements.		37

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy - 0.14%
Oil, Gas & Consumable Fuels - 0.14%
Anadarko Petroleum Corp., 5.95%, 9/15/2016	$	90,000	$	92,557
Arch Western Finance LLC, 6.75%, 7/1/2013		260,000		264,550

Total Energy				357,107

Financials - 0.88%
Capital Markets - 0.31%
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		320,000		288,506
Lehman Brothers Holdings, Inc., 3.17%, 11/16/2009⁴		80,000		76,620
Lehman Brothers Holdings, Inc., 6.50%, 7/19/2017		120,000		117,882
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		110,000		92,788
Morgan Stanley, 5.55%, 4/27/2017		252,000		240,525

				816,321

Commercial Banks - 0.35%
PNC Bank National Association, 5.25%, 1/15/2017		390,000		359,917
U.S. Bank National Association, 6.375%, 8/1/2011		315,000		334,579
Wachovia Corp., 5.25%, 8/1/2014		230,000		227,627

				922,123

Diversified Financial Services - 0.08%
Bank of America Corp. Capital Trust VI, 5.625%, 3/8/2035		240,000		202,040

Insurance - 0.14%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		425,000		244,352
American International Group, Inc., 4.25%, 5/15/2013		125,000		121,171

				365,523

Total Financials				2,306,007

Health Care - 0.11%
Pharmaceuticals - 0.11%
Abbott Laboratories, 3.50%, 2/17/2009		90,000		89,905
Wyeth, 6.50%, 2/1/2034		200,000		209,230

Total Health Care				299,135


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials - 0.59%
Aerospace & Defense - 0.03%
Boeing Capital Corp., 6.50%, 2/15/2012	$	80,000	$	85,855

Air Freight & Logistics - 0.03%
FedEx Corp., 3.50%, 4/1/2009		90,000		89,751

Airlines - 0.07%
Southwest Airlines Co., 5.25%, 10/1/2014		190,000		178,499

Industrial Conglomerates - 0.22%
General Electric Capital Corp., 6.75%, 3/15/2032		200,000		211,781
General Electric Co., 5.25%, 12/6/2017		370,000		368,219

				580,000

Machinery - 0.05%
John Deere Capital Corp., 5.50%, 4/13/2017		120,000		121,370

Road & Rail - 0.19%
CSX Corp., 6.00%, 10/1/2036		350,000		308,221
Union Pacific Corp., 5.65%, 5/1/2017		180,000		181,132

				489,353

Total Industrials				1,544,828

Information Technology - 0.14%
Communications Equipment - 0.14%
Cisco Systems, Inc., 5.50%, 2/22/2016		120,000		124,296
Corning, Inc., 6.20%, 3/15/2016		230,000		238,573

Total Information Technology				362,869

Materials - 0.04%
Metals & Mining - 0.04%
Alcoa, Inc., 5.87%, 2/23/2022		105,000		99,846

Utilities - 0.26%
Electric Utilities - 0.24%
Allegheny Energy Supply Co. LLC², 8.25%, 4/15/2012		80,000		85,200
American Electric Power Co., Inc., 5.375%, 3/15/2010		235,000		238,937
Exelon Generation Co. LLC, 5.35%, 1/15/2014		315,000		306,531

				630,668


The accompanying notes are an integral part of the financial statements.		39

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., 7.875%, 4/1/2013	$	50,000	$	54,616

Total Utilities				685,284

Total Non-Convertible Corporate Bonds (Identified Cost $7,386,353)				7,188,949

TOTAL CORPORATE BONDS (Identified Cost $9,218,232)				8,707,951


U.S. TREASURY SECURITIES - 14.81%
U.S. Treasury Bonds - 7.57%
U.S. Treasury Bond, 5.50%, 8/15/2028 (Identified Cost $17,978,478)		17,575,000		19,852,878

U.S. Treasury Notes - 7.24%
U.S. Treasury Note, 4.50%, 11/15/2010 (Identified Cost $17,865,790)		18,000,000		18,980,154

TOTAL U.S. TREASURY SECURITIES (Identified Cost $35,844,268)				38,833,032


U.S. GOVERNMENT AGENCIES - 10.16%
Mortgage-Backed Securities - 6.55%
Fannie Mae, Pool #545883, 5.50%, 9/1/2017		119,511		122,407
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		270,824		268,333
Fannie Mae, Pool #911750, 4.50%, 12/1/2021		457,985		452,673
Fannie Mae, Pool #908642, 5.00%, 1/1/2022		25,669		25,834
Fannie Mae, Pool #912771, 5.00%, 3/1/2022		731,688		736,389
Fannie Mae, Pool #786281, 6.50%, 7/1/2034		129,254		134,147
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		3,649,760		3,478,952
Fannie Mae, Pool #872535, 6.50%, 6/1/2036		186,426		193,134
Fannie Mae, Pool #906666, 6.50%, 12/1/2036		746,245		773,096
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		1,602,070		1,639,347
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		103,269		105,527
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		703,007		695,531
Federal Home Loan Mortgage Corp., Pool #J04222, 5.00%, 1/1/2022		500,454		503,876
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		198,607		199,965
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		491,345		500,602


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Moderate Term Series*	Principal Amount/ Shares		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022	$	1,134,613	$	1,120,051
Federal Home Loan Mortgage Corp., Pool #J06711, 5.00%, 1/1/2023		1,303,579		1,312,493
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023		693,674		706,743
Federal Home Loan Mortgage Corp., Pool #G01736, 6.50%, 9/1/2034		76,772		79,929
Federal Home Loan Mortgage Corp., Pool #A52716, 6.50%, 10/1/2036		970,382		1,006,331
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		2,328,999		2,290,852
Federal Home Loan Mortgage Corp., Pool #G03329, 5.50%, 7/1/2037		736,943		742,375
GNMA, Pool #286310, 9.00%, 2/15/2020		1,850		2,027
GNMA, Pool #288873, 9.50%, 8/15/2020		127		142
GNMA, Pool #550290, 6.50%, 8/15/2031		68,503		71,579

Total Mortgage-Backed Securities (Identified Cost $16,910,127)				17,162,335

Other Agencies - 3.61%
Fannie Mae, 5.25%, 1/15/2009		5,000		5,092
Fannie Mae, 6.375%, 6/15/2009		10,000		10,413
Fannie Mae, 4.875%, 5/18/2012		8,980,000		9,463,061

Total Other Agencies (Identified Cost $9,076,148)				9,478,566

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $25,986,275)				26,640,901


SHORT-TERM INVESTMENTS - 17.75%
Dreyfus Treasury Cash Management - Institutional Shares		10,548,475		10,548,475
Fannie Mae Discount Note, 5/12/2008	$	18,000,000		17,987,631
Federal Home Loan Bank Discount Note, 5/12/2008		18,000,000		17,987,015

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $46,522,735)				46,523,121

TOTAL INVESTMENTS - 99.45% (Identified Cost $255,251,655)				260,735,191

OTHER ASSETS, LESS LIABILITIES - 0.55%				1,438,067

NET ASSETS - 100%			$	262,173,258


The accompanying notes are an integral part of the financial statements.		41

Investment Portfolio - April 30, 2008 (unaudited)

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

¹Bank of New York Mellon Corp. is the parent company of Mellon Trust of New England N.A., the Fund’s custodian.

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $85,200, or 0.03%, of the Series’ net assets as of April 30, 2008, (see Note 2 to the financial statements).

³The Chairman and CEO of the company serves as a director of the Fund (see Note 2 to the financial statements).

⁴The coupon rate is a floating rate and is subject to change quarterly. The coupon rate stated is the rate as of April 30, 2008.


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

Statement of Assets and Liabilities - Pro-Blend^® Moderate Term Series (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $255,251,655) (Note 2)	$	260,735,191
Foreign currency, at value (cost $182)		182
Receivable for securities sold		1,393,916
Interest receivable		951,690
Receivable for fund shares sold		396,967
Dividends receivable		124,745
Foreign tax reclaims receivable		62,084
Prepaid expenses		5,854

TOTAL ASSETS		263,670,629

LIABILITIES:

Accrued management fees (Note 3)		158,113
Accrued shareholder services fees - (Class S) (Note 3)		52,704
Accrued fund accounting and transfer agent fees (Note 3)		13,358
Accrued director’s fees (Note 3)		889
Accrued Chief Compliance Officer service fees (Note 3)		882
Payable for securities purchased		1,180,229
Payable for fund shares repurchased		62,909
Audit fees payable		21,139
Due to custodian		7,148

TOTAL LIABILITIES		1,497,371

TOTAL NET ASSETS	$	262,173,258

NET ASSETS CONSIST OF:

Capital stock	$	210,328
Additional paid-in-capital		257,566,495
Undistributed net investment income		2,150,467
Accumulated net realized loss on investments, foreign currency and other assets and liabilities		(3,245,096	)
Net unrealized appreciation on investments, foreign currency and other assets and liabilities		5,491,064

TOTAL NET ASSETS	$	262,173,258

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($262,172,846/21,032,747 shares)	$	12.46

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($412/40 shares)	$	10.30


The accompanying notes are an integral part of the financial statements.		43

Statement of Operations - Pro-Blend^® Moderate Term Series (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Interest	$	3,250,846
Dividends (net of foreign tax withheld, $59,454)		1,626,132

Total Investment Income		4,876,978

EXPENSES:

Management fees (Note 3)		1,523,842
Shareholder services fees (Class S) (Note 3)		105,002
Fund accounting and transfer agent fees (Note 3)		104,355
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		16,558
Miscellaneous		38,921

Total Expenses		1,797,281

NET INVESTMENT INCOME		3,079,697

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on -
Investments		(2,718,352	)
Foreign currency and other assets and liabilities		1,743

		(2,716,609	)


Net change in unrealized appreciation on -
Investments		(16,896,698	)
Foreign currency and other assets and liabilities		4,148

		(16,892,550	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(19,609,159	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(16,529,462	)


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

Statements of Changes in Net Assets - Pro-Blend^® Moderate Term Series


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,079,697		$	6,244,760
Net realized gain (loss) on investments and foreign currency		(2,716,609	)		27,548,500
Net change in unrealized appreciation on investments and foreign currency		(16,892,550	)		1,135,497

Net increase (decrease) from operations		(16,529,462	)		34,928,757

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,920,139	)		(5,170,958	)
From net realized gain on investments		(27,806,987	)		(12,523,112	)

Total distributions to shareholders		(32,727,126	)		(17,694,070	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(67,955,511	)		65,054,580

Net increase (decrease) in net assets		(117,212,099	)		82,289,267

NET ASSETS:

Beginning of period		379,385,357			297,096,090

End of period (including undistributed net investment income of $2,150,467 and $3,990,909 respectively)	$	262,173,258		$	379,385,357


The accompanying notes are an integral part of the financial statements.		45

Financial Highlights - Pro-Blend^® Moderate Term Series - Class S


	For the Six Months Ended 4/30/08 *(unaudited)*	*For the Years Ended*
	For the Six Months Ended 4/30/08 *(unaudited)*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*



Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$14.18	$13.55	$12.75	$11.81	$11.07	$10.05

Income (loss) from investment operations:
Net investment income	0.13	0.24	0.20	0.11	0.11	0.10
Net realized and unrealized gain (loss) on investments	(0.65)	1.19	1.36	1.16	0.85	1.08

Total from investment operations	(0.52)	1.43	1.56	1.27	0.96	1.18


Less distributions to shareholders:
From net investment income	(0.18)	(0.23)	(0.14)	(0.11)	(0.10)	(0.16)
From net realized gain on investments	(1.02)	(0.57)	(0.62)	(0.22)	(0.12)	—

Total distributions to shareholders	(1.20)	(0.80)	(0.76)	(0.33)	(0.22)	(0.16)

Net asset value - End of period	$12.46	$14.18	$13.55	$12.75	$11.81	$11.07

Net assets - End of period (000’s omitted)	$262,173	$379,385	$297,096	$191,022	$95,756	$69,393

Total return¹	(3.75%)	10.91%	12.88%	10.94%	8.76%	11.87%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.11%²	1.11%	1.16%	1.20%	1.20%	1.20%
Net investment income	1.90%²	1.86%	1.75%	1.09%	1.00%	1.05%
Portfolio turnover	33%	78%	72%	77%	42%	60%

*The investment advisor did not impose all of its management fee in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	N/A	N/A	0.01%	0.08%	0.13%

¹Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower

had certain expenses not been waived during certain periods.

²Annualized.


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

Financial Highlights - Pro-Blend^® Moderate Term Series - Class I



		For the Period 3/28/08¹ to 4/30/08 (unaudited)

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

Income from investment operations:
Net investment income		0.03
Net realized and unrealized gain on investments		0.27

Total from investment operations		0.30

Net asset value - End of period		$10.30

Net assets - End of period		$412

Total return²		3.00%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85%^3,4
Net investment income		2.89%³
Portfolio turnover		33%

*The investment advisor reimbursed a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by 0.06%³.

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions.

³Annualized.

⁴See Note 3 to the financial statements.


The accompanying notes are an integral part of the financial statements.		47

Shareholder Expense Example - Pro-Blend^® Extended Term Series (unaudited)

Actual Expenses

The Actual lines of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the 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

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 potential wire charges on redemptions. Therefore, the Hypothetical line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/07*		Ending Account Value 4/30/08		Expenses Paid During Period 11/1/07-4/30/08¹		Annualized Expense Ratio
Class S
Actual	$	1,000.00	$	945.40	$	5.32	1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.39	$	5.52	1.10	%
Class I
Actual	$	1,000.00	$	1,037.00	$	0.73	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.64	$	4.27	0.85	%

*Class I inception date was March 28, 2008.


48

Portfolio Composition - Pro-Blend^® Extended Term Series (unaudited)

As of April 30, 2008

Asset Allocation¹

LOGO

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-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Sector Allocation⁴


Information Technology		17.81%
Health Care		14.32%
Consumer Discretionary		11.10%
Financials		8.97%
Industrials		7.02%
Consumer Staples		4.79%
Energy		2.90%
Materials		2.08%
Utilities		0.57%
Telecommunication Services		0.25%

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

Top Ten Stock Holdings⁵


Cisco Systems, Inc.		2.98%
Automatic Data Processing, Inc.		2.21%
Medtronic, Inc.		2.12%
Southwest Airlines Co.		2.01%
Google, Inc. - Class A		1.97%
Microsoft Corp.		1.90%
Novartis AG - ADR (Switzerland)		1.89%
United Parcel Service, Inc. - Class B		1.89%
Unilever plc - ADR (United Kingdom)		1.67%
Comcast Corp. - Class A		1.60%

⁵As a percentage of total investments.


		49

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 67.92%

Consumer Discretionary - 10.62%
Auto Components - 0.06%
Hankook Tire Co. Ltd. (South Korea) (Note 7)	15,560	$	239,050
Tenneco, Inc.*	4,050		103,599

			342,649

Hotels, Restaurants & Leisure - 1.97%
Carnival Corp.	144,785		5,816,013
Club Mediterranee S.A.* (France) (Note 7)	5,750		301,644
International Game Technology	132,430		4,600,618

			10,718,275

Household Durables - 0.42%
Corporacion Geo S.A. de C.V. - Class B* (Mexico) (Note 7)	38,100		142,048
Fortune Brands, Inc.	24,500		1,656,690
KB Home	4,320		97,200
LG Electronics, Inc. (South Korea) (Note 7)	2,410		376,262

			2,272,200

Leisure Equipment & Products - 0.02%
Sankyo Co. Ltd. (Japan) (Note 7)	1,400		84,159

Media - 4.76%
Acme Communications, Inc.	20,450		35,787
Charter Communications, Inc. - Class A*	1,463,790		1,566,255
Comcast Corp - Class A*	434,184		8,922,481
The E.W. Scripps Co. - Class A	125,645		5,642,717
Grupo Televisa S.A. - ADR (Mexico) (Note 7)	9,660		238,409
Impresa S.A. (SGPS)* (Portugal) (Note 7)	32,800		76,304
Mediacom Communications Corp. - Class A*	72,740		312,055
Mediaset S.p.A. (Italy) (Note 7)	11,825		108,282
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	7,379		373,377
Societe Television Francaise 1 (France) (Note 7)	15,330		325,992
Time Warner, Inc.	551,580		8,190,963
Wolters Kluwer N.V. (Netherlands) (Note 7)	7,425		200,090

			25,992,712

Multiline Retail - 0.03%
PPR (France) (Note 7)	1,200		157,492

Specialty Retail - 3.30%
The Home Depot, Inc.	232,460		6,694,848
KOMERI Co. Ltd. (Japan) (Note 7)	3,900		103,155
Limited Brands, Inc.	221,010		4,093,105
Lowe’s Companies, Inc.	274,360		6,911,128


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Specialty Retail (continued)
Tractor Supply Co.*	2,880	$	102,413
Valora Holding AG (Switzerland) (Note 7)	450		112,945

			18,017,594

Textiles, Apparel & Luxury Goods - 0.06%
Adidas AG (Germany) (Note 7)	2,580		165,195
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	1,575		180,544

			345,739

Total Consumer Discretionary			57,930,820

Consumer Staples - 4.85%
Beverages - 0.07%
Diageo plc (United Kingdom) (Note 7)	8,825		181,241
Kirin Holdings Co. Ltd. (Japan) (Note 7)	12,000		213,523

			394,764

Food & Staples Retailing - 0.15%
Casino Guichard-Perrachon S.A. (France) (Note 7)	1,710		216,043
The Great Atlantic & Pacific Tea Co., Inc.*	6,750		185,760
Tesco plc (United Kingdom) (Note 7)	36,650		312,588
United Natural Foods, Inc.*	4,380		86,724

			801,115

Food Products - 3.55%
Cadbury Schweppes plc (United Kingdom) (Note 7)	41,500		481,014
Dean Foods Co.	174,330		4,051,429
Groupe Danone (France) (Note 7)	4,100		363,853
Nestle S.A. (Switzerland) (Note 7)	10,225		4,905,710
Pilgrim’s Pride Corp.	5,400		130,518
Suedzucker AG (Germany) (Note 7)	4,250		96,481
Unilever plc - ADR (United Kingdom) (Note 7)	277,608		9,324,853

			19,353,858

Household Products - 0.06%
Kao Corp. (Japan) (Note 7)	3,000		81,081
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	4,125		240,944

			322,025

Personal Products - 1.02%
Clarins S.A. (France) (Note 7)	4,710		311,799


The accompanying notes are an integral part of the financial statements.		51

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Personal Products (continued)
The Estee Lauder Companies, Inc. - Class A	112,620	$	5,136,598
L’Oreal S.A. (France) (Note 7)	1,270		151,114

			5,599,511

Total Consumer Staples			26,471,273

Energy - 2.82%
Energy Equipment & Services - 2.55%
Baker Hughes, Inc.	76,850		6,215,628
Calfrac Well Services Ltd. (Canada) (Note 7)	16,720		405,379
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	985		248,891
Trican Well Service Ltd. (Canada) (Note 7)	19,680		443,523
Weatherford International Ltd.*	81,980		6,613,327

			13,926,748

Oil, Gas & Consumable Fuels - 0.27%
BP plc (United Kingdom) (Note 7)	13,825		167,937
Edge Petroleum Corp.*	34,180		178,420
Eni S.p.A. (Italy) (Note 7)	10,575		408,477
Evergreen Energy, Inc.*	10,975		16,133
Forest Oil Corp.*	3,200		188,576
Mariner Energy, Inc.*	2,589		71,353
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	4,679		187,443
Total S.A. (France) (Note 7)	2,700		227,385

			1,445,724

Total Energy			15,372,472

Financials - 8.26%
Capital Markets - 1.21%
Bank of New York Mellon Corp.¹	7,400		322,122
Daiwa Securities Group, Inc. (Japan) (Note 7)	6,000		59,498
Franklin Resources, Inc.	2,335		222,175
Macquarie Group Ltd. (Australia) (Note 7)	3,275		195,924
Merrill Lynch & Co., Inc.	8,185		407,859
Morgan Stanley	6,585		320,031
SEI Investments Co.	218,320		5,080,306

			6,607,915

Commercial Banks - 4.76%
Aareal Bank AG (Germany) (Note 7)	10,265		385,124
Banca Monte dei Paschi di Siena S.p.A. (Italy) (Note 7)	10,950		37,484


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Commercial Banks (continued)
Banca Monte dei Paschi di Siena S.p.A. - Rights (Italy) (Note 7)	10,950	$	7,659
The Bancorp, Inc.*	23,370		258,472
BNP Paribas (France) (Note 7)	1,550		167,587
Boston Private Financial Holdings, Inc.	13,125		122,062
The Chugoku Bank Ltd. (Japan) (Note 7)	10,000		150,428
Commerzbank AG (Germany) (Note 7)	4,775		174,005
Credit Agricole S.A. (France) (Note 7)	3,800		128,449
The Hachijuni Bank Ltd. (Japan) (Note 7)	18,000		118,765
HSBC Holdings plc (United Kingdom) (Note 7)	16,350		285,887
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	4,710		408,781
Huntington Bancshares, Inc.	11,850		111,271
Intesa Sanpaolo (Italy) (Note 7)	9,422		70,648
KeyCorp	2,075		50,070
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	12,000		132,038
PNC Financial Services Group, Inc.	86,000		5,964,100
Royal Bank of Scotland Group plc (United Kingdom) (Note 7)	79,965		548,479
Societe Generale (France) (Note 7)	805		94,465
Societe Generale - ADR (France) (Note 7)	12,015		281,192
Societe Generale - New Shares (France) (Note 7)	201		23,286
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	18,000		161,874
SunTrust Banks, Inc.	2,300		128,225
TCF Financial Corp.	20,365		354,351
U.S. Bancorp	191,050		6,474,684
UniCredito Italiano S.p.A. (Italy) (Note 7)	29,175		222,289
Wachovia Corp.	287,800		8,389,370
Webster Financial Corp.	5,330		138,846
Wells Fargo & Co.	8,340		248,115
Wilmington Trust Corp.	9,040		297,235

			25,935,241

Consumer Finance - 0.06%
Capital One Financial Corp.	6,385		338,405

Diversified Financial Services - 1.26%
Bank of America Corp.	128,300		4,816,382
Citigroup, Inc.	20,045		506,537
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	5,180		312,665


The accompanying notes are an integral part of the financial statements.		53

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Diversified Financial Services (continued)
ING Groep N.V. (Netherlands) (Note 7)	4,650	$	177,944
JPMorgan Chase & Co.	15,485		737,860
Moody’s Corp.	8,140		300,854

			6,852,242

Insurance - 0.79%
Allianz SE (Germany) (Note 7)	4,860		991,137
American International Group, Inc.	8,660		400,092
Axa (France) (Note 7)	4,550		169,820
First American Corp.	6,550		214,840
LandAmerica Financial Group, Inc.	8,790		252,273
Muenchener Rueckver AG (Germany) (Note 7)	2,275		440,444
Philadelphia Consolidated Holding Corp.*	9,510		350,729
Principal Financial Group, Inc.	5,915		317,399
The Progressive Corp.	25,810		469,484
Torchmark Corp.	5,655		366,105
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	10,235		355,666

			4,327,989

Real Estate Investment Trusts (REITS) - 0.06%
Alstria Office REIT AG* (Germany) (Note 7)	16,120		312,086

Real Estate Management & Development - 0.06%
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	25,040		329,256

Thrifts & Mortgage Finance - 0.06%
First Niagara Financial Group, Inc.	7,620		109,957
Flagstar Bancorp, Inc.	23,540		144,065
IndyMac Bancorp, Inc.	28,090		91,292

			345,314

Total Financials			45,048,448

Health Care - 14.40%
Biotechnology - 1.75%
Amgen, Inc.*	118,925		4,979,390
Applera Corp. - Celera Group*	59,820		800,392
Crucell NV - ADR* (Netherlands) (Note 7)	22,000		409,860
Genzyme Corp.*	38,969		2,741,469
Medarex, Inc.*	33,450		239,836
Monogram Biosciences, Inc.*	225,025		247,527
Senomyx, Inc.*	16,775		100,650

			9,519,124


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies - 4.56%
Abaxis, Inc.*	13,230	$	337,100
Alsius Corp.*³	56,230		50,607
AtriCure, Inc.*	18,520		247,427
Beckman Coulter, Inc.	8,140		555,962
Carl Zeiss Meditec AG (Germany) (Note 7)	31,000		453,028
The Cooper Companies, Inc.	109,620		3,836,700
Covidien Ltd. (Bermuda) (Note 7)	14,460		675,137
Dexcom, Inc.*	48,235		371,409
Edwards Lifesciences Corp.*	5,600		310,352
ev3, Inc.*	149,944		1,246,035
Gen-Probe, Inc.*	8,000		450,880
Hansen Medical, Inc.*	5,630		98,243
Inverness Medical Innovations, Inc.*	13,090		484,330
Medtronic, Inc.	242,750		11,817,070
Micrus Endovascular Corp.*	19,300		219,634
Nobel Biocare Holding AG (Switzerland) (Note 7)	6,000		217,318
OraSure Technologies, Inc.*	100,750		650,845
ResMed, Inc.*	5,375		231,770
Sirona Dental Systems, Inc.*	26,810		717,704
SonoSite, Inc.*	14,620		466,232
STAAR Surgical Co.*	82,770		194,509
Straumann Holding AG (Switzerland) (Note 7)	1,345		360,303
Synthes, Inc. (Switzerland) (Note 7)	6,580		907,061

			24,899,656

Health Care Providers & Services - 1.21%
Diagnosticos da America S.A. (Brazil) (Note 7)	16,470		374,656
Quest Diagnostics, Inc.	102,430		5,139,937
Sonic Healthcare Ltd. (Australia) (Note 7)	38,680		556,423
Tenet Healthcare Corp.*	84,340		539,776

			6,610,792

Health Care Technology - 1.00%
Cerner Corp.*	104,750		4,846,782
Eclipsys Corp.*	30,450		632,446

			5,479,228

Life Sciences Tools & Services - 2.12%
Affymetrix, Inc.*	131,000		1,429,210
Caliper Life Sciences, Inc.*	102,285		373,340
Exelixis, Inc.*	36,010		274,036
Lonza Group AG (Switzerland) (Note 7)	2,390		326,696
Luminex Corp.*	42,780		834,638


The accompanying notes are an integral part of the financial statements.		55

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services (continued)
Millipore Corp.*	58,970	$	4,133,797
PerkinElmer, Inc.	152,215		4,042,830
QIAGEN N.V.* (Netherlands) (Note 7)	7,280		161,689

			11,576,236

Pharmaceuticals - 3.76%
AstraZeneca plc (United Kingdom) (Note 7)	1,450		61,345
AstraZeneca plc - ADR (United Kingdom) (Note 7)	2,475		103,900
Barr Pharmaceuticals, Inc.*	10,930		549,014
GlaxoSmithKline plc (United Kingdom) (Note 7)	9,025		201,138
Johnson & Johnson	119,810		8,038,053
Novartis AG - ADR (Switzerland) (Note 7)	209,810		10,559,737
Sanofi-Aventis (France) (Note 7)	1,250		97,874
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	5,800		143,368
Shire plc (United Kingdom) (Note 7)	11,175		208,064
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,700		89,766
Valeant Pharmaceuticals International*	32,910		437,045

			20,489,304

Total Health Care			78,574,340

Industrials - 6.45%
Aerospace & Defense - 0.09%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	11,370		473,902

Air Freight & Logistics - 2.32%
Deutsche Post AG (Germany) (Note 7)	4,275		133,825
FedEx Corp.	16,900		1,620,203
TNT N.V. (Netherlands) (Note 7)	9,995		389,351
United Parcel Service, Inc. - Class B	145,535		10,538,189

			12,681,568

Airlines - 2.69%
AirTran Holdings, Inc.*	20,830		71,030
AMR Corp.*	1,825		16,005
Continental Airlines, Inc. - Class B*	5,000		89,900
Deutsche Lufthansa AG (Germany) (Note 7)	11,325		300,413
JetBlue Airways Corp.*	589,465		2,970,904
Southwest Airlines Co.	849,660		11,249,498

			14,697,750


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials (continued)
Building Products - 0.03%
Owens Corning, Inc.*	6,560	$	138,482

Commercial Services & Supplies - 0.07%
Pitney Bowes, Inc.	11,010		397,571

Electrical Equipment - 0.03%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	6,040		185,247

Industrial Conglomerates - 1.14%
3M Co.	71,850		5,525,265
Siemens AG (Germany) (Note 7)	4,670		553,774
Sonae Capital* (Portugal) (Note 7)	7,657		18,769
Sonae S.A. (SGPS) (Portugal) (Note 7)	61,250		109,496

			6,207,304

Machinery - 0.08%
FANUC Ltd. (Japan) (Note 7)	1,000		105,126
FreightCar America, Inc.	3,913		150,259
Schindler Holding AG (Switzerland) (Note 7)	2,050		166,925

			422,310

Total Industrials			35,204,134

Information Technology - 17.92%
Communications Equipment - 3.93%
Alcatel-Lucent - ADR (France) (Note 7)	98,660		658,062
BigBand Networks, Inc.*	96,660		711,418
Blue Coat Systems, Inc.*	21,520		454,287
Cisco Systems, Inc.*	649,620		16,656,257
Harris Stratex Networks, Inc. - Class A*	26,430		250,821
Juniper Networks, Inc.*	80,530		2,224,239
Riverbed Technology, Inc.*	34,950		477,766

			21,432,850

Computers & Peripherals - 1.28%
EMC Corp.*	419,200		6,455,680
Rackable Systems, Inc.*	45,240		497,640

			6,953,320

Electronic Equipment & Instruments - 0.15%
KEYENCE Corp. (Japan) (Note 7)	330		83,984
LoJack Corp.*	38,145		377,254
Planar Systems, Inc.*	87,740		200,047
Samsung SDI Co. Ltd. (South Korea) (Note 7)	2,330		180,143

			841,428


The accompanying notes are an integral part of the financial statements.		57

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services - 2.12%
Google, Inc. - Class A*	19,200	$	11,026,368
Online Resources Corp.*	52,480		530,573

			11,556,941

IT Services - 3.51%
Atos Origin S.A.* (France) (Note 7)	2,830		174,133
Automatic Data Processing, Inc.	278,785		12,322,297
Gevity HR, Inc.	85,460		582,837
Paychex, Inc.	4,485		163,119
RightNow Technologies, Inc.*	15,875		190,024
Western Union Co.	248,060		5,705,380

			19,137,790

Office Electronics - 0.01%
Boewe Systec AG (Germany) (Note 7)	1,690		64,303

Semiconductors & Semiconductor Equipment - 0.20%
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	4,490		120,044
Netlogic Microsystems, Inc.*	24,760		811,880
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7)	14,140		158,934

			1,090,858

Software - 6.72%
Aladdin Knowledge Systems Ltd.* (Israel) (Note 7)	29,580		430,389
Amdocs Ltd.* (Guernsey) (Note 7)	22,870		717,661
Autodesk, Inc.*	118,840		4,515,920
Electronic Arts, Inc.*	112,120		5,770,816
Microsoft Corp.	371,620		10,598,602
Misys plc (United Kingdom) (Note 7)	27,900		86,947
Salesforce.com, Inc.*	49,130		3,278,445
SAP AG (Germany) (Note 7)	5,200		265,809
SAP AG - ADR (Germany) (Note 7)	113,720		5,712,156
Sonic Solutions*	66,010		606,632
Square Enix Co. Ltd. (Japan) (Note 7)	4,600		149,986
TIBCO Software, Inc.*	391,500		3,002,805
UbiSoft Entertainment S.A.* (France) (Note 7)	7,660		772,590
Utimaco Safeware AG (Germany) (Note 7)	53,830		764,810

			36,673,568

Total Information Technology			97,751,058


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Materials - 2.08%
Chemicals - 0.18%
Arkema* (France) (Note 7)	67	$	3,883
Bayer AG (Germany) (Note 7)	6,775		578,185
Calgon Carbon Corp.*	18,075		257,569
The Scotts Miracle-Gro Co. - Class A	3,270		108,368

			948,005

Containers & Packaging - 0.02%
Bemis Co., Inc.	4,760		125,188

Paper & Forest Products - 1.88%
Louisiana-Pacific Corp.	309,165		3,558,489
Norbord, Inc. (Canada) (Note 7)	48,540		266,131
Weyerhaeuser Co.	100,940		6,448,047

			10,272,667

Total Materials			11,345,860

Telecommunication Services - 0.25%
Diversified Telecommunication Services - 0.10%
France Telecom S.A. (France) (Note 7)	7,800		245,512
Swisscom AG - ADR (Switzerland) (Note 7)	5,650		200,711
Telus Corp. (Canada) (Note 7)	2,480		109,988

			556,211

Wireless Telecommunication Services - 0.15%
Hutchison Telecommunications International Ltd. (Hong Kong) (Note 7)	105,000		147,673
Hutchison Telecommunications International Ltd. - ADR (Hong Kong) (Note 7)	27,810		585,400
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)	3,750		84,637

			817,710

Total Telecommunication Services			1,373,921

Utilities - 0.27%
Electric Utilities - 0.13%
E.ON AG (Germany) (Note 7)	3,300		674,952

Multi-Utilities - 0.07%
National Grid plc (United Kingdom) (Note 7)	15,275		212,731
Suez S.A. (France) (Note 7)	2,575		182,926

			395,657

Water Utilities - 0.07%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)	8,129		206,980


The accompanying notes are an integral part of the financial statements.		59

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Shares/* *Principal Amount*		Value (Note 2)


COMMON STOCKS (continued)

Utilities (continued)
Water Utilities (continued)
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)		11,480	$	190,677

				397,657

Total Utilities				1,468,266

TOTAL COMMON STOCKS (Identified Cost $372,341,338)				370,540,592


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $5,289)		8,377		7,120


CORPORATE BONDS - 3.54%
Convertible Corporate Bonds - 0.44%
Consumer Discretionary - 0.11%
Hotels, Restaurants & Leisure - 0.06%
Carnival Corp., 2.00%, 4/15/2021	$	285,000		311,362

Media - 0.05%
Charter Communications, Inc., 6.50%, 10/1/2027		546,000		270,270

Total Consumer Discretionary				581,632

Health Care - 0.12%
Biotechnology - 0.10%
Amgen, Inc., 0.375%, 2/1/2013		635,000		543,719

Health Care Equipment & Supplies - 0.02%
Medtronic, Inc., 1.625%, 4/15/2013		140,000		144,900

Total Health Care				688,619

Industrials - 0.06%
Airlines - 0.06%
JetBlue Airways Corp., 3.75%, 3/15/2035		420,000		307,650

Information Technology - 0.15%
Computers & Peripherals - 0.07%
EMC Corp., 1.75%, 12/1/2013		335,000		401,163

Software - 0.08%
Amdocs Ltd., 0.50%, 3/15/2024		435,000		431,194

Total Information Technology				832,357

Total Convertible Corporate Bonds (Identified Cost $2,912,249)				2,410,258


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds - 3.10%
Consumer Discretionary - 0.64%
Automobiles - 0.10%
Ford Motor Credit Co. LLC, 5.625%, 10/1/2008	$	565,000	$	560,601

Hotels, Restaurants & Leisure - 0.12%
McDonald’s Corp., 5.80%, 10/15/2017		600,000		627,944

Media - 0.30%
AOL Time Warner (now known as Time Warner, Inc.), 7.625%, 4/15/2031		500,000		536,539
Comcast Corp., 6.50%, 11/15/2035		670,000		669,044
The Walt Disney Co., 7.00%, 3/1/2032		380,000		432,540

				1,638,123

Multiline Retail - 0.07%
Target Corp., 5.875%, 3/1/2012		365,000		380,966

Specialty Retail - 0.05%
Lowe’s Companies, Inc., 8.25%, 6/1/2010		265,000		287,062

Total Consumer Discretionary				3,494,696

Consumer Staples - 0.05%
Food & Staples Retailing - 0.05%
The Kroger Co., 7.25%, 6/1/2009		140,000		143,055
The Kroger Co., 6.80%, 4/1/2011		145,000		152,453

Total Consumer Staples				295,508

Energy - 0.16%
Oil, Gas & Consumable Fuels - 0.16%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		220,000		226,250
Arch Western Finance LLC, 6.75%, 7/1/2013		605,000		615,588

Total Energy				841,838

Financials - 0.92%
Capital Markets - 0.34%
The Goldman Sachs Group, Inc., 6.345%, 2/15/2034		750,000		676,186
Lehman Brothers Holdings, Inc., 3.17%, 11/16/2009⁴		215,000		205,917
Lehman Brothers Holdings, Inc., 6.50%, 7/19/2017		280,000		275,058
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		255,000		215,099
Morgan Stanley, 5.55%, 4/27/2017		515,000		491,549

				1,863,809

Commercial Banks - 0.33%
PNC Bank National Association, 5.25%, 1/15/2017		615,000		567,562


The accompanying notes are an integral part of the financial statements.		61

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
U.S. Bank National Association, 6.375%, 8/1/2011	$	575,000	$	610,739
Wachovia Corp., 5.25%, 8/1/2014		615,000		608,655

				1,786,956

Diversified Financial Services - 0.09%
Bank of America Corp. Capital Trust VI, 5.625%, 3/8/2035		565,000		475,636

Insurance - 0.16%
Ambac Financial Group, Inc., 5.95%, 12/5/2035		980,000		563,447
American International Group, Inc., 4.25%, 5/15/2013		345,000		334,433

				897,880

Total Financials				5,024,281

Health Care - 0.13%
Pharmaceuticals - 0.13%
Abbott Laboratories, 3.50%, 2/17/2009		240,000		239,747
Wyeth, 6.50%, 2/1/2034		470,000		491,689

Total Health Care				731,436

Industrials - 0.68%
Aerospace & Defense - 0.04%
Boeing Capital Corp., 6.50%, 2/15/2012		215,000		230,735

Air Freight & Logistics - 0.05%
FedEx Corp., 3.50%, 4/1/2009		240,000		239,336

Airlines - 0.09%
Southwest Airlines Co., 5.25%, 10/1/2014		525,000		493,221

Industrial Conglomerates - 0.24%
General Electric Capital Corp., 6.75%, 3/15/2032		535,000		566,514
General Electric Co., 5.25%, 12/6/2017		765,000		761,318

				1,327,832

Machinery - 0.05%
John Deere Capital Corp., 5.50%, 4/13/2017		275,000		278,140

Road & Rail - 0.21%
CSX Corp., 6.00%, 10/1/2036		820,000		722,117
Union Pacific Corp., 5.65%, 5/1/2017		415,000		417,611

				1,139,728

Total Industrials				3,708,992


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology - 0.16%
Communications Equipment - 0.16%
Cisco Systems, Inc., 5.50%, 2/22/2016	$	275,000	$	284,845
Corning, Inc., 6.20%, 3/15/2016		560,000		580,873

Total Information Technology				865,718

Materials - 0.05%
Metals & Mining - 0.05%
Alcoa, Inc., 5.87%, 2/23/2022		275,000		261,502

Utilities - 0.31%
Electric Utilities - 0.28%
Allegheny Energy Supply Co. LLC², 8.25%, 4/15/2012		220,000		234,300
American Electric Power Co., Inc., 5.375%, 3/15/2010		550,000		559,214
Exelon Generation Co. LLC, 5.35%, 1/15/2014		770,000		749,298

				1,542,812

Multi-Utilities - 0.03%
CenterPoint Energy Resources Corp., 7.875%, 4/1/2013		135,000		147,462

Total Utilities				1,690,274

Total Non-Convertible Corporate Bonds (Identified Cost $17,441,177)				16,914,245

TOTAL CORPORATE BONDS (Identified Cost $20,353,426)				19,324,503


U.S. TREASURY SECURITIES - 13.07%
U.S. Treasury Bonds - 5.37%
U.S. Treasury Bond, 5.50%, 8/15/2028 (Identified Cost $26,950,857)		25,940,000		29,302,058


U.S. Treasury Notes - 7.70%
U.S. Treasury Note, 4.625%, 10/31/2011		15,000		15,995
U.S. Treasury Note, 4.75%, 1/31/2012		25,000,000		26,763,675
U.S. Treasury Note, 2.875%, 1/31/2013		15,300,000		15,200,795

Total U.S. Treasury Notes (Identified Cost $40,427,402)				41,980,465

TOTAL U.S. TREASURY SECURITIES (Identified Cost $67,378,259)				71,282,523


The accompanying notes are an integral part of the financial statements.		63

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount*		Value (Note 2)


U.S. GOVERNMENT AGENCIES - 12.09%

Mortgage-Backed Securities - 5.04%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017	$	2,377	$	2,435
Fannie Mae, Pool #252210, 6.50%, 2/1/2019		11,770		12,218
Fannie Mae, Pool #725793, 5.50%, 9/1/2019		328,451		336,207
Fannie Mae, Pool #844917, 4.50%, 11/1/2020		381,783		378,271
Fannie Mae, Pool #813938, 4.50%, 12/1/2020		291,325		288,645
Fannie Mae, Pool #813954, 4.50%, 12/1/2020		286,822		284,184
Fannie Mae, Pool #864435, 4.50%, 12/1/2020		170,308		168,741
Fannie Mae, Pool #837190, 5.00%, 12/1/2020		86,554		87,218
Fannie Mae, Pool #909732, 5.00%, 2/1/2022		124,273		125,045
Fannie Mae, Pool #912520, 5.00%, 2/1/2022		965,319		971,522
Fannie Mae, Pool #725686, 6.50%, 7/1/2034		368,774		383,887
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		5,833,692		5,560,678
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		703,076		728,373
Fannie Mae, Pool #898299, 6.50%, 10/1/2036		748,153		775,072
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		2,491,375		2,549,345
Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019		283,988		290,197
Federal Home Loan Mortgage Corp., Pool #G11896, 4.50%, 1/1/2021		1,142,602		1,130,450
Federal Home Loan Mortgage Corp., Pool #G12419, 5.00%, 10/1/2021		636,899		641,381
Federal Home Loan Mortgage Corp., Pool #G18156, 5.00%, 12/1/2021		191,863		193,213
Federal Home Loan Mortgage Corp., Pool #G18168, 5.00%, 2/1/2022		253,835		255,571
Federal Home Loan Mortgage Corp., Pool #G18182, 5.50%, 5/1/2022		776,913		791,550
Federal Home Loan Mortgage Corp., Pool #G12833, 4.50%, 9/1/2022		1,761,306		1,738,700
Federal Home Loan Mortgage Corp., Pool #J06711, 5.00%, 1/1/2023		2,024,130		2,037,972
Federal Home Loan Mortgage Corp., Pool #G12966, 5.50%, 1/1/2023		1,076,201		1,096,477
Federal Home Loan Mortgage Corp., Pool #A22067, 6.50%, 5/1/2034		195,239		202,840
Federal Home Loan Mortgage Corp., Pool #A52716, 6.50%, 10/1/2036		1,542,257		1,599,391
Federal Home Loan Mortgage Corp., Pool #A62373, 5.00%, 6/1/2037		3,622,666		3,563,330
Federal Home Loan Mortgage Corp., Pool #G03329, 5.50%, 7/1/2037		1,145,288		1,153,730
GNMA, Pool #631703, 6.50%, 9/15/2034		128,774		134,042

Total Mortgage-Backed Securities (Identified Cost $27,082,109)				27,480,685


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Extended Term Series*	*Principal Amount/* *Shares*		Value (Note 2)


U.S. GOVERNMENT AGENCIES (continued)

Other Agencies - 7.05%
Fannie Mae, 5.00%, 5/11/2017	$	14,125,000	$	14,854,641
Federal Home Loan Bank, 5.00%, 11/17/2017		22,395,000		23,610,220

Total Other Agencies (Identified Cost $36,810,199)				38,464,861

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $63,892,308)				65,945,546


SHORT-TERM INVESTMENTS - 5.76%
Dreyfus Treasury Cash Management - Institutional Shares		22,456,940		22,456,940
Fannie Mae Discount Note, 7/3/08	$	9,000,000		8,969,292

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $31,425,125)				31,426,232

TOTAL INVESTMENTS - 102.38% (Identified Cost $555,395,745)				558,526,516

LIABILITIES, LESS OTHER ASSETS - (2.38%)				(13,003,108	)

NET ASSETS - 100%			$	545,523,408

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

¹Bank of New York Mellon Corp. is the parent company of Mellon Trust of New England N.A., the Fund’s custodian.

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security has been sold under rule 144A and has been determined to be liquid under guidelines established by the Board of Directors. This security amounts to $234,300, or 0.04%, of the Series’ net assets as of April 30, 2008 (see Note 2 to the financial statements).

³The Chairman and CEO of the company serves as a director of the Fund (see Note 2 to the financial statements).

⁴The coupon rate is a floating rate and is subject to change quarterly. The coupon rate stated is the rate at April 30, 2008.


The accompanying notes are an integral part of the financial statements.		65

Statement of Assets and Liabilities - Pro-Blend^® Extended Term Series (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $555,395,745) (Note 2)	$	558,526,516
Foreign currency, at value (cost $560)		560
Receivable for securities sold		3,052,530
Interest receivable		1,991,063
Receivable for fund shares sold		373,524
Dividends receivable		321,164
Foreign tax reclaims receivable		143,848

TOTAL ASSETS		564,409,205

LIABILITIES:

Accrued management fees (Note 3)		328,791
Accrued shareholder services fees (Class S) (Note 3)		109,597
Accrued fund accounting and transfer agent fees (Note 3)		28,679
Accrued directors’ fees (Note 3)		904
Accrued Chief Compliance Officer service fees (Note 3)		883
Payable for securities purchased		18,196,392
Payable for fund shares redeemed		177,835
Due to custodian		19,700
Miscellaneous fees		23,016

TOTAL LIABILITIES		18,885,797

TOTAL NET ASSETS	$	545,523,408

NET ASSETS CONSIST OF:

Capital stock	$	363,399
Additional paid-in-capital		524,714,406
Undistributed net investment income		3,826,642
Accumulated net realized gain on investments, foreign currency and other assets and liabilities		13,471,234
Net unrealized appreciation on investments, foreign currency and other assets and liabilities		3,147,727

TOTAL NET ASSETS	$	545,523,408

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($545,522,827/36,339,893 shares)	$	15.01

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($581/56 shares)	$	10.37


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

Statement of Operations - Pro-Blend^® Extended Term Series (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $115,119)	$	3,675,884
Interest		3,806,910

Total Investment Income		7,482,794

EXPENSES:

Management fees (Note 3)		2,542,356
Shareholder services fees (Class S) (Note 3)		217,250
Fund accounting and transfer agent fees (Note 3)		179,258
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		24,168
Miscellaneous		55,370

Total Expenses		3,027,005

NET INVESTMENT INCOME		4,455,789

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on -
Investments		14,544,682
Foreign currency and other assets and liabilities		1,344

		14,546,026


Net change in unrealized appreciation on -
Investments		(52,569,089	)
Foreign currency and other assets and liabilities		8,932

		(52,560,157	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(38,014,131	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(33,558,342	)


The accompanying notes are an integral part of the financial statements.		67

Statements of Changes in Net Assets - Pro-Blend^® Extended Term Series


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,455,789		$	7,364,960
Net realized gain on investments and foreign currency		14,546,026			57,891,407
Net change in unrealized appreciation on investments and foreign currency		(52,560,157	)		(479,326	)

Net increase (decrease) from operations		(33,558,342	)		64,777,041

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,987,037	)		(7,295,757	)
From net realized gain on investments		(58,266,919	)		(33,430,415	)

Total distributions to shareholders		(63,253,956	)		(40,726,172	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		45,344,967			88,936,956

Net increase (decrease) in net assets		(51,467,331	)		112,987,825

NET ASSETS:

Beginning of period		596,990,739			484,002,914

End of period (including undistributed net investment income of $3,826,642 and $4,357,890, respectively)	$	545,523,408		$	596,990,739


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

Financial Highlights - Pro-Blend^® Extended Term Series - Class S


	For the Six Months Ended 4/30/08 *(unaudited)*	*For the Years Ended*
	For the Six Months Ended 4/30/08 *(unaudited)*	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$17.82	$17.12	$15.82	$14.45	$13.14	$11.55

Income (loss) from investment operations:
Net investment income	0.12	0.22	0.21	0.13	0.11	0.11
Net realized and unrealized gain (loss) on investments	(1.06)	1.88	2.18	1.71	1.39	1.66

Total from investment operations	(0.94)	2.10	2.39	1.84	1.50	1.77


Less distributions to shareholders:
From net investment income	(0.15)	(0.25)	(0.14)	(0.11)	(0.10)	(0.18)
From net realized gain on investments	(1.72)	(1.15)	(0.95)	(0.36)	(0.09)	—

Total distributions to shareholders	(1.87)	(1.40)	(1.09)	(0.47)	(0.19)	(0.18)

Net asset value - End of period	$15.01	$17.82	$17.12	$15.82	$14.45	$13.14

Net assets - End of period (000’s omitted)	$545,523	$596,991	$484,003	$365,726	$275,597	$209,038

Total return¹	(5.46%)	12.95%	16.03%	12.92%	11.52%	15.45%
Ratios (to average net assets)/Supplemental Data:
Expenses*	1.10%²	1.11%	1.14%	1.17%	1.17%	1.17%
Net investment income	1.62%²	1.37%	1.42%	0.89%	0.86%	0.90%
Portfolio turnover	38%	82%	82%	71%	50%	67%

*The investment advisor did not impose all of its management fee in some periods. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	N/A	N/A	0.01%	0.04%	N/A

²Annualized.


The accompanying notes are an integral part of the financial statements.		69

Financial Highlights - Pro-Blend^® Extended Term Series - Class I



		For the Period 3/28/08¹to 4/30/08 (unaudited)

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

Income from investment operations:
Net investment income		0.02
Net realized and unrealized gain on investments		0.35

Total from investment operations		0.37

Net asset value - End of period		$10.37

Net assets - End of period		$581

Total return²		3.70%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.85%^3,4
Net investment income		2.06%³
Portfolio turnover		38%

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions.

³Annualized

⁴See Note 3 to the financial statements.


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

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (unaudited)

Actual Expenses

The Actual lines of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the 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

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 potential wire charges on redemptions. Therefore, the Hypothetical line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Beginning Account Value 11/1/07*		Ending Account Value 4/30/08		Expenses Paid During Period 11/1/07-4/30/08¹		Annualized Expense Ratio
Class S
Actual	$	1,000.00	$	911.10	$	5.27	1.11	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.34	$	5.57	1.11	%
Class I
Actual	$	1,000.00	$	1,051.00	$	0.74	0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.64	$	4.27	0.85	%

*Class I inception date was March 28, 2008.


		71

Portfolio Composition - Pro-Blend^® Maximum Term Series (unaudited)

As of April 30, 2008

Asset Allocation¹

LOGO

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.

Sector Allocation⁴


Information Technology		22.57%
Health Care		19.17%
Consumer Discretionary		15.71%
Financials		10.26%
Industrials		8.16%
Consumer Staples		6.69%
Energy		3.41%
Materials		3.35%
Telecommunication Services		0.51%
Utilities		0.23%

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

Top Ten Stock Holdings⁵


Cisco Systems, Inc.		3.67%
Google, Inc. - Class A		2.80%
Medtronic, Inc.		2.60%
Automatic Data Processing, Inc.		2.53%
Southwest Airlines Co.		2.35%
United Parcel Service, Inc. - Class B		2.32%
Microsoft Corp.		2.31%
Novartis AG - ADR		2.31%
Wachovia Corp.		2.09%
Unilever plc - ADR		1.98%

⁵As a percentage of total investments.


72

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS - 89.94%

Consumer Discretionary - 15.69%
Auto Components - 0.06%
Hankook Tire Co. Ltd. (South Korea) (Note 7)	12,990	$	199,567
Tenneco, Inc.*	3,250		83,135

			282,702

Hotels, Restaurants & Leisure - 3.18%
Carnival Corp.	155,821		6,259,330
Club Mediterranee S.A.* (France) (Note 7)	6,455		338,628
International Game Technology	257,425		8,942,944

			15,540,902

Household Durables - 2.70%
Corporacion Geo S.A. de C.V. - Class B* (Mexico) (Note 7)	35,870		133,734
D.R. Horton, Inc.	141,900		2,198,031
Fortune Brands, Inc.	66,880		4,522,426
KB Home	4,070		91,575
Lennar Corp. - Class A	121,440		2,236,925
LG Electronics, Inc. (South Korea) (Note 7)	1,750		273,219
Pulte Homes, Inc.	160,850		2,097,484
Toll Brothers, Inc.*	72,560		1,642,758

			13,196,152

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan) (Note 7)	1,400		84,159

Media - 5.63%
Acme Communications, Inc.	12,250		21,437
Charter Communications, Inc. - Class A*	1,642,590		1,757,571
Comcast Corp. - Class A*	468,334		9,624,264
The E.W. Scripps Co. - Class A	140,050		6,289,645
Impresa S.A. (SGPS)* (Portugal) (Note 7)	18,150		42,223
Mediacom Communications Corp. - Class A*	67,580		289,918
Mediaset S.p.A. (Italy) (Note 7)	7,725		70,738
Reed Elsevier plc - ADR (United Kingdom) (Note 7)	3,895		197,087
Societe Television Francaise 1 (France) (Note 7)	14,250		303,026
Time Warner, Inc.	591,973		8,790,799
Wolters Kluwer N.V. (Netherlands) (Note 7)	5,100		137,435

			27,524,143

Multiline Retail - 0.06%
Hyundai Department Store Co. Ltd. (South Korea) (Note 7)	760		80,367


The accompanying notes are an integral part of the financial statements.		73

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Discretionary (continued)
Multiline Retail (continued)
Lotte Shopping Co. Ltd. (South Korea) (Note 7)	230	$	83,978
PPR (France) (Note 7)	885		116,150

			280,495

Specialty Retail - 4.00%
The Home Depot, Inc.	250,140		7,204,032
Kingfisher plc (United Kingdom) (Note 7)	48,700		128,578
KOMERI Co. Ltd. (Japan) (Note 7)	3,700		97,865
Limited Brands, Inc.	237,064		4,390,425
Lowe’s Companies, Inc.	291,390		7,340,114
Tractor Supply Co.*	7,679		273,065
Valora Holding AG (Switzerland) (Note 7)	480		120,475

			19,554,554

Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany) (Note 7)	1,870		119,734
LVMH S.A. (Louis Vuitton Moet Hennessy) (France) (Note 7)	1,000		114,631

			234,365

Total Consumer Discretionary			76,697,472

Consumer Staples - 6.68%
Beverages - 0.05%
Diageo plc (United Kingdom) (Note 7)	6,410		131,643
Kirin Holdings Co. Ltd. (Japan) (Note 7)	8,000		142,349

			273,992

Food & Staples Retailing - 0.21%
Carrefour S.A. (France) (Note 7)	4,980		351,677
Casino Guichard-Perrachon S.A. (France) (Note 7)	1,550		195,828
The Great Atlantic & Pacific Tea Co., Inc.*	6,770		186,310
Tesco plc (United Kingdom) (Note 7)	26,120		222,777
United Natural Foods, Inc.*	4,240		83,952

			1,040,544

Food Products - 4.98%
Cadbury Schweppes plc (United Kingdom) (Note 7)	38,366		444,688
Dean Foods Co.	177,640		4,128,354
Groupe Danone (France) (Note 7)	2,500		221,861
Kellogg Co.	83,200		4,257,344
Lancaster Colony Corp.	375		14,321


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products (continued)
Nestle S.A. (Switzerland) (Note 7)	11,156	$	5,352,381
Pilgrim’s Pride Corp.	5,420		131,001
Suedzucker AG (Germany) (Note 7)	4,050		91,941
Unilever plc - ADR (United Kingdom) (Note 7)	288,383		9,686,785

			24,328,676

Household Products - 0.05%
Kao Corp. (Japan) (Note 7)	2,000		54,054
Reckitt Benckiser Group plc (United Kingdom) (Note 7)	3,060		178,737

			232,791

Personal Products - 1.39%
Clarins S.A. (France) (Note 7)	5,457		361,250
The Estee Lauder Companies, Inc. - Class A	131,588		6,001,729
L’Oreal S.A. (France) (Note 7)	2,365		281,404
Natura Cosmeticos S.A. (Brazil) (Note 7)	11,864		137,082

			6,781,465

Total Consumer Staples			32,657,468

Energy - 3.41%
Energy Equipment & Services - 3.18%
Baker Hughes, Inc.	81,797		6,615,741
Calfrac Well Services Ltd. (Canada) (Note 7)	26,180		634,738
Compagnie Generale de Geophysique - Veritas (CGG - Veritas)* (France) (Note 7)	2,810		710,035
Trican Well Service Ltd. (Canada) (Note 7)	18,530		417,606
Weatherford International Ltd.*	88,583		7,145,991

			15,524,111

Oil, Gas & Consumable Fuels - 0.23%
BP plc (United Kingdom) (Note 7)	9,950		120,866
Edge Petroleum Corp.*	30,910		161,350
Eni S.p.A. (Italy) (Note 7)	7,887		304,649
Evergreen Energy, Inc.*	19,995		29,393
Forest Oil Corp.*	2,550		150,271
Mariner Energy, Inc.*	1,375		37,895
Royal Dutch Shell plc - Class B (Netherlands) (Note 7)	3,414		136,766
Total S.A. (France) (Note 7)	2,200		185,277

			1,126,467

Total Energy			16,650,578


The accompanying notes are an integral part of the financial statements.		75

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials - 10.24%
Capital Markets - 1.46%
Bank of New York Mellon Corp.¹	7,500	$	326,475
Daiwa Securities Group, Inc. (Japan) (Note 7)	4,000		39,665
Franklin Resources, Inc.	3,605		343,016
Macquarie Group Ltd. (Australia) (Note 7)	3,237		193,650
Merrill Lynch & Co., Inc.	8,530		425,050
Morgan Stanley	6,000		291,600
Nomura Holdings, Inc. (Japan) (Note 7)	2,300		39,996
SEI Investments Co.	234,930		5,466,821

			7,126,273

Commercial Banks - 5.55%
Aareal Bank AG (Germany) (Note 7)	8,327		312,414
The Bancorp, Inc.*	20,760		229,606
BNP Paribas (France) (Note 7)	1,403		151,693
Boston Private Financial Holdings, Inc.	11,627		108,131
The Chugoku Bank Ltd. (Japan) (Note 7)	7,300		109,812
Commerzbank AG (Germany) (Note 7)	3,075		112,056
Credit Agricole S.A. (France) (Note 7)	2,840		95,998
The Hachijuni Bank Ltd. (Japan) (Note 7)	13,400		88,414
Hana Financial Group, Inc. (South Korea) (Note 7)	2,380		107,675
HSBC Holdings plc (United Kingdom) (Note 7)	15,557		272,021
HSBC Holdings plc - ADR (United Kingdom) (Note 7)	4,208		365,212
Huntington Bancshares, Inc.	11,045		103,713
KeyCorp	3,498		84,407
Mitsubishi UFJ Financial Group, Inc. (Japan) (Note 7)	6,000		66,019
PNC Financial Services Group, Inc.	99,296		6,886,178
Royal Bank of Scotland Group plc (United Kingdom) (Note 7)	70,741		485,211
Societe Generale (France) (Note 7)	1,180		138,470
Societe Generale - ADR (France) (Note 7)	10,860		254,161
Societe Generale - New Shares (France) (Note 7)	295		34,175
The Sumitomo Trust & Banking Co. Ltd. (Japan) (Note 7)	12,000		107,916
SunTrust Banks, Inc.	1,905		106,204
TCF Financial Corp.	21,300		370,620
U.S. Bancorp	163,177		5,530,069
UniCredito Italiano S.p.A. (Italy) (Note 7)	26,122		199,028
Wachovia Corp.	349,330		10,182,969


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Commercial Banks (continued)
Webster Financial Corp.	5,160	$	134,418
Wells Fargo & Co.	6,940		206,465
Wilmington Trust Corp.	8,360		274,877

			27,117,932

Consumer Finance - 0.71%
American Express Co.	65,360		3,138,587
Capital One Financial Corp.	6,565		347,945

			3,486,532

Diversified Financial Services - 1.51%
Bank of America Corp.	145,476		5,461,169
Citigroup, Inc.	21,145		534,334
Financiere Marc de Lacharriere S.A. (Fimalac) (France) (Note 7)	5,100		307,836
ING Groep N.V. (Netherlands) (Note 7)	3,225		123,413
JPMorgan Chase & Co.	14,321		682,396
Moody’s Corp.	7,580		280,157

			7,389,305

Insurance - 0.83%
Allianz SE (Germany) (Note 7)	4,248		866,327
American International Group, Inc.	8,300		383,460
Axa (France) (Note 7)	2,675		99,839
First American Corp.	6,600		216,480
LandAmerica Financial Group, Inc.	8,820		253,134
Muenchener Rueckver AG (Germany) (Note 7)	1,773		343,256
Philadelphia Consolidated Holding Corp.*	9,540		351,835
Principal Financial Group, Inc.	5,585		299,691
The Progressive Corp.	24,920		453,295
Torchmark Corp.	5,550		359,307
Willis Group Holdings Ltd. (United Kingdom) (Note 7)	12,765		443,584

			4,070,208

Real Estate Investment Trusts (REITS) - 0.05%
Alstria Office REIT AG* (Germany) (Note 7)	13,000		251,682

Real Estate Management & Development - 0.06%
Rodobens Negocios Imobiliarios S.A. (Brazil) (Note 7)	21,220		279,026

Thrifts & Mortgage Finance - 0.07%
First Niagara Financial Group, Inc.	7,360		106,205
Flagstar Bancorp, Inc.	22,420		137,210


The accompanying notes are an integral part of the financial statements.		77

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Financials (continued)
Thrifts & Mortgage Finance (continued)
IndyMac Bancorp, Inc.	27,690	$	89,992

			333,407

Total Financials			50,054,365

Health Care - 19.15%
Biotechnology - 1.96%
Amgen, Inc.*	119,576		5,006,647
Applera Corp. - Celera Group*	57,080		763,730
Crucell NV - ADR* (Netherlands) (Note 7)	21,000		391,230
Genzyme Corp.*	40,713		2,864,160
Medarex, Inc.*	31,500		225,855
Monogram Biosciences, Inc.*	217,071		238,778
Senomyx, Inc.*	15,362		92,172

			9,582,572

Health Care Equipment & Supplies - 5.71%
Abaxis, Inc.*	13,010		331,495
Advanced Medical Optics, Inc.*	23,940		502,740
Alsius Corp.*²	46,698		42,028
AtriCure, Inc.*	16,790		224,314
Beckman Coulter, Inc.	8,620		588,746
Carl Zeiss Meditec AG (Germany) (Note 7)	30,000		438,414
The Cooper Companies, Inc.	128,765		4,506,775
Covidien Ltd. (Bermuda) (Note 7)	19,400		905,786
Dexcom, Inc.*	43,304		333,441
Edwards Lifesciences Corp.*	4,215		233,595
ev3, Inc.*	141,384		1,174,901
Gen-Probe, Inc.*	8,500		479,060
Hansen Medical, Inc.*	5,130		89,518
Inverness Medical Innovations, Inc.*	26,775		990,675
Medtronic, Inc.	260,368		12,674,714
Micrus Endovascular Corp.*	18,058		205,500
Nobel Biocare Holding AG (Switzerland) (Note 7)	5,550		201,019
OraSure Technologies, Inc.*	98,356		635,380
ResMed, Inc.*	5,400		232,848
Sirona Dental Systems, Inc.*	26,430		707,531
SonoSite, Inc.*	14,137		450,829
STAAR Surgical Co.*	66,780		156,933
Straumann Holding AG (Switzerland) (Note 7)	1,304		349,319
Synthes, Inc. (Switzerland) (Note 7)	7,660		1,055,940
Thoratec Corp.	24,790		396,392

			27,907,893


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services - 1.59%
Diagnosticos da America S.A. (Brazil) (Note 7)	35,980	$	818,465
Quest Diagnostics, Inc.	115,330		5,787,259
Sonic Healthcare Ltd. (Australia) (Note 7)	47,200		678,986
Tenet Healthcare Corp.*	74,180		474,752

			7,759,462

Health Care Technology - 2.32%
Cerner Corp.*	124,213		5,747,336
Eclipsys Corp.*	269,041		5,587,982

			11,335,318

Life Sciences Tools & Services - 3.16%
Affymetrix, Inc.*	130,000		1,418,300
Caliper Life Sciences, Inc.*	184,520		673,498
Exelixis, Inc.*	73,910		562,455
Lonza Group AG (Switzerland) (Note 7)	26,797		3,662,955
Luminex Corp.*	42,810		835,223
Millipore Corp.*	51,930		3,640,293
PerkinElmer, Inc.	168,671		4,479,902
QIAGEN N.V.* (Netherlands) (Note 7)	7,050		156,580

			15,429,206

Pharmaceuticals - 4.41%
AstraZeneca plc (United Kingdom) (Note 7)	675		28,557
AstraZeneca plc - ADR (United Kingdom) (Note 7)	1,500		62,970
Barr Pharmaceuticals, Inc.*	11,593		582,316
GlaxoSmithKline plc (United Kingdom) (Note 7)	6,775		150,993
Johnson & Johnson	128,590		8,627,103
Novartis AG - ADR (Switzerland) (Note 7)	223,827		11,265,213
Sanofi-Aventis (France) (Note 7)	837		65,537
Santen Pharmaceutical Co. Ltd. (Japan) (Note 7)	5,500		135,953
Shire plc (United Kingdom) (Note 7)	9,080		169,057
Takeda Pharmaceutical Co. Ltd. (Japan) (Note 7)	1,400		73,925
Valeant Pharmaceuticals International*	30,230		401,454

			21,563,078

Total Health Care			93,577,529


The accompanying notes are an integral part of the financial statements.		79

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Industrials - 8.15%
Aerospace & Defense - 0.10%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) (Note 7)	11,610	$	483,905

Air Freight & Logistics - 3.64%
Deutsche Post AG (Germany) (Note 7)	4,985		156,051
FedEx Corp.	62,120		5,955,444
TNT N.V. (Netherlands) (Note 7)	9,504		370,224
United Parcel Service, Inc. - Class B	156,173		11,308,487

			17,790,206

Airlines - 2.88%
AirTran Holdings, Inc.*	14,860		50,673
AMR Corp.*	1,275		11,182
Continental Airlines, Inc. - Class B*	4,500		80,910
Deutsche Lufthansa AG (Germany) (Note 7)	8,080		214,335
JetBlue Airways Corp.*	441,852		2,226,934
Southwest Airlines Co.	867,387		11,484,204

			14,068,238

Building Products - 0.05%
Owens Corning, Inc.*	12,930		272,952

Commercial Services & Supplies - 0.08%
Pitney Bowes, Inc.	10,360		374,100

Electrical Equipment - 0.04%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland) (Note 7)	6,050		185,553

Industrial Conglomerates - 1.28%
3M Co.	73,515		5,653,304
Siemens AG (Germany) (Note 7)	4,470		530,057
Sonae Capital* (Portugal) (Note 7)	4,159		10,195
Sonae S.A. (SGPS) (Portugal) (Note 7)	33,275		59,486

			6,253,042

Machinery - 0.08%
FANUC Ltd. (Japan) (Note 7)	900		94,614
FreightCar America, Inc.	3,270		125,568
Schindler Holding AG (Switzerland) (Note 7)	2,102		171,159

			391,341

Total Industrials			39,819,337

Information Technology - 22.54%
Communications Equipment - 5.60%
Alcatel-Lucent - ADR (France) (Note 7)	169,100		1,127,897
BigBand Networks, Inc.*	91,010		669,834


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Communications Equipment (continued)
Blue Coat Systems, Inc.*	34,290	$	723,862
Cisco Systems, Inc.*	698,980		17,921,847
Harris Stratex Networks, Inc. - Class A*	29,730		282,138
Juniper Networks, Inc.*	222,998		6,159,205
Riverbed Technology, Inc.*	35,080		479,544

			27,364,327

Computers & Peripherals - 1.44%
EMC Corp.*	427,710		6,586,734
Rackable Systems, Inc.*	41,370		455,070

			7,041,804

Electronic Equipment & Instruments - 0.16%
KEYENCE Corp. (Japan) (Note 7)	220		55,989
LoJack Corp.*	42,346		418,802
Planar Systems, Inc.*	78,160		178,205
Samsung SDI Co. Ltd. (South Korea) (Note 7)	1,690		130,661

			783,657

Internet Software & Services - 2.90%
Google, Inc. - Class A*	23,762		13,646,279
Online Resources Corp.*	50,110		506,612

			14,152,891

IT Services - 3.33%
Atos Origin S.A.* (France) (Note 7)	2,660		163,673
Automatic Data Processing, Inc.	279,402		12,349,568
Gevity HR, Inc.	81,980		559,104
Paychex, Inc.	3,505		127,477
RightNow Technologies, Inc.*	13,581		162,565
Western Union Co.	127,399		2,930,177

			16,292,564

Office Electronics - 0.01%
Boewe Systec AG (Germany) (Note 7)	1,220		46,420

Semiconductors & Semiconductor Equipment - 0.19%
Hynix Semiconductor, Inc.* (South Korea) (Note 7)	3,260		87,159
Netlogic Microsystems, Inc.*	22,430		735,480
Taiwan Semiconductor Manufacturing Co. Ltd. -ADR (Taiwan) (Note 7)	9,954		111,883

			934,522


The accompanying notes are an integral part of the financial statements.		81

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares*	Value (Note 2)


COMMON STOCKS (continued)

Information Technology (continued)
Software - 8.91%
Aladdin Knowledge Systems Ltd.* (Israel) (Note 7)	32,063	$	466,517
Amdocs Ltd.* (Guernsey) (Note 7)	26,470		830,629
Autodesk, Inc.*	132,290		5,027,020
Borland Software Corp.*	85,693		151,677
Electronic Arts, Inc.*	141,160		7,265,505
Microsoft Corp.	395,060		11,267,111
Misys plc (United Kingdom) (Note 7)	22,890		71,334
Salesforce.com, Inc.*	61,162		4,081,340
SAP AG (Germany) (Note 7)	3,200		163,575
SAP AG - ADR (Germany) (Note 7)	130,580		6,559,033
Sonic Solutions*	61,330		563,623
Square Enix Co. Ltd. (Japan) (Note 7)	4,600		149,986
TIBCO Software, Inc.*	743,582		5,703,274
UbiSoft Entertainment S.A.* (France) (Note 7)	4,942		498,451
Utimaco Safeware AG (Germany) (Note 7)	51,506		731,791

			43,530,866

Total Information Technology			110,147,051

Materials - 3.34%
Chemicals - 0.17%
Arkema* (France) (Note 7)	40		2,318
Bayer AG (Germany) (Note 7)	5,746		490,369
Calgon Carbon Corp.*	17,448		248,634
The Scotts Miracle-Gro Co. - Class A	3,280		108,699

			850,020

Containers & Packaging - 0.02%
Bemis Company, Inc.	4,610		121,243

Paper & Forest Products - 3.15%
Louisiana-Pacific Corp.	612,680		7,051,947
Norbord, Inc. (Canada) (Note 7)	70,027		383,938
Weyerhaeuser Co.	124,250		7,937,090

			15,372,975

Total Materials			16,344,238

Telecommunication Services - 0.51%
Diversified Telecommunication Services - 0.22%
France Telecom S.A. (France) (Note 7)	7,070		222,535
Swisscom AG - ADR (Switzerland) (Note 7)	4,606		163,624
Telenor ASA - ADR (Norway) (Note 7)	1,950		117,916
Telus Corp. (Canada) (Note 7)	12,330		546,835

			1,050,910


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

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	Shares/ Principal Amount		Value (Note 2)


COMMON STOCKS (continued)

Telecommunication Services (continued)
Wireless Telecommunication Services - 0.29%
Hutchison Telecommunications International Ltd. (Hong Kong) (Note 7)		95,000	$	133,609
Hutchison Telecommunications International Ltd. - ADR (Hong Kong) (Note 7)		28,670		603,504
SK Telecom Co. Ltd. - ADR (South Korea) (Note 7)		31,150		703,056

				1,440,169

Total Telecommunication Services				2,491,079

Utilities - 0.23%
Electric Utilities - 0.10%
E.ON AG (Germany) (Note 7)		2,350		480,648

Multi-Utilities - 0.06%
National Grid plc (United Kingdom) (Note 7)		11,210		156,119
Suez S.A. (France) (Note 7)		2,309		164,030

				320,149

Water Utilities - 0.07%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) (Brazil) (Note 7)		6,976		177,622
Companhia de Saneamento de Minas Gerais - Copasa MG (Brazil) (Note 7)		9,850		163,604

				341,226

Total Utilities				1,142,023

TOTAL COMMON STOCKS (Identified Cost $455,959,011)				439,581,140


WARRANTS - 0.00%**
Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011 (Identified Cost $2,672)		4,132		3,512


U.S. TREASURY BONDS - 5.44%
U.S. Treasury Bond, 5.25%, 11/15/2028	$	8,000,000		8,773,752
U.S. Treasury Bond, 5.25%, 2/15/2029		8,000,000		8,776,872
U.S. Treasury Bond, 5.375%, 2/15/2031		8,000,000		9,000,624

TOTAL U.S. TREASURY BONDS (Identified Cost $27,068,867)				26,551,248


The accompanying notes are an integral part of the financial statements.		83

Investment Portfolio - April 30, 2008 (unaudited)


*Pro-Blend^® Maximum Term Series*	*Shares/* *Principal Amount*		Value (Note 2)


SHORT-TERM INVESTMENTS - 4.49%
Dreyfus Treasury Cash Management - Institutional Shares		13,975,452	$	13,975,452
Fannie Mae Discount Note, 7/3/2008	$	5,000,000		4,982,940
Federal Home Loan Bank Discount Note, 5/9/2008		3,000,000		2,998,436

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $21,955,990)				21,956,828

TOTAL INVESTMENTS - 99.87% (Identified Cost $504,986,540)				488,092,728

OTHER ASSETS LESS LIABILITIES - 0.13%				650,700

NET ASSETS - 100%			$	488,743,428

*Non-income producing security

**Less than 0.01%

ADR - American Depository Receipt

¹Bank of New York Mellon Corp. is the parent company of Mellon Trust of New England N.A., the Fund’s custodian.

²The Chairman and CEO of the company serves as a director of the Fund (see Note 2 to the financial statements).


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

Statement of Assets and Liabilities - Pro Blend^® Maximum Term Series (unaudited)

April 30, 2008


ASSETS:


Investments, at value (identified cost $504,986,540) (Note 2)	$	488,092,728
Cash		1,151,547
Foreign currency, at value (cost $479)		479
Receivable for securities sold		4,022,006
Receivable for fund shares sold		557,231
Interest receivable		371,319
Dividends receivable		332,248
Foreign tax reclaims receivable		120,987
Prepaid expenses		14,508
Receivable from investment advisor (Note 3)		26

TOTAL ASSETS		494,663,079

LIABILITIES:
Accrued management fees (Note 3)		293,973
Accrued shareholder services fees (Class S) (Note 3)		97,612
Accrued fund accounting and transfer agent fees (Note 3)		14,351
Accrued directors’ fees (Note 3)		905
Accrued Chief Compliance Officer service fees (Note 3)		883
Payable for securities purchased		5,334,243
Payable for fund shares repurchased		177,684

TOTAL LIABILITIES		5,919,651

TOTAL NET ASSETS	$	488,743,428

NET ASSETS CONSIST OF:

Capital stock	$	307,540
Additional paid-in-capital		503,621,812
Undistributed net investment income		1,838,271
Accumulated net realized loss on investments, foreign currency and other assets and liabilities		(141,892	)
Net unrealized depreciation on investments, foreign currency and other assets and liabilities		(16,882,303	)

TOTAL NET ASSETS	$	488,743,428

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS S ($485,227,854/30,419,383 shares)	$	15.95

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS I ($3,515,574/334,610 shares)	$	10.51


The accompanying notes are an integral part of the financial statements.		85

Statement of Operations - Pro Blend^® Maximum Term Series (unaudited)

For the Six Months Ended April 30, 2008


INVESTMENT INCOME:


Dividends (net of foreign tax withheld, $127,874)	$	3,957,810
Interest		841,172

Total Investment Income		4,798,982

EXPENSES:
Management fees (Note 3)		2,224,473
Shareholder services fees (Class S) (Note 3)		194,618
Fund accounting and transfer agent fees (Note 3)		162,652
Directors’ fees (Note 3)		5,569
Chief Compliance Officer service fees (Note 3)		3,034
Custodian fees		21,332
Miscellaneous		65,938

Total Expenses		2,677,616
Less reimbursement of expenses (Note 3)		(26	)

Net Expenses		2,677,590

NET INVESTMENT INCOME		2,121,392

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on -
Investments		1,095,971
Foreign currency and other assets and liabilities		3,832

		1,099,803


Net change in unrealized appreciation (depreciation) on -
Investments		(50,474,514	)
Foreign currency and other assets and liabilities		4,018

		(50,470,496	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(49,370,693	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(47,249,301	)


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

Statements of Changes in Net Assets - Pro-Blend^® Maximum Term Series


	For the Six Months Ended 4/30/08 (unaudited)			For the Year Ended 10/31/07

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,121,392		$	2,723,776
Net realized gain on investments and foreign currency		1,099,803			50,353,082
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(50,470,496	)		(754,525	)

Net increase (decrease) from operations		(47,249,301	)		52,322,333

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,905,380	)		(2,695,726	)
From net realized gain on investments		(51,012,468	)		(19,147,965	)

Total distributions to shareholders		(52,917,848	)		(21,843,691	)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		71,144,462			201,573,397

Net increase (decrease) in net assets		(29,022,687	)		232,052,039

NET ASSETS:

Beginning of period		517,766,115			285,714,076

End of period (including undistributed net investment income of $1,838,271 and $1,622,259, respectively)	$	488,743,428		$	517,766,115


The accompanying notes are an integral part of the financial statements.		87

Financial Highlights - Pro-Blend^® Maximum Term Series - Class S


	For the Six Months Ended 4/30/08 (unaudited)	*For the Years Ended*
	For the Six Months Ended 4/30/08 (unaudited)	*10/31/07*	*10/31/06*	*10/31/05*	*10/31/04*	*10/31/03*


Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$19.57	$18.35	$16.79	$15.00	$13.05	$10.86

Income (loss) from investment operations:
Net investment income	0.07	0.11	0.14	0.08	0.04	0.04
Net realized and unrealized gain (loss) on investments	(1.75)	2.41	2.80	2.11	1.94	2.25

Total from investment operations	(1.68)	2.52	2.94	2.19	1.98	2.29


Less distributions to shareholders:
From net investment income	(0.07)	(0.15)	(0.08)	(0.05)	(0.03)	(0.10)
From net realized gain on investments	(1.87)	(1.15)	(1.30)	(0.35)	—	—

Total distributions to shareholders	(1.94)	(1.30)	(1.38)	(0.40)	(0.03)	(0.10)

Net asset value - End of period	$15.95	$19.57	$18.35	$16.79	$15.00	$13.05

Net assets - End of period (000’s omitted)	$485,228	$517,766	$285,714	$186,547	$131,747	$91,859

Total return¹	(8.89%)	14.37%	18.87%	14.84%	15.20%	21.20%
Ratios (to average net assets)/ Supplemental Data:
Expenses*	1.11%²	1.12%	1.16%	1.20%	1.20%	1.20%
Net investment income	0.88%²	0.67%	0.94%	0.51%	0.31%	0.37%
Portfolio turnover	43%	61%	56%	61%	68%	73%

*The investment advisor did not impose all of its management fee in some periods and in some periods paid a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by the following amount:
	N/A	N/A	N/A	0.02%	0.06%	0.09%

²Annualized.


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

Financial Highlights - Pro-Blend^® Maximum Term Series - Class I



		For the Period 3/28/08¹ to 4/30/08 (unaudited)

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

Income from investment operations:
Net investment income		0.01
Net realized and unrealized gain on investments		0.50

Total from investment operations		0.51

Net asset value - End of period		$10.51

Net assets - End of period (000’s omitted)		$3,516

Total return²		5.10%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85%^3,4
Net investment income		0.99%³
Portfolio turnover		43%

*The investment advisor reimbursed a portion of the Class’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have been increased by 0.02%³.

¹Commencement of operations.

²Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions.

³Annualized.

⁴See Note 3 to the financial statements.


The accompanying notes are an integral part of the financial statements.		89

Notes to Financial Statements (unaudited)

1.	ORGANIZATION

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

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific goals. The goals are as follows: Pro-Blend^® Conservative Term Series - primary goal is preservation of capital; secondary goal is long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary goal is long-term growth of capital; secondary goal is preservation of capital. Pro-Blend^® Maximum Term Series - primary goal is long-term growth of capital.

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

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 5.0 billion shares of common stock each having a par value of $0.01. As of April 30, 2008, 3.3 billion shares have been designated in total among 27 series, of which 87.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, and 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

Debt securities, including government bonds, corporate bonds and mortgage-backed securities, will normally be valued on the basis of evaluated bid prices provided by the Fund’s pricing service.


90

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”).

Security Transactions, Investment Income and Expenses

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

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

Foreign Currency Translation

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

Securities Purchased on a When-Issued Basis or Forward Commitment

Each Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes


		91

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

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

the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series account for such dollar rolls as purchases and sales. None of the Series had TBA dollar rolls outstanding as of April 30, 2008.

Restricted Securities

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

Affiliated Companies

The Chairman and CEO of Alsius Corp. serves as a director of the Fund. Therefore, Alsius Corp. (formerly Ithaka Acquisition Corp.) is considered an “affiliated company” as defined in the 1940 Act. The following transactions were effected in shares of Alsius Corp. for the six-month period ended April 30, 2008:


*Pro-Blend^® Conservative Term*
*Name of Issuer*	Number of Shares Held as of 10/31/07	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/08	Value as of 4/30/08		Investment Income		Realized Gain
Alsius Corp.	2,120	1,416	—	3,536	$	3,182	$	—	$	—
Alsius Corp., 8/3/2009 Warrants*	7,770	—	7,770	—		—		—		—


*Pro-Blend^® Moderate Term*
*Name of Issuer*	Number of Shares Held as of 10/31/07	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/08	Value as of 4/30/08		Investment Income		Realized Gain
Alsius Corp.	15,410	10,285	—	25,695	$	23,126	$	—	$	—
Alsius Corp., 8/3/2009 Warrants*	56,550	—	56,550	—		—		—		—


92

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Affiliated Companies (continued)


*Pro-Blend^® Extended Term*
*Name of Issuer*	Number of Shares Held as of 10/31/07	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/08	Value as of 4/30/08		Investment Income		Realized Gain
Alsius Corp.	33,730	22,500	—	56,230	$	50,607	$	—	$	—
Alsius Corp., 8/3/2009 Warrants*	123,750	—	123,750	—		—		—		—


*Pro-Blend^® Maximum Term*
*Name of Issuer*	Number of Shares Held as of 10/31/07	Gross Additions	Gross Reductions	Number of Shares Held as of 4/30/08	Value as of 4/30/08		Investment Income		Realized Gain
Alsius Corp.	30,371	16,327	—	46,698	$	42,028	$	—	$	—
Alsius Corp., 8/3/2009 Warrants*	89,790	—	89,790	—		—		—		—

* The warrants were exercised into new common shares of Alsius Corp. during the period.

Federal Taxes

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

Distributions of Income and Gains


		93

Notes to Financial Statements (unaudited)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets. Prior to March 1, 2008, the annual advisory fee was 0.80% for Pro-Blend^® Conservative Term Series and 1.00% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

Effective March 1, 2008, Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Series’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.


94

Notes to Financial Statements (unaudited)

3.	TRANSACTIONS WITH AFFILIATES (continued)


*Series/Class*	*Expense Limit*
Pro-Blend^® Conservative Term Series Class S	1.00	%
Pro-Blend^® Conservative Term Series Class I	0.70	%
Pro-Blend^® Moderate Term Series Class S	1.20	%
Pro-Blend^® Moderate Term Series Class I	0.85	%
Pro-Blend^® Extended Term Series Class S	1.20	%
Pro-Blend^® Extended Term Series Class I	0.85	%
Pro-Blend^® Maximum Term Series Class S	1.20	%
Pro-Blend^® Maximum Term Series Class I	0.85	%

For the six months ended April 30, 2008 the Advisor did not reimburse any expenses of the Pro-Blend^® Conservative Term Series Class S, Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S, and Pro-Blend^® Maximum Term Series Class S. For the period March 28, 2008 (commencement of operations) to April 30, 2008, the Advisor reimbursed expenses of $26 for Pro-Blend^® Maximum Term Series Class I, which is reflected as a reduction of expenses on the Statement of Operations. For Pro-Blend^® Conservative Term Series Class I and Pro-Blend^® Moderate Term Series Class I, the Advisor reimbursed expenses to keep the expense limits of each class at the previously stated contractual limits; however, due to rounding, this is not shown as a reduction of expenses on the Statement of Operations as the amounts reimbursed were less than $0.50. For Pro-Blend^® Extended Term Series Class I, the Advisor did not reimburse any expenses. The Advisor is not eligible to recoup any expenses that have been reimbursed.


		95

Notes to Financial Statements (unaudited)

4.	PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 2008, purchases and sales of securities, other than short-term securities, were as follows:


	*Purchases*				*Sales*
Series	Other Issuers		Government		Other Issuers		Government
Pro-Blend^® Conservative Term Series	$	20,081,740	$	26,947,984	$	15,811,600	$	22,185,862
Pro-Blend^® Moderate Term Series		77,807,775		18,220,924		119,868,294		87,748,245
Pro-Blend^® Extended Term Series		140,835,600		66,298,404		144,254,325		91,844,246
Pro-Blend^® Maximum Term Series		190,448,274		27,105,000		166,815,061		36,808,750

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class S and Class I shares:


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount

Pro-Blend^® Conservative Term Series Class S:
Sold	4,005,980		$	48,700,602		4,876,424		$	60,404,387
Reinvested	491,135			5,878,890		284,828			3,457,488
Repurchased	(3,664,618	)		(44,161,922	)	(2,296,456	)		(28,414,629	)

Total	832,497		$	10,417,570		2,864,796		$	35,447,246


	For the Period 3/28/08 (commencement of operations) to 4/30/08
	Shares	Amount
Pro-Blend^® Conservative Term Series Class I:

Sold	40	$	400
Reinvested	—		—
Repurchased	—		—

Total	40	$	400


96

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount

Pro-Blend^® Moderate Term Series Class S:
Sold	4,416,741		$	56,316,945		9,073,065		$	123,510,029
Reinvested	2,587,792			32,476,797		1,322,158			17,558,141
Repurchased	(12,722,703	)		(156,749,653	)	(5,569,323	)		(76,013,590	)

Total	(5,718,170	)	$	(67,955,911	)	4,825,900		$	65,054,580


	For the Period 3/28/08 (commencement of operations) to 4/30/08
	Shares	Amount
Pro-Blend^® Moderate Term Series Class I:

Sold	40	$	400
Reinvested	—		—
Repurchased	—		—

Total	40	$	400


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount

Pro-Blend^® Extended Term Series Class S:
Sold	5,760,937		$	88,436,224		9,943,703		$	169,452,954
Reinvested	4,064,925			61,949,462		2,429,935			40,020,138
Repurchased	(6,991,495	)		(105,041,279	)	(7,131,585	)		(120,536,136	)

Total	2,834,367		$	45,344,407		5,242,053		$	88,936,956


	For the Period 3/28/08 (commencement of operations) to 4/30/08
	Shares	Amount

Pro-Blend^® Extended Term Series Class I:
Sold	56	$	560
Reinvested	—		—
Repurchased	—		—

Total	56	$	560


		97

Notes to Financial Statements (unaudited)

5.	CAPITAL STOCK TRANSACTIONS (continued)


	For the Six Months Ended 4/30/08					For the Year Ended 10/31/07
	Shares		Amount			Shares		Amount

Pro-Blend^® Maximum Term Series Class S:
Sold	6,364,100		$	104,559,148		14,828,132		$	275,616,079
Reinvested	3,170,951			52,320,698		1,211,084			21,749,413
Repurchased	(5,571,779	)		(89,118,282	)	(5,151,684	)		(95,792,095	)

Total	3,963,272		$	67,761,564		10,887,532		$	201,573,397


	For the Period 3/28/08 (commencement of operations) to 4/30/08
	Shares	Amount

Pro-Blend^® Maximum Term Series Class I:
Sold	334,610	$	3,382,898
Reinvested	—		—
Repurchased	—		—

Total	334,610	$	3,382,898

6.	FINANCIAL INSTRUMENTS

Each of the Series may trade in financial instruments with off-balance sheet risk in the normal course of their investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by any of the Series on April 30, 2008.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

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


98

Notes to Financial Statements (unaudited)

8.	FEDERAL INCOME TAX INFORMATION (continued)


	Pro-Blend^® Conservative Term Series		Pro-Blend^® Moderate Term Series		Pro-Blend^® Extended Term Series		Pro-Blend^® Maximum Term Series
Ordinary income	$	2,566,142	$	10,202,367	$	16,544,877	$	7,856,689
Long-term capital gains		922,976		7,491,703		24,181,295		13,987,002


	Pro-Blend^® Conservative Term Series			Pro-Blend^® Moderate Term Series			Pro-Blend^® Extended Term Series			Pro-Blend^® Maximum Term Series
Cost for federal income tax purposes	$	111,368,469		$	255,371,869		$	555,761,704		$	505,180,353

Unrealized appreciation	$	4,541,356		$	16,194,906		$	38,017,148		$	25,115,944
Unrealized depreciation		(2,481,846	)		(10,831,584	)		(35,252,336	)		(42,203,569	)

Net unrealized appreciation/depreciation	$	2,059,510		$	5,363,322		$	2,764,812		$	(17,087,625	)

9.	RECENT ACCOUNTING PRONOUNCEMENTS


		99

Renewal of Investment Advisory Agreement (unaudited)

•

The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Current Investment


100

Renewal of Investment Advisory Agreement (unaudited)

•


		101

Proxy Voting Results (unaudited)

PROPOSAL 1:

Election of Directors.


	Number of Shares voted for	Number of Shares withheld
B. Reuben Auspitz	215,932,354.541	15,898,685.154
Stephen B. Ashley	215,960,751.214	15,870,288.481
Peter L. Faber	217,504,725.208	14,326,314.487
Harris H. Rusitzky	215,924,013.609	15,907,026.086

PROPOSAL 2:

To approve the investment advisory agreement between Manning & Napier Advisors, Inc. and Manning & Napier Fund, Inc.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,111,407.199	13,460,139.711	14,504,215.987	11,008,372.420
Against	2,160.970	13,756.727	32,375.762	135,963.446
Abstain (includes broker non-votes)	1,018,090.726	4,272,672.391	4,340,568.734	3,840,667.972

PROPOSAL 3:

Eliminating, amending, or reclassifying certain fundamental investment policies or restrictions.

Proposal 3.A.i. To approve changes to the fundamental policy regarding borrowing money.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,079,662.971	13,431,605.068	14,314,407.453	10,905,558.670
Against	38,862.771	23,631.372	186,839.079	211,170.280
Abstain (includes broker non-votes)	1,013,133.153	4,291,332.389	4,375,913.951	3,868,274.888


102

Proxy Voting Results (unaudited)

Proposal 3.A.ii. To approve changes to the fundamental policy regarding percentage of assets invested in any one industry.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,116,036.741	13,431,834.068	14,406,296.741	10,893,733.243
Against	2,322.001	30,149.372	106,284.791	201,865.707
Abstain (includes broker non-votes)	1,013,300.153	4,284,585.389	4,364,578.951	3,889,404.888

Proposal 3.A.iii. To approve changes to the fundamental policy regarding loans.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,111,414.741	13,431,977.068	14,330,097.962	10,900,128.584
Against	6,944.001	29,579.372	172,849.570	203,194.366
Abstain (includes broker non-votes)	1,013,300.153	4,285,012.389	4,374,212.951	3,881,680.888

Proposal 3.A.iv. To approve changes to the fundamental policy regarding issuance of senior securities or pledging its assets.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,109,038.741	13,438,352.068	14,340,834.679	10,903,670.991
Against	6,944.001	23,631.372	161,082.853	203,623.959
Abstain (includes broker non-votes)	1,015,676.153	4,284,585.389	4,375,242.951	3,877,708.888

Proposal 3.A.v. To approve changes to the fundamental policy regarding buying or selling of commodities or commodity contracts.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,115,586.741	13,435,245.068	14,382,812.442	10,909,907.929
Against	2,772.001	26,738.372	117,280.090	197,730.021
Abstain (includes broker non-votes)	1,013,300.153	4,284,585.389	4,377,067.951	3,877,365.888


		103

Proxy Voting Results (unaudited)

Proposal 3.A.vi. To approve changes to the fundamental policy regarding underwriting of securities.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,113,210.741	13,428,540.068	14,381,144.741	10,928,267.310
Against	5,148.001	33,443.372	118,230.791	182,771.640
Abstain (includes broker non-votes)	1,013,300.153	4,284,585.389	4,377,784.951	3,873,964.888

Proposal 3.A.vii. To approve changes to the fundamental policy regarding diversification.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,116,203.741	13,432,669.068	14,384,210.700	10,929,115.811
Against	2,322.001	22,994.372	111,841.832	180,439.139
Abstain (includes broker non-votes)	1,013,133.153	4,290,905.389	4,381,107.951	3,875,448.888


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,073,717.495	13,419,502.932	14,257,641.387	10,883,671.163
Against	44,641.247	42,053.508	241,243.145	226,566.787
Abstain (includes broker non-votes)	1,013,300.153	4,285,012.389	4,378,275.951	3,874,765.888

Proposal 3.B.ii. To approve changes to the policy/restriction regarding the purchase of securities on margin.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,034,350.725	13,412,742.932	14,211,841.974	10,861,102.844
Against	84,008.017	48,813.508	288,250.558	245,387.106
Abstain (includes broker non-votes)	1,013,300.153	4,285,012.389	4,377,067.951	3,878,513.888


104

Proxy Voting Results (unaudited)

Proposal 3.B.iii. To approve changes to the policy/restriction regarding acquiring securities of other investment companies.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,077,889.495	13,421,304.932	14,296,167.078	10,896,287.553
Against	40,469.247	40,678.508	203,925.454	203,253.016
Abstain (includes broker non-votes)	1,013,300.153	4,284,585.389	4,377,067.951	3,885,463.269

Proposal 3.B.iv. To approve changes to the policy/restriction regarding warrants.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	3,073,434.495	13,410,032.932	14,236,512.810	10,897,466.802
Against	45,091.247	43,980.508	193,569.480	201,620.228
Abstain (includes broker non-votes)	1,013,133.153	4,292,555.389	4,447,078.193	3,885,916.808

Proposal 3.B.v. To approve changes to the policy/restriction regarding options on securities and with respect to stock index and currency futures and related options.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,905,948.272	12,846,333.381	13,059,379.218	10,303,952.558
Against	210,644.470	607,655.059	1,438,475.314	815,544.392
Abstain (includes broker non-votes)	1,015,066.153	4,292,580.389	4,379,305.951	3,865,506.888

Proposal 3.B.vi. To approve changes to the policy/restriction regarding hedging and derivative transactions.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,868,601.484	12,846,064.381	13,065,093.861	10,293,375.199
Against	249,757.258	607,497.059	1,374,403.429	817,421.751
Abstain (includes broker non-votes)	1,013,300.153	4,293,007.389	4,437,663.193	3,874,206.888


		105

Proxy Voting Results (unaudited)

Proposal 3.B.vii. To approve changes to the policy/restriction regarding the purchase of foreign securities.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,872,066.502	12,842,371.107	13,158,429.558	10,347,410.324
Against	246,735.240	611,190.333	1,341,713.974	781,071.626
Abstain (includes broker non-votes)	1,012,857.153	4,293,007.389	4,377,016.951	3,856,521.888

Proposal 3.C.i. To approve changes to the policy/restriction regarding investment for the purpose of exercising control over management.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,943,035.518	12,851,940.044	13,158,461.158	10,320,865.281
Against	175,323.224	601,692.396	1,340,914.374	794,903.669
Abstain (includes broker non-votes)	1,013,300.153	4,292,936.389	4,377,784.951	3,869,234.888

Proposal 3.C.iii. To approve changes to the policy/restriction regarding short sales or short positions.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,945,578.518	12,852,775.517	13,136,517.900	10,305,066.281
Against	172,947.224	600,785.923	1,363,083.632	807,067.669
Abstain (includes broker non-votes)	1,013,133.153	4,293,007.389	4,377,558.951	3,872,869.888

Proposal 3.C.iv. To approve changes to the policy/restriction regarding participation in a joint or joint and several basis in trading account in securities.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,945,411.518	12,854,358.517	13,155,276.514	10,316,268.406
Against	172,947.224	597,491.923	1,283,994.776	793,349.544
Abstain (includes broker non-votes)	1,013,300.153	4,294,718.389	4,437,889.193	3,875,385.888


106

Proxy Voting Results (unaudited)

Proposal 3.C.v. To approve changes to the policy/restriction regarding investment in oil, gas or other mineral exploration or development programs.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,909,320.748	12,830,025.517	13,158,312.859	10,269,696.702
Against	209,037.994	596,202.923	1,342,937.673	791,057.248
Abstain (includes broker non-votes)	1,013,300.153	4,320,340.389	4,375,909.951	3,924,249.888

Proposal 3.C.vi. To approve changes to the policy/restriction regarding officers and directors of the Fund.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,906,298.730	12,827,545.517	13,150,426.379	10,236,459.166
Against	212,060.012	595,830.923	1,347,547.153	827,052.784
Abstain (includes broker non-votes)	1,013,300.153	4,323,192.389	4,379,186.951	3,921,491.888

Proposal 3.C.vii. To approve changes to the policy/restriction regarding investing in any company with less than three years continuous operation.


	*Number of shares voted*
	Pro-Blend^® Conservative Term Series	Pro-Blend^® Moderate Term Series	Pro-Blend^® Extended Term Series	Pro-Blend^® Maximum Term Series
For	2,909,320.748	12,850,226.044	13,212,619.261	10,341,193.486
Against	209,037.994	601,624.396	1,286,357.271	778,730.083
Abstain (includes broker non-votes)	1,013,300.153	4,294,718.389	4,378,183.951	3,865,080.269


		107

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108

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		109

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


110

ITEM 2:

CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3:

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4:

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5:

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6:

INVESTMENTS

See Investment Portfolios under Item 1 on this Form N-CSR.

Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8:

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11:

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be

disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12:

EXHIBITS

(a)(1) Not applicable for Semi-Annual Reports.

(a)(2) Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3) Not applicable.

(b) A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX-99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of

Manning & Napier Fund, Inc.

June 27, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of

Manning & Napier Fund, Inc.

June 27, 2008

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial

Officer of Manning & Napier Fund, Inc.

June 27, 2008