Manning & Napier Fund, Inc.

N-CSR 1 d283641dncsr.htm MANNING & NAPIER FUND, INC. Manning & Napier Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: January 1, 2016 through December 31, 2016

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

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

ITEM 1: REPORTS TO STOCKHOLDERS.

LOGO

Real Estate Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

2016 reminded investors of two important characteristics of financial markets. First, unexpected events can and will happen, and second, the market reaction to those events can in itself be unexpected. In late June, the United Kingdom (UK) held a referendum where the decision was made to exit the European Union (EU). While the possibility of a Brexit was considered, polling information the day before showed the majority in favor of remaining in the EU. The result sent shockwaves through financial markets, and arguably the British government itself, as the Prime Minister resigned. While markets initially sold off sharply in the days following the vote, the subsequent recovery was swift and UK markets actually posted positive returns during the third quarter.

November brought an even greater surprise with the election of Donald Trump to the U.S. presidency. Conventional wisdom leading into the election held that in the unlikely event that Donald Trump was victorious, a significant market sell-off would likely ensue. Early financial market indicators on election night certainly fit this scenario as Dow Jones Industrial Average futures fell over 800 points in overnight trading. However, by the morning bell the following day, the broad U.S. market had recovered most of its losses and went on to post positive returns for the month.

Despite these events, the global economic environment during the last several years generally persisted during 2016. Most notably, the global economy remained on its slow growth trajectory, and despite a notable increase during the fourth quarter, U.S. interest rates finished the year only slightly above where they began. From an economic perspective, the recent election result in the U.S. raises the prospects for improved confidence and business spending; however, it would be difficult to envision sustainably higher growth and inflation without governments pursuing true structural reform and/or undertaking a definitive shift in policy.

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Real Estate Series

Fund Commentary

(unaudited)

Investment Objective

To provide high current income and long-term capital appreciation by investing principally in companies in the real estate industry. Under normal circumstances, at least 80% of the Series’ assets will be invested in securities of companies that are principally engaged in the U.S. real estate industry. These companies include those directly engaged in the real estate industry as well as in industries serving and/or related to the real estate industry.

Performance Commentary

Similar to the broader equity market, 2016 was a year of growth for the real estate market, with the MSCI U.S. Real Estate Investment Trust (REIT) Index posting a gain overall. Real estate investment trusts (REITs) have seen continued growth in income from properties, although rent growth has slowed to some degree in certain segments of the market. While the market as a whole performed the strongest in the first two quarters of the year, there was more significant differentiation by property type in the second half. Some areas of real estate which are more strongly linked to business activity experienced continued gains later in the year, as U.S. elections appeared to raise prospects for improved business confidence. However, areas such as the retail segment of the market experienced headwinds as regional malls continue to face a slowdown in department store sales. Additionally, interest rate increases weighed on real estate returns later in the year, although overall interest rate moves over the entire year were more modest.

The MSCI U.S. REIT Index returned 7.14% in 2016. The Real Estate Series Class S returned 7.91%, outperforming the benchmark. REIT sector positioning was modestly additive to relative performance over the year, while security selection was the most significant contributor. The Series has outperformed the benchmark over longer time periods as well (e.g., 3-year, 5-year, since inception).

Compared to the benchmark, an overweight to shopping centers, single family housing, student housing, and an underweight to Mall REITs benefited relative performance. An underweight to Triple Net Retail REITs and Hospitality REITs was a detractor. Selection was most favorable to relative performance in the Apartment and Healthcare sectors, while being offset to some degree by selection in Hospitality and Office REITs.

We believe overall there are favorable prospects for REITs to grow rents and cash flows. However, we believe growing levels of supply in some areas of the market suggest certain property types may be toward the later stage of their real estate cycle, particularly for apartments in central business districts, lodging, and certain segments of healthcare.

We currently favor datacenters within the office sector and single family housing and student housing within the residential sector. We are seeking to avoid mall exposure where consolidation and/or closings are occurring. Within healthcare, we have emphasized medium-to-smaller REITs which may benefit from growing demand for smaller medical office buildings. The portfolio currently has an allocation to timber as it offers a store of value and prospects for growth. Finally, we continue to target attractively valued securities by considering the real estate cycle and conducting company-level fundamental analysis.

As we begin 2017, our long-term secular slow growth overview is unchanged, and we expect growth to remain within the post-global financial crisis range of GDP growth. However, over the intermediate term, we could see a marginal cyclical pickup in growth and inflation, particularly in the U.S. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular growth trends in an effort to generate above market returns. We continue to anticipate volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

Real Estate Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

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

Please see the next page for additional performance information as of December 31, 2016.

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

Real Estate Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Real Estate Series - Class S³		7.91	%		12.51	%		13.77	%
Manning & Napier Fund, Inc. - Real Estate Series - Class I^3,4		8.17	%		12.76	%		13.94	%
MSCI U.S. Real Estate Investment Trust (REIT) Index^5,6		7.14	%		10.51	%		13.55	%
S&P 500 Total Return Index⁷		11.93	%		14.65	%		12.93	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Real Estate Series - Class S from its inception¹ (November 10, 2009) to present (December 31, 2016) to the MSCI U.S. REIT Index and the S&P 500 Total Return Index.

LOGO

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

²Performance numbers for the Series and Index are calculated from November 10, 2009, the Class S inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 1.09% for Class S and 0.84% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.09% for Class S and 0.84% for Class I for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on August 1, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Real Estate Series - Class S.

⁵The Series’ primary index has changed from the Standard & Poor’s 500 Total Return Index to the MSCI U.S. Real Estate Investment Trust (REIT) Index because the market representation of the MSCI U.S. REIT Index better represents the principal investment strategies of the Series.

⁶The MSCI U.S. Real Estate Investment Trust (REIT) Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

⁷The S&P 500 Total Return Index is an unmanaged, capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange, and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends and do not reflect any fees or expenses. Index returns provided by Bloomberg.

Real Estate Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$967.60		$5.39		1.09%
Hypothetical (5% return before expenses)		$1,000.00		$1,019.66		$5.53		1.09%
Class I
Actual		$1,000.00		$968.30		$4.16		0.84%
Hypothetical (5% return before expenses)		$1,000.00		$1,020.91		$4.27		0.84%

*Expenses are equal to each Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data.

Real Estate Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO


Top Ten Stock Holdings²
Simon Property Group, Inc.	4.0	%	CubeSmart	2.4%
Equinix, Inc.	3.9	%	Apartment Investment & Management Co. - Class A	2.2%
Prologis, Inc.	3.2	%	Forest City Realty Trust, Inc. - Class A	2.2%
Community Healthcare Trust, Inc.	2.4	%	Physicians Realty Trust	2.1%
AvalonBay Communities, Inc.	2.4	%	Mid-America Apartment Communities, Inc.	2.1%

²As a percentage of total investments.

Real Estate Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 99.2%

Consumer Discretionary - 1.6%
Hotels, Restaurants & Leisure - 0.7%
Accor S.A. (France)¹		57,150	$	2,128,998

Household Durables - 0.9%
LGI Homes, Inc.*		95,290		2,737,682


Total Consumer Discretionary				4,866,680


Information Technology - 1.4%
IT Services - 1.4%
InterXion Holding N.V. - ADR (Netherlands)*		120,890		4,239,612


Real Estate - 96.2%
Real Estate Management & Development - 0.6%
First Capital Realty, Inc. (Canada)		123,580		1,902,505

REITS - Apartments - 15.3%
American Campus Communities, Inc.		105,020		5,226,845
American Homes 4 Rent - Class A		228,980		4,804,000
Apartment Investment & Management Co. - Class A		147,790		6,717,055
AvalonBay Communities, Inc.		40,590		7,190,518
Colony Starwood Homes		146,160		4,210,870
Education Realty Trust, Inc.		92,520		3,913,596
Equity Residential		76,240		4,906,806
Mid-America Apartment Communities, Inc.		64,940		6,358,925
UDR, Inc.		91,870		3,351,418


				46,680,033

REITS - Diversified - 20.7%
CatchMark Timber Trust, Inc. - Class A		262,070		2,950,908
CoreCivic, Inc.		211,290		5,168,153
CoreSite Realty Corp.		24,220		1,922,341
Crown Castle International Corp.		29,110		2,525,875
Digital Realty Trust, Inc.		62,330		6,124,546
Equinix, Inc.		32,800		11,723,048
Forest City Realty Trust, Inc. - Class A		315,800		6,581,272
Hibernia REIT plc (Ireland)¹		1,027,000		1,330,804
Lamar Advertising Co. - Class A		57,610		3,873,696
NorthStar Realty Finance Corp.		193,140		2,926,071
Outfront Media, Inc.		187,425		4,661,260
Potlatch Corp.		93,910		3,911,352
Vornado Realty Trust		32,120		3,352,364
Weyerhaeuser Co.		204,830		6,163,335


				63,215,025

REITS - Health Care - 12.0%
Community Healthcare Trust, Inc.		315,260		7,260,438
Global Medical REIT, Inc.		321,410		2,866,977

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

Real Estate Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
REITS - Health Care (continued)
HCP, Inc.		150,560	$	4,474,643
Healthcare Realty Trust, Inc.		50,230		1,522,974
Healthcare Trust of America, Inc. - Class A		172,610		5,024,677
Physicians Realty Trust		343,270		6,508,399
Ventas, Inc.		71,680		4,481,434
Welltower, Inc.		64,400		4,310,292


				36,449,834

REITS - Hotels - 3.2%
Chesapeake Lodging Trust		170,870		4,418,698
Host Hotels & Resorts, Inc.		155,790		2,935,084
LaSalle Hotel Properties		73,940		2,252,952


				9,606,734

REITS - Industrial - 7.1%
Prologis, Inc.		185,860		9,811,549
Rexford Industrial Realty, Inc.		259,600		6,020,124
Terreno Realty Corp.		199,630		5,687,459


				21,519,132

REITS - Manufactured Homes - 2.0%
Equity LifeStyle Properties, Inc.		42,630		3,073,623
Sun Communities, Inc.		40,790		3,124,922


				6,198,545

REITS - Office Property - 7.6%
Alexandria Real Estate Equities, Inc.		54,900		6,101,037
Axiare Patrimonio SOCIMI S.A. (Spain)¹		120,490		1,752,849
Boston Properties, Inc.		33,030		4,154,513
Brandywine Realty Trust		292,070		4,822,076
Columbia Property Trust, Inc.		111,530		2,409,048
Douglas Emmett, Inc.		107,980		3,947,749


				23,187,272

REITS - Regional Malls - 9.1%
Fibra Shop Portafolios Inmobiliarios S.A.P.I. de C.V. (Mexico)		1,905,315		1,181,076
General Growth Properties, Inc.		218,950		5,469,371
The Macerich Co.		51,780		3,668,095
Simon Property Group, Inc.		69,020		12,262,783
Tanger Factory Outlet Centers, Inc.		83,740		2,996,217
Taubman Centers, Inc.		30,150		2,228,990


				27,806,532

REITS - Retail - 1.2%
Klepierre (France)¹		92,350		3,623,692

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

Real Estate Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
REITS - Shopping Centers - 5.0%
Brixmor Property Group, Inc.		147,180	$	3,594,136
DDR Corp.		193,450		2,953,982
Equity One, Inc.		111,160		3,411,500
Retail Properties of America, Inc. - Class A		170,830		2,618,824
Urban Edge Properties		95,070		2,615,376


				15,193,818

REITS - Single Tenant - 5.1%
Agree Realty Corp.		95,300		4,388,565
Spirit Realty Capital, Inc.		516,380		5,607,887
STORE Capital Corp.		223,070		5,512,060


				15,508,512

REITS - Storage - 7.3%
CubeSmart		267,090		7,149,999
Extra Space Storage, Inc.		29,720		2,295,573
Life Storage, Inc.		61,331		5,229,081
National Storage Affiliates Trust		151,640		3,346,695
Public Storage		18,300		4,090,050


				22,111,398


Total Real Estate				293,003,032

Utilities - 0.0%#
Electric Utilities - 0.0%#
Prime AET&D Holdings No.1 Ltd. (Australia)*²		125,000		—

TOTAL COMMON STOCKS
(Identified Cost $265,638,413)				302,109,324


SHORT-TERM INVESTMENT - 0.2%
Dreyfus Government Cash Management³ , 0.45%
(Identified Cost $746,073)		746,073		746,073


TOTAL INVESTMENTS - 99.4%
(Identified Cost $266,384,486)				302,855,397
OTHER ASSETS, LESS LIABILITIES - 0.6%				1,765,922


NET ASSETS - 100%			$	304,621,319

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

Real Estate Series

Investment Portfolio - December 31, 2016

ADR - American Depositary Receipt

No. - Number

REITS - Real Estate Investment Trusts

*Non-income producing security.

#Less than 0.1%

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

²Security has been valued at fair value as determined in good faith by the Advisor.

³Rate shown is the current yield as of December 31, 2016.

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

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

Real Estate Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $266,384,486) (Note 2)	$	302,855,397
Receivable for fund shares sold		1,432,112
Dividends receivable		1,260,806
Prepaid expenses		23,576


TOTAL ASSETS		305,571,891


LIABILITIES:

Accrued management fees (Note 3)		189,970
Accrued shareholder services fees (Class S)(Note 3)		57,894
Accrued fund accounting and administration fees (Note 3)		17,361
Accrued transfer agent fees (Note 3)		15,358
Accrued Directors’ fees (Note 3)		482
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		641,207
Other payables and accrued expenses		27,954


TOTAL LIABILITIES		950,572


TOTAL NET ASSETS	$	304,621,319


NET ASSETS CONSIST OF:

Capital stock	$	229,646
Additional paid-in-capital		267,866,576
Distributions in excess of net investment income		(133,823	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		187,822
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		36,471,098


TOTAL NET ASSETS	$	304,621,319


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($278,321,592/19,223,855 shares)	$	14.48


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($26,299,727/3,740,782 shares)	$	7.03

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

Real Estate Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $37,634)	$	7,293,112


EXPENSES:

Management fees (Note 3)		2,158,884
Shareholder services fees (Class S)(Note 3)		613,316
Fund accounting and administration fees (Note 3)		75,582
Transfer agent fees (Note 3)		46,036
Directors’ fees (Note 3)		20,665
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		16,541
Miscellaneous		105,545


Total Expenses		3,040,516


NET INVESTMENT INCOME		4,252,596


REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain on-
Investments		9,476,196
Foreign currency and translation of other assets and liabilities		797


		9,476,993


Net change in unrealized appreciation (depreciation) on-
Investments		6,291,999
Foreign currency and translation of other assets and liabilities		221


		6,292,220


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		15,769,213


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	20,021,809

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

Real Estate Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,252,596		$	4,455,368
Net realized gain on investments and foreign currency		9,476,993			34,635,169
Net change in unrealized appreciation (depreciation) on investments and foreign currency		6,292,220			(28,773,743	)


Net increase from operations		20,021,809			10,316,794


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income (Class S)		(5,064,182	)		(3,328,087	)
From net investment income (Class I)		(1,083,326	)		(1,564,163	)
From net realized gain on investments (Class S)		(9,237,683	)		(22,906,487	)
From net realized gain on investments (Class I)		(1,741,246	)		(9,274,444	)


Total distributions to shareholders		(17,126,437	)		(37,073,181	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		34,261,209			12,520,155


Net increase (decrease) in net assets		37,156,581			(14,236,232	)

NET ASSETS:

Beginning of year		267,464,738			281,700,970


End of year (including distributions in excess of net investment income of $133,823 and $100,961, respectively)	$	304,621,319		$	267,464,738

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

Real Estate Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.15		$	15.46		$	13.32		$	14.57		$	12.65

Income from investment operations:
Net investment income¹		0.22			0.24			0.442			0.24			0.21
Net realized and unrealized gain on investments		0.88			0.34			3.24			0.10			2.54


Total from investment operations		1.10			0.58			3.68			0.34			2.75


Less distributions to shareholders:
From net investment income		(0.27	)		(0.24	)		(0.44	)		(0.21	)		(0.29	)
From net realized gain on investments		(0.50	)		(1.65	)		(1.10	)		(1.38	)		(0.54	)


Total distributions to shareholders		(0.77	)		(1.89	)		(1.54	)		(1.59	)		(0.83	)


Net asset value - End of year	$	14.48		$	14.15		$	15.46		$	13.32		$	14.57

Net assets - End of year
(000’s omitted)	$	278,322		$	217,216		$	231,188		$	168,167		$	170,898


Total return³		7.91	%		4.14	%		28.14	%		2.67	%		21.93	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.09	%		1.09	%		1.11	%		1.12	%		1.10	%
Net investment income		1.47	%		1.54	%		2.89	%²		1.57	%		1.49	%
Portfolio turnover		46	%		57	%		44	%		40	%		14	%

*Effective August 1, 2012, the shares of the Series have been designated as Class S.

¹Calculated based on average shares outstanding during the years.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.22 and the net investment income ratio would have been 1.49%.

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

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

Real Estate Series

Financial Highlights - Class I


	FOR THE YEARS ENDED												FOR THE PERIOD
	12/31/16			12/31/15			12/31/14			12/31/13			8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	7.26		$	8.86		$	8.18		$	9.55		$	10.00

Income from investment operations:
Net investment income²		0.11			0.16			0.29	³		0.19			0.08
Net realized and unrealized gain on investments		0.47			0.17			1.97			0.04			0.32


Total from investment operations		0.58			0.33			2.26			0.23			0.40

Less distributions to shareholders:

From net investment income		(0.31	)		(0.28	)		(0.48	)		(0.22	)		(0.31	)
From net realized gain on investments		(0.50	)		(1.65	)		(1.10	)		(1.38	)		(0.54	)


Total distributions to shareholders		(0.81	)		(1.93	)		(1.58	)		(1.60	)		(0.85	)


Net asset value - End of period	$	7.03		$	7.26		$	8.86		$	8.18		$	9.55


Net assets - End of period (000’s omitted)	$	26,300		$	50,249		$	50,513		$	37,310		$	26,396


Total return⁴		8.17	%		4.43	%		28.44	%		2.94	%		4.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.84	%		0.84	%		0.86	%		0.87	%		0.87	%⁵
Net investment income		1.50	%		1.81	%		3.14	%³		1.88	%		1.95	%⁵
Portfolio turnover		46	%		57	%		44	%		40	%		14	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.16 and the net investment income ratio would have been 1.74%.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized.

⁵Annualized.

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

Real Estate Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Real Estate Series Class S common stock and 100 million have been designated as Real Estate Series Class I common stock.

2.	Significant Accounting Policies

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

Security Valuation

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

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

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

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

Real Estate Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	4,866,680	$	2,737,682	$	2,128,998	$	—
Information Technology		4,239,612		4,239,612		—		—
Real Estate		293,003,032		286,295,687		6,707,345		—
Utilities		—		—		—		—	*
Mutual fund		746,073		746,073		—		—

Total assets	$	302,855,397	$	294,019,054	$	8,836,343	$	—

*Prime AET&D Holdings No.1 Ltd. is a Level 3 security as of December 31, 2016. However, there is no value for this security reported in the financial statements. There was no activity in this security for the year ended December 31, 2016.

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between fair value levels during the year ended December 31, 2016.

New Accounting Guidance

In October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Compliance with the guidance is required for financial statements filed with the SEC on or after August 1, 2017; adoption will have no effect on the Fund’s net assets or results of operations.

In December 2016, the Financial Accounting Standards Board issued an accounting standards update that makes technical changes to various sections of the accounting standards codification. The changes require a reporting entity to disclose, for Level 2 and Level 3 fair value measurements, a change in either or both a valuation approach and a valuation technique and the reason(s) for the change. These disclosure changes are effective for fiscal years, beginning after December 15, 2016, and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

Real Estate Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses

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

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

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

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

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At December 31, 2016, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2013 through December 31, 2016. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Real Estate Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.75% of the Series’ average daily net assets.

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

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

The Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Real Estate Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $156,187,942 and $132,016,999, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

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


CLASS S	FOR THE YEAR ENDED 12/31/2016						FOR THE YEAR ENDED 12/31/2015
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,223,311		$	111,145,344			1,827,297		$	28,669,799
Reinvested		978,068			13,965,650			1,845,882			25,692,698
Repurchased		(4,332,234	)		(64,163,584	)		(3,271,852	)		(50,497,891	)

Total		3,869,145		$	60,947,410			401,327		$	3,864,606



CLASS I	FOR THE YEAR ENDED 12/31/2016						FOR THE YEAR ENDED 12/31/2015
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,348,412		$	17,645,161			1,408,025		$	12,266,405
Reinvested		332,761			2,327,762			1,409,104			10,193,308
Repurchased		(5,864,133	)		(46,659,124	)		(1,593,713	)		(13,804,164	)

Total		(3,182,960	)	$	(26,686,201	)		1,223,416		$	8,655,549

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

6.	Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these

Real Estate Series

Notes to Financial Statements (continued)

6.	Financial Instruments (continued)

contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 31, 2016.

7.	Foreign Securities

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

8.	Real Estate Securities

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

9.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, redesignation of distributions paid, investments in passive foreign investment companies (PFICs), and wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $1,862,050 was reclassified to Distributions in Excess of Net Investment Income from Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	4,979,900	$	4,320,877
Long-term capital gains	$	12,146,537	$	32,752,304

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	267,168,237
Unrealized appreciation		43,012,996
Unrealized depreciation		(7,325,836	)

Net unrealized appreciation	$	35,687,160

Undistributed long-term capital gains	$	837,750

Real Estate Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Real Estate Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Real Estate Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $144,793 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series designates $9,904,326 as Long-Term capital gains and $0 as Section 1250 gains pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2016.

Real Estate Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 17, 2016, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was provided to the Board in advance of the meeting for their review and consideration.

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 2016 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

•

The Board considered the services provided by the Advisor under the 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 Agreement in light of the Advisor’s services provided to the Fund for 30 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 Agreement in a reasonable manner.

•

The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: 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. In addition, the Board considered (and considers on a quarterly basis) a number of other factors relevant to performance including: a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives; investment performance of core products; product offerings, and performance on an aggregate basis vs. performance over reasonable time periods. The Directors considered qualitative factors related to performance, including the Advisor’s investment process and enhancements made to the process over the last year, analyst compensation and changes to research personnel. 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 Series’ actual performance and comparative performance, especially for those series with 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 Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreement. The Advisor presented the Board with firmwide investment management profitability to provide a meaningful comparison of the Advisor’s profitability from its Fund activities relative to its profitability from its other investment management business. In addition, the Board reviewed the Advisor’s expense allocation methodology used to calculate profitability since many of the Advisor’s resources and expenses are shared across the Advisor’s various investment management vehicles. The Board considered the Advisor’s expenses associated with Fund activities outside of the 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). After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

•

The Board then considered whether economies of scale were being achieved by the Advisor with respect to its services to the Fund. The Board acknowledged the expense caps incorporated in the Fund’s current fee structure, which requires the Advisor to subsidize the expenses of the Series operating above their cap, noting that 23 Series of the Fund are currently receiving expense reimbursements from the Advisor. The Board concluded that based on the current fee structure and profitability, the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

Real Estate Series

Renewal of Investment Advisory Agreement

(unaudited)

•

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 contractual expense waivers or reimbursements paid by the Advisor. The advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and net expense ratios of each Series were compared and ranked (on both a median and percentile rank basis) against funds of a similar size and with similar investment objectives and expense characteristics as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the comparisons and rankings of fees and net expense ratios for each Series of the Fund and the methodology behind the comparison. The Board considered the Advisor’s active portfolio management that results in portfolios that are more differentiated than the construction of their benchmarks. 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 participation in a joint insurance program, sharing of compensation expenses for certain shared personnel, relationships with large service providers and certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. 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, strength of its compliance infrastructure, investment strategies, policies and procedures relating to compliance with personal securities transactions, 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.

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 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 Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer


Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)


Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008)
		The Ashley Group (property management and investment)(1995-2008)
		Genesee Corporation (holding company)(1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009)- Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present) ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014) HLTH Corp (WebMD)(information)(2000-2010) Cheyne Capital International (investment)(2000-present) GMP Companies (investment)(2000-2011) Cytos Biotechnology Ltd (biotechnology)(2012-2014)

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present) Amherst Early Music, Inc. (non-profit)(2009-present) Gotham Early Music Scene, Inc. (non-profit)(2009-present) Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present) Culinary Institute of America (non-profit college) (1985-present) George Eastman House (museum) (1988-present) National Restaurant Association (restaurant trade organization) (1978-present)
Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015-present)

Officers


Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Real Estate Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) – Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

*Interested Director, within the meaning of the Investment Company Act of 1940 by reason of her position with the Fund’s investment advisor. Ms. Mosca serves as the Managing Director of the Funds Group for Manning & Napier Advisors, LLC.

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

Real Estate Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNRES-12/16-AR

LOGO

International Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

International Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth by investing principally in common stock of companies located outside the U.S., which may include investments of any market capitalization in developed and emerging markets. In managing the Series, a “top-down” approach is implemented to examine economic trends and industry-specific factors in order to identify investment opportunities such as those being created by economic and political changes taking place around the world.

Performance Commentary

While both international and domestic stocks posted positive returns in 2016, international stocks broadly underperformed U.S. equities during the year. Within non-U.S. equity markets, emerging markets stocks outperformed their developed market counterparts. From a sector perspective, cyclical areas of the market like energy, materials, information technology, and industrials posted the strongest returns, while more defensive sectors like consumer staples, utilities, telecommunication services, and health care underperformed relative to the broad non-U.S. equity market.

The International Series Class S returned 4.55% for 2016 and outperformed the MSCI ACWI ex USA (ACWIxUS), which returned 4.50%. The Series’ outperformance relative to the index was driven primarily by individual security selection, though a variety of other factors contributed to the Fund’s relative results for the year. The Series’ overweight to Brazil compared to the benchmark contributed to relative performance, as Brazil was the best-performing country in the index during the year. An overweight to emerging markets relative to the index was broadly a contributor as well.

Conversely, the Series’ lack of Canadian holdings detracted from relative returns, as Canada posted strong absolute returns during the year. An overweight to India compared to the index had a negative effect on relative performance as well.

The positioning of the International Series is a direct result of the top-down, thematic investment approach that identifies opportunities within different areas of non-U.S. equity markets. As of the end of 2016, the Series’ largest sector allocations (and also most overweight allocations relative to ACWIxUS) are to industrials and consumer staples. On the other hand, the Series’ largest underweight relative to the index is to the financials sector. From a country perspective, the portfolio’s largest allocations are to Japan, Germany, India, and the United Kingdom. Relative to ACWIxUS, the Series’ most meaningful country underweight is to Canada, where the Series has no holdings. As an extension of the Series’ country positioning, its allocation to Emerging Markets remains higher than that of the index, driven primarily by the Series’ overweight allocations to India, South Korea, and Brazil.

As we begin 2017, our long-term secular slow growth overview is unchanged, and we expect growth to remain within the post-global financial crisis range of Gross Domestic Product growth. However, over the intermediate term, we could see a marginal cyclical pickup in growth and inflation — particularly in the U.S. — with spillover effects into the global economy. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular growth trends in an effort to generate above market returns. We continue to anticipate volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

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

Please see the next page for additional performance information as of December 31, 2016.

All investments involve risks, including possible loss of principal. Funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar. Investments in emerging markets may be more volatile than investments in more developed markets.

International Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - International Series - Class S³		4.55	%		5.36	%		2.52	%		7.46	%
Manning & Napier Fund, Inc. - International Series - Class I^3,4		4.89	%		5.64	%		2.65	%		7.52	%
MSCI ACWI ex USA Index^5,6		4.50	%		5.00	%		0.96	%		5.76	%
Standard & Poor’s (S&P) 500 Total Return Index⁷		11.93	%		14.65	%		6.95	%		9.35	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - International Series - Class S for the ten years ended December 31, 2016 to the MSCI ACWI ex USA Index and the S&P 500 Total Return Index.

LOGO

²Performance numbers for the Series and the S&P 500 Total Return Index are calculated from August 27, 1992, the Class S inception date. Prior to 2001, the MSCI ACWI ex USA Index only published month-end numbers; therefore, performance numbers for the Index are calculated from August 31, 1992.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 1.10% for Class S and 0.85% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.15% for Class S and 0.90% for Class I for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on March 15, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. -International Series - Class S.

⁵The Series’ primary index has changed from the Standard & Poor’s 500 Total Return Index to the MSCI ACWI ex USA Index because the market representation of the MSCI ACWI ex USA Index better represents the principal investment strategies of the Series.

⁶The MSCI ACWI ex USA Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 45 developed and emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

International Series

Performance Update as of December 31, 2016

(unaudited)

International Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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 sales charges (loads), redemptions fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$992.10	$5.51	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.61	$5.58	1.10%
Class I
Actual	$1,000.00	$993.60	$4.26	0.85%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.86	$4.32	0.85%

International Series

Portfolio Composition as of December 31, 2016

LOGO

International Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.8%

Consumer Discretionary - 12.0%
Diversified Consumer Services - 1.7%
Fu Shou Yuan International Group Ltd. (China)¹		13,994,000	$	8,261,771

Internet & Direct Marketing Retail - 4.2%
ASOS plc (United Kingdom)*¹		78,890		4,820,047
Rakuten, Inc. (Japan)*¹		1,557,990		15,264,949


				20,084,996

Leisure Products - 1.7%
Shimano, Inc. (Japan)¹		51,400		8,050,927

Media - 3.3%
Dish TV India Ltd. (India)*¹		8,033,250		9,983,911
Surya Citra Media Tbk PT (Indonesia)¹		26,217,700		5,422,214


				15,406,125

Textiles, Apparel & Luxury Goods - 1.1%
ANTA Sports Products Ltd. (China)¹		1,677,000		4,983,734


Total Consumer Discretionary				56,787,553


Consumer Staples - 25.7%
Beverages - 5.5%
Ambev S.A. - ADR (Brazil)		1,812,380		8,898,786
Diageo plc (United Kingdom)¹		462,130		11,992,278
Treasury Wine Estates Ltd. (Australia)¹		677,924		5,215,028


				26,106,092

Food & Staples Retailing - 2.4%
Dairy Farm International Holdings Ltd. (Hong Kong)¹		1,612,500		11,593,875

Food Products - 11.7%
Adecoagro S.A. (Argentina)*		1,271,600		13,199,208
BRF S.A. (Brazil)		332,470		4,928,773
Danone S.A. (France)¹		80,052		5,065,591
Nestle S.A. (Switzerland)¹		134,180		9,612,331
Sao Martinho S.A. (Brazil)		933,180		5,590,994
Suedzucker AG (Germany)¹		215,254		5,130,939
Universal Robina Corp. (Philippines)¹		3,635,450		11,941,374


				55,469,210

Household Products - 0.5%
Hindustan Unilever Ltd. (India)¹		205,410		2,497,053

Personal Products - 5.0%
Dabur India Ltd. (India)¹		621,770		2,545,553
Emami Ltd. (India)¹		159,180		2,228,248
Unilever plc - ADR (United Kingdom)		459,980		18,721,186


				23,494,987

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

International Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Tobacco - 0.6%
Gudang Garam Tbk PT (Indonesia)¹		595,900	$	2,820,476


Total Consumer Staples				121,981,693

Energy - 5.8%
Energy Equipment & Services - 1.0%
Schlumberger Ltd. (United States)		55,310		4,643,274

Oil, Gas & Consumable Fuels - 4.8%
Galp Energia SGPS S.A. (Portugal)¹		1,068,160		15,924,438
Royal Dutch Shell plc - Class B (Netherlands)¹		96,290		2,766,612
Royal Dutch Shell plc - Class B - ADR (Netherlands)		74,130		4,297,316


				22,988,366


Total Energy				27,631,640

Financials - 1.1%
Banks - 0.6%
IDFC Bank Ltd. (India)¹		3,023,300		2,662,875

Diversified Financial Services - 0.5%
IDFC Ltd. (India)*¹		3,023,300		2,382,974


Total Financials				5,045,849


Health Care - 8.6%
Biotechnology - 1.0%
China Biologic Products, Inc. (China)*		42,250		4,542,720

Health Care Equipment & Supplies - 2.3%
Essilor International SA (France)¹		71,850		8,106,735
Osstem Implant Co. Ltd. (South Korea)*¹		58,480		2,932,816


				11,039,551

Health Care Providers & Services - 2.8%
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		217,040		9,161,258
Odontoprev S.A. (Brazil)		1,002,540		3,881,158


				13,042,416

Pharmaceuticals - 2.5%
AstraZeneca plc - ADR (United Kingdom)		314,850		8,601,702
GlaxoSmithKline plc (United Kingdom)¹		181,510		3,486,557


				12,088,259


Total Health Care				40,712,946


Industrials - 26.5%
Aerospace & Defense - 3.3%
Korea Aerospace Industries Ltd. (South Korea)¹		164,934		9,125,146
LIG Nex1 Co. Ltd. (South Korea)¹		99,380		6,616,512


				15,741,658

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

International Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Commercial Services & Supplies - 0.5%
China Everbright International Ltd. (China)¹		2,245,000	$	2,532,209

Construction & Engineering - 3.0%
Larsen & Toubro Ltd. (India)¹		707,635		14,018,669

Electrical Equipment - 1.3%
Bharat Heavy Electricals Ltd. (India)¹		3,420,590		6,083,938

Industrial Conglomerates - 3.8%
Siemens AG (Germany)¹		146,820		17,976,695

Machinery - 10.0%
ANDRITZ AG (Austria)¹		168,260		8,432,164
FANUC Corp. (Japan)¹		41,940		7,016,331
GEA Group AG (Germany)¹		420,360		16,869,290
Jain Irrigation Systems Ltd. (India)¹		4,066,120		5,260,203
SMC Corp. (Japan)¹		40,800		9,707,320


				47,285,308

Professional Services - 4.6%
Applus Services S.A. (Spain)¹		609,410		6,176,073
Bureau Veritas S.A. (France)¹		307,940		5,959,986
Intertek Group plc (United Kingdom)¹		112,350		4,815,130
SGS S.A. (Switzerland)¹		2,520		5,120,045


				22,071,234


Total Industrials				125,709,711


Information Technology - 9.4%
Electronic Equipment, Instruments & Components - 5.8%
Hitachi Ltd. (Japan)¹		2,557,660		13,791,270
Keyence Corp. (Japan)¹		19,609		13,417,450


				27,208,720

Software - 1.1%
SAP SE (Germany)¹		62,130		5,374,576

Technology Hardware, Storage & Peripherals - 2.5%
Samsung Electronics Co. Ltd. (South Korea)¹		8,070		12,010,687


Total Information Technology				44,593,983

Materials - 2.6%
Chemicals - 2.6%
Asian Paints Ltd. (India)¹		181,110		2,375,709
Givaudan S.A. (Switzerland)¹		3,440		6,295,794
Symrise AG (Germany)¹		56,560		3,436,468


Total Materials				12,107,971

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

International Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate - 1.8%
Equity Real Estate Investment Trusts (REITS) - 1.8%
alstria office REIT AG (Germany)¹		695,270	$	8,701,250

Telecommunication Services - 1.6%
Diversified Telecommunication Services - 1.6%
Bharti Infratel Ltd. (India)¹		1,549,345		7,829,828

Utilities - 1.7%
Electric Utilities - 1.3%
Power Grid Corp. of India Ltd. (India)¹		2,313,370		6,241,837

Water Utilities - 0.4%
CT Environmental Group Ltd. (China)¹		8,540,000		1,712,564


Total Utilities				7,954,401

TOTAL COMMON STOCKS
(Identified Cost $458,166,038)				459,056,825


SHORT-TERM INVESTMENT - 4.1%
Dreyfus Government Cash Management² , 0.45%,
(Identified Cost $19,573,869)		19,573,869		19,573,869

TOTAL INVESTMENTS - 100.9%
(Identified Cost $477,739,907)				478,630,694
LIABILITIES, LESS OTHER ASSETS - (0.9%)				(4,191,597	)


NET ASSETS - 100%			$	474,439,097

ADR - American Depositary Receipt

*Non-income producing security.

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

²Rate shown is the current yield as of December 31, 2016.

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

Japan 14.2%; Germany 14.1%; India 13.5%; United Kingdom 11.1%.

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

International Series

Statement of Assets & Liabilities

December 31, 2016



ASSETS:

Investments, at value (identified cost $477,739,907) (Note 2)	$	478,630,694
Foreign tax reclaims receivable		867,117
Dividends receivable		487,398
Receivable for fund shares sold		452,354
Receivable for securities sold		190,535
Prepaid and other expenses		26,102


TOTAL ASSETS		480,654,200


LIABILITIES:

Accrued management fees (Note 3)		255,811
Accrued shareholder services fees (Class S) (Note 3)		87,733
Accrued transfer agent fees (Note 3)		52,641
Accrued fund accounting and administration fees (Note 3)		24,780
Accrued Directors’ fees (Note 3)		528
Accrued Chief Compliance Officer service fees (Note 3)		346
Accrued foreign capital gains tax (Note 2)		230,334
Payable for securities purchased		4,763,140
Payable for fund shares repurchased		638,645
Other payables and accrued expenses		161,145


TOTAL LIABILITIES		6,215,103


TOTAL NET ASSETS	$	474,439,097


NET ASSETS CONSIST OF:

Capital stock	$	598,315
Additional paid-in-capital		487,138,763
Distributions in excess of net investment income		(232,292	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(13,662,235	)
Net unrealized appreciation on investments (net of foreign capital gains tax of $230,334), foreign currency and translation of other assets and liabilities		596,546


TOTAL NET ASSETS	$	474,439,097

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($411,926,569/53,409,084 shares)	$	7.71


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($62,512,528/6,422,463 shares)	$	9.73

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

International Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $872,226)	$	9,092,289


EXPENSES:

Management fees (Note 3)		3,772,144
Shareholder services fees (Class S)(Note 3)		985,604
Transfer agent fees (Note 3)		186,886
Fund accounting and administration fees (Note 3)		98,418
Directors’ fees (Note 3)		33,710
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		268,245
Miscellaneous		163,474


Total Expenses		5,512,428
Less reduction of expenses (Note 3)		(251,728	)


Net Expenses		5,260,700


NET INVESTMENT INCOME		3,831,589

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on- Investments (net of foreign capital gains tax of $41,553)		(11,404,882	)
Foreign currency and translation of other assets and liabilities		(581,101	)


		(11,985,983	)


Net change in unrealized appreciation (depreciation) on- Investments (net of decrease in accrued foreign capital gains tax of $89,585)		27,437,361
Foreign currency and translation of other assets and liabilities		147,205


		27,584,566


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		15,598,583


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,430,172

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

International Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	3,831,589		$	5,918,984
Net realized gain (loss) on investments and foreign currency		(11,985,983	)		9,028,002
Net change in unrealized appreciation (depreciation) on investments and foreign currency		27,584,566			(34,028,014	)

Net increase (decrease) from operations		19,430,172			(19,081,028	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(3,088,412	)		(3,477,202	)
From net investment income (Class I)		(484,908	)		(1,250,441	)
From net realized gain on investments (Class S)		—			(14,908,889	)
From net realized gain on investments (Class I)		—			(4,021,064	)


Total distributions to shareholders		(3,573,320	)		(23,657,596	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(50,560,425	)		(65,272,859	)


Net decrease in net assets		(34,703,573	)		(108,011,483	)

NET ASSETS:

Beginning of year		509,142,670			617,154,153


End of year (including distributions in excess of net investment income of $232,292 and undistributed net investment income $132,093, respectively)	$	474,439,097		$	509,142,670

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

International Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	7.43		$	8.10		$	9.91		$	8.70		$	7.61

Income (loss) from investment operations:
Net investment income¹		0.05			0.08			0.12			0.11			0.10
Net realized and unrealized gain (loss) on investments		0.29			(0.39	)		(0.84	)		1.59			1.10


Total from investment operations		0.34			(0.31	)		(0.72	)		1.70			1.20


Less distributions to shareholders:
From net investment income		(0.06	)		(0.07	)		(0.12	)		(0.12	)		(0.10	)
From return of capital		—			—			—			—			(0.01	)
From net realized gain on investments		—			(0.29	)		(0.97	)		(0.37	)		—


Total distributions to shareholders		(0.06	)		(0.36	)		(1.09	)		(0.49	)		(0.11	)


Net asset value - End of year	$	7.71		$	7.43		$	8.10		$	9.91		$	8.70


Net assets - End of year (000’s omitted)	$	411,927		$	377,770		$	490,833		$	637,598		$	565,609


Total return²		4.55	%		(3.72	%)		(7.03	%)		19.69	%		15.78	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.10	%		1.10	%		1.10	%		1.10	%		1.10	%
Net investment income		0.65	%		0.96	%		1.20	%		1.21	%		1.30	%
Portfolio turnover		47	%		33	%		22	%		22	%		22	%

Effective December 31, 2011, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.05	%		0.03	%		0.04	%		0.03	%		0.07	%

¹Calculated based on average shares outstanding during the years.

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

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

International Series

Financial Highlights - Class I


	FOR THE YEARS ENDED												FOR THE PERIOD
	12/31/16			12/31/15			12/31/14			12/31/13			3/15/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.35		$	10.10		$	12.05		$	10.47		$	10.00

Income (loss) from investment operations:
Net investment income²		0.11			0.12			0.17			0.17			0.13
Net realized and unrealized gain (loss) on investments		0.35			(0.49	)		(1.00	)		1.91			0.46


Total from investment operations		0.46			(0.37	)		(0.83	)		2.08			0.59


Less distributions to shareholders:
From net investment income		(0.08	)		(0.09	)		(0.15	)		(0.13	)		(0.11	)
From return of capital		—			—			—			—			(0.01	)
From net realized gain on investments		—			(0.29	)		(0.97	)		(0.37	)		—


Total distributions to shareholders		(0.08	)		(0.38	)		(1.12	)		(0.50	)		(0.12	)


Net asset value - End of period	$	9.73		$	9.35		$	10.10		$	12.05		$	10.47


Net assets - End of period (000’s omitted)	$	62,513		$	131,373		$	126,321		$	140,787		$	95,925


Total return³		4.89	%		(3.55	%)		(6.72	%)		19.97	%		5.88	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%		0.85	%		0.85	%		0.85	%⁴
Net investment income		1.16	%		1.18	%		1.42	%		1.48	%		1.67	%⁴
Portfolio turnover		47	%		33	%		22	%		22	%		22	%

*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.05%			0.03	%		0.04	%		0.03	%		0.09	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

International Series

Notes to Financial Statements

1.	Organization

International 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 by investing principally in the common stocks of companies located outside the United States.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 250 million have been designated as International Series Class S common stock and 100 million have been designated as International Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

International Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	56,787,553	$	—	$	56,787,553	$	—
Consumer Staples		121,981,693		51,338,947		70,642,746		—
Energy		27,631,640		8,940,590		18,691,050		—
Financials		5,045,849		—		5,045,849		—
Health Care		40,712,946		26,186,838		14,526,108		—
Industrials		125,709,711		—		125,709,711		—
Information Technology		44,593,983		—		44,593,983		—
Materials		12,107,971		—		12,107,971		—
Real Estate		8,701,250		—		8,701,250		—
Telecommunication Services		7,829,828		—		7,829,828		—
Utilities		7,954,401		—		7,954,401		—
Mutual fund		19,573,869		19,573,869		—		—

Total assets	$	478,630,694	$	106,040,244	$	372,590,450	$	—

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

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended December 31, 2016.

New Accounting Guidance

International Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Guidance (continued)

interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

The Series may purchase or sell forward foreign currency exchange contracts in order to hedge a portfolio position or specific transaction. Risks may arise if the counterparties to a contract are unable to meet the terms of the contract or if the value of the foreign currency moves unfavorably.

All forward foreign currency exchange contracts are adjusted daily by the exchange rate of the underlying currency and, for financial statement purposes, any gain or loss is recorded as unrealized gain or loss until a contract has been closed.

The Series may regularly trade forward foreign currency exchange contracts with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to changes in foreign currency exchange rates.

Federal Taxes

International Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

December 31, 2016, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Accrued foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

International Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.85% of average daily net assets. Accordingly, the Advisor waived fees of $251,728 for the year ended December 31, 2016, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $226,369,057 and $257,271,431, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and I shares of International Series were:


CLASS S	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		17,069,969		$	140,514,976			4,705,134		$	38,413,613
Reinvested		391,851			2,995,846			2,447,961			17,992,425
Repurchased		(14,921,965	)		(114,741,356	)		(16,866,486	)		(137,354,113	)

Total		2,539,855		$	28,769,466			(9,713,391	)	$	(80,948,075	)

International Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


CLASS I	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,029,100		$	19,953,392			3,508,323		$	35,671,017
Reinvested		49,653			478,430			568,141			5,249,638
Repurchased		(9,708,371	)		(99,761,713	)		(2,532,905	)		(25,245,439	)

Total		(7,629,618	)	$	(79,329,891	)		1,543,559		$	15,675,216

Approximately 63% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, foreign taxes and qualified late-year losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $622,654 was reclassified within the capital accounts from Distributions in Excess of Net Investment Income to Accumulated Net Realized Loss. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	3,573,320	$	15,507,821
Long-term capital gains	$	—	$	8,149,775

International Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	477,968,258
Unrealized appreciation		40,745,078
Unrealized depreciation		(40,082,642	)

Net unrealized appreciation	$	662,436

Capital loss carryforward	$	(13,433,884	)
Qualified late-year losses¹	$	232,292

¹The Series has elected to defer certain qualified late-year losses and recognize such losses in the year ending December 31, 2017.

At December 31, 2016, the Series had net long-term capital loss carryforwards of $13,433,884, which may be carried forward indefinitely.

International Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of International Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

International Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $8,992,949 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series has elected to pass through to its shareholders the foreign taxes paid for the year ended December 31, 2016. The Series had $9,925,554 in foreign source income and paid foreign taxes of $1,475,063.

International Series

Renewal of Investment Advisory Agreement

(unaudited)

•

International Series

Renewal of Investment Advisory Agreement

(unaudited)

•

International Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)


Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008) The Ashley Group (property management and investment)(1995-2008) Genesee Corporation (holding company)(1987-2007)


Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation
		(investments); Chairman (2007-2009)- Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present) ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014) HLTH Corp (WebMD)(information)(2000-2010) Cheyne Capital International (investment)(2000-present) GMP Companies (investment)(2000-2011) Cytos Biotechnology Ltd (biotechnology)(2012-2014)

International Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present) Amherst Early Music, Inc. (non-profit)(2009-present) Gotham Early Music Scene, Inc. (non-profit)(2009-present) Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present) Culinary Institute of America (non-profit college) (1985-present) George Eastman House (museum) (1988-present) National Restaurant Association (restaurant trade organization) (1978-present)


Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015-present)


Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

International Series

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A


Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A


Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A


Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A


Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

International Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNINT-12/16-AR

LOGO

World Opportunities Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

World Opportunities Series

Fund Commentary

(unaudited)

Investment Objective

To maximize long-term growth by investing principally in the common stocks of companies located around the world. The Series invests primarily in foreign companies, including those in developed and emerging markets.

Performance Commentary

Broad international equity markets, as represented by the MSCI ACWI ex USA (ACWIxUS) posted positive return for the year, returning 4.50%. Those returns were primarily concentrated in the third quarter when the index was up 6.91%, whereas the remaining three quarters saw it post mild declines. Emerging market equities significantly outperformed developed markets, led by very strong returns in Brazil. The U.S. dollar generally appreciated during the year, which reduced international equity returns for U.S. based investors.

The World Opportunities Series returned 2.26% during the year, underperforming its benchmark on a relative basis. Importantly, the Series has provided robust positive absolute returns over the current international stock market cycle, which began in April 2003. The Series’ underperformance relative to ACWIxUS during the year was driven primarily by sector positioning. Conversely, stock selection generally aided relative returns. The most notable detractors were stock selection within the Energy sector as well as an overweight to Health Care and underweight to Materials as compared to the benchmark. This was offset with strong stock selection in Health Care and Industrials. From a country perspective, an overweight to Brazil compared to the benchmark was a positive contributor to relative returns; however, stock selection in the country was a detractor on a relative basis.

Our focus on growing companies which we believe are well-positioned to control their own destiny has led to meaningful allocations to the Consumer Staples, Consumer Discretionary, and Health Care sectors. The Series has relatively little exposure to Telecommunication Services and lacks exposure to Financials and Utilities. Regionally, approximately 72% of the Series is allocated to Europe, 18% to Emerging Markets, and 5% to the Americas, with the remaining assets allocated to the Pacific region.

As we begin 2017, our long-term secular slow growth overview is unchanged, and we expect growth to remain within the post-global financial crisis range of GDP growth. However, over the intermediate-term, we could see a marginal cyclical pickup in growth and inflation, particularly in the U.S. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular growth trends in an effort to generate above market returns. We continue to anticipate volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

Please see the next page for additional performance information as of December 31, 2016.

World Opportunities Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - World Opportunities Series³		2.26	%		4.15	%		0.75	%		6.92	%
MSCI ACWI ex USA Index⁴		4.50	%		5.00	%		0.96	%		4.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - World Opportunities Series for the ten years ended December 31, 2016 to the MSCI ACWI ex USA Index.

LOGO

²Performance numbers for the Series are calculated from September 6, 1996, the Series’ inception date. Prior to 2001, the MSCI ACWI ex USA Index only published month-end numbers; therefore, performance numbers for the Index are calculated from September 30, 1996.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 1.07%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for the year ended December 31, 2016.

⁴The MSCI ACWI ex USA Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 45 developed and emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

World Opportunities Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

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.


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16
Class A
Actual		$1,000.00		$1,003.30		$5.19
Hypothetical
(5% return before expenses)		$1,000.00		$1,019.96		$5.23

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.03%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

World Opportunities Series

Portfolio Composition as of December 31, 2016

LOGO

World Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.6%

Consumer Discretionary - 16.6%
Diversified Consumer Services - 1.3%
Kroton Educacional S.A. (Brazil)		2,502,932	$	10,251,047

Hotels, Restaurants & Leisure - 3.3%
Accor S.A. (France)¹		713,998		26,598,430

Internet & Direct Marketing Retail - 0.5%
Zalando SE (Germany)*¹,²		107,440		4,092,859

Media - 6.4%
Dish TV India Ltd. (India)*¹		4,640,740		5,767,620
ITV plc (United Kingdom)¹		6,776,042		17,204,518
Liberty Global plc - Class A - ADR (United Kingdom)*		923,250		28,242,218


				51,214,356

Specialty Retail - 2.5%
Kingfisher plc (United Kingdom)¹		4,751,300		20,470,572

Textiles, Apparel & Luxury Goods - 2.6%
lululemon athletica, Inc. (United States)*		327,430		21,279,676


Total Consumer Discretionary				133,906,940

Consumer Staples - 23.6%
Beverages - 10.0%
Ambev S.A. - ADR (Brazil)		4,466,606		21,931,035
Anheuser-Busch InBev S.A./N.V. (Belgium)¹		295,050		31,229,371
Diageo plc (United Kingdom)¹		1,055,150		27,381,153


				80,541,559

Food Products - 5.3%
Danone S.A. (France)¹		297,950		18,853,911
Nestle S.A. (Switzerland)¹		336,570		24,111,063


				42,964,974

Personal Products - 5.2%
Beiersdorf AG (Germany)¹		105,186		8,910,111
Unilever plc - ADR (United Kingdom)		799,600		32,543,720


				41,453,831

Tobacco - 3.1%
Japan Tobacco, Inc. (Japan)¹		769,800		25,267,637


Total Consumer Staples				190,228,001


Energy - 6.5%
Energy Equipment & Services - 4.1%
Schlumberger Ltd. (United States)		398,830		33,481,779

Oil, Gas & Consumable Fuels - 2.4%
Cameco Corp. (Canada)		1,826,060		19,118,848


Total Energy				52,600,627

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

World Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care - 15.7%
Health Care Equipment & Supplies - 3.4%
Medtronic plc (United States)		383,540	$	27,319,554

Health Care Providers & Services - 3.1%
Fresenius Medical Care AG & Co. KGaA (Germany)¹		297,820		25,172,102

Life Sciences Tools & Services - 2.6%
QIAGEN N.V. (United States)*		407,132		11,407,839
QIAGEN N.V. (United States)*¹		325,580		9,123,872


				20,531,711

Pharmaceuticals - 6.6%
Novartis AG - ADR (Switzerland)		455,830		33,202,657
Perrigo Co. plc (United States)		238,590		19,857,846


				53,060,503


Total Health Care				126,083,870

Industrials - 13.5%
Aerospace & Defense - 3.5%
Safran S.A. (France)¹		393,225		28,282,371

Airlines - 1.0%
Ryanair Holdings plc - ADR (Ireland)*		100,668		8,381,618

Construction & Engineering - 1.0%
Vinci S.A. (France)¹		122,100		8,305,838

Machinery - 2.4%
Sulzer AG (Switzerland)¹		106,350		10,947,987
The Weir Group plc (United Kingdom)¹		343,300		7,978,072


				18,926,059

Trading Companies & Distributors - 3.5%
Brenntag AG (Germany)¹		435,538		24,141,455
Howden Joinery Group plc (United Kingdom)¹		829,520		3,914,542


				28,055,997

Transportation Infrastructure - 2.1%
Aena S.A. (Spain)^1,2		122,455		16,683,460


Total Industrials				108,635,343

Information Technology - 13.8%
Internet Software & Services - 8.0%
Alibaba Group Holding Ltd. - ADR (China)*		218,730		19,206,681
Baidu, Inc. - ADR (China)*		98,390		16,176,300
Just Eat plc (United Kingdom)*¹		579,550		4,164,400
Tencent Holdings Ltd. - Class H (China)¹		1,005,965		24,391,748


				63,939,129

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

World Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 3.4%
Amdocs Ltd. - ADR (United States)		469,917	$	27,372,665

Technology Hardware, Storage & Peripherals - 2.4%
Samsung Electronics Co. Ltd. (South Korea)¹		13,160		19,586,200


Total Information Technology				110,897,994

Materials - 4.6%
Chemicals - 3.6%
Akzo Nobel N.V. (Netherlands)¹		332,460		20,774,437
Solvay S.A. (Belgium)¹		68,610		8,020,990


				28,795,427

Metals & Mining - 1.0%
Alumina Ltd. (Australia)¹		3,084,456		4,033,227
Norsk Hydro ASA (Norway)¹		860,806		4,108,397


				8,141,624


Total Materials				36,937,051

Telecommunication Services - 3.3%
Wireless Telecommunication Services - 3.3%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		2,141,165		26,914,444

TOTAL COMMON STOCKS
(Identified Cost $831,245,250)				786,204,270


SHORT-TERM INVESTMENT - 1.7%
Dreyfus Government Cash Management³, 0.45%,
(Identified Cost $13,520,470)		13,520,470		13,520,470

TOTAL INVESTMENTS - 99.3%
(Identified Cost $844,765,720)				799,724,740
OTHER ASSETS, LESS LIABILITIES - 0.7%				5,622,951


NET ASSETS - 100%			$	805,347,691

ADR - American Depositary Receipt

*Non-income producing security.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $20,776,319 or 2.6% of the Series’ net assets as of December 31, 2016 (See Note 2 to the financial statements).

³Rate shown is the current yield as of December 31, 2016.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States - 18.6%; United Kingdom - 17.6%; France - 10.2%.

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

World Opportunities Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments (identified cost $844,765,720)	$	799,724,740
Foreign tax reclaims receivable		7,846,786
Receivable for fund shares sold		2,054,494
Dividends receivable		1,375,874
Prepaid expenses		29,138


TOTAL ASSETS		811,031,032


LIABILITIES:

Accrued management fees (Note 3)		689,664
Accrued transfer agent fees (Note 3)		118,061
Accrued fund accounting and administration fees (Note 3)		30,002
Accrued directors’ fees (Note 3)		524
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		4,720,125
Other payables and accrued expenses		124,619


TOTAL LIABILITIES		5,683,341


TOTAL NET ASSETS	$	805,347,691


NET ASSETS CONSIST OF:

Capital stock	$	1,183,354
Additional paid-in-capital		1,377,307,221
Undistributed net investment income		460,554
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(527,441,253	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(46,162,185	)


TOTAL NET ASSETS	$	805,347,691

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($805,347,691/118,335,438 shares)	$	6.81

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

World Opportunities Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $2,897,468) (Note 2)	$	25,511,218


EXPENSES:

Management fees (Note 3)		11,305,123
Transfer agent fees (Note 3)		447,038
Fund accounting and administration fees (Note 3)		126,696
Directors’ fees (Note 3)		68,909
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		22,234
Miscellaneous		117,218


Total Expenses		12,091,165


NET INVESTMENT INCOME		13,420,053


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

Net realized gain (loss) on-
Investments		(127,391,208	)
Litigation proceeds		4,916,682
Foreign currency and translation of other assets and liabilities		(112,606	)


		(122,587,132	)

Net change in unrealized appreciation (depreciation) on-
Investments		134,761,762
Foreign currency and translation of other assets and liabilities		173,568


		134,935,330


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		12,348,198


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	25,768,251

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

World Opporunities Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	13,420,053		$	34,851,201
Net realized loss on investments, litigation proceeds and foreign currency		(122,587,132	)		(230,356,514	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		134,935,330			142,984,109


Net increase (decrease) from operations		25,768,251			(52,521,204	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(13,256,282	)		(29,507,717	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(799,089,602	)		(3,770,237,638	)


Net decrease in net assets		(786,577,633	)		(3,852,266,559	)

NET ASSETS:

Beginning of year		1,591,925,324			5,444,191,883


End of year (including undistributed net investment income and distributions in excess of net investment income of $460,554 and $166,451, respectively)	$	805,347,691		$	1,591,925,324

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

World Opportunities Series

Financial Highlights


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	6.77		$	7.33		$	9.05		$	7.75		$	6.63

Income (loss) from investment operations:
Net investment income¹		0.08	²		0.08			0.10			0.10			0.12
Net realized and unrealized gain (loss) on investments		0.07			(0.51	)		(1.01	)		1.35			1.13


Total from investment operations		0.15			(0.43	)		(0.91	)		1.45			1.25


Less distributions to shareholders:
From net investment income		(0.11	)		(0.13	)		(0.10	)		(0.10	)		(0.13	)
From net realized gain on investments		—			—			(0.71	)		(0.05	)		—


Total distributions to shareholders		(0.11	)		(0.13	)		(0.81	)		(0.15	)		(0.13	)


Net asset value - End of year	$	6.81		$	6.77		$	7.33		$	9.05		$	7.75


Net assets - End of year (000’s omitted)	$	805,348		$	1,591,925		$	5,444,192		$	7,924,877		$	6,925,778


Total return³		2.26	%^2,4		(5.91	%)		(9.77	%)		18.79	%		18.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.07	%		1.08	%		1.07	%		1.07	%		1.08	%
Net investment income		1.19	%²		1.09	%		1.16	%		1.17	%		1.64	%
Portfolio turnover		27	%		71	%		43	%		46	%		45	%

¹Calculated based on average shares outstanding during the years.

²Includes a special dividend paid by two of the Series’ securities during the year. Without the special dividends, the Series’ net investment income per share, total return and net investment income ratio would have been $0.05, 1.51% and 0.68%, respectively.

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

⁴Includes the litigation settlement amount. Excluding this amount, the Series’ total return is 1.66%.

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

World Opportunities Series

Notes to Financial Statements

1.	Organization

World Opportunities 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 (the “1940 Act”), as amended, as an open-end management investment company.

The Series’ investment objective is to provide long-term growth by investing principally in the common stocks of companies located around the world.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 2.5 billion have been designated as World Opportunities Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

World Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	133,906,940	$	59,772,941	$	74,133,999	$	—
Consumer Staples		190,228,001		54,474,755		135,753,246		—
Energy		52,600,627		52,600,627		—		—
Health Care		126,083,870		91,787,896		34,295,974		—
Industrials		108,635,343		8,381,618		100,253,725		—
Information Technology		110,897,994		62,755,646		48,142,348		—
Materials		36,937,051		—		36,937,051		—
Telecommunication Services		26,914,444		26,914,444		—		—
Mutual fund		13,520,470		13,520,470		—		—

Total assets	$	799,724,740	$	370,208,397	$	429,516,343	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

World Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

Foreign Currency Translation

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

Restricted Securities

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

Federal Taxes

Foreign Taxes

World Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

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 1.00% of the Series’ average daily net assets.

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

World Opportunities Series

Notes to Financial Statements (continued)

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $301,555,267 and $1,087,728,254, respectively. There were no purchases or sales of U.S. Government securities.

The Series received proceeds from settlement of litigation where they were able to recover a portion of investment losses previously realized by the Series. This amount is shown as litigation proceeds in the Statement of Operations.

5.	Capital Stock Transactions

Transactions in Class A shares of World Opportunities Series were:


	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		16,981,724		$	114,616,179			72,756,351		$	537,227,756
Reinvested		1,873,018			12,624,144			4,151,198			27,884,107
Repurchased		(135,727,616	)		(926,329,925	)		(584,198,654	)		(4,335,349,501	)

Total		(116,872,874	)	$	(799,089,602	)		(507,291,105	)	$	(3,770,237,638	)

Approximately 15% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, qualified late year losses and losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, amounts were reclassified within the capital accounts to increase Undistributed Net Investment Income by $463,234 and decrease Accumulated Net Realized Loss on Investments by $463,234. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

World Opportunities Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	13,256,282	$	29,507,717

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	869,037,309
Unrealized appreciation		36,382,808
Unrealized depreciation		(105,695,377	)

Net unrealized depreciation	$	(69,312,569	)

Undistributed ordinary income	$	460,554
Capital loss carryforward	$	(503,169,664	)

At December 31, 2016, the Series had net short-term capital loss carryforwards of $87,096,379 and net long-term capital loss carryforwards of $416,073,285, which may be carried forward indefinitely.

World Opportunities Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of World Opportunities Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

World Opportunities Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $27,724,609 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series has elected to pass through to its shareholders the foreign taxes paid for the year ended December 31, 2016. The Series had $28,353,723 in foreign source income and paid foreign taxes of $2,312,470.

World Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

•

World Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

•

World Opportunities Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016- present)

Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008) The Ashley Group (property management and investment)(1995-2008) Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present) ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014) HLTH Corp (WebMD)(information)(2000-2010) Cheyne Capital International (investment)(2000-present) GMP Companies (investment)(2000-2011) Cytos Biotechnology Ltd (biotechnology)(2012-2014)

World Opportunities Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present) Amherst Early Music, Inc. (non-profit)(2009-present) Gotham Early Music Scene, Inc. (non-profit)(2009-present) Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present) Culinary Institute of America (non-profit college) (1985-present) George Eastman House (museum) (1988-present) National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011)- General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015- present)

Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

World Opportunities Series

Directors’ and Officers’ Information

(unaudited)

Officers

(continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

World Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNWOP-12/16-AR

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Ohio Tax Exempt Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Against this backdrop, domestic fixed income markets posted positive absolute returns in 2016, though to varying degrees. In a reversal from the previous year, high yield bonds were the strongest performing asset class. Of the broad fixed income sectors, municipal bonds posted the weakest returns, followed by Treasuries. Alternatively, returns across international fixed income markets were mixed.

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Ohio Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

During 2016, municipal bonds experienced one of the worst years on record over the past 20 years, with the majority of negative performance occurring in the second half of 2016. More specifically, November was the third worst performing month for municipal bonds (as represented by the Bank of America Merrill Lynch 1-12 Year Municipal Bond Index) over the past 20 years as rates rose sharply in the immediate aftermath of the U.S. election. The sell-off was largely caused by uncertainty regarding tax reforms, infrastructure spending, and deregulation under the incoming Trump administration.

The Bank of America Merrill Lynch 1-12 Year Municipal Bond Index was slightly positive for the year, returning 0.02%. Over the same time period, the Ohio Tax Exempt Series returned -0.81%. Slight underperformance was primarily attributable to the Series’ shorter duration positioning relative to the benchmark, as rates fell in the earlier part of the year.

The Series maintains a significant overweight as compared to the benchmark to revenue bonds versus general obligation bonds. Revenue bonds continue to offer relatively attractive spreads while exhibiting stable credit fundamentals and tend to outperform in rising rate environments as they are cyclical in nature.

Identifying opportunities in the fixed income sector during 2017 will remain challenging, but we will continue to take advantage of volatility if it arises. Over the intermediate-term, we expect interest rates to follow a gradual upward path, but do not anticipate a short-term spike similar to what we saw following the U.S. Presidential election. We believe the Fed will remain flexible and proceed slowly with small increases to the federal funds target rate that do not follow a well-defined schedule, whereas other major central banks across the globe are likely to maintain easier policies. Investor uncertainty coupled with diverging policy interest rates necessitates a flexible, selective approach when navigating fixed income markets for potential investment opportunities. As an active manager, Manning & Napier has implemented this type of investment strategy for over 45 years as we help clients achieve their long-term financial goals.

Please see the next page for additional performance information as of December 31, 2016.

For regulatory purposes, this is not an offering in all states.

All investments involve risks, including possible loss of principal. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. The income earned by the Series may be subject to the Alternative Minimum Tax (AMT), depending on your tax situation.

Ohio Tax Exempt Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Ohio Tax Exempt Series³		-0.81	%		0.64	%		2.57	%		3.67	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index⁴		0.02	%		1.97	%		3.70	%		4.55	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Ohio Tax Exempt Series for the ten years ended December 31, 2016 to the BofA Merrill Lynch 1-12 Year Municipal Bond Index.

LOGO

²Performance numbers for the Series and Index are calculated from February 14, 1994, the Series’ inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.77%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.77% for the year ended December 31, 2016.

⁴The Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index is a subset of the BofA Merrill Lynch U.S. Municipal Securities Index, an unmanaged, market-weighted index comprised of investment-grade, fixed rate, coupon bearing municipal bonds. The Index includes securities with maturities greater than one year but less than twelve years. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Interactive Data.

Ohio Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/6-12/31/16
Class A
Actual		$1,000.00		$973.60		$3.82
Hypothetical
(5% return before expenses)		$1,000.00		$1,021.27		$3.91

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.77%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

Ohio Tax Exempt Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES - 97.4%
Akron, Various Purposes Impt., G.O. Bond		3.000%		12/1/2017		Aa3	$	100,000	$	101,720
Akron, Various Purposes Impt., Series A, G.O. Bond		1.250%		12/1/2017		AA²		350,000		350,434
Akron, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/1/2017		AA²		100,000		103,544
Akron, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/1/2018		AA²		225,000		240,275
Akron, Various Purposes Impt., Series C, G.O. Bond		3.000%		12/1/2017		AA²		300,000		305,160
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2019		A1		720,000		771,559
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2022		A1		200,000		226,932
American Municipal Power, Inc., Prairie State Energy Campus Project, Series A, Revenue Bond, AGC		4.375%		2/15/2020		A1		100,000		105,381
American Municipal Power, Inc., Prairie State Energy Campus Project, Unrefunded Balance, Series A, Revenue Bond, AGC		4.500%		2/15/2018		A1		100,000		103,653
Barberton City School District, G.O. Bond		4.000%		12/1/2019		AA²		625,000		669,581
Batavia Local School District, G.O. Bond, NATL		5.625%		12/1/2022		A2		125,000		136,752
Beavercreek City School District, G.O. Bond		5.000%		12/1/2023		Aa1		500,000		590,360
Beavercreek City School District, G.O. Bond		5.000%		12/1/2024		Aa1		590,000		704,755
Beavercreek City School District, G.O. Bond		5.000%		12/1/2034		Aa1		210,000		240,043
Butler County Sewer System, Revenue Bond, AGM		5.000%		12/1/2017		Aa3		750,000		776,018
Cincinnati City School District, School Impt., G.O. Bond		4.500%		6/1/2018		Aa2		350,000		365,788
Cincinnati City School District, School Impt., G.O. Bond, AGM		5.000%		12/1/2018		Aa2		400,000		427,156
Cincinnati Water System, Series C, Revenue Bond		5.000%		12/1/2024		Aaa		600,000		717,660
Cincinnati Water System, Series C, Revenue Bond		5.000%		12/1/2025		Aaa		250,000		302,278
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		12/1/2018		WR³		190,000		203,513
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		12/1/2018		Aaa		120,000		128,534
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		4.250%		12/1/2019		WR³		125,000		134,781
Cincinnati Water System, Water Utility Impt., Series A, Revenue Bond		5.000%		12/1/2037		Aaa		335,000		374,976
Cincinnati Water System, Water Utility Impt., Unrefunded Balance, Series A, Revenue Bond		5.000%		12/1/2018		Aaa		40,000		42,841
Cincinnati Water System, Water Utility Impt., Unrefunded Balance, Series A, Revenue Bond		4.250%		12/1/2019		Aaa		75,000		80,820
Cincinnati, Public Impt., Series C, G.O. Bond		5.000%		12/1/2020		Aa2		300,000		337,338
Cincinnati, Various Purposes Impt., Series C, G.O. Bond		4.250%		12/1/2017		Aa2		150,000		154,461
Cleveland Department of Public Utilities Division of Water, Series T, Revenue Bond		5.000%		1/1/2019		Aa1		370,000		396,747
Cleveland Department of Public Utilities Division of Water, Series Y, Revenue Bond		5.000%		1/1/2022		Aa1		1,140,000		1,307,306

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

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)
Cleveland Department of Public Utilities Division of Water, Water Utility Impt., 2nd Lien, Series A, Revenue Bond		5.000%		1/1/2019		Aa2	$	235,000	$	251,845
Cleveland, Public Impt., Revenue Bond		4.000%		11/15/2020		A1		220,000		235,877
Columbus, Public Impt., Series A, G.O. Bond		4.000%		8/15/2025		Aaa		375,000		422,786
Columbus, Public Impt., Series A, G.O. Bond		4.000%		8/15/2026		Aaa		300,000		335,367
Columbus, Recreational Facilities Impt., Series A, G.O. Bond		4.000%		2/15/2021		Aaa		500,000		544,940
Columbus, Various Purposes Impt., Series 2, G.O. Bond		4.000%		2/15/2017		Aaa		100,000		100,401
Columbus, Various Purposes Impt., Series A, G.O. Bond		5.000%		8/15/2018		Aaa		100,000		106,184
Cuyahoga County, G.O. Bond		5.000%		12/1/2018		Aa1		250,000		267,705
Cuyahoga County, Limited Tax, Various Purposes Impt., Series A, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		420,764
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2017		Aa1		280,000		282,447
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2018		Aa1		185,000		187,608
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2019		Aa1		85,000		86,131
Cuyahoga County, Public Impt., Revenue Bond		5.000%		12/1/2024		Aa1		500,000		598,050
Cuyahoga County, Public Impt., Series A, G.O. Bond		5.000%		12/1/2020		Aa1		395,000		443,680
Cuyahoga County, Public Impt., Series A, Revenue Bond		2.000%		12/1/2021		Aa1		155,000		155,733
Cuyahoga County, Public Impt., Series A, Revenue Bond		2.000%		12/1/2022		Aa1		170,000		169,691
Dayton, Water Utility Impt., Revenue Bond		2.000%		12/1/2021		Aa2		245,000		244,576
Dayton, Water Utility Impt., Revenue Bond		2.250%		12/1/2022		Aa2		200,000		201,094
Dayton, Water Utility Impt., Revenue Bond		2.500%		12/1/2023		Aa2		200,000		202,158
Delaware County Sanitary Sewer System, Revenue Bond, AGM		4.500%		12/1/2019		Aa2		150,000		152,000
Delaware County, Public Impt., G.O. Bond		4.000%		12/1/2040		Aaa		300,000		307,695
Delaware County, Public Impt., Revenue Bond		3.000%		12/1/2024		Aa1		305,000		314,354
Dublin City School District, G.O. Bond		5.000%		12/1/2026		Aa1		235,000		285,805
Dublin City School District, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/1/2017		Aa1		400,000		414,748
Dublin, Various Purposes Impt., G.O. Bond		3.500%		12/1/2035		Aaa		450,000		450,990
Fairfield City School District, G.O. Bond		5.000%		12/1/2020		Aa3		200,000		223,842
Fairfield County, Public Impt., G.O. Bond		2.000%		12/1/2018		Aa2		300,000		303,945
Franklin County, G.O. Bond		4.000%		6/1/2017		Aaa		1,145,000		1,160,125
Franklin County, G.O. Bond		5.000%		12/1/2025		Aaa		275,000		332,813
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2020		Aaa		100,000		106,708
Gahanna, Public Impt., G.O. Bond		4.000%		12/1/2023		Aa1		300,000		334,836
Gahanna, Public Impt., G.O. Bond		4.000%		12/1/2024		Aa1		375,000		420,352
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000%		12/1/2025		Aa1		105,000		126,395

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

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000%		12/1/2026		Aa1	$	500,000	$	597,055
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000%		12/1/2027		Aa1		420,000		505,756
Greater Cleveland Regional Transit Authority, Transit Impt., Revenue Bond		4.000%		12/1/2017		Aa1		350,000		359,611
Greater Cleveland Regional Transit Authority, Transit Impt., Revenue Bond		5.000%		12/1/2018		Aa1		350,000		374,787
Greene County Water System, Series A, Revenue Bond, NATL		5.250%		12/1/2020		Aa2		100,000		111,976
Hamilton City School District, Various Purposes Impt., G.O. Bond		4.000%		12/1/2018		AA²		200,000		209,532
Hamilton County Sewer System, Series A, Revenue Bond		5.000%		12/1/2020		Aa2		500,000		561,620
Hamilton County Sewer System, Series A, Revenue Bond		5.000%		12/1/2024		Aa2		570,000		680,865
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		4.000%		12/1/2018		Aa2		150,000		157,786
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2020		Aa2		500,000		561,620
Hamilton County, Limited Tax, Riverfront Infrastructure, Parking Facility Impt., G.O. Bond		5.000%		12/1/2021		Aa2		500,000		572,495
Hamilton County, Various Purposes Impt., G.O. Bond		4.000%		12/1/2024		Aa2		320,000		356,982
Hilliard School District, School Impt., Series A, G.O. Bond		5.000%		12/1/2018		Aa1		500,000		535,510
Hilliard, Limited Tax, Various Purposes Impt., G.O. Bond		3.000%		12/1/2018		Aa1		100,000		102,954
Huber Heights City School District, School Impt., G.O. Bond		5.000%		12/1/2019		A1		300,000		327,969
Huber Heights, Various Purposes Impt., G.O. Bond, AGM		5.000%		6/1/2017		Aa3		115,000		116,977
Independence, Various Purposes Impt., G.O. Bond		3.000%		12/1/2017		Aa1		100,000		101,629
Kenston Local School District, School Impt., G.O. Bond		2.000%		12/1/2017		Aa1		100,000		100,718
Lakota Local School District, Butler County, G.O. Bond		5.000%		12/1/2019		Aa1		175,000		191,683
Marysville City Wastewater Treatment System, Revenue Bond, BAM		4.000%		12/1/2017		AA²		200,000		204,926
Marysville City Wastewater Treatment System, Revenue Bond, BAM		4.000%		12/1/2018		AA²		335,000		350,058
Miami County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2018		Aa2		200,000		213,974
Miamisburg City School District, G.O. Bond		5.000%		12/1/2022		Aa2		250,000		289,385
Miamisburg City School District, G.O. Bond		5.000%		12/1/2024		Aa2		275,000		325,809
Middleburg Heights, G.O. Bond		3.750%		12/1/2017		Aa1		100,000		102,471

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

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500%		12/1/2018		Aa3	$	100,000	$	104,509
Middletown, Various Purposes Impt., G.O. Bond, AGM		5.000%		12/1/2021		Aa3		230,000		241,383
New Albany Plain Local School District, School Impt., G.O. Bond		4.000%		12/1/2028		Aa1		500,000		549,630
New Albany, Limited Tax, Recreational Facility Impt., G.O. Bond		3.000%		12/1/2020		Aaa		340,000		355,960
North Ridgeville, Water Utility Impt., G.O. Bond, AGC		4.750%		12/1/2018		Aa1		200,000		212,942
Northeast Ohio Regional Sewer District, Sewer Impt., Revenue Bond		5.000%		11/15/2021		Aa1		750,000		855,225
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000%		2/15/2018		Aa3		275,000		286,696
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000%		2/15/2019		Aa3		375,000		402,428
Ohio State Turnpike Commission, Highway Impt., Series A-1, Revenue Bond		5.000%		2/15/2024		A1		400,000		461,800
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2019		Aa3		260,000		281,726
Ohio State Water Development Authority, Drinking Water Assistance, Revenue Bond		5.000%		6/1/2021		Aaa		500,000		570,335
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500%		12/1/2021		Aaa		125,000		146,688
Ohio State Water Development Authority, Pollution Control, Series C, Revenue Bond		3.000%		12/1/2021		Aaa		300,000		315,444
Ohio State Water Development Authority, Series A, Revenue Bond		5.000%		12/1/2017		Aaa		150,000		155,559
Ohio State Water Development Authority, Series B-1, Revenue Bond		5.000%		12/1/2017		Aaa		125,000		129,632
Ohio State Water Development Authority, Sewer Impt., Series A, Revenue Bond		5.000%		6/1/2020		Aaa		450,000		501,660
Ohio State Water Development Authority, Water Utility Impt., Series B, Revenue Bond		5.000%		12/1/2031		Aaa		300,000		357,384
Ohio State, Highway Impt., Series S, G.O. Bond		5.000%		5/1/2026		Aa1		225,000		273,670
Ohio State, Infrastructure Impt., Series A, G.O. Bond		5.000%		9/1/2025		Aa1		350,000		421,946
Ohio State, School Impt., Prerefunded Balance, Series B, G.O. Bond		5.000%		6/15/2024		Aa1		1,150,000		1,333,655
Ohio State, Series A, G.O. Bond		5.000%		9/15/2021		Aa1		500,000		571,565
Ohio State, Series A, G.O. Bond		5.000%		9/1/2022		Aa1		125,000		145,219
Ohio State, Series A, G.O. Bond		5.000%		9/1/2025		Aa1		600,000		723,336
Ohio State, Series B, Revenue Bond		5.000%		12/15/2018		Aa2		650,000		696,794
Ohio State, Series B, Revenue Bond		5.000%		12/15/2019		Aa2		350,000		384,349
Olentangy Local School District, School Impt., G.O. Bond		5.000%		12/1/2019		Aa1		100,000		109,803

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

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)
Olentangy Local School District, Series B, G.O. Bond		5.000%		12/1/2018		Aa1	$	150,000	$	160,474
Olentangy Local School District, Series B, G.O. Bond		3.000%		12/1/2020		Aa1		115,000		120,495
Oregon City School District, School Impt., G.O. Bond		4.000%		12/1/2017		Aa3		100,000		102,597
Portage County, Limited Tax, Various Purposes Impt., G.O. Bond		4.000%		12/1/2017		AA²		250,000		256,720
Sheffield, Limited Tax, Various Purposes Impt., G.O. Bond		2.000%		12/1/2018		AA²		140,000		141,873
Springboro Community City School District, G.O. Bond, AGM		5.250%		12/1/2018		Aa3		200,000		213,892
Springboro Sewer System, Revenue Bond		4.000%		6/1/2018		Aa2		100,000		103,506
Springboro, Limited Tax, Public Impt., G.O. Bond		5.000%		12/1/2019		Aa1		100,000		106,551
Summit County, Various Purposes Impt., Series R, G.O. Bond, NATL		5.500%		12/1/2019		Aa1		100,000		111,316
Sylvania City School District, School Impt., Prerefunded Balance, G.O. Bond, AGC		5.000%		12/1/2020		A1		150,000		152,559
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2018		Aa3		500,000		534,730
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2019		Aa3		500,000		548,725
Toledo, Limited Tax, Capital Impt., G.O. Bond		5.000%		12/1/2019		A2		275,000		299,093
Troy, Limited Tax, Water & Sewer Impt., G.O. Bond		2.000%		12/1/2020		Aa1		100,000		100,807
Upper Arlington, Various Purposes Impt., G.O. Bond		4.000%		12/1/2024		Aaa		535,000		599,703
Westerville, Various Purposes Impt., G.O. Bond		5.000%		12/1/2020		Aaa		100,000		112,641
Worthington City School District, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		420,768


TOTAL MUNICIPAL BONDS (Identified Cost $43,510,281)										43,281,947

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

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2016

COUPON
RATE

VALUE

(NOTE 2)

SHORT-TERM INVESTMENT - 2.1%

Dreyfus Government Cash Management
(Identified Cost $906,998)

0.45%⁴

906,998

906,998

TOTAL INVESTMENTS - 99.5%
(Identified Cost $44,417,279)

44,188,945

OTHER ASSETS, LESS LIABILITIES - 0.5%

232,205

NET ASSETS - 100%

44,421,150

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

BAM (Build America Mutual Assurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

⁴Rate shown is the current yield as of December 31, 2016.

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

Ohio Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $44,417,279) (Note 2)	$	44,188,945
Interest receivable		260,421
Receivable for fund shares sold		17,817
Prepaid expenses		1,445


TOTAL ASSETS		44,468,628


LIABILITIES:

Accrued management fees (Note 3)		18,989
Accrued fund accounting and administration fees (Note 3)		16,937
Accrued Directors’ fees (Note 3)		422
Accrued Chief Compliance Officer service fees (Note 3)		346
Accrued transfer agent fees (Note 3)		316
Audit fees payable		8,135
Other payables and accrued expenses		2,333


TOTAL LIABILITIES		47,478


TOTAL NET ASSETS	$	44,421,150


NET ASSETS CONSIST OF:

Capital stock	$	42,419
Additional paid-in-capital		44,624,229
Undistributed net investment income		41,706
Accumulated net realized loss on investments		(58,870	)
Net unrealized depreciation on investments		(228,334	)


TOTAL NET ASSETS	$	44,421,150


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($44,421,150/4,241,930 shares)	$	10.47

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

Ohio Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	695,997
Dividends		2,283


Total Investment Income		698,280


EXPENSES:

Management fees (Note 3)		226,073
Fund accounting and administration fees (Note 3)		62,435
Chief Compliance Officer service fees (Note 3)		3,947
Directors’ fees (Note 3)		3,902
Transfer agent fees (Note 3)		1,184
Audit fees		31,232
Custodian fees		2,339
Miscellaneous		17,607


Total Expenses		348,719


NET INVESTMENT INCOME		349,561


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		18,213
Net change in unrealized appreciation (depreciation) on investments		(754,630	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(736,417	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(386,856	)

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

Ohio Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	349,561		$	281,293
Net realized gain (loss) on investments		18,213			(45,591	)
Net change in unrealized appreciation (depreciation) on investments		(754,630	)		323,164


Net increase (decrease) from operations		(386,856	)		558,866


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(358,742	)		(286,649	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		714,836			(416,052	)


Net decrease in net assets		(30,762	)		(143,835	)

NET ASSETS:

Beginning of year		44,451,912			44,595,747


End of year (including undistributed net investment income of $41,706 and $50,887, respectively)	$	44,421,150		$	44,451,912

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

Ohio Tax Exempt Series

Financial Highlights


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.64		$	10.57		$	10.54		$	10.93		$	10.77

Income (loss) from investment operations:
Net investment income¹		0.08			0.07			0.07			0.14			0.16
Net realized and unrealized gain (loss) on investments		(0.16	)		0.07			0.06			(0.31	)		0.17


Total from investment operations		(0.08	)		0.14			0.13			(0.17	)		0.33


Less distributions to shareholders:

From net investment income		(0.09	)		(0.07	)		(0.06	)		(0.14	)		(0.17	)
From net realized gain on investments		—			—			(0.04	)		(0.08	)		—	²


Total distributions to shareholders		(0.09	)		(0.07	)		(0.10	)		(0.22	)		(0.17	)


Net asset value - End of year	$	10.47		$	10.64		$	10.57		$	10.54		$	10.93


Net assets - End of year (000’s omitted)	$	44,421		$	44,452		$	44,596		$	40,193		$	38,749


Total return³		(0.81	%)		1.31	%		1.27	%		(1.59	%)		3.09	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.77	%		0.77	%		0.72	%		0.78	%		0.76	%
Net investment income		0.77	%		0.62	%		0.65	%		1.34	%		1.45	%
Portfolio turnover		13	%		32	%		41	%		27	%		9	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

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

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

Ohio Tax Exempt Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Ohio Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

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

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	43,281,947	$	—	$	43,281,947	$	—
Mutual fund		906,998		906,998		—		—

Total assets	$	44,188,945	$	906,998	$	43,281,947	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

In October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Compliance with the guidance is required for financial statements filed with the SEC on or after August 1, 2017; adoption will have no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

The Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2013 through December 31, 2016. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Distributions of Income and Gains

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

Indemnifications

Other

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 0.50% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $7,796,641 and $5,841,650, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Ohio Tax Exempt Series were:


	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		487,801		$	5,250,491			444,806		$	4,719,459
Reinvested		33,047			351,308			26,854			281,527
Repurchased		(457,572	)		(4,886,963	)		(511,356	)		(5,417,038	)

Total		63,276		$	714,836			(39,696	)	$	(416,052	)

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

6.	Financial Instruments

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

7.	Concentration of Credit

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

8.	Federal Income Tax Information

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16	FOR THE YEAR ENDED 12/31/15
Ordinary income	$ 1,800	$ —
Tax exempt income	$356,942	$286,649

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	44,417,279
Unrealized appreciation		136,449
Unrealized depreciation		(364,783	)

Net unrealized depreciation	$	(228,334	)

Undistributed tax exempt income	$	41,706
Capital loss carryforwards	$	(58,870	)

The capital loss carryover utilized in the current year was $18,213.

At December 31, 2016, the Series had net short-term capital loss carryforwards of $11,099 and net long-term capital loss carryforwards of $47,771 which may be carried forward indefinitely.

Ohio Tax Exempt Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Ohio Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Ohio Tax Exempt Series

Supplemental Tax Information

(unaudited)

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

The Series hereby reports $356,942 as tax exempt dividends for the year ended December 31, 2016. It is the intention of the Series to designate the maximum allowable under tax law.

Ohio Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Ohio Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Ohio Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director





Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)
Other Directorships Held Outside Fund Complex:

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Current Position(s) Held with Fund:
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)



Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008) The Ashley Group (property management and investment)(1995-2008) Genesee Corporation (holding company)(1987-2007)



Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Current Position(s) Held with Fund:
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).



Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)

Ohio Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)

Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Current Position(s) Held with Fund:
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants);
		Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present) Culinary Institute of America (non-profit college) (1985-present) George Eastman House (museum) (1988-present) National Restaurant Association (restaurant trade organization) (1978-present)





Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Current Position(s) Held with Fund:
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Principal Occupation(s) During Past 5 Years:
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015-present)



Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.



Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Ohio Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Term of Office¹ & Length of Time Served:
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company


Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Term of Office¹ & Length of Time Served:
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006


Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director


Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary


Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Ohio Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNOTE-12/16-AR

LOGO

Diversified Tax Exempt Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Diversified Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

The Bank of America Merrill Lynch 1-12 Year Municipal Bond Index was slightly positive for the year, returning 0.02%. Over the same time period, the Diversified Tax Exempt Series returned -0.83%. Slight underperformance was primarily attributable to the Series’ shorter duration positioning relative to the benchmark, as rates fell in the earlier part of the year.

Please see the next page for additional performance information as of December 31, 2016.

Diversified Tax Exempt Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Diversified Tax Exempt Series³		-0.83	%		0.77	%		2.58	%		3.82	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index⁴		0.02	%		1.97	%		3.70	%		4.55	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Diversified Tax Exempt Series for the ten years ended December 31, 2016 to the BofA Merrill Lynch 1-12 Year Municipal Bond Index.

LOGO

²Performance numbers for the Series and Index are calculated from February 14, 1994, the Series’ inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.57%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.57% for the year ended December 31, 2016.

Diversified Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16
Class A
Actual	$1,000.00	$972.40	$2.83
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.27	$2.90

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.57%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data.

Diversified Tax Exempt Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO


Top Ten States²
New York	10.6	%	Pennsylvania	6.3	%
Washington	7.9	%	Georgia	4.6	%
Florida	7.1	%	Nebraska	3.6	%
Ohio	6.8	%	Arizona	3.4	%
Texas	6.4	%	Kansas	3.3	%

²As a percentage of total investments.

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS - 97.6%

ALASKA - 0.2%
Alaska Municipal Bond Bank Authority, Series 2, Revenue Bond		5.000%		9/1/2022		A1	$	500,000	$	567,425

ARIZONA - 3.3%
Mesa, Multiple Utility Impt., Revenue Bond		5.000%		7/1/2023		Aa2		1,050,000		1,225,864
Mesa, Multiple Utility Impt., Revenue Bond		5.000%		7/1/2024		Aa2		1,200,000		1,419,396
Mesa, Multiple Utility Impt., Revenue Bond		3.000%		7/1/2039		Aa2		1,525,000		1,335,564
Pima County Sewer System, Series A, Revenue Bond		5.000%		7/1/2019		AA²		1,000,000		1,087,460
Pima County Sewer System, Series B, Revenue Bond		5.000%		7/1/2020		AA²		1,400,000		1,559,488
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000%		12/1/2018		Aa1		1,340,000		1,434,899
Salt River Project Agricultural Impt. & Power District, Series B, Revenue Bond		5.000%		12/1/2020		Aa1		400,000		449,296
Tucson Water System, Series A, Revenue Bond		5.000%		7/1/2018		Aa2		1,400,000		1,476,622
Yavapai County Industrial Development Authority, Northern Arizona Healthcare System, Revenue Bond		5.000%		10/1/2020		AA²		460,000		509,901


										10,498,490

COLORADO - 2.7%
Boulder County, Series A, Revenue Bond		5.000%		7/15/2026		AA²		1,000,000		1,217,850
Boulder Water & Sewer, Revenue Bond		5.000%		12/1/2019		Aa1		1,500,000		1,649,760
Colorado Springs Utilities System, Series C-1, Revenue Bond		5.000%		11/15/2019		Aa2		2,435,000		2,673,727
Denver Wastewater Management Division Department of Public Works, Revenue Bond		4.000%		11/1/2020		Aa1		1,500,000		1,627,155
Platte River Power Authority, Series GG, Revenue Bond, AGM		5.000%		6/1/2018		Aa2		1,210,000		1,277,324


										8,445,816

DELAWARE - 0.7%
Delaware River & Bay Authority, Series C, Revenue Bond		5.000%		1/1/2019		A1		2,000,000		2,136,780

DISTRICT OF COLUMBIA - 1.2%
District of Columbia Water & Sewer Authority, Series A, Revenue Bond		5.000%		10/1/2029		Aa2		1,380,000		1,631,160
District of Columbia Water & Sewer Authority, Series B, Revenue Bond		5.000%		10/1/2036		Aa2		900,000		1,030,905

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

DISTRICT OF COLUMBIA (continued)
District of Columbia Water & Sewer Authority, Series C, Revenue Bond		5.000%		10/1/2022		Aa2	$	1,000,000	$	1,160,020


										3,822,085

FLORIDA - 6.9%
Daytona Beach Utility System, Water Utility Impt., Revenue Bond, AGM		5.000%		11/1/2019		A1		1,010,000		1,101,476
Florida Municipal Power Agency, St. Lucie Project, Series A, Revenue Bond		5.000%		10/1/2018		A2		1,065,000		1,128,740
Florida’s Turnpike Enterprise, Series C, Revenue Bond		5.000%		7/1/2019		Aa2		920,000		1,000,942
Fort Lauderdale, Water & Sewer, Revenue Bond		5.000%		9/1/2020		Aa1		1,545,000		1,728,283
Fort Lauderdale, Water & Sewer, Revenue Bond		2.000%		9/1/2026		Aa1		960,000		877,882
Fort Lauderdale, Water & Sewer, Revenue Bond		2.000%		3/1/2027		Aa1		995,000		896,196
Fort Myers Utility System, Utility Impt., Revenue Bond		5.000%		10/1/2019		Aa3		785,000		856,019
JEA Electric System, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		2,000,000		2,180,940
JEA Electric System, Swap Termination, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		1,500,000		1,635,705
Miami-Dade County Expressway Authority, Swap Termination, Series A, Revenue Bond, AGM		4.000%		7/1/2018		A2		1,000,000		1,037,470
Miami-Dade County, Water & Sewer System, Revenue Bond		5.000%		10/1/2023		Aa3		2,000,000		2,335,880
Miami-Dade County, Water & Sewer System, Series B, Revenue Bond, AGM		5.250%		10/1/2019		Aa3		500,000		548,585
Okaloosa County, Water & Sewer, Revenue Bond		5.000%		7/1/2023		Aa3		2,065,000		2,386,520
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2018		A2		675,000		711,011
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2019		A2		500,000		541,030
Orlando-Orange County Expressway Authority, Swap Termination, Series B, Revenue Bond		5.000%		7/1/2020		A2		1,165,000		1,288,490
Port St. Lucie Utility System, Revenue Bond, AGC		5.000%		9/1/2018		A1		400,000		423,984
Port St. Lucie Utility System, Water Utility Impt., Revenue Bond, NATL		5.250%		9/1/2023		A1		500,000		582,515
Tampa, BayCare Health System, Revenue Bond		5.000%		11/15/2018		Aa2		500,000		532,395


										21,794,063

GEORGIA - 4.5%
Atlanta, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2019		Aa3		1,160,000		1,267,752
DeKalb County, Water & Sewerage, Revenue Bond		5.000%		10/1/2019		Aa3		500,000		545,020

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

GEORGIA (continued)
DeKalb County, Water & Sewerage, Series A, Revenue Bond		5.000%		10/1/2018		Aa3	$	1,585,000	$	1,684,411
Fulton County Water & Sewerage, Revenue Bond		5.000%		1/1/2019		Aa3		1,200,000		1,285,524
Georgia State, Series E, G.O. Bond		5.000%		12/1/2025		Aaa		4,000,000		4,894,920
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		2,250,000		2,414,475
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		500,000		536,550
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2019		A1		485,000		529,533
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2020		A1		1,000,000		1,113,730


										14,271,915

HAWAII - 1.0%
Honolulu County Wastewater System, Sewer Impt., Series A, Revenue Bond		5.000%		7/1/2020		Aa3		1,000,000		1,083,090
Honolulu County Wastewater System, Sewer Impt., Series A, Revenue Bond		5.000%		7/1/2023		Aa3		1,750,000		2,052,942


										3,136,032

ILLINOIS - 2.6%
Aurora, Waterworks & Sewerage, Series B, Revenue Bond		3.000%		12/1/2022		AA²		500,000		515,360
Aurora, Waterworks & Sewerage, Series B, Revenue Bond		3.000%		12/1/2023		AA²		625,000		639,131
Central Lake County Joint Action Water Agency, Revenue Bond		4.000%		5/1/2018		Aa2		750,000		778,050
Central Lake County Joint Action Water Agency, Revenue Bond		4.000%		5/1/2019		Aa2		760,000		803,753
Du Page & Will Counties Community School District No. 204 Indian Prairie, Series A, G.O. Bond		5.000%		12/30/2018		Aa1		820,000		876,523
Illinois Municipal Electric Agency, Series A, Revenue Bond		5.000%		2/1/2018		A1		500,000		519,730
Illinois Municipal Electric Agency, Series A, Revenue Bond		5.000%		2/1/2025		A1		2,000,000		2,327,600
Illinois State Toll Highway Authority, Series A, Revenue Bond		5.000%		12/1/2019		Aa3		1,000,000		1,091,780
Sangamon & Morgan Counties Community Unit School District No. 16 New Berlin, School Impt., G.O. Bond, NATL		5.500%		2/1/2019		A3		725,000		784,610


										8,336,537

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

INDIANA - 1.5%
Fort Wayne Waterworks, Water Utility Impt., Revenue Bond		2.000%		12/1/2020		Aa3	$	745,000	$	748,494
Indiana Municipal Power Agency, Series A, Revenue Bond		5.000%		1/1/2019		A1		2,540,000		2,713,203
Indiana Municipal Power Agency, Series A, Revenue Bond		4.000%		1/1/2020		A1		750,000		798,472
Lafayette, Sewage Works, Sewer Impt., Revenue Bond		3.000%		7/1/2018		AA²		475,000		486,120


										4,746,289

IOWA - 0.7%
Cedar Falls, Electric Utility, Revenue Bond		5.000%		12/1/2023		Aa2		2,000,000		2,342,160

KANSAS - 3.2%
Kansas Development Finance Authority, Series D, Revenue Bond		5.000%		11/15/2020		Aa2		500,000		547,610
Kansas Turnpike Authority, Series A, Revenue Bond		5.000%		9/1/2019		AA²		2,965,000		3,231,642
Topeka Combined Utility, Series A, Revenue Bond		4.000%		8/1/2019		Aa3		845,000		894,432
Wichita, Water & Sewer Utility, Series A, Revenue Bond		5.000%		10/1/2018		AA²		1,000,000		1,065,330
Wichita, Water & Sewer Utility, Series B, Revenue Bond		5.000%		10/1/2019		AA²		2,000,000		2,186,040
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		4.000%		9/1/2018		A3		450,000		469,026
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		5.000%		9/1/2020		A3		1,495,000		1,657,327


										10,051,407

KENTUCKY - 0.6%
Kentucky Turnpike Authority, Series A, Revenue Bond		5.000%		7/1/2019		Aa2		500,000		540,520
Louisville & Jefferson County, Sewer Impt., Series A, Revenue Bond		5.000%		5/15/2024		Aa3		1,070,000		1,265,072


										1,805,592

LOUISIANA - 1.5%
Lafayette Utilities, Sewer Impt., Revenue Bond		4.000%		11/1/2018		A1		1,135,000		1,187,573
Lafayette Utilities, Water & Sewer Impt., Revenue Bond		5.000%		11/1/2019		A1		990,000		1,080,040

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

LOUISIANA (continued)
New Orleans, Sewer Impt., Revenue Bond		5.000%		6/1/2021		A²	$	600,000	$	666,180
New Orleans, Water Utility Impt., Revenue Bond		5.000%		12/1/2020		A²		1,700,000		1,875,525


										4,809,318

MAINE - 0.2%
Maine Municipal Bond Bank, Various Purposes Impt., Series E, Revenue Bond		4.000%		11/1/2021		Aa2		570,000		623,740

MARYLAND - 0.3%
Baltimore, Water Utility Impt., Series A, Revenue Bond		4.000%		7/1/2018		Aa3		500,000		520,710
Maryland Health & Higher Educational Facilities Authority, Revenue Bond		5.000%		7/1/2019		A2		500,000		540,645


										1,061,355

MASSACHUSETTS - 1.3%
Commonwealth of Massachusetts, Public Impt., Series D-2, G.O. Bond³		0.980%		8/1/2043		Aa1		1,225,000		1,225,049
Commonwealth of Massachusetts, Series C, G.O. Bond		3.625%		10/1/2040		Aa1		3,000,000		2,891,430


										4,116,479

MICHIGAN - 1.3%
Ann Arbor Sewage Disposal System, Revenue Bond		3.000%		7/1/2020		AA²		1,000,000		1,045,760
Ann Arbor Sewage Disposal System, Revenue Bond		2.000%		7/1/2027		AA²		820,000		746,815
Emmet County, Public Impt., G.O. Bond		2.250%		5/1/2018		Aa2		910,000		920,483
Walled Lake Consolidated School District, G.O. Bond		5.000%		5/1/2019		Aa1		1,000,000		1,076,930
West Ottawa Public Schools, Series I, G.O. Bond		5.000%		5/1/2019		Aa2		400,000		430,772


										4,220,760

MINNESOTA - 1.5%
Minnesota Municipal Power Agency, Series A, Revenue Bond		5.000%		10/1/2018		A2		2,130,000		2,260,143
Minnesota State, Series D, G.O. Bond		5.000%		8/1/2024		Aa1		2,000,000		2,402,800


										4,662,943

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

MISSOURI - 1.4%
Kansas City, Sanitary Sewer System, Sewer Impt., Series A, Revenue Bond		4.000%		1/1/2025		Aa2	$	750,000	$	839,798
Kansas City, Sanitary Sewer System, Sewer Impt., Series A, Revenue Bond		5.000%		1/1/2027		Aa2		1,590,000		1,872,909
Missouri Housing Development Commission, Series A, Revenue Bond		1.600%		11/1/2019		AA²		265,000		265,188
Missouri Joint Municipal Electric Utility Commission, Series A, Revenue Bond		4.000%		1/1/2018		A2		750,000		770,565
Missouri State Health & Educational Facilities Authority, Revenue Bond		5.000%		1/1/2020		Aa2		725,000		796,318


										4,544,778

NEBRASKA - 3.5%
Lincoln Electric System, Revenue Bond		5.000%		9/1/2021		AA²		2,000,000		2,284,000
Municipal Energy Agency of Nebraska, Series A, Revenue Bond		5.000%		4/1/2018		A2		630,000		658,703
Municipal Energy Agency of Nebraska, Series A, Revenue Bond		5.000%		4/1/2018		A²		500,000		522,780
Nebraska Public Power District, Prerefunded Balance, Series B, Revenue Bond		5.000%		1/1/2019		A1		600,000		623,454
Nebraska Public Power District, Revenue Bond		5.000%		1/1/2019		A1		1,000,000		1,069,420
Nebraska Public Power District, Series A, Revenue Bond		5.000%		1/1/2019		A1		500,000		534,710
Nebraska Public Power District, Series B, Revenue Bond		5.000%		1/1/2020		A1		1,000,000		1,094,360
Omaha Public Power District, Series A, Revenue Bond		4.000%		2/1/2018		A1		1,120,000		1,152,894
Omaha Public Power District, Series A, Revenue Bond		5.000%		2/1/2030		Aa2		1,000,000		1,178,910
Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2018		Aa2		675,000		703,485
Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2019		Aa2		1,265,000		1,358,458


										11,181,174

NEW HAMPSHIRE - 0.9%
New Hampshire State Turnpike System, Series B, Revenue Bond		5.000%		2/1/2020		A1		2,575,000		2,821,762

NEW JERSEY - 1.0%
New Jersey Health Care Facilities Financing Authority, Kennedy Health System, Revenue Bond		2.000%		7/1/2018		A3		455,000		459,523

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NEW JERSEY (continued)
New Jersey State Turnpike Authority, Series B, Revenue Bond		5.000%		1/1/2019		A2	$	1,625,000	$	1,735,142
New Jersey State Turnpike Authority, Series H, Revenue Bond		5.000%		1/1/2020		A2		915,000		974,960


										3,169,625

NEW MEXICO - 1.5%
Albuquerque Bernalillo County Water Utility Authority, Water Utility Impt., Revenue Bond		5.000%		7/1/2022		Aa2		1,250,000		1,446,263
Albuquerque Bernalillo County Water Utility Authority, Water Utility Impt., Revenue Bond		5.000%		7/1/2023		Aa2		2,000,000		2,346,220
Las Cruces, Multiple Utility Impt., Revenue Bond		2.000%		6/1/2018		Aa2		875,000		885,938


										4,678,421

NEW YORK - 10.4%
Metropolitan Transportation Authority, Green Bond, Series A-1, Revenue Bond		5.000%		11/15/2026		A1		1,500,000		1,769,235
Metropolitan Transportation Authority, Series D-1, Revenue Bond		5.000%		11/15/2024		A1		1,385,000		1,618,414
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2018		A1		725,000		773,648
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2019		A1		1,315,000		1,435,848
Metropolitan Transportation Authority, Transit Impt., Subseries D-2, Revenue Bond³		1.040%		11/15/2044		A1		1,600,000		1,598,752
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019		A2		1,000,000		1,075,840
New York City Transitional Finance Authority Future Tax Secured Revenue, Public Impt., Subseries F-3, Revenue Bond		3.000%		2/1/2037		Aa1		3,000,000		2,697,030
New York City, Public Impt., Series F-1, G.O. Bond		5.000%		6/1/2024		Aa2		2,880,000		3,398,602
New York City, Series 1, G.O. Bond		5.000%		8/1/2020		Aa2		1,000,000		1,111,180
New York City, Series 1, G.O. Bond		5.000%		8/1/2023		Aa2		2,000,000		2,334,900
New York City, Series A, G.O. Bond		5.000%		8/1/2023		Aa2		2,000,000		2,334,900
New York State Dormitory Authority, Series 1, Revenue Bond		4.000%		7/1/2020		Aa3		420,000		453,907
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2025		Aa1		2,000,000		2,397,680
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Prerefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		WR⁴		495,000		527,116

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NEW YORK (continued)
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Unrefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		AA²	$	1,640,000	$	1,745,075
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A2		1,000,000		1,048,130
New York State Urban Development Corp., Highway Impt., Series C, Revenue Bond		5.000%		3/15/2024		Aa1		765,000		902,731
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		4.000%		11/15/2018		Aa3		500,000		524,900
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2019		Aa3		725,000		773,430
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2020		Aa3		920,000		1,030,989
Triborough Bridge & Tunnel Authority, Subseries A, Revenue Bond		5.000%		11/15/2023		A1		2,805,000		3,298,035


										32,850,342

NORTH CAROLINA - 2.5%
Cape Fear Public Utility Authority, Sewer Impt., Revenue Bond		5.000%		8/1/2019		Aa1		1,240,000		1,314,363
Charlotte, Water & Sewer System, Revenue Bond		5.000%		12/1/2020		Aaa		1,400,000		1,578,122
The Charlotte-Mecklenburg Hospital Authority, Series A, Revenue Bond		3.000%		1/15/2018		Aa3		500,000		509,445
North Carolina Medical Care Commission, Moses Cone Health System, Revenue Bond		5.000%		10/1/2020		AA²		580,000		641,202
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2020		A2		400,000		437,496
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2024		A²		3,000,000		3,487,440


										7,968,068

NORTH DAKOTA - 0.3%
North Dakota Public Finance Authority, Series A, Revenue Bond		4.000%		6/1/2018		A²		800,000		829,432

OHIO - 6.7%
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2018		A1		425,000		442,599
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2023		A1		1,895,000		2,149,328

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

OHIO (continued)
American Municipal Power, Inc., Prairie State Energy Campus Project, Unrefunded Balance, Revenue Bond		5.250%		2/15/2023		A1	$	25,000	$	26,064
Cincinnati Water System, Series C, Revenue Bond		5.000%		12/1/2025		Aaa		1,000,000		1,209,110
Franklin County, Ohio Health Corp., Revenue Bond		5.000%		5/15/2018		Aa2		640,000		672,710
Ohio State Turnpike Commission, Series A, Revenue Bond		5.250%		2/15/2027		Aa3		600,000		736,080
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2018		Aa3		1,000,000		1,048,100
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2019		Aa3		3,735,000		4,047,097
Ohio State, Public Impt., Series B, G.O. Bond		3.000%		9/1/2021		Aa1		2,000,000		2,103,860
Ohio State, School Impt., Prerefunded Balance, Series B, G.O. Bond		5.000%		6/15/2024		Aa1		4,200,000		4,870,740
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2018		Aa3		1,175,000		1,256,616
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2019		Aa3		1,010,000		1,108,424
Toledo Water System, Water Utility Impt., Series A, Revenue Bond		5.000%		11/15/2022		Aa3		610,000		693,106
Toledo, Capital Impt., G.O. Bond		5.000%		12/1/2020		A2		610,000		674,636


										21,038,470

OKLAHOMA - 1.8%
Oklahoma Development Finance Authority, Prerefunded Balance, Series C, Revenue Bond		5.000%		8/15/2018		AA²		500,000		530,420
Oklahoma Turnpike Authority, Series A, Revenue Bond		5.000%		1/1/2020		Aa3		2,750,000		3,023,900
Oklahoma Turnpike Authority, Series A, Revenue Bond		5.000%		1/1/2022		Aa3		2,000,000		2,239,520


										5,793,840

OREGON - 3.1%
Bend, Water Utility Impt., Revenue Bond		5.000%		12/1/2030		Aa2		1,435,000		1,701,293
Clackamas County Service District No. 1, Sewer Impt., Revenue Bond		2.000%		12/1/2029		AA²		1,000,000		861,370
Medford Hospital Facilities Authority, Asante Health System, Revenue Bond, AGM		5.000%		8/15/2019		AA²		440,000		475,970
Oregon State Housing & Community Services Department, Series A, Revenue Bond		1.950%		7/1/2020		Aa2		230,000		229,690
Portland Sewer System, Series A, Revenue Bond		5.000%		8/1/2019		Aa3		1,285,000		1,400,406
Portland Sewer System, Series A, Revenue Bond		5.000%		6/15/2026		Aa2		2,480,000		3,010,794

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

OREGON (continued)
Portland Sewer System, Series B, Revenue Bond		2.125%		6/15/2030		Aa3	$	1,000,000	$	866,100
Washington County Clean Water Services, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2021		Aa1		1,015,000		1,159,039


										9,704,662

PENNSYLVANIA - 6.2%
Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Revenue Bond		5.000%		8/15/2019		Aa3		640,000		695,930
Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Series A, Revenue Bond		5.000%		5/15/2018		Aa3		500,000		525,625
Allegheny County Sanitary Authority, Revenue Bond, AGM		5.000%		6/1/2018		A1		1,465,000		1,540,052
Allegheny County Sanitary Authority, Revenue Bond, AGM		5.000%		12/1/2019		A1		1,500,000		1,639,020
Central Bradford Progress Authority, Guthrie Healthcare System, Revenue Bond		5.250%		12/1/2018		AA²		600,000		642,738
North Wales Water Authority, Series A, Revenue Bond		5.000%		11/1/2020		AA²		1,000,000		1,111,770
Pennsylvania Turnpike Commission, Highway Impt., Series A-1, Revenue Bond		5.000%		12/1/2023		A1		1,200,000		1,393,644
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2018		Aa3		615,000		650,707
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2019		Aa3		1,050,000		1,142,631
Pennsylvania Turnpike Commission, Series B, Revenue Bond		5.000%		12/1/2020		A1		1,000,000		1,094,310
Philadelphia, Water & Wastewater, Prerefunded Balance, Revenue Bond, NATL		5.600%		8/1/2018		AA²		20,000		21,241
Philadelphia, Water & Wastewater, Series A, Revenue Bond		5.000%		1/1/2018		A1		385,000		399,384
Philadelphia, Water & Wastewater, Series A, Revenue Bond		5.000%		7/1/2018		A1		500,000		526,675
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2018		A1		1,370,000		1,457,159
Philadelphia, Water & Wastewater, Swap Termination, Series A, Revenue Bond, AGM		5.000%		6/15/2019		A1		1,000,000		1,082,410
Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM		5.000%		9/1/2019		A2		1,000,000		1,087,920
Pittsburgh Water & Sewer Authority, Swap Termination, Series A, Revenue Bond, AGM		5.000%		9/1/2018		A2		1,325,000		1,404,606
Pittsburgh, Series B, G.O. Bond		5.000%		9/1/2018		A1		1,000,000		1,058,540

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

PENNSYLVANIA (continued)
Southcentral General Authority, Wellspan Health Obligated Group, Prerefunded Balance, Revenue Bond		5.625%		6/1/2018		WR⁴	$	465,000	$	493,983
Southcentral General Authority, Wellspan Health Obligated Group, Unrefunded Balance, Revenue Bond		5.625%		6/1/2018		Aa3		190,000		201,189
University Area Joint Authority, Revenue Bond, AGM		2.250%		11/1/2027		AA²		1,500,000		1,421,475


										19,591,009

SOUTH CAROLINA - 2.1%
Charleston, Waterworks & Sewer System, Revenue Bond		5.000%		1/1/2022		Aaa		530,000		594,782
Greenwood Metropolitan District, Sewer Impt., Revenue Bond		5.000%		10/1/2026		Aa3		500,000		597,180
South Carolina State Public Service Authority, Prerefunded Balance, Series B, Revenue Bond, NATL		5.000%		1/1/2019		A1		85,000		91,162
South Carolina State Public Service Authority, Series A, Revenue Bond		5.000%		12/1/2019		A1		2,500,000		2,739,825
South Carolina State Public Service Authority, Series C, Revenue Bond		5.000%		12/1/2020		A1		1,000,000		1,119,210
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond		5.000%		10/1/2018		A1		685,000		726,854
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond, AMBAC		5.250%		10/1/2018		A1		700,000		746,921


										6,615,934

TENNESSEE - 2.8%
Knoxville Electric System Revenue, Series FF, Revenue Bond		5.000%		7/1/2023		Aa2		800,000		919,088
Knoxville Electric System Revenue, Series FF, Revenue Bond		5.000%		7/1/2025		Aa2		705,000		804,821
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2020		Aa2		685,000		735,539
Knoxville Wastewater System, Sewer Impt., Series B, Revenue Bond		4.000%		4/1/2024		Aa2		400,000		434,852
Madison Suburban Utility District, Revenue Bond, AGM		5.000%		2/1/2019		A1		655,000		699,101
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		2,000,000		2,140,460
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		1,000,000		1,070,230
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		4.000%		1/1/2018		Aa2		445,000		458,016

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

TENNESSEE (continued)
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		5.250%		1/1/2019		Aa2	$	1,505,000	$	1,620,283


										8,882,390

TEXAS - 6.3%
Austin Electric Utility, Revenue Bond		5.000%		11/15/2020		Aa3		1,600,000		1,786,496
Austin Electric Utility, Series A, Revenue Bond		5.000%		11/15/2022		Aa3		500,000		578,355
Austin Water & Wastewater System, Revenue Bond		5.000%		11/15/2026		Aa2		1,500,000		1,814,820
Corpus Christi Utility System, Multiple Utility Impt., Revenue Bond		5.000%		7/15/2018		A1		1,000,000		1,054,260
Fort Worth Water & Sewer System, Revenue Bond		5.000%		2/15/2020		Aa1		550,000		606,683
Harris County Cultural Education Facilities Finance Corp., Revenue Bond		4.000%		12/1/2019		A1		500,000		530,820
Harris County, Senior Lien, Toll Road Impt., Series B, Revenue Bond		5.000%		8/15/2023		Aa2		600,000		704,004
Houston Combined Utility System, Multi Utility Impt., Series D, Revenue Bond		5.000%		11/15/2025		Aa2		1,265,000		1,487,792
Houston Combined Utility System, Series S, Revenue Bond³		1.580%		5/15/2034		AA²		1,000,000		996,130
Irving Waterworks & Sewer System, Water Utility Impt., Revenue Bond		4.000%		8/15/2018		Aa2		1,110,000		1,159,129
Metropolitan Transit Authority of Harris County, Transit Impt., Revenue Bond		5.000%		11/1/2019		Aa2		845,000		923,746
North Texas Municipal Water District, Sewer Impt., Revenue Bond		3.500%		6/1/2035		Aa2		1,000,000		962,550
North Texas Municipal Water District, Water Utility Impt., Revenue Bond		5.000%		9/1/2023		Aa2		2,535,000		2,974,696
North Texas Tollway Authority, Series A, Revenue Bond		5.000%		1/1/2026		A1		500,000		574,305
San Antonio Water System, Junior Lien, Series A, Revenue Bond		5.000%		5/15/2026		Aa2		500,000		602,805
Trinity River Authority Central Regional Wastewater System Revenue, Revenue Bond		5.000%		8/1/2024		AAA²		2,200,000		2,573,384
Trinity River Authority LLC, Tarrant County Water Project, Revenue Bond		5.000%		2/1/2019		AA²		500,000		536,010


										19,865,985

UTAH - 1.0%
Intermountain Power Agency, Series A, Revenue Bond		5.000%		7/1/2020		A1		2,000,000		2,107,020

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

UTAH (continued)
Provo Energy System Revenue, Series A, Revenue Bond, BAM		5.000%		2/1/2026		AA²	$	975,000	$	1,140,945

										3,247,965

VIRGINIA - 0.7%
Fairfax County Industrial Development Authority, Inova Health, Series C, Revenue Bond		5.000%		5/15/2018		Aa2		500,000		526,205
Norfolk Economic Development Authority, Sentara Healthcare, Series B, Revenue Bond		4.000%		11/1/2018		Aa2		400,000		418,900
Virginia Resources Authority, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2019		Aaa		1,290,000		1,413,659

										2,358,764

WASHINGTON - 7.7%
Benton County Public Utility District No. 1, Revenue Bond		5.000%		11/1/2018		Aa3		400,000		425,524
Everett Water & Sewer, Revenue Bond		5.000%		12/1/2020		AA²		1,330,000		1,495,532
Everett, G.O. Bond³		1.080%		12/1/2034		AA²		930,000		917,566
King County Sewer Revenue, Series B, Revenue Bond		5.000%		1/1/2020		Aa2		750,000		825,398
Seattle Municipal Light & Power, Series A, Revenue Bond		5.000%		6/1/2019		Aa2		1,675,000		1,816,822
Seattle Water System Revenue, Revenue Bond		5.000%		5/1/2026		Aa1		4,000,000		4,778,160
Seattle, Drainage & Wastewater, Sewer Impt., Revenue Bond		5.000%		9/1/2021		Aa1		2,000,000		2,284,000
Seattle, Drainage & Wastewater, Sewer Impt., Revenue Bond		4.000%		4/1/2034		Aa1		2,435,000		2,561,912
Tacoma, Sewer Impt., Revenue Bond		5.000%		12/1/2018		Aa2		1,060,000		1,135,069
Tacoma, Sewer Impt., Revenue Bond		4.000%		12/1/2019		Aa2		1,095,000		1,171,858
Tacoma, Water Revenue, Series A, Revenue Bond		4.000%		12/1/2018		Aa2		1,000,000		1,051,910
Washington Health Care Facilities Authority, Providence Health & Services, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		475,000		505,476
Washington State, Series 2011-A, G.O. Bond		5.000%		1/1/2020		Aa1		2,000,000		2,199,200
Washington State, Series B, G.O. Bond		5.000%		2/1/2027		Aa1		2,675,000		3,152,327

										24,320,754

WEST VIRGINIA - 0.4%
Fairmont, Series D, Revenue Bond, AGM		3.000%		7/1/2018		A2		1,210,000		1,239,052

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹
(UNAUDITED)

PRINCIPAL
AMOUNT/
SHARES

VALUE

(NOTE 2)

MUNICIPAL BONDS (continued)

WISCONSIN - 1.9%

Milwaukee Sewerage System, Sewer Impt., Series S1, Revenue Bond

5.000%

6/1/2021

Aa2

470,000

532,684

Milwaukee Sewerage System, Sewer Impt., Series S7, Revenue Bond

3.000%

6/1/2031

AA²

1,000,000

954,690

Wisconsin Health & Educational Facilities Authority, Ascension Health Credit, Series A, Revenue Bond

5.000%

11/15/2018

Aa2

600,000

640,956

Wisconsin Health & Educational Facilities Authority, ProHealth Care, Inc., Revenue Bond

3.000%

8/15/2019

510,000

526,187

WPPI Energy, Prerefunded Balance, Series A, Revenue Bond, AGM

5.250%

7/1/2020

625,000

662,394

WPPI Energy, Series A, Revenue Bond

5.000%

7/1/2020

2,000,000

2,212,000

WPPI Energy, Unrefunded Balance, Series A, Revenue Bond, AGM

5.250%

7/1/2020

475,000

501,885

6,030,796

WYOMING - 0.2%

Wyoming Municipal Power Agency, Inc., Series A, Revenue Bond

5.000%

1/1/2018

500,000

519,395

TOTAL MUNICIPAL BONDS

(Identified Cost $311,260,401)

308,701,804

SHORT-TERM INVESTMENT - 0.9%

Dreyfus Government Cash Management

(Identified Cost $3,002,384)

0.45%⁵

3,002,384

3,002,384

TOTAL INVESTMENTS - 98.5%

(Identified Cost $314,262,785)

311,704,188

OTHER ASSETS, LESS LIABILITIES - 1.5%

4,681,700

NET ASSETS - 100%

316,385,888

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

No. - Number

Scheduled principal and interest payments are guaranteed by:

AGC (Assurance Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BAM (Build America Mutual Assurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³The coupon rate is floating and is the effective rate as of December 31, 2016.

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

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2016

⁴Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

⁵Rate shown is the current yield as of December 31, 2016.

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

Diversified Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $314,262,785) (Note 2)	$	311,704,188
Interest receivable		3,830,611
Receivable for fund shares sold		198,090
Receivable for securities sold		1,567,697
Prepaid expenses		10,909


TOTAL ASSETS		317,311,495


LIABILITIES:

Accrued management fees (Note 3)		138,385
Accrued fund accounting and administration fees (Note 3)		31,717
Accrued transfer agent fees (Note 3)		1,190
Accrued Directors fees (Note 3)		496
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		730,988
Other payables and accrued expenses		22,485


TOTAL LIABILITIES		925,607


TOTAL NET ASSETS	$	316,385,888


NET ASSETS CONSIST OF:

Capital stock	$	291,334
Additional paid-in-capital		319,129,833
Undistributed net investment income		254,414
Accumulated net realized loss on investments		(731,096	)
Net unrealized appreciation (depreciation) on investments		(2,558,597	)


TOTAL NET ASSETS	$	316,385,888

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($316,385,888/29,133,412 shares)	$	10.86

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

Diversified Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	5,452,392
Dividends		13,395


Total Investment Income		5,465,787


EXPENSES:

Management fees (Note 3)		1,728,428
Fund accounting and administration fees (Note 3)		113,229
Directors’ fees (Note 3)		24,641
Transfer agent fees (Note 3)		4,387
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		14,628
Miscellaneous		87,972


Total Expenses		1,977,232


NET INVESTMENT INCOME		3,488,555


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		141,722
Net change in unrealized appreciation (depreciation) on investments		(6,304,198	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(6,162,476	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,673,921	)

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

Diversified Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,488,555		$	3,101,509
Net realized gain on investments		141,722			136,777
Net change in unrealized appreciation (depreciation) on investments		(6,304,198	)		2,207,553


Net increase (decrease) from operations		(2,673,921	)		5,445,839


DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income		(3,710,962	)		(3,270,501	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(35,812,746	)		(19,862,558	)


Net decrease in net assets		(42,197,629	)		(17,687,220	)

NET ASSETS:

Beginning of year		358,583,517			376,270,737


End of year (including undistributed net investment income of $254,414 and $476,821, respectively)	$	316,385,888		$	358,583,517

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

Diversified Tax Exempt Series

Financial Highlights


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.07		$	11.00		$	10.91		$	11.39		$	11.28

Income (loss) from investment operations:
Net investment income¹		0.11			0.09			0.08			0.14			0.20
Net realized and unrealized gain (loss) on investments		(0.20	)		0.08			0.09			(0.29	)		0.14


Total from investment operations		(0.09	)		0.17			0.17			(0.15	)		0.34


Less distributions to shareholders:
From net investment income		(0.12	)		(0.10	)		(0.08	)		(0.13	)		(0.20	)
From net realized gain on investments		—			—			—			(0.20	)		(0.03	)


Total distributions to shareholders		(0.12	)		(0.10	)		(0.08	)		(0.33	)		(0.23	)


Net asset value - End of year	$	10.86		$	11.07		$	11.00		$	10.91		$	11.39


Net assets - End of year (000’s omitted)	$	316,386		$	358,584		$	376,271		$	335,679		$	332,228


Total return²		(0.83	%)		1.51	%		1.51	%		(1.28	%)		3.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.57	%		0.57	%		0.56	%		0.57	%		0.57	%
Net investment income		1.01	%		0.80	%		0.75	%		1.21	%		1.71	%
Portfolio turnover		16	%		33	%		25	%		58	%		9	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

Diversified Tax Exempt Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Diversified Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	308,701,804	$	—	$	308,701,804	$	—
Mutual fund		3,002,384		3,002,384		—		—

Total assets	$	311,704,188	$	3,002,384	$	308,701,804	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $54,736,045 and $76,355,042, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Diversified Tax Exempt Series were:


	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,651,508		$	40,788,058			5,130,993		$	56,681,868
Reinvested		304,427			3,358,990			275,078			3,024,888
Repurchased		(7,222,411	)		(79,959,794	)		(7,210,048	)		(79,569,314	)

Total		(3,266,476	)	$	(35,812,746	)		(1,803,977	)	$	(19,862,558	)

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

6.	Financial Instruments

7.	Federal Income Tax Information

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

7.	Federal Income Tax Information (continued)

investments. 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.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	11,262	$	—
Tax exempt income	$	3,699,700	$	3,270,501

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	314,258,652
Unrealized appreciation		847,353
Unrealized depreciation		(3,401,817	)

Net unrealized depreciation	$	(2,554,464	)

Undistributed tax exempt income	$	250,281
Capital loss carryforwards	$	(731,096	)

The capital loss carryover utilized in the current year was $142,619.

As of December 31, 2016, the Series had net short-term capital loss carryforwards of $270,182 and net long-term capital loss carryforwards of $460,914, which may be carried forward indefinitely.

Diversified Tax Exempt Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Diversified Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Diversified Tax Exempt Series

Supplemental Tax Information

(unaudited)

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

The Series hereby reports $3,699,700 as tax exempt dividends for the year ended December 31, 2016. It is the intention of the Series to designate the maximum allowable under tax law.

Diversified Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Diversified Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present)- Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)

Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008)
		The Ashley Group (property management and investment)(1995-2008)
		Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)

Diversified Tax Exempt Series


Directors’ and Officers’ Information
(unaudited)
Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present) Amherst Early Music, Inc. (non-profit)(2009-present) Gotham Early Music Scene, Inc. (non-profit)(2009-present) Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present) Culinary Institute of America (non-profit college) (1985-present) George Eastman House (museum) (1988-present) National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015-present)
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Diversified Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)



Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present)- Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary- Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Diversified Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNDTE-12/16-AR

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New York Tax Exempt Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

New York Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

The Bank of America Merrill Lynch 1-12 Year Municipal Bond Index was slightly positive for the year, returning 0.02%. Over the same time period, the NY Tax Exempt Series returned -0.79%. Slight underperformance was primarily attributable to the Series’ shorter duration positioning relative to the benchmark, as rates fell in the earlier part of the year.

Please see the next page for additional performance information as of December 31, 2016.

For regulatory purposes, this is not an offering in all states.

New York Tax Exempt Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - New York Tax Exempt Series³		-0.79	%		0.71	%		2.49	%		3.68	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index⁴		0.02	%		1.97	%		3.70	%		4.54	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - New York Tax Exempt Series for the ten years ended December 31, 2016 to the BofA Merrill Lynch 1-12 Year Municipal Bond Index.

LOGO

²Performance numbers for the Series and Index are calculated from January 17, 1994, the Series’ inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.60%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.60% for the year ended December 31, 2016.

New York Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16
Actual	$1,000.00	$972.20	$3.02
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.07	$3.10

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.61%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data.

New York Tax Exempt Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS - 96.5%
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2018		AA²	$	1,295,000	$	1,386,246
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2019		AA²		1,125,000		1,235,284
Amherst, Public Impt., G.O. Bond		5.000%		9/15/2018		Aa2		365,000		388,535
Arlington Central School District, G.O. Bond		4.000%		12/15/2020		Aa2		400,000		435,036
Arlington Central School District, G.O. Bond		4.000%		12/15/2021		Aa2		300,000		330,228
Auburn City School District, G.O. Bond, BAM		2.000%		6/15/2018		AA²		225,000		227,522
Bay Shore Union Free School District, G.O. Bond		4.000%		1/15/2018		Aa3		1,175,000		1,209,827
Beacon, Public Impt., Series A, G.O. Bond		3.000%		10/1/2018		Aa2		675,000		696,182
Bedford Central School District, G.O. Bond		2.000%		10/15/2021		Aa2		500,000		504,995
Briarcliff Manor, Public Impt., Series A, G.O. Bond		3.000%		2/1/2020		Aa2		265,000		276,846
Brookhaven, Public Impt., Series A, G.O. Bond		3.000%		2/1/2019		Aa2		1,385,000		1,434,735
Buffalo Municipal Water Finance Authority, Series A, Revenue Bond		4.000%		7/1/2022		A²		300,000		325,095
Buffalo Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		7/1/2023		A²		300,000		344,763
Cattaraugus County, Highway Impt., G.O. Bond		2.000%		4/15/2019		Aa3		405,000		409,682
Chenango Valley Central School District, G.O. Bond, AGM		2.125%		6/15/2021		A2		500,000		494,290
Clarence Central School District, G.O. Bond		4.000%		5/15/2021		Aa2		250,000		273,928
Clarkstown Central School District, G.O. Bond		4.000%		10/15/2021		Aa2		500,000		539,250
Clarkstown, G.O. Bond		4.000%		5/15/2019		AA²		375,000		398,066
Cortland County, Public Impt., G.O. Bond, BAM		2.750%		9/1/2019		AA²		305,000		314,040
Dutchess County, G.O. Bond		2.125%		12/15/2023		AA²		850,000		849,601
East Irondequoit Central School District, G.O. Bond		3.000%		6/15/2018		Aa2		310,000		318,317
East Islip Union Free School District, G.O. Bond		5.000%		6/15/2018		AA²		305,000		321,979
Erie County Fiscal Stability Authority, Public Impt., Series A, Revenue Bond		4.000%		3/15/2019		Aa1		600,000		633,954
Erie County Fiscal Stability Authority, Series A, Revenue Bond		4.125%		5/15/2018		Aa1		450,000		468,148
Erie County Fiscal Stability Authority, Series C, Revenue Bond		5.000%		3/15/2018		Aa1		1,025,000		1,072,857
Erie County Water Authority, Revenue Bond		5.000%		12/1/2017		Aa2		300,000		310,716
Essex County, Public Impt., G.O. Bond		5.000%		5/1/2020		AA²		500,000		551,115
Fairport Central School District, School Impt., G.O. Bond		2.000%		6/15/2018		AA²		305,000		308,785
Gananda Central School District, G.O. Bond		3.000%		6/15/2019		AA²		250,000		258,842
Gates Chili Central School District, School Impt., G.O. Bond		2.000%		6/15/2019		Aa3		215,000		217,900
Greece Central School District, G.O. Bond, BAM		2.500%		6/15/2023		Aa3		620,000		634,737
Herricks Union Free School District, G.O. Bond		2.000%		11/1/2017		Aa2		420,000		423,671
Hyde Park Central School District, G.O. Bond		2.000%		6/15/2018		AA²		355,000		359,459
Iroquois Central School District, School Impt., G.O. Bond		2.000%		6/15/2021		Aa2		500,000		503,330

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
Islip Union Free School District, School Impt., G.O. Bond		2.250%		3/1/2019		Aa3	$	475,000	$	483,911
Jamestown City School District, G.O. Bond		3.000%		4/1/2019		A2		200,000		206,664
Kings Park Central School District, G.O. Bond		2.000%		8/1/2020		Aa2		500,000		504,230
Lockport City School District, G.O. Bond, AGM		2.000%		8/1/2019		Aa3		450,000		454,100
Longwood Central School District, Suffolk County, School Impt., G.O. Bond		2.250%		6/15/2018		AA²		590,000		599,794
Mamaroneck, Various Purposes, Public Impt., G.O. Bond		2.000%		7/15/2020		Aaa		335,000		341,375
Metropolitan Transportation Authority, Series A-1, Revenue Bond		2.500%		11/15/2025		A1		2,000,000		1,916,900
Metropolitan Transportation Authority, Series A-2, Revenue Bond		5.000%		11/15/2025		A1		750,000		883,530
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2019		A1		1,000,000		1,091,900
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2022		A1		250,000		287,430
Metropolitan Transportation Authority, Subseries B-1, Revenue Bond		5.000%		11/15/2024		AA²		1,885,000		2,207,222
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series C, Revenue Bond		6.500%		11/15/2028		WR³		700,000		768,124
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series C, Revenue Bond		6.500%		11/15/2028		WR³		90,000		98,759
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2017		Aa2		1,000,000		1,036,340
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2018		Aa2		200,000		214,430
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2018		A1		650,000		693,615
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2019		A1		500,000		545,950
Metropolitan Transportation Authority, Transit Impt., Subseries B-2, Revenue Bond		5.000%		11/15/2021		A1		1,000,000		1,133,690
Metropolitan Transportation Authority, Transit Impt., Subseries D-2, Revenue Bond⁴		1.040%		11/15/2044		A1		600,000		599,532
Metropolitan Transportation Authority, Transit Impt., Unrefunded Balance, Series B, Revenue Bond		6.500%		11/15/2028		A1		210,000		230,242
Monroe County Water Authority, Water Utility Impt., Revenue Bond		5.000%		8/1/2019		Aa2		455,000		494,289
Monroe County, Public Impt., G.O. Bond, BAM		5.000%		6/1/2018		AA²		500,000		525,130
Naples Central School District, G.O. Bond, BAM		2.500%		6/15/2020		AA²		710,000		730,349
Nassau County Sewer & Storm Water Finance Authority, Multi Utility Impt., Prerefunded Balance, Series A, Revenue Bond, BHAC		5.000%		11/1/2018		WR³		350,000		374,227
Nassau County Sewer & Storm Water Finance Authority, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		500,000		533,475

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
Nassau County Sewer & Storm Water Finance Authority, Series A, Revenue Bond		5.000%		10/1/2022		Aa3	$	500,000	$	581,780
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2018		A2		500,000		522,970
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019		A2		2,425,000		2,608,912
New Rochelle City School District, G.O. Bond		5.000%		12/15/2017		Aa2		365,000		378,990
New York City Transitional Finance Authority Building Aid Revenue, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2026		Aa2		1,250,000		1,495,575
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2018		Aa2		1,000,000		1,057,890
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2019		Aa2		1,000,000		1,087,000
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-2, Revenue Bond		5.000%		7/15/2023		Aa2		2,000,000		2,336,220
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Series A-1, Revenue Bond		3.250%		8/1/2035		Aa1		1,000,000		963,640
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Series E-1, Revenue Bond		5.000%		2/1/2026		Aa1		475,000		562,709
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Subseries B1, Revenue Bond		5.000%		11/1/2023		Aa1		2,000,000		2,359,100
New York City Transitional Finance Authority, Future Tax Secured, Series B, Revenue Bond		5.000%		11/1/2024		Aa1		3,000,000		3,471,240
New York City Transitional Finance Authority, Future Tax Secured, Series C, Revenue Bond		5.000%		11/1/2025		Aa1		750,000		891,922
New York City Water & Sewer System, Prerefunded Balance, Revenue Bond		5.000%		6/15/2021		WR³		315,000		332,624
New York City Water & Sewer System, Series A, Revenue Bond		3.000%		6/15/2036		Aa1		1,250,000		1,151,988
New York City Water & Sewer System, Series AA, Prerefunded Balance, Revenue Bond		5.000%		6/15/2020		Aa1		950,000		1,003,152
New York City Water & Sewer System, Series BB, Revenue Bond		5.000%		6/15/2020		Aa1		500,000		543,405
New York City Water & Sewer System, Series GG, Revenue Bond		4.000%		6/15/2020		Aa1		700,000		754,978
New York City Water & Sewer System, Series HH, Revenue Bond		5.000%		6/15/2025		Aa1		3,000,000		3,610,320
New York City Water & Sewer System, Unrefunded Balance, Revenue Bond		5.000%		6/15/2021		Aa1		1,590,000		1,679,724
New York City Water & Sewer System, Water Utility Impt., Prerefunded Balance, Series EE, Revenue Bond		5.000%		6/15/2018		Aa1		175,000		184,791
New York City, Series 1, G.O. Bond		5.000%		8/1/2023		Aa2		2,700,000		3,152,115
New York City, Series C, G.O. Bond		5.000%		8/1/2024		Aa2		4,865,000		5,752,814

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
New York Local Government Assistance Corp., Subseries A-5/6, Revenue Bond		5.500%		4/1/2019		Aa1	$	445,000	$	485,833
New York Municipal Bond Bank Agency, Revenue Bond		4.000%		12/1/2017		AA²		2,000,000		2,052,840
The New York Power Authority, Series A, Revenue Bond		4.000%		11/15/2018		Aa1		220,000		231,669
The New York Power Authority, Series C, Revenue Bond, NATL		5.000%		11/15/2017		Aa1		500,000		517,665
New York State Dormitory Authority, Consolidated Service Contract, Revenue Bond		5.000%		7/1/2019		Aa2		750,000		814,050
New York State Dormitory Authority, Income Tax Revenue, Series A, Revenue Bond		5.000%		3/15/2025		Aa1		500,000		600,025
New York State Dormitory Authority, Income Tax Revenue, Series E, Revenue Bond		3.500%		3/15/2037		Aa1		850,000		831,138
New York State Dormitory Authority, Rochester Institute of Technology, University & College Impt., Prerefunded Balance, Series A, Revenue Bond		5.750%		7/1/2025		A1		500,000		533,395
New York State Dormitory Authority, Series A, Revenue Bond		5.000%		3/15/2025		Aa1		500,000		602,930
New York State Dormitory Authority, Series A, Revenue Bond		3.000%		10/1/2026		A²		1,000,000		1,003,550
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.000%		10/1/2018		AA²		250,000		261,320
New York State Dormitory Authority, Series B, Revenue Bond, AGM		5.000%		4/1/2019		AA²		1,265,000		1,362,696
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2024		Aa1		4,000,000		4,742,800
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2027		Aa1		300,000		361,875
New York State Dormitory Authority, Series F, Revenue Bond, AGM		5.000%		10/1/2017		A2		2,750,000		2,830,988
New York State Dormitory Authority, Series F, Revenue Bond, AGM		5.000%		10/1/2018		A2		500,000		531,630
New York State Dormitory Authority, University & College Impt., Series A, Revenue Bond		5.000%		7/1/2020		Aa3		225,000		244,622
New York State Environmental Facilities Corp., Revenue Bond		5.000%		6/15/2025		Aaa		1,000,000		1,130,290
New York State Environmental Facilities Corp., Subseries A, Revenue Bond		5.000%		6/15/2020		Aaa		1,250,000		1,394,938
New York State Environmental Facilities Corp., Water Utility Impt., Revenue Bond		5.000%		6/15/2031		Aaa		1,000,000		1,194,530
New York State Environmental Facilities Corp., Water Utility Impt., Series A, Revenue Bond		5.000%		6/15/2035		Aaa		1,000,000		1,168,110
New York State Thruway Authority Highway & Bridge Trust Fund, Series B, Revenue Bond		5.000%		4/1/2018		AA²		225,000		236,030

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Prerefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		WR³	$	100,000	$	106,488
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Unrefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		AA²		250,000		266,018
New York State Thruway Authority, Highway Impt., Revenue Bond		5.000%		4/1/2018		AA²		2,025,000		2,124,266
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2020		Aa1		550,000		608,272
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		5.000%		1/1/2018		A2		590,000		612,219
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A2		525,000		550,268
New York State Urban Development Corp., Public Impt., Series A, Revenue Bond		5.000%		3/15/2023		Aa1		1,285,000		1,445,342
New York State Urban Development Corp., Public Impt., Series A, Revenue Bond		5.000%		3/15/2025		Aa1		1,170,000		1,392,382
New York State Urban Development Corp., Public Impt., Series A-2, Revenue Bond, NATL		5.500%		3/15/2024		Aa1		1,250,000		1,526,300
New York State Urban Development Corp., Series A, Revenue Bond		5.000%		3/15/2026		Aa1		1,050,000		1,266,982
New York State Urban Development Corp., Series A, Revenue Bond		5.000%		3/15/2027		Aa1		2,000,000		2,395,820
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2018		Aa1		3,440,000		3,602,884
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2021		Aa1		1,000,000		1,135,610
New York State, Water Utility Impt., Series E, G.O. Bond		5.000%		12/15/2019		Aa1		565,000		624,076
Niagara County, Water Utility Impt., G.O. Bond		2.000%		2/1/2020		Aa3		500,000		505,685
Niskayuna Central School District, G.O. Bond		3.000%		4/15/2018		AA²		360,000		368,752
North Colonie Central School District, G.O. Bond		4.000%		7/15/2020		AA²		400,000		431,964
Oneida County, Public Impt., G.O. Bond, AGM		2.500%		5/15/2019		A1		500,000		511,395
Oneida County, Public Impt., G.O. Bond, AGM		3.000%		5/1/2020		A1		400,000		409,172
Onondaga County Water Authority, Water Utility Impt., Series A, Revenue Bond, BAM		3.000%		9/15/2018		Aa3		200,000		206,014
Onondaga County, Public Impt., G.O. Bond		4.000%		5/1/2018		Aa2		1,400,000		1,452,934
Onondaga County, Public Impt., G.O. Bond		5.000%		5/1/2020		Aa2		250,000		277,790
Onondaga County, Public Impt., G.O. Bond		5.000%		5/15/2022		Aa2		1,000,000		1,156,040
Onondaga County, Public Impt., G.O. Bond		5.000%		5/15/2023		Aa2		1,000,000		1,176,460
Onondaga County, Public Impt., G.O. Bond		2.125%		6/15/2030		Aa2		715,000		627,520
Orange County, Various Purposes Impt., Series A, G.O. Bond, AGM		5.000%		3/1/2023		Aa3		520,000		608,478
Pittsford Central School District, G.O. Bond		4.000%		10/1/2021		Aa1		350,000		384,076

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
Port Authority of New York & New Jersey, Airport & Marina Impt., Consolidated Series 189, Revenue Bond		5.000%		5/1/2024		Aa3	$	800,000	$	950,584
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2018		Aa3		400,000		428,092
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2024		Aa3		765,000		908,200
Port Authority of New York & New Jersey, Consolidated Series 184, Revenue Bond		5.000%		9/1/2025		Aa3		2,500,000		2,981,075
Port Authority of New York & New Jersey, Series 180, Revenue Bond		4.000%		6/1/2019		Aa3		200,000		212,104
Putnam County, Parking Facility Impt., G.O. Bond		2.000%		11/15/2018		Aa2		300,000		304,143
Rensselaer County, Nursing Homes, Public Impt., G.O. Bond		2.000%		7/15/2020		AA²		930,000		934,194
Rochester, School Impt., Series A, G.O. Bond, AMBAC		5.000%		8/15/2022		Aa3		95,000		109,660
Rochester, School Impt., Series II, G.O. Bond		5.000%		2/1/2019		Aa3		1,625,000		1,743,072
Roslyn Union Free School District, G.O. Bond		5.000%		10/15/2020		Aa1		215,000		242,952
Sachem Central School District, G.O. Bond, NATL		5.250%		10/15/2017		A3		225,000		232,414
Shenendehowa Central School District, G.O. Bond		4.000%		7/15/2020		AA²		475,000		514,834
South Glens Falls Central School District, School Impt., Unrefunded Balance, G.O. Bond, NATL		5.375%		6/15/2018		A1		95,000		96,853
South Jefferson Central School District, G.O. Bond, BAM		2.000%		6/15/2019		AA²		710,000		717,171
Suffolk County Water Authority, Prerefunded Balance, Revenue Bond		5.000%		6/1/2021		AAA²		1,225,000		1,391,637
Suffolk County Water Authority, Prerefunded Balance, Revenue Bond		4.000%		6/1/2022		WR³		25,000		27,516
Suffolk County Water Authority, Unrefunded Balance, Revenue Bond		4.000%		6/1/2022		AAA²		175,000		191,291
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		6/1/2018		AAA²		2,000,000		2,108,280
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		6/1/2019		AAA²		775,000		841,232
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		6/1/2018		AAA²		200,000		210,770
Suffolk County, G.O. Bond, AGM		5.000%		2/1/2018		A2		500,000		520,060
Suffolk County, Series B, G.O. Bond, AGM		5.000%		10/1/2019		AA²		1,000,000		1,086,940
Sullivan County, Public Impt., G.O. Bond		2.000%		6/1/2019		AA²		1,015,000		1,027,819
Sullivan County, Public Impt., G.O. Bond		3.000%		11/15/2023		AA²		500,000		525,430
Syracuse, Public Impt., Series A, G.O. Bond, AGM		4.000%		6/1/2018		A1		545,000		565,138
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2018		AA²		365,000		369,146
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2019		AA²		355,000		359,963
Triborough Bridge & Tunnel Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		11/15/2020		Aa3		530,000		557,942

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2018		Aa3	$	890,000	$	951,268
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2019		Aa3		1,075,000		1,178,802
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2023		Aa3		350,000		412,328
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Series C, Revenue Bond		5.000%		11/15/2021		WR³		305,000		326,408
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Subseries D, Revenue Bond		5.000%		11/15/2022		WR³		310,000		331,759
Triborough Bridge & Tunnel Authority, Series A, Revenue Bond		4.000%		11/15/2017		A1		430,000		440,961
Triborough Bridge & Tunnel Authority, Series A, Revenue Bond		5.000%		11/15/2024		Aa3		650,000		775,872
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2017		Aa3		350,000		362,054
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2018		Aa3		250,000		262,450
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2019		Aa3		820,000		899,179
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2022		Aa3		1,000,000		1,162,480
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2024		Aa3		1,000,000		1,159,480
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000%		11/15/2018		Aa3		500,000		534,420
Ulster County, Public Impt., G.O. Bond		4.000%		11/15/2019		AA²		510,000		545,404
Ulster County, Public Impt., Series B, G.O. Bond		2.000%		11/15/2020		AA²		685,000		689,206
Union Endicott Central School District, G.O. Bond, BAM		2.125%		6/15/2019		AA²		580,000		588,584
Voorheesville Central School District, G.O. Bond		5.000%		6/15/2021		AA²		500,000		566,825
Warren County, Public Impt., G.O. Bond, AGM		4.000%		7/15/2020		AA²		500,000		531,635
Wayne County, Public Impt., G.O. Bond		3.000%		6/1/2021		Aa2		295,000		309,157
Webster Central School District, G.O. Bond		4.000%		10/1/2018		AA²		375,000		392,250
Westchester County, Prerefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		WR³		5,000		5,081
Westchester County, Unrefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		Aa1		410,000		416,466
Westchester County, Unrefunded Balance, Series C, G.O. Bond		5.000%		11/1/2017		Aa1		495,000		511,716
Wilson Central School District, G.O. Bond		3.000%		6/15/2018		Aa3		420,000		430,899
Yonkers, Public Impt., Series C, G.O. Bond, AGM		2.000%		10/15/2017		A2		500,000		502,945
Yonkers, Public Impt., Series C, G.O. Bond, AGM		4.000%		8/15/2020		A2		350,000		375,596

TOTAL MUNICIPAL BONDS (Identified Cost $156,141,824)										155,624,896

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

New York Tax Exempt Series

Investment Portfolio - December 31, 2016

COUPON
RATE

VALUE

(NOTE 2)

SHORT-TERM INVESTMENT - 2.6%

Dreyfus Government Cash Management
(Identified Cost $ 4,166,787)

0.45%⁵

4,166,787

4,166,787

TOTAL INVESTMENTS - 99.1%
(Identified Cost $ 160,308,611)

159,791,683

OTHER ASSETS, LESS LIABILITIES - 0.9%

1,499,828

NET ASSETS - 100%

161,291,511

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BAM (Build America Mutual Assurance Co.)

BHAC (Berkshire Hathaway Assurance Corp.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

⁴The coupon rate is floating and is the effective rate as of December 31, 2016.

⁵Rate shown is the current yield as of December 31, 2016.

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

New York Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $160,308,611) (Note 2)	$	159,791,683
Interest receivable		1,401,921
Receivable for fund shares sold		258,954
Prepaid expenses		3,021


TOTAL ASSETS		161,455,579


LIABILITIES:

Accrued management fees (Note 3)		67,814
Accrued fund accounting and administration fees (Note 3)		23,620
Accrued transfer agent fees (Note 3)		992
Accrued directors’ fees (Note 3)		452
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		56,952
Audit fees payable		8,653
Other payables and accrued expenses		5,239


TOTAL LIABILITIES		164,068


TOTAL NET ASSETS	$	161,291,511


NET ASSETS CONSIST OF:

Capital stock	$	156,377
Additional paid-in-capital		161,523,427
Undistributed net investment income		101,998
Accumulated net realized gain on investments		26,637
Net unrealized depreciation on investments		(516,928	)


TOTAL NET ASSETS	$	161,291,511


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($161,291,511/15,637,699 shares)	$	10.31

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

New York Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	2,574,220
Dividends		5,055


Total Investment Income		2,579,275


EXPENSES:

Management fees (Note 3)		839,813
Fund accounting and administration fees (Note 3)		85,327
Directors’ fees (Note 3)		12,388
Chief Compliance Officer service fees (Note 3)		3,947
Transfer agent fees (Note 3)		3,727
Custodian fees		172
Miscellaneous		67,347


Total Expenses		1,012,721


NET INVESTMENT INCOME		1,566,554


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		80,455
Net change in unrealized appreciation (depreciation) on investments		(2,691,963	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(2,611,508	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,044,954	)

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

New York Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,566,554		$	1,347,574
Net realized gain (loss) on investments		80,455			(10,276	)
Net change in unrealized appreciation (depreciation) on investments		(2,691,963	)		1,237,092


Net increase (decrease) from operations		(1,044,954	)		2,574,390


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,648,760	)		(1,375,350	)
From net realized gain on investments		(57,361	)		—


Total distributions to shareholders		(1,706,121	)		(1,375,350	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(10,560,519	)		(7,325,193	)


Net decrease in net assets		(13,311,594	)		(6,126,153	)

NET ASSETS:

Beginning of year		174,603,105			180,729,258


End of year (including undistributed net investment income of $101,998 and $195,063, respectively)	$	161,291,511		$	174,603,105

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

New York Tax Exempt Series

Financial Highlights


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.50		$	10.42		$	10.40		$	10.78		$	10.63

Income (loss) from investment operations:
Net investment income¹		0.10			0.08			0.07			0.17			0.19
Net realized and unrealized gain (loss) on investments		(0.18	)		0.08			0.07			(0.36	)		0.16


Total from investment operations		(0.08	)		0.16			0.14			(0.19	)		0.35


Less distributions to shareholders:
From net investment income		(0.11	)		(0.08	)		(0.07	)		(0.16	)		(0.20	)
From net realized gain on investments		—	²		—			(0.05	)		(0.03	)		—	²


Total distributions to shareholders		(0.11	)		(0.08	)		(0.12	)		(0.19	)		(0.20	)


Net asset value - End of year	$	10.31		$	10.50		$	10.42		$	10.40		$	10.78


Net assets - End of year (000’s omitted)	$	161,292		$	174,603		$	180,729		$	163,836		$	162,785


Total return³		(0.79	%)		1.54	%		1.28	%		(1.72	%)		3.31	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.60	%		0.60	%		0.58	%		0.60	%		0.60	%
Net investment income		0.93	%		0.74	%		0.68	%		1.57	%		1.72	%
Portfolio turnover		19	%		35	%		43	%		33	%		7	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

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

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

New York Tax Exempt Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as New York Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

New York Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	155,624,896	$	—	$	155,624,896	$	—
Mutual fund		4,166,787		4,166,787		—		—

Total assets	$	159,791,683	$	4,166,787	$	155,624,896	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Federal Taxes

New York Tax Exempt Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

New York Tax Exempt Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $31,563,764 and $37,291,325, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of New York Tax Exempt Series were:


	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,358,590		$	14,312,915			2,127,692		$	22,249,004
Reinvested		152,544			1,595,775			123,356			1,285,190
Repurchased		(2,507,504	)		(26,469,209	)		(2,953,966	)		(30,859,387	)

Total		(996,370	)	$	(10,560,519	)		(702,918	)	$	(7,325,193	)

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

6.	Financial Instruments

7.	Concentration of Credit

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

New York Tax Exempt Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including market discount on investments. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $10,859 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	4,245	$	—
Tax exempt income	$	1,644,515	$	1,375,350
Long-term capital gains	$	57,361	$	—

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	160,299,452
Unrealized appreciation		520,064
Unrealized depreciation		(1,027,833	)

Net unrealized depreciation	$	(507,769	)

Undistributed tax exempt income	$	92,839
Undistributed long-term capital gains	$	26,637

The capital loss carryover utilized in the current year was $7,316.

New York Tax Exempt Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of New York Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

New York Tax Exempt Series

Supplemental Tax Information

(unaudited)

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

The Series hereby reports $1,644,515 as tax exempt dividends for the year ended December 31, 2016. It is the intention of the Series to designate the maximum allowable under tax law.

The Series designates $88,198 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2016.

New York Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

New York Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

•

New York Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Interested Director/Officer



Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008) The Ashley Group (property management and investment)(1995-2008) Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present) ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014) HLTH Corp (WebMD)(information)(2000-2010) Cheyne Capital International (investment)(2000-present) GMP Companies (investment)(2000-2011) Cytos Biotechnology Ltd (biotechnology)(2012-2014)

New York Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants);
		Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization)(1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present)
		Town of Greenburgh NY Planning Board (municipal government)(2015-present)

Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

New York Tax Exempt Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

New York Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNNYT-12/16-AR

LOGO

Core Bond Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Core Bond Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

The Bloomberg Barclays U.S. Aggregate Index returned 2.65% for 2016. The Class S shares of the Core Bond Series returned 2.53%, slightly trailing the benchmark. Contributing to relative performance was the Series’ shorter duration and credit allocations.

While the first half of the year saw falling yields and the Series’ higher allocation to shorter-term fixed income negatively impacted relative performance, performance for the second half of the year benefited from the Series’ shorter duration positioning as rates rose, particularly when rates spiked after the U.S. election.

The Series’ relative overweight to corporates and securitized credit benefited performance throughout 2016. These sectors have been a focus area for us as we’ve felt investors were being well compensated to take on credit risk given spread levels in the credit markets. We continue to view the Series’ current overweight positions as appropriate as we feel investors are being compensated to take on credit risk given current credit spreads. However, we would expect to pare back corporate exposure if credit spreads tighten, or if our outlook for the economy and/or macro risks change.

The Series’ largest underweight relative to the benchmark is to U.S. Treasuries. Despite the increase seen in 2016, yields remain quite low. As a result, we continue to believe that interest rates do not adequately compensate investors to take on significant levels of interest rate risk. Therefore, the Series maintains a relatively modest duration. Should interest rates continue to increase to more attractive levels (causing prices to decline), we would look to increase duration through the purchase of longer maturity Treasuries or Agencies to take advantage of higher levels of income. If rates consolidate and prices rise, we may look to reduce duration.

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

Please see the next page for additional performance information as of December 31, 2016.

All investments involve risks, including possible loss of principal. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

Core Bond Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Core Bond Series - Class S³		2.53	%		3.04	%		4.82	%		4.58	%
Manning & Napier Fund, Inc. - Core Bond Series - Class I^3,4		2.80	%		3.13	%		4.86	%		4.62	%
Bloomberg Barclays U.S. Aggregate Index⁵		2.65	%		2.23	%		4.34	%		4.23	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Core Bond Series - Class S for the ten years ended December 31, 2016 to the Bloomberg Barclays U.S. Aggregate Index.

LOGO

²Performance numbers for the Series are calculated from April 21, 2005, the Series’ inception date. The Bloomberg Barclays U.S. Aggregate Bond Index performance numbers are calculated from April 30, 2005.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.70% for Class S and 0.45% for Class I (annualized). The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.76% for Class S and 0.51% for Class I (annualized) for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on August 3, 2015, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Core Bond Series - Class S.

⁵The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

Core Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$985.20	$3.49	0.70%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.62	$3.56	0.70%
Class I
Actual	$1,000.00	$987.60	$2.25	0.45%
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.87	$2.29	0.45%

*Expenses are equal to each Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

Core Bond Series

Portfolio Composition as of December 31, 2016

LOGO

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 41.3%

Non-Convertible Corporate Bonds - 41.3%
Consumer Discretionary - 3.4%
Auto Components - 0.6%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		Baa1	$	1,005,000	$	1,041,189

Household Durables - 0.8%
NVR, Inc., 3.95%, 9/15/2022		Baa2		1,485,000		1,513,436

Internet & Direct Marketing Retail - 1.0%
The Priceline Group, Inc., 3.60%, 6/1/2026		Baa1		1,830,000		1,809,877

Media - 0.5%
Comcast Corp., 3.20%, 7/15/2036		A3		975,000		876,986

Multiline Retail - 0.5%
Dollar General Corp., 3.25%, 4/15/2023		Baa2		930,000		917,747


Total Consumer Discretionary						6,159,235

Consumer Staples - 2.8%
Beverages - 1.5%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A3		845,000		941,218
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		A3		595,000		894,817
PepsiCo, Inc., 3.10%, 7/17/2022		A1		895,000		919,452


						2,755,487

Food & Staples Retailing - 1.3%
CVS Health Corp., 3.50%, 7/20/2022		Baa1		1,345,000		1,381,979
The Kroger Co., 2.60%, 2/1/2021		Baa1		930,000		928,090


						2,310,069


Total Consumer Staples						5,065,556

Energy - 6.7%
Energy Equipment & Services - 1.6%
Ensco plc, 5.20%, 3/15/2025		B1		1,135,000		980,265
Schlumberger Holdings Corp.², 3.625%, 12/21/2022		A3		1,790,000		1,855,323


						2,835,588

Oil, Gas & Consumable Fuels - 5.1%
BP Capital Markets plc (United Kingdom), 3.216%, 11/28/2023		A2		1,805,000		1,823,030
Chevron Corp., 1.79%, 11/16/2018		Aa2		950,000		953,614
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		Baa2		885,000		929,754
ConocoPhillips Co., 3.35%, 5/15/2025		Baa2		935,000		922,626
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		Baa3		1,865,000		1,908,274
Kinder Morgan, Inc.², 5.625%, 11/15/2023		Baa3		880,000		965,898
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3		990,000		901,890
TransCanada PipeLines Ltd. (Canada), 3.75%, 10/16/2023		A3		900,000		931,441


						9,336,527


Total Energy						12,172,115

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials - 13.4%
Banks - 7.0%
Bank of America Corp., 5.70%, 5/2/2017		Baa3	$	940,000	$	952,809
Bank of America Corp., 4.00%, 1/22/2025		Baa3		1,380,000		1,381,733
Barclays Bank plc (United Kingdom)², 10.179%, 6/12/2021		Baa3		750,000		931,283
Citigroup, Inc., 3.875%, 3/26/2025		Baa3		1,860,000		1,847,722
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1		935,000		951,754
JPMorgan Chase & Co., 4.95%, 3/25/2020		A3		1,740,000		1,874,777
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		Aaa		1,700,000		1,653,233
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2		1,878,000		1,887,078
Santander Bank N.A., 8.75%, 5/30/2018		Baa2		650,000		699,586
Santander Holdings USA, Inc., 2.65%, 4/17/2020		Baa3		645,000		639,280


						12,819,255

Capital Markets - 3.6%
The Goldman Sachs Group, Inc.³, 2.537%, 11/29/2023		A3		1,910,000		1,969,223
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		Baa2		910,000		924,415
Morgan Stanley, 2.125%, 4/25/2018		A3		1,425,000		1,430,677
Morgan Stanley, 5.00%, 11/24/2025		Baa2		1,285,000		1,372,749
TD Ameritrade Holding Corp., 2.95%, 4/1/2022		A3		920,000		931,453


						6,628,517

Insurance - 2.8%
American International Group, Inc., 4.125%, 2/15/2024		Baa1		1,335,000		1,386,021
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2		2,570,000		2,714,223
Prudential Financial, Inc.⁴, 5.875%, 9/15/2042		Baa2		870,000		912,413


						5,012,657


Total Financials						24,460,429

Health Care - 0.5%
Biotechnology - 0.5%
AbbVie, Inc., 1.80%, 5/14/2018		Baa2		960,000		960,721

Industrials - 4.1%
Airlines - 0.6%
Southwest Airlines Co., 2.75%, 11/6/2019		Baa1		670,000		681,827
Southwest Airlines Co., 2.65%, 11/5/2020		Baa1		345,000		345,873


						1,027,700

Construction & Engineering - 0.5%
Fluor Corp., 3.50%, 12/15/2024		A3		900,000		910,091

Industrial Conglomerates - 2.0%
General Electric Co.³, 1.261%, 5/5/2026		A1		1,950,000		1,886,658
Siemens Financieringsmaatschappij N.V. (Germany)², 2.90%, 5/27/2022		A1		1,825,000		1,838,698


						3,725,356

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors - 1.0%
Air Lease Corp., 3.375%, 6/1/2021		BBB	⁵	$	1,855,000	$	1,880,701


Total Industrials							7,543,848

Information Technology - 3.6%
Internet Software & Services - 0.8%
eBay, Inc., 2.50%, 3/9/2018		Baa1			1,420,000		1,432,466

IT Services - 1.3%
Automatic Data Processing, Inc., 2.25%, 9/15/2020		Aa3			930,000		934,806
Visa, Inc., 2.80%, 12/14/2022		A1			1,370,000		1,377,676


							2,312,482

Semiconductors & Semiconductor Equipment - 1.0%
Intel Corp., 2.45%, 7/29/2020		A1			930,000		943,112
QUALCOMM, Inc., 3.00%, 5/20/2022		A1			910,000		922,090


							1,865,202

Technology Hardware, Storage & Peripherals - 0.5%
Hewlett Packard Enterprise Co., 2.45%, 10/5/2017		Baa2			955,000		960,310


Total Information Technology							6,570,460

Materials - 2.0%
Chemicals - 1.1%
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2			820,000		939,786
Solvay Finance America LLC (Belgium)², 3.40%, 12/3/2020		Baa2			1,060,000		1,078,543


							2,018,329

Metals & Mining - 0.5%
BHP Billiton Finance USA Ltd. (Australia), 3.85%, 9/30/2023		A3			875,000		926,047

Paper & Forest Products - 0.4%
Domtar Corp., 4.40%, 4/1/2022		Baa3			735,000		756,215


Total Materials							3,700,591

Real Estate - 2.5%
Equity Real Estate Investment Trusts (REITS) - 2.5%
American Tower Corp., 3.30%, 2/15/2021		Baa3			1,835,000		1,855,901
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2			650,000		704,250
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2			250,000		266,218
Crown Castle Towers LLC², 3.222%, 5/15/2022		A2			400,000		406,612
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		Aaa			450,000		438,543
Welltower, Inc., 4.95%, 1/15/2021		Baa1			870,000		938,263


Total Real Estate							4,609,787

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services - 2.3%
Diversified Telecommunication Services - 2.0%
AT&T, Inc., 5.20%, 3/15/2020		Baa1		$	1,730,000	$	1,859,849
Verizon Communications, Inc., 4.15%, 3/15/2024		Baa1			1,740,000		1,818,269


							3,678,118

Wireless Telecommunication Services - 0.3%
SBA Tower Trust², 3.598%, 4/15/2018		Baa3			465,000		466,716


Total Telecommunication Services							4,144,834


TOTAL CORPORATE BONDS
(Identified Cost $75,301,679)							75,387,576


ASSET-BACKED SECURITIES - 4.4%
Alterna Funding I LLC, Series 2014-1A, Class NOTE², 1.639%, 2/15/2021		WR	⁶		103,445		100,535
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		Aaa			950,000		940,767
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A², 2.00%, 12/10/2023		WR	⁶		240,487		238,533
Colony American Homes, Series 2015-1A, Class A^2,3, 1.936%, 7/17/2032		Aaa			572,132		572,804
Enterprise Fleet Financing LLC, Series 2015-2, Class A2², 1.59%, 2/22/2021		AAA	⁵		496,129		495,854
Enterprise Fleet Financing LLC, Series 2016-2, Class A2², 1.74%, 2/22/2022		AAA	⁵		425,000		423,797
FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/25/2026		WR	⁶		62,155		62,879
FNA Trust, Series 2014-1A, Class A², 1.296%, 12/10/2022		WR	⁶		58,436		57,925
Home Partners of America Trust, Series 2016-1, Class A^2,3, 2.386%, 3/17/2033		Aaa			347,893		350,350
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		AAA	⁵		1,000,000		997,613
Invitation Homes Trust, Series 2015-SFR3, Class A^2,3, 2.036%, 8/17/2032		Aaa			589,230		590,682
Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3, 1.35%, 8/15/2019		Aaa			900,000		897,551
Navient Student Loan Trust, Series 2016-3A, Class A1^2,3, 1.356%, 6/25/2065		AAA	⁵		797,648		799,889
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A², 1.92%, 10/15/2019		Aaa			390,000		389,999
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,3,1.924%, 11/15/2027		AAA	⁵		410,000		407,037
Tax Ease Funding LLC, Series 2016-1A, Class A², 3.131%, 6/15/2028		WR	⁶		220,338		218,902

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/17/2033		Aaa		$	500,000	$	485,508


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $8,058,321)							8,030,625


COMMERCIAL MORTGAGE-BACKED SECURITIES - 7.9%
Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029		AAA	⁵		46,872		48,582
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/13/2035		AAA	⁵		400,000		389,663
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A², 3.178%, 2/10/2035		WR	⁶		400,000		399,927
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,3, 2.50%, 5/25/2043		AAA	⁵		311,458		292,029
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^2,3, 2.13%, 2/25/2043		AAA	⁵		241,579		222,527
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)³, 1.201%, 4/25/2021		Aaa			7,515,274		328,990
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)³, 1.539%, 10/25/2021		Aaa			1,173,966		71,062
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)³, 1.479%, 6/25/2022		Aaa			9,483,491		623,820
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)³, 0.215%, 4/25/2023		Aaa			14,133,149		163,111
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)³, 0.115%, 5/25/2023		Aaa			8,321,457		56,490
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)³, 1.546%, 10/25/2018		Aaa			1,584,023		37,083
FREMF Mortgage Trust, Series 2011-K15, Class B^2,3, 4.948%, 8/25/2044		WR	⁶		170,000		183,392
FREMF Mortgage Trust, Series 2011-K701, Class B^2,3, 4.286%, 7/25/2048		AA	⁵		160,000		162,300
FREMF Mortgage Trust, Series 2013-K712, Class B^2,3, 3.365%, 5/25/2045		AA	⁵		360,000		365,570
FREMF Mortgage Trust, Series 2015-K42, Class B^2,3, 3.853%, 12/25/2024		A3			380,000		375,746
FREMF Mortgage Trust, Series 2015-K43, Class B^2,3, 3.735%, 2/25/2048		WR	⁶		400,000		391,923
FREMF Mortgage Trust, Series 2015-K720, Class B^2,3, 3.389%, 7/25/2022		Baa2			340,000		330,097
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,3, 3.382%, 12/15/2034		AA	⁵		400,000		406,053
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^2,3, 3.382%, 12/15/2034		BBB	⁵		220,000		218,775
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA	⁵		200,000		208,632

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,3, 3.00%, 3/25/2043		WR	⁶	$	177,702	$	172,104
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,3, 3.50%, 5/25/2043		AAA	⁵		201,245		202,865
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,3, 3.00%, 6/25/2029		AAA	⁵		248,508		250,042
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2², 2.767%, 1/20/2041		Aaa			202,530		202,414
Motel 6 Trust, Series 2015-MTL6, Class B², 3.298%, 2/5/2030		WR	⁶		350,000		351,196
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,3, 3.75%, 11/25/2054		AAA	⁵		229,406		232,728
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,3, 3.75%, 8/25/2055		Aaa			460,524		475,504
New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,3, 3.75%, 11/25/2056		AAA	⁵		366,406		377,494
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA	⁵		100,000		106,342
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/10/2025		Aaa			617,247		622,793
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/10/2025		Aaa			1,611,357		1,639,420
SCG Trust, Series 2013-SRP1, Class AJ^2,3, 2.654%, 11/15/2026		AAA	⁵		450,000		446,193
Sequoia Mortgage Trust, Series 2013-7, Class A2³, 3.00%, 6/25/2043		AAA	⁵		179,124		176,150
Sequoia Mortgage Trust, Series 2013-8, Class A1³, 3.00%, 6/25/2043		Aaa			250,149		246,302
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,3, 2.50%, 10/25/2056		Aaa			850,000		846,060
UBS-Barclays Commercial Mortgage Trust, Series 2013-C5, Class A4, 3.185%, 3/10/2046		Aaa			800,000		815,594
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA	⁵		245,000		258,470
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa			275,000		292,898
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A4^2,3, 4.869%, 2/15/2044		Aaa			810,000		882,984
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,3, 3.50%, 1/20/2045		WR	⁶		213,383		212,812
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,3, 3.50%, 3/20/2045		Aaa			230,916		232,890


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $14,068,198)							14,319,027


FOREIGN GOVERNMENT BONDS - 3.2%

Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		Aa2			2,500,000		2,495,333
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		Aa2			500,000		491,025
Province of Ontario (Canada), 2.00%, 9/27/2018		Aa2			450,000		453,526

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

Core Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)

Province of Ontario (Canada), 1.25%, 6/17/2019		Aa2	$	400,000	$	395,089
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1		2,000,000		1,967,534


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $5,847,543)						5,802,507


U.S. TREASURY SECURITIES - 22.3%

U.S. Treasury Bonds - 6.9%
U.S. Treasury Bond, 6.25%, 5/15/2030				2,625,000		3,713,658
U.S. Treasury Bond, 4.75%, 2/15/2037				2,700,000		3,514,112
U.S. Treasury Bond, 2.50%, 2/15/2045				4,000,000		3,562,968
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042				1,856,068		1,757,181


Total U.S. Treasury Bonds
(Identified Cost $13,072,129)						12,547,919


U.S. Treasury Notes - 15.4%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020				1,916,541		1,936,454
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023				1,602,293		1,590,458
U.S. Treasury Note, 0.75%, 4/15/2018				7,647,000		7,623,402
U.S. Treasury Note, 1.375%, 4/30/2020				9,085,000		9,026,447
U.S. Treasury Note, 1.75%, 4/30/2022				4,208,000		4,149,648
U.S. Treasury Note, 1.625%, 5/15/2026				4,000,000		3,730,000


Total U.S. Treasury Notes
(Identified Cost $28,455,008)						28,056,409


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $41,527,137)						40,604,328


U.S. GOVERNMENT AGENCIES - 17.7%

Mortgage-Backed Securities - 15.5%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021				218,818		231,344
Fannie Mae, Pool #995233, 5.50%, 10/1/2021				15,641		16,421
Fannie Mae, Pool #888017, 6.00%, 11/1/2021				22,023		23,575
Fannie Mae, Pool #995329, 5.50%, 12/1/2021				151,257		160,037
Fannie Mae, Pool #888136, 6.00%, 12/1/2021				27,628		29,613
Fannie Mae, Pool #888810, 5.50%, 11/1/2022				262,625		277,961
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024				17,651		18,938
Fannie Mae, Pool #AL5861, 4.50%, 1/1/2031				459,270		494,258
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034				128,834		139,418
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034				233,596		248,023
Fannie Mae, Pool #AS2547, 3.50%, 6/1/2034				464,054		482,124
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035				224,035		238,114
Fannie Mae, Pool #MA2198, 3.50%, 3/1/2035				754,573		784,095
Fannie Mae, Pool #AY8263, 3.00%, 5/1/2035				642,016		643,369
Fannie Mae, Pool #828377, 5.50%, 6/1/2035				478,341		533,659

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

Core Bond Series

Investment Portfolio - December 31, 2016


	PRINCIPAL AMOUNT		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #MA2587, 3.50%, 4/1/2036	$	899,804	$	931,845
Fannie Mae, Pool #889494, 5.50%, 1/1/2037		484,418		542,334
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		60,478		67,475
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		72,302		80,485
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		211,208		239,470
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		76,446		85,386
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		386,167		407,518
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		173,843		182,859
Fannie Mae, Pool #AH3858, 4.50%, 8/1/2041		852,865		921,348
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		450,196		486,398
Fannie Mae, Pool #AT4961, 3.50%, 5/1/2043		413,891		426,629
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		227,963		240,625
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		517,416		563,817
Fannie Mae, Pool #AL8604, 3.50%, 4/1/2045		399,212		409,505
Fannie Mae, Pool #AZ3627, 4.00%, 11/1/2045		117,834		123,973
Fannie Mae, Pool #BA3034, 4.00%, 12/1/2045		222,599		234,213
Fannie Mae, Pool #BA6762, 4.00%, 12/1/2045		111,851		117,671
Fannie Mae, Pool #AZ5009, 4.00%, 1/1/2046		344,538		362,540
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		187,434		192,278
Fannie Mae, Pool #BC8677, 4.00%, 5/1/2046		185,022		194,700
Fannie Mae, Pool #BD2179, 4.00%, 7/1/2046		416,435		438,232
Fannie Mae, Pool #AL8674, 5.655%, 1/1/2049		909,060		1,001,009
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		67,573		70,406
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		28,248		30,333
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		20,134		21,626
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		15,145		16,322
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		26,943		28,974
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		181,912		196,028
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		180,541		195,079
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		177,908		192,355
Freddie Mac, Pool #C91766, 4.50%, 5/1/2034		150,403		161,510
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034		190,592		207,339
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034		185,401		200,235
Freddie Mac, Pool #C91832, 3.50%, 6/1/2035		898,154		928,164
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		664,018		705,252
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		151,542		170,204
Freddie Mac, Pool #C91868, 3.50%, 4/1/2036		990,937		1,027,104
Freddie Mac, Pool #G08268, 5.00%, 5/1/2038		1,170,316		1,274,518
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		66,692		74,380
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		16,794		18,712
Freddie Mac, Pool #G08331, 4.50%, 2/1/2039		566,250		608,637
Freddie Mac, Pool #G05275, 5.50%, 2/1/2039		453,633		507,337
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		105,449		119,129

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

Core Bond Series

Investment Portfolio - December 31, 2016


	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040	$	488,773	$	525,979
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		1,198,305		1,293,011
Freddie Mac, Pool #G60513, 5.00%, 7/1/2041		1,191,943		1,299,040
Freddie Mac, Pool #G60071, 4.50%, 7/1/2042		503,952		542,210
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		249,114		256,519
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		1,127,786		1,188,136
Freddie Mac, Pool #Q37857, 4.00%, 12/1/2045		951,421		1,001,804
Freddie Mac, Pool #Q37892, 4.00%, 12/1/2045		294,361		309,401
Freddie Mac, Pool #Q38285, 4.00%, 1/1/2046		509,911		535,984
Freddie Mac, Pool #Q38388, 4.00%, 1/1/2046		1,159,925		1,222,062
Freddie Mac, Pool #Q40264, 3.50%, 5/1/2046		771,365		790,551


Total Mortgage-Backed Securities
(Identified Cost $28,555,847)				28,289,600


Other Agencies - 2.2%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $4,236,517)		3,966,000		4,004,391


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $32,792,364)				32,293,991


SHORT-TERM INVESTMENT - 2.7%

Dreyfus Government Cash Management⁷, 0.45%, (Identified Cost $4,918,807)		4,918,807		4,918,807


TOTAL INVESTMENTS - 99.5%
(Identified Cost $182,514,049)				181,356,861
OTHER ASSETS, LESS LIABILITIES - 0.5%				964,803


NET ASSETS - 100%			$	182,321,664

IO - Interest only

¹Credit ratings from Moody’s (unaudited).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $23,684,990 or 13.0%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

³The coupon rate is floating and is the effective rate as of December 31, 2016.

⁴The rate shown is a fixed rate as of December 31, 2016; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

⁵Credit ratings from S&P (unaudited).

⁶Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

⁷Rate shown is the current yield as of December 31, 2016.

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

Core Bond Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $182,514,049) (Note 2)	$	181,356,861
Interest receivable		1,052,001
Receivable for securities sold		140,297
Receivable for fund shares sold		77,822
Prepaid and other expenses		14,663


TOTAL ASSETS		182,641,644


LIABILITIES:

Accrued management fees (Note 3)		52,756
Accrued fund accounting and administration fees (Note 3)		27,352
Accrued shareholder services fees (Class S) (Note 3)		24,767
Accrued transfer agent fees (Note 3)		945
Accrued Directors’ fees (Note 3)		461
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for securities purchased		193,524
Other payables and accrued expenses		19,829


TOTAL LIABILITIES		319,980


TOTAL NET ASSETS	$	182,321,664


NET ASSETS CONSIST OF:

Capital stock	$	177,997
Additional paid-in-capital		183,275,371
Accumulated net realized gain on investments		25,484
Net unrealized depreciation on investments		(1,157,188	)


TOTAL NET ASSETS	$	182,321,664

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($117,558,776/11,169,591 shares)	$	10.52

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($64,762,888/6,630,104 shares)	$	9.77

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

Core Bond Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	4,917,577
Dividends		16,596


Total Investment Income		4,934,173


EXPENSES:

Management fees (Note 3)		854,061
Shareholder services fees (Class S) (Note 3)		343,754
Fund accounting and administration fees (Note 3)		101,384
Directors’ fees (Note 3)		15,513
Chief Compliance Officer service fees (Note 3)		3,947
Transfer agent fees (Note 3)		3,455
Custodian fees		15,197
Miscellaneous		90,780


Total Expenses		1,428,091
Less reduction of expenses (Note 3)		(123,519	)


Net Expenses		1,304,572


NET INVESTMENT INCOME		3,629,601


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		935,485
Net change in unrealized appreciation (depreciation) on investments		1,910,109


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,845,594


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,475,195

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

Core Bond Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,629,601		$	4,309,049
Net realized gain on investments		935,485			1,262,615
Net change in unrealized appreciation (depreciation) on investments		1,910,109			(5,326,325	)


Net increase from operations		6,475,195			245,339


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(2,124,691	)		(3,237,173	)
From net investment income (Class I)		(1,490,079	)		(996,028	)
From net realized gain on investments (Class S)		(634,389	)		(788,319	)
From net realized gain on investments (Class I)		(390,628	)		(472,098	)


Total distributions to shareholders		(4,639,787	)		(5,493,618	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(45,890,801	)		78,606,983


Net increase (decrease) in net assets		(44,055,393	)		73,358,704

NET ASSETS:

Beginning of year		226,377,057			153,018,353


End of year (including undistributed net investment income of $0 and $75,848, respectively)	$	182,321,664		$	226,377,057

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

Core Bond Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.48		$	10.69		$	10.74		$	11.56		$	11.05

Income (loss) from investment operations:
Net investment income¹		0.17			0.22			0.31			0.35			0.41
Net realized and unrealized gain (loss) on investments		0.10			(0.17	)		0.08			(0.44	)		0.66


Total from investment operations		0.27			0.05			0.39			(0.09	)		1.07


Less distributions to shareholders:
From net investment income		(0.17	)		(0.20	)		(0.32	)		(0.36	)		(0.41	)
From net realized gain on investments		(0.06	)		(0.06	)		(0.12	)		(0.37	)		(0.15	)


Total distributions to shareholders		(0.23	)		(0.26	)		(0.44	)		(0.73	)		(0.56	)


Net asset value - End of year	$	10.52		$	10.48		$	10.69		$	10.74		$	11.56


Net assets - End of year (000’s omitted)	$	117,559		$	147,074		$	153,018		$	153,109		$	189,616


Total return²		2.53	%		0.44	%		3.62	%		(0.79	%)		9.74	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.70	%		0.69	%		0.70	%		0.70	%		0.70	%
Net investment income		1.61	%		2.09	%		2.86	%		3.09	%		3.55	%
Portfolio turnover		75	%		88	%		57	%		56	%		31	%

*Effective August 3, 2015, the shares of the Series have been designated as Class S.
**The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.06	%		0.03	%		N/A			N/A			N/A

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

Core Bond Series

Financial Highlights - Class I


	FOR THE YEAR ENDED 12/31/16			FOR THE PERIOD 8/3/15¹ TO 12/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.75		$	10.00

Income (loss) from investment operations:
Net investment income²		0.18			0.08
Net realized and unrealized gain (loss) on investments		0.10			(0.13	)

Total from investment operations		0.28			(0.05	)


Less distributions to shareholders:

From net investment income		(0.20	)		(0.14	)
From net realized gain on investments		(0.06	)		(0.06	)


Total distributions to shareholders		(0.26	)		(0.20	)


Net asset value - End of period	$	9.77		$	9.75


Net assets - End of period (000’s omitted)	$	64,763		$	79,303

Total return³		2.80	%		(0.51	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45	%		0.46	%⁴
Net investment income		1.86	%		2.03	%⁴
Portfolio turnover		75	%		88	%

* The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:
		0.06	%		0.06	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

Core Bond Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. Effective August 1, 2015, the Class A shares of the Series have been redesignated Class S and the Series issued Class I shares. Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 125 million have been designated as Core Bond Series Class S common stock and 100 million have been designated as Core Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Debt securities:
U.S. Treasury and other U.S.
Government agencies	$	72,898,319	$	—	$	72,898,319	$	—
Corporate debt:
Consumer Discretionary		6,159,235		—		6,159,235		—
Consumer Staples		5,065,556		—		5,065,556		—
Energy		12,172,115		—		12,172,115		—
Financials		24,460,429		—		24,460,429		—
Health Care		960,721		—		960,721		—
Industrials		7,543,848		—		7,543,848		—
Information Technology		6,570,460		—		6,570,460		—
Materials		3,700,591		—		3,700,591		—
Real Estate		4,609,787		—		4,609,787		—
Telecommunication Services		4,144,834		—		4,144,834		—
Asset-backed securities		8,030,625		—		8,030,625		—
Commercial mortgage-backed securities		14,319,027		—		14,319,027		—
Foreign government bonds		5,802,507		—		5,802,507		—
Mutual fund		4,918,807		4,918,807		—		—

Total assets	$	181,356,861	$	4,918,807	$	176,438,054	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Inflation-Indexed Bonds

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

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2016.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2016.

Restricted Securities

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series on December 31, 2016.

Federal Taxes

Foreign Taxes

Core Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

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 0.40% of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.45% of average daily net assets. The Advisor waived fees of $123,519 for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Core Bond Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $50,866,435 and $103,482,132, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $102,808,501 and $79,754,930, respectively.

5.	Capital Stock Transactions

Transactions in shares of Core Bond Series were:


CLASS S:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,635,585		$	28,509,888			11,494,848		$	123,693,225
Reinvested		258,599			2,743,485			370,052			3,916,056
Repurchased		(5,753,452	)		(62,133,475	)		(12,151,897	)		(130,150,134	)

Total		(2,859,268	)	$	(30,880,102	)		(286,997	)	$	(2,540,853	)


CLASS I:	FOR THE YEAR ENDED 12/31/16						FOR THE PERIOD 8/3/15 (COMMENCEMENT OF OPERATIONS) TO 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,380,399		$	33,848,936			9,647,103		$	96,094,301
Reinvested		144,558			1,421,279			118,983			1,162,715
Repurchased		(5,029,733	)		(50,280,914	)		(1,631,206	)		(16,109,180	)

Total		(1,504,776	)	$	(15,010,699	)		8,134,880		$	81,147,836

Approximately 86% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

Core Bond Series

Notes to Financial Statements (continued)

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses including qualified late-year losses, redesignation of distributions paid, wash sales and investments in Treasury Inflation Protected securities. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $90,679 was reclassified within the capital accounts to Accumulated Net Realized Loss on Investments from Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	4,549,446	$	4,233,201
Long-term capital gains	$	90,341	$	1,260,417

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	182,619,594
Unrealized appreciation		1,279,399
Unrealized depreciation		(2,542,132	)

Net unrealized depreciation	$	(1,262,733	)

Undistributed long-term capital gains	$	193,863
Qualified late-year losses¹	$	62,834

¹The Series has elected to defer certain qualified late-year losses and recognize such losses in the year ending December 31, 2017.

Core Bond Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Core Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Core Bond Series

Supplemental Tax Information

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

The Series designates $207,368 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2016.

Core Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Core Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Core Bond Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008)
		The Ashley Group (property management and investment)(1995-2008)
		Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present)
		Town of Greenburgh NY Planning Board (municipal government)(2015-present)
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Core Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Core Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCOB-12/16-AR

LOGO

High Yield Bond Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Against this backdrop, domestic fixed income markets posted positive absolute returns in 2016, though to varying degrees. In a reversal from the previous year, high yield bonds were the strongest performing asset class. Of the broad fixed income sectors, municipal bonds posted the weakest returns, followed by treasuries. Alternatively, returns across international fixed income markets were mixed.

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

High Yield Bond Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

The Bank of America Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index experienced a return of 14.79%, representing its third highest return over the past 20 years. The High Yield Bond Series experienced positive absolute returns as well, with the Class S shares returning 13.41%, modestly trailing the benchmark due to security selection, primarily within the Industrials sector.

Within the high yield market, returns varied across the credit quality spectrum as lower-rated issuances outperformed higher quality issuances in part due to their lower sensitivity to interest rate movements. On a sector basis, energy was one of the strongest performing areas of the market, a reversal from the prior year.

Identifying opportunities in the fixed income sector during 2017 will remain challenging, but we will continue to take advantage of volatility if it arises. Over the intermediate-term, we expect interest rates to follow a gradual upward path, but do not anticipate a short-term spike similar to what we saw following the U.S. Presidential election. We believe the Federal Reserve Bank will remain flexible and proceed slowly with small increases to the federal funds target rate that do not follow a well-defined schedule, whereas other major central banks across the globe are likely to maintain easier policies. Investor uncertainty coupled with diverging policy interest rates necessitates a flexible, selective approach when navigating fixed income markets for potential investment opportunities. As an active manager, Manning & Napier has implemented this type of investment strategy for over 45 years as we help clients achieve their long-term financial goals.

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

Please see the next page for additional performance information as of December 31, 2016.

High Yield Bond Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - High Yield Bond Series - Class S³		13.41	%		6.54	%		7.67	%
Manning & Napier Fund, Inc. - High Yield Bond Series - Class I^3,4		13.60	%		6.78	%		7.83	%
Bank of America (BofA) Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index⁵		14.79	%		7.05	%		8.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - High Yield Bond Series Class S from its inception (9/14/09) to present (12/31/16) to the BofA Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index.

LOGO

²Performance numbers for the Series and Index are calculated from September 14, 2009, the Class S inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.94% for Class S and 0.68% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.96% for Class S and 0.70% for Class I for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on August 1, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. High Yield Bond Series Class S.

⁵The unmanaged Bank of America (BofA) Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index is a market value-weighted measure of BB and B rated corporate bonds with maturities of at least one year. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Bloomberg.

High Yield Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,053.60	$4.65	0.90%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.61	$4.57	0.90%
Class I
Actual	$1,000.00	$1,055.60	$3.31	0.64%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.92	$3.25	0.64%

High Yield Bond Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

High Yield Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 94.4%

Non-Convertible Corporate Bonds - 94.4%
Consumer Discretionary - 10.4%
Household Durables - 5.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)², 6.125%, 7/1/2022		B1	$	2,235,000	$	2,246,176
Meritage Homes Corp., 7.00%, 4/1/2022		Ba2		1,160,000		1,255,700
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		B1		1,260,000		1,282,050
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		Caa1		1,545,000		1,375,050


						6,158,976


Media - 4.9%
CSC Holdings, LLC², 10.875%, 10/15/2025		B2		985,000		1,172,150
Sirius XM Radio, Inc.², 5.375%, 4/15/2025		Ba3		1,855,000		1,845,725
VTR Finance B.V. (Chile)², 6.875%, 1/15/2024		B1		2,465,000		2,545,112


						5,562,987


Total Consumer Discretionary						11,721,963


Consumer Staples - 4.0%
Food & Staples Retailing - 2.0%
C&S Group Enterprises LLC², 5.375%, 7/15/2022		Ba3		2,365,000		2,282,225

Food Products - 0.9%
Pinnacle Operating Corp.³, 9.00%, 11/15/2020		C		2,185,000		961,400

Household Products - 1.1%
HRG Group, Inc., 7.75%, 1/15/2022		Caa1		1,170,000		1,219,725


Total Consumer Staples						4,463,350

Energy - 13.9%
Energy Equipment & Services - 2.9%
McDermott International, Inc.², 8.00%, 5/1/2021		B2		2,240,000		2,262,400
Noble Holding International Ltd. (United Kingdom), 7.75%, 1/15/2024		B1		1,000,000		940,600


						3,203,000


Oil, Gas & Consumable Fuels - 11.0%
Cheniere Corpus Christi Holdings, LLC², 7.00%, 6/30/2024		Ba3		1,730,000		1,872,724
Cheniere Corpus Christi Holdings, LLC², 5.875%, 3/31/2025		Ba3		1,130,000		1,152,950
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp., 6.125%, 3/1/2022		B1		1,155,000		1,183,875
Enviva Partners LP - Enviva Partners Finance Corp.², 8.50%, 11/1/2021.		B2		1,815,000		1,892,138
Hilcorp Energy I LP - Hilcorp Finance Co.², 5.75%, 10/1/2025		Ba2		880,000		891,000
NGL Energy Partners LP - NGL Energy Finance Corp.², 7.50%, 11/1/2023		B2		1,190,000		1,228,675
PBF Holding Co. LLC - PBF Finance Corp.², 7.00%, 11/15/2023		B1		1,260,000		1,253,700
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		Ba1		1,050,000		1,123,500

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

High Yield Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024		B1	$	1,815,000	$	1,801,388


						12,399,950


Total Energy						15,602,950


Financials - 10.9%
Banks - 2.6%
Popular, Inc., 7.00%, 7/1/2019		B2		2,805,000		2,892,656

Consumer Finance - 2.3%
Navient Corp., 6.125%, 3/25/2024		Ba3		2,695,000		2,617,519

Diversified Financial Services - 2.3%
Horizon Pharma, Inc., 6.625%, 5/1/2023		B3		1,255,000		1,195,388
Jefferies Finance LLC - JFIN Co-Issuer Corp.², 7.375%, 4/1/2020		B1		1,470,000		1,470,000


						2,665,388

Thrifts & Mortgage Finance - 3.7%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		Ba3		1,625,000		1,625,000
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021		Ba3		2,655,000		2,522,250


						4,147,250


Total Financials						12,322,813


Health Care - 8.5%
Biotechnology - 1.7%
AMAG Pharmaceuticals, Inc.², 7.875%, 9/1/2023		B3		1,940,000		1,940,000

Health Care Providers & Services - 4.4%
HCA, Inc., 7.50%, 2/15/2022		B1		1,485,000		1,685,475
LifePoint Health, Inc.², 5.375%, 5/1/2024		Ba2		1,760,000		1,723,920
Tenet Healthcare Corp., 8.125%, 4/1/2022		Caa1		1,625,000		1,533,188


						4,942,583

Pharmaceuticals - 2.4%
Concordia International Corp. (Canada)², 7.00%, 4/15/2023		Caa3		2,610,000		822,150
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC², 5.625%, 10/15/2023		B1		1,940,000		1,809,050


						2,631,200


Total Health Care						9,513,783


Industrials - 14.1%
Aerospace & Defense - 1.7%
Arconic, Inc., 5.87%, 2/23/2022		Ba2		1,785,000		1,909,949

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

High Yield Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Air Freight & Logistics - 0.9%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.^2,4, 10.00%, 2/15/2018		Ca	$	1,564,818	$	1,032,780

Airlines - 1.4%
Allegiant Travel Co., 5.50%, 7/15/2019		B1		1,570,000		1,617,100

Commercial Services & Supplies - 2.5%
Constellis Holdings LLC - Constellis Finance Corp.², 9.75%, 5/15/2020		B3		1,345,000		1,378,625
Herc Rentals, Inc.², 7.50%, 6/1/2022		B3		1,310,000		1,380,412


						2,759,037


Machinery - 3.4%
Meritor, Inc., 6.25%, 2/15/2024		B2		1,195,000		1,171,100
Shape Technologies Group, Inc.², 7.625%, 2/1/2020		B2		1,275,000		1,303,688
Xerium Technologies, Inc.², 9.50%, 8/15/2021		B2		1,320,000		1,316,700


						3,791,488

Trading Companies & Distributors - 4.2%
Aircastle Ltd., 5.50%, 2/15/2022		Ba1		1,185,000		1,256,100
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2		2,165,000		2,251,600
International Lease Finance Corp., 6.25%, 5/15/2019		Ba1		1,170,000		1,257,750


						4,765,450


Total Industrials						15,875,804


Information Technology - 1.0%
Internet Software & Services - 1.0%
Nuance Communications, Inc.², 5.625%, 12/15/2026		Ba3		1,130,000		1,111,072

Materials - 7.8%
Chemicals - 1.2%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)², 8.375%, 12/1/2022		B3		1,375,000		1,388,750

Containers & Packaging - 1.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)², 7.25%, 5/15/2024		B3		1,215,000		1,280,306

Metals & Mining - 4.0%
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021		Ba1		1,085,000		1,101,948
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.², 7.375%, 2/1/2020		B3		1,940,000		1,930,300
Techniplas LLC², 10.00%, 5/1/2020		Caa2		1,625,000		1,409,688


						4,441,936

Paper & Forest Products - 1.5%
Tembec Industries, Inc. (Canada)², 9.00%, 12/15/2019		B3		1,825,000		1,706,375


Total Materials						8,817,367

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

High Yield Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Real Estate - 6.9%
Equity Real Estate Investment Trusts (REITS) - 5.3%
Greystar Real Estate Partners LLC², 8.25%, 12/1/2022		B2	$	1,806,000	$	1,954,995
MPT Operating Partnership LP - MPT Finance Corp., 5.25%, 8/1/2026		Ba1		1,215,000		1,190,700
Sixsigma Networks Mexico S.A. de C.V. (Mexico)², 8.25%, 11/7/2021		B2		1,940,000		1,823,600
Starwood Property Trust, Inc.², 5.00%, 12/15/2021		Ba3		1,000,000		1,013,400


						5,982,695

Real Estate Management & Development - 1.6%
Forestar USA Real Estate Group, Inc.⁵, 8.50%, 6/1/2022		Caa1		1,850,000		1,771,375


Total Real Estate						7,754,070


Telecommunication Services - 13.4%
Diversified Telecommunication Services - 9.7%
CenturyLink, Inc., 7.50%, 4/1/2024		Ba3		1,785,000		1,874,250
Frontier Communications Corp., 11.00%, 9/15/2025		B1		2,995,000		3,092,338
Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022		Ba2		3,345,000		3,253,012
Qualitytech LP - QTS Finance Corp., 5.875%, 8/1/2022		B1		2,615,000		2,660,762


						10,880,362

Wireless Telecommunication Services - 3.7%
Altice Financing S.A. (Luxembourg)², 6.625%, 2/15/2023		B1		2,205,000		2,265,638
Hughes Satellite Systems Corp.², 6.625%, 8/1/2026		B3		1,950,000		1,959,750


						4,225,388


Total Telecommunication Services						15,105,750

Utilities - 3.5%
Independent Power and Renewable Electricity Producers - 3.5%
Atlantica Yield plc (Spain)², 7.00%, 11/15/2019		B2		2,820,000		2,876,400
Terraform Global Operating LLC², 9.75%, 8/15/2022		Caa1		1,050,000		1,120,875


Total Utilities						3,997,275

Total Non-Convertible Corporate Bonds
(Identified Cost $107,487,214)						106,286,197

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

High Yield Bond Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.7%
Dreyfus Government Cash Management⁶, 0.45%, (Identified Cost $ 2,976,517)		2,976,517	$	2,976,517


TOTAL INVESTMENTS - 97.1%
(Identified Cost $ 110,463,731)				109,262,714
OTHER ASSETS, LESS LIABILITIES - 2.9%				3,316,118


NET ASSETS - 100%			$	112,578,832

¹Credit ratings from Moody’s (unaudited).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $64,240,099 or 57.1% of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired between September 13, 2013 and July 11, 2014 at a cost of $2,312,275 ($105.82 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $961,400, or 0.9%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁴Represents a Payment-In-Kind bond.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on May 7, 2014 at a cost of $1,926,063 ($104.11 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $1,771,375, or 1.6%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁶Rate shown is the current yield as of December 31, 2016.

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

High Yield Bond Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $110,463,731) (Note 2)	$	109,262,714
Interest receivable		2,103,274
Receivable for securities sold		1,374,075
Receivable for fund shares sold		37,728
Prepaid expenses		15,555


TOTAL ASSETS		112,793,346


LIABILITIES:

Accrued management fees (Note 3)		52,546
Accrued shareholder services fees (Class S) (Note 3)		18,852
Accrued fund accounting and administration fees (Note 3)		16,402
Accrued transfer agent fees (Note 3)		5,236
Accrued directors’ fees (Note 3)		443
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		97,680
Other payables and accrued expenses		23,009


TOTAL LIABILITIES		214,514


TOTAL NET ASSETS	$	112,578,832


NET ASSETS CONSIST OF:

Capital stock	$	118,171
Additional paid-in-capital		120,857,106
Undistributed net investment income		14,164
Accumulated net realized loss on investments		(7,209,592	)
Net unrealized depreciation on investments		(1,201,017	)


TOTAL NET ASSETS	$	112,578,832

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($89,920,623/9,184,763 shares)	$	9.79

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($22,658,209/2,632,304 shares)	$	8.61

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

High Yield Bond Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	10,693,727
Dividends		37,798


Total Investment Income		10,731,525


EXPENSES:

Management fees (Note 3)		920,406
Shareholder services fees (Class S) (Note 3)		266,908
Fund accounting and administration fees (Note 3)		67,807
Transfer agent fees (Note 3)		13,713
Directors’ fees (Note 3)		12,033
Chief Compliance Officer service fees (Note 3)		3,948
Custodian fees		6,269
Miscellaneous		96,256


Total Expenses		1,387,340


Less reduction of expenses (Note 3)		(30,971	)


Net Expenses		1,356,369


NET INVESTMENT INCOME		9,375,156


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized loss on investments		(268,740	)
Net change in unrealized appreciation (depreciation) on investments		13,124,878


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		12,856,138


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	22,231,294

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

High Yield Bond Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	9,375,156		$	10,900,234
Net realized loss on investments		(268,740	)		(6,514,003	)
Net change in unrealized appreciation (depreciation) on investments		13,124,878			(5,981,699	)


Net increase (decrease) from operations		22,231,294			(1,595,468	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,305,614	)		(7,702,934	)
From net investment income (Class I)		(3,194,764	)		(3,207,079	)


Total distributions to shareholders		(9,500,378	)		(10,910,013	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(60,737,128	)		(71,267,243	)


Net decrease in net assets		(48,006,212	)		(83,772,724	)

NET ASSETS:

Beginning of year		160,585,044			244,357,768


End of year (including undistributed net investment income of $ 14,164 and $ 139,386, respectively)		$112,578,832			$160,585,044

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

High Yield Bond Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.21		$	10.04		$	10.64		$	10.75		$	10.30

Income (loss) from investment operations:
Net investment income¹		0.56			0.51			0.52			0.54			0.63
Net realized and unrealized gain (loss) on investments		0.66			(0.82	)		(0.30	)		0.21			0.83


Total from investment operations		1.22			(0.31	)		0.22			0.75			1.46


Less distributions to shareholders:
From net investment income		(0.64	)		(0.52	)		(0.50	)		(0.53	)		(0.64	)
From net realized gain on investments		—			—			(0.32	)		(0.33	)		(0.37	)


Total distributions to shareholders		(0.64	)		(0.52	)		(0.82	)		(0.86	)		(1.01	)


Net asset value - End of year	$	9.79		$	9.21		$	10.04		$	10.64		$	10.75


Net assets - End of year (000’s omitted)	$	89,921		$	108,202		$	202,772		$	191,922		$	179,187


Total return²		13.41	%		(3.28	%)		2.04	%		7.17	%		14.46	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.94	%		1.11	%		1.11	%		1.12	%		1.10	%
Net investment income		5.82	%		5.04	%		4.78	%		4.99	%		5.83	%
Portfolio turnover		77	%		109	%		104	%		93	%		91	%

^*Effective August 1, 2012, the shares of the Series have been designated as Class S.
^**For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.02	%		N/A			N/A			N/A			N/A

¹Calculated based on average shares outstanding during the years.

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

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

High Yield Bond Series

Financial Highlights - Class I


	FOR THE YEARS ENDED												FOR THE PERIOD
													8/1/12¹TO
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.18		$	8.97		$	9.59		$	9.78		$	10.00

Income (loss) from investment operations:
Net investment income²		0.52			0.47			0.49			0.52			0.25
Net realized and unrealized gain (loss) on investments		0.57			(0.72	)		(0.26	)		0.18			0.30


Total from investment operations		1.09			(0.25	)		0.23			0.70			0.55


Less distributions to shareholders:
From net investment income		(0.66	)		(0.54	)		(0.53	)		(0.56	)		(0.40	)
From net realized gain on investments		—			—			(0.32	)		(0.33	)		(0.37	)


Total distributions to shareholders		(0.66	)		(0.54	)		(0.85	)		(0.89	)		(0.77	)


Net asset value - End of period	$	8.61		$	8.18		$	8.97		$	9.59		$	9.78


Net assets - End of period (000’s omitted)	$	22,658		$	52,383		$	41,586		$	24,299		$	14,002


Total return³		13.60	%		(2.93	%)		2.33	%		7.35	%		5.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.68	%		0.87	%		0.86	%		0.87	%		0.87	%⁴
Net investment income		6.04	%		5.34	%		5.05	%		5.24	%		5.90	%⁴
Portfolio turnover		77	%		109	%		104	%		93	%		91	%

^*For the certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.02	%		N/A			N/A			N/A			N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

High Yield Bond Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The series is authorized to issue two classes of shares (Class S & Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 125 million have been designated as High Yield Bond Series Class S common stock and 100 million have been designated as High Yield Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

High Yield Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
Corporate debt:
Consumer Discretionary	$	11,721,963	$	—	$	11,721,963	$	—
Consumer Staples		4,463,350		—		4,463,350		—
Energy		15,602,950		—		15,602,950		—
Financials		12,322,813		—		12,322,813		—
Health Care		9,513,783		—		9,513,783		—
Industrials		15,875,804		—		15,875,804		—
Information Technology		1,111,072		—		1,111,072		—
Materials		8,817,367		—		8,817,367		—
Real Estate		7,754,070		—		7,754,070		—
Telecommunication Services		15,105,750		—		15,105,750		—
Utilities		3,997,275		—		3,997,275		—
Mutual fund		2,976,517		2,976,517		—		—

Total assets	$	109,262,714	$	2,976,517	$	106,286,197	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

High Yield Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Securities Purchased on a When-Issued Basis or Forward Commitment

High Yield Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

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

delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2016.

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

High Yield Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.55% of the Series’ average daily net assets. Prior to February 22, 2016, this fee was 0.75% of the Series’ average daily net assets.

Effective February 22, 2016, the Advisor has contractually agreed, until at least April 30, 2017, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.65% of average daily net assets. Prior to February 22, 2016, the Advisor had contractually agreed to waive its fee and, if necessary, pay other operating expenses of the series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.95% of average daily net assets. Accordingly, the Advisor waived fees of $30,971 for the year ended December 31, 2016, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

High Yield Bond Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $115,343,639 and $172,914,925, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

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


CLASS S	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,047,936		$	49,741,689			6,115,394		$	61,024,825
Reinvested		615,273			5,972,032			743,760			7,278,399
Repurchased		(8,222,050	)		(81,839,088	)		(15,305,758	)		(154,819,412	)

Total		(2,558,841	)	$	(26,125,367	)		(8,446,604	)	$	(86,516,188	)


CLASS I	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,387,463		$	19,922,481			3,961,209		$	35,034,607
Reinvested		320,304			2,737,717			339,048			2,915,191
Repurchased		(6,482,637	)		(57,271,959	)		(2,526,749	)		(22,700,853	)

Total		(3,774,870	)	$	(34,611,761	)		1,773,508		$	15,248,945

Approximately 83% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments and Loan Assignments

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand

High Yield Bond Series

Notes to Financial Statements (continued)

6.	Financial Instruments and Loan Assignments (continued)

for loan assignments and certain loan assignments which were liquid when purchased may become illiquid. No such investments were held by the Series as of December 31, 2016.

7.	Foreign Securities

8.	Federal Income Tax Information

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	9,500,378	$	10,910,013

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	110,692,582
Unrealized appreciation		3,176,872
Unrealized depreciation		(4,606,740	)

Net unrealized depreciation	$	(1,429,868	)

Undistributed ordinary income	$	14,164
Capital loss carryforwards	$	(6,980,741	)

The capital loss carryover utilized in the current year was $2,001,987.

As of December 31, 2016, the Series had net long-term capital loss carryforwards of $6,980,741, which may be carried forward indefinitely.

High Yield Bond Series

Report of Independent Registered Public Accounting Firm

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

High Yield Bond Series:

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of High Yield Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

High Yield Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

High Yield Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Interested

Director/Officer


Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite – Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present)- Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016- present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present)- The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008)
		The Ashley Group (property management and investment)(1995-2008)
		Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009)- Ithaka Acquisition Corporation (investments); Chairman (2007-2009)- Alsius Corporation (investments); Managing Member (1991-present)- PMSV Holdings LLC(investments); Managing Member (2010-2016)- Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present)- McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present)- The Greening Group (business consultants); Partner (2006-present)- The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011)- General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present)
		Town of Greenburgh NY Planning Board (municipal government)(2015-present)

Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

High Yield Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)



Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016)- Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011)- Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present)- Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary- Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) – Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel- Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

High Yield Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNHYB-12/16-AR

LOGO

Emerging Markets Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Emerging Markets Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth.

Performance Commentary

Emerging markets equities posted strong returns during 2016 as the MSCI Emerging Markets Index increased 11.19%. With natural resource and energy prices generally increasing during the year, the energy and materials sectors posted the strongest results. Likewise, the more commodity-dependent Brazilian and Russian equity markets were among the top performers on a country basis. The Emerging Markets Series experienced positive absolute returns for the year, but underperformed the benchmark, with the Class S shares returning 3.31%.

The Series’ underperformance relative to the Emerging Markets Index was driven primarily by sector positioning. Specifically, overweights to health care and consumer staples relative to the benchmark along with underweights to energy and materials were among the main detractors from relative performance. On a country basis, a lack of exposure to Russia and stock selection in and an overweight to India as compared to the benchmark also detracted from relative returns.

Conversely, an overweight to Brazil relative to the benchmark and stock selection in Mexico, as well as stock selection in the health care and materials sectors, contributed positively to relative returns.

The Series’ current investments reflect an emphasis on sectors and industries we expect to benefit over the long-term from an expanding emerging markets middle class. Specifically, we see a long runway for growth in a variety of businesses that operate in the health care and consumer sectors, as medical care and consumption are two of the first areas in which individuals tend to increase spending as incomes grow. With wages and salaries expected to continue to rise in emerging markets, consumers are slowly gaining access to services and products that were once out of reach, and we believe this trend will create myriad investment opportunities for years to come.

As we begin 2017, our long-term secular slow growth overview is unchanged, and we expect growth to remain within the post-global financial crisis range of Gross Domestic Product growth. However, over the intermediate-term, we could see a marginal cyclical pickup in growth and inflation, particularly in the U.S. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular (non-cyclical) growth trends in an effort to generate above market returns. We continue to anticipate volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

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

Please see the next page for additional performance information as of December 31, 2016.

Emerging Markets Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹		FIVE YEAR¹			TOTAL RETURN SINCE INCEPTION²
Manning & Napier Fund, Inc. - Emerging Markets Series - Class S³		3.31%		1.74	%		1.40	%
Manning & Napier Fund, Inc. - Emerging Markets Series - Class I^3,4		3.67%		1.89	%		1.55	%
MSCI Emerging Markets Index⁵		11.19%		1.28	%		0.35	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Emerging Markets Series Class S from its inception² (November 16, 2011) to present (December 31, 2016) to the MSCI Emerging Markets Index.

LOGO

²Performance numbers for the Series and the Index are calculated from November 16, 2011, the Class S inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 1.15% for Class S and 0.90% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.25% for Class S and 1.00% for Class I for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on December 18, 2013, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Emerging Markets Series - Class S.

⁵The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets and consists of 23 emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

Emerging Markets Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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 sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the Hypothetical lines for each Class in the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$ 965.30	$5.68	1.15%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.36	$5.84	1.15%
Class I
Actual	$1,000.00	$ 967.60	$4.45	0.90%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.61	$4.57	0.90%

Emerging Markets Series

Portfolio Composition as of December 31, 2016

LOGO

Emerging Markets Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 93.3%

Consumer Discretionary - 12.1%
Diversified Consumer Services - 4.0%
Fu Shou Yuan International Group Ltd. (China)¹		4,414,000	$	2,605,935
Kroton Educacional S.A. (Brazil)		456,780		1,870,795


				4,476,730

Media - 4.5%
Dish TV India Ltd. (India)*¹		2,554,620		3,174,941
Global Mediacom Tbk PT (Indonesia)¹		19,040,380		866,363
Surya Citra Media Tbk PT (Indonesia)¹		5,377,700		1,112,189


				5,153,493

Specialty Retail - 1.6%
Mr Price Group Ltd. (South Africa)¹		160,980		1,867,234

Textiles, Apparel & Luxury Goods - 2.0%
ANTA Sports Products Ltd. (China)¹		745,000		2,214,003


Total Consumer Discretionary				13,711,460

Consumer Staples - 23.2%
Beverages - 5.9%
Ambev S.A. - ADR (Brazil)		476,690		2,340,548
Cia Cervecerias Unidas S.A. - ADR (Chile)		143,960		3,020,281
Fomento Economico Mexicano S.A.B. de C.V. - ADR (Mexico)		17,710		1,349,679


				6,710,508

Food Products - 12.3%
Adecoagro S.A. (Argentina)*		258,040		2,678,455
BRF S.A. - ADR (Brazil)		144,890		2,138,576
Gruma S.A.B de C.V. - Class B (Mexico)		127,280		1,617,275
Sao Martinho S.A. (Brazil)		551,160		3,302,185
Tiger Brands Ltd. (South Africa)¹		84,740		2,449,704
Universal Robina Corp. (Philippines)¹		518,820		1,704,170


				13,890,365

Tobacco - 5.0%
Gudang Garam Tbk PT (Indonesia)¹		733,140		3,470,051
KT&G Corp. (South Korea)¹		26,580		2,223,412


				5,693,463


Total Consumer Staples				26,294,336

Energy - 1.8%
Oil, Gas & Consumable Fuels - 1.8%
Cosan S.A. Industria e Comercio (Brazil)		169,390		1,985,507


Financials - 5.3%
Banks - 2.8%
ICICI Bank Ltd. - ADR (India)		321,530		2,408,260

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

Emerging Markets Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Banks (continued)
IDFC Bank Ltd. (India)¹		880,050	$	775,134


				3,183,394

Capital Markets - 1.9%
JSE Ltd. (South Africa)¹		172,470		2,062,921

Diversified Financial Services - 0.6%
IDFC Ltd. (India)*¹		880,050		693,658


Total Financials				5,939,973

Health Care - 19.1%
Biotechnology - 1.5%
China Biologic Products, Inc. (China)*		15,240		1,638,605

Health Care Equipment & Supplies - 4.6%
Ginko International Co. Ltd. (Taiwan)¹		338,540		3,503,152
St. Shine Optical Co. Ltd. (Taiwan)¹		91,880		1,753,933


				5,257,085

Health Care Providers & Services - 8.6%
Apollo Hospitals Enterprise Ltd. (India)¹		105,674		1,833,742
Fortis Healthcare Ltd. (India)*¹		959,730		2,551,459
KPJ Healthcare Berhad (Malaysia)¹		2,657,640		2,476,357
Siloam International Hospitals Tbk PT (Indonesia)*¹		3,564,600		2,881,926


				9,743,484

Pharmaceuticals - 4.4%
Genomma Lab Internacional S.A.B. de C.V. - Class B (Mexico)*		1,890,980		1,962,164
Glenmark Pharmaceuticals Ltd. (India)¹		131,640		1,719,486
Sun Pharmaceutical Industries Ltd. (India)¹		141,770		1,312,605


				4,994,255


Total Health Care				21,633,429

Industrials - 7.7%
Aerospace & Defense - 4.9%
Korea Aerospace Industries Ltd. (South Korea)¹		65,326		3,614,229
LIG Nex1 Co. Ltd. (South Korea)¹		29,200		1,944,075


				5,558,304

Commercial Services & Supplies - 1.2%
KEPCO Plant Service & Engineering Co. Ltd. (South Korea)¹		30,610		1,371,651

Electrical Equipment - 1.6%
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		2,052,000		1,770,170


Total Industrials				8,700,125

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

Emerging Markets Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology - 17.5%
Internet Software & Services - 7.7%
Alibaba Group Holding Ltd. - ADR (China)*		23,780	$	2,088,122
Baidu, Inc. - ADR (China)*		17,810		2,928,142
MiX Telematics Ltd. - ADR (South Africa)		254,040		1,572,508
Tencent Holdings Ltd. - Class H (China)¹		89,300		2,165,267


				8,754,039

Semiconductors & Semiconductor Equipment - 5.3%
MediaTek, Inc. (Taiwan)¹		396,000		2,645,574
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		115,130		3,309,988


				5,955,562

Technology Hardware, Storage & Peripherals - 4.5%
Samsung Electronics Co. Ltd. (South Korea)¹		3,400		5,060,264


Total Information Technology				19,769,865

Telecommunication Services - 6.6%
Diversified Telecommunication Services - 1.7%
Bharti Infratel Ltd. (India)¹		375,991		1,900,122

Wireless Telecommunication Services - 4.9%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		308,320		3,875,582
China Mobile Ltd. - Class H (China)¹		160,430		1,691,442


Total Telecommunication Services				7,467,146

TOTAL COMMON STOCKS
(Identified Cost $109,309,316)				105,501,841


MUTUAL FUND - 1.5%
iShares MSCI India ETF (United States)
(Identified Cost $1,785,881)		64,780		1,736,752


SHORT-TERM INVESTMENT - 4.8%

Dreyfus Government Cash Management² , 0.45%,
(Identified Cost $5,487,028)		5,487,028		5,487,028

TOTAL INVESTMENTS - 99.6%
(Identified Cost $116,582,225)				112,725,621
OTHER ASSETS, LESS LIABILITIES - 0.4%				404,010


NET ASSETS - 100%			$	113,129,631

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

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

Emerging Markets Series

Investment Portfolio - December 31, 2016

*Non-income producing security.

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

²Rate shown is the current yield as of December 31, 2016.

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

India - 14.5%; China - 13.5%; South Korea - 12.6%.; Taiwan - 11.5%; Brazil - 10.3%.

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

Emerging Markets Series

Statement of Assets & Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $116,582,225) (Note 2)	$	112,725,621
Receivable for fund shares sold		471,398
Dividends receivable		241,351
Prepaid expenses		14,347


TOTAL ASSETS		113,452,717


LIABILITIES:

Accrued management fees (Note 3)		57,519
Accrued shareholder services fees (Class S) (Note 3)		22,823
Accrued fund accounting and administration fees (Note 3)		13,926
Accrued transfer agent fees (Note 3)		5,406
Accrued Directors’ fees (Note 3)		438
Accrued Chief Compliance Officer service fees (Note 3)		346
Accrued foreign capital gains tax (Note 2)		10,116
Payable for fund shares repurchased		153,921
Accrued custodian fees		48,831
Other payables and accrued expenses		9,760


TOTAL LIABILITIES		323,086


TOTAL NET ASSETS	$	113,129,631


NET ASSETS CONSIST OF:

Capital stock	$	132,741
Additional paid-in-capital		134,104,950
Undistributed net investment income		336,984
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(17,578,308	)
Net unrealized depreciation on investments (net of foreign capital gain tax of $10,116), foreign currency and translation of other assets and liabilities		(3,866,736	)


TOTAL NET ASSETS	$	113,129,631


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($108,291,879/ 12,708,766 shares)	$	8.52


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($4,837,752/ 565,323 shares)	$	8.56

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

Emerging Markets Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $208,713)	$	1,582,321


EXPENSES:

Management fees (Note 3)		718,851
Shareholder services fees (Class S)(Note 3)		242,804
Fund accounting and administration fees (Note 3)		57,467
Transfer agent fees (Note 3)		20,204
Directors’ fees (Note 3)		7,767
Chief Compliance Officer service fees (Note 3)		3,948
Custodian fees		101,073
Audit fees		55,175
Miscellaneous		60,542


Total Expenses		1,267,831
Less reduction of expenses (Note 3)		(100,789	)


Net Expenses		1,167,042


NET INVESTMENT INCOME		415,279


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

Net realized loss on- Investments		(3,378,479	)
Foreign currency and translation of other assets and liabilities		(75,957	)


		(3,454,436	)

Net change in unrealized appreciation (depreciation) on- Investments (net of decrease in accrued foreign capital gains tax of $66,205)		5,579,655
Foreign currency and translation of other assets and liabilities		405


		5,580,060


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		2,125,624


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,540,903

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

Emerging Markets Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income	$	415,279		$	457,156
Net realized loss on investments and foreign currency		(3,454,436	)		(14,347,224	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		5,580,060			2,929,241


Net increase (decrease) from operations		2,540,903			(10,960,827	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(172,763	)		—
From net investment income (Class I)		(7,827	)		—
From net realized gain on investments (Class S)		—			(363,326	)
From net realized gain on investments (Class I)		—			(34,060	)


Total distributions to shareholders		(180,590	)		(397,386	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		22,061,523			(8,085,153	)


Net increase (decrease) in net assets		24,421,836			(19,443,366	)

NET ASSETS:

Beginning of year		88,707,795			108,151,161


End of year (including undistributed net investment income of $336,984 and $178,252, respectively)	$	113,129,631		$	88,707,795

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

Emerging Markets Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.26		$	9.24		$	11.40		$	11.64		$	9.85

Income (loss) from investment operations:
Net investment income¹		0.03			0.04			0.28	²		0.06			0.04
Net realized and unrealized gain (loss) on investments		0.24			(0.98	)		(1.67	)		0.95			2.20


Total from investment operations		0.27			(0.94	)		(1.39	)		1.01			2.24


Less distributions to shareholders:
From net investment income		(0.01	)		—			(0.29	)		(0.02	)		(0.03	)
From net realized gain on investments		—			(0.04	)		(0.48	)		(1.23	)		(0.42	)


Total distributions to shareholders		(0.01	)		(0.04	)		(0.77	)		(1.25	)		(0.45	)

Net asset value - End of year	$	8.52		$	8.26		$	9.24		$	11.40		$	11.64

Net assets - End of year (000’s omitted)	$	108,292		$	82,689		$	91,178		$	104,884		$	95,253

Total return³		3.31	%		(10.18	%)		(12.24	%)		8.91	%		22.77	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.15	%		1.15	%		1.15	%		1.20	%		1.20	%
Net investment income		0.39	%		0.46	%		2.54	%²		0.54	%		0.39	%
Portfolio turnover		28	%		61	%		26	%		44	%		40	%

Effective December 18, 2013, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.10	%		0.11	%		0.11	%		0.09	%		N/A

¹ Calculated based on average shares outstanding during the years.

² Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.05 and the net investment income ratio would have been 0.48%.

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

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

Emerging Markets Series

Financial Highlights - Class I


	FOR THE YEARS ENDED									FOR THE PERIOD 12/18/13¹ TO 12/31/13
	12/31/16			12/31/15			12/31/14			FOR THE PERIOD 12/18/13¹ TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.27		$	9.24		$	11.40		$	11.18

Income (loss) from investment operations:
Net investment income²		0.05			0.04			0.43	³		0.01
Net realized and unrealized gain (loss) on investments		0.25			(0.97	)		(1.79	)		0.21


Total from investment operations		0.30			(0.93	)		(1.36	)		0.22


Less distributions to shareholders:
From net investment income		(0.01	)		—			(0.32	)		—
From net realized gain on investments		—			(0.04	)		(0.48	)		—


Total distributions to shareholders		(0.01	)		(0.04	)		(0.80	)		—

Net asset value - End of period	$	8.56		$	8.27		$	9.24		$	11.40

Net assets - End of period (000’s omitted)	$	4,838		$	6,018		$	16,973		$	1,088

Total return⁴		3.67	%		(10.07	%)		(11.98	%)		1.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.90	%		0.90	%		0.90	%		1.89	%⁵
Net investment income		0.64	%		0.44	%		3.93	%³		4.91	%^5,6
Portfolio turnover		28	%		61	%		26	%		44	%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.10	%		0.10	%		0.14	%		N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.08 and the net investment income ratio would have been 0.72%.

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

⁵Annualized.

⁶The annualized net investment income ratio may not be indicative of operating results for a full year.

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

Emerging Markets Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Emerging Markets Series Class S common stock, and 100 million have been designated as Emerging Markets Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Emerging Markets Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	13,711,460	$	1,870,795	$	11,840,665	$	—
Consumer Staples		26,294,336		16,446,999		9,847,337		—
Energy		1,985,507		1,985,507		—		—
Financials		5,939,973		2,408,260		3,531,713		—
Health Care		21,633,429		3,600,769		18,032,660		—
Industrials		8,700,125		—		8,700,125		—
Information Technology		19,769,865		9,898,760		9,871,105		—
Telecommunication Services		7,467,146		3,875,582		3,591,564		—
Mutual funds		7,223,780		7,223,780		—		—

Total assets	$	112,725,621	$	47,310,452	$	65,415,169	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Emerging Markets Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

The 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. As of December 31, 2016, no investments in forward foreign currency exchange contracts were held by the Series.

Federal Taxes

Emerging Markets Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At December 31, 2016, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

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

Emerging Markets Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.90% of average daily net assets each year. Accordingly, the Advisor waived fees of $100,789 for the year ended December 31, 2016, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $46,338,149 and $26,993,019, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Emerging Markets Series were:


CLASS S:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,482,721		$	38,849,898			1,504,854		$	13,012,457
Reinvested		18,752			168,367			47,302			358,638
Repurchased		(1,805,374	)		(15,509,348	)		(1,405,668	)		(11,918,951	)

Total		2,696,099		$	23,508,917			146,488		$	1,452,144

Emerging Markets Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


CLASS I:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		813		$	6,636			841,435		$	7,078,222
Reinvested		865			7,789			3,319			25,225
Repurchased		(163,781	)		(1,461,819	)		(1,954,570	)		(16,640,744	)

Total		(162,103	)	$	(1,447,394	)		(1,109,816	)	$	(9,537,297	)

Approximately 73% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gain and losses, including foreign currency gains and losses and foreign taxes. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $75,957 was reclassified within the capital accounts to Accumulated Net Realized Loss on Investments from Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	180,590	$	699
Long-term capital gains	$	—	$	396,687

Emerging Markets Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	116,582,225
Unrealized appreciation		10,346,016
Unrealized depreciation		(14,202,620	)

Net unrealized depreciation	$	(3,856,604	)

Undistributed ordinary income	$	336,984
Capital loss carryforward	$	(17,578,308	)

At December 31, 2016, the Series had net short-term capital loss carryforwards of $5,198,803 and net long-term capital loss carryforwards of $12,379,505, which may be carried forward indefinitely.

Emerging Markets Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Emerging Markets Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Emerging Markets Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $1,030,557 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series has elected to pass through to its shareholders the foreign taxes paid for the year ended December 31, 2016. The Series had $1,762,566 in foreign source income and paid foreign taxes of $164,709.

Emerging Markets Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Emerging Markets Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Emerging Markets Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)

Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008)
		The Ashley Group (property management and investment)(1995-2008)
		Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC(investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)

Emerging Markets Series


Directors’ and Officers’ Information
(unaudited)
Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government)(2015-present)
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Emerging Markets Series


Directors’ and Officers’ Information
(unaudited)
Officers (continued)

Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary-Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Emerging Markets Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEMS-12/16-AR

LOGO

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Fund Commentary

(unaudited)

Investment Objective

Strategic Income Conservative Series: Primarily to manage against capital risk and generate income, with the pursuit of long-term capital growth as a secondary objective.

Strategic Income Moderate Series: To manage against capital risk while generating income and pursuing long-term capital growth.

Performance Commentary

The Strategic Income Conservative Series delivered positive absolute returns during 2016, with the Class S shares returning 6.13% and outperforming its blended benchmark, which returned 5.64%. The Strategic Income Moderate Series Class S returned 9.10%, outperforming its blended benchmark, which returned 8.36%.

Regarding relative performance, equity and fixed income selection decisions drove each Series’ outperformance relative to its blended benchmarks during the year. The Series’ allocation to high yield bonds was also a positive contributor to returns versus the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index, which does not maintain an allocation to high yield.

Regarding fixed income positioning, we continue to view the economic outlook as supportive of corporate bonds, so we maintain a sizeable allocation to the corporate sector. The corporate bond allocation consists primarily of investment grade securities, but the Series continue to provide selective exposure to high yield as well. Corporate bonds have been a primary focus area for us over the past few years, and we believe they remain an attractive option as businesses continue to experience the benefits of a slowly improving U.S. economy. We view the Series’ current positioning as appropriate, but it is likely that we will look to reduce exposure to the corporate bond sector as we get later in the credit cycle as credit spreads tighten and the availability of funds contracts.

The Series’ portfolios also contain meaningful exposure to securitized credit, largely commercial mortgage-backed securities. We continue to believe a modest fixed income duration remains in shareholders’ best interests. Despite the recent spike in interest rates, they are still historically low. Given that, we maintain our view that investors are not being adequately compensated to hold significant amounts of long-term debt. Should interest rates continue to increase to more attractive levels (causing prices to decline), we would look to increase duration through the purchase of longer maturity treasuries or agencies to take advantage of higher levels of income. If rates consolidate and prices rise, we may look to reduce duration.

Within the equity portion of each Series, we are seeking to achieve competitive total return through a combination of price/capital appreciation and income. We do this by focusing on specific attributes of companies that exemplify the fundamentals we seek out and are trading at attractive valuations.

Many of these investments reflect an emphasis on businesses with high free cash flow yields, stable fundamentals, and a competitive dividend. By including companies with these characteristics, we are able to manage risk for our clients while pursuing both growth and income generation opportunities. Historical evidence shows that over a full market cycle, companies with high free cash flow yields and high dividend yields have shown better downside protection than the overall stock market. We are also targeting companies that have the potential to provide a growing level of dividend income going forward, are trading at a meaningful discount from their intrinsic value reflected by their current cash-generating ability, and/or are expected to be beneficiaries of special situations such as those driven by economic or capital market cycles.

Additionally, the Series’ allocation to real estate is primarily focused on real estate investment trusts (REITs). We continue to emphasize companies with one or more of the following characteristics: strong market position, well-positioned to benefit from an anticipated upturn in an industry sub-sector due to sharply reduced competition and improving demand, and/or very low valuation relative to fundamental break-up value. This has led us to position the Series in sectors such as Timber REITs, Outdoor Advertising REITs, and Single Family Housing REITs.

Fund Commentary

(unaudited)

Performance Commentary (continued)

inflation, particularly in the United States. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular growth trends in an effort to generate above market returns. We continue to anticipate volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

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

Please see the next pages for additional performance information as of December 31, 2016.

All investments involve risks, including possible loss of principal. An investment in the Series will fluctuate in response to stock market movements and changes in interest rates. Because the Series invests in a combination of other affiliated funds, it is subject to asset allocation risk as well as the risks associated with each underlying fund’s investment portfolio. These may include the risk that dividends may be discontinued or decreased; small-cap/mid-cap risk, including the risk that stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies; risks related to investments in options, which, like all derivatives, can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk; risks related to the direct ownership of real estate (including REITs) such as interest rate risk, liquidity risk, and changes in property value, among others; foreign investment risk, including fluctuating currency values, different accounting standards, and economic and political instability, as well as the risk that investments in emerging markets may be more volatile than investments in developed markets; issuer-specific risk; and the increased default risk associated with higher-yielding, lower-rated securities. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Additionally, a portion of the Series’ underlying holdings may be invested in business development companies (BDCs) or master limited partnerships (MLPs). BDCs are subject to additional risks, as they generally invest in less mature private companies or thinly traded U.S. public companies which involve greater risk than well-established publicly-traded companies. MLPs are subject to additional risks, including, risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries or other natural resources. Moreover, the potential tax benefits from investing in MLPs depend on their continued treatment as partnerships for federal income tax purposes.

Performance Update - Strategic Income Conservative Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹	TOTAL RETURN SINCE INCEPTION²
Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class S³	6.13%	4.64%
Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class I³	6.49%	4.90%
Bloomberg Barclays U.S. Intermediate Aggregate Bond Index⁴	1.97%	1.57%
15/5/10/70 Blended Index⁵	5.64%	4.53%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class S from its inception² (8/1/12) to present (12/31/16) to the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index and the 15/5/10/70 Blended Index.

LOGO

²Performance numbers for the Series and the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index, a component of the Strategic Income Conservative Series Blended Index, are calculated from August 1, 2012, the Series’ inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.30% for Class S and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.89% for Class S and 0.64% for Class I for the year ended December 31, 2016.

⁴The Bloomberg Barclays U.S Intermediate Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁵The 15/5/10/70 Blended Index is represented by 15% Russell 3000^®; Value Index (Russell 3000 Value), 5% MSCI ACWI ex USA Index (ACWIxUS), 10% MSCI U.S. Real Estate Investment Trust (REIT) Index, and 70% Bloomberg Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 3000^®; Index companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 45 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. The MSCI U.S. REIT Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any

Performance Update - Strategic Income Conservative Series

(unaudited)

applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the comparative Indices.

Performance Update - Strategic Income Moderate Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹	TOTAL RETURN SINCE INCEPTION²
Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class S³	9.10%	6.59%
Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class I³	9.36%	6.83%
Bloomberg Barclays U.S. Aggregate Bond Index⁴	2.65%	1.71%
32/8/10/50 Blended Index⁵	8.36%	6.83%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class S from its inception² (8/1/12) to present (12/31/16) to the Bloomberg Barclays U.S. Aggregate Bond Index and the 32/8/10/50 Blended Index.

LOGO

²Performance numbers for the Series and the Bloomberg Barclays U.S. Aggregate Bond Index, a component of the Strategic Income Moderate Series Blended Index, are calculated from August 1, 2012, the Series’ inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.30% for Class S and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.86% for Class S and 0.61% for Class I for the year ended December 31, 2016.

⁴The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁵The Strategic Income Moderate Benchmark was 40/10/10/40 Blended Index from 05/01/2012 - 09/30/2013. Since 10/01/2013, the benchmark has been the 32/8/10/50 Blended Index. The 40/10/10/40 Blended Index was represented by 40% Russell 3000^® Value Index (Russell 3000 Value), 10% MSCI ACWI ex USA Index (ACWIxUS), 10% MSCI U.S. Real Estate Investment Trust (REIT) Index, and 40% Bloomberg Barclays U.S. Aggregate Bond Index (BAB). The 32/8/10/50 Blended Index is represented by 32% Russell 3000 Value, 8% ACWIxUS, 10% REIT Index, and 50% BAB. Russell 3000 Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 3000^® Index companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 45 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. The MSCI U.S. REIT Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity

Performance Update - Strategic Income Moderate Series

(unaudited)

REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation.

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Conservative Series
Actual (Class S)	$1,000.00	$1,011.00	$1.52	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.63	$1.53	0.30%

Actual (Class I)	$1,000.00	$1,013.30	$0.25	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.89	$0.25	0.05%


	BEGINNING ACCOUNT VALUE 7/1/16	ENDING ACCOUNT VALUE 12/31/16	EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16	ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Moderate Series
Actual (Class S)	$1,000.00	$1,031.00	$1.53	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.63	$1.53	0.30%

Actual (Class I)	$1,000.00	$1,031.40	$0.26	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.89	$0.25	0.05%

¹Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would have been higher.

²Expenses are equal to each Class’ annualized expense ratio (for the six month period), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

Portfolio Composition as of December 31, 2016 - Asset Allocation¹

(unaudited)

LOGO

Investment Portfolios - December 31, 2016


STRATEGIC INCOME CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Fund, Inc. - Core Bond Series, Class I		1,182,557	$	11,553,580
Manning & Napier Fund, Inc. - Disciplined Value Series, Class I		176,246		2,608,434
Manning & Napier Fund, Inc. - Equity Income Series, Class I		218,848		2,400,759
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		76,871		661,857
Manning & Napier Fund, Inc. - Real Estate Series, Class I		243,553		1,712,176
Manning & Napier Fund, Inc. - Unconstrained Bond Series, Class I		336,743		3,124,973


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $22,574,186)				22,061,779
LIABILITIES, LESS OTHER ASSETS - (0.0%)#				(10,675	)


NET ASSETS - 100%			$	22,051,104


STRATEGIC INCOME MODERATE SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Fund, Inc. - Core Bond Series, Class I		803,271	$	7,847,955
Manning & Napier Fund, Inc. - Disciplined Value Series, Class I		335,730		4,968,804
Manning & Napier Fund, Inc. - Equity Income Series, Class I		434,137		4,762,488
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		133,119		1,146,151
Manning & Napier Fund, Inc. - Real Estate Series, Class I		253,330		1,780,911
Manning & Napier Fund, Inc. - Unconstrained Bond Series, Class I		249,845		2,318,565


TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $23,314,961)				22,824,874
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(11,540	)


NET ASSETS - 100%			$	22,813,334

#Less than 0.1%.

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

Statements of Assets and Liabilities

December 31, 2016


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
ASSETS:

Total investments in Underlying Series:
At value* (Note 2)	$	22,061,779		$	22,824,874
Receivable from Advisor (Note 3)		7,881			7,886
Receivable for fund shares sold		—			50
Prepaid expenses		12,659			12,086


TOTAL ASSETS		22,082,319			22,844,896

LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		12,017			12,058
Accrued shareholder services fees (Class S) (Note 3)		3,081			3,985
Accrued transfer agent fees (Note 3)		1,394			933
Accrued Chief Compliance Officer service fees (Note 3)		346			346
Payable for shares of Underlying Series purchased		—			50
Audit fees payable		5,901			5,900
Custodian fees payable		6,892			6,865
Other payables and accrued expenses		1,584			1,425


TOTAL LIABILITIES		31,215			31,562


TOTAL NET ASSETS	$	22,051,104		$	22,813,334

NET ASSETS CONSIST OF:
Capital stock		21,932			21,525
Additional paid-in-capital		22,923,672			23,343,470
Undistributed net investment income		697			—
Accumulated net realized loss on Underlying Series		(382,790	)		(61,574	)
Net unrealized depreciation on Underlying Series		(512,407	)		(490,087	)


TOTAL NET ASSETS	$	22,051,104		$	22,813,334

Class S
Net Assets	$	14,588,395		$	19,061,588
Shares Outstanding		1,451,130			1,798,507
Net Asset Value, Offering Price, and Redemption Price per share	$	10.05		$	10.60
Class I
Net Assets	$	7,462,709		$	3,751,746
Shares Outstanding		742,106			353,997
Net Asset Value, Offering Price, and Redemption Price per share	$	10.06		$	10.60

*At identified cost	$	22,574,186		$	23,314,961

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

Statements of Operations

For the Year Ended December 31, 2016


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
INVESTMENT INCOME:
Income distributions from Underlying Series	$	520,088		$	593,290

EXPENSES:
Fund accounting and administration fees (Note 3)		52,818			56,823
Shareholder services fees (Class S) (Note 3)		33,831			42,836
Transfer agent fees (Note 3)		4,179			3,273
Chief Compliance Officer service fees (Note 3)		3,948			3,947
Directors’ fees (Note 3)		2,178			2,166
Audit fees		19,814			19,820
Custodian fees		18,363			12,700
Registration and filing fees		17,875			17,771
Miscellaneous		12,083			12,338


Total Expenses		165,089			171,674
Less reduction of expenses (Note 3)		(120,990	)		(118,311	)


Net Expenses		44,099			53,363


NET INVESTMENT INCOME		475,989			539,927

REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized loss on Underlying Series		(391,149	)		(270,506	)
Distributions of realized gains from Underlying Series		348,328			493,674
Net change in unrealized appreciation (depreciation) on Underlying Series		687,902			1,052,606


NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		645,081			1,275,774


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,121,070		$	1,815,701

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

Statements of Changes in Net Assets


	STRATEGIC INCOME CONSERVATIVE SERIES						STRATEGIC INCOME MODERATE SERIES
	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15			FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	475,989		$	556,451		$	539,927		$	480,733
Net realized loss on Underlying Series		(391,149	)		(606,567	)		(270,506	)		(404,744	)
Distributions of realized gains from Underlying Series		348,328			678,793			493,674			874,553
Net change in unrealized appreciation (depreciation) on underlying series		687,902			(555,558	)		1,052,606			(1,181,351	)

Net increase (decrease) from operations		1,121,070			73,119			1,815,701			(230,809	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(425,185	)		(270,369	)		(593,606	)		(305,331	)
From net investment income (Class I)		(229,331	)		(196,856	)		(138,150	)		(82,328	)
From net realized gain on investments (Class S)		(156,685	)		(382,143	)		(463,018	)		(324,852	)
From net realized gain on investments (Class I)		(70,251	)		(248,743	)		(102,795	)		(84,241	)


Total distributions to shareholders		(881,452	)		(1,098,111	)		(1,297,569	)		(796,752	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 6)		1,760,174			(6,584,717	)		2,306,713			3,128,900


Net increase (decrease) in net assets		1,999,792			(7,609,709	)		2,824,845			2,101,339

NET ASSETS:

Beginning of year		20,051,312			27,661,021			19,988,489			17,887,150

End of year (including undistributed net investment income of $697, $88,535, $0 and $97,437, respectively)	$	22,051,104		$	20,051,312		$	22,813,334		$	19,988,489

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

Financial Highlights


	FOR THE YEARS ENDED												FOR THE PERIOD
STRATEGIC INCOME CONSERVATIVE SERIES CLASS S	12/31/16			12/31/15			12/31/14			12/31/13			8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.87		$	10.33		$	10.24		$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income^2,3		0.23			0.23			0.37			0.39			0.30
Net realized and unrealized gain (loss) on investments		0.37			(0.23	)		0.28			0.10			0.01


Total from investment operations		0.60			—			0.65			0.49			0.31


Less distributions to shareholders:
From net investment income		(0.31	)		(0.19	)		(0.35	)		(0.30	)		(0.24	)
From net realized gain on investments		(0.11	)		(0.27	)		(0.21	)		(0.02	)		(0.00	)⁴


Total distributions to shareholders		(0.42	)		(0.46	)		(0.56	)		(0.32	)		(0.24	)


Net asset value - End of period	$	10.05		$	9.87		$	10.33		$	10.24		$	10.07


Net assets - End of period (000’s omitted)	$	14,588		$	13,420		$	15,394		$	8,927		$	2,115


Total return⁵		6.13	%		0.08	%		6.30	%		4.96	%		3.12	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%⁶		0.30	%⁷		0.30	%⁸		0.30	%⁹		0.30	%^10,11
Net investment income²		2.26	%		2.28	%		3.50	%		3.84	%		2.95	%
Series portfolio turnover¹²		41	%		90	%		39	%		116	%		5	%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.59	%⁶		0.46	%⁷		0.43	%⁸		1.23	%⁹		10.89	%^10,11,13
	FOR THE YEARS ENDED												FOR THE PERIOD
STRATEGIC INCOME CONSERVATIVE SERIES CLASS I	12/31/16			12/31/15			12/31/14			12/31/13			8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.87		$	10.33		$	10.24		$	10.06		$	10.00

Income (loss) from investment operations:
Net investment income^2,3		0.25			0.21			0.41			0.43			0.22
Net realized and unrealized gain (loss) on investments		0.38			(0.18	)		0.26			0.09			0.08


Total from investment operations		0.63			0.03			0.67			0.52			0.30


Less distributions to shareholders:
From net investment income		(0.33	)		(0.22	)		(0.37	)		(0.32	)		(0.24	)
From net realized gain on investments		(0.11	)		(0.27	)		(0.21	)		(0.02	)		(0.00	)⁴


Total distributions to shareholders		(0.44	)		(0.49	)		(0.58	)		(0.34	)		(0.24	)


Net asset value - End of period	$	10.06		$	9.87		$	10.33		$	10.24		$	10.06


Net assets - End of period (000’s omitted)	$	7,463		$	6,632		$	12,267		$	4,013		$	52


Total return⁵		6.49	%		0.34	%		6.55	%		5.28	%		3.08	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%⁷		0.05	%⁸		0.05	%⁹		0.05	%^10,11
Net investment income²		2.42	%		2.08	%		3.92	%		4.19	%		2.15	%
Series portfolio turnover¹²		41	%		90	%		39	%		116	%		5	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.59	%⁶		0.46	%⁷		0.41	%⁸		1.23	%⁹		27.14	%^10,11,13

¹Commencement of operations.

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

³Calculated based on average shares outstanding during the periods.

⁴Less than ($0.01) per share.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.54%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.50%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.48%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.64%.

¹⁰Annualized.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.71%.

¹²Reflects activity of the Series and does not include the activity of the Underlying Series.

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

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

Financial Highlights


	FOR THE YEARS ENDED												FOR THE PERIOD
STRATEGIC INCOME MODERATE SERIES CLASS S	12/31/16			12/31/15			12/31/14			12/31/13			8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.31		$	10.84		$	10.80		$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income^2,3		0.27			0.25			0.38			0.32			0.30
Net realized and unrealized gain (loss) on investments		0.66			(0.36	)		0.34			0.82			0.02


Total from investment operations		0.93			(0.11	)		0.72			1.14			0.32


Less distributions to shareholders:
From net investment income		(0.36	)		(0.20	)		(0.37	)		(0.30	)		(0.25	)
From net realized gain on investments		(0.28	)		(0.22	)		(0.31	)		(0.11	)		(0.00	)⁴


Total distributions to shareholders		(0.64	)		(0.42	)		(0.68	)		(0.41	)		(0.25	)


Net asset value - End of period	$	10.60		$	10.31		$	10.84		$	10.80		$	10.07


Net assets - End of period (000’s omitted)	$	19,062		$	16,040		$	15,751		$	6,722		$	2,019


Total return⁵		9.10	%		(1.01	%)		6.66	%		11.49	%		3.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%⁶		0.30	%⁷		0.30	%⁸		0.30	%⁹		0.30	%^10,11
Net investment income²		2.55	%		2.29	%		3.37	%		2.99	%		2.92	%
Series portfolio turnover¹²		28	%		74	%		35	%		78	%		7	%

*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.56	%⁶		0.57	%⁷		0.73	%⁸		1.82	%⁹		10.28	%^10,11,13
	FOR THE YEARS ENDED												FOR THE PERIOD
STRATEGIC INCOME MODERATE SERIES CLASS I	12/31/16			12/31/15			12/31/14			12/31/13			8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.31		$	10.84		$	10.80		$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income^2,3		0.28			0.30			0.41			0.55			0.22
Net realized and unrealized gain (loss) on investments		0.67			(0.39	)		0.34			0.62			0.10


Total from investment operations		0.95			(0.09	)		0.75			1.17			0.32


Less distributions to shareholders:
From net investment income		(0.38	)		(0.22	)		(0.40	)		(0.33	)		(0.25	)
From net realized gain on investments		(0.28	)		(0.22	)		(0.31	)		(0.11	)		(0.00	)⁴


Total distributions to shareholders		(0.66	)		(0.44	)		(0.71	)		(0.44	)		(0.25	)


Net asset value - End of period	$	10.60		$	10.31		$	10.84		$	10.80		$	10.07


Net assets - End of period (000’s omitted)	$	3,752		$	3,948		$	2,136		$	1,373		$	53


Total return⁵		9.36	%		(0.76	%)		6.90	%		11.73	%		3.29	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%⁷		0.05	%⁸		0.05	%⁹		0.05	%^10,11
Net investment income²		2.63	%		2.76	%		3.65	%		5.17	%		2.16	%
Series portfolio turnover¹²		28	%		74	%		35	%		78	%		7	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.56	%⁶		0.67	%⁷		0.73	%⁸		1.82	%⁹		27.25	%^10,11,13

¹Commencement of operations.

³Calculated based on average shares outstanding during the periods.

⁴Less than ($0.01) per share.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.59%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.57%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.49%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.65%.

¹⁰Annualized.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.70%.

¹²Reflects activity of the Series and does not include the activity of the Underlying Series.

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

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

Notes to Financial Statements

1.	Organization

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

Strategic Income Conservative Series’ investment objective is to manage against capital risk and generate income with a secondary goal of pursuing long-term capital growth. Strategic Income Moderate Series’ investment objective is to manage against capital risk while generating income and pursuing long-term capital growth.

Each Series seeks to achieve its investment objective by investing in a combination of other Manning & Napier mutual funds (the “Underlying Series”). As of December 31, 2016, the Underlying Series include the Core Bond Series, Unconstrained Bond Series, Disciplined Value Series, High Yield Bond Series, Real Estate Series and Equity Income Series of the Fund for Strategic Income Conservative Series and Strategic Income Moderate Series. The financial statements of the Underlying Series, which are available at www.manning-napier.com, should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue two classes of shares (Class S and I). Each class of shares is substantially the same, except that Class S shares bear a shareholder services fee.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated in each of the Series for Class S common stock and 100 million have been designated in each of the Series for Class I common stock.

2.	Significant Accounting Policies

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

Security Valuation

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

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

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


	STRATEGIC INCOME CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	22,061,779	$	22,061,779	$	—	$	—

Total assets:	$	22,061,779	$	22,061,779	$	—	$	—


	STRATEGIC INCOME MODERATE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	22,824,874	$	22,824,874	$	—	$	—

Total assets:	$	22,824,874	$	22,824,874	$	—	$	—

There were no Level 2 or Level 3 securities held by either of the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

Fund’s Board, taking into consideration, among other things, the nature and type of expense. Income, expenses (other than shareholder services fees), and realized and unrealized gains and losses are prorated among the classes based on the relative net assets of each class. Class specific expenses are directly charged to that class. Expenses included in the accompanying Statements of Operations do not include any expense of the Underlying Series.

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At December 31, 2016, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2013 through December 31, 2016. The Series are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

Distributions to shareholders of net investment income are made quarterly. 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

Notes to Financial Statements (continued)

3.	Transactions with Affiliates

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

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

The Advisor has contractually agreed, until at least April 30, 2017, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of each class’ shareholder services fee, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the year ended December 31, 2016, the Advisor reimbursed expenses of $120,990 for Strategic Income Conservative Series and $118,311 for Strategic Income Moderate Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.00225% of average daily net assets with an annual base fee of $45,400 per Strategic Income Series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent.

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

Notes to Financial Statements (continued)

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of Underlying Series were as follows:


SERIES	PURCHASES		SALES
Strategic Income Conservative Series	$	10,151,388	$	8,444,791
Strategic Income Moderate Series	$	8,004,359	$	5,957,145

5.	Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the year ended December 31, 2016 is set forth below:


STRATEGIC INCOME CONSERVATIVE SERIES	VALUE AT 12/31/15		PURCHASE COST		SALES PROCEEDS		VALUE AT 12/31/16		SHARES HELD AT 12/31/16		DIVIDEND INCOME 1/1/16 THROUGH 12/31/16		DISTRIBUTIONS AND NET REALIZED GAIN/(LOSS) 1/1/16 THROUGH 12/31/16
Manning & Napier Core Bond Series - Class I	$	9,742,198	$	5,353,593	$	3,482,474	$	11,553,580		1,182,557	$	207,622	$	46,236
Manning & Napier Disciplined Value Series - Class I		2,281,832		1,128,933		995,736		2,608,434		176,246		62,067		(55,982	)
Manning & Napier Equity Income Series - Class I		2,756,878		925,515		1,464,533		2,400,759		218,848		57,060		60,304
Manning & Napier High Yield Bond Series - Class I		380,733		436,586		164,755		661,857		76,871		42,491		(23,692	)
Manning & Napier Real Estate Series - Class I		1,283,449		1,006,035		480,000		1,712,176		243,553		73,145		(21,188	)
Manning & Napier Unconstrained Bond Series - Class I		3,613,339		1,300,726		1,857,293		3,124,973		336,743		77,703		(48,499	)

	$	20,058,429	$	10,151,388	$	8,444,791	$	22,061,779			$	520,088	$	(42,821	)

Notes to Financial Statements (continued)

5.	Investments in Affiliated Issuers (continued)


STRATEGIC INCOME MODERATE SERIES	VALUE AT 12/31/15		PURCHASE COST		SALES PROCEEDS		VALUE AT 12/31/16		SHARES HELD AT 12/31/16		DIVIDEND INCOME 1/1/16 THROUGH 12/31/16		DISTRIBUTIONS AND NET REALIZED GAIN/(LOSS) 1/1/16 THROUGH 12/31/16
Manning & Napier Core Bond Series - Class I	$	5,700,085	$	3,521,324	$	1,328,286	$	7,847,955		803,271	$	138,414	$	35,238
Manning & Napier Disciplined Value Series - Class I		4,387,361		1,332,897		1,145,093		4,968,804		335,730		120,038		34,349
Manning & Napier Equity Income Series - Class I		4,845,989		1,251,749		1,703,024		4,762,488		434,137		111,152		172,512
Manning & Napier High Yield Bond Series - Class I		1,350,787		408,007		701,097		1,146,151		133,119		92,360		(58,342	)
Manning & Napier Real Estate Series - Class I		1,290,709		828,918		268,081		1,780,911		253,330		74,637		59,123
Manning & Napier Unconstrained Bond Series - Class I		2,420,629		661,464		811,564		2,318,565		249,845		56,689		(19,712	)

	$	19,995,560	$	8,004,359	$	5,957,145	$	22,824,874			$	593,290	$	223,168

Notes to Financial Statements (continued)

6.	Capital Stock Transactions

Transactions in shares of Class S and Class I shares were:


STRATEGIC INCOME CONSERVATIVE SERIES:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15						FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
STRATEGIC INCOME CONSERVATIVE SERIES:	CLASS S SHARES			AMOUNTS			CLASS S SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		432,220		$	4,418,471			266,210		$	2,734,472			333,797		$	3,431,363			289,666		$	2,913,017
Reinvested		55,676			562,452			64,309			638,146			29,918			301,686			44,539			443,269
Repurchased		(396,511	)		(3,980,728	)		(460,916	)		(4,710,298	)		(293,517	)		(2,973,070	)		(849,941	)		(8,603,323	)

Total		91,385		$	1,000,195			(130,397	)	$	(1,337,680	)		70,198		$	759,979			(515,736	)	$	(5,247,037	)


STRATEGIC INCOME MODERATE SERIES:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15						FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
STRATEGIC INCOME MODERATE SERIES:	CLASS S SHARES			AMOUNTS			CLASS S SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		438,494		$	4,678,363			448,047		$	4,804,825			12,846		$	141,181			188,772		$	2,061,891
Reinvested		92,565			983,310			56,914			586,644			22,899			242,756			15,953			164,451
Repurchased		(288,012	)		(3,050,696	)		(403,170	)		(4,289,911	)		(64,637	)		(688,201	)		(18,900	)		(199,000	)

Total		243,047		$	2,610,977			101,791		$	1,101,558			(28,892	)	$	(304,264	)		185,825		$	2,027,342

At December 31, 2016, approximately 6% of the shares outstanding of the Strategic Income Moderate Series are fiduciary accounts where the Advisor has sole investment discretion.

7.	Financial Instruments

The Underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the Underlying Series to close out their position(s); and documentation risk relating to disagreement over contract terms. Unconstrained Bond Series held futures contracts and forward foreign currency exchange contracts at December 31, 2016.

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and distributions from the Underlying Series. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $90,689 was reclassified within Strategic Income Conservative Series capital accounts to Undistributed Net Investment Income from Accumulated Net Realized Loss on Investments. For the year ended December 31, 2016, amounts were reclassified within Strategic Income Moderate Series capital accounts to decrease Additional Paid in Capital by $1, increase Undistributed Net Investment Income by $94,392, and decrease Accumulated Net Realized Loss on Investments by $94,391. Any such reclassifications are not reflected in the financial highlights.

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:


	STRATEGIC INCOME CONSERVATIVE SERIES		STRATEGIC INCOME MODERATE SERIES
Ordinary income (2016)	$	654,516	$	733,206
Ordinary income (2015)	$	553,066	$	440,620
Long-term capital gain (2016)	$	226,936	$	564,363
Long-term capital gain (2015)	$	545,045	$	356,132

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
Cost for federal income tax purposes	$	23,003,980		$	23,676,723
Unrealized appreciation		118,823			169,803
Unrealized depreciation		(1,061,024	)		(1,021,652	)

Net unrealized depreciation	$	(942,201	)	$	(851,849	)

Undistributed ordinary income	$	697		$	—
Undistributed long-term capital gains	$	47,004		$	300,188

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of –Strategic Income Conservative Series and Strategic Income Moderate Series:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Income Conservative Series and Strategic Income Moderate Series (each a series of Manning & Napier Fund, Inc. hereafter collectively referred to as the “Series”) as of December 31, 2016, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and transfer agent of the underlying Series, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Supplemental Tax Information

(unaudited)

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

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


Series	QDI
Strategic Income Conservative Series	$	134,833
Strategic Income Moderate Series	$	260,330

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:


Series	DRD%
Strategic Income Conservative Series		20.07	%
Strategic Income Moderate Series		34.56	%

The Series designates Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2016 as follows:


Series	Long-Term Cap Gain Designation
Strategic Income Conservative Series	$	69,818
Strategic Income Moderate Series	$	410,967

Renewal of Investment Advisory Agreement

(unaudited)

•

Renewal of Investment Advisory Agreement

(unaudited)

•

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite – Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016-present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive)(2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage)(1995-2008) The Ashley Group (property management and investment)(1995-2008) Genesee Corporation (holding company)(1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments);
		Managing Member (1991-present) - PMSV Holdings LLC (investments);
		Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014)
		HLTH Corp (WebMD)(information)(2000-2010)
		Cheyne Capital International (investment)(2000-present)
		GMP Companies (investment)(2000-2011)
		Cytos Biotechnology Ltd (biotechnology)(2012-2014)


Directors’ and Officers’ Information (unaudited)
Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit)(2009-present)
		Gotham Early Music Scene, Inc. (non-profit)(2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present)
		Town of Greenburgh NY Planning Board (municipal government)(2015-present)

Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A


Directors’ and Officers’ Information (unaudited)
Officers (continued)

Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) – Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNSTI-12/16-AR

LOGO

Global Fixed Income Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Global Fixed Income Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return by investing principally in fixed income securities of issuers located anywhere in the world. This Series provides access to a diversified portfolio of developed and emerging market bonds primarily consisting of government debt and investment grade corporate debt, bank debt, securitized/collateralized instruments, and money market securities. A substantial portion of its assets may be in high-yield, high-risk bonds. At least 40% of the portfolio will be invested in non-U.S. securities.

Performance Commentary

The Bank of America Merrill Lynch Global Broad Market Index experienced a positive return of 2.17% for 2016. Comparatively, the Global Fixed Income Series was flat for the year, with the Class S shares returning 0.00%. Contributing to relative underperformance was the Series’ currency allocations, an underweight to the Japanese Yen relative to the benchmark, and an overweight to the Mexican Peso, which challenged returns. Additionally, the Series’ lower duration contributed to underperformance, though to a lesser degree.

The Series continues to hold a short duration position given negative “real” or inflation-adjusted yields throughout the developed world. Within emerging markets, Mexican bonds experienced a further sell-off, particularly during the fourth quarter of 2016, given negative rhetoric associated with the U.S. presidential election. That said, we continue to view them as an attractive investment opportunity, particularly on a currency basis.

Within Europe, we continue to find valuations unattractive in most core European countries given negative real yields (and in most instances negative nominal yields including unadjusted for inflation). Relative to the benchmark, we maintain an overweight to Spain given the country’s strong reform efforts and as valuations continue to look attractive compared to other European countries. We find little reason to hold Japanese government bonds on an unhedged basis given the unsustainable fiscal position and continued monetization of debt by the central bank.

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

Please see the next page for additional performance information as of December 31, 2016.

There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Investments in higher-yielding, lower-rated securities involve additional risks, including a higher risk of default and loss of principal. Additionally, funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability.

Global Fixed Income Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Global Fixed Income Series - Class S^3,4		0.00	%		-1.14	%
Manning & Napier Fund, Inc. - Global Fixed Income Series - Class I³		0.22	%		-0.98	%
Bank of America (BofA) Merrill Lynch Global Broad Market Index⁵		2.17	%		-0.56	%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Global Fixed Income Series - Class I from its inception² (October 1, 2012) to present (December 31, 2016) to the BofA Merrill Lynch Global Broad Market Index.

LOGO

²Performance numbers for the Series and Index are calculated from October 1, 2012, the Class I inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.85% for Class S and 0.70% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.88% for Class S and 0.73% for Class I for the year ended December 31, 2016.

⁴For periods prior to April 1, 2013 (the inception date of Class S shares), performance for the Class S shares is hypothetical and is based on the historical performance of the Class I shares adjusted for the Class S shares charges and expenses.

⁵The Bank of America (BofA) Merrill Lynch Global Broad Market Index is a capitalization-weighted index that tracks the performance of publicly issued debt in the major domestic and eurobond markets, including sovereign, quasi-government, corporate, securitized and collateralized securities. The Index is rebalanced on the last calendar day of each month and only includes investment-grade securities with maturities of at least one year and a fixed coupon schedule. Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

Global Fixed Income Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$963.00		$4.19		0.85%
Hypothetical (5% return before expenses)		$1,000.00		$1,020.86		$4.32		0.85%
Class I
Actual		$1,000.00		$981.45		$3.49		0.70%
Hypothetical (5% return before expenses)		$1,000.00		$1,021.62		$3.56		0.70%

Global Fixed Income Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS - 24.6%

Non-Convertible Corporate Bonds - 24.6%
Consumer Discretionary - 1.3%
Auto Components - 0.3%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		Baa1		430,000	$	445,484

Household Durables - 0.6%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)³, 6.125%, 7/1/2022		B1		200,000		201,000
Meritage Homes Corp. (United States), 7.00%, 4/1/2022		Ba2		90,000		97,425
NVR, Inc. (United States), 3.95%, 9/15/2022		Baa2		640,000		652,255
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc. (United States), 4.375%, 6/15/2019		B1		100,000		101,750
Weekley Homes LLC - Weekley Finance Corp. (United States), 6.00%, 2/1/2023		Caa1		115,000		102,350


						1,154,780

Media - 0.2%
Sirius XM Radio, Inc. (United States)³, 5.375%, 4/15/2025		Ba3		150,000		149,250
VTR Finance B.V. (Chile)³, 6.875%, 1/15/2024		B1		200,000		206,500


						355,750

Multiline Retail - 0.2%
Dollar General Corp. (United States), 3.25%, 4/15/2023		Baa2		390,000		384,862


Total Consumer Discretionary						2,340,876

Consumer Staples - 1.4%
Beverages - 0.6%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A3		340,000		378,715
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		A3		260,000		391,012
PepsiCo, Inc. (United States), 3.10%, 7/17/2022		A1		370,000		380,109


						1,149,836

Food & Staples Retailing - 0.6%
C&S Group Enterprises LLC (United States)³, 5.375%, 7/15/2022		Ba3		215,000		207,475
CVS Health Corp. (United States), 3.50%, 7/20/2022		Baa1		560,000		575,397
The Kroger Co. (United States), 2.60%, 2/1/2021		Baa1		380,000		379,219


						1,162,091

Food Products - 0.1%
Pinnacle Operating Corp. (United States)⁴, 9.00%, 11/15/2020		C		380,000		167,200

Household Products - 0.1%
HRG Group, Inc. (United States), 7.75%, 1/15/2022		Caa1		95,000		99,038


Total Consumer Staples						2,578,165

Energy - 3.3%
Energy Equipment & Services - 0.8%
Ensco plc (United States), 5.20%, 3/15/2025		B1		540,000		466,382
McDermott International, Inc. (United States)³, 8.00%, 5/1/2021		B2		175,000		176,750

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING ¹ (UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Schlumberger Holdings Corp. (United States)³, 3.625%, 12/21/2022		A3			760,000	$	787,735


							1,430,867

Oil, Gas & Consumable Fuels - 2.5%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		A2			760,000		771,360
Cheniere Corpus Christi Holdings LLC (United States)³, 5.875%, 3/31/2025		Ba3			100,000		102,031
Cheniere Corpus Christi Holdings, LLC (United States)³, 7.00%, 6/30/2024		Ba3			140,000		151,550
Chevron Corp. (United States), 1.79%, 11/16/2018		Aa2			390,000		391,484
Columbia Pipeline Group, Inc. (United States), 4.50%, 6/1/2025		Baa2			390,000		409,722
ConocoPhillips Co. (United States), 3.35%, 5/15/2025		Baa2			400,000		394,706
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp. (United States), 6.125%, 3/1/2022		B1			90,000		92,250
Enviva Partners LP - Enviva Partners Finance Corp. (United States)³, 8.50%, 11/1/2021		B2			145,000		151,163
Hilcorp Energy I LP - Hilcorp Finance Co. (United States)³, 5.75%, 10/1/2025		Ba2			80,000		81,000
Kinder Morgan Energy Partners LP (United States), 4.30%, 5/1/2024		Baa3			820,000		839,026
Kinder Morgan, Inc. (United States)³, 5.625%, 11/15/2023		Baa3			390,000		428,068
NGL Energy Partners LP - NGL Energy Finance Corp. (United States)³, 7.50%, 11/1/2023		B2			95,000		98,087
PBF Holding Co. LLC - PBF Finance Corp. (United States)³, 7.00%, 11/15/2023		B1			110,000		109,450
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3			410,000		373,510
Sabine Pass Liquefaction LLC (United States), 5.625%, 2/1/2021		Ba1			145,000		155,150
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp. (United States)³, 5.50%, 9/15/2024		B1			145,000		143,913


							4,692,470


Total Energy							6,123,337

Financials - 9.0%
Banks - 5.5%
Asian Development Bank (Supranational), 1.00%, 8/16/2019		Aaa			1,000,000		984,349
Banco Santander S.A. (Spain), 4.00%, 4/7/2020		Aa2		EUR	100,000		118,644
Bank of America Corp. (United States), 5.70%, 5/2/2017		Baa3			380,000		385,178
Bank of America Corp. (United States), 4.00%, 1/22/2025		Baa3			595,000		595,747
Barclays Bank plc (United Kingdom)³, 10.179%, 6/12/2021		Baa3			310,000		384,930
BNP Paribas Home Loan Covered Bonds S.A. (France), 3.75%, 4/20/2020		AAA	⁵	EUR	50,000		59,464
Citigroup, Inc. (United States), 3.875%, 3/26/2025		Baa3			800,000		794,719
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017		Aaa		AUD	1,680,000		1,215,104
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1			380,000		386,809

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
JPMorgan Chase & Co. (United States), 4.95%, 3/25/2020		A3		720,000	$	775,770
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2		787,000		790,804
Popular, Inc. (United States), 7.00%, 7/1/2019		B2		225,000		232,031
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		Aaa	CAD	1,995,000		1,533,415
Santander Bank N.A. (United States), 8.75%, 5/30/2018		Baa2		240,000		258,309
Santander Holdings USA, Inc. (United States), 2.65%, 4/17/2020		Baa3		270,000		267,605
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017		Aaa	AUD	2,100,000		1,520,671


						10,303,549

Capital Markets - 1.5%
The Goldman Sachs Group, Inc. (United States)⁶, 2.537%, 11/29/2023		A3		790,000		814,496
The Goldman Sachs Group, Inc. (United States), 4.25%, 10/21/2025		Baa2		390,000		396,178
Morgan Stanley (United States), 2.125%, 4/25/2018		A3		590,000		592,351
Morgan Stanley (United States), 5.00%, 11/24/2025		Baa2		550,000		587,558
TD Ameritrade Holding Corp. (United States), 2.95%, 4/1/2022		A3		380,000		384,731


						2,775,314

Consumer Finance - 0.1%
Navient Corp. (United States), 6.125%, 3/25/2024		Ba3		210,000		203,962

Diversified Financial Services - 0.3%
Horizon Pharma, Inc. (United States), 6.625%, 5/1/2023		B3		290,000		276,225
Jefferies Finance LLC - JFIN Co-Issuer Corp. (United States)³, 7.375%, 4/1/2020		B1		245,000		245,000


						521,225

Insurance - 1.2%
American International Group, Inc. (United States), 4.125%, 2/15/2024		Baa1		570,000		591,784
Assured Guaranty US Holdings, Inc. (United States), 5.00%, 7/1/2024		Baa2		1,110,000		1,172,291
Prudential Financial, Inc. (United States)⁷, 5.875%, 9/15/2042		Baa2		370,000		388,038


						2,152,113

Thrifts & Mortgage Finance - 0.4%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp. (United States), 7.375%, 10/1/2017		Ba3		575,000		575,000
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp. (United States)³, 5.875%, 8/1/2021		Ba3		215,000		204,250


						779,250

Total Financials						16,735,413

Health Care - 1.6%
Biotechnology - 0.3%
AbbVie, Inc. (United States), 1.80%, 5/14/2018		Baa2		390,000		390,293

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Biotechnology (continued)
AMAG Pharmaceuticals, Inc. (United States)³, 7.875%, 9/1/2023		B3		150,000	$	150,000


						540,293

Health Care Providers & Services - 1.2%
FMC Finance VIII S.A. (Germany)³, 6.50%, 9/15/2018		Ba2	EU	R 1,540,000		1,790,737
HCA, Inc. (United States), 7.50%, 2/15/2022		B1		120,000		136,200
LifePoint Health Inc. (United States)³, 5.375%, 5/1/2024		Ba2		140,000		137,130
Tenet Healthcare Corp. (United States), 8.125%, 4/1/2022		Caa1		125,000		117,937


						2,182,004

Pharmaceuticals - 0.1%
Concordia International Corp. (Canada)³, 7.00%, 4/15/2023		Caa3		190,000		59,850
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC (United States)³, 5.625%, 10/15/2023		B1		155,000		144,538


						204,388

Total Health Care						2,926,685

Industrials - 2.4%
Aerospace & Defense - 0.1%
Arconic, Inc. (United States), 5.87%, 2/23/2022		Ba2		140,000		149,800

Airlines - 0.3%
Allegiant Travel Co. (United States), 5.50%, 7/15/2019		B1		145,000		149,350
Southwest Airlines Co. (United States), 2.75%, 11/6/2019		Baa1		280,000		284,943
Southwest Airlines Co. (United States), 2.65%, 11/5/2020		Baa1		140,000		140,354


						574,647

Commercial Services & Supplies - 0.1%
Constellis Holdings LLC - Constellis Finance Corp. (United States)³, 9.75%, 5/15/2020		B3		105,000		107,625
Herc Rentals, Inc. (United States)³, 7.50%, 6/1/2022		B3		100,000		105,375


						213,000

Construction & Engineering - 0.2%
Fluor Corp. (United States), 3.50%, 12/15/2024		A3		380,000		384,260

Industrial Conglomerates - 0.8%
General Electric Co. (United States)⁶, 1.261%, 5/5/2026		A1		855,000		827,227
Siemens Financieringsmaatschappij N.V. (Germany)³, 2.90%, 5/27/2022		A1		760,000		765,704


						1,592,931

Machinery - 0.2%
Meritor Inc. (United States), 6.25%, 2/15/2024		B2		100,000		98,000
Shape Technologies Group, Inc. (United States)³, 7.625%, 2/1/2020		B2		100,000		102,250

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery (continued)
Xerium Technologies, Inc. (United States)³, 9.50%, 8/15/2021		B2			100,000	$	99,750


							300,000

Trading Companies & Distributors - 0.7%
Air Lease Corp. (United States), 3.375%, 6/1/2021		BBB	⁵		795,000		806,015
Aircastle Ltd. (United States), 5.50%, 2/15/2022		Ba1			105,000		111,300
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2			240,000		249,600
International Lease Finance Corp. (United States), 6.25%, 5/15/2019		Ba1			95,000		102,125


							1,269,040

Total Industrials							4,483,678

Information Technology - 1.5%
Internet Software & Services - 0.4%
eBay, Inc. (United States), 2.50%, 3/9/2018		Baa1			580,000		585,092
Nuance Communications Inc. (United States)³, 5.625%, 12/15/2026		Ba3			115,000		113,074


							698,166

IT Services - 0.5%
Automatic Data Processing, Inc. (United States), 2.25%, 9/15/2020		Aa3			380,000		381,964
Visa, Inc. (United States), 2.80%, 12/14/2022		A1			565,000		568,166


							950,130

Semiconductors & Semiconductor Equipment - 0.4%
Intel Corp. (United States), 2.45%, 7/29/2020		A1			380,000		385,357
QUALCOMM, Inc. (United States), 3.00%, 5/20/2022		A1			380,000		385,049


							770,406

Technology Hardware, Storage & Peripherals - 0.2%
Hewlett Packard Enterprise Co. (United States), 2.45%, 10/5/2017		Baa2			390,000		392,168


Total Information Technology							2,810,870

Materials - 1.1%
Chemicals - 0.5%
The Dow Chemical Co. (United States), 8.55%, 5/15/2019		Baa2			330,000		378,207
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)³, 8.375%, 12/1/2022		B3			115,000		116,150
Solvay Finance America LLC (Belgium)³, 3.40%, 12/3/2020		Baa2			380,000		386,647


							881,004

Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)³, 7.25%, 5/15/2024		B3			250,000		263,437

Metals & Mining - 0.2%
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021		Ba1			75,000		76,172

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp. (United States)³, 7.375%, 2/1/2020		B3		150,000	$	149,249
Techniplas LLC (United States)³, 10.00%, 5/1/2020		Caa2		125,000		108,438


						333,859

Paper & Forest Products - 0.3%
Domtar Corp. (United States), 4.40%, 4/1/2022		Baa3		390,000		401,257
Tembec Industries Inc. (Canada)³, 9.00%, 12/15/2019		B3		150,000		140,250


						541,507


Total Materials						2,019,807

Real Estate - 1.3%
Equity Real Estate Investment Trusts (REITS) - 1.2%
American Tower Corp. (United States), 3.30%, 2/15/2021		Baa3		770,000		778,770
Crown Castle Towers LLC (United States)³, 6.113%, 1/15/2020		A2		270,000		292,534
Crown Castle Towers LLC (United States)³, 4.883%, 8/15/2020		A2		90,000		95,838
Crown Castle Towers LLC (United States)³, 3.222%, 5/15/2022		A2		150,000		152,480
Greystar Real Estate Partners LLC (United States)³, 8.25%, 12/1/2022		B2		145,000		156,963
MPT Operating Partnership LP - MPT Finance Corp. (United States), 5.25%, 8/1/2026		Ba1		95,000		93,100
Sixsigma Networks Mexico S.A. de C.V. (Mexico)³, 8.25%, 11/7/2021		B2		340,000		319,600
Welltower, Inc. (United States), 4.95%, 1/15/2021		Baa1		365,000		393,639


						2,282,924

Real Estate Management & Development - 0.1%
Forestar USA Real Estate Group, Inc. (United States)⁸, 8.50%, 6/1/2022		Caa1		250,000		239,375


Total Real Estate						2,522,299

Telecommunication Services - 1.6%
Diversified Telecommunication Services - 1.3%
AT&T, Inc. (United States), 5.20%, 3/15/2020		Baa1		715,000		768,666
CenturyLink, Inc. (United States), 7.50%, 4/1/2024		Ba3		140,000		147,000
Frontier Communications Corp. (United States), 11.00%, 9/15/2025		B1		235,000		242,638
Inmarsat Finance plc (United Kingdom)³, 4.875%, 5/15/2022		Ba2		260,000		252,850
Qualitytech LP - QTS Finance Corp. (United States), 5.875%, 8/1/2022		B1		195,000		198,412
Verizon Communications, Inc. (United States), 4.15%, 3/15/2024		Baa1		730,000		762,837


						2,372,403

Wireless Telecommunication Services - 0.3%
Altice Financing S.A. (Luxembourg)³, 6.625%, 2/15/2023		B1		210,000		215,775
Hughes Satellite Systems Corp. (United States)³, 6.625%, 8/1/2026		B3		160,000		160,800

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Tower Trust (United States)³, 3.598%, 4/15/2018		Baa3			170,000	$	170,627


							547,202

Total Telecommunication Services							2,919,605

Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
Atlantica Yield plc (Spain)³, 7.00%, 11/15/2019		B2			200,000		204,000
Terraform Global Operating LLC (United States)³, 9.75%, 8/15/2022		Caa1			85,000		90,738


Total Utilities							294,738

TOTAL CORPORATE BONDS
(Identified Cost $48,046,666)							45,755,473

ASSET-BACKED SECURITIES - 2.4%
BMW Vehicle Owner Trust, Series 2016-A, Class A3 (United States), 1.16%, 11/25/2020		Aaa			500,000		495,140
CarMax Auto Owner Trust, Series 2016-4, Class A2 (United States), 1.21%, 11/15/2019		Aaa			450,000		449,107
Chase Issuance Trust (United States), 1.36%, 4/15/2020		AAA	⁵		500,000		499,706
GM Financial Automobile Leasing Trust 2015-2 (United States), 1.68%, 12/20/2018		Aaa			500,000		501,355
Home Partners of America Trust, Series 2016-1, Class A (United States)^3,6, 2.386%, 3/17/2033		Aaa			300,058		302,177
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2 (United States), 1.04%, 4/18/2019		AAA	⁵		500,000		498,807
Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3 (United States), 1.35%, 8/15/2019		Aaa			450,000		448,775
Navient Student Loan Trust, Series 2016-3A, Class A1 (United States)^3,6, 1.356%, 6/25/2065		AAA	⁵		408,552		409,699
South Carolina Student Loan Corp (United States)⁶, 1.071%, 12/1/2023		Aaa			443,663		440,522
Tricon American Homes Trust, Series 2016-SFR1, Class A (United States)³, 2.589%, 11/17/2033		Aaa			400,000		388,407

TOTAL ASSET-BACKED SECURITIES
(Identified Cost $4,449,087)							4,433,695

COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.0%
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1⁶, 1.539%, 10/25/2021		Aaa			4,003,245		242,324
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1⁶, 0.215%, 4/25/2023		Aaa			22,934,450		264,687
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1⁶, 1.546%, 10/25/2018		Aaa			5,767,119		135,013

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016

CREDIT
RATING¹
(UNAUDITED)

PRINCIPAL

AMOUNT ²

VALUE

(NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

New Residential Mortgage Loan Trust 2016-4A, Class A1 (United States)^3,6, 3.75%, 11/25/2056

AAA

⁵

244,271

251,662

New Residential Mortgage Loan Trust, Series 2015-2A, Class A1 (United States)^3,6, 3.75%, 8/25/2055

Aaa

191,885

198,127

SBA Small Business Investment Companies, Series 2015-10A, Class 1 (United States), 2.517%, 3/10/2025

Aaa

244,939

247,140

Towd Point Mortgage Trust, Series 2016-5, Class A1 (United States)^3,6, 2.50%, 10/25/2056

Aaa

450,000

447,914

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES

(Identified Cost $1,636,685)

1,786,867

FOREIGN GOVERNMENT BONDS - 45.4%

Australia Government Bond (Australia), 4.50%, 4/15/2020

Aaa

AUD

600,000

466,758

Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2025

Ba2

BRL

1,500,000

428,394

Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019

Ba2

400,000

464,000

Brazilian Government International Bond (Brazil), 4.25%, 1/7/2025

Ba2

1,200,000

1,122,000

Bundesrepublik Deutschland (Germany), 1.50%, 9/4/2022

Aaa

EUR

2,200,000

2,568,126

Bundesrepublik Deutschland (Germany), 1.00%, 8/15/2024

Aaa

EUR

1,800,000

2,058,485

Canada Housing Trust No. 1 (Canada)³, 4.10%, 12/15/2018

Aaa

CAD

2,485,000

1,964,236

Canadian Government Bond (Canada), 1.50%, 9/1/2017

Aaa

CAD

800,000

599,352

Canadian Government Bond (Canada), 2.75%, 6/1/2022

Aaa

CAD

2,500,000

2,007,076

Chile Government (Chile), 5.50%, 8/5/2020

Aa3

CLP

700,000,000

1,099,545

Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020

Aa2

1,500,000

1,497,199

Ireland Government Bond (Ireland), 5.00%, 10/18/2020

EUR

1,340,000

1,704,632

Ireland Government Bond (Ireland), 0.80%, 3/15/2022

EUR

2,000,000

2,206,126

Ireland Government Bond (Ireland), 3.90%, 3/20/2023

EUR

750,000

976,157

Italy Buoni Poliennali Del Tesoro (Italy), 1.45%, 9/15/2022

Baa2

EUR

500,000

542,708

Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022

Baa2

EUR

3,410,000

4,508,650

Italy Buoni Poliennali Del Tesoro (Italy), 1.50%, 6/1/2025

Baa2

EUR

2,600,000

2,723,040

Japan Government Two Year Bond (Japan), 0.10%, 10/15/2018

JPY

150,000,000

1,290,058

The Korea Development Bank (South Korea), 1.375%, 9/12/2019

Aa2

2,000,000

1,964,100

Korea Treasury Bond (South Korea), 2.00%, 12/10/2017

⁹

KRW

5,700,000,000

4,736,621

Mexican Government Bond (Mexico), 5.00%, 6/15/2017

MXN

51,500,000

2,470,621

Mexican Government Bond (Mexico), 7.75%, 12/14/2017

MXN

78,000,000

3,808,639

Mexican Government Bond (Mexico), 8.00%, 6/11/2020

MXN

57,500,000

2,854,636

Mexican Government Bond (Mexico), 6.50%, 6/10/2021

MXN

46,000,000

2,163,845

Mexican Government Bond (Mexico), 6.50%, 6/9/2022

MXN

64,000,000

2,980,829

Mexican Government Bond (Mexico), 7.75%, 5/29/2031

MXN

6,500,000

312,982

Norway Government Bond (Norway)³, 4.25%, 5/19/2017

Aaa

NOK

17,800,000

2,089,204

Singapore Government Bond (Singapore), 2.50%, 6/1/2019

Aaa

SGD

4,515,000

3,189,480

Spain Government Bond (Spain), 4.50%, 1/31/2018

Baa2

EUR

1,415,000

1,566,364

Spain Government Bond (Spain)³, 4.00%, 4/30/2020

Baa2

EUR

2,740,000

3,261,430

Spain Government Bond (Spain)³, 5.40%, 1/31/2023

Baa2

EUR

6,505,000

8,790,796

Spain Government Bond (Spain)³, 1.60%, 4/30/2025

Baa2

EUR

3,700,000

4,031,371

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT ²/ SHARES		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1		2,000,000	$	1,967,534
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017		Aa1	GBP	2,435,000		3,020,946
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018		Aa1	GBP	2,610,000		3,403,274
United Kingdom Gilt (United Kingdom), 1.75%, 9/7/2022		Aa1	GBP	2,800,000		3,655,956

TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $97,665,260)						84,495,170


U.S. TREASURY SECURITIES - 15.4%

U.S. Treasury Bonds - 4.9%
U.S. Treasury Bond, 6.25%, 5/15/2030				2,600,000		3,678,290
U.S. Treasury Bond, 4.75%, 2/15/2037				1,400,000		1,822,132
U.S. Treasury Bond, 2.50%, 2/15/2045				2,600,000		2,315,929
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042				1,396,063		1,321,683


Total U.S. Treasury Bonds
(Identified Cost $9,524,217)						9,138,034


U.S. Treasury Notes - 10.5%
U.S. Treasury Floating Rate Note⁶, 0.803%, 1/31/2018				2,930,000		2,938,403
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020				949,652		959,519
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023				1,303,826		1,294,196
U.S. Treasury Note, 0.75%, 4/15/2018				4,190,000		4,177,070
U.S. Treasury Note, 1.375%, 4/30/2020				5,160,000		5,126,744
U.S. Treasury Note, 1.75%, 4/30/2022				5,140,000		5,068,724


Total U.S. Treasury Notes
(Identified Cost $19,866,251)						19,564,656


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $29,390,468)						28,702,690


U.S. GOVERNMENT AGENCIES - 7.6%

Mortgage-Backed Securities - 3.1%
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034				694,474		737,365
Fannie Mae, Pool #735500, 5.50%, 5/1/2035				802,862		899,318
Freddie Mac, Pool #Z50018, 3.50%, 7/1/2026				1,096,560		1,145,572
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034				769,230		818,230
Freddie Mac, Pool #C91832, 3.50%, 6/1/2035				979,804		1,012,543
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038				1,112,434		1,239,481


Total Mortgage-Backed Securities
(Identified Cost $5,766,391)						5,852,509


Other Agencies - 4.5%
Fannie Mae, 2.625%, 9/6/2024				6,979,000		7,046,557

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016


	PRINCIPAL AMOUNT ²/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 2.375%, 1/13/2022		1,218,000	$	1,237,984


Total Other Agencies
(Identified Cost $8,693,423)				8,284,541


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $14,459,814)				14,137,050


SHORT-TERM INVESTMENT - 2.7%

Dreyfus Government Cash Management¹⁰, 0.45%,
(Identified Cost $4,955,471)		4,955,471		4,955,471

TOTAL INVESTMENTS - 99.1%
(Identified Cost $200,603,451)				184,266,416
OTHER ASSETS, LESS LIABILITIES - 0.9%				1,706,079

NET ASSETS - 100%			$	185,972,495


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT DECEMBER 31, 2016¹¹:
SETTLEMENT DATE	CONTRACTS TO DELIVER		IN EXCHANGE FOR		CONTRACTS AT VALUE		UNREALIZED APPRECIATION
10/17/2017	JPY	151,158,821		1,484,423	$	1,313,817	$	170,606

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

KRW - South Korean Won

MXN - Mexican Peso

NOK - Norwegian Krone

SGD - Singapore Dollar

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $32,815,584 or 17.6% of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired between May 15, 2014 and December 16, 2014 at a cost of $404,125 ($106.35 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $167,200, or 0.1%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁵Credit ratings from S&P (unaudited).

⁶The coupon rate is floating and is the effective rate as of December 31, 2016.

⁷The rate shown is a fixed rate as of December 31, 2016; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

⁸Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on May 7, 2014 at a cost of $260,419 ($104.17 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $239,375, or 0.1%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁹Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

¹⁰Rate shown is the current yield as of December 31, 2016.

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

Global Fixed Income Series

Investment Portfolio - December 31, 2016

¹¹The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States 43.2%.

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

Global Fixed Income Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $200,603,451) (Note 2)	$	184,266,416
Unrealized appreciation on foreign forward currency exchange contracts (Note 2)		170,606
Interest receivable		1,666,579
Receivable for fund shares sold		121,824
Prepaid expenses		13,227


TOTAL ASSETS		186,238,652


LIABILITIES:

Accrued management fees (Note 3)		93,629
Accrued shareholder services fees (Class S) (Note 3)		22,814
Accrued fund accounting and administration fees (Note 3)		25,918
Accrued transfer agent fees (Note 3)		2,612
Accrued Directors’ fees (Note 3)		464
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		90,244
Other payables and accrued expenses		30,130


TOTAL LIABILITIES		266,157


TOTAL NET ASSETS	$	185,972,495


NET ASSETS CONSIST OF:

Capital stock	$	204,048
Additional paid-in-capital		205,621,416
Accumulated net investment loss		(1,154,494	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(2,493,004	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		(16,205,471	)


TOTAL NET ASSETS	$	185,972,495


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($179,435,171/19,689,797 shares)	$	9.11


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($6,537,324/715,005 shares)	$	9.14

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

Global Fixed Income Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Interest	$	6,003,542
Dividends		3,665


Total Investment Income		6,007,207


EXPENSES:

Management fees (Note 3)		1,224,184
Shareholder services fees (Class S) (Note 3)		234,729
Fund accounting and administration fees (Note 3)		100,378
Directors’ fees (Note 3)		16,630
Transfer agent fees (Note 3)		8,628
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		21,848
Miscellaneous		106,346


Total Expenses		1,716,690
Less reduction of expenses (Note 3)		(53,746	)


Net Expenses		1,662,944


NET INVESTMENT INCOME		4,344,263


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

Net realized loss on-
Investments		(62,204	)
Foreign currency and translation of other assets and liabilities		(3,990,188	)


		(4,052,392	)

Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $4,921)		695,285
Foreign currency and translation of other assets and liabilities		149,930


		845,215


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(3,207,177	)


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,137,086

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

Global Fixed Income Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,344,263		$	6,102,753
Net realized loss on investments and foreign currency		(4,052,392	)		(10,651,692	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		845,215			(9,477,874	)


Net increase (decrease) from operations		1,137,086			(14,026,813	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		—			(88,284	)
From net investment income (Class I)		—			(23,667	)
From return of capital (Class S)		—			(579,353	)
From return of capital (Class I)		—			(155,311	)


Total distributions to shareholders		—			(846,615	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(31,770,037	)		(24,237,624	)


Net decrease in net assets		(30,632,951	)		(39,111,052	)

NET ASSETS:

Beginning of year		216,605,446			255,716,498


End of year (including accumulated net investment loss of $1,154,494 and distributions in excess of net investment income of $3,065,487, respectively)	$	185,972,495		$	216,605,446

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

Global Fixed Income Series

Financial Highlights - Class S


	FOR THE YEARS ENDED									FOR THE PERIOD 4/1/13¹ TO 12/31/13
	12/31/16			12/31/15			12/31/14			FOR THE PERIOD 4/1/13¹ TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.11		$	9.68		$	9.92		$	10.00

Income (loss) from investment operations:
Net investment income²		0.19			0.23			0.22			0.16
Net realized and unrealized gain (loss) on investments		(0.19	)		(0.77	)		(0.18	)		(0.16	)


Total from investment operations		—			(0.54	)		0.04			0.00


Less distributions to shareholders:
From net investment income		—			—	³		(0.24	)		(0.08	)
From net realized gain on investments		—			—			(0.04	)		—	³
From return of capital		—			(0.03	)		—			—


Total distributions to shareholders		—			(0.03	)		(0.28	)		(0.08	)


Net asset value - End of period	$	9.11		$	9.11		$	9.68		$	9.92


Net assets - End of period (000’s omitted)	$	179,435		$	144,233		$	208,842		$	196,860


Total return⁴		0.00	%		(5.68	%)		0.42	%		0.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%		0.85	%		0.85	%⁵
Net investment income		2.04	%		2.43	%		2.16	%		2.16	%⁵
Portfolio turnover		46	%		54	%		40	%		51	%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

		0.03	%		0.02	%		0.01	%		0.00	%^5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁵Annualized.

⁶Less than 0.01%.

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

Global Fixed Income Series

Financial Highlights - Class I


	FOR THE YEARS ENDED												FOR THE PERIOD
	12/31/16			12/31/15			12/31/14			12/31/13			10/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.13		$	9.69		$	9.93		$	10.09		$	10.00

Income (loss) from investment operations:
Net investment income²		0.23			0.24			0.23			0.23			0.04
Net realized and unrealized gain (loss) on investments		(0.22	)		(0.77	)		(0.17	)		(0.26	)		0.05


Total from investment operations		0.01			(0.53	)		0.06			(0.03	)		0.09


Less distributions to shareholders:
From net investment income		—			—	³		(0.26	)		(0.13	)		—	³
From net realized gain on investments		—			—			(0.04	)		—	³		—	³
From return of capital		—			(0.03	)		—			—			—


Total distributions to shareholders		—			(0.03	)		(0.30	)		(0.13	)		—	³


Net asset value - End of period	$	9.14		$	9.13		$	9.69		$	9.93		$	10.09


Net assets - End of period (000’s omitted)	$	6,537		$	72,372		$	46,875		$	35,190		$	5,106


Total return⁴		0.11	%		(5.45	%)		0.57	%		(0.32	%)		0.95	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%⁵
Net investment income		2.43	%		2.56	%		2.31	%		2.32	%		1.60	%⁵
Portfolio turnover		46	%		54	%		40	%		51	%		4	%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

		0.03	%		0.02	%		0.02	%		0.11	%		4.08	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁵Annualized.

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

Global Fixed Income Series

Notes to Financial Statements

1.	Organization

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

The Series’ investment objective is to provide long-term total return by investing principally in fixed income securities of issuers located anywhere in the world.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Global Fixed Income Series Class S common stock, and 100 million designated as Global Fixed Income Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Global Fixed Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
U.S. Treasury and other U.S.
Government agencies	$	42,839,740	$	—	$	42,839,740	$	—
Corporate debt:
Consumer Discretionary		2,340,876		—		2,340,876		—
Consumer Staples		2,578,165		—		2,578,165		—
Energy		6,123,337		—		6,123,337		—
Financials		16,735,413		—		16,735,413		—
Health Care		2,926,685		—		2,926,685		—
Industrials		4,483,678		—		4,483,678		—
Information Technology		2,810,870		—		2,810,870		—
Materials		2,019,807		—		2,019,807		—
Real Estate		2,522,299		—		2,522,299		—
Telecommunication Services		2,919,605		—		2,919,605		—
Utilities		294,738		—		294,738		—
Asset-backed securities		4,433,695		—		4,433,695		—
Commercial mortgage-backed securities		1,786,867		—		1,786,867		—
Foreign government bonds		84,495,170		—		84,495,170		—
Mutual funds		4,955,471		4,955,471		—		—
Other financial instruments*:
Foreign currency exchange contracts		170,606		—		170,606		—

Total assets	$	184,437,022	$	4,955,471	$	179,481,551	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

*Other financial instruments are forwards (Level 2). Forwards are valued at the unrealized appreciation (depreciation) on the instrument.

Global Fixed Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

Global Fixed Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Forward Foreign Currency Exchange Contracts (continued)

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The average month-end balances for the year ended December 31, 2016, the period in which forward foreign currency exchange contracts were outstanding, as measured in terms of the notional amount, was approximately $6,914,176.

The following table presents the effect of the derivative instruments on the Statement of Operations at December 31, 2016:


STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Foreign forward currency exchange contracts	Unrealized appreciation on foreign forward currency exchange contracts	$	170,606

STATEMENT OF OPERATIONS
Derivative	Location of Gain (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Foreign forward currency exchange contracts	Net realized loss on foreign currency and translation of other assets and liabilities	$	(381,569	)
Derivative	Location of Appreciation on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Foreign forward currency exchange contracts	Net change in unrealized appreciation (depreciation) on forward contracts	$	170,606

Inflation-Indexed Bonds

Securities Purchased on a When-Issued Basis or Forward Commitment

Global Fixed Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

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

counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2016.

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Global Fixed Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

3.	Transactions with Affiliates

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

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.15% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of Class S’s shareholder services fee, at no more than 0.70% of average daily net assets each year. Accordingly, the Advisor waived fees of $53,746 for the year ended December 31, 2016, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Global Fixed Income Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $44,474,503 and $100,206,845, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $45,811,708 and $9,609,559, respectively.

5.	Capital Stock Transactions

Transactions in shares of Class S and I shares of Global Fixed Income Series were:


CLASS S	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,433,655		$	71,004,493			9,851,643		$	92,527,482
Reinvested		—			—			67,747			636,827
Repurchased		(3,576,360	)		(33,552,496	)		(15,650,497	)		(146,692,206	)

Total		3,857,295		$	37,451,997			(5,731,107	)	$	(53,527,897	)


CLASS I	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		153,229		$	1,443,412			5,316,074		$	49,991,905
Reinvested		—			—			19,020			178,978
Repurchased		(7,366,148	)		(70,665,446	)		(2,242,139	)		(20,880,610	)

Total		(7,212,919	)	$	(69,222,034	)		3,092,955		$	29,290,273

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

6.	Financial Instruments

7.	Foreign Securities

Global Fixed Income Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales and qualified late-year losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, amounts were reclassified within the capital accounts to decrease Additional Paid in Capital by $1,138,409, decrease Undistributed Net Investment Income by $2,433,270, and decrease Accumulated Net Realized Loss on Investments by $3,571,679. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR		FOR THE YEAR
	ENDED 12/31/16		ENDED 12/31/15
Ordinary income	$	—	$	111,951
Return of capital	$	—	$	734,664

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	200,615,580
Unrealized appreciation		845,205
Unrealized depreciation		(17,194,369	)

Net unrealized depreciation	$	(16,349,164	)

Capital loss carryforward	$	(2,480,875	)
Qualified late-year losses¹	$	983,888

¹The Series has elected to defer certain qualified late-year losses and recognize such losses in the year ending December 31, 2017.

As of December 31, 2016, the Series had net short-term capital loss carryforwards of $897,115 and net long-term capital loss carryforwards of $1,583,760, which may be carried forward indefinitely.

Global Fixed Income Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Global Fixed Income Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Global Fixed Income Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Global Fixed Income Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Global Fixed Income Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016- present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive) (2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage) (1995-2008)
		The Ashley Group (property management and investment) (1995-2008)
		Genesee Corporation (holding company) (1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech) (2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014)
		HLTH Corp (WebMD) (information) (2000-2010)
		Cheyne Capital International (investment) (2000-present)
		GMP Companies (investment) (2000-2011)
		Cytos Biotechnology Ltd (biotechnology) (2012-2014)

Global Fixed Income Series


Directors’ and Officers’ Information (unaudited)
Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit) (2009-present)
		Gotham Early Music Scene, Inc. (non-profit) (2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants);
		Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government) (2015 - present)
Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Global Fixed Income Series


Directors’ and Officers’ Information (unaudited)

Officers (continued)

Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Global Fixed Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNGFI-12/16-AR

LOGO

Dynamic Opportunities Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Dynamic Opportunities Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth.

Performance Commentary

U.S. equity markets experienced positive returns during 2016, and mid cap stocks broadly fared similarly to their large cap counterparts. Mid cap growth stocks, however, faced a somewhat more challenging environment at times. This resulted in the growth segment of the mid cap market underperforming the value segment of the market, the returns of which were primarily driven by the outperformance of cyclical sectors like Energy, Financials, and Materials, which make up a relatively smaller portion of the mid cap growth stock market.

The Dynamic Opportunities Series Class S returned 2.80% for 2016, but underperformed the Russell Midcap Growth Index, which returned 7.33%. While some of the Fund’s underperformance resulted from sector positioning, the primary driver was the effect of individual security selection within the portfolio.

Specific detractors from the Fund’s relative performance during the year included security selection in Industrials and Information Technology, an overweight to and security selection in Health Care, and an underweight relative to the benchmark to Financials. Conversely, an overweight as compared to the benchmark to Information Technology, an underweight to and security selection in Consumer Staples, and security selection in Telecommunication Services contributed positively to relative performance during the year.

The positioning of the Dynamic Opportunities Series is a result of its investment approach that seeks to identify mid cap companies with meaningful growth potential on a bottom-up, fundamental basis. As such, the Fund’s deviations from the benchmark by sector or industry are most often a byproduct of individual security selection. As of the end of 2016, the Fund’s most significant overweights relative to the benchmark were to the Telecommunication Services and Health Care sectors. Conversely, the Fund’s most significant underweights were to the Financials, Materials, and Real Estate sectors, to which the Fund had no exposure.

As we begin 2017, our long-term secular slow growth overview is unchanged, and we expect growth to remain within the post-global financial crisis range of GDP growth. However, over the intermediate-term, we could see a marginal cyclical pickup in growth and inflation, particularly in the U.S. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies. Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies levered to secular growth trends in an effort to generate above market returns. We continue to anticipate gyrations in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

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

Please see the next page for additional performance information as of December 31, 2016.

Dynamic Opportunities Series

Fund Commentary

(unaudited)

Performance

Commentary (continued)

changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets.

Dynamic Opportunities Series

Performance Update as of December 31, 2016

(unaudited)


	AGGREGATE TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			TOTAL RETURN SINCE INCEPTION²
Manning & Napier Fund, Inc. - Dynamic Opportunities Series - Class S³		2.80	%		0.50	%
Manning & Napier Fund, Inc. - Dynamic Opportunities Series - Class I³		3.01	%		0.70	%
Russell Midcap^® Growth Index⁴		7.33	%		6.23	%
Russell 2500^TM Growth Index⁵		9.73	%		5.45	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dynamic Opportunities Series Class S from its inception² (December 31, 2013) to present (December 31, 2016) to the Russell Midcap^® Growth Index and the Russell 2500™ Growth Index.

LOGO

²Performance numbers for the Series and the Indices are calculated from December 31, 2013, the Series inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 1.09% for Class S and 0.88% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.09% for Class S and 0.88% for Class I for the year ended December 31, 2016.

⁴The Russell Midcap^® Growth Index is an unmanaged index that measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap^® Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap growth market. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

Dynamic Opportunities Series

Performance Update as of December 31, 2016

(unaudited)

⁵The Russell 2500™ Growth Index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500™ Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is constructed to provide a comprehensive and unbiased barometer of the small to mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small to mid-cap opportunity set and that the represented companies continue to reflect growth characteristics. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

Dynamic Opportunities Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

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 sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the Hypothetical lines for each Class in the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$992.40		$5.46		1.09%
Hypothetical
(5% return before expenses)		$1,000.00		$1,019.66		$5.53		1.09%
Class I
Actual		$1,000.00		$993.50		$4.21		0.84%
Hypothetical
(5% return before expenses)		$1,000.00		$1,020.91		$4.27		0.84%

Dynamic Opportunities Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

Dynamic Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.2%

Consumer Discretionary - 23.4%
Internet & Direct Marketing Retail - 6.9%
Expedia, Inc.		74,290	$	8,415,571
TripAdvisor, Inc.*		124,110		5,754,981
Trivago N.V. - ADR (Germany)*		249,300		2,929,275


				17,099,827

Multiline Retail - 1.5%
Dollar General Corp.		50,080		3,709,426

Specialty Retail - 11.0%
Advance Auto Parts, Inc.		74,810		12,651,867
AutoZone, Inc.*		4,830		3,814,686
Monro Muffler Brake, Inc.		120,770		6,908,044
O’Reilly Automotive, Inc.*		13,820		3,847,626


				27,222,223

Textiles, Apparel & Luxury Goods - 4.0%
lululemon athletica, Inc.*		151,160		9,823,888


Total Consumer Discretionary				57,855,364


Consumer Staples - 7.8%
Beverages - 4.2%
Dr. Pepper Snapple Group, Inc.		58,560		5,309,635
Monster Beverage Corp.*		115,310		5,112,845


				10,422,480

Food Products - 3.6%
Blue Buffalo Pet Products, Inc.*		156,270		3,756,731
Mead Johnson Nutrition Co.		71,800		5,080,568


				8,837,299


Total Consumer Staples				19,259,779

Health Care - 20.8%
Biotechnology - 10.4%
BioMarin Pharmaceutical, Inc.*		62,300		5,160,932
Incyte Corp.*		50,570		5,070,654
Regeneron Pharmaceuticals, Inc.*		17,610		6,464,455
Seattle Genetics, Inc.*		77,730		4,101,812
Vertex Pharmaceuticals, Inc.*		67,370		4,963,148


				25,761,001

Health Care Providers & Services - 6.9%
Acadia Healthcare Co., Inc.*		208,060		6,886,786
DaVita, Inc.*		158,860		10,198,812


				17,085,598

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

Dynamic Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals - 3.5%
Zoetis, Inc.		159,750	$	8,551,418


Total Health Care				51,398,017

Industrials - 12.6%
Professional Services - 5.0%
Equifax, Inc.		21,640		2,558,497
Nielsen Holdings plc		172,990		7,256,930
TransUnion*		81,290		2,514,300


				12,329,727

Road & Rail - 7.6%
Genesee & Wyoming, Inc. - Class A*		141,370		9,812,492
Kansas City Southern		104,990		8,908,401


				18,720,893


Total Industrials				31,050,620

Information Technology - 23.0%
Internet Software & Services - 7.9%
Match Group, Inc.*		499,580		8,542,818
MercadoLibre, Inc. (Argentina)		32,530		5,079,234
Q2 Holdings, Inc.*		204,189		5,890,853


				19,512,905

IT Services - 3.2%
Cognizant Technology Solutions Corp. - Class A*		139,430		7,812,263

Semiconductors & Semiconductor Equipment - 4.5%
Skyworks Solutions, Inc.		149,830		11,186,308

Software - 7.4%
ServiceNow, Inc.*		136,780		10,168,225
The Ultimate Software Group, Inc.*		44,330		8,083,576


				18,251,801


Total Information Technology				56,763,277

Telecommunication Services - 8.6%
Diversified Telecommunication Services - 8.6%
SBA Communications Corp. - Class A*		77,190		7,970,639
Zayo Group Holdings, Inc.*		408,790		13,432,839


Total Telecommunication Services				21,403,478

TOTAL COMMON STOCKS
(Identified Cost $238,238,794)				237,730,535

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

Dynamic Opportunities Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

MUTUAL FUND - 3.3%
iShares Russell Mid-Cap Growth ETF
(Identified Cost $7,694,249)		83,340	$	8,116,483


SHORT-TERM INVESTMENT - 0.6%
Dreyfus Government Cash Management¹, 0.45%
(Identified Cost $1,355,443)		1,355,443		1,355,443

TOTAL INVESTMENTS - 100.1%
(Identified Cost $247,288,486)				247,202,461
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(138,498	)


NET ASSETS - 100%			$	247,063,963

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

*Non-income producing security.

¹Rate shown is the current yield as of December 31, 2016.

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

Dynamic Opportunities Series

Statement of Assets & Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $247,288,486) (Note 2)	$	247,202,461
Receivable for fund shares sold		168,008
Dividends receivable		117,189
Prepaid expenses		17,645


TOTAL ASSETS		247,505,303


LIABILITIES:

Accrued management fees (Note 3)		171,798
Accrued shareholder services fees (Class S) (Note 3)		42,777
Accrued fund accounting and administration fees (Note 3)		16,264
Accrued transfer agent fees (Note 3)		4,580
Accrued Directors’ fees (Note 3)		468
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		182,373
Other payables and accrued expenses		22,734


TOTAL LIABILITIES		441,340


TOTAL NET ASSETS	$	247,063,963


NET ASSETS CONSIST OF:

Capital stock	$	270,652
Additional paid-in-capital		260,268,205
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(13,388,869	)
Net unrealized depreciation on investments		(86,025	)


TOTAL NET ASSETS	$	247,063,963

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($245,963,283/ 26,945,327 shares)	$	9.13

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($1,100,680/119,824 shares)	$	9.19

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

Dynamic Opportunities Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $4,561)	$	650,057


EXPENSES:

Management fees (Note 3)		2,102,491
Shareholder services fees (Class S)(Note 3)		458,974
Fund accounting and administration fees (Note 3)		76,386
Directors’ fees (Note 3)		17,780
Transfer agent fees (Note 3)		17,502
Chief Compliance Officer service fees (Note 3)		3,948
Custodian fees		15,816
Miscellaneous		96,884


Total Expenses		2,789,781


NET INVESTMENT LOSS		(2,139,724	)


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

Net realized gain (loss) on-
Investments		(12,479,322	)
Foreign currency and translation of other assets and liabilities		2

		(12,479,320	)


Net change in unrealized appreciation (depreciation) on investments		22,234,427


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		9,755,107


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,615,383

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

Dynamic Opportunities Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment loss	$	(2,139,724	)	$	(2,231,501	)
Net realized gain (loss) on investments and foreign currency		(12,479,320	)		27,251,446
Net change in unrealized appreciation (depreciation) on investments		22,234,427			(32,566,276	)


Net increase (decrease) from operations		7,615,383			(7,546,331	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net realized gain on investments (Class S)		(1,445,437	)		(14,655,376	)
From net realized gain on investments (Class I)		(43,554	)		(3,395,394	)


Total distributions to shareholders		(1,488,991	)		(18,050,770	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(28,294,887	)		(10,391,541	)


Net decrease in net assets		(22,168,495	)		(35,988,642	)

NET ASSETS:

Beginning of year		269,232,458			305,221,100


End of year (including undistributed net investment income of $0 and $0, respectively)	$	247,063,963		$	269,232,458

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

Dynamic Opportunities Series

Financial Highlights - Class S


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.93		$	9.88		$	10.00

Income (loss) from investment operations:
Net investment loss¹		(0.08	)		(0.08	)		(0.07	)
Net realized and unrealized gain (loss) on investments		0.33			(0.23	)		0.25


Total from investment operations		0.25			(0.31	)		0.18

Less distributions to shareholders:
From net realized gain on investments		(0.05	)		(0.64	)		(0.30	)


Net asset value - End of year	$	9.13		$	8.93		$	9.88


Net assets - End of year (000’s omitted)	$	245,963		$	218,126		$	250,573


Total return²		2.80	%		(3.13	%)		1.93	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.09	%		1.07	%		1.07	%
Net investment loss		(0.83	%)		(0.77	%)		(0.71	%)
Portfolio turnover		109	%		85	%		68	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

Dynamic Opportunities Series

Financial Highlights - Class I


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.97		$	9.90		$	10.00

Income (loss) from investment operations:
Net investment loss¹		(0.06	)		(0.06	)		(0.05	)
Net realized and unrealized gain (loss) on investments		0.33			(0.23	)		0.25

Total from investment operations		0.27			(0.29	)		0.20

Less distributions to shareholders:
From net realized gain on investments		(0.05	)		(0.64	)		(0.30	)


Net asset value - End of year	$	9.19		$	8.97		$	9.90


Net assets - End of year (000’s omitted)	$	1,101		$	51,106		$	54,648


Total return²		3.01	%		(2.92	%)		2.13	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.88	%		0.87	%		0.88	%
Net investment loss		(0.71	%)		(0.56	%)		(0.51	%)
Portfolio turnover		109	%		85	%		68	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

Dynamic Opportunities Series

Notes to Financial Statements

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Dynamic Opportunities Series Class S common stock, and 100 million have been designated as Dynamic Opportunities Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Dynamic Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	57,855,364	$	57,855,364	$	—	$	—
Consumer Staples		19,259,779		19,259,779		—		—
Health Care		51,398,017		51,398,017		—		—
Industrials		31,050,620		31,050,620		—		—
Information Technology		56,763,277		56,763,277		—		—
Telecommunication Services		21,403,478		21,403,478		—		—
Mutual funds		9,471,926		9,471,926		—		—

Total assets	$	247,202,461	$	247,202,461	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

Dynamic Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Restricted Securities

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2013, and the years ended December 31, 2014 through December 31, 2016. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Dynamic Opportunities Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

3.	Transactions with Affiliates

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 0.80% of the Series’ average daily net assets.

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.90% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2016. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Dynamic Opportunities Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $280,241,404 and $309,412,767, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Dynamic Opportunities Series were:


CLASS S:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		6,495,824		$	62,285,712			1,599,516		$	16,219,917
Reinvested		146,918			1,424,829			1,627,207			14,464,330
Repurchased		(4,118,925	)		(37,987,505	)		(4,177,567	)		(42,807,621	)

Total		2,523,817		$	25,723,036			(950,844	)	$	(12,123,374	)



CLASS I:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		497,731		$	4,534,969			951,442		$	9,885,996
Reinvested		4,463			43,554			372,929			3,330,260
Repurchased		(6,079,736	)		(58,596,446	)		(1,149,548	)		(11,484,423	)

Total		(5,577,542	)	$	(54,017,923	)		174,823		$	1,731,833

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

6.	Financial Instruments

7.	Foreign Securities

Dynamic Opportunities Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, net operating losses, qualified late-year losses and losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, amounts were reclassified within the capital accounts to decrease Additional Paid in Capital $2,143,858, increase Distributions in Excess of Net Investment Income by $2,139,724, and increase Accumulated Net Realized Loss on Investments by $4,134. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	1,488,991	$	3,115,117
Long-term capital gains	$	—	$	14,935,653

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	248,597,712
Unrealized appreciation		14,332,214
Unrealized depreciation		(15,727,465	)

Net unrealized depreciation	$	(1,395,251	)

Capital loss carryforwards	$	(12,079,643	)

As of December 31, 2016, the Series had net long-term capital loss carryforwards of $12,079,643, which may be carried forward indefinitely.

Dynamic Opportunities Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dynamic Opportunities Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

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New York, New York

February 22, 2017

Dynamic Opportunities Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $679,725 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 17.71%, or if different, the maximum allowable under tax law.

Dynamic Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Dynamic Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Dynamic Opportunities Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹ & Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016- present)

Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive) (2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage) (1995-2008) The Ashley Group (property management and investment) (1995-2008) Genesee Corporation (holding company) (1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech) (2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014)
		HLTH Corp (WebMD) (information) (2000-2010)
		Cheyne Capital International (investment) (2000-present)
		GMP Companies (investment) (2000-2011)
		Cytos Biotechnology Ltd (biotechnology) (2012-2014)

Dynamic Opportunities Series


Directors’ and Officers’ Information (unaudited)
Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit) (2009-present)
		Gotham Early Music Scene, Inc. (non-profit) (2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)

Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government) (2015-present)

Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹ & Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Dynamic Opportunities Series


Directors’ and Officers’ Information (unaudited)
Officers (continued)
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹ & Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹ & Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹ & Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Dynamic Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNDYN-12/16-AR

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Equity Income Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Equity Income Series

Fund Commentary

(unaudited)

Investment Objective

Primarily to provide current income and income growth, with a secondary objective of providing long-term capital appreciation.

Performance Commentary

Toward the end of 2016, U.S. elections appeared to raise prospects for improved business confidence, having a notable impact on several segments of the market, including Financials. Additionally, there was a more significant distinction in performance of value-oriented stocks which outperformed growth-oriented stocks post-election. From an income perspective, sectors such as energy, telecommunication services, and utilities — which generally had yields above market average — performed strongly for the year, although the Real Estate segment of the market lagged. Fixed income markets experienced meaningful fluctuations as rates fell over the first half of the year and rose toward the end; however, the net annual change in yields was only a gradual step up, which continues to place investors in a yield-constrained environment.

The Russell 1000 Value Index returned 17.34% over the year. The Equity Income Series Class S returned 14.82%, experiencing a strong absolute return but underperforming the benchmark. The Series’ underperformance was driven primarily by stock selection, while favorable sector positioning helped to offset underperformance.

An overweight to Materials and an underweight to Consumer Staples relative to the benchmark were among the major positive contributors to performance relative to the Russell 1000 Value Index, while an underweight to Financials and an overweight to Real Estate compared to the benchmark were detractors. Stock selection within Real Estate helped to offset the effect of the overweight to the sector; however, stock selection in Materials, Industrials, and Consumer Discretionary was a detractor.

As we begin 2017, our long-term secular slow growth overview is unchanged. We expect growth to remain within the post-global financial crisis range of Gross Domestic Product growth and will continue to utilize our propriety investment strategies in seeking income-oriented companies which can provide long-term growth and dividends. Over the intermediate-term, however, we could see a marginal cyclical pickup in growth and inflation, particularly in the U.S. This will largely depend on how successful the Trump administration is in implementing its pro-growth policies.

Broadly speaking, valuations in the developed world are on the expensive side of neutral, whereas valuations in select emerging markets are relatively more attractive. This backdrop suggests generally muted long-term returns going forward, so we will continue to target companies which can grow with an emphasis on income. The Series will focus on companies that can generate sustainable and/or growing dividends as well as companies with the potential to improve prospects in the future in regard to income generation.

We anticipate further volatility in financial markets due to catalysts such as the potential for global growth to deviate from expectations, diverging central bank policies, commodity price pressures, and geopolitical risks. However, our indicators point to volatility still being a buying opportunity and do not suggest capital risk is a significant near-term concern. In this environment, an active, flexible, and selective approach can help avoid overvalued areas of the market, tactics Manning & Napier has employed for over 45 years as an active investment manager.

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

Equity Income Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

Please see the next page for additional performance information as of December 31, 2016.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, small-cap/mid-cap risk, foreign investment risk, and the risk that the investment approach may not be successful. Additionally, like all derivatives, investments in options can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies. In addition, they may have limited product lines, markets, or financial resources, and they may depend on a small management group. As a result, they fail more often than larger companies. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets. The Equity Income Series invests primarily in income-producing equity securities. There is no assurance or guarantee that companies which issue dividends will declare, continue to pay, or increase dividends. Additionally, the Series may invest a portion of its assets in real estate investment trusts (REITs). Investments in real estate, including REITs, are subject to risks associated with the direct ownership of real estate: interest rate risk, liquidity risk, and changes in property value, among others. The Equity Income Series may also invest a portion of its assets in business development companies (BDCs) or master limited partnerships (MLPs). BDCs are subject to additional risks, as they generally invest in less mature private companies or thinly traded U.S. public companies which involve greater risk than well-established publicly-traded companies. MLPs are subject to additional risks, including risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries or other natural resources. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additionally, the potential tax benefits from investing in MLPs depend on their continued treatment as partnerships for federal income tax purposes.

Equity Income Series

Performance Update as of December 31, 2016

(unaudited)


	AGGREGATE TOTAL RETURNS AS OF DECEMBER 31, 2016
		ONE YEAR¹		TOTAL RETURN SINCE INCEPTION²
Manning & Napier Fund, Inc. - Equity Income Series - Class S³		14.82	%	7.46	%
Manning & Napier Fund, Inc. - Equity Income Series - Class I³		15.13	%	7.68	%
Russell 1000^®Value Index⁴		17.34	%	8.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Income Series - Class S from its inception² (December 31, 2013) to present (December 31, 2016) to the Russell 1000^® Value Index.

LOGO

²Performance numbers for the Series and the Index are calculated from December 31, 2013, the Class S inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.95% for Class S and 0.75% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.05% for Class S and 0.85% for Class I for the year ended December 31, 2016.

⁴The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

Equity Income Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$1,072.00		$4.95		0.95%
Hypothetical
(5% return before expenses)		$1,000.00		$1,020.36		$4.82		0.95%
Class I
Actual		$1,000.00		$1,073.90		$3.91		0.75%
Hypothetical
(5% return before expenses)		$1,000.00		$1,021.37		$3.81		0.75%

Equity Income Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

Equity Income Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 98.1%

Consumer Discretionary - 8.6%
Media - 1.5%
Cinemark Holdings, Inc.		28,860	$	1,107,070

Multiline Retail - 2.3%
Dollar General Corp.		14,850		1,099,940
Macy’s, Inc.		18,020		645,296


				1,745,236

Specialty Retail - 4.0%
DSW, Inc. - Class A		23,230		526,160
L Brands, Inc.		9,980		657,083
Staples, Inc.		107,520		973,056
Williams-Sonoma, Inc.		17,270		835,695


				2,991,994

Textiles, Apparel & Luxury Goods - 0.8%
NIKE, Inc. - Class B		10,930		555,572


Total Consumer Discretionary				6,399,872

Consumer Staples - 4.4%
Beverages - 1.7%
Diageo plc (United Kingdom)¹		48,350		1,254,683

Food Products - 2.7%
Campbell Soup Co.		16,690		1,009,244
J&J Snack Foods Corp.		7,450		994,054


				2,003,298


Total Consumer Staples				3,257,981

Energy - 13.6%
Oil, Gas & Consumable Fuels - 13.6%
BP plc - ADR (United Kingdom)		50,610		1,891,802
Chevron Corp.		16,380		1,927,926
ConocoPhillips		12,530		628,254
Exxon Mobil Corp.		29,320		2,646,423
Hess Corp.		8,600		535,694
Occidental Petroleum Corp.		16,400		1,168,172
Royal Dutch Shell plc - Class B - ADR (Netherlands)		13,890		805,203
TOTAL S.A. (France)¹		10,920		560,112


Total Energy				10,163,586

Financials - 16.1%
Banks - 12.5%
Bank of America Corp.		52,580		1,162,018
Citigroup, Inc.		33,710		2,003,385
JPMorgan Chase & Co.		24,470		2,111,516
KeyCorp.		60,330		1,102,229

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

Equity Income Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Banks (continued)
The PNC Financial Services Group, Inc.		4,200	$	491,232
U.S. Bancorp		18,350		942,640
Wells Fargo & Co.		28,300		1,559,613


				9,372,633

Capital Markets - 2.1%
Apollo Investment Corp.		40,390		236,685
Ares Capital Corp.		17,580		289,894
Fifth Street Finance Corp.		43,240		232,199
Medley Capital Corp.		31,730		238,292
PennantPark Investment Corp.		31,590		241,979
Prospect Capital Corp.		39,135		326,777


				1,565,826

Insurance - 1.5%
Principal Financial Group, Inc.		19,540		1,130,584


Total Financials				12,069,043


Health Care - 9.1%
Pharmaceuticals - 9.1%
Bristol-Myers Squibb Co.		13,020		760,889
Eli Lilly & Co.		10,700		786,985
Johnson & Johnson		17,250		1,987,372
Merck & Co., Inc.		12,240		720,569
Perrigo Co. plc		11,380		947,157
Roche Holding AG (Switzerland)¹		3,150		718,051
Sanofi (France)¹		10,580		855,556


Total Health Care				6,776,579


Industrials - 10.9%
Commercial Services & Supplies - 2.1%
Covanta Holding Corp.		49,130		766,428
Waste Management, Inc.		11,830		838,865


				1,605,293

Industrial Conglomerates - 4.3%
3M Co.		5,620		1,003,563
General Electric Co.		53,710		1,697,236
Honeywell International, Inc.		4,280		495,838


				3,196,637

Machinery - 1.1%
Flowserve Corp.		17,920		861,056

Professional Services - 1.8%
Nielsen Holdings plc		31,290		1,312,616

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

Equity Income Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail - 1.6%
Kansas City Southern		14,130	$	1,198,930


Total Industrials				8,174,532


Information Technology - 8.9%
IT Services - 0.9%
Broadridge Financial Solutions, Inc.		10,470		694,161

Semiconductors & Semiconductor Equipment - 2.7%
QUALCOMM, Inc.		8,270		539,204
Skyworks Solutions, Inc.		19,260		1,437,952


				1,977,156

Software - 3.1%
Microsoft Corp.		37,790		2,348,271

Technology Hardware, Storage & Peripherals - 2.2%
Apple, Inc.		14,460		1,674,757


Total Information Technology				6,694,345


Materials - 12.8%
Chemicals - 7.7%
Akzo Nobel N.V. (Netherlands)¹		15,590		974,173
Ashland Global Holdings, Inc.		13,870		1,515,852
The Dow Chemical Co.		10,240		585,933
E.I. du Pont de Nemours & Co.		7,950		583,530
FMC Corp.		15,070		852,359
RPM International, Inc.		23,200		1,248,856


				5,760,703

Containers & Packaging - 5.1%
Bemis Co., Inc.		20,980		1,003,264
Graphic Packaging Holding Co.		56,250		702,000
Sealed Air Corp.		35,310		1,600,955
Sonoco Products Co.		10,200		537,540


				3,843,759


Total Materials				9,604,462


Real Estate - 11.4%
Equity Real Estate Investment Trusts (REITS) - 11.4%
CatchMark Timber Trust, Inc. - Class A		62,970		709,042
Community Healthcare Trust, Inc.		25,090		577,823
CoreCivic, Inc.		23,610		577,501
Crown Castle International Corp.		7,570		656,849
CubeSmart		12,960		346,939
Digital Realty Trust, Inc.		4,140		406,796
Equinix, Inc.		1,120		400,299

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

Equity Income Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Lamar Advertising Co. - Class A		7,870	$	529,179
Life Storage, Inc.		3,460		295,000
Outfront Media, Inc.		40,624		1,010,319
Potlatch Corp.		27,870		1,160,786
STORE Capital Corp.		15,200		375,592
Weyerhaeuser Co.		48,660		1,464,179


Total Real Estate				8,510,304


Utilities - 2.3%
Electric Utilities - 1.4%
Eversource Energy		11,050		610,292
Exelon Corp.		11,800		418,782


				1,029,074

Multi-Utilities - 0.9%
CMS Energy Corp.		16,780		698,384


Total Utilities				1,727,458


TOTAL COMMON STOCKS
(Identified Cost $68,476,472)				73,378,162


MUTUAL FUNDS - 1.9%
Schwab U.S. Dividend Equity ETF		8,848		385,507
Tri-Continental Corp.		45,920		1,012,536


TOTAL MUTUAL FUNDS
(Identified Cost $1,290,945)				1,398,043


SHORT-TERM INVESTMENT - 0.5%
Dreyfus Government Cash Management², 0.45%
(Identified Cost $364,471)		364,471		364,471


TOTAL INVESTMENTS - 100.5%
(Identified Cost $70,131,888)				75,140,676

LIABILITIES, LESS OTHER ASSETS - (0.5%)				(385,068	)


NET ASSETS - 100%			$	74,755,608

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

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

²Rate shown is the current yield as of December 31, 2016.

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

Equity Income Series

Statement of Assets & Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $70,131,888) (Note 2)	$	75,140,676
Dividends receivable		141,931
Receivable for fund shares sold		7,691
Foreign tax reclaims receivable		6,734
Prepaid expenses		15,098


TOTAL ASSETS		75,312,130


LIABILITIES:

Accrued management fees (Note 3)		41,656
Accrued fund accounting and administration fees (Note 3)		11,795
Accrued shareholder services fees (Class S) (Note 3)		4,406
Accrued transfer agent fees (Note 3)		434
Accrued Directors’ fees (Note 3)		425
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		482,999
Other payables and accrued expenses		14,461


TOTAL LIABILITIES		556,522


TOTAL NET ASSETS	$	74,755,608


NET ASSETS CONSIST OF:

Capital stock	$	68,168
Additional paid-in-capital		69,979,590
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(300,796	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		5,008,646


TOTAL NET ASSETS	$	74,755,608

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($25,591,547/2,334,094 shares)	$	10.96

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($49,164,061/4,482,657 shares)	$	10.97

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

Equity Income Series

Statement of Operations

For the Year Ended December 31, 2016


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $16,721)	$	2,205,993


EXPENSES:

Management fees (Note 3)		481,457
Shareholder services fees (Class S)(Note 3)		48,906
Fund accounting and administration fees (Note 3)		48,590
Directors’ fees (Note 3)		5,110
Chief Compliance Officer service fees (Note 3)		3,947
Transfer agent fees (Note 3)		1,585
Audit fees		38,135
Custodian fees		13,211
Miscellaneous		35,785


Total Expenses		676,726
Less reduction of expenses (Note 3)		(72,292	)


Net Expenses		604,434


NET INVESTMENT INCOME		1,601,559


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

Net realized gain (loss) on-
Investments		1,797,172
Options written		(41,012	)
Foreign currency and translation of other assets and liabilities		(228	)

		1,755,932

Net change in unrealized appreciation (depreciation) on-
Investments		7,062,197
Options written		(10,083	)
Foreign currency and translation of other assets and liabilities		115

		7,052,229


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		8,808,161


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	10,409,720

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

Equity Income Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,601,559		$	1,484,367
Net realized gain on investments and foreign currency		1,755,932			1,813,766
Net change in unrealized appreciation (depreciation) on investments and foreign currency		7,052,229			(5,022,615	)


Net increase (decrease) from operations		10,409,720			(1,724,482	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(555,471	)		(514,963	)
From net investment income (Class I)		(1,159,261	)		(1,184,529	)
From net realized gain on investments (Class S)		(940,505	)		(205,407	)
From net realized gain on investments (Class I)		(1,811,653	)		(432,451	)


Total distributions to shareholders		(4,466,890	)		(2,337,350	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(7,534,033	)		17,724,722


Net increase (decrease) in net assets		(1,591,203	)		13,662,890

NET ASSETS:

Beginning of year		76,346,811			62,683,921


End of year (including undistributed net investment income of $0 and $1,058, respectively)	$	74,755,608		$	76,346,811

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

Equity Income Series

Financial Highlights - Class S


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.13		$	10.78		$	10.00


Income (loss) from investment operations:
Net investment income¹		0.22			0.20			0.29	²
Net realized and unrealized gain (loss) on investments		1.27			(0.54	)		0.86


Total from investment operations		1.49			(0.34	)		1.15


Less distributions to shareholders:
From net investment income		(0.24	)		(0.22	)		(0.23	)
From net realized gain on investments		(0.42	)		(0.09	)		(0.14	)


Total distributions to shareholders		(0.66	)		(0.31	)		(0.37	)


Net asset value - End of year	$	10.96		$	10.13		$	10.78


Net assets - End of year (000’s omitted)	$	25,592		$	24,584		$	24,178


Total return³		14.82	%		(3.20	%)		11.63	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.95	%		0.95	%		0.95	%
Net investment income		2.04	%		1.92	%		2.68	%²
Portfolio turnover		45	%		58	%		55	%

**The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:
		0.10	%		0.12	%		0.33	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the years.

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

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

Equity Income Series

Financial Highlights - Class I


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.13		$	10.78		$	10.00


Income (loss) from investment operations:
Net investment income¹		0.24			0.23			0.30	²
Net realized and unrealized gain (loss) on investments		1.29			(0.55	)		0.87


Total from investment operations		1.53			(0.32	)		1.17


Less distributions to shareholders:
From net investment income		(0.27	)		(0.24	)		(0.25	)
From net realized gain on investments		(0.42	)		(0.09	)		(0.14	)


Total distributions to shareholders		(0.69	)		(0.33	)		(0.39	)


Net asset value - End of year	$	10.97		$	10.13		$	10.78


Net assets - End of year (000’s omitted)	$	49,164		$	51,763		$	38,506

Total return³		15.13	%		(3.00	%)		11.79	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%		0.75	%		0.75	%
Net investment income		2.22	%		2.16	%		2.82	%²
Portfolio turnover		45	%		58	%		55	%

**The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:
		0.10	%		0.11	%		0.30	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the years.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.24 and the net investment income ratio would have been 2.19%.

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

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

Equity Income Series

Notes to Financial Statements

1.	Organization

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

The Series’ primary investment objectives are to provide current income and income growth, and it has a secondary goal of providing long-term capital appreciation.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 100 million have been designated as Equity Income Series Class S common stock, and 100 million have been designated as Equity Income Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Equity Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	6,399,872	$	6,399,872	$	—	$	—
Consumer Staples		3,257,981		2,003,298		1,254,683		—
Energy		10,163,586		9,603,474		560,112		—
Financials		12,069,043		12,069,043		—		—
Health Care		6,776,579		5,202,972		1,573,607		—
Industrials		8,174,532		8,174,532		—		—
Information Technology		6,694,345		6,694,345		—		—
Materials		9,604,462		8,630,289		974,173		—
Real Estate		8,510,304		8,510,304		—		—
Utilities		1,727,458		1,727,458		—		—
Mutual funds		1,762,514		1,762,514		—		—

Total assets	$	75,140,676	$	70,778,101	$	4,362,575	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

New Accounting Guidance

Equity Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

New Accounting Guidance (continued)

interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Option Contracts

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

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

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

Equity Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Option Contracts (continued)

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. The counterparty for the Series’ written options contracts outstanding during the year ended December 31, 2016 is Pershing LLC, a BNY Mellon Company. No such investments were held by the Series on December 31, 2016.

The following table presents the present value of derivatives held during the year ended December 31, 2016 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

The following table presents the effect of the derivative instruments on the Statement of Operations at December 31, 2016:


STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Equity contracts	Net realized loss on options written	$	(41,012	)
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(10,083	)

The average month-end balances for the year ended December 31, 2016 of outstanding derivative financial instruments were as follows:



Options:
Average number of option contracts written		539
Average notional value of option contracts written	$	2,453,056

Written Option Rollforward

Transactions in options written for the year ended December 31, 2016, were as follows:


	CALLS
	CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of year		1,305		$	17,383
Options written		4,885			85,805
Options exercised		(523	)		(12,080	)
Options expired		(4,992	)		(73,493	)
Options closed		(675	)		(17,615	)

Outstanding options, end of year		—		$	—

Equity Income Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2013 and the years ended December 31, 2014 through December 31, 2016. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

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 0.65% of the Series’ average daily net assets.

Equity Income Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.75% of average daily net assets. Accordingly, the Advisor waived fees of $72,292 for the year ended December 31, 2016, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed.

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $33,128,032 and $43,231,843, respectively. There were no purchases or sales of U.S. Government securities.

Equity Income Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Equity Income Series were:


CLASS S	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
CLASS S	SHARES			AMOUNT			SHARES			AMOUNT
Sold		304,339		$	3,345,644			474,641		$	4,989,203
Reinvested		133,815			1,465,125			69,717			702,742
Repurchased		(530,215	)		(5,668,381	)		(361,815	)		(3,823,197	)

Total		(92,061	)	$	(857,612	)		182,543		$	1,868,748


CLASS I	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
CLASS I	SHARES			AMOUNT			SHARES			AMOUNT
Sold		546,620		$	5,917,094			2,457,926		$	25,674,089
Reinvested		215,532			2,362,129			126,652			1,277,899
Repurchased		(1,387,360	)		(14,955,644	)		(1,048,909	)		(11,096,014	)

Total		(625,208	)	$	(6,676,421	)		1,535,669		$	15,855,974

Approximately 89% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, equalization and investments in options. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $112,115 was reclassified within the capital accounts to Undistributed Net Investment Income from Accumulated Net Realized Loss. Any such reclassifications are not reflected in the financial highlights.

Equity Income Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

The tax character of distributions paid for the year ended December 31, 2016 were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	2,248,126	$	1,753,009
Long-term capital gains	$	2,218,764	$	584,341


Cost for federal income tax purposes	$	70,502,270
Unrealized appreciation		7,572,484
Unrealized depreciation		(2,934,078	)

Net unrealized appreciation	$	4,638,406

Undistributed long-term gains	$	69,586

Equity Income Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Equity Income Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Equity Income Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $1,787,644 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series designates $1,210,904 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2016.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 71.98%, or if different, the maximum allowable under tax law.

Equity Income Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Equity Income Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Equity Income Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Chairman and Director since August 2016
Principal Occupation(s) During Past 5 Years:		Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016 - present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive) (2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage) (1995-2008) The Ashley Group (property management and investment) (1995-2008) Genesee Corporation (holding company) (1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech) (2000-present) ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014) HLTH Corp (WebMD) (information) (2000-2010) Cheyne Capital International (investment) (2000-present) GMP Companies (investment) (2000-2011) Cytos Biotechnology Ltd (biotechnology) (2012-2014)

Equity Income Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit) (2009-present)
		Gotham Early Music Scene, Inc. (non-profit) (2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)
Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present)
		Town of Greenburgh NY Planning Board (municipal government) (2015-present)
Officers

Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Equity Income Series

Directors’ and Officers’ Information

(unaudited)


Officers (continued)

Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Equity Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEIN-12/16-AR

LOGO

Unconstrained Bond Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Enclosed, we highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Unconstrained Bond Series

Fund Commentary

(unaudited)

Investment Objective

Primarily to provide long-term total return, with a secondary objective of providing preservation of capital. Under normal circumstances, at least 80% of the Series’ assets will be invested in bonds and other financial instruments with economic characteristics similar to bonds. Up to 50% of the Series may be invested in below investment-grade securities and up to 50% may be invested in non-U.S. dollar denominated securities, including securities issued by companies located in emerging markets. Derivatives such as futures, options, swaps, and forwards may be used to manage interest rate exposure, enhance duration management, or hedge currency exposure, for example.

Performance Commentary

The Citigroup 3-Month T-Bill Index returned 0.27% for 2016. The Class S shares of the Unconstrained Bond Series returned 4.08%, significantly outperforming the benchmark on a relative basis. Contributing to relative performance was the Series’ corporate bond allocations in both the investment-grade and high yield markets.

As the index invests only in Treasuries, the Series is significantly overweight relative to the index to corporate bonds and securitized credit, which benefited performance throughout 2016. The majority of the Series was invested in investment-grade securities. High yield bond allocations ranged from about 20% - 35% throughout the year; these allocations performed well on both an absolute and relative basis. We continue to view the Series’ current overweight positions as appropriate as we feel investors are being compensated to take on credit risk given current credit spreads. However, we would expect to pare back corporate exposure if credit spreads tighten, or if our outlook for the economy and/or macro risks change.

The Series’ largest underweight relative to the benchmark is to U.S. Treasuries. Despite the increase seen in 2016, yields remain quite low. As a result, we continue to believe that interest rates do not adequately compensate investors to take on significant levels of interest rate risk. Therefore, the Series maintains a modest duration. Should interest rates continue to increase to more attractive levels (causing prices to decline), we would look to increase duration through the purchase of longer maturity Treasuries or Agencies to take advantage of higher levels of income. If rates consolidate and prices rise, we may look to reduce duration.

Identifying opportunities in the fixed income space during 2017 will remain challenging, but we will continue to take advantage of volatility if it arises. Over the intermediate-term, we expect interest rates to follow a gradual upward path, but do not anticipate a short-term spike similar to what we saw following the U.S. Presidential election. We think the Fed will remain flexible and proceed slowly with small increases to the federal funds target rate that do not follow a well-defined schedule, whereas other major central banks across the globe are likely to maintain easier policies. Investor uncertainty coupled with diverging policy interest rates necessitates a flexible, selective approach when navigating fixed income markets for potential investment opportunities. As an active manager, Manning & Napier has implemented this type of investment strategy for over 45 years as we help clients achieve their long-term financial goals.

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

Please see the next page for additional performance information as of December 31, 2016.

Prior to 05/01/2015, the Unconstrained Bond Series was the Core Plus Bond Series, which had an investment objective of “providing long-term total return by investing primarily in fixed income securities” and did not use derivatives.

Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security’s price to changes in interest rates. The prices of fixed income securities with shorter durations generally will be less affected by changes in interest rates than the prices of fixed income securities with longer durations. For example, a 10 year duration means the fixed income security will decrease in value by 10% if interest rates rise 1% and increase in value by 10% if interest rates fall 1%. There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Investments in higher-yielding, lower-rated securities involve additional risks, including a higher risk of default and loss of principal. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets.

Investments in derivatives can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Also, the use of leverage increases exposure to the market and may magnify potential losses.

Unconstrained Bond Series

Performance Update as of December 31, 2016

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2016
	ONE YEAR¹			FIVE YEAR			TEN YEAR			SINCE INCEPTION²
Manning & Napier Fund, Inc. - Unconstrained Bond Series - Class S³		4.08	%		3.38	%		5.13	%		4.86	%
Manning & Napier Fund, Inc. - Unconstrained Bond Series - Class I^3,4		4.27	%		3.52	%		5.20	%		4.92	%
Citigroup 3-Month T-Bill Index⁵		0.27	%		0.09	%		0.73	%		1.21	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Unconstrained Bond Series -Class S for the ten years ended December 31, 2016 to the Citigroup 3-Month T-Bill Index.

LOGO

²Performance numbers for the Series are calculated from April 21, 2005, the Class S inception date. The Citigroup 3-Month T-Bill Index performance numbers are calculated from April 30, 2005.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended December 31, 2016, this net expense ratio was 0.75% for Class S and 0.50% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.75% for Class S and 0.50% for Class I for the year ended December 31, 2016.

⁴For periods prior to the inception of Class I on August 1, 2013, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Unconstrained Bond Series - Class S.

⁵The Citigroup 3-Month Treasury Bill Index is an unmanaged index based on 3-Month U.S. treasury bills. The Index measures the monthly return equivalents of yield averages that are not marked to market. The Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

Unconstrained Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (July 1, 2016 to December 31, 2016).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 7/1/16		ENDING ACCOUNT VALUE 12/31/16		EXPENSES PAID DURING PERIOD* 7/1/16-12/31/16		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$1,010.20		$3.77		0.75%
Hypothetical
(5% return before expenses)		$1,000.00		$1,021.39		$3.79		0.75%
Class I
Actual		$1,000.00		$1,010.70		$2.53		0.50%
Hypothetical
(5% return before expenses)		$1,000.00		$1,022.62		$2.54		0.50%

Unconstrained Bond Series

Portfolio Composition as of December 31, 2016

(unaudited)

LOGO

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS - 52.8%

Non-Convertible Corporate Bonds - 52.8%
Consumer Discretionary - 5.7%
Auto Components - 1.0%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		Ba3		9,000,000	$	9,016,875

Automobiles - 1.0%
Ford Motor Credit Co. LLC³, 1.806%, 11/4/2019		Baa2		9,000,000		9,027,162

Household Durables - 2.4%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)⁴, 6.125%, 7/1/2022		B1		1,845,000		1,854,225
CalAtlantic Group, Inc., 8.375%, 5/15/2018		Ba2		2,274,000		2,467,290
Lennar Corp., 12.25%, 6/1/2017		Ba1		7,737,000		8,065,822
Meritage Homes Corp., 4.50%, 3/1/2018		Ba2		500,000		507,500
Meritage Homes Corp., 7.00%, 4/1/2022		Ba2		835,000		903,888
NVR, Inc., 3.95%, 9/15/2022		Baa2		6,225,000		6,344,203
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		B1		900,000		915,750
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		Caa1		1,010,000		898,900


						21,957,578

Media - 1.3%
Cablevision Systems Corp., 8.625%, 9/15/2017		B3		3,025,000		3,146,000
CSC Holdings LLC, 7.625%, 7/15/2018		B2		285,000		304,238
CSC Holdings, LLC⁴, 10.875%, 10/15/2025		B2		910,000		1,082,900
DISH DBS Corp., 4.625%, 7/15/2017		Ba3		4,000,000		4,045,000
Sirius XM Radio, Inc.⁴, 5.375%, 4/15/2025		Ba3		1,050,000		1,044,750
VTR Finance B.V. (Chile)⁴, 6.875%, 1/15/2024		B1		1,765,000		1,822,362


						11,445,250


Total Consumer Discretionary						51,446,865

Consumer Staples - 1.2%
Beverages - 0.8%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A3		1,600,000		1,782,188
Constellation Brands, Inc., 7.25%, 5/15/2017		Ba1		2,000,000		2,040,000
DS Services of America, Inc. (Canada)⁴, 10.00%, 9/1/2021		Ba2		3,170,000		3,475,113


						7,297,301

Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC⁴, 5.375%, 7/15/2022		Ba3		1,670,000		1,611,550

Food Products - 0.1%
Pinnacle Operating Corp.⁵, 9.00%, 11/15/2020		C		1,095,000		481,800

Household Products - 0.1%
HRG Group, Inc., 7.75%, 1/15/2022		Caa1		910,000		948,675


Total Consumer Staples						10,339,326

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy - 6.5%
Energy Equipment & Services - 0.6%
Ensco plc, 5.20%, 3/15/2025		B1		3,900,000	$	3,368,313
McDermott International, Inc.⁴, 8.00%, 5/1/2021		B2		1,740,000		1,757,400


						5,125,713

Oil, Gas & Consumable Fuels - 5.9%
Cheniere Corpus Christi Holdings, LLC⁴, 7.00%, 6/30/2024		Ba3		1,065,000		1,152,862
Cheniere Corpus Christi Holdings, LLC⁴, 5.875%, 3/31/2025		Ba3		1,110,000		1,132,543
Chevron Corp., 1.718%, 6/24/2018		Aa2		4,500,000		4,513,779
Columbia Pipeline Group, Inc., 2.45%, 6/1/2018		Baa2		3,500,000		3,517,105
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		Baa2		1,750,000		1,838,498
ConocoPhillips Co.³, 1.806%, 5/15/2022		Baa2		7,000,000		6,928,110
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp., 6.125%, 3/1/2022		B1		800,000		820,000
Enviva Partners LP - Enviva Partners Finance Corp.⁴, 8.50%, 11/1/2021		B2		1,410,000		1,469,925
Hilcorp Energy I LP - Hilcorp Finance Co.⁴, 5.75%, 10/1/2025		Ba2		520,000		526,500
Kinder Morgan, Inc., 7.25%, 6/1/2018		Baa3		9,000,000		9,591,012
Kinder Morgan, Inc.⁴, 5.625%, 11/15/2023		Baa3		6,500,000		7,134,472
NGL Energy Partners LP - NGL Energy Finance Corp.⁴, 7.50%, 11/1/2023		B2		910,000		939,575
PBF Holding Co. LLC - PBF Finance Corp.⁴, 7.00%, 11/15/2023		B1		1,090,000		1,084,550
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		Baa3		3,330,000		3,444,052
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3		4,500,000		4,099,500
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		Ba1		980,000		1,048,600
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.⁴, 5.50%, 9/15/2024		B1		1,435,000		1,424,238
TransCanada PipeLines Ltd. (Canada), 1.625%, 11/9/2017		A3		2,000,000		1,998,528


						52,663,849


Total Energy						57,789,562

Financials - 23.1%
Banks - 13.6%
Bank of America Corp.³, 1.723%, 9/15/2026		Baa3		7,811,000		7,000,413
The Bank of Nova Scotia (Canada), 1.85%, 4/14/2020		Aaa		9,035,000		8,920,346
Bank of Scotland plc (United Kingdom)⁴, 5.25%, 2/21/2017		Aaa		8,000,000		8,046,744
Barclays Bank plc (United Kingdom)⁴, 6.05%, 12/4/2017		Baa3		8,250,000		8,522,968
Barclays Bank plc (United Kingdom)⁴, 10.179%, 6/12/2021		Baa3		2,540,000		3,153,943
CIT Group, Inc., 5.00%, 5/15/2017		Ba3		4,500,000		4,550,625
CIT Group, Inc., 4.25%, 8/15/2017		Ba3		4,500,000		4,561,875
Citigroup, Inc.³, 1.48%, 8/25/2036		Baa3		6,330,000		5,031,173
HSBC Holdings plc (United Kingdom)³, 2.59%, 5/25/2021		A1		9,000,000		9,192,753
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1		3,200,000		3,257,341
JPMorgan Chase & Co.³, 1.837%, 1/23/2020		A3		4,093,000		4,138,097

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
JPMorgan Chase & Co., 4.95%, 3/25/2020		A3			4,000,000	$	4,309,832
JPMorgan Chase & Co.³, 2.411%, 3/1/2021		A3			8,780,000		9,050,336
Lloyds Bank plc (United Kingdom)^4,6,7, 12.00%		BB	⁸		1,015,000		1,352,488
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2			7,516,000		7,552,332
National Australia Bank Ltd. (Australia)⁴, 2.00%, 2/22/2019		Aaa			9,000,000		9,036,540
National Bank of Canada (Canada)⁴, 1.40%, 4/20/2018		Aaa			9,000,000		8,974,701
Popular, Inc., 7.00%, 7/1/2019		B2			2,185,000		2,253,281
Royal Bank of Canada (Canada), 2.20%, 9/23/2019		Aaa			8,500,000		8,547,056
Santander Holdings USA, Inc., 2.65%, 4/17/2020		Baa3			3,750,000		3,716,741


							121,169,585

Capital Markets - 3.7%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3			3,000,000		3,254,959
The Goldman Sachs Group, Inc.³, 2.537%, 11/29/2023		A3			8,305,000		8,562,513
Morgan Stanley³, 2.026%, 1/27/2020		A3			8,750,000		8,827,411
Morgan Stanley, 5.75%, 1/25/2021		A3			3,940,000		4,371,729
UBS AG (Switzerland)³, 1.781%, 6/1/2020		A1			8,000,000		8,006,008


							33,022,620

Consumer Finance - 2.1%
Ally Financial, Inc., 2.75%, 1/30/2017		Ba3			6,500,000		6,501,301
Ally Financial, Inc., 3.25%, 11/5/2018		BB	⁸		2,500,000		2,503,125
American Express Credit Corp.³, 1.667%, 5/26/2020		A2			7,500,000		7,540,575
Navient Corp., 4.625%, 9/25/2017		Ba3			250,000		254,062
Navient Corp., 6.125%, 3/25/2024		Ba3			2,105,000		2,044,481


							18,843,544

Diversified Financial Services - 0.1%
Horizon Pharma, Inc., 6.625%, 5/1/2023		B3			610,000		581,025
Jefferies Finance LLC - JFIN Co-Issuer Corp.⁴, 7.375%, 4/1/2020		B1			575,000		575,000


							1,156,025

Insurance - 2.4%
American International Group, Inc., 4.875%, 6/1/2022		Baa1			4,260,000		4,655,221
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2			10,700,000		11,300,463
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3			3,045,000		3,097,060
Prudential Financial, Inc.⁹, 5.875%, 9/15/2042		Baa2			2,460,000		2,579,925


							21,632,669

Thrifts & Mortgage Finance - 1.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		Ba3			9,005,000		9,005,000

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Thrifts & Mortgage Finance (continued)
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.⁴, 5.875%, 8/1/2021		Ba3		1,780,000	$	1,691,000


						10,696,000


Total Financials						206,520,443

Health Care - 1.7%
Biotechnology - 0.5%
AbbVie, Inc., 2.50%, 5/14/2020		Baa2		3,000,000		3,000,783
AMAG Pharmaceuticals, Inc.⁴, 7.875%, 9/1/2023		B3		1,480,000		1,480,000


						4,480,783

Health Care Providers & Services - 1.0%
Fresenius Medical Care US Finance II, Inc. (Germany)⁴, 6.50%, 9/15/2018		Ba2		4,019,000		4,250,093
HCA, Inc., 7.50%, 2/15/2022		B1		1,625,000		1,844,375
LifePoint Health, Inc.⁴, 5.375%, 5/1/2024		Ba2		1,568,000		1,535,856
Tenet Healthcare Corp., 8.125%, 4/1/2022		Caa1		1,175,000		1,108,612


						8,738,936

Pharmaceuticals - 0.2%
Concordia International Corp. (Canada)⁴, 7.00%, 4/15/2023		Caa3		1,885,000		593,775
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC⁴, 5.625%, 10/15/2023		B1		1,390,000		1,296,175


						1,889,950


Total Health Care						15,109,669

Industrials - 5.5%
Aerospace & Defense - 0.4%
Arconic, Inc., 6.75%, 7/15/2018		Ba2		2,000,000		2,127,500
Arconic, Inc., 5.87%, 2/23/2022		Ba2		1,280,000		1,369,599


						3,497,099

Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.^4,10, 10.00%, 2/15/2018		Ca		964,181		636,359

Airlines - 0.6%
Allegiant Travel Co., 5.50%, 7/15/2019		B1		1,335,000		1,375,050
Southwest Airlines Co., 2.75%, 11/6/2019		Baa1		3,715,000		3,780,577


						5,155,627

Commercial Services & Supplies - 0.2%
Constellis Holdings LLC - Constellis Finance Corp.⁴, 9.75%, 5/15/2020		B3		965,000		989,126

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
Herc Rentals, Inc.⁴, 7.50%, 6/1/2022		B3			750,000	$	790,312


							1,779,438

Industrial Conglomerates - 1.3%
General Electric Co.³, 1.261%, 5/5/2026		A1			8,800,000		8,514,150
Siemens Financieringsmaatschappij N.V. (Germany)⁴, 2.15%, 5/27/2020		A1			3,000,000		2,981,796


							11,495,946

Machinery - 0.5%
CNH Industrial Capital LLC, 3.625%, 4/15/2018		Ba1			1,850,000		1,873,124
Meritor, Inc., 6.25%, 2/15/2024		B2			1,115,000		1,092,700
Shape Technologies Group, Inc.⁴, 7.625%, 2/1/2020		B2			915,000		935,588
Xerium Technologies, Inc.⁴, 9.50%, 8/15/2021		B2			745,000		743,138


							4,644,550

Trading Companies & Distributors - 2.5%
AerCap Ireland Capital Ltd. - AerCap Global Aviation Trust (Netherlands), 2.75%, 5/15/2017		Ba1			2,250,000		2,252,812
Air Lease Corp., 5.625%, 4/1/2017		BBB	⁸		5,595,000		5,643,956
Air Lease Corp., 3.375%, 6/1/2021		BBB	⁸		2,500,000		2,534,638
Aircastle Ltd., 6.75%, 4/15/2017		Ba1			8,500,000		8,585,000
Aircastle Ltd., 5.50%, 2/15/2022		Ba1			850,000		901,000
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2			1,795,000		1,866,800
International Lease Finance Corp., 6.25%, 5/15/2019		Ba1			590,000		634,250


							22,418,456


Total Industrials							49,627,475

Information Technology - 0.5%
Internet Software & Services - 0.1%
Nuance Communications, Inc.⁴, 5.625%, 12/15/2026		Ba3			1,300,000		1,278,225

IT Services - 0.1%
Automatic Data Processing, Inc., 2.25%, 9/15/2020		Aa3			1,000,000		1,005,168

Semiconductors & Semiconductor Equipment - 0.3%
QUALCOMM, Inc., 3.00%, 5/20/2022		A1			2,400,000		2,431,886


Total Information Technology							4,715,279

Materials - 1.7%
Chemicals - 0.7%
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2			4,760,000		5,455,345
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)⁴, 8.375%, 12/1/2022		B3			1,110,000		1,121,100


							6,576,445

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.0%##
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)⁴, 7.25%, 5/15/2024		B3		330,000	$	347,738

Metals & Mining - 0.4%
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021		Ba1		885,000		898,824
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.⁴, 7.375%, 2/1/2020		B3		1,390,000		1,383,050
Techniplas LLC⁴, 10.00%, 5/1/2020		Caa2		1,065,000		923,888


						3,205,762

Paper & Forest Products - 0.6%
Domtar Corp., 4.40%, 4/1/2022		Baa3		3,565,000		3,667,900
Tembec Industries, Inc. (Canada)⁴, 9.00%, 12/15/2019		B3		1,735,000		1,622,225


						5,290,125


Total Materials						15,420,070

Real Estate - 2.1%
Equity Real Estate Investment Trusts (REITS) - 2.0%
American Tower Corp., 2.80%, 6/1/2020		Baa3		4,000,000		4,002,120
American Tower Trust I, Series 13, Class 1A⁴, 1.551%, 3/15/2043		Aaa		1,625,000		1,623,670
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		A2		4,070,000		4,409,686
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		A2		610,000		649,571
Greystar Real Estate Partners LLC⁴, 8.25%, 12/1/2022		B2		1,030,000		1,114,975
MPT Operating Partnership LP - MPT Finance Corp., 5.25%, 8/1/2026		Ba1		870,000		852,600
Sixsigma Networks Mexico S.A. de C.V. (Mexico)⁴, 8.25%, 11/7/2021		B2		1,400,000		1,316,000
Welltower, Inc., 4.95%, 1/15/2021		Baa1		3,450,000		3,720,698


						17,689,320

Real Estate Management & Development - 0.1%
Forestar USA Real Estate Group, Inc.¹¹, 8.50%, 6/1/2022		Caa1		735,000		703,763


Total Real Estate						18,393,083

Telecommunication Services - 4.4%
Diversified Telecommunication Services - 3.7%
AT&T, Inc.³, 1.928%, 6/30/2020		Baa1		8,000,000		8,043,392
AT&T, Inc., 4.45%, 4/1/2024		Baa1		3,620,000		3,773,618
CenturyLink, Inc., 7.50%, 4/1/2024		Ba3		1,280,000		1,344,000
Frontier Communications Corp., 11.00%, 9/15/2025		B1		2,145,000		2,214,712
Inmarsat Finance plc (United Kingdom)⁴, 4.875%, 5/15/2022		Ba2		2,395,000		2,329,138
Qualitytech LP - QTS Finance Corp., 5.875%, 8/1/2022		B1		1,550,000		1,577,125
Qwest Corp., 6.50%, 6/1/2017		Ba1		8,500,000		8,654,700
Verizon Communications, Inc., 4.15%, 3/15/2024		Baa1		4,500,000		4,702,419


						32,639,104

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services - 0.7%
Altice Financing S.A. (Luxembourg)⁴, 6.625%, 2/15/2023		B1			1,780,000	$	1,828,949
Hughes Satellite Systems Corp.⁴, 6.625%, 8/1/2026		B3			1,395,000		1,401,975
SBA Tower Trust⁴, 2.933%, 12/11/2017		A2			1,660,000		1,661,721
SBA Tower Trust⁴, 3.598%, 4/15/2018		Baa3			1,640,000		1,646,051


							6,538,696


Total Telecommunication Services							39,177,800

Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
Atlantica Yield plc (Spain)⁴, 7.00%, 11/15/2019		B2			2,140,000		2,182,800
Terraform Global Operating LLC⁴, 9.75%, 8/15/2022		Caa1			980,000		1,046,150


Total Utilities							3,228,950


TOTAL CORPORATE BONDS
(Identified Cost $470,145,477)							471,768,522


ASSET-BACKED SECURITIES - 9.6%
Alterna Funding I LLC, Series 2014-1A, Class NOTE⁴, 1.639%, 2/15/2021		WR	¹²		517,224		502,677
BMW Vehicle Owner Trust, Series 2016-A, Class A2A, 0.99%, 5/28/2019		Aaa			3,000,000		2,996,263
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		Aaa			4,400,000		4,357,236
Carmax Auto Owner Trust, Series 2016-3, Class A2, 1.17%, 8/15/2019		AAA	⁸		4,745,000		4,742,129
CarMax Auto Owner Trust, Series 2016-4, Class A2, 1.21%, 11/15/2019		Aaa			4,300,000		4,291,465
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A⁴, 2.00%, 12/10/2023		WR	¹²		702,221		696,516
Chrysler Capital Auto Receivables Trust, Series 2016-AA, Class A2⁴, 1.47%, 4/15/2019		Aaa			2,418,594		2,420,946
Colony American Homes, Series 2015-1A, Class A^3,4, 1.936%, 7/17/2032		Aaa			1,840,772		1,842,934
Enterprise Fleet Financing LLC, Series 2015-2, Class A2⁴, 1.59%, 2/22/2021		AAA	⁸		1,847,653		1,846,627
Enterprise Fleet Financing LLC, Series 2016-2, Class A2⁴, 1.74%, 2/22/2022		AAA	⁸		1,830,000		1,824,819
FDIC Trust, Series 2011-R1, Class A⁴, 2.672%, 7/25/2026		WR	¹²		311,918		315,552
FNA Trust, Series 2014-1A, Class A⁴, 1.296%, 12/10/2022		WR	¹²		292,181		289,624
Ford Credit Auto Owner Trust, Series 2015-A, Class A3, 1.28%, 9/15/2019		Aaa			3,976,458		3,978,033
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		AAA	⁸		4,600,000		4,589,023
Hyundai Auto Lease Securitization Trust, Series 2014-B, Class A4⁴, 1.26%, 9/17/2018		AAA	⁸		1,617,113		1,617,274

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)
Illinois Student Assistance Commission, Series 2010-1, Class A2³, 1.932%, 4/25/2022		AAA	⁸		1,068,491	$	1,070,200
Invitation Homes Trust, Series 2015-SFR3, Class A^3,4, 2.036%, 8/17/2032		Aaa			1,792,242		1,796,657
Mercedes Benz Auto Lease Trust, Series 2015-A, Class A4, 1.21%, 10/15/2020		Aaa			2,800,000		2,800,180
Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3, 1.35%, 8/15/2019		Aaa			4,400,000		4,388,028
Navient Student Loan Trust, Series 2016-2, Class A1^3,4, 1.506%, 6/25/2065		Aaa			1,367,156		1,372,153
Navient Student Loan Trust, Series 2016-3A, Class A1^3,4, 1.356%, 6/25/2065		AAA	⁸		3,852,058		3,862,878
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A⁴, 1.92%, 10/15/2019		Aaa			1,900,000		1,899,997
Nissan Auto Lease Trust, Series 2016-A, Class A2A, 1.22%, 8/15/2018		Aaa			2,939,293		2,939,162
Nissan Auto Receivables Owner Trust, Series 2016 - B, Class A1, 0.63%, 5/15/2017		Aaa			131,155		131,155
SLM Student Loan Trust, Series 2008-6, Class A3³, 1.632%, 1/25/2019		A2			1,710,737		1,712,289
SLM Student Loan Trust, Series 2008-7, Class A3³, 1.532%, 4/25/2019		A2			1,629,267		1,627,107
SLM Student Loan Trust, Series 2012-5, Class A2³, 1.056%, 6/25/2019		Aaa			2,186,999		2,176,921
SLM Student Loan Trust, Series 2012-7, Class A2³, 1.036%, 9/25/2019		Aaa			1,775,949		1,773,012
SLM Student Loan Trust, Series 2013-1, Class A2³, 1.006%, 9/25/2019		Aaa			909,187		907,842
South Carolina Student Loan Corp., Series 2005, Class A3³, 1.071%, 12/1/2023		Aaa			1,515,028		1,504,301
Starwood Retail Property Trust, Series 2014-STAR, Class A^3,4, 1.924%, 11/15/2027		AAA	⁸		2,005,000		1,990,513
Tax Ease Funding LLC, Series 2016-1A, Class A⁴, 3.131%, 6/15/2028		WR	¹²		915,252		909,284
Toyota Auto Receivables Owner Trust, Series 2016-B, Class A2A, 1.02%, 10/15/2018		Aaa			3,300,000		3,298,062
Toyota Auto Receivables Owner Trust, Series 2016-C, Class A2A, 1.00%, 1/15/2019		Aaa			1,155,000		1,153,055
Tricon American Homes Trust, Series 2016-SFR1, Class A⁴, 2.589%, 11/17/2033		Aaa			2,400,000		2,330,441
Wheels SPV 2 LLC, Series 2016-1A, Class A1⁴, 0.85%, 8/20/2017		AAA	⁸		2,647,840		2,647,135
Wheels SPV 2 LLC, Series 2016-1A, Class A2⁴, 1.59%, 5/20/2025		AAA	⁸		500,000		497,801
World Omni Automobile Lease Securitization Trust, Series 2014-A, Class A4, 1.37%, 1/15/2020		Aaa			3,240,000		3,241,565
World Omni Automobile Lease Securitization Trust, Series 2016-A, Class A2A, 1.20%, 2/15/2019		Aaa			3,300,000		3,294,708


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $85,809,998)							85,635,564

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.2%
Americold LLC Trust, Series 2010-ARTA, Class A1⁴, 3.847%, 1/14/2029		AAA	⁸		203,892	$	211,333
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^3,4, 2.13%, 2/25/2043		AAA	⁸		841,545		775,176
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		Aaa			483,731		483,407
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K005, Class AX (IO)³, 1.358%, 11/25/2019		Aaa			7,106,673		248,613
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)³, 1.404%, 8/25/2020		Aaa			10,341,359		387,664
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)³, 1.201%, 4/25/2021		Aaa			7,603,137		332,836
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)³, 1.539%, 10/25/2021		Aaa			4,948,416		299,536
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)³, 1.367%, 12/25/2021		Aaa			35,416,330		1,949,839
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)³, 1.479%, 6/25/2022		Aaa			17,715,775		1,165,337
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)³, 0.215%, 4/25/2023		Aaa			59,573,032		687,532
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)³, 0.115%, 5/25/2023		Aaa			35,076,005		238,113
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)³, 1.546%, 10/25/2018		Aaa			7,779,010		182,114
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		Aaa			1,480,000		1,484,998
FREMF Mortgage Trust, Series 2011-K701, Class B^3,4, 4.286%, 7/25/2048		AA	⁸		950,000		963,657
FREMF Mortgage Trust, Series 2011-K702, Class B^3,4, 4.765%, 4/25/2044		A3			230,000		236,794
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)⁴, 0.10%, 6/25/2046		WR	¹²		92,514,752		451,898
FREMF Mortgage Trust, Series 2013-K712, Class B^3,4, 3.365%, 5/25/2045		AA	⁸		1,300,000		1,320,114
FREMF Mortgage Trust, Series 2014-K716, Class B^3,4, 3.952%, 8/25/2047		A2			2,550,000		2,636,711
FREMF Mortgage Trust, Series 2015-K42, Class B^3,4, 3.853%, 12/25/2024		A3			1,900,000		1,878,733
FREMF Mortgage Trust, Series 2015-K43, Class B^3,4, 3.735%, 2/25/2048		WR	¹²		1,500,000		1,469,712
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^3,4, 3.382%, 12/15/2034		AA	⁸		2,000,000		2,030,264
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^3,4, 3.382%, 12/15/2034		BBB	⁸		1,150,000		1,143,595
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A3⁴, 4.07%, 11/15/2043		AAA	⁸		750,000		782,370

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2011-C4, Class A3⁴, 4.106%, 7/15/2046		AAA	⁸		3,568,486	$	3,672,030
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^3,4, 3.00%, 3/25/2043		WR	¹²		619,028		599,526
JP Morgan Mortgage Trust, Series 2013-2, Class A2^3,4, 3.50%, 5/25/2043		AAA	⁸		740,694		746,654
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^3,4, 3.00%, 6/25/2029		AAA	⁸		1,118,286		1,125,188
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2⁴, 2.767%, 1/20/2041		Aaa			874,561		874,062
Motel 6 Trust, Series 2015-MTL6, Class B⁴, 3.298%, 2/5/2030		WR	¹²		1,900,000		1,906,495
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^3,4, 3.75%, 11/25/2054		AAA	⁸		1,140,674		1,157,189
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^3,4, 3.75%, 8/25/2055		Aaa			1,688,589		1,743,513
OBP Depositor LLC Trust, Series 2010-OBP, Class A⁴, 4.646%, 7/15/2045		AAA	⁸		420,000		446,636
SCG Trust, Series 2013-SRP1, Class AJ^3,4, 2.654%, 11/15/2026		AAA	⁸		2,000,000		1,983,082
Sequoia Mortgage Trust, Series 2013-2, Class A³, 1.874%, 2/25/2043		AAA	⁸		832,496		795,359
Sequoia Mortgage Trust, Series 2013-7, Class A2³, 3.00%, 6/25/2043		AAA	⁸		658,920		647,980
Sequoia Mortgage Trust, Series 2013-8, Class A1³, 3.00%, 6/25/2043		Aaa			925,226		910,998
Towd Point Mortgage Trust, Series 2016-5, Class A1^3,4, 2.50%, 10/25/2056		Aaa			2,400,000		2,388,874
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		AAA	⁸		1,195,000		1,260,698
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2⁴, 4.393%, 11/15/2043		Aaa			1,350,000		1,437,863
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A4^3,4, 4.869%, 2/15/2044		Aaa			1,550,000		1,689,661
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^3,4, 3.50%, 1/20/2045		WR	¹²		1,066,913		1,064,058
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^3,4, 3.50%, 3/20/2045		Aaa			1,154,581		1,164,449


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $46,022,079)							46,974,661


FOREIGN GOVERNMENT BONDS - 4.6%
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019		Ba2			1,300,000		1,508,000
Brazilian Government International Bond (Brazil), 4.25%, 1/7/2025		Ba2			2,600,000		2,431,000
Chile Government (Chile), 5.50%, 8/5/2020		Aa3		CLP	1,800,000,000		2,827,402
Japan Government Two Year Bond (Japan), 0.10%, 10/15/2018		A1		JPY	1,750,000,000		15,050,674
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		Aa2			500,000		491,025
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017		WR	¹²	KRW	5,000,000,000		4,154,930
Mexican Government Bond (Mexico), 5.00%, 6/15/2017		A3		MXN	64,000,000		3,070,286
Mexican Government Bond (Mexico), 8.00%, 6/11/2020		A3		MXN	35,000,000		1,737,605

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT ²/ SHARES		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 6.50%, 6/9/2022		A3	MXN	126,000,000	$	5,868,508
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1		4,500,000		4,426,952


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $50,832,306)						41,566,382


MUTUAL FUNDS - 4.9%
iShares iBoxx $ High Yield Corporate Bond ETF				251,000		21,724,050
SPDR Bloomberg Barclays High Yield Bond ETF				596,000		21,724,200


TOTAL MUTUAL FUNDS
(Identified Cost $43,478,688)						43,448,250


U.S. TREASURY SECURITIES - 8.9%

U.S. Treasury Bonds - 2.8%
U.S. Treasury Bond, 6.25%, 5/15/2030				6,100,000		8,629,835
U.S. Treasury Bond, 4.75%, 2/15/2037				6,300,000		8,199,595
U.S. Treasury Bond, 2.50%, 2/15/2045				9,300,000		8,283,901


Total U.S. Treasury Bonds
(Identified Cost $26,366,643)						25,113,331


U.S. Treasury Notes - 6.1%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2018				17,609,925		17,770,087
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020				18,425,306		18,616,744
U.S. Treasury Inflation Indexed Note, 0.25%, 1/15/2025				18,370,440		18,067,015


Total U.S. Treasury Notes
(Identified Cost $53,947,178)						54,453,846


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $80,313,821)						79,567,177


U.S. GOVERNMENT AGENCIES - 7.6%

Mortgage-Backed Securities - 7.6%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021				530,730		561,110
Fannie Mae, Pool #995233, 5.50%, 10/1/2021				40,934		42,974
Fannie Mae, Pool #888017, 6.00%, 11/1/2021				53,526		57,299
Fannie Mae, Pool #995329, 5.50%, 12/1/2021				367,744		389,090
Fannie Mae, Pool #888136, 6.00%, 12/1/2021				66,913		71,719
Fannie Mae, Pool #888810, 5.50%, 11/1/2022				637,155		674,361
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024				42,872		45,997
Fannie Mae, Pool #MA0115, 4.50%, 7/1/2029				128,507		138,926
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034				498,963		539,956
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034				1,010,145		1,072,531
Fannie Mae, Pool #918516, 5.50%, 6/1/2037				224,222		250,543
Fannie Mae, Pool #933731, 5.50%, 4/1/2038				234,226		261,326

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		280,018	$	311,709
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		743,846		843,382
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		296,069		330,691
Fannie Mae, Pool #AA7236, 4.00%, 6/1/2039		1,214,265		1,281,225
Fannie Mae, Pool #AJ1989, 4.50%, 10/1/2041		2,764,197		2,986,013
Fannie Mae, Pool #AW5338, 4.50%, 6/1/2044		1,555,688		1,673,817
Fannie Mae, Pool #AS3878, 4.50%, 11/1/2044		1,597,542		1,722,286
Fannie Mae, Pool #BC5442, 4.00%, 4/1/2046		3,534,449		3,718,574
Fannie Mae, Pool #BC9568, 4.00%, 5/1/2046		5,039,233		5,302,861
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		164,267		171,155
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		68,550		73,610
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		48,906		52,529
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		36,820		39,681
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		65,310		70,233
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		28,540		30,520
Freddie Mac, Pool #C91359, 4.50%, 2/1/2031		305,197		328,717
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		828,709		893,013
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		799,107		863,457
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		241,446		261,054
Freddie Mac, Pool #C91760, 3.50%, 5/1/2034		3,895,641		4,029,304
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		1,149,710		1,222,947
Freddie Mac, Pool #C91811, 4.00%, 1/1/2035		1,637,519		1,741,928
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		767,123		861,591
Freddie Mac, Pool #C91872, 3.50%, 4/1/2036		4,343,227		4,501,967
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		333,203		371,614
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		372,382		415,355
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		258,293		288,065
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		28,025		31,225
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		202,760		229,064
Freddie Mac, Pool #A96363, 4.50%, 1/1/2041		4,501,164		4,848,591
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		874,721		975,427
Freddie Mac, Pool #G60342, 4.50%, 5/1/2042		4,331,216		4,661,175
Freddie Mac, Pool #G07998, 4.50%, 7/1/2044		4,677,966		5,045,006
Freddie Mac, Pool #Q38473, 4.00%, 1/1/2046		6,525,682		6,857,926
Freddie Mac, Pool #Q40375, 3.50%, 5/1/2046		6,684,072		6,850,325


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $68,742,321)				67,991,869

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 5.0%

Dreyfus Government Cash Management¹³, 0.45%,
(Identified Cost $44,852,204)		44,852,204	$	44,852,204

TOTAL INVESTMENTS - 98.6%
(Identified Cost $890,196,894)				881,804,629
OTHER ASSETS, LESS LIABILITIES - 1.4%				12,470,902


NET ASSETS - 100%			$	894,275,531

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT DECEMBER 31, 2016:

CONTRACTS

SOLD

ISSUE

EXCHANGE

EXPIRATION

NOTIONAL VALUE²

UNREALIZED
APPRECIATION

128

U.S. Treasury Notes (5 Year)

CBOT

March 2017

15,061,000

18,756

U.S. Treasury Notes (2 Year)

CBOT

March 2017

11,701,125

3,275

121

U.S. Ultra Treasury Bonds (10 Year)

CBOT

March 2017

16,221,563

34,733

Total

56,764


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT DECEMBER 31, 2016¹⁴:
SETTLEMENT DATE	CONTRACTS TO DELIVER	IN EXCHANGE FOR	CONTRACTS AT VALUE	UNREALIZED APPRECIATION
10/17/2017	JPY 1,763,519,588	$17,398,575	$15,327,862	$2,070,713

CBOT - Chicago Board of Trade

CLP - Chilean Peso

ETF - Exchange-Traded Fund

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

##Less than 0.1%.

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³The coupon rate is floating and is the effective rate as of December 31, 2016.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $178,809,642 or 20.0%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired between September 13, 2013 and December 16, 2014 at a cost of $1,130,763 ($103.27 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $481,800, or 0.1%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

⁶Security is perpetual in nature and has no stated maturity date.

⁷The rate shown is a fixed rate as of December 31, 2016; the rate becomes floating, based on LIBOR plus a spread, in December 2024.

⁸Credit ratings from S&P (unaudited).

⁹The rate shown is a fixed rate as of December 31, 2016; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

¹⁰Represents a Payment-In-Kind bond.

¹¹Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired between May 7, 2014 and December 16, 2014 at a cost of $748,085 ($101.78 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $703,763, or 0.1%, of the Series’ net assets as of December 31, 2016 (see Note 2 to the financial statements).

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

Unconstrained Bond Series

Investment Portfolio - December 31, 2016

¹²Credit rating has been withdrawn. As of December 31, 2016, there is no rating available (unaudited).

¹³Rate shown is the current yield as of December 31, 2016.

¹⁴The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

Unconstrained Bond Series

Statement of Assets and Liabilities

December 31, 2016


ASSETS:

Investments, at value (identified cost $890,196,894) (Note 2)	$	881,804,629
Interest receivable		5,886,307
Deposits at broker for futures contracts		4,540,991
Receivable for fund shares sold		845,188
Receivable for securities sold		666,745
Unrealized appreciation on foreign forward currency contracts (Note 2)		2,070,713
Dividends receivable		108,156
Prepaid and other expenses		23,853


TOTAL ASSETS		895,946,582


LIABILITIES:

Accrued management fees (Note 3)		336,699
Accrued shareholder services fees (Class S) (Note 3)		179,469
Accrued fund accounting and administration fees (Note 3)		46,882
Accrued transfer agent fees (Note 3)		4,627
Accrued Directors’ fees (Note 3)		632
Accrued Chief Compliance Officer service fees (Note 3)		346
Payable for fund shares repurchased		961,961
Variation margin payable on futures contracts		94,328
Other payables and accrued expenses		46,107


TOTAL LIABILITIES		1,671,051


TOTAL NET ASSETS	$	894,275,531


NET ASSETS CONSIST OF:

Capital stock	$	871,238
Additional paid-in-capital		902,000,386
Distributions in excess of net investment income		(56,188	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(2,274,191	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(6,265,714	)


TOTAL NET ASSETS	$	894,275,531


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($845,042,657/81,820,357 shares)	$	10.33


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($49,232,874/5,303,399 shares)	$	9.28

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

Unconstrained Bond Series

Statement of Operations

For the Year Ended December 31, 2016



INVESTMENT INCOME:

Interest	$	25,603,595
Dividends		307,959


Total Investment Income		25,911,554


EXPENSES:

Management fees (Note 3)		3,971,462
Shareholder services fees (Class S) (Note 3)		2,091,118
Fund accounting and administration fees (Note 3)		174,898
Directors’ fees (Note 3)		61,574
Transfer agent fees (Note 3)		16,558
Chief Compliance Officer service fees (Note 3)		3,947
Custodian fees		61,867
Miscellaneous		137,613


Total Expenses		6,519,037


NET INVESTMENT INCOME		19,392,517


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

Net realized gain (loss) on-
Investments		(3,710,719	)
Futures Contracts		2,086,775
Foreign currency and translation of other assets and liabilities		(853,671	)


		(2,477,615	)

Net change in unrealized appreciation (depreciation) on-
Investments		16,487,606
Futures Contracts		21,694
Foreign currency and translation of other assets and liabilities		2,070,942


		18,580,242


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		16,102,627


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	35,495,144

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

Unconstrained Bond Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 12/31/16			FOR THE YEAR ENDED 12/31/15
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	19,392,517		$	21,352,038
Net realized gain (loss) on investments and foreign currency		(2,477,615	)		1,114,958
Net change in unrealized appreciation (depreciation) on investments and foreign currency		18,580,242			(30,758,288	)


Net increase (decrease) from operations		35,495,144			(8,291,292	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(16,347,303	)		(19,694,013	)
From net investment income (Class I)		(974,924	)		(1,451,018	)
From net realized gain on investments (Class S)		—			(4,059,004	)
From net realized gain on investments (Class I)		—			(210,806	)
From return of capital (Class S)		—			(443,735	)
From return of capital (Class I)		—			(32,692	)


Total distributions to shareholders		(17,322,227	)		(25,891,268	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		2,743,372			148,033,400


Net increase in net assets		20,916,289			113,850,840

NET ASSETS:

Beginning of year		873,359,242			759,508,402


End of year (including distributions in excess of net investment income of $56,188 and $1,031,069, respectively)	$	894,275,531		$	873,359,242

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

Unconstrained Bond Series

Financial Highlights - Class S*


	FOR THE YEARS ENDED
	12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.12		$	10.53		$	10.65		$	11.27		$	10.67


Income (loss) from investment operations:
Net investment income¹		0.22			0.27			0.34			0.37			0.45
Net realized and unrealized gain (loss) on investments		0.19			(0.36	)		(0.00	)²		(0.38	)		0.70


Total from investment operations		0.41			(0.09	)		0.34			(0.01	)		1.15


Less distributions to shareholders:
From net investment income		(0.20	)		(0.26	)		(0.34	)		(0.37	)		(0.45	)
From net realized gain on investments		—			(0.05	)		(0.12	)		(0.24	)		(0.10	)
From return of capital		—			(0.01	)		—			—			—


Total distributions to shareholders		(0.20	)		(0.32	)		(0.46	)		(0.61	)		(0.55	)


Net asset value - End of year	$	10.33		$	10.12		$	10.53		$	10.65		$	11.27


Net assets - End of year (000’s omitted)	$	845,043		$	835,610		$	680,719		$	653,668		$	631,082


Total return³		4.08	%		(0.88	%)		3.18	%		(0.02	%)		10.94	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		2.18	%		2.58	%		3.16	%		3.35	%		4.01	%
Portfolio turnover		56	%		81	%		53	%		49	%		41	%

Effective August 1, 2013, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			0.00	%⁴		N/A

¹Calculated based on average shares outstanding during the years.

²Less than $(0.01).

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

⁴Less than 0.01%.

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

Unconstrained Bond Series

Financial Highlights - Class I


	FOR THE YEARS ENDED									FOR THE PERIOD 8/1/13¹TO
	12/31/16			12/31/15			12/31/14			12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.12		$	9.52		$	9.68		$	10.00


Income (loss) from investment operations:
Net investment income²		0.23			0.29			0.34			0.15
Net realized and unrealized gain (loss) on investments		0.16			(0.34	)		(0.02	)		0.00	³


Total from investment operations		0.39			(0.05	)		0.32			0.15


Less distributions to shareholders:
From net investment income		(0.23	)		(0.29	)		(0.36	)		(0.23	)
From net realized gain on investments		—			(0.05	)		(0.12	)		(0.24	)
From return of capital		—			(0.01	)		—			—


Total distributions to shareholders		(0.23	)		(0.35	)		(0.48	)		(0.47	)


Net asset value - End of period	$	9.28		$	9.12		$	9.52		$	9.68


Net assets - End of period (000’s omitted)	$	49,233		$	37,749		$	78,789		$	19,209

Total return⁴		4.27	%		(0.59	%)		3.36	%		1.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.50	%		0.50	%		0.50	%		0.50	%⁵
Net investment income		2.50	%		3.00	%		3.42	%		3.55	%⁵
Portfolio turnover		56	%		81	%		53	%		49	%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			0.00	%^5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

⁵Annualized.

⁶Less than 0.01%.

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

Unconstrained Bond Series

Notes to Financial Statements

1.	Organization

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

The Series’ primary investment objective is to provide long-term total return, and its secondary objective is to provide preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2016, 10.5 billion shares have been designated in total among 40 series, of which 125 million have been designated as Unconstrained Bond Series Class S common stock and 100 million have been designated as Unconstrained Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of December 31, 2016 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
U.S. Treasury and other U.S. Government agencies	$	147,559,046	$	—	$	147,559,046	$	—
Corporate debt:
Consumer Discretionary		51,446,865		—		51,446,865		—
Consumer Staples		10,339,326		—		10,339,326		—
Energy		57,789,562		—		57,789,562		—
Financials		206,520,443		—		206,520,443		—
Health Care		15,109,669		—		15,109,669		—
Industrials		49,627,475		—		49,627,475		—
Information Technology		4,715,279		—		4,715,279		—
Materials		15,420,070		—		15,420,070		—
Real Estate		18,393,083		—		18,393,083		—
Telecommunication Services		39,177,800		—		39,177,800		—
Utilities		3,228,950		—		3,228,950		—
Asset-backed securities		85,635,564		—		85,635,564		—
Commercial mortgage-backed securities		46,974,661		—		46,974,661		—

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Foreign government bonds	$	41,566,382	$	—	$	41,566,382	$	—
Mutual funds		88,300,454		88,300,454		—		—
Other financial instruments*:
Foreign currency exchange contracts		2,070,713		—		2,070,713		—
Interest rate contracts		56,764		56,764		—		—

Total assets	$	883,932,106	$	88,357,218	$	795,574,888	$	—

There were no Level 3 securities held by the Series as of December 31, 2015 or December 31, 2016.

*Other financial instruments are futures (Level 1) and forwards (Level 2). Futures and forwards are valued at the unrealized appreciation (depreciation) on the instrument.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Inflation-Indexed Bonds

Forward Foreign Currency Exchange Contracts

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The average month-end balances for the year ended December 31, 2016, the period in which forward foreign currency exchange contracts were outstanding, as measured in terms of the notional amount, was approximately $16,031,697.

Futures

The Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the bond market or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Adviser to the Series may be attempting to sell some or all the Series holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, a Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions).

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

The following table presents the present value of derivatives held at December 31, 2016 as reflected on the Statement of Assets and Liabilities, and the effect of derivative instruments on the Statement of Operations:


STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Foreign forward currency exchange contracts	Net unrealized appreciation on foreign forward currency exchange contracts¹	$	2,070,713
Interest rate contracts	Net unrealized appreciation¹	$	56,764

STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Foreign forward currency exchange contracts	Net realized loss on foreign currency and translation of other assets and liabilities	$	(176,305	)
Interest rate contracts	Net realized gain on futures contracts	$	2,086,775
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Foreign forward currency exchange contracts	Net change in unrealized appreciation on foreign currency and translation of other assets and liabilities	$	2,070,713
Interest rate contracts	Net change in unrealized appreciation on futures contracts	$	21,694

¹Includes cumulative appreciation/depreciation on futures contracts and forward foreign currency contracts as reported in the Investment Portfolio, and is included within Net Assets as the components of capital are not required to be presented separately on the Statements of Assets and Liabilities. Only the current day’s variation margin is reported within the Statements of Assets and Liabilities for futures contracts.

The average month-end balances for the year ended December 31, 2016, the period in which such derivatives were outstanding, were as follows:



Futures Contracts:
Average number of contracts purchased		90
Average number of contracts sold		472
Average notional value of contracts purchased	$	17,346,701
Average notional value of contracts sold	$	75,652,855

Securities Purchased on a When-Issued Basis or Forward Commitment

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

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

Restricted Securities

Illiquid Securities

Federal Taxes

At December 31, 2016, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Unconstrained Bond Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.45% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 2017, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.50% of average daily net assets each year. For the year ended December 31, 2016, the Advisor did not waive fees or reimburse expenses for the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Unconstrained Bond Series

Notes to Financial Statements (continued)

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

4.	Purchases and Sales of Securities

For the year ended December 31, 2016, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $328,488,798 and $386,605,866, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $192,972,399 and $73,515,513, respectively.

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Unconstrained Bond Series were:


CLASS S:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		10,621,122		$	110,330,122			26,221,830		$	274,826,042
Reinvested		1,557,675			16,056,924			2,299,283			23,649,755
Repurchased		(12,955,858	)		(133,550,385	)		(10,588,506	)		(110,904,010	)

Total		(777,061	)	$	(7,163,339	)		17,932,607		$	187,571,787



CLASS I:	FOR THE YEAR ENDED 12/31/16						FOR THE YEAR ENDED 12/31/15
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,151,663		$	66,358,709			2,240,234		$	21,384,669
Reinvested		82,984			769,400			143,067			1,332,244
Repurchased		(6,070,806	)		(57,221,398	)		(6,517,164	)		(62,255,300	)

Total		1,163,841		$	9,906,711			(4,133,863	)	$	(39,538,387	)

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

6.	Financial Instruments and Loan Assignments

7.	Foreign Securities

Unconstrained Bond Series

Notes to Financial Statements (continued)

7.	Foreign Securities (continued)

currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including wash sales and investments in Treasury Inflation Protected securities, foreign currency gains and losses, and the realization for tax purposes of unrealized gains/losses on certain futures. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the year ended December 31, 2016, $1,095,409 was reclassified within the capital accounts to Accumulated Net Realized Loss on Investments from Distributions in Excess of Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 12/31/16		FOR THE YEAR ENDED 12/31/15
Ordinary income	$	17,322,227	$	21,145,858
Long-term capital gains	$	—	$	4,268,983
Return of capital	$	—	$	476,427

At December 31, 2016, the tax basis of components of distributable earnings and the net unrealized depreciation based on identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	890,247,528
Unrealized appreciation		8,705,218
Unrealized depreciation		(17,148,117	)

Net unrealized depreciation	$	(8,442,899	)

Undistributed ordinary income	$	2,014,525
Capital loss carryforwards	$	(2,166,793	)

At December 31, 2016, the Series had net long-term capital loss carryforwards of $2,166,793, which may be carried forward indefinitely.

Unconstrained Bond Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Unconstrained Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

February 22, 2017

Unconstrained Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Unconstrained Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

•

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer

Name:		Michele T. Mosca*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served: Principal Occupation(s) During Past 5 Years:		Indefinite - Chairman and Director since August 2016 Managing Director, Funds Group (2009-present) - Manning & Napier Advisors, LLC; President, Director (2015-present) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (2016-present) - Rainier Investment Management Mutual Funds Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Trustee - Rainier Investment Management Mutual Funds (six portfolios) (2016- present)

Independent Directors

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		76
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director & Chief Executive Officer (1997 to present) - The Ashley Group (property management and investment). Director (1995-2008) and Chairman (non-executive) (2004-2008) - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Fannie Mae (mortgage) (1995-2008)
		The Ashley Group (property management and investment) (1995-2008)
		Genesee Corporation (holding company) (1987-2007)

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		71
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Incyte Corp. (biotech)(2000-present)
		ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014)
		HLTH Corp (WebMD) (information) (2000-2010)
		Cheyne Capital International (investment) (2000-present)
		GMP Companies (investment) (2000-2011)
		Cytos Biotechnology Ltd (biotechnology) (2012-2014)

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)


Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Boston Early Music Festival (non-profit) (2007-present)
		Amherst Early Music, Inc. (non-profit) (2009-present)
		Gotham Early Music Scene, Inc. (non-profit) (2009-present)
		Partnership for New York City, Inc. (non-profit) (1989-2010)
		New York Collegium (non-profit) (2004-2011)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		81
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (1972-present)
		Culinary Institute of America (non-profit college) (1985-present)
		George Eastman House (museum) (1988-present)
		National Restaurant Association (restaurant trade organization) (1978-present)
Name:		Chester N. Watson
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		Rochester Institute of Technology (university) (2005-present) Town of Greenburgh NY Planning Board (municipal government) (2015-present)

Officers
Name:		Jeffrey S. Coons, Ph.D., CFA^®
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		53
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Unconstrained Bond Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Elizabeth Craig
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		29
Current Position(s) Held with Fund:		Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016)- Manning & Napier Fund, Inc.
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer (2002-present); Chief Financial Officer (2001-present)
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting (2011-present); Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer (2008-present) - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Chief Compliance Officer (2004-present); Anti-Money Laundering Compliance Officer (2002-present); Corporate Secretary (1997-2016)
Principal Occupation(s) During Past 5 Years:		Director of Compliance (2005-present); Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Amy Williams
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		55
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2016
Principal Occupation(s) During Past 5 Years:		Director of Fund Documentation (2009-present) - Manning & Napier Advisors, LLC
		Holds one or more of the following titles for various affiliates; Director
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Name:		Richard Yates
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		51
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates (2000-present); Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		40
Other Directorships Held Outside Fund Complex:		N/A

Unconstrained Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCPB-12/16-AR

ITEM 2: CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The current members of the Audit Committee are: Stephen B. Ashley, Paul A. Brooke, Harris H. Rusitzky, and Chester N. Watson. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. Real Estate Series, International Series, World Opportunities Series, Core Bond Series, Unconstrained Bond Series, High Yield Bond Series, Ohio Tax Exempt Series, Diversified Tax Exempt Series, New York Tax Exempt Series, Emerging Markets Series, Global Fixed Income Series, Strategic Income Moderate Series, Strategic Income Conservative Series, Dynamic Opportunities Series, and Equity Income Series, (collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended December 31, 2016 and 2015 were:


	2016	2015


Audit Fees (a)	$456,925	$490,512

Audit Related Fees (b)	$0	$0

Tax Fees (c)	$108,560	$121,380

All Other Fees (d)	$0	$0


	$565,485	611,892

(a)

Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b)

Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c)

Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d)

All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended December 31, 2016 and 2015.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i)	Directly relate to the Fund’s operations and financial reporting; and

ii)

Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, LLC, and entities in a control relationship with the advisor (“service affiliate”) that provides ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.


	2016	2015


Audit Related Fees	$1,944	$1,944

Tax Fees	$0	$0


	$1,944	$1,944

The Audit Related fees for the years ended December 31, 2016 and 2015 were for a license for proprietary authoritative financial reporting and assurance literature library software.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended December 31, 2016 and 2015.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2016 and 2015 were $108,560 and $121,380, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $1,944 and $1,944, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

(a)	See Investment Portfolios under Item 1 on this Form N-CSR.

(b)	Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11: CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12: EXHIBITS


(a)(1)		Code of ethics that is subject to the disclosure of Item 2 above.

(a)(2)		Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3)		Not applicable.

(b)		A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX-99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(12.other)		Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ Michele T. Mosca

Michele T. Mosca

President & Principal Executive Officer of Manning & Napier Fund, Inc.

Date: February 15, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Michele T. Mosca

Michele T. Mosca

President & Principal Executive Officer of Manning & Napier Fund, Inc.

Date: February 15, 2017

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

Date: February 15, 2017