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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-04087


 

Manning & Napier Fund, Inc.


(Exact name of registrant as specified in charter)

 

290 Woodcliff Drive, Fairport, NY 14450


(Address of principal executive offices)(Zip Code)

 

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


(Name and address of agent for service)

 

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


 

Date of fiscal year end: December 31


 

Date of reporting period: January 1, 2025 through June 30, 2025

 

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, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

(a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

 

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-I-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-I-6/25-SAR

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.

SEMi-annual shareholder report

Core Bond Series - Class I

ticker: EXCIX

 

logo

 

This semi-annual shareholder report contains important information about Class I of Core Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class I
$22
0.44%

Expenses are equal to Class I shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$669,787,765
Number of Holdings
196
Portfolio Turnover (for the six months ended 6/30/25)
19%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.016
Communication Services
0.015
Consumer Discretionary
0.017
Energy
0.025
Financials
0.112
Industrials
0.012
Materials
0.005
Real Estate
0.025
Utilities
0.016
Asset-Backed Securities
0.111
Commercial Mortgage-Backed Securities
0.076
Municipal Bonds
0.001
U.S. Treasury Bonds
0.172
U.S. Treasury Notes
0.221
U.S. Government Agencies
0.176
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-I-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-S-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-S-6/25-SAR

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.

SEMi-annual shareholder report

Core Bond Series - Class S

ticker: EXCRX

 

logo

 

This semi-annual shareholder report contains important information about Class S of Core Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class S
$33
0.66%

Expenses are equal to Class S shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$669,787,765
Number of Holdings
196
Portfolio Turnover (for the six months ended 6/30/25)
19%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.016
Communication Services
0.015
Consumer Discretionary
0.017
Energy
0.025
Financials
0.112
Industrials
0.012
Materials
0.005
Real Estate
0.025
Utilities
0.016
Asset-Backed Securities
0.111
Commercial Mortgage-Backed Securities
0.076
Municipal Bonds
0.001
U.S. Treasury Bonds
0.172
U.S. Treasury Notes
0.221
U.S. Government Agencies
0.176
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-S-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-W-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-W-6/25-SAR

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.

SEMi-annual shareholder report

Core Bond Series - Class W

ticker: MCBWX

 

logo

 

This semi-annual shareholder report contains important information about Class W of Core Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class W
$3
0.05%

Expenses are equal to Class W shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$669,787,765
Number of Holdings
196
Portfolio Turnover (for the six months ended 6/30/25)
19%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.016
Communication Services
0.015
Consumer Discretionary
0.017
Energy
0.025
Financials
0.112
Industrials
0.012
Materials
0.005
Real Estate
0.025
Utilities
0.016
Asset-Backed Securities
0.111
Commercial Mortgage-Backed Securities
0.076
Municipal Bonds
0.001
U.S. Treasury Bonds
0.172
U.S. Treasury Notes
0.221
U.S. Government Agencies
0.176
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-W-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-Z-6/25-SAR

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.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-Z-6/25-SAR

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.

SEMi-annual shareholder report

Core Bond Series - Class Z

ticker: MCBZX

 

logo

 

This semi-annual shareholder report contains important information about Class Z of Core Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class Z
$15
0.30%

Expenses are equal to Class Z shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$669,787,765
Number of Holdings
196
Portfolio Turnover (for the six months ended 6/30/25)
19%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.016
Communication Services
0.015
Consumer Discretionary
0.017
Energy
0.025
Financials
0.112
Industrials
0.012
Materials
0.005
Real Estate
0.025
Utilities
0.016
Asset-Backed Securities
0.111
Commercial Mortgage-Backed Securities
0.076
Municipal Bonds
0.001
U.S. Treasury Bonds
0.172
U.S. Treasury Notes
0.221
U.S. Government Agencies
0.176
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Core Bond Series Tailored Shareholder Report MNCOB-Z-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-I-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-I-6/25-SAR

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.

SEMi-annual shareholder report

Unconstrained Bond Series - Class I

ticker: MNCPX

 

logo

 

This semi-annual shareholder report contains important information about Class I of Unconstrained Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class I
$24
0.48%

Expenses are equal to Class I shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$827,197,613
Number of Holdings
206
Portfolio Turnover (for the six months ended 6/30/25)
29%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and liabilities, less other assets
0.034
Loan Assignments
0.006
Communication Services
0.005
Consumer Discretionary
0.007
Energy
0.019
Financials
0.059
Industrials
0.034
Materials
0.011
Real Estate
0.026
Utilities
0.012
Asset-Backed Securities
0.248
Commercial Mortgage-Backed Securities
0.22
U.S. Treasury Bonds
0.02
U.S. Treasury Notes
0.239
U.S. Government Agencies
0.06
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-I-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-S-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-S-6/25-SAR

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.

SEMi-annual shareholder report

Unconstrained Bond Series - Class S

ticker: EXCPX

 

logo

 

This semi-annual shareholder report contains important information about Class S of Unconstrained Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class S
$37
0.74%

Expenses are equal to Class S shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$827,197,613
Number of Holdings
206
Portfolio Turnover (for the six months ended 6/30/25)
29%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and liabilities, less other assets
0.034
Loan Assignments
0.006
Communication Services
0.005
Consumer Discretionary
0.007
Energy
0.019
Financials
0.059
Industrials
0.034
Materials
0.011
Real Estate
0.026
Utilities
0.012
Asset-Backed Securities
0.248
Commercial Mortgage-Backed Securities
0.22
U.S. Treasury Bonds
0.02
U.S. Treasury Notes
0.239
U.S. Government Agencies
0.06
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-S-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-W-6/25-SAR

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.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-W-6/25-SAR

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.

SEMi-annual shareholder report

Unconstrained Bond Series - Class W

ticker: MUBWX

 

logo

 

This semi-annual shareholder report contains important information about Class W of Unconstrained Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class W
$3
0.05%

Expenses are equal to Class W shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$827,197,613
Number of Holdings
206
Portfolio Turnover (for the six months ended 6/30/25)
29%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and liabilities, less other assets
0.034
Loan Assignments
0.006
Communication Services
0.005
Consumer Discretionary
0.007
Energy
0.019
Financials
0.059
Industrials
0.034
Materials
0.011
Real Estate
0.026
Utilities
0.012
Asset-Backed Securities
0.248
Commercial Mortgage-Backed Securities
0.22
U.S. Treasury Bonds
0.02
U.S. Treasury Notes
0.239
U.S. Government Agencies
0.06
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Unconstrained Bond Series Tailored Shareholder Report MNCPB-W-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-I-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-I-6/25-SAR

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.

SEMi-annual shareholder report

High Yield Bond Series - Class I

ticker: MNHAX

 

logo

 

This semi-annual shareholder report contains important information about Class I of High Yield Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class I
$30
0.59%

Expenses are equal to Class I shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$1,380,545,662
Number of Holdings
94
Portfolio Turnover (for the six months ended 6/30/25)
52%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.035
Loan Assignments
0.013
Communication Services
0.107
Consumer Discretionary
0.093
Consumer Staples
0.029
Energy
0.086
Financials
0.254
Health Care
0.094
Industrials
0.136
Information Technology
0.029
Materials
0.072
Real Estate
0.007
Utilities
0.041
Asset-Backed Securities
0.002
Commercial Mortgage-Backed Securities
0.002
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-I-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-S-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-S-6/25-SAR

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.

SEMi-annual shareholder report

High Yield Bond Series - Class S

ticker: MNHYX

 

logo

 

This semi-annual shareholder report contains important information about Class S of High Yield Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 investment
Class S
$44
0.88%

Expenses are equal to Class S shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$1,380,545,662
Number of Holdings
94
Portfolio Turnover (for the six months ended 6/30/25)
52%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.035
Loan Assignments
0.013
Communication Services
0.107
Consumer Discretionary
0.093
Consumer Staples
0.029
Energy
0.086
Financials
0.254
Health Care
0.094
Industrials
0.136
Information Technology
0.029
Materials
0.072
Real Estate
0.007
Utilities
0.041
Asset-Backed Securities
0.002
Commercial Mortgage-Backed Securities
0.002
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-S-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-W-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-W-6/25-SAR

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.

SEMi-annual shareholder report

High Yield Bond Series - Class W

ticker: MHYWX

 

logo

 

This semi-annual shareholder report contains important information about Class W of High Yield Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class W
$5
0.10%

Expenses are equal to Class W shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$1,380,545,662
Number of Holdings
94
Portfolio Turnover (for the six months ended 6/30/25)
52%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.035
Loan Assignments
0.013
Communication Services
0.107
Consumer Discretionary
0.093
Consumer Staples
0.029
Energy
0.086
Financials
0.254
Health Care
0.094
Industrials
0.136
Information Technology
0.029
Materials
0.072
Real Estate
0.007
Utilities
0.041
Asset-Backed Securities
0.002
Commercial Mortgage-Backed Securities
0.002
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-W-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-Z-6/25-SAR

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.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-Z-6/25-SAR

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.

SEMi-annual shareholder report

High Yield Bond Series - Class Z

ticker: MHYZX

 

logo

 

This semi-annual shareholder report contains important information about Class Z of High Yield Bond Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class Z
$24
0.47%

Expenses are equal to Class Z shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$1,380,545,662
Number of Holdings
94
Portfolio Turnover (for the six months ended 6/30/25)
52%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.035
Loan Assignments
0.013
Communication Services
0.107
Consumer Discretionary
0.093
Consumer Staples
0.029
Energy
0.086
Financials
0.254
Health Care
0.094
Industrials
0.136
Information Technology
0.029
Materials
0.072
Real Estate
0.007
Utilities
0.041
Asset-Backed Securities
0.002
Commercial Mortgage-Backed Securities
0.002
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier High Yield Bond Series Tailored Shareholder Report MNHYB-Z-6/25-SAR

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.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-A-6/25-SAR

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.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-A-6/25-SAR

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.

SEMi-annual shareholder report

Diversified Tax Exempt Series - Class A

ticker: EXDVX

 

logo

 

This semi-annual shareholder report contains important information about Class A of Diversified Tax Exempt Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025, including a description of changes to the Series that occurred during the reporting period. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$25
0.50%

Expenses are equal to Class A shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$220,659,013
Number of Holdings
158
Portfolio Turnover
(for the six months ended 6/30/25)
19%

 

Top Ten States (% of total investments)

Sector
Allocation
New York
0.115
Wisconsin
0.082
Texas
0.07
Washington
0.063
Florida
0.053
Pennsylvania
0.042
Tennessee
0.040
Illinois
0.04
District of Columbia
0.035
Ohio
0.03
pie

What did the Fund invest in?

(as of June 30, 2025)

Top Investment Types
%
Cash, short-term investment, and other assets, less liabilities
1.9
Revenue Bonds
37.1
General Obligation Bonds
54.4
Exchange-Traded Fund
2.0
U.S. Treasury Notes
3.6
Commercial Mortgage-Backed Securities
1.0

Expressed as a percentage of net assets.

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

How has the Fund changed?

This is a summary of certain changes to the Series since December 31, 2024. For more complete information, you may review the Series' prospectus, available at www.manning-napier.com/products/mutual-funds or upon request by contacting us at (800) 466‑3863.

Effective March 1, 2025, Diversified Tax Exempt Series' management fee was reduced from 0.50% to 0.30%. Additionally, the Advisor has contractually agreed to limit its fees and reimburse expenses as necessary to ensure that direct annual fund operating expenses for Class A do not exceed 0.60% of average daily net assets.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-A-6/25-SAR

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.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-W-6/25-SAR

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.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-W-6/25-SAR

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.

SEMi-annual shareholder report

Diversified Tax Exempt Series - Class W

ticker: MNDWX

 

logo

 

This semi-annual shareholder report contains important information about Class W of Diversified Tax Exempt Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025, including a description of changes to the Series that occurred during the reporting period. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class W
$7
0.14%

Expenses are equal to Class W shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$220,659,013
Number of Holdings
158
Portfolio Turnover
(for the six months ended 6/30/25)
19%

 

Top Ten States (% of total investments)

Sector
Allocation
New York
0.115
Wisconsin
0.082
Texas
0.07
Washington
0.063
Florida
0.053
Pennsylvania
0.042
Tennessee
0.040
Illinois
0.04
District of Columbia
0.035
Ohio
0.03
pie

What did the Fund invest in?

(as of June 30, 2025)

Top Investment Types
%
Cash, short-term investment, and other assets, less liabilities
1.9
Revenue Bonds
37.1
General Obligation Bonds
54.4
Exchange-Traded Fund
2.0
U.S. Treasury Notes
3.6
Commercial Mortgage-Backed Securities
1.0

Expressed as a percentage of net assets.

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

How has the Fund changed?

This is a summary of certain changes to the Series since December 31, 2024. For more complete information, you may review the Series' prospectus, available at www.manning-napier.com/products/mutual-funds or upon request by contacting us at (800) 466‑3863.

Effective March 1, 2025, Diversified Tax Exempt Series' management fee was reduced from 0.50% to 0.30%. The Advisor continues to contractually waive the management fee for Class W shares. Additionally, the Advisor has contractually agreed to limit its fees and reimburse expenses as necessary to ensure that direct annual fund operating expenses of Class W do not exceed 0.30% of average daily net assets.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Diversified Tax Exempt Series Tailored Shareholder Report MNDTE-W-6/25-SAR

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.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-I-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-I-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

SEMi-annual shareholder report

Callodine Equity Income Series - Class I

ticker: CEIIX

 

logo

 

This semi-annual shareholder report contains important information about Class I of Callodine Equity Income Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class I
$47
0.95%

Expenses are equal to Class I shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$189,034,913
Number of Holdings
32
Portfolio Turnover
(for the six months ended 6/30/25)
26%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.015
Communication Services
0.044
Consumer Discretionary
0.15
Consumer Staples
0.103
Energy
0.19
Financials
0.152
Health Care
0.221
Industrials
0.019
Materials
0.024
Real Estate
0.023
Utilities
0.059
pie

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

What did the Fund invest in?

(as of June 30, 2025)

Top Investment Types
%
Cash, short-term investment, and other assets, less liabilities
1.5
Common Stocks
98.5

Expressed as a percentage of net assets.

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-I-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-S-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-S-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

SEMi-annual shareholder report

Callodine Equity Income Series - Class S

ticker: CEISX

 

logo

 

This semi-annual shareholder report contains important information about Class S of Callodine Equity Income Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class S
$57
1.16%

Expenses are equal to Class S shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$189,034,913
Number of Holdings
32
Portfolio Turnover
(for the six months ended 6/30/25)
26%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.015
Communication Services
0.044
Consumer Discretionary
0.15
Consumer Staples
0.103
Energy
0.19
Financials
0.152
Health Care
0.221
Industrials
0.019
Materials
0.024
Real Estate
0.023
Utilities
0.059
pie

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

What did the Fund invest in?

(as of June 30, 2025)

Top Investment Types
%
Cash, short-term investment, and other assets, less liabilities
1.5
Common Stocks
98.5

Expressed as a percentage of net assets.

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-S-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-Z-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc.(MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares.Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-Z-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc.(MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares.Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

SEMi-annual shareholder report

Callodine Equity Income Series - Class Z

ticker: CEIZX

 

logo

 

This semi-annual shareholder report contains important information about Class Z of Callodine Equity Income Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class Z
$40
0.80%

Expenses are equal to Class Z shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$189,034,913
Number of Holdings
32
Portfolio Turnover
(for the six months ended 6/30/25)
26%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.015
Communication Services
0.044
Consumer Discretionary
0.15
Consumer Staples
0.103
Energy
0.19
Financials
0.152
Health Care
0.221
Industrials
0.019
Materials
0.024
Real Estate
0.023
Utilities
0.059
pie

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

What did the Fund invest in?

(as of June 30, 2025)

Top Investment Types
%
Cash, short-term investment, and other assets, less liabilities
1.5
Common Stocks
98.5

Expressed as a percentage of net assets.

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Callodine Equity Income Series Tailored Shareholder Report MNCEI-Z-6/25-SAR

The Manning & Napier Fund, Inc. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc.(MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares.Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-I-6/25-SAR

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.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-I-6/25-SAR

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.

SEMi-annual shareholder report

Credit Series - Class I

ticker: MCDIX

 

logo

 

This semi-annual shareholder report contains important information about Class I of Credit Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class I
$25
0.50%

Expenses are equal to Class I shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$306,918,759
Number of Holdings
157
Portfolio Turnover (for the six months ended 6/30/25)
14%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.019
Communication Services
0.023
Consumer Discretionary
0.025
Energy
0.038
Financials
0.17
Industrials
0.019
Materials
0.007
Real Estate
0.028
Utilities
0.023
Asset-Backed Securities
0.17
Commercial Mortgage-Backed Securities
0.192
Municipal Bonds
0.004
U.S. Government Agencies
0.282
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-I-6/25-SAR

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.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-S-6/25-SAR

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.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-S-6/25-SAR

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.

SEMi-annual shareholder report

Credit Series - Class S

ticker: MCDSX

 

logo

 

This semi-annual shareholder report contains important information about Class S of Credit Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class S
$33
0.66%

Expenses are equal to Class S shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$306,918,759
Number of Holdings
157
Portfolio Turnover (for the six months ended 6/30/25)
14%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.019
Communication Services
0.023
Consumer Discretionary
0.025
Energy
0.038
Financials
0.17
Industrials
0.019
Materials
0.007
Real Estate
0.028
Utilities
0.023
Asset-Backed Securities
0.17
Commercial Mortgage-Backed Securities
0.192
Municipal Bonds
0.004
U.S. Government Agencies
0.282
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-S-6/25-SAR

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.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-W-6/25-SAR

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.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-W-6/25-SAR

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.

SEMi-annual shareholder report

Credit Series - Class W

ticker: MCDWX

 

logo

 

This semi-annual shareholder report contains important information about Class W of Credit Series, a series of Manning & Napier Fund Inc., for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at www.manning-napier.com/products/mutual-funds. You can also request this information by contacting us at (800) 466‑3863. Shareholders who own the Fund through a third-party advisor or intermediary platform should contact their financial advisor directly for additional information.

What were the Fund costs for the past year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class W
$5
0.10%

Expenses are equal to Class W shares' annualized expense ratio (for the six-month period) multiplied by the average account value over the period. The Class' expenses would have been higher had certain expenses not been waived or reimbursed during the period.

Key Fund Statistics (as of June 30, 2025)

 

 

Net Assets
$306,918,759
Number of Holdings
157
Portfolio Turnover (for the six months ended 6/30/25)
14%

 

Sector Allocation (% of net assets)

(as of June 30, 2025)

Sector
Allocation
Cash, short-term investment, and other assets, less liabilities
0.019
Communication Services
0.023
Consumer Discretionary
0.025
Energy
0.038
Financials
0.17
Industrials
0.019
Materials
0.007
Real Estate
0.028
Utilities
0.023
Asset-Backed Securities
0.17
Commercial Mortgage-Backed Securities
0.192
Municipal Bonds
0.004
U.S. Government Agencies
0.282
pie

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

Householding

The Fund may send only one copy of the Series' prospectus and annual and semi-annual reports to certain shareholders residing at the same 'household' for shareholders who have elected this option. This reduces Fund expenses, which benefits you and other shareholders. If you wish to change your 'householding' option, please call (800) 466-3863 or contact your financial advisor.

Additional information about the Series, including its prospectus, financial information, holdings, and proxy information can be obtained at www.manning-napier.com/products/mutual-funds or by calling (800) 466-3863. Shareholders can also elect to receive certain documents via e-delivery. For more information or to sign up for e-delivery, please visit the Fund’s website.

 

 

Manning & Napier Credit Series Tailored Shareholder Report MNCRE-W-6/25-SAR

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.

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable for Semi-Annual Reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for Semi-Annual Reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for Semi-Annual Reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Financial Statements filed under Item 7 of this form.
(b)Not applicable.

 

 

 

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

(a)An open-end management investment company registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A] must file its most recent annual or semi-annual financial statements required, and for the periods specified, by Regulation S-X.

 

The semi-annual financial statements are attached herewith.

 

 

 

www.manning-napier.com

 

Manning & Napier Fund, Inc.

 

 

Core Bond Series

 

 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
         
CORPORATE BONDS - 22.7%
 
Non-Convertible Corporate Bonds- 22.7%
Communication Services - 1.5%
Entertainment - 1.0%
The Walt Disney Co., 6.65%, 11/15/2037   2,620,000   $2,999,121 
Warnermedia Holdings, Inc., 4.054%, 3/15/2029   3,570,000    3,318,478 
         6,317,599 
Interactive Media & Services - 0.5%
Tencent Holdings Ltd. (China), 3.975%, 4/11/20292   3,520,000    3,484,457 
           
Total Communication Services        9,802,056 
           
Consumer Discretionary - 1.7%
Broadline Retail - 1.1%
Alibaba Group Holding Ltd. (China), 4.00%, 12/6/2037   8,325,000    7,348,579 
Household Durables - 0.5%
DR Horton, Inc., 4.85%, 10/15/2030   3,260,000    3,288,218 
Specialty Retail - 0.1%
Ross Stores, Inc., 1.875%, 4/15/2031   1,080,000    925,397 
           
Total Consumer Discretionary        11,562,194 
           
Energy - 2.5%
Oil, Gas & Consumable Fuels - 2.5%
Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039   4,905,000    5,264,159 
Energy Transfer LP
7.375%, 2/1/20312   3,395,000    3,558,425 
6.50%, 2/1/2042   5,125,000    5,322,327 
Kinder Morgan, Inc., 4.80%, 2/1/2033   2,620,000    2,581,240 
           
Total Energy        16,726,151 
           
Financials - 11.2%
Banks - 7.8%
Bank of America Corp., (U.S. Secured Overnight Financing Rate + 1.320%), 2.687%, 4/22/20323   5,580,000    5,009,515 
Citigroup, Inc., (U.S. Secured Overnight Financing Rate + 0.770%), 1.462%, 6/9/20273   5,170,000    5,022,927 
Citizens Bank NA, (U.S. Secured Overnight Financing Rate + 2.000%), 4.575%, 8/9/20283   3,330,000    3,335,559 
Fifth Third Bancorp, (U.S. Secured Overnight Financing Index + 2.192%), 6.361%, 10/27/20283   3,465,000    3,611,931 
Huntington Bancshares, Inc., 2.55%, 2/4/2030   3,660,000    3,348,990 
JPMorgan Chase & Co., (3 mo. U.S. Secured Overnight Financing Rate + 3.790%), 4.493%, 3/24/20313   8,300,000    8,281,122 
KeyBank NA, 5.85%, 11/15/2027   3,190,000    3,292,163 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
         
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
The PNC Financial Services Group, Inc., (U.S. Secured Overnight Financing Rate + 1.333%), 4.899%, 5/13/20313   4,870,000   $4,933,675 
Truist Financial Corp., (U.S. Secured Overnight Financing Rate + 0.862%), 1.887%, 6/7/20293   5,510,000    5,125,867 
U.S. Bancorp, (U.S. Secured Overnight Financing Rate + 1.230%), 4.653%, 2/1/20293   4,920,000    4,951,151 
Wells Fargo & Co., (U.S. Secured Overnight Financing Rate + 1.070%), 5.707%, 4/22/20283   5,260,000    5,375,653 
         52,288,553 
Capital Markets - 1.0%
Jefferies Financial Group, Inc., 6.20%, 4/14/2034   4,700,000    4,912,790 
The Depository Trust & Clearing Corp., (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 2.606%), 3.375%2,3,4   1,750,000    1,694,334 
         6,607,124 
Consumer Finance - 1.1%
Capital One Financial Corp., (U.S. Secured Overnight Financing Rate + 3.070%), 7.624%, 10/30/20313   6,435,000    7,269,525 
           
Insurance - 1.3%
MassMutual Global Funding II, 4.85%, 1/17/20292   1,775,000    1,803,105 
Metropolitan Life Global Funding I, 4.85%, 1/8/20292   1,610,000    1,641,121 
New York Life Global Funding, 4.70%, 1/29/20292   1,620,000    1,643,229 
SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029   3,420,000    3,596,507 
         8,683,962 
Total Financials        74,849,164 
           
Industrials - 1.2%
Ground Transportation - 0.2%
BNSF Funding Trust I, (3 mo. CME Term U.S. Secured Overnight Financing Rate + 2.350%), 6.613%, 12/15/20553   1,550,000    1,551,455 
           
Trading Companies & Distributors - 1.0%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028   3,490,000    3,325,253 
Ashtead Capital, Inc. (United Kingdom), 4.00%, 5/1/20282   3,370,000    3,317,015 
         6,642,268 
Total Industrials        8,193,723 

 

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

 

1 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Materials - 0.5%
Metals & Mining - 0.5%
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20272   3,634,557   $3,589,268 
           
Real Estate - 2.5%
Retail REITs - 0.8%
Simon Property Group LP,
2.25%, 1/15/2032   3,720,000    3,210,120 
2.65%, 2/1/2032   2,348,000    2,069,236 
         5,279,356 
Specialized REITs - 1.7%
Safehold GL Holdings LLC, 6.10%, 4/1/2034   3,286,000    3,425,632 
SBA Tower Trust,
6.599%, 1/15/20282   5,225,000    5,369,093 
4.831%, 10/15/20292   2,730,000    2,732,416 
         11,527,141 
Total Real Estate        16,806,497 
           
Utilities - 1.6%
Electric Utilities - 0.5%
Alexander Funding Trust II, 7.467%, 7/31/20282   3,355,000    3,587,729 
           
Independent Power and Renewable Electricity Producers - 1.1%
Palomino Funding Trust I, 7.233%, 5/17/20282   6,750,000    7,151,575 
           
Total Utilities        10,739,304 
TOTAL CORPORATE BONDS
(Identified Cost $150,137,764)
        152,268,357 
ASSET-BACKED SECURITIES - 11.1%
ALLO Issuer LLC, Series 2024-1A, Class A2, 5.94%, 7/20/20542   1,250,000    1,269,941 
Amur Equipment Finance Receivables XIV LLC,  
Series 2024-2A, Class A2, 5.19%, 7/21/20312   4,047,267    4,084,632 
Series 2024-2A, Class B, 5.20%, 7/21/20312   3,444,000    3,503,928 
Capteris Equipment Finance LLC, Series 2024-1A, Class A2, 5.58%, 7/20/20322   2,788,758    2,835,487 
CF Hippolyta Issuer LLC,
Series 2020-1, Class B1, 2.28%, 7/15/20602   1,484,096    1,468,434 
Series 2021-1A, Class B1, 1.98%, 3/15/20612   1,658,708    1,557,931 
Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20492   3,250,000    3,290,536 
Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20542   940,000    996,000 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
Commonbond Student Loan Trust,
Series 2019-AGS, Class A1, 2.54%, 1/25/20472
   289,019   $264,979 
Compass Datacenters Issuer II LLC,
Series 2024-2A, Class A1, 5.022%, 8/25/20492
   2,250,000    2,254,541 
CoreVest American Finance Trust,
Series 2020-3, Class A, 1.358%, 8/15/20532
   241,935    237,515 
DataBank Issuer,
Series 2021-1A, Class A2, 2.06%, 2/27/20512   2,400,000    2,347,603 
Series 2023-1A, Class A2, 5.116%, 2/25/20532   1,180,000    1,175,502 
ECMC Group Student Loan Trust,
Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 5.455%, 11/27/20732,5
   2,263,163    2,268,820 
ExteNet Issuer LLC, Series 2024-1A, Class A2, 5.335%, 7/25/20542   3,000,000    3,011,552 
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/20512   2,825,000    2,719,154 
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20552   1,146,840    963,304 
Hotwire Funding LLC, Series 2023-1A, Class A2, 5.687%, 5/20/20532   1,600,000    1,610,233 
Navient Private Education Refi Loan Trust, Series 2024-A, Class A, 5.66%, 10/15/20722   5,819,382    5,971,256 
Oxford Finance Credit Fund III LP,
Series 2025-A, Class A2, 5.878%, 8/14/20342
   2,700,000    2,711,475 
Oxford Finance Funding LLC,
Series 2022-1A, Class A2, 3.602%, 2/15/20302   1,560,509    1,552,509 
Series 2023-1A, Class A2, 6.716%, 2/15/20312   2,329,721    2,337,399 
PEAR LLC,
Series 2021-1, Class A, 2.60%, 1/15/20342   714,613    708,798 
Series 2023-1, Class A, 7.42%, 7/15/20352   947,209    966,870 
Series 2024-1, Class A, 6.95%, 2/15/20362   761,553    767,668 
SLC Student Loan Trust, Series 2005-3, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 0.412%), 4.755%, 12/15/20395   5,029,292    4,826,600 
SMB Private Education Loan Trust,
Series 2021-A, Class A2A1, (1 mo. U.S. Secured Overnight Financing Rate + 0.844%), 5.156%, 1/15/20532,5   3,705,490    3,683,171 
Series 2024-D, Class A1A, 5.38%, 7/15/20532   4,887,186    4,982,674 
SoFi Professional Loan Program Trust,
Series 2020-A, Class A2FX, 2.54%, 5/15/20462
   3,025,538    2,905,954 

 

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

 

2 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
Tricon Residential Trust, Series 2024-SFR3, Class A, 4.50%, 8/17/20412   5,483,575   $5,439,033 
Vertical Bridge Holdings LLC, Series 2020-2A, Class A, 2.636%, 9/15/20502   1,950,000    1,938,770 
           
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $74,448,637)
        74,652,269 
           
COMMERCIAL MORTGAGE-BACKED SECURITIES - 7.6%
 
Brean Asset Backed Securities Trust, Series 2021-RM2, Class A, 1.75%, 10/25/20612,6   1,137,470    1,092,094 
CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/20492,6   9,901    9,348 
Citigroup Mortgage Loan Trust, Inc., Series 2021-INV1, Class A3A, 2.50%, 5/25/20512,6   757,691    617,002 
Credit Suisse Mortgage Capital Trust,
Series 2013-6, Class 2A1, 3.50%, 8/25/20432,6   154,986    142,544 
Series 2013-IVR2, Class A2, 3.00%, 4/25/20432,6   157,106    142,379 
Series 2013-IVR3, Class A1, 2.50%, 5/25/20432,6   46,250    41,161 
Series 2013-TH1, Class A1, 2.13%, 2/25/20432,6   27,930    24,411 
Deephaven Residential Mortgage Trust, Series 2021-3, Class A1, 1.194%, 8/25/20662,6   4,289,881    3,730,723 
Fannie Mae REMICS,
Series 2018-13, Class PA, 3.00%, 3/25/2048   1,428,542    1,258,224 
Series 2018-31, Class KP, 3.50%, 7/25/2047   7,789    7,689 
Series 2021-69, Class WJ, 1.50%, 10/25/2050   1,034,184    879,697 
Finance of America Structured Securities Trust, Series 2022-S6, Class A1, 3.00%, 7/25/20612   1,158,731    1,143,957 
Freddie Mac REMICS,
Series 5189, Class CP, 2.50%, 6/25/2049   1,160,911    1,010,965 
Series 5501, Class JL, 3.50%, 6/25/2048   3,275,085    2,618,257 
Government National Mortgage Association,
Series 2017-54, Class AH, 2.60%, 12/16/2056   45,223    41,788 
Series 2024-64, Class BQ, 5.00%, 4/20/2054   4,243,330    4,235,983 
GS Mortgage-Backed Securities Corp. Trust,
Series 2020-PJ3, Class A14, 3.00%, 10/25/20502,6   420,902    357,308 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
GS Mortgage-Backed Securities Corp.
Trust, (continued)
Series 2021-INV1, Class A9, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.850%), 5.00%, 12/25/20512,5   1,446,120   $1,340,388 
Series 2021-PJ6, Class A8, 2.50%, 11/25/20512,6   1,037,750    919,641 
Series 2021-PJ9, Class A8, 2.50%, 2/26/20522,6   1,031,148    913,702 
Imperial Fund Mortgage Trust, Series 2021-NQM3, Class A1, 1.595%, 11/25/20562,6   1,188,996    1,013,897 
JP Morgan Mortgage Trust,
Series 2014-2, Class 1A1, 3.00%, 6/25/20292,6   16,176    15,855 
Series 2017-6, Class A3, 3.50%, 12/25/20482,6   13,320    11,948 
Series 2021-4, Class A3B, 2.00%, 8/25/20512,6   1,570,928    1,220,227 
JP Morgan Seasoned Mortgage Trust,
Series 2024-1, Class A3, 4.446%, 1/25/20632,6   1,906,972    1,826,182 
Series 2025-1, Class A3, 3.700%, 1/25/20632,6   2,480,000    2,221,805 
New Residential Mortgage Loan Trust,  
Series 2014-1A, Class A, 3.75%, 1/25/20542,6   75,029    72,784 
Series 2014-3A, Class AFX3, 3.75%, 11/25/20542,6   35,437    34,109 
Series 2015-2A, Class A1, 3.75%, 8/25/20552,6   65,762    63,794 
Series 2016-4A, Class A1, 3.75%, 11/25/20562,6   59,213    56,730 
OBX Trust,
Series 2020-EXP1, Class B21A, 4.917%, 2/25/20602,6   7,868,739    7,768,122 
Series 2022-INV1, Class A1, 3.00%, 12/25/20512,6   1,158,991    983,829 
Series 2022-NQM2, Class A1A, 2.783%, 1/25/20622,7   2,715,030    2,587,223 
Series 2024-NQM1, Class A1, 5.928%, 11/25/20632,7   1,143,103    1,146,827 
PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 10.325%, 7/25/2029 (Acquired 07/24/2023, cost $2,345,863)5,8   2,345,863    2,345,596 
PMT Loan Trust, Series 2013-J1, Class A9, 3.50%, 9/25/20432,6   547,073    503,698 
Provident Funding Mortgage Trust,
Series 2021-2, Class A2A, 2.00%, 4/25/20512,6   1,357,655    1,159,101 
Series 2021-INV1, Class A1, 2.50%, 8/25/20512,6   2,309,923    1,866,406 
RCKT Mortgage Trust, Series 2021-6, Class A1, 2.50%, 12/25/20512,6   1,427,567    1,160,620 

 

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

 

3 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
Sequoia Mortgage Trust,
Series 2013-4, Class A1, 2.325%, 4/25/20436   1,249,063   $1,082,689 
Series 2013-6, Class A2, 3.00%, 5/25/20436   346,480    312,282 
Series 2013-7, Class A2, 3.00%, 6/25/20436   26,182    23,611 
Series 2013-8, Class A1, 3.00%, 6/25/20436   70,946    64,163 
Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/20412,6   341,690    325,685 
Towd Point Mortgage Trust, Series 2019-HY1, Class A1, (1 mo. U.S. Secured Overnight Financing Rate + 1.114%), 5.434%, 10/25/20482,5   49,791    49,823 
Verus Securitization Trust, Series 2024-R1, Class A2, 5.47%, 9/25/20692,7   2,166,427    2,164,942 
WinWater Mortgage Loan Trust,
Series 2015-1, Class A1, 3.50%, 1/20/20452,6   13,154    12,213 
Series 2015-2, Class A11, 3.50%, 2/20/20452,6   380,169    348,365 
           

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES

(Identified Cost $53,319,710)

        50,969,787 
           
MUNICIPAL BONDS - 0.1%
 
South Carolina Public Service Authority, Series B, Revenue Bond, 2.329%, 12/1/2028  
(Identified Cost $600,000)   600,000    561,521 
           
U.S. TREASURY SECURITIES - 39.3%
 
U.S. Treasury Bonds - 17.2%
U.S. Treasury Bond
2.375%, 2/15/2042   46,598,000    33,929,169 
3.00%, 5/15/2047   63,195,000    47,376,502 
3.625%, 2/15/2053   41,411,000    33,866,433 
           
Total U.S. Treasury Bonds
(Identified Cost $119,459,374)
        115,172,104 
           
U.S. Treasury Notes - 22.1%
U.S. Treasury Note
2.25%, 11/15/2027   13,316,000    12,874,907 
3.125%, 11/15/2028   20,083,000    19,706,444 
1.75%, 11/15/2029   21,532,000    19,824,580 
0.875%, 11/15/2030   24,275,000    20,812,020 
1.375%, 11/15/2031   20,702,000    17,714,766 
4.125%, 11/15/2032   20,328,000    20,470,931 
4.50%, 11/15/2033   19,501,000    20,037,277 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
U.S. TREASURY SECURITIES (continued)
 
U.S. Treasury Notes (continued)
U.S. Treasury Note (continued)
4.25%, 11/15/2034   16,637,000   $16,699,389 
           
Total U.S. Treasury Notes
(Identified Cost $145,996,061)
        148,140,314 
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $265,455,435)
        263,312,418 
           
U.S. GOVERNMENT AGENCIES - 17.6%
 
Mortgage-Backed Securities - 17.6%
Fannie Mae
Pool #MA3463, UMBS, 4.00%, 9/1/2033   60,602    60,055 
Pool #MA1834, UMBS, 4.50%, 2/1/2034   20,526    20,563 
Pool #FM1158, UMBS, 3.50%, 6/1/2034   252,171    245,004 
Pool #MA2587, UMBS, 3.50%, 4/1/2036   143,106    138,289 
Pool #995876, UMBS, 6.00%, 11/1/2038   41,202    43,233 
Pool #MA4203, UMBS, 2.50%, 12/1/2040   2,146,677    1,920,057 
Pool #AI5172, UMBS, 4.00%, 8/1/2041   29,666    28,757 
Pool #AH3858, UMBS, 4.50%, 8/1/2041   122,843    121,957 
Pool #MA4633, UMBS, 3.50%, 6/1/2042   1,661,951    1,569,468 
Pool #MA4687, UMBS, 4.00%, 6/1/2042   2,245,039    2,156,020 
Pool #FS4616, UMBS, 5.00%, 5/1/2043   3,644,779    3,672,229 
Pool #AL7729, UMBS, 4.00%, 6/1/2043   36,814    35,686 
Pool #AX1685, UMBS, 3.50%, 11/1/2044   318,322    296,781 
Pool #AS4103, UMBS, 4.50%, 12/1/2044   108,070    106,548 
Pool #AY8604, UMBS, 3.50%, 4/1/2045   53,792    49,779 
Pool #BC6764, UMBS, 3.50%, 4/1/2046   23,695    21,817 
Pool #BC8677, UMBS, 4.00%, 5/1/2046   18,448    17,545 
Pool #AS8522, UMBS, 3.00%, 12/1/2046   7,560,380    6,593,439 
Pool #BD1191, UMBS, 3.50%, 1/1/2047   146,005    134,435 
Pool #BE7845, UMBS, 4.50%, 2/1/2047   27,685    27,051 
Pool #FS8139, UMBS, 2.00%, 4/1/2047   11,212,138    8,933,098 
Pool #MA3007, UMBS, 3.00%, 4/1/2047   568,893    503,985 

 

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

 

4 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
U.S. GOVERNMENT AGENCIES (continued)
 
Mortgage-Backed Securities (continued)
Fannie Mae (continued)
Pool #FM2232, UMBS, 4.00%, 6/1/2048   81,232   $76,881 
Pool #AL8674, 5.628%, 1/1/2049   178,894    185,469 
Pool #FS1179, UMBS, 3.50%, 12/1/2049   2,245,568    2,059,829 
Pool #FS9332, UMBS, 3.00%, 3/1/2050   6,155,021    5,470,968 
Pool #CA5518, UMBS, 3.00%, 4/1/2050   3,930,498    3,464,058 
Pool #MA4020, UMBS, 3.00%, 5/1/2050   3,817,588    3,334,137 
Pool #FS4339, UMBS, 3.00%, 12/1/2050   2,410,964    2,126,326 
Pool #FS4511, UMBS, 4.00%, 8/1/2051   3,545,848    3,343,903 
Pool #FS2696, UMBS, 3.00%, 12/1/2051   2,151,779    1,885,270 
Pool #FS4925, UMBS, 3.50%, 4/1/2052   2,820,917    2,570,620 
Pool #FS7251, UMBS, 3.00%, 5/1/2052   9,179,239    8,022,317 
Pool #MA4656, UMBS, 4.50%, 7/1/2052   4,026,367    3,863,627 
Pool #MA4807, UMBS, 5.50%, 11/1/2052   2,920,615    2,933,846 
Pool #FS9453, UMBS, 4.50%, 8/1/2053   3,771,554    3,624,173 
Pool #FS7999, UMBS, 5.50%, 4/1/2054   16,654,665    16,757,358 
Freddie Mac
Pool #D98711, 4.50%, 7/1/2031   29,029    29,196 
Pool #C91746, 4.50%, 12/1/2033   23,844    23,927 
Pool #C91771, 4.50%, 6/1/2034   34,094    34,195 
Pool #C91780, 4.50%, 7/1/2034   33,359    33,460 
Pool #QN0349, UMBS, 3.00%, 8/1/2034   235,914    226,194 
Pool #C91832, 3.50%, 6/1/2035   151,828    147,280 
Pool #G08268, 5.00%, 5/1/2038   220,944    224,629 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
U.S. GOVERNMENT AGENCIES (continued)
 
Mortgage-Backed Securities (continued)
Freddie Mac (continued)
Pool #G05900, 6.00%, 3/1/2040   14,597   $15,335 
Pool #A92889, 4.50%, 7/1/2040   88,616    88,446 
Pool #A93451, 4.50%, 8/1/2040   246,842    246,369 
Pool #G60513, 5.00%, 7/1/2041   199,141    202,393 
Pool #G60071, 4.50%, 7/1/2042   83,346    83,187 
Pool #RB5188, UMBS, 4.00%, 10/1/2042   2,872,572    2,763,869 
Pool #Q17513, 3.50%, 4/1/2043   52,242    49,061 
Pool #Q37857, 4.00%, 12/1/2045   182,599    174,135 
Pool #G60855, 4.50%, 12/1/2045   77,353    76,365 
Pool #Q38388, 4.00%, 1/1/2046   168,920    161,181 
Pool #Q47544, 4.00%, 3/1/2047   190,289    180,722 
Pool #Q47130, 4.50%, 4/1/2047   24,004    23,377 
Pool #G08786, 4.50%, 10/1/2047   53,992    52,579 
Pool #SD8044, UMBS, 3.00%, 2/1/2050   2,390,871    2,097,737 
Pool #SD1129, UMBS, 4.00%, 8/1/2051   1,969,548    1,857,377 
Pool #SD1360, UMBS, 5.50%, 7/1/2052   3,284,307    3,303,582 
Pool #SD8276, UMBS, 5.00%, 12/1/2052   6,258,370    6,169,972 
Pool #QG6308, UMBS, 6.00%, 7/1/2053   1,926,068    1,975,716 
Pool #RJ0062, UMBS, 5.00%, 10/1/2053   2,973,784    2,937,225 
Pool #SD4235, UMBS, 6.00%, 11/1/2053   1,386,515    1,419,268 
Pool #SD5413, UMBS, 5.00%, 5/1/2054   6,619,509    6,521,841 
           
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $117,932,509)
        117,533,196 
           
SHORT-TERM INVESTMENT - 0.9%
 
Dreyfus Government Cash Management, Institutional Shares, 4.21%9          
(Identified Cost $6,053,326)   6,053,326    6,053,326 
           
TOTAL INVESTMENTS - 99.3%
(Identified Cost $667,947,381)
        665,350,874 
OTHER ASSETS, LESS LIABILITIES - 0.7%        4,436,891 
NET ASSETS - 100%       $669,787,765 

 

REIT - Real Estate Investment Trust
REMICS - Real Estate Mortgage Investment Conduits
UMBS - Uniform Mortgage-Backed Securities

 

1Amount is stated in USD unless otherwise noted.

 

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

 

5 

 

 

Core Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

2Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2025 was $146,486,279, which represented 21.9% of the Series’ Net Assets.

3Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of June 30, 2025.

4Security is perpetual in nature and has no stated maturity date.

5Floating rate security. Rate shown is the rate in effect as of June 30, 2025.

6Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of June 30, 2025.

7Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of June 30, 2025.

8Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2025 was $2,345,596, or 0.4% of the Series’ Net Assets.

9Rate shown is the current yield as of June 30, 2025.

 

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

 

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

 

6 

 

Core Bond Series

 

Statement of Assets and Liabilities
June 30, 2025 (unaudited)

 

ASSETS:   
    
Investments, at value (identified cost $667,947,381) (Note 2)  $665,350,874 
Receivable from Advisor1   8,757 
Interest receivable   4,191,974 
Receivable for fund shares sold   376,226 
Dividends receivable   24,075 
Prepaid expenses   12,407 
      
TOTAL ASSETS   669,964,313 
      
LIABILITIES:     
      
Accrued fund accounting and administration fees1   34,141 
Accrued sub-transfer agent fees1   2,588 
Accrued Chief Compliance Officer service fees1   1,648 
Directors’ fees payable1   825 
Accrued distribution and service (Rule 12b-1) fees (Class S)1   549 
Payable for fund shares repurchased   92,226 
Professional fees payable   26,180 
Accrued printing and postage fees payable   9,815 
Other payables and accrued expenses   8,576 
      
TOTAL LIABILITIES   176,548 
      
Commitments and contingent liabilities1     
      
TOTAL NET ASSETS  $669,787,765 
      
NET ASSETS CONSIST OF:     
      
Capital stock  $722,702 
Additional paid-in-capital   720,423,117 
Total distributable earnings (loss)   (51,358,054)
      
TOTAL NET ASSETS  $669,787,765 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S     
($2,649,209/285,898 shares)  $9.27 
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I     
($5,032,669/544,136 shares)  $9.25 
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W     
($643,693,187/69,448,707 shares)  $9.27 
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z     
($18,412,700/1,991,464 shares)  $9.25 

 

1 See note 3 in Notes to the Financial Statements.

 

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

 

7

 

Core Bond Series

 

Statement of Operations
For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:     
      
Interest  $15,877,034 
Dividends   123,682 
      
Total Investment Income   16,000,716 
      
EXPENSES:     
      
Management fees (Note 3)   824,185 
Fund accounting and administration fees (Note 3)   73,724 
Directors’ fees (Note 3)   43,221 
Chief Compliance Officer service fees (Note 3)   4,384 
Sub-transfer agent fees (Note 3)   4,115 
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)   3,860 
Custodian fees   11,455 
Recoupment of past waived and/or reimbursed fees (Note 3)   232 
Miscellaneous   123,084 
      
Total Expenses   1,088,260 
Less reduction of expenses (Note 3)   (875,819)
      
Net Expenses   212,441 
      
NET INVESTMENT INCOME   15,788,275 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:     
      
Net realized gain (loss) on investments   (515,474)
      
Net change in unrealized appreciation (depreciation) on investments   12,685,897 
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   12,170,423 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $27,958,698 

 

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

 

8

 

Core Bond Series

 

Statements of Changes in Net Assets

 

   FOR THE
SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
   FOR THE
YEAR ENDED
12/31/24
 
INCREASE (DECREASE) IN NET ASSETS:          
           
OPERATIONS:          
           
Net investment income  $15,788,275   $23,730,184 
Net realized gain (loss) on investments   (515,474)   (6,064,623)
Net change in unrealized appreciation (depreciation) on investments   12,685,897    (5,323,436)
           
Net increase (decrease) from operations   27,958,698    12,342,125 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 10):          
           
Class S   (60,505)   (126,269)
Class I   (106,575)   (285,912)
Class W   (14,626,218)   (22,160,802)
Class Z   (410,120)   (1,039,246)
           
Total distributions to shareholders   (15,203,418)   (23,612,229)
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   (4,715,828)   347,101,404 
           
Net increase (decrease) in net assets   8,039,452    335,831,300 
           
NET ASSETS:          
           
Beginning of period   661,748,313    325,917,013 
           
End of period  $669,787,765   $661,748,313 

 

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

 

9

 

Core Bond Series

 

Financial Highlights - Class S

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.09   $9.34   $9.18   $10.82   $11.28   $10.92 
Income (loss) from investment operations:                        
Net investment income1  0.19   0.37   0.32   0.19   0.12   0.16 
Net realized and unrealized gain (loss) on investments  0.18   (0.27)  0.18   (1.62)  (0.33)  0.78 
Total from investment operations  0.37   0.10   0.50   (1.43)  (0.21)  0.94 
Less distributions to shareholders:                        
From net investment income  (0.19)  (0.35)  (0.32)  (0.21)  (0.12)  (0.16)
From net realized gain on investments              (0.13)  (0.42)
From return of capital        (0.02)         
Total distributions to shareholders  (0.19)  (0.35)  (0.34)  (0.21)  (0.25)  (0.58)
Net asset value - End of period  $9.27   $9.09   $9.34   $9.18   $10.82   $11.28 
Net assets - End of period (000’s omitted)  $2,649   $3,352   $2,536   $1,967   $4,185   $5,760 
Total return2  4.07%   1.06%   5.58%   (13.30%)  (1.89%)  8.67% 
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.66%3  0.70%   0.67%   0.70%   0.65%   0.64% 
Net investment income  4.19%3  3.97%   3.44%   1.88%   1.07%   1.38% 
Series portfolio turnover  19%   55%   73%   101%   69%   110% 

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

 

   N/A   0.34%   N/A   N/A   N/A   N/A 

 

1Calculated based on average shares outstanding during the periods.

2Represents 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.

3Annualized.

 

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

 

10

 

Core Bond Series

 

Financial Highlights - Class I1

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.08   $9.36   $9.24   $10.90   $11.38   $11.06 
Income (loss) from investment operations:                        
Net investment income2  0.20   0.38   0.34   0.22   0.14   0.19 
Net realized and unrealized gain (loss) on investments  0.17   (0.26)  0.17   (1.63)  (0.33)  0.79 
Total from investment operations  0.37   0.12   0.51   (1.41)  (0.19)  0.98 
Less distributions to shareholders:                        
From net investment income  (0.20)  (0.40)  (0.37)  (0.25)  (0.15)  (0.20)
From net realized gain on investments              (0.14)  (0.46)
From return of capital        (0.02)         
Total distributions to shareholders  (0.20)  (0.40)  (0.39)  (0.25)  (0.29)  (0.66)
Net asset value - End of period  $9.25   $9.08   $9.36   $9.24   $10.90   $11.38 
Net assets - End of period (000’s omitted)  $5,033   $5,225   $11,183   $4,303   $6,621   $4,387 
Total return3  4.06%   1.31%   5.75%   (13.01%)  (1.65%)  8.93% 
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.45%4,5  0.45%   0.45%   0.45%   0.45%   0.45% 
Net investment income  4.40%4  4.15%   3.75%   2.27%   1.29%   1.67% 
Series portfolio turnover  19%   55%   73%   101%   69%   110% 

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

 

   N/A   0.01%   0.03%   0.04%   0.02%   0.01% 

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

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.

5Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have 0.44%.

 

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

 

11

 

Core Bond Series

 

Financial Highlights - Class W

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.09   $9.34   $9.18   $10.82   $11.27   $10.90 
Income (loss) from investment operations:                        
Net investment income1  0.22   0.43   0.37   0.26   0.19   0.22 
Net realized and unrealized gain (loss) on investments  0.17   (0.27)  0.18   (1.64)  (0.33)  0.78 
Total from investment operations  0.39   0.16   0.55   (1.38)  (0.14)  1.00 
Less distributions to shareholders:                        
From net investment income  (0.21)  (0.41)  (0.37)  (0.26)  (0.18)  (0.21)
From net realized gain on investments              (0.13)  (0.42)
From return of capital        (0.02)         
Total distributions to shareholders  (0.21)  (0.41)  (0.39)  (0.26)  (0.31)  (0.63)
Net asset value - End of period  $9.27   $9.09   $9.34   $9.18   $10.82   $11.27 
Net assets - End of period (000’s omitted)  $643,693   $634,412   $287,175   $275,472   $344,304   $321,288 
Total return2  4.34%   1.78%   6.15%   (12.76%)  (1.25%)  9.31% 
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.05%3  0.05%   0.05%   0.05%   0.05%   0.05% 
Net investment income  4.80%3  4.63%   4.03%   2.68%   1.68%   1.97% 
Series portfolio turnover  19%   55%   73%   101%   69%   110% 

 

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

   0.28%3  0.29%   0.33%   0.32%   0.30%   0.32% 

 

1Calculated based on average shares outstanding during the periods.

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

3Annualized.

 

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

 

12

 

Core Bond Series

 

Financial Highlights - Class Z1

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.07   $9.34   $9.22   $10.88   $11.36   $11.05 
Income (loss) from investment operations:                        
Net investment income2  0.21   0.40   0.35   0.24   0.16   0.20 
Net realized and unrealized gain (loss) on investments  0.17   (0.26)  0.17   (1.64)  (0.34)  0.78 
Total from investment operations  0.38   0.14   0.52   (1.40)  (0.18)  0.98 
Less distributions to shareholders:                        
From net investment income  (0.20)  (0.41)  (0.38)  (0.26)  (0.16)  (0.21)
From net realized gain on investments              (0.14)  (0.46)
From return of capital        (0.02)         
Total distributions to shareholders  (0.20)  (0.41)  (0.40)  (0.26)  (0.30)  (0.67)
Net asset value - End of period  $9.25   $9.07   $9.34   $9.22   $10.88   $11.36 
Net assets - End of period (000’s omitted)  $18,413   $18,759   $25,023   $22,480   $25,281   $20,266 
Total return3  4.23%   1.52%   5.85%   (12.86%)  (1.53%)  9.02% 
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.30%4  0.30%   0.30%   0.30%   0.30%   0.30% 
Net investment income  4.55%4  4.35%   3.78%   2.46%   1.43%   1.75% 
Series portfolio turnover  19%   55%   73%   101%   69%   110% 

 

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

 

   0.03%4  0.04%   0.08%   0.07%   0.05%   0.07% 

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

2Calculated based on average shares outstanding during the periods.

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

4Annualized.

 

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

 

13

 

Core Bond Series

 

Notes to Financial Statements

(unaudited)

 

1.Organization

 

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

 

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

 

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

 

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated as Core Bond Series Class I common stock, 125 million have been designated as Core Bond Series Class S common stock, 150 million have been designated as Core Bond Series Class W common stock and Core Bond Series Class Z common stock.

 

Class W shares represent fiduciary accounts where the Advisor has sole investment discretion.

 

On September 6, 2024, a Reverse Stock Split, approved by the Fund’s Board of Directors (the “Board”), was executed for Classes I and Z of the Series after the close of trading. Shareholders who owned Classes I and Z shares of the Series received a proportional number of Classes I and Z shares of the Series. All share and per share amounts and disclosures in the financial statements and footnotes reflect the reverse stock split. Following the Reverse Stock Split, the total dollar value of a shareholder’s investment in the Series remained unchanged and each shareholder owned the same percentage (by value) of the Series as the shareholder did immediately prior to the Reverse Stock Split.

 

Reverse Stock Split Ratios for the impacted Classes are as follows:

 

CLASS  REVERSE
STOCK SPLIT
RATIO
(old to new)
Class I  1 : 0.907366
Class Z  1 : 0.910714

 

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.

 

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

14 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Valuation (continued)

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.

 

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. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments

 

15 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued)

in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 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  $380,845,614   $   $380,845,614   $ 
States and political subdivisions (municipals)   561,521        561,521     
Corporate debt:                    
Communication Services   9,802,056        9,802,056     
Consumer Discretionary   11,562,194        11,562,194     
Energy   16,726,151        16,726,151     
Financials   74,849,164        74,849,164     
Industrials   8,193,723        8,193,723     
Materials   3,589,268        3,589,268     
Real Estate   16,806,497        16,806,497     
Utilities   10,739,304        10,739,304     
Asset-backed securities   74,652,269        74,652,269     
Commercial mortgage-backed securities   50,969,787        50,969,787     
Short-Term Investment   6,053,326    6,053,326         
Total assets  $665,350,874   $6,053,326   $659,297,548   $ 

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series’ financial statements.

 

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

16 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Transactions, Investment Income and Expenses (continued)

Board, taking into consideration, among other things, the nature and type of expense. Income, expenses (other than shareholder services fees), and realized and unrealized gains and losses are prorated among the classes based on the relative net assets of each class. Class specific expenses are directly charged to that Class.

 

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

 

Foreign Currency Translation

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

 

Asset-Backed Securities

The Series may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e. loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the Series has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

 

Mortgage-Backed Securities

The Series may invest in mortgage-backed securities (“MBS” or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle the Series to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

17 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Inflation-Indexed Bonds

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

 

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2025.

 

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 June 30, 2025.

 

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

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 June 30, 2025, 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

18 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Federal Taxes (continued)

December 31, 2021 through December 31, 2024. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

Foreign Taxes

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

 

Distributions of Income and Gains

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

 

Indemnifications

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

 

Other

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

 

3.Transactions with Affiliates and Other Agreements

 

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

 

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

 

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an annual amount not to exceed 0.15% of the average daily net assets of the Class I and Class S shares of the Series. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund. For the six months ended June 30, 2025, the sub-transfer agency expenses incurred by Class S and Class I were $1,277 and $2,838, respectively.

19 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

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

 

Pursuant to a master services agreement, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

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

 

Pursuant to the advisory fee waiver, the Advisor waived $790,771 in management fees for Class W shares for the six months ended June 30, 2025. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $82,608 and $2,440 for Class W and Class Z shares respectively, for the six months ended June 30, 2025. These amounts are included as a reduction of expenses on the Statement of Operations.

 

For the six months ended June 30, 2025, the Advisor recouped the following waiver and/or reimbursement previously recorded by the Series:

 

CLASS  RECOUPED
AMOUNT
Class I  $     232

20 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

As of June 30, 2025, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

 

CLASS   EXPIRING DECEMBER 31,          
  2025  2026  2027  2028  TOTAL 
Class I  $2,268  $2,309  $577  $  $5,154 
Class W   191,639   213,874   174,693   82,608   662,814 
Class Z   14,696   18,464   8,453   2,440   44,053 

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series’ financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series’ long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series’ financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $29,919,826 and $27,805,909, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $96,599,059 and $109,476,459, respectively.

 

6.Capital Stock Transactions

 

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

 

 CLASS S  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE YEAR
ENDED 12/31/24
 
  SHARES   AMOUNT   SHARES   AMOUNT 
Sold   34,036   $314,654    224,952   $2,071,657 
Reinvested   6,541    60,198    13,633    125,715 
Repurchased   (123,238)   (1,135,600)   (141,633)   (1,306,516)
Total   (82,661)  $(760,748)   96,952   $890,856 

 

 CLASS I  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE YEAR
ENDED 12/31/24
 
  SHARES   AMOUNT   SHARES1   AMOUNT 
Sold   69,348   $634,656    263,727   $2,453,525 
Reinvested   11,599    106,575    31,142    285,911 
Repurchased   (112,528)   (1,036,519)   (914,979)   (8,291,778)
Total   (31,581)  $(295,288)   (620,110)  $(5,552,342)

 

21 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

6.Capital Stock Transactions (continued)

 

CLASS W   FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE YEAR
ENDED 12/31/24
 
  SHARES   AMOUNT   SHARES   AMOUNT 
Sold   3,601,047   $32,976,329    47,278,163   $434,013,978 
Reinvested   1,553,440    14,301,894    2,344,724    21,702,250 
Repurchased   (5,474,658)   (50,239,862)   (10,585,224)   (98,237,419)
Total   (320,171)  $(2,961,639)   39,037,663   $357,478,809 

 

CLASS Z  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE YEAR
ENDED 12/31/24
 
  SHARES   AMOUNT   SHARES1   AMOUNT 
Sold   18,707   $172,306    101,608   $936,772 
Reinvested   44,653    410,120    112,957    1,039,246 
Repurchased   (139,760)   (1,280,579)   (823,596)   (7,691,937)
Total   (76,400)  $(698,153)   (609,031)  $(5,715,919)

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

 

Approximately 96% of the shares outstanding (representing Class W) are fiduciary accounts where the Advisor has sole investment discretion.

 

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

8.Financial Instruments

 

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of June 30, 2025.

 

9.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.

22 

 

Core Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

10.Federal Income Tax Information

 

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

 

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2024 were as follows:

 

Ordinary income   $ 23,612,229  

 

At June 30, 2025, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

 

Cost for federal income tax purposes  $669,822,604 
Unrealized appreciation   7,584,875 
Unrealized depreciation   (12,056,605)
Net unrealized depreciation  $(4,471,730)

 

As of December 31, 2024, the Series had net short-term capital loss carryforwards of $15,710,518 and net long-term capital loss carryforwards of $31,342,735, which may be carried forward indefinitely.

 

11.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

23 

 

Core Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

24 

 

Core Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

25 

 

Core Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

26 

 

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 phone1-800-466-3863
 On the Securities and Exchange 
 Commission’s (SEC) web sitehttp://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
  On Manning & Napier’s web site www.manning-napier.com

 

Quarterly Portfolio Holdings

 

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

 

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

 

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com

1.Fund Holdings - Month-End

2.Fund Holdings - Quarter-End

3.Shareholder Report - Annual

4.Shareholder Report - Semi-Annual
5Financial Statement and Other Information - Annual

6.Financial Statement and Other Information - 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.

 

MNCOB-06/25-SAR

27 

 

 

 

  www.manning-napier.com
   
Manning & Napier Fund, Inc.
   
Unconstrained Bond Series  

 

 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
LOAN ASSIGNMENTS - 0.6%
 
WestJet Loyalty LP, Initial Term Loan (Canada) (3 mo. U.S. Secured Overnight Financing Rate + 3.250%), 7.546%, 2/14/20312          
(Identified Cost $4,895,064)   4,937,500   $4,935,031 
 
CORPORATE BONDS - 17.3%
 
Non-Convertible Corporate Bonds- 17.3%
Communication Services - 0.5%
Media - 0.5%
Open Infra U.S. Assets AB, 11.00%, 2/22/2027   4,200,000    4,043,400 
 
Consumer Discretionary - 0.7%
Broadline Retail - 0.2%
North Investment Group AB (Sweden) (3 mo. STIB + 9.000%), 11.317%, 12/31/2025 (Acquired 04/22/2021, cost $2,818,941)2,3  SEK 23,750,000    1,398,379 
 
Hotels, Restaurants & Leisure - 0.5%
Carnival Corp., 7.875%, 6/1/2027   800,000    840,946 
SP Cruises Intermediate Ltd. (Bermuda), 11.50%, 3/14/20304   4,000,000    3,745,206 
         4,586,152 
Total Consumer Discretionary        5,984,531 
 
Energy - 1.9%
Energy Equipment & Services - 0.8%
Borr IHC Ltd. - Borr Finance LLC (Mexico), 10.00%, 11/15/20284   3,560,976    3,216,371 
Varel Energy Solutions, 12.25%, 4/7/2028   3,375,000    3,315,938 
         6,532,309 
Oil, Gas & Consumable Fuels - 1.1%
Brooge Petroleum and Gas Investment Co. FZE (United Arab Emirates), 8.50%, 9/24/2025 (Acquired 09/10/2020-09/01/2023, cost $7,284,415)3   7,937,297    6,905,448 
New Fortress Energy, Inc., 8.75%, 3/15/20294   4,195,000    1,250,679 
NuStar Logistics LP, 5.625%, 4/28/2027   927,000    934,987 
         9,091,114 
Total Energy        15,623,423 
 
Financials - 5.9%
Banks - 0.4%
Bank of America Corp., (3 mo. U.S. Secured Overnight Financing Rate + 1.022%), 5.340%, 9/15/20262   3,561,000    3,560,192 
 
Capital Markets - 1.5%
BGC Group, Inc., 4.375%, 12/15/2025   4,460,000    4,423,665 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance Corporation, 3.875%, 2/15/20264   4,500,000   $4,428,004 
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 10.00%, 11/15/20294   4,000,000    3,959,756 
         12,811,425 
Consumer Finance - 1.1%
Encore Capital Group, Inc., 8.50%, 5/15/20304   4,000,000    4,290,962 
SLM Corp., 6.50%, 1/31/2030   4,325,000    4,531,122 
         8,822,084 
Financial Services - 2.0%
Golden Pear Funding HoldCo LLC, 10.00%, 3/2/2028   1,200,000    1,245,848 
Legres AB (Sweden) (3 mo. STIB + 9.000%), 11.35%, 12/30/2025 (Acquired 06/15/2023-06/28/2023, cost $3,048,944)3  SEK 32,500,000    3,091,672 
Oxford Finance LLC - Oxford Finance Co-Issuer II, Inc., 6.375%, 2/1/20274   4,500,000    4,525,466 
PHH Escrow Issuer LLC - PHH Corp., 9.875%, 11/1/20294   2,000,000    2,001,082 
U.S. Claims Litigation Funding LLC, 10.25%, 3/17/2028 (Acquired 03/14/2023, cost $1,375,000)3   1,375,000    1,161,844 
Velocity Portfolio Group, Inc., 9.75%, 3/1/2033 (Acquired 02/07/2025, cost $4,000,000)3   4,000,000    4,347,888 
         16,373,800 
Insurance - 0.4%
F&G Annuities & Life, Inc., 6.50%, 6/4/2029   3,039,000    3,137,092 
 
Mortgage Real Estate Investment Trusts (REITS) - 0.5%
ReadyCap Holdings LLC, 9.375%, 3/1/20284   4,250,000    3,911,438 
Total Financials        48,616,031 
 
Industrials - 3.4%
Commearcial Services & Supplies - 0.5%
Cartiga LLC, 9.00%, 6/15/2026 (Acquired 06/14/2021, cost $4,000,000)3   4,000,000    4,026,457 
 
Construction & Engineering - 0.2%
Moreld AS (Norway), 9.875%, 2/11/2030   1,400,000    1,383,306 
 
Machinery - 0.3%
SLR Group GmbH (Germany) (3 mo. EURIBOR + 7.000%), 9.362%, 10/9/20272  EUR2,500,000    2,789,982 

 

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

 

1 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Marine Transportation - 0.5%
Contships Logistics Corp. (Greece), 9.00%, 2/11/2030   4,500,000   $4,323,295 
 
Passenger Airlines - 1.5%
Alaska Airlines Pass-Through Trust, Series 2020-1, Class B, 8.00%, 8/15/20254   1,341,080    1,345,525 
American Airlines, Inc. - AAdvantage Loyalty IP Ltd., 5.50%, 4/20/20264   7,000,000    6,999,589 
United Airlines Pass-Through Trust,
Series 2018-1, Class B, 4.60%, 3/1/2026   2,287,374    2,237,690 
Series 2019-2, Class B, 3.50%, 5/1/2028   2,128,918    2,003,468 
         12,586,272 
Trading Companies & Distributors - 0.4%
Airborne Capital USA LLC, 10.50%, 8/2/2029   4,000,000    3,471,162 
Total Industrials        28,580,474 
 
Materials - 1.1%
Metals & Mining - 1.1%
ACG Holdco 1 Ltd. (United Kingdom), 14.75%, 1/13/2029   4,050,000    4,200,197 
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20274   1,700,662    1,679,470 
Northwest Acquisitions ULC - Dominion Finco, Inc., 7.125%, 11/1/2022 (Acquired 10/06/2017-09/12/2019, cost $4,353,936)3,5   5,870,000    59 
Pembroke Olive Downs Pty Ltd. (Australia), 11.50%, 2/18/2030   3,385,000    3,300,797 
Total Materials        9,180,523 
 
Real Estate - 2.6%
Industrial REITs - 0.5%
IIP Operating Partnership LP, 5.50%, 5/25/2026   4,320,000    4,212,573 
 
Specialized REITs - 2.1%
Pelorus Fund REIT LLC, 7.00%, 9/30/2026 (Acquired 09/21/2021-07/08/2022, cost $4,218,250)3   4,345,000    4,342,170 
SBA Tower Trust,
1.884%, 1/15/20264   2,750,000    2,705,020 
6.599%, 1/15/20284   6,110,000    6,278,500 
4.831%, 10/15/20294   3,630,000    3,633,212 
         16,958,902 
Total Real Estate        21,171,475 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Utilities - 1.2%
Electric Utilities - 1.1%
Alexander Funding Trust II, 7.467%, 7/31/20284   8,250,000   $8,822,285 
 
Independent Power and Renewable Electricity Producers - 0.1%
Palomino Funding Trust I, 7.233%, 5/17/20284   1,105,000    1,170,740 
Total Utilities        9,993,025 
           
TOTAL CORPORATE BONDS
(Identified Cost $153,296,928)
        143,192,882 
           
ASSET-BACKED SECURITIES - 24.8%
 
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.937%, 8/15/20464   4,500,000    4,349,017 
ALLO Issuer LLC, Series 2023-1A, Class A2, 6.20%, 6/20/20534   4,400,000    4,461,182 
Ally Auto Receivables Trust, Series 2024-1, Class A2, 5.32%, 1/15/2027   182,346    182,409 
BRSP Ltd., Series 2021-FL1, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.264%), 5.582%, 8/19/20382,4   1,139,240    1,134,231 
Capteris Equipment Finance LLC, Series 2024-1A, Class A2, 5.58%, 7/20/20324   3,288,842    3,343,951 
Centersquare Issuer LLC, Series 2024-1A, Class A2, 5.20%, 10/26/20544   6,000,000    5,887,596 
CF Hippolyta Issuer LLC,
Series 2020-1, Class A1, 1.69%, 7/15/20604   3,687,753    3,648,282 
Series 2020-1, Class B1, 2.28%, 7/15/20604   1,798,904    1,779,920 
Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20494   8,250,000    8,352,900 
Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20544   2,380,000    2,521,787 
College Ave Student Loans LLC, Series 2021-A, Class A2, 1.60%, 7/25/20514   1,139,853    1,033,855 
Commonbond Student Loan Trust, Series 2019-AGS, Class A1, 2.54%, 1/25/20474   1,252,416    1,148,241 
CoreVest American Finance Trust,
Series 2019-3, Class A, 2.705%, 10/15/20524   995,623    987,988 
Series 2020-3, Class A, 1.358%, 8/15/20534   322,579    316,686 
Series 2020-4, Class A, 1.174%, 12/15/20524   430,005    426,017 
DataBank Issuer,
Series 2021-1A, Class A2, 2.06%, 2/27/20514   5,200,000    5,086,474 
Series 2023-1A, Class A2, 5.116%, 2/25/20534   3,345,000    3,332,249 

 

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

 

2 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/20494   5,000,000   $4,755,308 
ECMC Group Student Loan Trust, Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 5.455%, 11/27/20732,4   4,028,430    4,038,500 
EDvestinU Private Education Loan Issue No. 1 LLC, Series 2019-A, Class A, 3.58%, 11/25/20384   686,363    669,071 
Finance of America Structured Securities Trust, Series 2024-S2, Class A1, 3.50%, 4/25/20744,6   4,114,282    3,976,991 
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/20514   4,760,000    4,581,654 
FS RIALTO, Series 2021-FL2, Class A, (Cayman Islands) (1 mo. U.S. Secured Overnight Financing Rate + 1.334%), 5.646%, 5/16/20382,4   1,419,021    1,416,313 
Golub Capital Partners ABS Funding, Series 2024-1A, Class A2, 6.885%, 1/25/2034 (Acquired 02/14/2024, cost $4,000,000)3   4,000,000    3,998,456 
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20554   2,389,250    2,006,883 
Horizon Aircraft Finance IV Ltd., Series 2024-1, Class A, (Cayman Islands), 5.375%, 9/15/20494   7,122,500    7,120,244 
Hotwire Funding LLC,
Series 2021-1, Class A2, 2.311%, 11/20/20514   3,500,000    3,364,709 
Series 2024-1A, Class A2, 5.893%, 6/20/20544   1,000,000    1,015,000 
HTS Fund II LLC, Series 2025-1, Class A, 5.351%, 6/23/20454   3,650,000    3,649,936 
KREF Ltd., Series 2021-FL2, Class AS, (1 mo. U.S. Secured Overnight Financing Rate + 1.414%), 5.728%, 2/15/20392,4   3,500,000    3,423,313 
Laurel Road Prime Student Loan Trust, Series 2019-A, Class A2FX, 2.73%, 10/25/20484   27,749    27,749 
Libra Solutions LLC, Series 2024-1A, Class A, 5.88%, 9/30/20384   5,000,000    4,964,986 
Lyra Music Assets Delaware LP, Series 2024-2A, Class A2, 5.76%, 12/22/20644   3,994,267    4,007,363 
Navient Private Education Loan Trust,
Series 2014-1, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.624%), 4.930%, 6/25/20312   1,989,365    1,950,314 
Series 2015-BA, Class A3, (1 mo. U.S. Secured Overnight Financing Rate + 1.564%), 5.876%, 7/16/20402,4   755,518    756,249 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
Navient Private Education Loan Trust, (continued)
Series 2017-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.164%), 5.470%, 12/27/20662,4   2,430,298   $2,413,428 
Series 2020-1A, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.164%), 5.470%, 6/25/20692,4   3,107,787    3,085,883 
Series 2020-GA, Class A, 1.17%, 9/16/20694   321,447    298,929 
Series 2021-1A, Class A1A, 1.31%, 12/26/20694   3,331,571    2,966,416 
Series 2021-A, Class A, 0.84%, 5/15/20694   537,032    488,951 
Series 2022-A, Class A, 2.23%, 7/15/20704   2,453,226    2,245,293 
Series 2023-BA, Class A1A, 6.48%, 3/15/20724   395,259    403,972 
Series 2023-BA, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.700%), 6.004%, 3/15/20722,4   922,270    929,299 
Oxford Finance Credit Fund III LP,
Series 2024-A, Class A2, 6.675%, 1/14/20324   2,700,000    2,737,480 
Series 2025-A, Class A2, 5.878%, 8/14/20344   3,400,000    3,414,450 
Oxford Finance Funding LLC,
Series 2022-1A, Class A2, 3.602%, 2/15/20304   2,738,251    2,724,214 
Series 2023-1A, Class A2, 6.716%, 2/15/20314   3,969,486    3,982,569 
PEAR LLC,
Series 2021-1, Class A, 2.60%, 1/15/20344   846,530    839,643 
Series 2022-1, Class A2, 7.25%, 10/15/20344   1,756,993    1,775,499 
Series 2023-1, Class A, 7.42%, 7/15/20354   5,028,819    5,133,198 
Series 2024-1, Class A, 6.95%, 2/15/20364   2,486,060    2,506,022 
Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/20464   4,800,000    4,496,152 
SLM Student Loan Trust,
Series 2008-3, Class A3, (U.S. Secured Overnight Financing Rate 90 Day Average + 1.262%), 5.625%, 10/25/20212   3,498,330    3,471,064 
Series 2008-4, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 1.912%), 6.275%, 7/25/20222   1,880,571    1,891,856 
Series 2012-1, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.064%), 5.370%, 9/25/20282   5,444,679    5,323,970 

 

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

 

3 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
SLM Student Loan Trust, (continued)
Series 2012-7, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.764%), 5.070%, 5/26/20262   8,689,497   $8,398,657 
SMB Private Education Loan Trust,
Series 2019-B, Class A2A, 2.84%, 6/15/20374   1,097,002    1,067,962 
Series 2024-D, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.100%), 5.403%, 7/15/20532,4   4,682,813    4,683,166 
Stack Infrastructure Issuer LLC, Series 2021-1A, Class A2, 1.877%, 3/26/20464   3,400,000    3,319,574 
Stonepeak, Series 2021-1A, Class AA, 2.301%, 2/28/20334   372,501    356,652 
Store Master Funding I-VII and XIV, Series 2019-1, Class A1, 2.82%, 11/20/20494   2,352,294    2,276,367 
Switch ABS Issuer LLC, Series 2024-2A, Class A2, 5.436%, 6/25/20544   4,000,000    4,036,089 
Tricon American Homes, Series 2020-SFR1, Class C, 2.249%, 7/17/20384   2,500,000    2,425,679 
Tricon Residential Trust, Series 2024-SFR4, Class A, 4.30%, 11/17/20414   2,991,925    2,948,918 
Trinity Rail Leasing 2018 LLC, Series 2020-1A, Class A, 1.96%, 10/17/20504   1,329,948    1,251,598 
Trinity Rail Leasing 2021 LLC, Series 2021-1A, Class A, 2.26%, 7/19/20514   1,679,621    1,557,125 
TRP LLC, Series 2021-1, Class A, 2.07%, 6/19/20514   2,612,194    2,474,642 
USQ Rail II LLC, Series 2021-3A, Class A, 2.21%, 6/28/20514   5,103,868    4,843,275 
Vantage Data Centers Issuer LLC, Series 2020-1A, Class A2, 1.645%, 9/15/20454   6,500,000    6,451,503 
Vertical Bridge Holdings LLC, Series 2020-2A, Class A, 2.636%, 9/15/20504   4,000,000    3,976,963 
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $207,212,480)
        204,912,282 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES - 22.0%
 
BRAVO Residential Funding Trust, Series 2019-2, Class A3, 3.50%, 10/25/20444,7   1,858,700    1,778,886 
Brean Asset Backed Securities Trust,
Series 2021-RM2, Class A, 1.75%, 10/25/20614,7   2,274,941    2,184,187 
Series 2024-RM8, Class A1, 4.50%, 5/25/20644   3,677,750    3,591,594 
Series 2025-RM11, Class A1, 4.75%, 5/25/20654,7   2,992,915    2,911,371 
BX Trust, Series 2024-VLT4, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.491%), 5.803%, 7/15/20292,4   5,100,000    5,098,947 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/20494,7   40,281   $38,034 
COLT Mortgage Loan Trust, Series 2021-4, Class A1, 1.397%, 10/25/20664,7   6,655,930    5,489,794 
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1, 2.13%, 2/25/20434,7   97,295    85,037 
Deephaven Residential Mortgage Trust, Series 2021-3, Class A1, 1.194%, 8/25/20664,7   5,986,390    5,206,102 
Fannie Mae REMICS, Series 2018-31, Class KP, 3.50%, 7/25/2047   36,387    35,919 
Finance of America Structured Securities Trust,
Series 2022-S6, Class A1, 3.00%, 7/25/20614   4,050,730    3,999,082 
Series 2025-S1, Class A1, 3.50%, 2/25/20754   4,708,244    4,507,958 
Fontainebleau Miami Beach Mortgage Trust, Series 2024-FBLU, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.450%), 5.762%, 12/15/20392,4   5,000,000    4,989,744 
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K106, Class X1 (IO), 1.438%, 1/25/20307   50,476,733    2,536,716 
GCAT Trust,
Series 2022-NQM3, Class A1, 4.348%, 4/25/20674,7   7,974,335    7,910,609 
Series 2024-NQM1, Class A1, 6.007%, 1/25/20594,6   3,301,279    3,306,489 
GS Mortgage-Backed Securities Trust,
Series 2021-GR3, Class A6, 2.50%, 4/25/20524,7   4,331,734    3,840,202 
Series 2021-PJ9, Class A8, 2.50%, 2/26/20524,7   2,749,729    2,436,538 
Series 2022-PJ1, Class A15, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.850%), 5.00%, 5/28/20522,4   3,989,404    3,695,544 
Series 2022-PJ3, Class A24, 3.00%, 8/25/20524,7   7,491,878    6,723,780 
Hawaii Hotel Trust, Series 2025-MAUI, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.393%), 5.705%, 3/15/20422,4   4,050,000    4,050,630 
Imperial Fund Mortgage Trust,
Series 2022-NQM2, Class A1, 3.638%, 3/25/20674,6   5,631,098    5,224,259 
Series 2022-NQM3, Class A1, 4.38%, 5/25/20674,6   3,231,952    3,218,081 
Series 2022-NQM4, Class A1, 4.767%, 6/25/20674,6   7,487,636    7,614,597 
J.P. Morgan Mortgage Trust,
Series 2014-2, Class 1A1, 3.00%, 6/25/20294,7   133,451    130,804 

  

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

 

4 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
J.P. Morgan Mortgage Trust, (continued)
Series 2021-1, Class A11, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.650%), 4.972%, 6/25/20512,4   3,161,670   $2,935,568 
Series 2021-4, Class A3B, 2.00%, 8/25/20514,7   3,895,657    3,025,972 
Series 2021-5, Class A4, 2.50%, 8/25/20514,7   7,796,011    7,011,287 
Series 2021-INV5, Class A3A, 2.50%, 12/25/20514,7   2,620,615    2,339,041 
Series 2021-LTV2, Class A1, 2.520%, 5/25/20524,7   4,122,549    3,385,540 
Series 2022-INV3, Class A4B, 3.00%, 9/25/20524,7   5,641,874    4,999,819 
JP Morgan Seasoned Mortgage Trust,
Series 2024-1, Class A4, 4.446%, 1/25/20634,7   4,455,411    4,337,842 
Series 2025-1, Class A4, 3.700%, 1/25/20634,7   4,000,000    3,741,439 
Metlife Securitization Trust, Series 2019-1A, Class A, 3.75%, 4/25/20584,7   585,749    561,112 
MFA Trust, Series 2021-INV2, Class A1, 1.906%, 11/25/20564,7   3,208,351    2,788,161 
Morgan Stanley Residential Mortgage Loan Trust, Series 2021-4, Class A4, 2.50%, 7/25/20514,7   9,173,715    8,134,613 
New Residential Mortgage Loan Trust,
Series 2014-3A, Class AFX3, 3.75%, 11/25/20544,7   176,205    169,598 
Series 2015-2A, Class A1, 3.75%, 8/25/20554,7   241,128    233,910 
Series 2019-2A, Class A1, 4.25%, 12/25/20574,7   1,155,690    1,132,881 
Series 2022-NQM2, Class A1, 3.079%, 3/27/20624,7   7,696,569    7,039,458 
NYMT Loan Trust, Series 2022-CP1, Class A1, 2.042%, 7/25/20614   1,446,591    1,355,721 
OBX Trust,
Series 2022-NQM2, Class A1A, 2.783%, 1/25/20624,6   3,100,940    2,954,966 
Series 2024-NQM1, Class A1, 5.928%, 11/25/20634,6   2,857,757    2,867,066 
PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 10.325%, 7/25/2029 (Acquired 07/24/2023, cost $2,399,178)2,3   2,399,178    2,398,906 
RCKT Mortgage Trust, Series 2021-6, Class A5, 2.50%, 12/25/20514,7   4,344,739    3,833,825 
ROCK Trust, Series 2024-CNTR, Class A, 5.388%, 11/13/20414   4,250,000    4,342,724 
RUN Trust, Series 2022-NQM1, Class A1, 4.00%, 3/25/20674   2,677,506    2,600,958 
Sequoia Mortgage Trust,
Series 2013-2, Class A, 1.874%, 2/25/20437   93,762    80,849 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
Sequoia Mortgage Trust, (continued)
Series 2013-6, Class A2, 3.00%, 5/25/20437   991,503   $893,641 
Series 2013-7, Class A2, 3.00%, 6/25/20437   96,313    86,855 
Series 2013-8, Class A1, 3.00%, 6/25/20437   120,990    109,423 
Starwood Retail Property Trust, Series 2014-STAR, Class A, (Prime Rate + 0.000%), 7.50%, 11/15/20272,4   1,533,785    824,644 
SUA LLC, Series 2025-1, Class A, 5.875%, 5/25/20404   4,500,000    4,533,750 
Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/20414,7   1,478,468    1,409,216 
SWCH Commercial Mortgage Trust, Series 2025-DATA, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.443%), 5.755%, 2/15/20422,4   3,500,000    3,470,671 
Towd Point Mortgage Trust,
Series 2018-2, Class A1, 3.25%, 3/25/20584,7   182,357    179,797 
Series 2019-HY1, Class A1, (1 mo. U.S. Secured Overnight Financing Rate + 1.114%), 5.434%, 10/25/20482,4   593,066    593,444 
UWM Mortgage Trust, Series 2021-1, Class A15, 2.50%, 6/25/20514,7   2,142,461    1,731,968 
WBHT Commercial Mortgage Trust, Series 2025-WBM, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.742%), 6.057%, 6/15/20422,4   3,650,000    3,695,915 
Wells Fargo Mortgage Backed Securities Trust, Series 2020-1, Class A1, 3.00%, 12/25/20494,7   2,075,725    1,767,375 
WinWater Mortgage Loan Trust, Series 2015-1, Class A1, 3.50%, 1/20/20454,7   65,771    61,065 
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $184,604,678)
        182,233,924 
 
U.S. TREASURY SECURITIES - 25.9%
 
U.S. Treasury Bonds - 2.0%
U.S. Treasury Bond, 2.50%, 2/15/2045   23,694,000    16,704,270 
Total U.S. Treasury Bonds
(Identified Cost $16,975,391)
        16,704,270 
 
U.S. Treasury Notes - 23.9%
U.S. Treasury Floating Rate Note (3 mo. U.S. Treasury Bill Yield + 0.205%), 4.486%, 10/31/20262   71,422,000    71,497,608 
U.S. Treasury Note 2.25%, 11/15/2027   63,121,000    61,030,117 

 

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

 

5 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
U.S. TREASURY SECURITIES (continued)
 
U.S. Treasury Notes (continued)
U.S. Treasury Note (continued)
3.125%, 11/15/2028   66,178,000   $64,937,163 
           
Total U.S. Treasury Notes
(Identified Cost $196,020,091)
        197,464,888 
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $212,995,482)
        214,169,158 
 
U.S. GOVERNMENT AGENCIES - 6.0%
 
Mortgage-Backed Securities - 6.0%
Fannie Mae
Pool #MA0115, UMBS, 4.50%, 7/1/2029   12,561    12,582 
Pool #MA1834, UMBS, 4.50%, 2/1/2034   79,496    79,639 
Pool #995876, UMBS, 6.00%, 11/1/2038   145,107    152,262 
Pool #FS4047, UMBS, 3.50%, 12/1/2042   6,594,049    6,232,050 
Pool #AW5338, UMBS, 4.50%, 6/1/2044   446,511    440,233 
Pool #AS3878, UMBS, 4.50%, 11/1/2044   223,670    220,544 
Pool #BE7845, UMBS, 4.50%, 2/1/2047   76,904    75,141 
Pool #MA4841, UMBS, 5.00%, 12/1/2052   7,418,749    7,302,185 
Pool #FS6206, UMBS, 5.50%, 10/1/2053   7,235,511    7,316,804 
Freddie Mac
Pool #C91359, 4.50%, 2/1/2031   39,879    40,092 
Pool #D98711, 4.50%, 7/1/2031   132,244    133,004 
Pool #C91746, 4.50%, 12/1/2033   105,537    105,908 
Pool #G05900, 6.00%, 3/1/2040   28,067    29,486 
Pool #RB5264, UMBS, 5.50%, 11/1/2043   6,279,458    6,387,082 
Pool #RA8208, UMBS, 5.00%, 1/1/2053   6,172,084    6,082,534 
Pool #QG6308, UMBS, 6.00%, 7/1/2053   7,081,375    7,263,910 
Pool #RJ0062, UMBS, 5.00%, 10/1/2053   7,825,747    7,729,539 
           
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $48,112,218)
        49,602,995 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
SHORT-TERM INVESTMENT - 2.4%
 
Dreyfus Government Cash Management, Institutional Shares, 4.21%8  
(Identified Cost $19,516,965)   19,516,965   $19,516,965 
           
TOTAL INVESTMENTS - 99.0%
(Identified Cost $830,633,815)
        818,563,237 
OTHER ASSETS, LESS LIABILITIES - 1.0%        8,634,376 
NET ASSETS - 100%       $827,197,613 

  

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

 

6 

 

 

Unconstrained Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

FUTURES CONTRACTS: LONG POSITIONS OPEN AT JUNE 30, 2025
CONTRACTS
PURCHASED
ISSUE EXCHANGE EXPIRATION NOTIONAL VALUE 1 VALUE/UNREALIZED
APPRECIATION/
(DEPRECIATION)
145 EUR Currency CME September 2025 21,452,750 $625,121 
240 JPY Currency CME September 2025 20,983,500 (152,489)
625 U.K. Gilt (10 Year) ICE September 2025 79,811,018 1,534,580 
750 U.S. Treasury Notes (2 Year) CME September 2025 156,017,579 (1,441)
           
TOTAL LONG POSITIONS     $2,005,771 
           
FUTURES CONTRACTS: SHORT POSITIONS OPEN AT JUNE 30, 2025
CONTRACTS SOLD ISSUE EXCHANGE EXPIRATION NOTIONAL VALUE 1 VALUE/UNREALIZED
APPRECIATION/
(DEPRECIATION)
370 Euro-BUND (10 Year) EUREX September 2025 56,724,771 $252,247 
335 U.S. Ultra Treasury Notes (10 Year) CME September 2025 38,278,986 (103,116)
           
TOTAL SHORT POSITIONS     $149,131 
           

 

ABS - Asset-Backed Security 

CME - Chicago Mercantile Exchange

EUR - Euro

EUREX - Eurex Exchange

EURIBOR - Euro Interbank Offered Rate

ICE - Intercontinental Exchange

IO - Interest only

JPY - Japanese Yen

No. - Number

REIT - Real Estate Investment Trust

REMICS - Real Estate Mortgage Investment Conduits

SEK - Swedish Krona

STIB - Stockholm Interbank Offered Rate

UMBS - Uniform Mortgage-Backed Securities

 

1Amount is stated in USD unless otherwise noted.

2Floating rate security. Rate shown is the rate in effect as of June 30, 2025.

3Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2025 was $31,671,279, or 3.8% of the Series’ Net Assets.

4Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2025 was $419,750,476, which represented 50.7% of the Series’ Net Assets.

5Issuer filed for bankruptcy and/or is in default of interest payments.

6Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of June 30, 2025.

7Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of June 30, 2025.

8Rate shown is the current yield as of June 30, 2025.

 

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

 

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

7

 

 

Unconstrained Bond Series

 

Statement of Assets and Liabilities

June 30, 2025 (unaudited)

 

ASSETS:
 
Investments in securities, at value (identified cost $830,633,815) (Note 2)  $818,563,237 
Deposits at broker for futures contracts   6,885,772 
Interest receivable   5,282,817 
Receivable for fund shares sold   739,464 
Futures variation margin receivable   293,135 
Dividends receivable   118,649 
Prepaid expenses   11,683 
      
TOTAL ASSETS   831,894,757 
      
LIABILITIES:     
      
Due to custodian   108,237 
Foreign currency overdraft, at value (identified cost $72,604)   72,702 
Accrued sub-transfer agent fees1   73,789 
Accrued management fees1   52,798 
Accrued fund accounting and administration fees1   33,024 
Accrued distribution and service (Rule 12b-1) fees (Class S)1   4,428 
Accrued Chief Compliance Officer service fees1   1,648 
Directors’ fees payable1   1,247 
Payable for fund shares repurchased   4,149,122 
Futures variation margin payable   117,633 
Distributions payable   346 
Other payables and accrued expenses   82,170 
      
TOTAL LIABILITIES   4,697,144 
      
Commitments and contingent liabilities1     
      
TOTAL NET ASSETS  $827,197,613 
      
NET ASSETS CONSIST OF:     
      
Capital stock  $834,661 
Additional paid-in-capital   877,664,204 
Total distributable earnings (loss)   (51,301,252)
      
TOTAL NET ASSETS  $827,197,613 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($21,566,100/2,167,120 shares)
  $9.95 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($228,426,346/23,035,024 shares)
  $9.92 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W
($577,205,167/58,263,952 shares)
  $9.91 

  

1 See note 3 in Notes to the Financial Statements.

 

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

8

 

 

Unconstrained Bond Series

 

Statement of Operations 

For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:

 

Interest  $21,907,950 
Dividends (net of foreign taxes withheld, $5)   909,788 
      
Total Investment Income   22,817,738 
      
EXPENSES:     
      
Management fees (Note 3)   1,267,636 
Sub-transfer agent fees (Note 3)   149,324 
Fund accounting and administration fees (Note 3)   75,152 
Directors’ fees (Note 3)   55,837 
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)   32,400 
Chief Compliance Officer service fees (Note 3)   4,384 
Custodian fees   14,475 
Recoupment of past waived and/or reimbursed fees (Note 3)   1,332 
Miscellaneous   157,586 
      
Total Expenses   1,758,126 
Less reduction of expenses (Note 3)   (918,317)
      
Net Expenses   839,809 
      
NET INVESTMENT INCOME   21,977,929 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:     
      
Net realized gain (loss) on-     
Investments   2,648,644 
Futures contracts   (664,884)
Foreign currency and translation of other assets and liabilities   56,131 
      
    2,039,891 
Net change in unrealized appreciation (depreciation) on-     
Investments   5,639,556 
Futures contracts   2,979,898 
Foreign currency and translation of other assets and liabilities   68,490 
      
    8,687,944 
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY   10,727,835 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $32,705,764 

 

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

9

 

 

Unconstrained Bond Series

 

Statements of Changes in Net Assets

  

   FOR THE   
   SIX MONTHS   
   ENDED  FOR THE
   6/30/25  YEAR ENDED
   (UNAUDITED)  12/31/24
INCREASE (DECREASE) IN NET ASSETS:          
           
OPERATIONS:          
           
Net investment income  $21,977,929   $41,670,810 
Net realized gain (loss) on investments and foreign currency   2,039,891    (11,463,603) 
Net change in unrealized appreciation (depreciation) on investments and foreign currency   8,687,944    7,643,256 
           
Net increase (decrease) from operations   32,705,764    37,850,463 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 10):          
           
Class S   (570,697)    (1,144,450) 
Class I   (6,042,223)   (11,211,493) 
Class W   (14,960,062)   (29,348,121) 
           
Total distributions to shareholders   (21,572,982)    (41,704,064) 
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   (30,532,508)    (34,399,862) 
           
Net increase (decrease) in net assets   (19,399,726)    30,546,261 
           
NET ASSETS:          
           
Beginning of period   846,597,339    816,051,078 
           
End of period  $827,197,613   $846,597,339 
           

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

10

 

 

Unconstrained Bond Series

 

Financial Highlights - Class S

   

    FOR THE     FOR THE YEAR ENDED  
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     12/31/20  
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $9.82    $9.85    $9.65    $10.61    $10.93    $10.44 
Income (loss) from investment operations:                              
Net investment income1   0.23    0.44    0.39    0.31    0.30    0.29 
Net realized and unrealized gain (loss) on investments   0.12    (0.05)   0.18    (1.02)   (0.02)   0.48 
Total from investment operations   0.35    0.39    0.57    (0.71)   0.28    0.77 
Less distributions to shareholders:                              
From net investment income   (0.22)   (0.42)   (0.35)   (0.25)   (0.30)   (0.28)
From net realized gain on investments                   (0.30)   (0.00)2
From return of capital           (0.02)            
Total distributions to shareholders   (0.22)   (0.42)   (0.37)   (0.25)   (0.60)   (0.28)
                               
Net asset value - End of period   $9.95    $9.82    $9.85    $9.65    $10.61    $10.93 
Net assets - End of period (000’s omitted)   $21,566    $28,523    $29,206    $31,882    $17,776    $20,925 
Total return3   3.64%   4.08%   5.99%   (6.71%)   2.59%   7.54%
                               
Ratios (to average net assets)/Supplemental Data:                              
Expenses*   0.75%4,5   0.75%   0.72%   0.72%   0.73%   0.73%
Net investment income   4.65%4   4.46%   4.01%   3.15%   2.71%   2.74%
Series portfolio turnover   29%   51%   42%   60%   69%   96%

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

    N/A   0.02%   N/A   N/A   N/A   N/A  

 

1Calculated based on average shares outstanding during the periods.

2Less than $(0.01). 

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. 

5Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have 0.74%.

 

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

11

 

 

Unconstrained Bond Series

 

Financial Highlights - Class I1

   

    FOR THE     FOR THE YEAR ENDED  
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     12/31/20  
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $9.79    $9.87    $9.74    $10.75    $11.17    $10.71 
Income (loss) from investment operations:                              
Net investment income2   0.24    0.47    0.42    0.35    0.34    0.32 
Net realized and unrealized gain (loss) on investments   0.13    (0.05)   0.16    (1.05)   (0.03)   0.50 
Total from investment operations   0.37    0.42    0.58    (0.70)   0.31    0.82 
Less distributions to shareholders:                              
From net investment income   (0.24)   (0.50)   (0.43)   (0.31)   (0.38)   (0.36)
From net realized gain on investments                   (0.35)   (0.00)3
From return of capital           (0.02)            
Total distributions to shareholders   (0.24)   (0.50)   (0.45)   (0.31)   (0.73)   (0.36)
                               
Net asset value - End of period   $9.92    $9.79    $9.87    $9.74    $10.75    $11.17 
Net assets - End of period (000’s omitted)   $228,426    $245,873    $187,137    $192,903    $36,639    $21,687 
Total return4   3.80%   4.39%   6.16%   (6.42%)   2.81%   7.74%
                               
Ratios (to average net assets)/Supplemental Data:                              
Expenses*   0.48%5   0.47%   0.49%   0.47%   0.49%   0.49%
Net investment income   4.92%5   4.74%   4.25%   3.47%   2.97%   2.96%
Series portfolio turnover   29%   51%   42%   60%   69%   96%

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements. 

2Calculated based on average shares outstanding during the periods.

3Less than $(0.01). 

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

5Annualized.

 

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

12

 

 

Unconstrained Bond Series

 

Financial Highlights - Class W

  

 

    FOR THE     FOR THE YEAR ENDED  
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     12/31/20  
                   
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $9.78    $9.81    $9.62    $10.57    $10.90    $10.41 
Income (loss) from investment operations:                              
Net investment income1   0.26    0.51    0.45    0.37    0.37    0.36 
Net realized and unrealized gain (loss) on investments   0.13    (0.05)   0.17    (1.01)   (0.03)   0.49 
Total from investment operations   0.39    0.46    0.62    (0.64)   0.34    0.85 
Less distributions to shareholders:                              
From net investment income   (0.26)   (0.49)   (0.41)   (0.31)   (0.37)   (0.36)
From net realized gain on investments                   (0.30)   (0.00)2
From return of capital           (0.02)            
Total distributions to shareholders   (0.26)   (0.49)   (0.43)   (0.31)   (0.67)   (0.36)
                               
Net asset value - End of period   $9.91    $9.78    $9.81    $9.62    $10.57    $10.90 
Net assets - End of period (000’s omitted)   $577,205    $572,200    $599,708    $592,728    $673,807    $631,570 
Total return3   4.00%   4.85%   6.66%   (6.05%)   3.19%   8.29%
                               
Ratios (to average net assets)/Supplemental Data:                              
Expenses*   0.05%4   0.05%   0.05%   0.05%   0.05%   0.05%
Net investment income   5.35%4   5.16%   4.69%   3.68%   3.40%   3.40%
Series portfolio turnover   29%   51%   42%   60%   69%   96%

  

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

    0.32%4   0.32%   0.34%   0.32%   0.32%   0.32%  
                                

1Calculated based on average shares outstanding during the periods.

2Less than $(0.01). 

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

4Annualized.

 

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

13

 

Unconstrained Bond Series

 

Notes to Financial Statements 

(unaudited)

 

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’ investment objective is to provide long-term total return, and its secondary objective is to provide preservation of capital.

 

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue four classes of shares (Class S, I, W, and Z). Each class of shares is substantially the same, except that class specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated as Unconstrained Bond Series Class I common stock and Unconstrained Bond Series Class Z common stock, 125 million have been designated as Unconstrained Bond Series Class S common stock and 150 million have been designated as Unconstrained Bond Series Class W common stock. Class Z common stock is not currently offered for sale.

 

Class W shares represent fiduciary accounts where the Advisor has sole investment discretion.

 

On September 6, 2024, a Reverse Stock Split, approved by the Fund's Board of Directors, (the “Board”) was executed for Class I of the Series after the close of trading. Shareholders who owned Class I shares of the Series received a proportional number of Class I shares of the Series. All share and per share amounts and disclosures in the financial statements and footnotes reflect the reverse stock split. Following the Reverse Stock Split, the total dollar value of a shareholder's investment in the Series remained unchanged and each shareholder owned the same percentage (by value) of the Series as the shareholder did immediately prior to the Reverse Stock Split.

 

CLASS REVERSE
STOCK SPLIT

RATIO

(old to new)

Class I 1 : 0.864249

 

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.

 

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

 

14

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Valuation (continued)

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.

 

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”).

 

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. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

15

 

 

Unconstrained Bond Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued)

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 in valuing the Series’ assets or liabilities carried at fair value:

 

DESCRIPTION  TOTAL   LEVEL 1   LEVEL 2   LEVEL 3 
Assets:                
Debt securities:                    
Loan Assignments  $4,935,031   $   $4,935,031   $ 
U.S. Treasury and other U.S.                    
Government agencies   263,772,153        263,772,153     
Corporate debt:                    
Communication Services   4,043,400        4,043,400     
Consumer Discretionary   5,984,531        5,984,531     
Energy   15,623,423        15,623,423     
Financials   48,616,031        48,616,031     
Industrials   28,580,474        28,580,474     
Materials   9,180,523        9,180,523     
Real Estate   21,171,475        21,171,475     
Utilities   9,993,025        9,993,025     
Asset-backed securities   204,912,282        204,912,282     
Commercial mortgage-backed                    
securities   182,233,924        182,233,924     
Short-Term Investment   19,516,965    19,516,965         
Other financial instruments:*                    
Foreign currency exchange contracts   625,121    625,121         
Interest rate contracts   1,786,827    1,786,827         
Total assets   820,975,185    21,928,913    799,046,272     
Liabilities:                    
Other financial instruments:*                    
Foreign currency exchange contracts   (152,489)    (152,489)         
Interest rate contracts   (104,557)    (104,557)         
Total liabilities   (257,046)    (257,046)         
Total  $820,718,139   $21,671,867   $799,046,272   $ 

 

* Other financial instruments are futures (Level 1). Futures are valued at the unrealized appreciation (depreciation) on the instrument.

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of

 

16

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

New Accounting Pronouncement (continued)

income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series' financial statements.

 

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 examples are directly charged to that Class.

 

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

 

Forward Foreign Currency Exchange Contracts

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

 

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

 

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

 

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The Series’ forward foreign currency exchange contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions). No such investments were held by the Series on June 30, 2025.

 

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.

 

17

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Futures

The Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the bond market or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Advisor to the Series may be attempting to sell some or all the Series’ holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, a Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

 

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions).

 

Option Contracts

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

 

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

 

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

 

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

 

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. No such investments were held by the Series on June 30, 2025.

 

The following table presents the present value of derivatives held at June 30, 2025 as reflected on the Statement of Assets and Liabilities, and the effect of derivative instruments on the Statement of Operations:

 

18

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

  

STATEMENT OF ASSETS AND LIABILITIES      
Derivative Assets Location    
Foreign currency exchange contracts Net unrealized appreciation1  $625,121 
Interest rate contracts Net unrealized appreciation1  $1,786,827 
Derivative Liabilities Location     
Foreign currency exchange contracts Net unrealized depreciation1  $(152,489)
Interest rate contracts Net unrealized depreciation1  $(104,557)

 

STATEMENT OF OPERATIONS   

 
Derivative Location of Gain or (Loss) on Derivatives 

Realized Gain

(Loss) on

Derivatives

 
Interest rate contracts Net realized gain (loss) on futures contracts  $(664,884)
Derivative Location of Appreciation (Depreciation) on Derivatives 

Unrealized

Appreciation

(Depreciation)

on Derivatives

 
Foreign currency exchange contracts Net change in unrealized appreciation (depreciation) on futures contracts  $472,632 
Interest rate contracts Net change in unrealized appreciation (depreciation) on futures contracts  $2,507,266 

 

1Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolio, and is included within Net Assets as the components of capital are not required to be presented separately on the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

 

The average month-end balances for the six months ended June 30, 2025 were as follows:

 

     
Futures Contracts:    
Average number of contracts purchased   1,060 
Average number of contracts sold   362 
Average notional value of contracts purchased  $134,153,829 
Average notional value of contracts sold  $49,463,972 

 

Asset-Backed Securities

The Series may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e. loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the Series has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

 

Mortgage-Backed Securities

The Series may invest in mortgage-backed securities (“MBS” or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle the Series to the periodic payments of principal and interest from those mortgages.

 

19

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Mortgage-Backed Securities (continued)

MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

 

Inflation-Indexed Bonds

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

 

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2025.

 

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 June 30, 2025.

 

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.

 

20

 

 

Unconstrained Bond Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

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 June 30, 2025, 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, 2021 through December 31, 2024. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

Foreign Taxes

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

 

Distributions of Income and Gains

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

 

Indemnifications

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

 

Other

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

 

3.Transactions with Affiliates and Other Agreements

 

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.30% of the Series’ average daily net assets for investment advisory services.

 

Under the Agreement, personnel of the Advisor are responsible for management of the Series' portfolio, the execution of securities transactions, and generally administer the affairs of the Fund. 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

 

21

 

 

Unconstrained Bond Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair, Governance & Nominating Committee Chair and Lead Independent Director, who each receive an additional annual stipend for these roles.

 

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an annual amount not to exceed 0.15% of the average daily net assets of the Class I and Class S shares of the Series. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund. During the six months ended June 30, 2025, the sub-transfer agency expenses incurred by Class S and Class I were $15,263 and $134,060, respectively.

 

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

 

Pursuant to a master services agreement, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fee and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.50% of the average daily net assets of the Class S and Class I shares, 0.05% of the average daily net assets of the Class W shares, and 0.35% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

 

Pursuant to the advisory fee waiver, the Advisor waived $855,371 in management fees for Class W for the six months ended June 30, 2025. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $62,946 for Class W shares for the six months ended June 30, 2025. These amounts are included as a reduction of expenses on the Statement of Operations.

 

For the six months ended June 30, 2025, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:

 

22

 

 

Unconstrained Bond Series 

 

Notes to Financial Statements (continued)

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

  

CLASS 

RECOUPED

AMOUNT

 
Class S  $1,332 

 

As of June 30, 2025, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

 

CLASS   EXPIRING DECEMBER 31,             
  2025   2026   2027   2028   TOTAL 
Class S  $   $   $5,074   $   $5,074 
Class W   121,399    218,725    137,133    62,946    540,203 

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series' financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series' long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series' financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $91,059,980 and $125,122,512, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $145,934,688 and $150,446,790, respectively.

 

6.Capital Stock Transactions

 

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

  

CLASS S 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   384,059   $3,802,622    966,372   $9,511,501 
Reinvested   57,349    568,296    116,614    1,144,089 
Repurchased   (1,178,999)   (11,672,264)   (1,144,836)   (11,242,405)
Total   (737,591)  $(7,301,346)   (61,850)  $(586,815)

 

23

 

 

Unconstrained Bond Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

6.Capital Stock Transactions (continued)

 

CLASS I 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES1   AMOUNT 
Sold   2,936,087   $28,973,832    11,296,530   $111,012,486 
Reinvested   611,900    6,041,920    1,132,569    11,096,061 
Repurchased   (5,634,126)   (55,657,166)   (6,274,688)   (61,455,055)
Total   (2,086,139)  $(20,641,414)   6,154,411   $60,653,492 

 

CLASS W 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   1,964,800   $19,368,659    7,524,788   $73,384,171 
Reinvested   1,494,650    14,743,910    2,956,284    28,888,393 
Repurchased   (3,723,841)   (36,702,317)   (13,114,241)   (127,939,379)
Total   (264,391)  $(2,589,748)   (2,633,169)  $(25,666,815)

  

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

 

Approximately 70% of the shares outstanding (representing Class W) are fiduciary accounts where the Advisor has sole investment discretion.

 

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

8.Financial Instruments and Loan Assignments

 

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. For the six months ended June 30, 2025, the Series invested in futures contracts (foreign currency exchange and interest rate risk).

 

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were liquid when purchased may become illiquid.

 

24

 

 

Unconstrained Bond Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

9.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.

 

10.Federal Income Tax Information

 

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

 

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2024 were as follows:

 

Ordinary income  $41,704,064 

 

At June 30, 2025, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

 

Cost for federal income tax purposes  $830,634,069 
Unrealized appreciation   9,331,342 
Unrealized depreciation   (21,402,174)
Net unrealized depreciation  $(12,070,832)

 

At December 31, 2024, the Series had net short-term capital loss carryforwards of $10,174,488 and net long-term capital loss carryforwards of $32,789,555, which may be carried forward indefinitely.

 

11.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

 

25

 

 

Unconstrained Bond Series

 

Renewal of Investment Advisory Agreement 

(unaudited)

 

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

 

26

 

 

Unconstrained Bond Series

 

Renewal of Investment Advisory Agreement 

(unaudited)

 

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

  

27

 

 

Unconstrained Bond Series

 

Renewal of Investment Advisory Agreement 

(unaudited)

 

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

  

28

 

 

Unconstrained Bond Series

 

Literature Requests 

(unaudited)

 

Proxy Voting Policies and Procedures

 

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

 

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

 

Proxy Voting Record

 

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

 

By phone 1-800-466-3863
On the SEC’s web site http://www.sec.gov
On Manning & Napier’s web site www.manning-napier.com

 

Quarterly Portfolio Holdings

 

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

 

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

 

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com 

1.Fund Holdings - Month-End

2.Fund Holdings - Quarter-End

3.Shareholder Report - Annual

4.Shareholder Report - Semi-Annual

5.Financial Statement and Other Information - Annual

6.Financial Statement and Other Information - 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.

 

MNCPB-06/25-SAR

 

29

 

 

 

  www.manning-napier.com
   
Manning & Napier Fund, Inc.
   
Diversified Tax Exempt Series  

 

 

 

 

 

Diversified Tax Exempt Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.0%
Freddie Mac Multifamily M.L. Certificates, Series ML19, Class A, 4.033%, 12/25/2036
(Identified Cost $2,151,648)
   2,153,897   $2,153,908 
 
MUNICIPAL BONDS - 91.5%
ALABAMA - 1.1%
Autauga County, Correctional Facility Impt, Series A, G.O. Bond, 5.000%, 3/1/2037   1,345,000    1,476,623 
Cullman Utilities Board Water Division, Revenue Bond, AGM, 4.000%, 9/1/2025   1,000,000    1,001,841 
         2,478,464 
 
ALASKA - 1.3%
Alaska Municipal Bond Bank Authority
Electric Light & Power Impt., Revenue Bond, 5.000%, 12/1/2025   750,000    756,202 
Electric Light & Power Impt., Revenue Bond, 5.000%, 12/1/2030   875,000    954,977 
School Impt., Series ONE, Revenue Bond, 5.000%, 12/1/2030   490,000    534,787 
School Impt., Series ONE, Revenue Bond, 5.000%, 12/1/2031   500,000    550,344 
         2,796,310 
 
 
ARIZONA - 0.3%
Pinal County Unified School District No. 21 Coolidge
School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2032   175,000    193,053 
School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2033   130,000    144,115 
School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2034   175,000    194,655 
School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2035   150,000    165,529 
         697,352 
 
COLORADO - 0.8%
Denver Wastewater Management Division Department of Public Works, Public Impt., Revenue Bond, 5.000%, 11/1/2029   750,000    799,628 
E-470 Public Highway Authority, Senior Lien, Series A, Revenue Bond, 5.000%, 9/1/2026   1,000,000    1,025,687 
         1,825,315 
 
DISTRICT OF COLUMBIA - 3.5%
District of Columbia
Public Impt., Series A, G.O. Bond, 5.000%, 10/15/2036   1,265,000    1,332,017 
Public Impt., Series A, G.O. Bond, 5.000%, 1/1/2041   2,000,000    2,104,545 
District of Columbia Income Tax
School Impt., Series A, Revenue Bond, 5.000%, 7/1/2041   1,115,000    1,170,175 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
DISTRICT OF COLUMBIA (continued)
District of Columbia Income Tax (continued)
School Impt., Series A, Revenue Bond, 5.000%, 7/1/2042   1,895,000   $1,982,709 
District of Columbia Water & Sewer Authority, Water Utility Impt., Series B, Revenue Bond, 5.000%, 10/1/2047   1,000,000    1,021,552 
         7,610,998 
 
FLORIDA - 5.3%
Broward County, Water & Sewer Utility, Sewer Impt., Series A, Revenue Bond, 5.000%, 10/1/2038   4,000,000    4,213,330 
Central Florida Expressway Authority
Senior Lien, Revenue Bond, 5.000%, 7/1/2027   500,000    521,192 
Senior Lien, Revenue Bond, 5.000%, 7/1/2038   530,000    542,017 
Florida Department of Transportation Turnpike System, Series B, Revenue Bond, 2.500%, 7/1/2026   505,000    500,098 
Fort Lauderdale, Public Impt., Series A, G.O. Bond, 5.000%, 7/1/2043   1,010,000    1,050,942 
JEA Electric System, Series A, Revenue Bond, 5.000%, 10/1/2028   1,000,000    1,067,672 
Miami-Dade County, Revenue Bond, 5.000%, 4/1/2028   1,015,000    1,076,143 
Orlando Utilities Commission, Series C, Revenue Bond, 5.000%, 10/1/2025   665,000    668,607 
Tampa, Water & Wastewater System, Water Utility Impt., Series A, Revenue Bond, 5.000%, 10/1/2034   950,000    1,056,252 
Tampa-Hillsborough County Expressway Authority, Highway Impt., Series A, Revenue Bond, BAM, 5.000%, 7/1/2028   1,000,000    1,061,704 
         11,757,957 
 
GEORGIA - 1.9%
Atlanta, Series A-1, G.O. Bond, 5.000%, 12/1/2042   800,000    838,272 
Georgia, School Impt., Series A, G.O. Bond, 5.000%, 7/1/2033   3,000,000    3,320,553 
         4,158,825 
 
HAWAII - 2.1%
City & County of Honolulu, Transit Impt., Series E, G.O. Bond, 5.000%, 3/1/2027   2,000,000    2,075,306 
Hawaii
Series FE, G.O. Bond, 5.000%, 10/1/2025   1,505,000    1,513,283 
Series GJ, G.O. Bond, 1.033%, 8/1/2025   500,000    498,610 
Honolulu County, Series E, G.O. Bond, 5.000%, 9/1/2028   500,000    521,515 
         4,608,714 

 

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

 

1 

 

 

Diversified Tax Exempt Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
ILLINOIS - 4.0%
Elgin, Water Utility Impt., G.O. Bond, 5.000%, 12/15/2036   1,310,000   $1,440,224 
Illinois Municipal Electric Agency, Series A, Revenue Bond, 5.000%, 2/1/2026   730,000    731,069 
Illinois State Toll Highway Authority
Highway Impt., Series B, Revenue Bond, 5.000%, 1/1/2038   1,050,000    1,063,534 
Series B, Revenue Bond, 5.000%, 1/1/2031   1,500,000    1,625,710 
Lake in the Hills, Multiple Utility Impt., G.O. Bond, 5.000%, 12/15/2037   710,000    769,021 
Rock Island County School District No. 41 Rock Island, School Impt., Series A, G.O. Bond, AGC, 5.000%, 1/1/2035   400,000    441,545 
Schaumburg, G.O. Bond, 4.000%, 12/1/2033   1,175,000    1,222,465 
United City of Yorkville
Series B, G.O. Bond, 5.000%, 12/30/2028   200,000    212,812 
Series B, G.O. Bond, 5.000%, 12/30/2029   175,000    188,838 
Series B, G.O. Bond, 5.000%, 12/30/2030   175,000    191,019 
Series B, G.O. Bond, 5.000%, 12/30/2031   300,000    329,971 
Series B, G.O. Bond, 5.000%, 12/30/2032   225,000    248,123 
Series B, G.O. Bond, 5.000%, 12/30/2033   260,000    287,010 
         8,751,341 
 
INDIANA - 1.2%
Indiana Municipal Power Agency
Electric Light & Power Impt., Series A, Revenue Bond, AGC, 5.000%, 1/1/2032   375,000    416,834 
Electric Light & Power Impt., Series A, Revenue Bond, AGC, 5.000%, 1/1/2033   625,000    697,073 
Indianapolis Local Public Improvement Bond Bank, Correctional Facility Impt, Series A, Revenue Bond, 5.000%, 2/1/2030   500,000    532,135 
South Bend Sewage Works, Revenue Bond, 3.000%, 12/1/2025   1,075,000    1,074,210 
         2,720,252 
 
IOWA - 1.8%
Altoona, Series A, G.O. Bond, 5.000%, 6/1/2036   1,845,000    1,983,883 
Des Moines, Stormwater Utility, Public Impt., Series B, Revenue Bond, 5.000%, 6/1/2031   865,000    948,708 
Le Mars Community School District, School Impt., G.O. Bond, AGC, 5.000%, 6/1/2034   1,000,000    1,091,666 
         4,024,257 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
KENTUCKY - 1.9%
Jefferson County Board of Education, School Impt., Series A, G.O. Bond, 5.000%, 6/1/2036   1,230,000   $1,343,172 
Kenton County School District, School Impt., Series A, G.O. Bond, 5.000%, 6/1/2036   1,050,000    1,138,277 
Kentucky Municipal Energy Agency, Electric Light & Power Impt., Revenue Bond, 5.000%, 1/1/2033   1,375,000    1,522,167 
Kentucky State Property & Building Commission, Public Impt., Series A, Revenue Bond, 5.000%, 10/1/2030   125,000    137,412 
         4,141,028 
 
LOUISIANA - 0.2%
New Orleans, Sewer Impt., Series B, Revenue Bond, 5.000%, 6/1/2027   500,000    515,732 
 
MAINE - 1.1%
Bar Harbor, Multiple Utility Impt., G.O. Bond, 5.000%, 10/15/2040   1,000,000    1,063,000 
Maine Municipal Bond Bank, Highway Impt., Series A, Revenue Bond, 5.000%, 9/1/2027   675,000    707,002 
Maine Turnpike Authority, Highway Impt., Revenue Bond, 5.000%, 7/1/2033   550,000    597,438 
         2,367,440 
 
MARYLAND - 3.0%
Maryland
School Impt., Series A, G.O. Bond, 5.000%, 3/1/2033   5,000,000    5,499,839 
School Impt., Series A, G.O. Bond, 5.000%, 8/1/2035   1,000,000    1,081,208 
         6,581,047 
 
MASSACHUSETTS - 2.3%
Commonwealth of Massachusetts, Transit Impt., Series C, G.O. Bond, 5.000%, 10/1/2047   5,000,000    5,113,394 
           
MICHIGAN - 0.5%
Charter Township of White Lake
G.O. Bond, 5.000%, 3/1/2036   575,000    638,281 
G.O. Bond, 5.000%, 3/1/2037   515,000    566,785 
         1,205,066 
 
MINNESOTA - 1.4%
Minnesota
Public Impt., Series A, G.O. Bond, 5.000%, 8/1/2026   1,030,000    1,031,818 
Public Impt., Series A, G.O. Bond, 5.000%, 8/1/2036   1,970,000    2,076,069 
         3,107,887 
 
MISSISSIPPI - 0.2%
Mississippi, Series E, G.O. Bond, 1.122%, 10/1/2025   500,000    496,084 
 
MISSOURI - 2.3%
Clayton, G.O. Bond, 4.000%, 3/15/2028   510,000    528,169 


 

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

 

2 

 

 

Diversified Tax Exempt Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
MISSOURI (continued)
Columbia School District, Series B, G.O. Bond, 5.000%, 3/1/2026   1,635,000   $1,658,886 
Fort Zumwalt School District, School Impt., G.O. Bond, BAM, 5.000%, 3/1/2033   1,260,000    1,347,004 
Missouri Joint Municipal Electric Utility Commission, Prairie Street Project, Revenue Bond, 5.000%, 1/1/2027   1,410,000    1,456,769 
         4,990,828 
 
NEBRASKA - 1.7%
Nebraska Public Power District, Series B, Revenue Bond, 5.000%, 1/1/2030   640,000    695,681 
Omaha Public Power District
Electric Light & Power Impt., Series A, Revenue Bond, 5.000%, 2/1/2046   2,065,000    2,098,138 
Series A, Revenue Bond, 5.000%, 2/1/2031   1,000,000    1,045,724 
         3,839,543 
 
NEVADA - 1.9%
Clark County, Public Impt., G.O. Bond, 5.000%, 11/1/2031   3,970,000    4,259,968 
 
NEW JERSEY - 0.7%
New Jersey Economic Development Authority
Revenue Bond, 5.000%, 6/15/2028   700,000    738,901 
School Impt., Revenue Bond, 5.000%, 6/15/2029   750,000    804,994 
         1,543,895 
 
NEW YORK - 11.5%
Metropolitan Transportation Authority, Transit Impt., Green Bond, Series C-1, Revenue Bond, 4.750%, 11/15/2045   2,000,000    1,946,145 
New York
Public Impt., Series D, G.O. Bond, 5.000%, 12/1/2042   1,500,000    1,522,664 
Series D, Prerefunded Balance, G.O. Bond, 1.216%, 8/1/2026   125,000    121,052 
Series D, Unrefunded Balance, G.O. Bond, 1.216%, 8/1/2026   1,075,000    1,040,436 
New York City
Series B-1, G.O. Bond, 5.000%, 8/1/2027   1,600,000    1,676,224 
Series E, G.O. Bond, 5.000%, 8/1/2026   1,905,000    1,953,416 
New York City Municipal Water Finance Authority, Series EE, Revenue Bond, 5.000%, 6/15/2040   3,500,000    3,563,284 
New York City Transitional Finance Authority Future Tax Secured, Series A-1, Revenue Bond, 5.000%, 8/1/2044   3,500,000    3,592,165 
New York State Dormitory Authority
Public Impt., Series C, Revenue Bond, 5.652%, 2/15/2030   1,000,000    1,055,202 
Series C, Prerefunded Balance, Revenue Bond, 1.187%, 3/15/2026   1,110,000    1,086,063 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
NEW YORK (continued)
New York State Thruway Authority, Series B, Revenue Bond, 4.000%, 1/1/2038   2,390,000   $2,392,868 
New York State Urban Development Corp., Correctional Facility Impt., Revenue Bond, 5.250%, 3/15/2038   5,000,000    5,507,853 
         25,457,372 
 
NORTH CAROLINA - 1.2%
Mecklenburg County, School Impt., Series A, G.O. Bond, 4.000%, 4/1/2030   2,500,000    2,544,386 
 
NORTH DAKOTA - 2.2%
Fargo
Public Impt., Series A, G.O. Bond, 5.000%, 5/1/2038   2,235,000    2,415,467 
Public Impt., Series A, G.O. Bond, 5.000%, 5/1/2039   2,350,000    2,516,492 
         4,931,959 
 
OHIO - 3.0%
Cincinnati, Public Impt., Series A, G.O. Bond, 5.000%, 12/1/2027   1,100,000    1,159,480 
Hamilton County, Parking Facility Impt., Series A, G.O. Bond, 5.000%, 12/1/2037   1,000,000    1,070,303 
Ohio, Public Impt., Series A, G.O. Bond, 5.000%, 3/1/2041   1,845,000    1,958,372 
Ohio Water Development Authority
Sewer Impt., Revenue Bond, 5.000%, 12/1/2036   1,350,000    1,429,397 
Sewer Impt., Revenue Bond, 5.000%, 12/1/2037   1,000,000    1,057,597 
         6,675,149 
 
OKLAHOMA - 1.0%
Tulsa County Independent School District No. 9 Union, School Impt., G.O. Bond, 4.000%, 4/1/2030   2,000,000    2,107,756 
 
PENNSYLVANIA - 4.2%
Lancaster School District
Series A, G.O. Bond, BAM, 5.000%, 6/1/2032   500,000    556,857 
Series A, G.O. Bond, BAM, 5.000%, 6/1/2033   750,000    838,429 
Series A, G.O. Bond, BAM, 5.000%, 6/1/2034   1,000,000    1,107,268 
Pennsylvania Turnpike Commission
Highway Impt., Series A, Revenue Bond, 5.000%, 12/1/2029   750,000    818,629 
Highway Impt., Series A, Revenue Bond, 5.000%, 12/1/2030   850,000    922,567 
Revenue Bond, 5.000%, 12/1/2031   500,000    559,182 
Series A-2, Revenue Bond, 5.000%, 6/1/2028   590,000    600,359 
Philadelphia Gas Works Co., Revenue Bond, 5.000%, 10/1/2030   1,005,000    1,023,475 

 

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

 

3 

 

Diversified Tax Exempt Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
PENNSYLVANIA (continued)
Philadelphia, Water & Wastewater, Water Utility Impt., Series A, Revenue Bond, 5.000%, 11/1/2040   2,450,000   $2,528,766 
Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM, 5.000%, 9/1/2032   300,000    325,865 
         9,281,397 
 
SOUTH CAROLINA - 1.1%
Charleston, Waterworks & Sewer System, Sewer Impt., Revenue Bond, 5.000%, 1/1/2044   850,000    865,732 
Dorchester County School District No. 2, School Impt., Series A, G.O. Bond, 5.000%, 3/1/2031   1,380,000    1,536,122 
         2,401,854 
 
TENNESSEE - 4.0%
Chattanooga, Electric Light & Power Impt., Revenue Bond, 5.000%, 9/1/2039   2,000,000    2,142,204 
Clarksville, Electric System, Revenue Bond, 5.000%, 9/1/2029   1,015,000    1,057,578 
Knox County, Correctional Facility Impt., G.O. Bond, 4.000%, 6/1/2040   2,805,000    2,735,499 
Metropolitan Government of Nashville & Davidson County, Water & Sewer, Series B, Revenue Bond, 1.031%, 7/1/2025   650,000    649,939 
Shelby County, Series A, G.O. Bond, 5.000%, 4/1/2035   1,250,000    1,286,473 
Sullivan County, Correctional Facility Impt., G.O. Bond, 5.000%, 5/1/2027   1,000,000    1,041,167 
         8,912,860 
 
TEXAS - 7.0%
Dallas, Waterworks & Sewer System, Series C, Revenue Bond, 5.000%, 10/1/2028   1,715,000    1,836,039 
Irving, Public Impt., G.O. Bond, 5.000%, 9/15/2032   3,030,000    3,352,605 
Judson Independent School District, G.O. Bond, 5.000%, 2/1/2036   835,000    913,814 
North Texas Municipal Water District Water System, Series A, Revenue Bond, 5.000%, 9/1/2027   1,500,000    1,571,909 
North Texas Tollway Authority
Series A, Revenue Bond, 5.000%, 1/1/2027   2,000,000    2,019,762 
Series B, Revenue Bond, 5.000%, 1/1/2029   925,000    991,814 
San Antonio Water System, Water Utility Impt., Series A, Revenue Bond, 5.000%, 5/15/2032   1,075,000    1,129,938 
Tarrant County, Highway Impt., G.O. Bond, 5.000%, 7/15/2036   2,300,000    2,469,184 
Texas Municipal Gas Acquisition & Supply Corp. III
Revenue Bond, 5.000%, 12/15/2026   200,000    203,843 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
TEXAS (continued)
Texas Municipal Gas Acquisition & Supply Corp. III (continued)
Revenue Bond, 5.000%, 12/15/2027   600,000   $618,938 
Revenue Bond, 5.000%, 12/15/2028   250,000    260,584 
         15,368,430 
 
UTAH - 0.4%
Salt Lake City Corp., Series B, G.O. Bond, 5.000%, 6/15/2026   830,000    848,422 
 
VIRGINIA - 0.9%
Chesterfield County, School Impt., Series B, G.O. Bond, 4.000%, 1/1/2041   2,000,000    1,935,045 
 
WASHINGTON - 6.3%
Seattle, Municipal Light & Power, Electric Light & Power Impt., Revenue Bond, 5.000%, 7/1/2041   1,040,000    1,090,239 
Tacoma, Electric System, Revenue Bond, 5.000%, 1/1/2046   1,030,000    1,051,058 
Washington
School Impt., Series 2, G.O. Bond, 5.000%, 8/1/2043   1,000,000    1,038,072 
School Impt., Series 2020A, G.O. Bond, 5.000%, 8/1/2032   4,255,000    4,583,032 
School Impt., Series C, G.O. Bond, 5.000%, 2/1/2037   3,690,000    3,986,724 
Series R, G.O. Bond, 5.000%, 8/1/2027   2,000,000    2,094,629 
         13,843,754 
 
WISCONSIN - 8.2%
Appleton Area School District, G.O. Bond, 5.000%, 3/1/2033   1,260,000    1,349,403 
Cameron School District, School Impt., G.O. Bond, BAM, 5.000%, 4/1/2038   925,000    994,447 
Eau Claire Area School District, G.O. Bond, 5.000%, 4/1/2032   1,380,000    1,485,473 
Fond Du Lac, Public Impt., Series A, G.O. Bond, 5.000%, 3/1/2031   2,565,000    2,747,355 
Madison Metropolitan School District, School Impt., G.O. Bond, 5.000%, 3/1/2033   1,095,000    1,185,681 
Pierce County, Series A, G.O. Bond, 5.000%, 3/1/2036   1,540,000    1,660,975 
Union Grove Union High School District, School Impt., G.O. Bond, 5.000%, 3/1/2036   1,015,000    1,094,750 
West Bend Joint School District No. 1, School Impt., G.O. Bond, 5.000%, 4/1/2036   1,295,000    1,396,588 
West Salem School District, School Impt., G.O. Bond, BAM, 5.000%, 4/1/2039   1,590,000    1,694,268 

  

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

 

4 

 

Diversified Tax Exempt Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
MUNICIPAL BONDS (continued)
WISCONSIN (continued)          
Wisconsin, Series B, G.O. Bond, 5.000%, 5/1/2038   4,000,000   $4,367,503 
         17,976,443 
TOTAL MUNICIPAL BONDS
(Identified Cost $208,298,499)
        201,876,524 
           
EXCHANGE-TRADED FUND - 2.0%          
iShares National Muni Bond ETF          
(Identified Cost $4,937,332)   43,351    4,529,313 
           
U.S. TREASURY SECURITIES - 3.6%          
           
U.S. Treasury Notes - 3.6%          
U.S. Treasury Note          
2.625%, 1/31/2026   1,000,000    990,742 
4.25%, 1/31/2026   1,000,000    999,961 
4.00%, 1/15/2027   1,000,000    1,002,383 
1.50%, 1/31/2027   1,000,000    964,531 
2.25%, 2/15/2027   1,000,000    975,547 
4.125%, 2/15/2027   1,000,000    1,004,805 
4.25%, 1/15/2028   1,000,000    1,012,890 
3.50%, 1/31/2028   1,000,000    994,844 
           
Total U.S. Treasury Notes
(Identified Cost $7,875,506)
        7,945,703 
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $7,875,506)
        7,945,703 
           
SHORT-TERM INVESTMENT - 1.4%          
Dreyfus Government Cash Management, Institutional Shares, 4.21%2          
(Identified Cost $3,084,370)   3,084,370    3,084,370 
           

TOTAL INVESTMENTS - 99.5

(Identified Cost $226,347,355)

        219,589,818 
OTHER ASSETS, LESS LIABILITIES - 0.5%        1,069,195 
NET ASSETS - 100.0%       $220,659,013 

  

ETF - Exchange-Traded Fund 

G.O. Bond - General Obligation Bond 

Impt. - Improvement 

No. - Number

 

Scheduled principal and interest payments are guaranteed by: 

AGC (Assured Guaranty Corporation) 

AGM (Assurance Guaranty Municipal Corp.) 

BAM (Build America Mutual Assurance Co.) 

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

 

1Amount is stated in USD unless otherwise noted.

2Rate shown is the current yield as of June 30, 2025.

 

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

 

5 

 

 

Diversified Tax Exempt Series

 

Statement of Assets and Liabilities

June 30, 2025 (unaudited)

 

ASSETS:
 
Investments, at value (identified cost $226,347,355) (Note 2)  $219,589,818 
Interest receivable   2,742,077 
Receivable for fund shares sold   223,081 
Dividends receivable   16,265 
Prepaid expenses   5,423 
      
TOTAL ASSETS   222,576,664 
      
LIABILITIES:
 
Accrued fund accounting and administration fees1   22,359 
Accrued Chief Compliance Officer service fees1   1,648 
Directors’ fees payable1   546 
Accrued management fees1   225 
Payable for securities purchased   1,851,081 
Other payables and accrued expenses   41,792 
      
TOTAL LIABILITIES   1,917,651 
      
TOTAL NET ASSETS  $220,659,013 
      
NET ASSETS CONSIST OF:
 
Capital stock  $214,206 
Additional paid-in-capital   226,279,152 
Total distributable earnings (loss)   (5,834,345)
      
TOTAL NET ASSETS  $220,659,013 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($918,751/89,231 shares)
  $10.30 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W
($219,740,262/21,331,362 shares)
  $10.30 

 

1 See note 3 in Notes to the Financial Statements.

 

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

6

 

 

Diversified Tax Exempt Series

 

Statement of Operations

For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:

 

Interest  $2,719,598 
Dividends   143,184 
      
Total Investment Income   2,862,782 
      
EXPENSES:     
      
Management fees (Note 3)   379,764 
Fund accounting and administration fees (Note 3)   42,432 
Directors’ fees (Note 3)   13,898 
Chief Compliance Officer service fees (Note 3)   4,384 
Professional fees   31,900 
Custodian fees   3,325 
Miscellaneous   48,699 
      
Total Expenses   524,402 
Less reduction of expenses (Note 3)   (378,070) 
      
Net Expenses   146,332 
      
NET INVESTMENT INCOME   2,716,450 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:     
      
Net realized gain (loss) on investments   (450,958) 
      
Net change in unrealized appreciation (depreciation) on investments   (217,382) 
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   (668,340) 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $2,048,110 
      

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

7

 

 

Diversified Tax Exempt Series

 

Statements of Changes in Net Assets

  

   FOR THE   
   SIX MONTHS   
   ENDED  FOR THE
   6/30/25  YEAR ENDED
   (UNAUDITED)  12/31/24
INCREASE (DECREASE) IN NET ASSETS:          
           
OPERATIONS:          
           
Net investment income  $2,716,450   $5,588,232 
Net realized gain (loss) on investments   (450,958)   (587,546)
Net change in unrealized appreciation (depreciation) on investments   (217,382)   (3,012,946)
           
Net increase (decrease) from operations   2,048,110    1,987,740 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 9):          
           
Class A   (9,866)   (17,747)
Class W   (2,599,041)   (5,218,104)
           
Total distributions to shareholders   (2,608,907)   (5,235,851)
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   17,070,672    (41,646,937)
           
Net increase (decrease) in net assets   16,509,875    (44,895,048)
           
NET ASSETS:          
           
Beginning of period   204,149,138    249,044,186 
           
End of period  $220,659,013   $204,149,138 
           

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

8

 

 

Diversified Tax Exempt Series

 

Financial Highlights - Class A

  

    FOR THE     FOR THE YEAR ENDED  
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     12/31/20  
                   
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $10.33    $10.48    $10.24    $10.94    $11.58    $11.14 
                               
Income (loss) from investment operations:                              
Net investment income1   0.11    0.19    0.17    0.10    0.10    0.15 
Net realized and unrealized gain (loss) on investments   (0.03)   (0.16)   0.24    (0.74)   (0.08)   0.48 
                               
Total from investment operations   0.08    0.03    0.41    (0.64)   0.02    0.63 
Less distributions to shareholders:                              
From net investment income   (0.11)   (0.18)   (0.17)   (0.06)   (0.09)   (0.10)
From net realized gain on investments               (0.00)2   (0.57)   (0.09)
Total distributions to shareholders   (0.11)   (0.18)   (0.17)   (0.06)   (0.66)   (0.19)
Net asset value - End of period   $10.30    $10.33    $10.48    $10.24    $10.94    $11.58 
Net assets - End of period (000’s omitted)   $919    $917    $1,383    $2,162    $2,430    $2,324 
Total return3   0.77%   0.29%   4.10%   (5.83%)   0.16%   5.73%
                               
Ratios (to average net assets)/Supplemental Data:                              
Expenses   0.50%4   0.62%   0.62%   0.63%   0.67%   0.61%
Net investment income   2.24%4   1.88%   1.70%   1.00%   0.91%   1.35%
Series portfolio turnover   19%   11%   20%   10%   23%   41%

 

1Calculated based on average shares outstanding during the periods. 

2Less than $(0.01). 

3Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized. 

4Annualized.

 

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

9

 

 

Diversified Tax Exempt Series

 

Financial Highlights - Class W

   

    FOR THE     FOR THE YEAR ENDED  
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     12/31/20  
                   
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $10.33    $10.48    $10.24    $10.94    $11.59    $11.15 
Income (loss) from investment operations:                              
Net investment income1   0.13    0.25    0.23    0.16    0.16    0.21 
Net realized and unrealized gain (loss) on investments   (0.03)   (0.17)   0.24    (0.75)   (0.09)   0.48 
Total from investment operations   0.10    0.08    0.47    (0.59)   0.07    0.69 
Less distributions to shareholders:                              
From net investment income   (0.13)   (0.23)   (0.23)   (0.11)   (0.15)   (0.16)
From net realized gain on investments               (0.00)2   (0.57)   (0.09)
Total distributions to shareholders   (0.13)   (0.23)   (0.23)   (0.11)   (0.72)   (0.25)
                               
Net asset value - End of period   $10.30    $10.33    $10.48    $10.24    $10.94    $11.59 
Net assets - End of period (000’s omitted)   $219,740    $203,232    $247,661    $212,971    $115,940    $253,941 
Total return3   0.95%   0.80%   4.62%   (5.40%)   0.62%   6.23%
                               
Ratios (to average net assets)/ Supplemental Data:                              
Expenses*   0.14%4   0.12%   0.12%   0.13%   0.17%   0.11%
Net investment income   2.60%4   2.38%   2.21%   1.53%   1.42%   1.79%
Series portfolio turnover   19%   11%   20%   10%   23%   41%

 

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

    0.36%4   0.50%   0.50%   0.50%   0.50%   0.50%  

 

1Calculated based on average shares outstanding during the periods. 

2Less than $(0.01). 

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

4Annualized.

 

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

10

 

 

Diversified Tax Exempt Series

 

Notes to Financial Statements 

(unaudited)

 

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

 

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated as Diversified Tax Exempt Series Class A common stock and 50 million have been designated as Diversified Tax Exempt Series Class W common stock.

 

Class W shares represent fiduciary accounts where the Advisor has sole investment discretion.

 

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 

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”).

 

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. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value 

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often

  

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Diversified Tax Exempt Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued) 

involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 in valuing the Series’ assets or liabilities carried at fair value: 

 

DESCRIPTION  TOTAL   LEVEL 1   LEVEL 2   LEVEL 3 
Assets:                
Debt securities:                    
Municipal Bonds  $201,876,524   $   $201,876,524   $ 
U.S. Treasury and other U.S. Government agencies   7,945,703        7,945,703     
Commercial mortgage-backed securities   2,153,908        2,153,908     
Exchange-traded fund   4,529,313    4,529,313         
Short-Term Investment   3,084,370    3,084,370         
Total assets  $219,589,818   $7,613,683   $211,976,135   $ 

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement 

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series’ financial statements.

 

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 

 

12

 

 

Diversified Tax Exempt Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Transactions, Investment Income and Expenses (continued) 

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

 

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

 

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

 

Federal Taxes 

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

 

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of 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 June 30, 2025, 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, 2021 through December 31, 2024. 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 monthly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date.

 

Indemnifications 

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

 

Other 

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

 

3.Transactions with Affiliates and Other Agreements

 

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.30% of the Series’ average daily net assets for investment advisory services. This rate was reduced from 0.50% to 0.30% effective March 1, 2025.

  

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Diversified Tax Exempt Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

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

 

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, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Fund’s expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.60% of the average daily net assets of the Class A shares and 0.30% of the average daily net assets of the Class W shares. Concurrent with the management fee reduction on March 1, 2025, the contractual expense limit on Class A was reduced from 0.85% to 0.60% and from 0.35% to 0.30% on Class W. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers (other than Class W management fee waivers) or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

 

Pursuant to the advisory fee waiver, the Advisor waived $378,070 in management fees for Class W shares for the six months ended June 30, 2025. This amount is included as a reduction of expenses on the Statement of Operations.

 

As of June 30, 2025, there are no expenses eligible to be recouped by the Advisor.

 

Diversified Tax Exempt Series was reimbursed $1,677 by the Advisor, related to an operational error that occurred during the six-month period ended June 30, 2025.

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series’ financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur

  

14

 

 

Diversified Tax Exempt Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

4.Segment Reporting (continued)

 

expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series’ long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series’ financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $49,085,919 and $38,558,666, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $7,839,258 and $17,126, respectively.

 

6.Capital Stock Transactions

 

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

  

CLASS A  FOR THE SIX MONTHS ENDED 6/30/25   FOR THE YEAR ENDED 12/31/24 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   10,054   $104,506    803   $8,336 
Reinvested   959    9,866    1,687    17,523 
Repurchased   (10,598)   (107,772)   (45,649)   (474,040)
Total   415   $6,600    (43,159)  $(448,181)

  

CLASS W  FOR THE SIX MONTHS ENDED 6/30/25   FOR THE YEAR ENDED 12/31/24 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   2,535,663   $26,039,258    2,636,681   $27,264,067 
Reinvested   250,493    2,579,474    497,961    5,172,478 
Repurchased   (1,122,611)   (11,554,660)   (7,087,970)   (73,635,301)
Total   1,663,545   $17,064,072    (3,953,328)  $(41,198,756)

 

Over 99% of the shares outstanding (representing Class W) are fiduciary accounts where the Advisor has sole investment discretion.

 

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

8.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

 

15

 

 

Diversified Tax Exempt Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

8.Financial Instruments (continued)

 

market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of June 30, 2025.

 

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

 

The final determination of the tax character of current year distributions will be made at the conclusions of the fiscal year. The tax character of distributions paid for the year ended December 31, 2024 were as follows:

 

Ordinary income $609,581
Tax exempt income 4,626,270

 

At June 30, 2025, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

 

Cost for federal income tax purposes  $226,347,355 
Unrealized appreciation   366,129 
Unrealized depreciation   (7,123,666)
Net unrealized depreciation  $(6,757,537)

 

As of December 31, 2024, the Series had net short-term capital loss carryforwards of $225,907 and net long-term capital loss carryforwards of $965,737, which may be carried forward indefinitely.

 

10.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

  

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Diversified Tax Exempt Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

  

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Diversified Tax Exempt Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

  

18

 

 

Diversified Tax Exempt Series

 

Renewal of Investment Advisory Agreement 

(unaudited)

 

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

  

19

 

 

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
On Manning & Napier’s web site www.manning-napier.com

  

Quarterly Portfolio Holdings

 

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

 

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

  

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com

1.Fund Holdings - Month-End

2.Fund Holdings - Quarter-End

3.Shareholder Report - Annual

4.Shareholder Report - Semi-Annual

5.Financial Statement and Other Information - Annual

6.Financial Statement and Other Information - 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.

 

MNDTE-06/25-SAR

 

20

 

 

 

  www.manning-napier.com
   
Manning & Napier Fund, Inc.
   
High Yield Bond Series  

 

 

 

 

High Yield Bond Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
LOAN ASSIGNMENTS - 1.3%
 
WestJet Loyalty LP, Initial Term Loan (Canada) (3 mo. U.S. Secured Overnight Financing Rate + 3.250%), 7.546%, 2/14/20312  
(Identified Cost $17,881,679)   17,925,625   $17,916,662 
 
CORPORATE BONDS - 94.8%
 
Non-Convertible Corporate Bonds- 94.8%
Communication Services - 10.7%
Diversified Telecommunication Services - 2.5%
IHS Holding Ltd. (Nigeria), 6.25%, 11/29/20283   21,640,000    21,055,429 
Vmed O2 UK Financing I plc (United Kingdom), 4.75%, 7/15/20313   13,955,000    12,906,376 
         33,961,805 
 
Interactive Media & Services - 0.9%
Ziff Davis, Inc., 4.625%, 10/15/20303   13,235,000    12,356,939 
 
Media - 6.1%
Cable One, Inc., 4.00%, 11/15/20303   27,740,000    21,829,714 
Directv Financing LLC - Directv Financing Co-Obligor, Inc., 10.00%, 2/15/20313   18,055,000    17,509,242 
Gray Media, Inc., 10.50%, 7/15/20293   8,170,000    8,771,624 
Nexstar Media, Inc., 4.75%, 11/1/20283   10,052,000    9,772,803 
Sirius X.M. Radio LLC, 3.875%, 9/1/20313   18,495,000    16,439,495 
TEGNA, Inc., 4.625%, 3/15/2028   10,575,000    10,282,364 
         84,605,242 
Wireless Telecommunication Services - 1.2%
Millicom International Cellular S.A. (Guatemala), 4.50%, 4/27/20313   18,345,000    16,739,888 
Total Communication Services        147,663,874 
 
Consumer Discretionary - 9.3%
Auto Components - 1.8%
Forvia SE (France), 8.00%, 6/15/20303   12,375,000    12,660,380 
Garrett Motion Holdings, Inc. - Garrett LX I S.A.R.L, 7.75%, 5/31/20323   12,070,000    12,568,525 
         25,228,905 
Hotels, Restaurants & Leisure - 3.2%
Affinity Interactive, 6.875%, 12/15/20273   28,295,000    17,351,799 
Carnival Corp., 5.875%, 6/15/20313   13,540,000    13,791,407 
SP Cruises Intermediate Ltd. (Bermuda), 11.50%, 3/14/20303   14,000,000    13,108,220 
         44,251,426 
Household Durables - 3.0%
Adams Homes, Inc., 9.25%, 10/15/20283   19,680,000    20,384,567 
LGI Homes, Inc., 4.00%, 7/15/20293   23,178,000    20,725,444 
         41,110,011 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail - 1.3%
Staples, Inc., 10.75%, 9/1/20293   18,630,000   $17,698,714 
Total Consumer Discretionary        128,289,056 
 
Consumer Staples - 2.9%
Consumer Staples Distribution & Retail - 1.3%
C&S Group Enterprises LLC, 5.00%, 12/15/20283   20,030,000    18,076,174 
 
Food Products - 1.6%
Minerva Luxembourg S.A. (Brazil), 4.375%, 3/18/20313   25,105,000    22,375,663 
Total Consumer Staples        40,451,837 
 
Energy - 8.6%
Energy Equipment & Services - 1.1%
Borr IHC Ltd. - Borr Finance LLC (Mexico), 10.00%, 11/15/20283   16,995,646    15,350,935 
 
Metals & Mining - 0.4%
SunCoke Energy, Inc., 4.875%, 6/30/20293   5,436,000    5,061,385 
 
Oil, Gas & Consumable Fuels - 7.1%
Brooge Petroleum and Gas Investment Co. FZE (United Arab Emirates), 8.50%, 9/24/2025 (Acquired 09/10/2020-09/15/2023, cost $9,651,593)4   10,763,493    9,364,239 
Martin Midstream Partners LP - Martin Midstream Finance Corp., 11.50%, 2/15/20283   12,630,000    13,345,277 
New Fortress Energy, Inc., 8.75%, 3/15/20293   19,325,000    5,761,473 
NGL Energy Operating LLC - NGL Energy Finance Corp., 8.375%, 2/15/20323   20,900,000    20,919,278 
Polaris Renewable Energy, Inc. (Canada), 9.50%, 12/3/2029   2,750,000    2,842,471 
Summit Midstream Holdings LLC, 8.625%, 10/31/20293   18,675,000    19,055,897 
Venture Global LNG, Inc., 9.50%, 2/1/20293   24,555,000    26,751,181 
         98,039,816 
Total Energy        118,452,136 
 
Financials - 25.4%
Banks - 0.9%
Popular, Inc. (Puerto Rico), 7.25%, 3/13/2028   11,420,000    12,136,401 
 
Capital Markets - 5.8%
BGC Group, Inc., 6.60%, 6/10/2029   26,035,000    26,968,303 

 

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

 

1 

 

 

High Yield Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance Corporation, 3.875%, 2/15/20263   9,623,000   $9,469,040 
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 9.00%, 6/15/2030   21,820,000    20,455,564 
Jane Street Group - JSG Finance, Inc., 6.75%, 5/1/20333   11,325,000    11,672,482 
StoneX Escrow Issuer LLC, 6.875%, 7/15/20323   5,240,000    5,292,357 
StoneX Group, Inc., 7.875%, 3/1/20313   1,625,000    1,703,601 
VFH Parent LLC - Valor Co-Issuer, Inc., 7.50%, 6/15/20313   4,748,000    4,982,072 
         80,543,419 
Consumer Finance - 7.3%
Encore Capital Group, Inc., 9.25%, 4/1/20293   12,910,000    13,736,483 
Jefferson Capital Holdings LLC, 8.25%, 5/15/20303   19,380,000    20,073,162 
Navient Corp., 7.875%, 6/15/2032   19,910,000    20,806,284 
PRA Group, Inc., 8.875%, 1/31/20303   22,035,000    22,909,618 
SLM Corp., 6.50%, 1/31/2030   22,390,000    23,457,068 
         100,982,615 
Financial Services - 5.3%
Oxford Finance LLC - Oxford Finance Co-Issuer II, Inc., 6.375%, 2/1/20273   17,190,000    17,287,281 
PHH Escrow Issuer LLC - PHH Corp., 9.875%, 11/1/20293   15,940,000    15,948,624 
Provident Funding Associates LP - PFG Finance Corp., 9.75%, 9/15/20293   14,920,000    15,681,079 
UWM Holdings LLC, 6.625%, 2/1/20303   16,450,000    16,476,690 
Velocity Portfolio Group, Inc., 9.75%, 3/1/2033 (Acquired 02/07/2025, cost $7,000,000)4   7,000,000    7,608,803 
         73,002,477 
Insurance - 4.9%
APH Somerset Investor 2 LLC - APH2 Somerset Investor 2 LLC - APH3 Somerset Investor, 7.875%, 11/1/20293   26,565,000    27,160,183 
F&G Annuities & Life, Inc., 6.50%, 6/4/2029   19,055,000    19,670,052 
SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029   19,525,000    20,532,689 
         67,362,924 
Mortgage Real Estate Investment Trusts (REITS) - 1.2%
Starwood Property Trust, Inc., 7.25%, 4/1/20293   16,340,000    17,172,478 
Total Financials        351,200,314 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Health Care - 9.4%
Health Care Equipment & Supplies - 0.8%
Teleflex, Inc., 4.25%, 6/1/20283   10,970,000   $10,709,795 
 
Health Care Providers & Services - 5.6%
AdaptHealth LLC, 4.625%, 8/1/20293   20,175,000    19,019,566 
Owens & Minor, Inc., 6.625%, 4/1/20303   31,151,000    29,241,543 
Prime Healthcare Services, Inc., 9.375%, 9/1/20293   19,985,000    19,709,416 
Radiology Partners, Inc., 8.50%, 7/15/20323   9,155,000    9,182,396 
         77,152,921 
Life Science Tools & Service - 1.5%
Star Parent, Inc., 9.00%, 10/1/20303   19,750,000    20,800,537 
 
Pharmaceuticals - 1.5%
Organon & Co. - Organon Foreign Debt Co-Issuer B.V., 5.125%, 4/30/20313   24,875,000    21,640,636 
Total Health Care        130,303,889 
 
Industrials - 13.6%
Commercial Services & Supplies - 3.8%
CoreCivic, Inc., 4.75%, 10/15/2027   12,921,000    12,679,865 
Matthews International Corp., 8.625%, 10/1/20273   15,350,000    15,969,983 
Prime Security Services Borrower LLC - Prime Finance, Inc., 3.375%, 8/31/20273   13,288,000    12,852,544 
The GEO Group, Inc., 8.625%, 4/15/2029   10,830,000    11,465,255 
         52,967,647 
Construction & Engineering - 0.6%
Moreld AS (Norway), 9.875%, 2/11/2030   8,600,000    8,497,450 
 
Electrical Equipment - 1.2%
Atkore, Inc., 4.25%, 6/1/20313   18,320,000    16,925,770 
 
Ground Transportation - 1.4%
Beacon Mobility Corp., 7.25%, 8/1/20303   19,235,000    19,632,850 
 
Machinery - 0.7%
Mueller Water Products, Inc., 4.00%, 6/15/20293   9,402,000    9,014,969 
 
Marine Transportation - 1.6%
Contships Logistics Corp. (Greece), 9.00%, 2/11/2030   14,750,000    14,170,802 
Navios South American Logistics, Inc. (Uruguay), 8.875%, 7/14/20303   7,000,000    7,508,794 
         21,679,596 
Passenger Airlines - 4.0%
Alaska Airlines Pass-Through Trust, Series 2020-1, Class B, 8.00%, 8/15/20253   799,753    802,404 
American Airlines, Inc. - AAdvantage Loyalty IP Ltd., 5.75%, 4/20/20293   20,330,000    20,377,548 

 

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

 

2 

 

 

High Yield Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Passenger Airlines (continued)
United Airlines Pass-Through Trust,
Series 2018-1, Class B, 4.60%, 3/1/2026   9,649,957   $9,440,352 
Series 2019-2, Class B, 3.50%, 5/1/2028   3,571,944    3,361,461 
VistaJet Malta Finance plc - Vista Management Holding, Inc. (Switzerland), 9.50%, 6/1/20283   19,982,000    20,523,702 
         54,505,467 
Trading Companies & Distributors - 0.3%
Airborne Capital USA LLC, 10.50%, 8/2/2029   5,000,000    4,338,953 
Total Industrials        187,562,702 
 
Information Technology - 2.9%
Communications Equipment - 1.2%
Connect Finco S.A.R.L - Connect U.S. Finco LLC (United Kingdom), 9.00%, 9/15/20293   16,535,000    16,646,133 
 
Software - 1.7%
Dye & Durham Ltd. (Canada), 8.625%, 4/15/20293   11,185,000    11,707,241 
RingCentral, Inc., 8.50%, 8/15/20303   10,570,000    11,303,995 
         23,011,236 
Total Information Technology        39,657,369 
 
Materials - 7.2%
Chemicals - 1.3%
Cerdia Finanz GmbH (Germany), 9.375%, 10/3/20313   16,640,000    17,259,867 
           
Containers & Packaging - 1.5%
OI European Group B.V., 4.75%, 2/15/20303   22,185,000    21,221,626 
 
Metals & Mining - 3.2%
ACG Holdco 1 Ltd. (United Kingdom), 14.75%, 1/13/2029   16,000,000    16,593,369 
Endeavour Mining plc (Côte d'Ivoire), 7.00%, 5/28/20303   20,540,000    20,693,764 
Northwest Acquisitions ULC - Dominion Finco, Inc., 7.125%, 11/1/2022 (Acquired 10/10/2017-05/15/2020, cost $1,518,841)4,5   6,535,000    65 
Pembroke Olive Downs Pty Ltd. (Australia), 11.50%, 2/18/2030   7,415,000    7,230,550 
         44,517,748 
Paper & Forest Products - 1.2%
Magnera Corp., 7.25%, 11/15/20313   17,210,000    16,196,830 
Total Materials        99,196,071 
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Real Estate - 0.7%
Industrial REITs - 0.4%
IIP Operating Partnership LP, 5.50%, 5/25/2026   5,455,000   $5,319,349 
 
Specialized REITs - 0.3%
Pelorus Fund REIT LLC, 7.00%, 9/30/2026 (Acquired 09/21/2021- 07/08/2022, cost $4,114,250)4   4,355,000    4,352,163 
Total Real Estate        9,671,512 
 
Utilities - 4.1%
Electric Utilities - 2.2%
Alexander Funding Trust II, 7.467%, 7/31/20283   12,540,000    13,409,874 
Atlantica Sustainable Infrastructure Ltd. (Spain), 4.125%, 6/15/20283   17,826,000    17,071,755 
         30,481,629 
Independent Power and Renewable Electricity Producers - 1.9%
Palomino Funding Trust I, 7.233%, 5/17/20283   3,738,000    3,960,383 
TerraForm Power Operating LLC, 4.75%, 1/15/20303   22,487,000    21,527,946 
         25,488,329 
Total Utilities        55,969,958 
           
TOTAL CORPORATE BONDS
(Identified Cost $1,315,002,370)
        1,308,418,718 
 
ASSET-BACKED SECURITIES - 0.2%
 
Oxford Finance Funding Trust, Series 2023-1A, Class A2, 6.716%, 2/15/20313  
(Identified Cost $3,449,779)   3,449,779    3,461,149 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.2%
 
PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 10.325%, 7/25/2029 (Acquired 07/24/2023, cost $2,399,178)2,4  
(Identified Cost $2,399,178)   2,399,178    2,398,905 

 

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

 

3 

 

 

High Yield Bond Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
SHORT-TERM INVESTMENT - 3.4%
 
Dreyfus Government Cash Management, Institutional Shares, 4.21%6  
(Identified Cost $47,325,924)   47,325,924   $47,325,924 
 
TOTAL INVESTMENTS - 99.9%
(Identified Cost $1,386,058,930)
        1,379,521,358 
OTHER ASSETS, LESS LIABILITIES - 0.1%        1,024,304 
NET ASSETS - 100%       $1,380,545,662 

 

REIT - Real Estate Investment Trust

 

1Amount is stated in USD unless otherwise noted. 

2Floating rate security. Rate shown is the rate in effect as of June 30, 2025. 

3Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2025 was $1,040,305,995, which represented 75.4% of the Series’ Net Assets. 

4Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2025 was $23,724,175, or 1.7% of the Series’ Net Assets. 

5Issuer filed for bankruptcy and/or is in default of interest payments. 

6Rate shown is the current yield as of June 30, 2025.

 

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

 

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

 

4 

 

 

High Yield Bond Series

 

Statement of Assets and Liabilities

June 30, 2025 (unaudited)

 

ASSETS:   
    
Investments, at value (identified cost $1,386,058,930) (Note 2)  $1,379,521,358 
Cash   13,613 
Interest receivable   23,375,499 
Receivable for securities sold   15,723,465 
Receivable for fund shares sold   2,135,749 
Dividends receivable   112,136 
      
TOTAL ASSETS   1,420,881,820 
      
LIABILITIES:     
      
Accrued management fees1    448,199 
Accrued sub-transfer agent fees1   356,970 
Accrued distribution and service (Rule 12b-1) fees (Class S)1   41,644 
Accrued fund accounting and administration fees1   15,774 
Accrued Chief Compliance Officer service fees1   1,648 
Directors’ fees payable1     1,592 
Payable for securities purchased   37,580,061 
Payable for fund shares repurchased   1,796,054 
Other payables and accrued expenses   94,216 
      
TOTAL LIABILITIES   40,336,158 
      
Commitments and contingent liabilities1     
      
TOTAL NET ASSETS  $1,380,545,662 
      
NET ASSETS CONSIST OF:     
      
Capital stock  $1,420,787 
Additional paid-in-capital   1,396,082,638 
Total distributable earnings (loss)   (16,957,763)
      
TOTAL NET ASSETS  $1,380,545,662 
      

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S

($203,373,828/20,832,505 shares)

  $9.76 
      

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I

($1,051,012,221/108,250,026 shares)

  $9.71 
      

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W

($11,230,837/1,158,021 shares)

  $9.70 
      

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z

($114,928,776/11,838,144 shares)

  $9.71 

 

1 See note 3 in Notes to the Financial Statements.

 

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

5 

 

High Yield Bond Series

 

Statement of Operations

For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:   
    
Interest  $54,579,825 
Dividends   1,109,401 
      
Total Investment Income   55,689,226 
      
EXPENSES:     
      
Management fees (Note 3)   2,726,232 
Sub-transfer agent fees (Note 3)   809,015 
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)   268,021 
Directors’ fees (Note 3)   87,957 
Fund accounting and administration fees (Note 3)   75,166 
Chief Compliance Officer service fees (Note 3)   4,384 
Custodian fees   18,069 
Recoupment of past waived and/or reimbursed fees (Note 3)   26,584 
Miscellaneous   257,251 
      
Total Expenses   4,272,679 
Less reduction of expenses (Note 3)   (10,854)
      
Net Expenses   4,261,825 
      
NET INVESTMENT INCOME   51,427,401 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:     
      
Net realized gain (loss) on investments   (6,092,262)
      
Net change in unrealized appreciation (depreciation) on investments   (9,157,480)
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   (15,249,742)
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $36,177,659 

 

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

 

6 

 

High Yield Bond Series

  

Statements of Changes in Net Assets

 

   FOR THE  
SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  FOR THE
YEAR ENDED
12/31/24
       
INCREASE (DECREASE) IN NET ASSETS:      
       
OPERATIONS:      
       
Net investment income  $51,427,401   $72,427,958 
Net realized gain (loss) on investments   (6,092,262)   11,630,247 
Net change in unrealized appreciation (depreciation) on investments   (9,157,480)   379,335 
           
Net increase (decrease) from operations   36,177,659    84,437,540 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 10):          
           
Class S   (7,453,515)   (10,416,597)
Class I   (38,498,138)   (53,507,570)
Class W   (261,648)   (4,208,821)
Class Z   (3,252,213)   (4,484,288)
           
Total distributions to shareholders   (49,465,514)   (72,617,276)
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   26,777,819    821,383,160 
           
Net increase (decrease) in net assets   13,489,964    833,203,424 
           
NET ASSETS:          
           
Beginning of period   1,367,055,698    533,852,274 
           
End of period  $1,380,545,662   $1,367,055,698 

 

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

 

7 

 

 

High Yield Bond Series

 

Financial Highlights - Class S

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
                   
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.83   $9.56   $9.04   $10.37   $10.19   $10.10 
Income (loss) from investment operations:                        
Net investment income1  0.35   0.72   0.71   0.60   0.53   0.57 
Net realized and unrealized gain (loss) on investments  (0.08)  0.18   0.45   (1.40)  0.47   0.03 
Total from investment operations  0.27   0.90   1.16   (0.80)  1.00   0.60 
Less distributions to shareholders:                        
From net investment income  (0.34)  (0.63)  (0.60)  (0.51)  (0.47)  (0.51)
From net realized gain on investments           (0.02)  (0.35)   
From return of capital        (0.04)         
Total distributions to shareholders  (0.34)  (0.63)  (0.64)  (0.53)  (0.82)  (0.51)
                         
Net asset value - End of period  $9.76   $9.83   $9.56   $9.04   $10.37   $10.19 
Net assets - End of period (000’s omitted)  $203,374   $233,408   $73,871   $47,499   $47,108   $10,197 
Total return2  2.79%  9.64%  13.31%  (7.69%)  9.99%  6.28%
                         
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.90%3,4  0.90%5  0.90%  0.90%  0.90%  0.90%
Net investment income  7.27%3  7.32%  7.73%  6.23%  5.02%  5.91%
Series portfolio turnover  52%  96%  94%  93%  128%  208%

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

 

   N/A   N/A   0.06%   0.07%   0.05%   0.13% 

 

1Calculated based on average shares outstanding during the periods.

2Represents 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.

3Annualized.

4Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.88%.

5Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.87%.

 

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

 

8 

 

High Yield Bond Series

 

Financial Highlights - Class I1

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
                   
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.78   $9.60   $9.23   $10.73   $10.71   $10.72 
Income (loss) from investment operations:                        
Net investment income2  0.37   0.74   0.75   0.67   0.58   0.63 
Net realized and unrealized gain (loss) on investments  (0.09)  0.18   0.44   (1.48)  0.49   0.03 
Total from investment operations  0.28   0.92   1.19   (0.81)  1.07   0.66 
Less distributions to shareholders:                        
From net investment income  (0.35)  (0.74)  (0.77)  (0.67)  (0.62)  (0.67)
From net realized gain on investments           (0.02)  (0.43)   
From return of capital        (0.05)         
Total distributions to shareholders  (0.35)  (0.74)  (0.82)  (0.69)  (1.05)  (0.67)
                         
Net asset value - End of period  $9.71   $9.78   $9.60   $9.23   $10.73   $10.71 
                         
Net assets - End of period (000’s omitted)  $1,051,012   $1,043,047   $352,946   $210,242   $67,760   $22,477 
Total return3  2.95%  9.95%  13.63%  (7.50%)  10.27%  6.60%
                         
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.59%4  0.61%5  0.65%  0.65%  0.65%  0.65%
Net investment income  7.59%4  7.62%  7.99%  6.82%  5.28%  6.17%
Series portfolio turnover  52%  96%   94%  93%  128%  208%

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

 

   N/A   N/A   0.04%   0.04%   0.02%   0.10% 

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

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.

5Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.59%.

 

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

 

9 

 

High Yield Bond Series

 

Financial Highlights - Class W

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
                   

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

           
Net asset value - Beginning of period  $9.77   $9.54   $9.03   $10.36   $10.17   $10.08 
Income (loss) from investment operations:                        
Net investment income1  0.38   0.81   0.78   0.66   0.63   0.64 
Net realized and unrealized gain (loss) on investments  (0.08)  0.17   0.44   (1.38)  0.46   0.03 
Total from investment operations  0.30   0.98   1.22   (0.72)  1.09   0.67 
Less distributions to shareholders:                        
From net investment income  (0.37)  (0.75)  (0.66)  (0.59)  (0.55)  (0.58)
From net realized gain on investments           (0.02)  (0.35)   
From return of capital        (0.05)         
Total distributions to shareholders  (0.37)  (0.75)  (0.71)  (0.61)  (0.90)  (0.58)
                         
Net asset value - End of period  $9.70   $9.77   $9.54   $9.03   $10.36   $10.17 
                         
Net assets - End of period (000’s omitted)  $11,231   $1,564   $77,661   $74,810   $137,215   $119,895 
Total return2  3.19%  10.62%  14.11%  (6.92%)  10.89%  7.11%
                         
Ratios (to average net assets)/Supplemental Data:                        
Expenses*  0.10%3  0.10%  0.10%  0.10%  0.10%  0.10%
Net investment income  8.03%3  8.42%  8.50%  6.84%  5.92%  6.76%
Series portfolio turnover  52%  96%  94%  93%  128%  208%

 

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

 

   0.40%3,4  0.40%5  0.47%   0.46%   0.47%   0.54% 

 

1Calculated based on average shares outstanding during the periods.

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

3Annualized.

4Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.37%.

5Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.38%.

 

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

 

10 

 

High Yield Bond Series

 

Financial Highlights - Class Z1

 

   FOR THE  FOR THE YEAR ENDED
   SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
  12/31/24  12/31/23  12/31/22  12/31/21  12/31/20
                   
Per share data (for a share outstanding throughout each period):           
Net asset value - Beginning of period  $9.78   $9.60   $9.23   $10.73   $10.69   $10.72 
Income (loss) from investment operations:                        
Net investment income2  0.37   0.75   0.77   0.63   0.60   0.64 
Net realized and unrealized gain (loss) on investments  (0.08)  0.18   0.43   (1.43)  0.50   0.01 
Total from investment operations  0.29   0.93   1.20   (0.80)  1.10   0.65 
Less distributions to shareholders:                        
From net investment income  (0.36)  (0.75)  (0.78)  (0.68)  (0.63)  (0.68)
From net realized gain on investments           (0.02)  (0.43)   
From return of capital        (0.05)         
Total distributions to shareholders  (0.36)  (0.75)  (0.83)  (0.70)  (1.06)  (0.68)
                         
Net asset value - End of period  $9.71   $9.78   $9.60   $9.23   $10.73   $10.69 
                         
Net assets - End of period (000’s omitted)  $114,929   $89,037   $29,374   $3,148   $9,813   $1,931 
Total return3  3.01%  10.01%  13.77%  (7.39%)  10.48%  6.59%
                         
                         
Ratios (to average net assets)/ Supplemental Data:                        
Expenses*  0.47%4  0.50%5  0.50%  0.50%  0.50%  0.50%
Net investment income  7.68%4  7.70%  8.23%  6.38%  5.41%  6.32%
Series portfolio turnover  52%  96%  94%  93%  128%  208%

 

*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

 

   N/A   N/A   0.06%   0.06%   0.07%   0.14% 

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

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.

5Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.48%.

 

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

 

11 

 

 

High Yield Bond Series

 

Notes to Financial Statements

(unaudited)

 

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 Series is authorized to issue four classes of shares (Class S, I, W, and Z). Each class of shares is substantially the same, except that class specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate. Effective as of the close of business on November 4, 2024 (the “Closing Date”), the Series and its share classes were closed to most new investments because the Advisor believes that the Series’ investment strategy may be adversely affected if the size of the Series is not limited. The Series is now offered on a limited basis to the Series’ shareholders of record as of the Closing Date and subject to the exceptions outlined in the Series’ prospectus. Please refer to the Series’ prospectus for additional information.

 

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 June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 225 million have been designated as High Yield Bond Series Class I common stock, 100 million have been designated to High Yield Bond Series Class Z Common Stock, 125 million have been designated as High Yield Bond Series Class S common stock and 50 million have been designated as High Yield Bond Series Class W common stock.

 

Class W shares represent fiduciary accounts where the Advisor has sole investment discretion.

 

On September 6, 2024, a Reverse Stock Split, approved by the Fund’s Board of Directors, was executed for Classes I and Z of the Series after the close of trading. Shareholders who owned Classes I and Z shares of the Series received a proportional number of Classes I and Z shares of the Series. All share and per share amounts and disclosures in the financial statements and footnotes reflect the reverse stock split. Following the Reverse Stock Split, the total dollar value of a shareholder’s investment in the Series remained unchanged and each shareholder owned the same percentage (by value) of the Series as the shareholder did immediately prior to the Reverse Stock Split.

 

Reverse Stock Split Ratios for the impacted Classes are as follows:

 

CLASS

REVERSE

STOCK SPLIT

RATIO

(old to new)

Class I 1 : 0.805208
Class Z 1 : 0.806250

 

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

 

12

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Valuation (continued)

by the Fund’s pricing service. Securities listed on the NASDAQ Stock Market are valued in accordance with the NASDAQ Official Closing Price.

 

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds, 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.

 

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. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in

 

13

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued)

a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 in valuing the Series’ assets or liabilities carried at fair value:

 

DESCRIPTION  TOTAL   LEVEL 1   LEVEL 2   LEVEL 3 
Assets:                
Debt securities:                    
Loan Assignments  $17,916,662   $   $17,916,662   $ 
Corporate debt:                    
Communication Services   147,663,874        147,663,874     
Consumer Discretionary   128,289,056        128,289,056     
Consumer Staples   40,451,837        40,451,837     
Energy   118,452,136        118,452,136     
Financials   351,200,314        351,200,314     
Health Care   130,303,889        130,303,889     
Industrials   187,562,702        187,562,702     
Information Technology   39,657,369        39,657,369     
Materials   99,196,071        99,196,071     
Real Estate   9,671,512        9,671,512     
Utilities   55,969,958        55,969,958     
Asset-backed securities   3,461,149        3,461,149     
Commercial mortgage-backed securities   2,398,905        2,398,905     
Short-Term Investment   47,325,924    47,325,924         
Total assets  $1,379,521,358   $47,325,924   $1,332,195,434   $ 

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series’ financial statements.

 

14

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

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 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

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 June 30, 2025.

 

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 June 30, 2025.

 

Asset-Backed Securities

The Series may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets

 

15

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Asset-Backed Securities (continued)

and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e. loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the Series has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

 

Mortgage-Backed Securities

The Series may invest in mortgage-backed securities (“MBS” or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle the Series to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

 

Restricted Securities

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

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 June 30, 2025, 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, 2021 through December 31, 2024. 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.

 

16

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Foreign Taxes

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

 

Distributions of Income and Gains 

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

 

Indemnifications

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

 

Other 

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

 

3.Transactions with Affiliates and Other Agreements

 

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

 

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

 

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an annual amount not to exceed 0.15% of the average daily net assets of the Class I and Class S shares of the Series. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund. For the six months ended June 30, 2025, the sub-transfer agency expenses incurred by Class S and Class I were $172,822 and $636,192, respectively.

 

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

 

17

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

Pursuant to a master services agreement, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

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

 

Pursuant to the advisory fee waiver, the Advisor waived $10,854 in management fees for Class W For the six months ended June 30, 2025. In addition, pursuant to the separate expense limitation agreement, the Advisor did not waive or reimburse expenses for Class S, Class I, Class W, and Class Z, respectively, for the six months ended June 30, 2025.

 

For the six months ended June 30, 2025, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:

 

CLASS 

RECOUPED

AMOUNT 

 
Class S  $25,707 
Class W   877 

 

As of June 30, 2025, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

 

CLASS EXPIRING DECEMBER 31,          
  2025  2026  2027  2028  TOTAL 
Class S $  $1,282  $  $  $1,282 
Class W  64,762   50,476         115,238 

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series’ financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information

 

18

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

4.Segment Reporting (continued)

 

available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series’ long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series’ financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $692,189,129 and $682,084,336, respectively. There were no purchases or sales of U.S. Government securities.

 

6.Capital Stock Transactions

 

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

 

CLASS S 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   4,112,363   $40,346,873    22,119,636   $216,724,934 
Reinvested   709,045    6,920,442    973,501    9,548,144 
Repurchased   (7,726,121)   (75,135,386)   (7,082,554)   (69,253,349)
Total   (2,904,713)  $(27,868,071)   16,010,583   $157,019,729 

 

CLASS I 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES1   AMOUNT 
Sold   27,148,168   $265,001,987    88,675,345   $866,567,140 
Reinvested   3,854,701    37,404,723    5,394,973    52,616,454 
Repurchased   (29,405,949)   (283,621,000)   (24,185,966)   (236,341,822)
Total   1,596,920   $18,785,710    69,884,352   $682,841,772 

 

CLASS W 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   1,075,844   $10,356,153    10,818,993   $103,251,917 
Reinvested   27,220    261,648    429,647    4,132,052 
Repurchased   (105,243)   (1,012,510)   (19,225,002)   (186,044,049)
Total   997,821   $9,605,291    (7,976,362)  $(78,660,080)

 

CLASS Z 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES1   AMOUNT 
Sold   9,087,204   $87,001,361    14,559,950   $141,776,983 
Reinvested   133,642    1,297,109    195,935    1,909,293 
Repurchased   (6,485,702)   (62,043,581)   (8,713,063)   (83,504,537)
Total   2,735,144   $26,254,889    6,042,822   $60,181,739 

 

19

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

6.Capital Stock Transactions (continued)

 

1Share amounts have been adjusted for a reverse stock split effective after the close of business on September 6, 2024. See Note 1 of the Notes to Financial Statements.

 

Less than 1% of the shares oustanding (representing Class W) are fiduciary accounts where the Advisor has sole investment discretion.

 

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

8.Financial Instruments

 

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of June 30, 2025.

 

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were liquid when purchased may become illiquid.

 

9.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.

 

10.Federal Income Tax Information

 

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

 

20

 

 

High Yield Bond Series

 

Notes to Financial Statements (continued)

(unaudited)

 

10.Federal Income Tax Information (continued)

 

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character distribution paid for the year ended December 31, 2024 were as follows:

 

Ordinary income  $72,617,276   
        
At June 30, 2025, identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:
        
Cost for federal income tax purposes  $1,388,948,328   
Unrealized appreciation   25,080,311   
Unrealized depreciation   (34,507,281)  
Net unrealized depreciation  $(9,426,970)  

 

As of December 31, 2024, the Series had net long-term capital loss carryforwards of $2,987,533, which may be carried forward indefinitely.

 

11.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

 

21

 

 

High Yield Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

 

22

 


 

High Yield Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

 

23

 

 

High Yield Bond Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

  

24

 

 

High Yield Bond Series

 

Literature Requests

(unaudited)

 

Proxy Voting Policies and Procedures

 

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

 

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

 

Proxy Voting Record

 

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

 

By phone 1-800-466-3863
On the SEC’s web site http://www.sec.gov
On Manning & Napier’s web site www.manning-napier.com

 

Quarterly Portfolio Holdings

 

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

 

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

 

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com

 

1.Fund Holdings - Month-End

2.Fund Holdings - Quarter-End

3.Shareholder Report - Annual

4.Shareholder Report - Semi-Annual

5.Financial Statements and Other Information - Annual

6.Financial Statements and Other Information - 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.

 

MNHYB-06/25-SAR

 

25

 

 

 

www.manning-napier.com

 

Manning & Napier Fund, Inc.

 

 

Credit Series

 

 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS - 33.3%
 
Non-Convertible Corporate Bonds- 33.3%
Communication Services - 2.3%
Entertainment - 1.5%
The Walt Disney Co., 6.65%, 11/15/2037   1,970,000   $2,255,065 
Warnermedia Holdings, Inc., 4.054%, 3/15/2029   2,620,000    2,435,409 
         4,690,474 
Interactive Media & Services - 0.8%
Tencent Holdings Ltd. (China), 3.975%, 4/11/20292   2,510,000    2,484,655 
Total Communication Services        7,175,129 
 
Consumer Discretionary - 2.5%
Broadline Retail - 1.5%
Alibaba Group Holding Ltd. (China), 4.00%, 12/6/2037   5,235,000    4,620,998 
 
Household Durables - 0.8%
DR Horton, Inc., 4.85%, 10/15/2030   2,380,000    2,400,601 
 
Specialty Retail - 0.2%
Ross Stores, Inc., 1.875%, 4/15/2031   810,000    694,048 
Total Consumer Discretionary        7,715,647 
 
Energy - 3.8%
Oil, Gas & Consumable Fuels - 3.8%
Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039   3,380,000    3,627,494 
Energy Transfer LP,
7.375%, 2/1/20312   2,330,000    2,442,159 
6.50%, 2/1/2042   3,465,000    3,598,413 
Kinder Morgan, Inc., 4.80%, 2/1/2033   1,970,000    1,940,855 
Total Energy        11,608,921 
 
Financials - 17.0%
Banks - 11.9%
Bank of America Corp., (U.S. Secured Overnight Financing Rate + 1.320%), 2.687%, 4/22/20323   4,015,000    3,604,516 
Citigroup, Inc., (U.S. Secured Overnight Financing Rate + 0.770%), 1.462%, 6/9/20273   3,630,000    3,526,736 
Citizens Bank NA, (U.S. Secured Overnight Financing Rate + 2.000%), 4.575%, 8/9/20283   2,310,000    2,313,856 
Fifth Third Bancorp, (U.S. Secured Overnight Financing Index + 2.192%), 6.361%, 10/27/20283   2,330,000    2,428,802 
Huntington Bancshares, Inc., 2.55%, 2/4/2030   2,590,000    2,369,914 
JPMorgan Chase & Co., (3 mo. U.S. Secured Overnight Financing Rate + 3.790%), 4.493%, 3/24/20313   5,900,000    5,886,581 
KeyBank NA, 5.85%, 11/15/2027   2,200,000    2,270,457 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
The PNC Financial Services Group, Inc., (U.S. Secured Overnight Financing Rate + 1.333%), 4.899%, 5/13/20313   3,600,000   $3,647,070 
Truist Financial Corp., (U.S. Secured Overnight Financing Rate + 0.862%), 1.887%, 6/7/20293   3,795,000    3,530,429 
U.S. Bancorp, (U.S. Secured Overnight Financing Rate + 1.230%), 4.653%, 2/1/20293   3,360,000    3,381,274 
Wells Fargo & Co., (U.S. Secured Overnight Financing Rate + 1.070%), 5.707%, 4/22/20283   3,350,000    3,423,657 
         36,383,292 
Capital Markets - 1.5%
Jefferies Financial Group, Inc., 6.20%, 4/14/2034   3,390,000    3,543,480 
The Depository Trust & Clearing Corp., (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 2.606%), 3.375%2,3,4   1,250,000    1,210,239 
         4,753,719 
Consumer Finance - 1.6%
Capital One Financial Corp., (U.S. Secured Overnight Financing Rate + 3.070%), 7.624%, 10/30/20313   4,310,000    4,868,944 
 
Insurance - 2.0%
MassMutual Global Funding II, 4.85%, 1/17/20292   1,210,000    1,229,159 
Metropolitan Life Global Funding I, 4.85%, 1/8/20292   1,210,000    1,233,389 
New York Life Global Funding, 4.70%, 1/29/20292   1,210,000    1,227,350 
SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029   2,325,000    2,444,994 
         6,134,892 
Total Financials        52,140,847 
 
Industrials - 1.9%
Ground Transportation - 0.4%
BNSF Funding Trust I, (3 mo. CME Term U.S. Secured Overnight Financing Rate + 2.350%), 6.613%, 12/15/20553   1,220,000    1,221,145 
 
Trading Companies & Distributors - 1.5%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028   2,450,000    2,334,347 
Ashtead Capital, Inc. (United Kingdom), 4.00%, 5/1/20282   2,320,000    2,283,524 
         4,617,871 
Total Industrials        5,839,016 

 

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

 

1 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
CORPORATE BONDS (continued)
 
Non-Convertible Corporate Bonds (continued)
Materials - 0.7%
Metals & Mining - 0.7%
Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20272   2,346,913   $2,317,669 
 
Real Estate - 2.8%
Retail REITs - 0.8%
Simon Property Group LP, 2.65%, 2/1/2032   2,921,000    2,574,206 
 
Specialized REITs - 2.0%
Safehold GL Holdings LLC, 6.10%, 4/1/2034   2,416,000    2,518,663 
SBA Tower Trust, 6.599%, 1/15/20282   3,370,000    3,462,937 
         5,981,600 
Total Real Estate        8,555,806 
 
Utilities - 2.3%
Electric Utilities - 0.8%
Alexander Funding Trust II, 7.467%, 7/31/20282   2,290,000    2,448,853 
 
Independent Power and Renewable Electricity Producers - 1.5%
Palomino Funding Trust I, 7.233%, 5/17/20282   4,245,000    4,497,546 
Total Utilities        6,946,399 
           
TOTAL CORPORATE BONDS
(Identified Cost $100,835,036)
        102,299,434 
 
ASSET-BACKED SECURITIES - 17.0%
           
ALLO Issuer LLC, Series 2023-1A, Class A2, 6.20%, 6/20/20532   1,600,000    1,622,248 
Centersquare Issuer LLC, Series 2024-1A, Class A2, 5.20%, 10/26/20542   2,000,000    1,962,532 
CF Hippolyta Issuer LLC,
Series 2020-1, Class B1, 2.28%, 7/15/20602   2,113,712    2,091,407 
Series 2021-1A, Class B1, 1.98%, 3/15/20612   895,325    840,928 
Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20492   2,000,000    2,024,945 
Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20542   990,000    1,048,978 
Commonbond Student Loan Trust, Series 2020-AGS, Class A, 1.98%, 8/25/20502   441,860    394,405 
Compass Datacenters Issuer II LLC, Series 2024-2A, Class A1, 5.022%, 8/25/20492   1,500,000    1,503,027 
DataBank Issuer,
Series 2021-2A, Class A2, 2.40%, 10/25/20512   900,000    866,546 
Series 2023-1A, Class A2, 5.116%, 2/25/20532   1,350,000    1,344,854 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
ECMC Group Student Loan Trust, Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 5.455%, 11/27/20732,5   1,176,845   $1,179,786 
FIP Master Funding LLC, Series 2024-1A, Class A1, 4.88%, 10/15/20542   1,996,759    1,976,644 
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/20512   1,525,000    1,467,862 
Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20552   621,205    521,790 
Horizon Aircraft Finance IV Ltd., Series 2024-1, Class A, (Cayman Islands), 5.375%, 9/15/20492   2,502,500    2,501,707 
Hotwire Funding LLC, Series 2023-1A, Class A2, 5.687%, 5/20/20532   2,400,000    2,415,350 
HTS Fund II LLC, Series 2025-1, Class A, 5.351%, 6/23/20452   1,350,000    1,349,977 
KREF Ltd., Series 2021-FL2, Class AS, (1 mo. U.S. Secured Overnight Financing Rate + 1.414%), 5.728%, 2/15/20392,5   1,500,000    1,467,134 
Navient Education Loan Trust, Series 2025-A, Class A, 5.02%, 7/15/20552   1,500,000    1,509,299 
Navient Private Education Refi Loan Trust,
Series 2017-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.164%), 5.470%, 12/27/20662,5   1,316,366    1,307,229 
Series 2020-DA, Class A, 1.69%, 5/15/20692   330,855    311,261 
Series 2021-A, Class A, 0.84%, 5/15/20692   248,868    226,587 
Nelnet Student Loan Trust,
Series 2006-2, Class A7, (U.S. Secured Overnight Financing Rate 90 Day Average + 0.842%), 5.205%, 1/26/20372,5   1,805,373    1,781,921 
Series 2012-3A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.814%), 5.120%, 3/26/20402,5   414,830    412,437 
Oak Street Investment Grade Net Lease Fund, Series 2020-1A, Class A1, 1.85%, 11/20/20502   1,775,244    1,739,516 
Oxford Finance Credit Fund III LP, Series 2025-A, Class A2, 5.878%, 8/14/20342   1,900,000    1,908,075 
Oxford Finance Funding LLC,
Series 2022-1A, Class A2, 3.602%, 2/15/20302   1,678,283    1,669,679 
Series 2023-1A, Class A2, 6.716%, 2/15/20312   1,899,619    1,905,880 
PEAR LLC,
Series 2021-1, Class A, 2.60%, 1/15/20342   282,177    279,881 
Series 2023-1, Class A, 7.42%, 7/15/20352   1,067,763    1,089,926 

 

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

 

2 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
ASSET-BACKED SECURITIES (continued)
 
PEAR LLC, (continued)
Series 2024-1, Class A, 6.95%, 2/15/20362   629,382   $634,436 
PHEAA Student Loan Trust, Series 2016-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.264%), 5.570%, 9/25/20652,5   315,754    316,570 
Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/20462   1,425,000    1,334,795 
SLC Student Loan Trust, Series 2005-3, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 0.412%), 4.755%, 12/15/20395   2,797,544    2,684,796 
SLM Student Loan Trust,
Series 2011-2, Class A2, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.314%), 5.620%, 10/25/20345   323,197    323,629 
Series 2013-6, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.764%), 5.070%, 6/26/20285   933,400    919,022 
SMB Private Education Loan Trust,
Series 2017-B, Class A2A, 2.82%, 10/15/20352   38,981    38,425 
Series 2017-B, Class A2B, (1 mo. U.S. Secured Overnight Financing Rate + 0.864%), 5.176%, 10/15/20352,5   176,545    176,154 
Series 2024-E, Class A1A, 5.09%, 10/16/20562   891,258    898,304 
Stack Infrastructure Issuer LLC, Series 2021-1A, Class A2, 1.877%, 3/26/20462   1,050,000    1,025,163 
Tricon American Homes, Series 2020-SFR1, Class A, 1.499%, 7/17/20382   1,389,097    1,347,814 
Vantage Data Centers Issuer LLC, Series 2020-1A, Class A2, 1.645%, 9/15/20452   1,750,000    1,736,943 
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $52,195,591)
        52,157,862 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES - 19.2%
           
Agate Bay Mortgage Trust, Series 2016-2, Class A3, 3.50%, 3/25/20462,6   758,477    689,723 
Brean Asset Backed Securities Trust, Series 2021-RM2, Class A, 1.75%, 10/25/20612,6    758,314    728,062 
BX Trust, Series 2024-VLT4, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.491%), 5.803%, 7/15/20292,5   1,900,000    1,899,608 
Credit Suisse Mortgage Capital Trust,
Series 2013-7, Class A6, 3.50%, 8/25/20432,6   206,154    189,063 
Series 2018-J1, Class A2, 3.50%, 2/25/20482,6    3,448,124    3,077,809 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
Fannie Mae REMICS,
Series 2020-48, Class DC, 2.50%, 7/25/2050   3,472,006   $2,999,220 
Series 2021-69, Class WJ, 1.50%, 10/25/2050   556,869    473,683 
Finance of America Structured Securities Trust,
Series 2022-S6, Class A1, 3.00%, 7/25/20612   1,400,133    1,382,281 
Series 2025-S1, Class A1, 3.50%, 2/25/20752   1,618,459    1,549,611 
Flagstar Mortgage Trust, Series 2021-8INV, Class A3, 2.50%, 9/25/20512,6    727,784    592,018 
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K106, Class X1 (IO), 1.438%, 1/25/20306   14,956,069    751,620 
Freddie Mac REMICS,
Series 5189, Class CP, 2.50%, 6/25/2049   3,691,101    3,214,351 
Series 5501, Class JL, 3.50%, 6/25/2048   1,850,000    1,478,977 
GS Mortgage-Backed Securities Corp. Trust,
Series 2020-PJ3, Class A14, 3.00%, 10/25/20502,6    210,451    178,654 
Series 2021-INV1, Class A6, 2.50%, 12/25/20512,6   715,562    633,296 
Series 2021-PJ6, Class A8, 2.50%, 11/25/20512,6   475,356    421,255 
Series 2021-PJ9, Class A8, 2.50%, 2/26/20522,6   549,946    487,307 
Series 2022-PJ3, Class A6, 3.00%, 8/25/20522,6   1,624,456    1,378,722 
Hawaii Hotel Trust, Series 2025-MAUI, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.393%), 5.705%, 3/15/20422,5   1,640,000    1,640,255 
Imperial Fund Mortgage Trust,
Series 2021-NQM3, Class A1, 1.595%, 11/25/20562,6   646,044    550,904 
Series 2022-NQM2, Class A1, 3.638%, 3/25/20672,7   1,126,220    1,044,852 
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2019-ICON, Class A, 3.884%, 1/5/20342   1,043,750    1,027,703 
J.P. Morgan Mortgage Trust,
Series 2016-3, Class 2A2, 2.50%, 10/25/20462,6   461,173    432,954 
Series 2019-INV3, Class A3, 3.50%, 5/25/20502,6   535,036    474,570 
Series 2019-INV3, Class A3A, 3.00%, 5/25/20502,6   402,558    341,736 
Series 2021-4, Class A3B, 2.00%, 8/25/20512,6   2,322,242    1,803,814 
Series 2022-INV3, Class A3B, 3.00%, 9/25/20522,6   1,557,851    1,321,756 

 

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

 

3 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
JP Morgan Seasoned Mortgage Trust,
Series 2024-1, Class A3, 4.446%, 1/25/20632,6   1,668,601   $1,597,909 
Series 2025-1, Class A3, 3.700%, 1/25/20632,6   1,140,000    1,021,313 
JPMorgan Wealth Management, Series 2020-ATR1, Class A3, 3.00%, 2/25/20502,6   1,838,342    1,585,239 
Morgan Stanley Capital I Trust, Series 2020-CNP, Class A, 2.509%, 4/5/20422,6   1,000,000    872,103 
NYMT Loan Trust, Series 2025-INV1, Class A1, 5.402%, 4/25/20602,7   1,730,887    1,730,926 
OBX Trust, Series 2024-NQM1, Class A1, 5.928%, 11/25/20632,7   2,036,152    2,042,785 
Oceanview Mortgage Loan Trust, Series 2020-1, Class A1A, 1.733%, 5/28/20502,6   318,125    293,408 
PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 10.325%, 7/25/2029 (Acquired 07/24/2023, cost $2,399,178)5,8   2,399,178    2,398,905 
Provident Funding Mortgage Trust,
Series 2021-2, Class A2A, 2.00%, 4/25/20512,6   594,814    507,824 
Series 2021-INV1, Class A1, 2.50%, 8/25/20512,6   1,274,440    1,029,741 
RCKT Mortgage Trust,
Series 2021-6, Class A1, 2.50%, 12/25/20512,6   753,438    612,550 
Series 2021-6, Class A5, 2.50%, 12/25/20512,6   814,639    718,842 
RUN Trust, Series 2022-NQM1, Class A1, 4.00%, 3/25/20672   762,388    740,592 
Sequoia Mortgage Trust,
Series 2013-5, Class A1, 2.50%, 5/25/20432,6   420,226    369,345 
Series 2013-9, Class A1, 3.50%, 7/25/20432,6   3,207,303    2,914,464 
Series 2017-3, Class A19, 3.50%, 4/25/20472,6   1,292,215    1,146,167 
Series 2023-2, Class A4, 5.00%, 3/25/20532,6   3,107,019    3,055,770 
SWCH Commercial Mortgage Trust, Series 2025-DATA, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.443%), 5.755%, 2/15/20422,5   1,500,000    1,487,430 
Verus Securitization Trust, Series 2024-R1, Class A2, 5.47%, 9/25/20692,7   1,521,467    1,520,424 
WBHT Commercial Mortgage Trust, Series 2025-WBM, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.742%), 6.057%, 6/15/20422,5   1,360,000    1,377,108 
         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
 
WinWater Mortgage Loan Trust, Series 2015-3, Class A1, 3.50%, 3/20/20452,6   1,015,442   $934,565 
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $61,462,580)
        58,721,214 
 
MUNICIPAL BONDS - 0.4%
 
South Carolina Public Service Authority, Series B, Revenue Bond, 2.329%, 12/1/2028  
(Identified Cost $1,355,000)   1,355,000    1,268,103 
 
U.S. GOVERNMENT AGENCIES - 28.2%
 
Mortgage-Backed Securities - 26.2%
Fannie Mae
Pool #MA4687, UMBS, 4.00%, 6/1/2042   3,552,277    3,411,424 
Pool #FS3146, UMBS, 4.50%, 10/1/2042   2,722,463    2,695,130 
Pool #MA4851, UMBS, 5.00%, 11/1/2042   3,208,989    3,233,256 
Pool #FS5443, UMBS, 4.50%, 6/1/2043   3,068,145    3,011,002 
Pool #BK0433, UMBS, 3.50%, 12/1/2049   4,815,677    4,356,868 
Pool #FS9332, UMBS, 3.00%, 3/1/2050   3,124,857    2,777,568 
Pool #FS4253, UMBS, 3.50%, 3/1/2050   3,046,744    2,792,917 
Pool #FM6890, UMBS, 3.00%, 6/1/2050   1,627,639    1,434,987 
Pool #CA6316, UMBS, 3.00%, 7/1/2050   1,332,975    1,156,751 
Pool #FS4339, UMBS, 3.00%, 12/1/2050   2,169,868    1,913,693 
Pool #FS1807, UMBS, 3.50%, 7/1/2051   3,469,354    3,169,546 
Pool #FS1838, UMBS, 3.00%, 12/1/2051   3,789,512    3,318,988 
Pool #BV5383, UMBS, 3.00%, 4/1/2052   2,229,193    1,950,555 
Pool #MA4626, UMBS, 4.00%, 6/1/2052   3,413,275    3,184,410 
Pool #MA4737, UMBS, 5.00%, 8/1/2052   3,272,475    3,223,636 
Pool #MA4807, UMBS, 5.50%, 11/1/2052   2,069,912    2,079,290 
Pool #CB6326, UMBS, 5.50%, 5/1/2053   3,379,600    3,387,683 
Pool #BX9903, UMBS, 6.00%, 5/1/2053   2,054,443    2,118,362 
Pool #FS9453, UMBS, 4.50%, 8/1/2053   2,880,718    2,768,148 

 

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

 

4 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

         
   PRINCIPAL
AMOUNT1/
SHARES
   VALUE
(NOTE 2)
 
 
U.S. GOVERNMENT AGENCIES (continued)
 
Mortgage-Backed Securities (continued)
Fannie Mae (continued)
Pool #FS6206, UMBS, 5.50%, 10/1/2053   3,617,756   $3,658,402 
Freddie Mac
Pool #RB5169, UMBS, 3.50%, 6/1/2042   2,694,148    2,546,245 
Pool #SC0393, UMBS, 5.00%, 6/1/2043   2,689,098    2,702,086 
Pool #SD8230, UMBS, 4.50%, 6/1/2052   4,171,308    4,003,032 
Pool #SD1360, UMBS, 5.50%, 7/1/2052   3,061,646    3,079,614 
Pool #QE9161, UMBS, 4.50%, 9/1/2052   3,346,647    3,210,862 
Pool #SD8276, UMBS, 5.00%, 12/1/2052   5,731,261    5,650,308 
Pool #RJ0062, UMBS, 5.00%, 10/1/2053   3,682,705    3,637,430 
Total Mortgage-Backed Securities
(Identified Cost $81,994,711)
        80,472,193 
Other Agencies - 2.0%
Federal National Mortgage Association, 5.625%, 7/15/2037
(Identified Cost $5,967,324)   5,554,000    6,090,334 
           
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $87,962,035)
        86,562,527 
 
SHORT-TERM INVESTMENT - 0.3%
 
Dreyfus Government Cash Management, Institutional Shares, 4.21%9  
(Identified Cost $972,137)   972,137    972,137 
 
TOTAL INVESTMENTS - 98.4%
(Identified Cost $304,782,379)
        301,981,277 
OTHER ASSETS, LESS LIABILITIES - 1.6%        4,937,482 
NET ASSETS - 100%       $306,918,759 

 

IO - Interest only 

REIT - Real Estate Investment Trust 

REMICS - Real Estate Mortgage Investment Conduits 

UMBS - Uniform Mortgage-Backed Securities

 

1Amount is stated in USD unless otherwise noted. 

2Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2025 was $120,472,353, which represented 39.3% of the Series’ Net Assets. 

3Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of June 30, 2025. 

4Security is perpetual in nature and has no stated maturity date.

 

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

 

5 

 

 

Credit Series

 

Investment Portfolio - June 30, 2025

(unaudited)

 

5Floating rate security. Rate shown is the rate in effect as of June 30, 2025. 

6Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of June 30, 2025. 

7Represents a step-up bond that pays initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown reflects the current coupon as of June 30, 2025. 

8Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2025 was $2,398,905, or 0.8% of the Series’ Net Assets. 

9Rate shown is the current yield as of June 30, 2025.

 

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

 

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

6

 

Credit Series

 

Statement of Assets and Liabilities

June 30, 2025 (unaudited)

 

ASSETS:
 
Investments, at value (identified cost $304,782,379) (Note 2)   $301,981,277 
Cash   3,356 
Receivable for securities sold   3,029,812 
Interest receivable   1,897,198 
Receivable for fund shares sold   108,475 
Dividends receivable   14,034 
      
TOTAL ASSETS   307,034,152 
      
LIABILITIES:
 
Accrued fund accounting and administration fees1   21,115 
Accrued management fees1   16,018 
Accrued sub-transfer agent fees1   8,428 
Accrued Chief Compliance Officer service fees1   1,648 
Directors’ fees payable1   447 
Accrued distribution and service (Rule 12b-1) fees (Class S)1   36 
Professional fees payable   33,574 
Payable for fund shares repurchased   13,242 
Accrued printing and postage fees payable   11,527 
Other payables and accrued expenses   9,358 
      
TOTAL LIABILITIES   115,393 
      
Commitments and contingent liabilities1
 
TOTAL NET ASSETS  $306,918,759 
      
NET ASSETS CONSIST OF:
 
Capital stock  $337,796 
Additional paid-in-capital   325,764,270 
Total distributable earnings (loss)   (19,183,307)
      
TOTAL NET ASSETS  $306,918,759 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($180,760/19,889 shares)
  $9.09 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($27,292,474/3,003,129 shares)
  $9.09 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W
($279,445,525/30,756,563 shares)
  $9.09 

 

1 See note 3 in Notes to the Financial Statements.

 

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

7

 

Credit Series

 

Statement of Operations

For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:

 

Interest (net of foreign taxes withheld, $5,177)  $7,189,928 
Dividends   150,108 
      
Total Investment Income   7,340,036 
      
EXPENSES:     
      
Management fees (Note 3)   368,983 
Fund accounting and administration fees (Note 3)   47,563 
Directors’ fees (Note 3)   20,121 
Sub-transfer agent fees (Note 3)   13,064 
Chief Compliance Officer service fees (Note 3)   4,384 
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)   60 
Registration and filing fees   39,222 
Professional fees   32,204 
Custodian fees   5,710 
Miscellaneous   30,198 
      
Total Expenses   561,509 
Less reduction of expenses (Note 3)   (374,810)
      
Net Expenses   186,699 
      
NET INVESTMENT INCOME   7,153,337 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:     
      
Net realized gain (loss) on investments   (603,720)
      
Net change in unrealized appreciation (depreciation) on investments   5,500,825 
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   4,897,105 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $12,050,442 

 

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

8

 

Credit Series

 

Statements of Changes in Net Assets

  

   FOR THE   
   SIX MONTHS   
   ENDED  FOR THE
   6/30/25  YEAR ENDED
   (UNAUDITED)  12/31/24
INCREASE (DECREASE) IN NET ASSETS:          
           
OPERATIONS:          
           
Net investment income  $7,153,337   $14,122,017 
Net realized gain (loss) on investments   (603,720)   (2,773,151)
Net change in unrealized appreciation (depreciation) on investments   5,500,825    2,035,328 
           
Net increase (decrease) from operations   12,050,442    13,384,194 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 10):          
           
Class S   (1,211)   (66)
Class I   (446,411)   (619)
Class W   (6,430,114)   (14,062,802)
           
Total distributions to shareholders   (6,877,736)   (14,063,487)
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   22,621,222    (11,901,054)
           
Net increase (decrease) in net assets   27,793,928    (12,580,347)
           
NET ASSETS:          
           
Beginning of period   279,124,831    291,705,178 
           
End of period  $306,918,759   $279,124,831 
           

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

9

 

Credit Series

 

Financial Highlights - Class S

  

   FOR THE   
   SIX MONTHS  FOR THE
   ENDED  PERIOD
   6/30/25  9/23/241 TO
   (UNAUDITED)  12/31/24
Per share data (for a share outstanding throughout each period):          
Net asset value - Beginning of period   $8.93‌    $9.21‌ 
Income (loss) from investment operations:          
Net investment income2   0.19‌    0.11‌ 
Net realized and unrealized gain (loss) on investments   0.16‌    (0.27)
Total from investment operations   0.35‌    (0.16)
Less distributions to shareholders:          
From net investment income   (0.19)   (0.12)
           
Net asset value - End of period   $9.09‌    $8.93‌ 
Net assets - End of period (000’s omitted)  $181   $5 
Total return3   3.93%   (1.73%)
Ratios (to average net assets)/Supplemental Data:          
Expenses   0.66%4   0.63%4
Net investment income   4.28%4   4.40%4
Series portfolio turnover   14%‌    35%‌ 

 

1Commencement of operations. 

2Calculated based on average shares outstanding during the period. 

3Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized. 

4Annualized.

 

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

10

 

Credit Series

 

Financial Highlights - Class I

 

   FOR THE   
   SIX MONTHS  FOR THE
   ENDED  PERIOD
   6/30/25  9/23/241TO
   (UNAUDITED)  12/31/24
Per share data (for a share outstanding throughout each period):          
Net asset value - Beginning of period   $8.93‌    $9.21‌ 
Income (loss) from investment operations:          
Net investment income2   0.20‌    0.11‌ 
Net realized and unrealized gain (loss) on investments   0.15‌    (0.26)
Total from investment operations   0.35‌    (0.15)
Less distributions to shareholders:          
From net investment income   (0.19)   (0.13)
           
Net asset value - End of period   $9.09‌    $8.93‌ 
Net assets - End of period (000’s omitted)  $27,292   $111 
Total return3   3.98%   (1.67%)
Ratios (to average net assets)/Supplemental Data:          
Expenses*   0.50%4   0.50%4
Net investment income   4.47%4   4.46%4
Series portfolio turnover   14%‌    35%‌ 

 

*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:

    0.01%‌4   0.01%‌4

  

1Commencement of operations. 

2Calculated based on average shares outstanding during the period. 

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

4Annualized.

 

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

11

 

Credit Series

 

Financial Highlights - Class W

  

    FOR THE     FOR THE YEAR ENDED    
    SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
    12/31/24     12/31/23     12/31/22     12/31/21     FOR THE
PERIOD
4/14/201 TO
12/31/20
 
Per share data (for a share outstanding throughout each period):                  
Net asset value - Beginning of period   $8.93    $8.96    $8.74    $10.15    $10.60    $10.00 
Income (loss) from investment operations:                              
Net investment income2   0.22    0.43    0.38    0.30    0.23    0.19 
Net realized and unrealized gain (loss) on investments   0.15    (0.03)   0.24    (1.42)   (0.22)   0.68 
Total from investment operations   0.37    0.40    0.62    (1.12)   0.01    0.87 
Less distributions to shareholders:                              
From net investment income   (0.21)   (0.43)   (0.38)   (0.28)   (0.24)   (0.18)
From net realized gain on investments               (0.01)   (0.22)   (0.09)
From return of capital           (0.02)            
Total distributions to shareholders   (0.21)   (0.43)   (0.40)   (0.29)   (0.46)   (0.27)
Net asset value - End of period   $9.09    $8.93    $8.96    $8.74    $10.15    $10.60 
Net assets - End of period (000’s omitted)   $279,446    $279,009    $291,705    $265,822    $206,477    $192,127 
Total return3   4.16%   4.56%   7.30%   (11.13%)   0.02%   8.77%
Ratios (to average net assets)/Supplemental Data:                              
Expenses*   0.10%4   0.10%   0.10%5   0.10%   0.10%   0.10%4
Net investment income   4.87%4   4.79%   4.31%   3.25%   2.23%   2.52%4
Series portfolio turnover   14%   35%   42%   44%   69%   44%

 

*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:

    0.27%4   0.28%   0.26%   0.26%   0.27%   0.33% 4

  

1Commencement of operations. 

2Calculated based on average shares outstanding during the periods. 

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

4Annualized. 

5Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have decreased by less than 0.01%.

 

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

12

 

 

Credit Series

 

Notes to Financial Statements 

(unaudited)

 

1.Organization

 

Credit 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 are only offered to discretionary investment accounts and other funds managed by the Advisor. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated for each as Credit Series Class S common stock, Credit Series Class I common stock, Credit Series Class W common stock and Credit Series Class Z common stock. Class Z common stock is not currently offered for sale.

 

Class W shares represent fiduciary accounts where the Advisor has sole investment discretion.

 

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.

 

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”).

 

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,

  

13

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Security Valuation (continued) 

further analysis and adjustment may be necessary to estimate fair value. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value 

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 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  $86,562,527   $   $86,562,527   $ 
States and political subdivisions (municipals)   1,268,103        1,268,103     
Corporate debt:                    
Communication Services   7,175,129        7,175,129     
Consumer Discretionary   7,715,647        7,715,647     
Energy   11,608,921        11,608,921     

 

14

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued)                
DESCRIPTION  TOTAL   LEVEL 1   LEVEL 2   LEVEL 3 
Financials  $52,140,847   $   $52,140,847   $ 
Industrials   5,839,016        5,839,016     
Materials   2,317,669        2,317,669     
Real Estate   8,555,806        8,555,806     
Utilities   6,946,399        6,946,399     
Asset-backed securities   52,157,862        52,157,862     
Commercial mortgage-backed                    
securities   58,721,214        58,721,214     
Short-Term Investment   972,137    972,137         
Total assets  $301,981,277   $972,137   $301,009,140   $ 

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement 

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series’ financial statements.

 

Security Transactions, Investment Income and Expenses 

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

 

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

 

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

 

Foreign Currency Translation 

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

 

Asset-Backed Securities 

The Series may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized

  

15

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Asset-Backed Securities (continued) 

obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e. loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, the Series may subsequently have to reinvest the proceeds at lower interest rates. If the Series has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

 

Mortgage-Backed Securities 

The Series may invest in mortgage-backed securities (“MBS” or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle the Series to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. For MBS, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury. Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

 

Inflation-Indexed Bonds 

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

 

Securities Purchased on a When-Issued Basis or Forward Commitment 

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2025.

 

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

  

16

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

  

2.Significant Accounting Policies (continued)

 

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

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 June 30, 2025.

 

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 

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 June 30, 2025, 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, 2021 through December 31, 2024. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

Foreign Taxes 

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

 

Distributions of Income and Gains 

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

 

Indemnifications 

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

 

Other 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

  

17

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

  

2.Significant Accounting Policies (continued)

 

Other (continued) 

financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

3.Transactions with Affiliates and Other Agreements

 

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

 

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

 

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an annual amount not to exceed 0.15% of the average daily net assets of the Class I and Class S shares of the Series. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund. For the six months ended June 30, 2025, the sub-transfer agency expenses incurred by Class S and Class I were $17 and $13,047, respectively.

 

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

 

Pursuant to a master services agreement, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

Pursuant to an advisory fee waiver agreement, the Advisor has contractually agreed to waive the management fee for the Class W shares. The full management fee will be waived under this agreement because Class W shares are only available to discretionary investment accounts and other accounts managed by the Advisor. These clients pay a management fee to the Advisor that is separate from the Series’ expenses. In addition, pursuant to a separate expense limitation agreement, the Advisor has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses, exclusive of the shareholder services fees and/or distribution and service (12b-1) fees and waived Class W management fees (collectively, “excluded expenses”), do not exceed 0.50% of the average daily net assets of the Class S and Class I shares and 0.10% of the average daily net assets of the Class W shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of

  

18

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

  

3.Transactions with Affiliates and Other Agreements (continued)

 

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

 

Pursuant to the advisory fee waiver, the Advisor waived $346,418 in management fees for Class W shares for the six months ended June 30, 2025. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $722 and $27,670 for Class I and Class W, respectively, for the six months ended June 30, 2025. These amounts are included as a reduction of expenses on the Statement of Operations.

 

As of June 30, 2025, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows: 

 

CLASS  EXPIRING DECEMBER 31, 
   2025   2026   2027   2028   TOTAL 
Class I  $   $   $1   $722   $723 
Class W   18,070    18,809    84,863    27,670    149,412 

 

For the six months ended June 30, 2025, the Advisor did not recoup any expenses that have been previously waived or reimbursed.

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series’ financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series’ long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series’ financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $40,354,467 and $15,477,747, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $20,815,480 and $24,103,429, respectively.

  

19

 

 

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

  

6.Capital Stock Transactions

 

Transactions in Class S, Class I and Class W shares of Credit Series were:

  

CLASS S  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE PERIOD 9/23/24
(COMMENCEMENT OF OPERATIONS)
TO 12/31/24
 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   19,218   $172,506    543   $5,000 
Reinvested   134    1,211    7    66 
Repurchased   (13)   (113)        
Total   19,339   $173,604    550   $5,066 

 

CLASS I  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE PERIOD 9/23/24
(COMMENCEMENT OF OPERATIONS)
TO 12/31/24
 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   2,999,695   $26,948,252    12,338   $110,990 
Reinvested   49,460    446,411    69    619 
Repurchased   (58,428)   (528,218)   (5)   (49)
Total   2,990,727   $26,866,445    12,402   $111,560 

 

CLASS W  FOR THE SIX MONTHS
ENDED 6/30/25
   FOR THE YEAR ENDED
12/31/24
 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   1,449,544   $13,039,532    5,657,058   $50,237,463 
Reinvested   708,130    6,386,625    1,555,976    13,922,979 
Repurchased   (2,648,854)   (23,844,984)   (8,515,273)   (76,178,122)
Total   (491,180)  $(4,418,827)   (1,302,239)  $(12,017,680)

 

Approximately 91% of the shares outstanding (representing Class W) are fiduciary accounts where the Advisor has sole investment discretion.

 

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

8.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

 

20

 

  

Credit Series

 

Notes to Financial Statements (continued) 

(unaudited)

  

8.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 June 30, 2025.

 

9.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.

 

10.Federal Income Tax Information

 

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. 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 assets. Any such reclassifications are not reflected in the financial highlights.

 

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2024 were as follows:

 

Ordinary income $14,063,487

 

At June 30, 2025, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

 

Cost for federal income tax purposes  $304,995,755 
Unrealized appreciation   4,094,628 
Unrealized depreciation   (7,109,106)
Net unrealized depreciation  $(3,014,478)

 

As of December 31, 2024, the Series had net short-term capital loss carryforwards of $3,570,481 and net long-term capital loss carryforwards of $12,327,652, which may be carried forward indefinitely.

 

11.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

  

21

 

 

Credit Series

 

Renewal of Investment Advisory Agreement

(unaudited)

  

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

  

22

 

 

Credit Series

 

Renewal of Investment Advisory Agreement

(unaudited)

  

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

 

23

 

 

Credit Series

 

Renewal of Investment Advisory Agreement

(unaudited)

  

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

  

24

 

 

Credit Series

 

Literature Requests

(unaudited)

  

Proxy Voting Policies and Procedures

 

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

 

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

 

Proxy Voting Record

 

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

 

By phone 1-800-466-3863
On the SEC’s web site http://www.sec.gov
On Manning & Napier’s web site www.manning-napier.com

 

Quarterly Portfolio Holdings

 

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

 

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

 

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com

 

1.Fund Holdings - Month-End

2.Fund Holdings - Quarter-End

3.Shareholder Report - Annual

4.Shareholder Report - Semi-Annual

5.Financial Statement and Other Information - Annual

6.Financial Statement and Other Information - 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.

 

MNCRE-06/25-SAR

 

25

 

 

 

  www.manning-napier.com
   
Manning & Napier Fund, Inc.
   
Callodine Equity Income Series  

 

 

 

 

Callodine Equity Income Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

         
   SHARES   VALUE
(NOTE 2)
 
     
COMMON STOCKS - 98.5%
 
Communication Services - 4.4%
Interactive Media & Services - 4.4%
Match Group, Inc.   270,000   $8,340,300 
Consumer Discretionary - 15.0%
Diversified Consumer Services - 2.7%
Perdoceo Education Corp.   156,621    5,119,940 
Hotels, Restaurants & Leisure - 3.5%
Jack in the Box, Inc.   373,055    6,513,540 
Multiline Retail - 1.0%
Target Corp.   20,000    1,973,000 
Textiles, Apparel & Luxury Goods - 7.8%
Wolverine World Wide, Inc.   815,671    14,747,332 
Total Consumer Discretionary        28,353,812 
Consumer Staples - 10.3%
Consumer Staples Distribution & Retail - 2.3%
Walgreens Boots Alliance, Inc.   384,320    4,411,994 
Household Products - 6.5%
Spectrum Brands Holdings, Inc.   230,000    12,190,000 
Tobacco - 1.5%
British American Tobacco plc - ADR (United Kingdom)   60,000    2,839,800 
Total Consumer Staples        19,441,794 
Energy - 19.0%
Energy Equipment & Services - 1.2%
Liberty Energy, Inc.   200,000    2,296,000 
Oil, Gas & Consumable Fuels - 17.8%
Delek U.S. Holdings, Inc.   237,007    5,019,808 
Energy Transfer LP   690,000    12,509,700 
Genesis Energy LP   470,287    8,103,045 
Plains All American Pipeline LP   150,000    2,748,000 
Shell plc - ADR   75,000    5,280,750 
         33,661,303 
Total Energy        35,957,303 
Financials - 15.2%
Banks - 2.3%
Citigroup, Inc.   34,674    2,951,451 
M&T Bank Corp.   7,500    1,454,925 
         4,406,376 
Capital Markets - 3.9%
Blue Owl Capital, Inc.   380,000    7,299,800 
Consumer Finance - 4.8%
Capital One Financial Corp.   42,595    9,062,512 
Financial Services - 4.2%
Equitable Holdings, Inc.   75,000    4,207,500 
Global Payments, Inc.   45,812    3,666,793 
         7,874,293 
Total Financials        28,642,981 
         
   SHARES   VALUE
(NOTE 2)
 
 
COMMON STOCKS (continued)
 
Health Care - 22.1%
Health Care Equipment & Supplies - 6.0%
Baxter International, Inc.   375,000   $11,355,000 
Health Care Providers & Services - 3.6%
CVS Health Corp.   100,000    6,898,000 
Pharmaceuticals - 12.5%
GSK plc - ADR   183,292    7,038,413 
Sanofi S.A. - ADR   165,000    7,971,150 
Viatris, Inc.   960,000    8,572,800 
         23,582,363 
Total Health Care        41,835,363 
Industrials - 1.9%
Professional Services - 1.9%
SS&C Technologies Holdings, Inc.   43,615    3,611,322 
Materials - 2.4%
Chemicals - 1.4%
OCI N.V. (Netherlands)   300,000    2,713,011 
Containers & Packaging - 1.0%
Sealed Air Corp.   60,000    1,861,800 
Total Materials        4,574,811 
Real Estate - 2.3%
Retail REITs - 2.3%
Realty Income Corp.   75,000    4,320,750 
Utilities - 5.9%
Gas Utilities - 1.7%
UGI Corp.   90,000    3,277,800 
Multi-Utilities - 4.2%
Algonquin Power & Utilities Corp. (Canada)   1,375,000    7,878,750 
Total Utilities        11,156,550 
TOTAL COMMON STOCKS
(Identified Cost $189,107,418)
        186,234,986 
 
SHORT-TERM INVESTMENT - 0.6%
 
Dreyfus Government Cash Management, Institutional Shares, 4.21%1  
(Identified Cost $1,044,117)   1,044,117    1,044,117 
 
TOTAL INVESTMENTS - 99.1%
(Identified Cost $190,151,535)
        187,279,103 
OTHER ASSETS, LESS LIABILITIES - 0.9%        1,755,810 
NET ASSETS - 100%       $189,034,913 

 

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

 

1 

 

 

Callodine Equity Income Series

 

Investment Portfolio - June 30, 2025 

(unaudited)

 

ADR - American Depositary Receipt 

REIT - Real Estate Investment Trust

 

1Rate shown is the current yield as of June 30, 2025.

 

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

 

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

 

2 

 

 

Callodine Equity Income Series

 

Statement of Assets and Liabilities

June 30, 2025 (unaudited)

 

ASSETS:    
     
Investments, at value (identified cost $190,151,535) (Note 2)  $187,279,103 
Receivable for securities sold   1,482,069 
Dividends receivable   315,035 
Receivable for fund shares sold   198,017 
Foreign tax reclaims receivable   396 
      
TOTAL ASSETS   189,274,620 
      
LIABILITIES:     
      
Accrued management fees1   103,625 
Accrued sub-transfer agent fees1   57,474 
Accrued fund accounting and administration fees1   12,975 
Accrued Chief Compliance Officer service fees1   1,672 
Accrued distribution and service (Rule 12b-1) fees (Class S)1   564 
Directors' fees payable1   172 
Professional fees payable   22,983 
Accrued printing and postage fees payable   20,688 
Payable for fund shares repurchased   1,250 
Other payables and accrued expenses   18,304 
      
TOTAL LIABILITIES   239,707 
      
Commitments and contingent liabilities1     
      
TOTAL NET ASSETS  $189,034,913 
      
NET ASSETS CONSIST OF:     
      
Capital stock  $144,857 
Additional paid-in-capital   182,745,060 
Total distributable earnings (loss)   6,144,996 
      
TOTAL NET ASSETS  $189,034,913 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($2,769,714/213,018 shares)
  $13.00 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($177,324,352/13,588,087 shares)
  $13.05 
      
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z
($8,940,847/684,603 shares)
  $13.06 

 

1 See note 3 in Notes to the Financial Statements.

 

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

 

3 

 

 

Callodine Equity Income Series

 

Statement of Operations

For the Six Months Ended June 30, 2025 (unaudited)

 

INVESTMENT INCOME:     
      
Dividends (net of foreign taxes withheld, $62,769)  $3,601,652 
      
EXPENSES:     
      
Management fees (Note 3)   568,836 
Sub-transfer agent fees (Note 3)   107,946 
Fund accounting and administration fees (Note 3)   30,218 
Directors’ fees (Note 3)   9,522 
Chief Compliance Officer service fees (Note 3)   4,373 
Distribution and service (Rule 12b-1) fees (Class S) (Note 3)   3,246 
Custodian fees   3,940 
Recoupment of past waived and/or reimbursed fees (Note 3)   553 
Miscellaneous   76,424 
      
Total Expenses   805,058 
Less reduction of expenses (Note 3)   (32,134)
      
Net Expenses   772,924 
      
NET INVESTMENT INCOME   2,828,728 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:     
      
Net realized gain (loss) on investments   4,311,475 
Net change in unrealized appreciation (depreciation) on-     
Investments in securities   (8,595,910)
Foreign currency and translation of other assets and liabilities   20 
      
    (8,595,890)
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   (4,284,415)
      
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $(1,455,687)

 

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

 

4 

 

 

Callodine Equity Income Series

 

Statements of Changes in Net Assets

 

   FOR THE
SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
   FOR THE
YEAR ENDED
12/31/24
 
INCREASE (DECREASE) IN NET ASSETS:          
           
OPERATIONS:          
           
Net investment income  $2,828,728   $4,109,033 
Net realized gain (loss) on investments   4,311,475    15,550,815 
Net change in unrealized appreciation (depreciation) on investments   (8,595,890)   1,590,928 
           
Net increase (decrease) from operations   (1,455,687)   21,250,776 
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 10):          
           
Class S   (38,678)   (251,377)
Class I   (2,572,610)   (16,285,632)
Class Z   (139,628)   (317,845)
           
Total distributions to shareholders   (2,750,916)   (16,854,854)
           
CAPITAL STOCK ISSUED AND REPURCHASED:          
           
Net increase (decrease) from capital share transactions (Note 6)   59,185,808    60,593,825 
           
Net increase (decrease) in net assets   54,979,205    64,989,747 
           
NET ASSETS:          
           
Beginning of period   134,055,708    69,065,961 
           
End of period  $189,034,913   $134,055,708 

 

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

 

5 

 

 

Callodine Equity Income Series

 

Financial Highlights - Class S

 

   FOR THE
SIX MONTHS
ENDED
6/30/25
(UNAUDITED)
   FOR THE
YEAR ENDED
12/31/24
   FOR THE
PERIOD
10/23/231 TO
12/31/23
 
             
Per share data (for a share outstanding throughout each period):            
Net asset value - Beginning of period    $13.30     $12.24     $10.88 
                
Income (loss) from investment operations:               
Net investment income2   0.21    0.59    0.12 
Net realized and unrealized gain (loss) on investments   (0.33)   2.35    1.34 
Total from investment operations   (0.12)   2.94    1.46 
Less distributions to shareholders:               
From net investment income   (0.18)   (0.51)   (0.10)
From net realized gain on investments       (1.37)    
Total distributions to shareholders   (0.18)   (1.88)   (0.10)
                
Net asset value - End of period   $13.00    $13.30    $12.24 
Net assets - End of period (000’s omitted)   $2,770    $2,086    $132 
Total return3   (0.87%)   23.75%    13.46% 
                
Ratios (to average net assets)/Supplemental Data:               
Expenses*   1.20%4,5   1.20%    1.20%4
Net investment income   3.26%4   4.21%    5.12%4
Series portfolio turnover   26%    94%    27% 
                
*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
    N/A    0.32%    1.35%4

 

1Commencement of operations.

2Calculated based on average shares outstanding during the periods. 

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

4Annualized. 

5Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have 1.16%.

 

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

6

 

Callodine Equity Income Series

 

Financial Highlights - Class I

 

   FOR THE
SIX MONTHS
ENDED
6/30/25 (UNAUDITED)
   FOR THE
YEAR ENDED
12/31/24
   FOR THE
PERIOD
10/23/231 TO
12/31/23
 
                
Per share data (for a share outstanding throughout each period):               
Net asset value - Beginning of period   $13.34    $12.28    $10.91 
                
Income (loss) from investment operations:               
Net investment income2   0.22    0.55    0.11 
Net realized and unrealized gain (loss) on investments   (0.32)   2.43    1.36 
Total from investment operations   (0.10)   2.98    1.47 
Less distributions to shareholders:               
From net investment income   (0.19)   (0.55)   (0.10)
From net realized gain on investments       (1.37)    
Total distributions to shareholders   (0.19)   (1.92)   (0.10)
                
Net asset value - End of period   $13.05    $13.34    $12.28 
Net assets - End of period (000’s omitted)   $177,324    $129,182    $68,817 
Total return3   (0.71%)   24.03%    13.51% 
                
Ratios (to average net assets)/Supplemental Data:               
Expenses*   0.95%4   0.95%    0.95%4
Net investment income   3.46%4   3.99%    4.78%4
Series portfolio turnover   26%    94%    27% 
                
*The investment advisor did not impose all or a portion of its management and/or other fees during the periods, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts: 
    0.04%4   0.39%    1.41%4

 

1Commencement of operations. 

2Calculated based on average shares outstanding during the periods. 

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

4Annualized.

 

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

7

 

Callodine Equity Income Series

 

Financial Highlights - Class Z

 

   FOR THE
SIX MONTHS
ENDED
6/30/25 (UNAUDITED)
   FOR THE
YEAR ENDED
12/31/24
   FOR THE
PERIOD
10/23/231 TO
12/31/23
 
                
Per share data (for a share outstanding throughout each period):               
Net asset value - Beginning of period   $13.35‌    $12.28‌    $10.91‌ 
Income (loss) from investment operations:               
Net investment income2   0.26‌    0.75‌    0.14‌ 
Net realized and unrealized gain (loss) on investments   (0.35)   2.25‌    1.33‌ 
Total from investment operations   (0.09)   3.00‌    1.47‌ 
Less distributions to shareholders:               
From net investment income   (0.20)   (0.56)   (0.10)
From net realized gain on investments   —‌    (1.37)   —‌ 
Total distributions to shareholders   (0.20)   (1.93)   (0.10)
                
Net asset value - End of period   $13.06    $13.35    $12.28 
Net assets - End of period (000’s omitted)   $8,941    $2,788    $117 
Total return3   (0.65%)   24.24%    13.54%‌ 
                
Ratios (to average net assets)/Supplemental Data:               
Expenses*   0.80%4   0.80%‌    0.80%4
Net investment income   4.14%4   5.28%‌    5.91%4
Series portfolio turnover   26%‌    94%‌    27%‌ 
                
*The investment advisor did not impose all or a portion of its management and/or other fees during the periods, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts: 
    0.05%4   0.41%    1.65%4

 

1Commencement of operations. 

2Calculated based on average shares outstanding during the periods. 

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

4Annualized.

 

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

8

 

 

Callodine Equity Income Series

 

Notes to Financial Statements

(unaudited)

 

1.Organization

 

Callodine Equity 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 (the “1940 Act”), as an open-end management investment company.

 

The Series’ investment objective is to seek to provide strong risk-adjusted total returns with low market correlation and preservation of capital.

 

The Series is authorized to issue three classes of shares (Class S, I, and Z). Each class is substantially the same, except that class specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

 

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). The investment sub-advisor of the Series is Callodine Capital Management, LP (“Callodine” or the “Sub-Advisor”), an affiliate of 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 June 30, 2025, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated for each as Callodine Equity Income Series Class I common stock, Callodine Equity Income Series Class S common stock, and Callodine Equity Income Series Class Z 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. In these instances, fair value is measured 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 to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

 

Fair Value

The Series’ financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has designated the Advisor as the Fund’s valuation designee (Valuation Designee) to make all fair value determinations with respect to each Series’ portfolio investments. Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The Advisor has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Advisor makes fair value determinations. The Valuation Designee

 

9

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Fair Value (continued)

provides periodic reporting to the Board on valuation matters. The Advisor’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. 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. The Advisor may use a pricing service to obtain the value of the Fund’s portfolio securities where the prices provided by such pricing service are believed to reflect the fair market value of such securities. The methods used by the pricing service and the valuations so established will be reviewed by the Advisor under the general supervision of the Fund’s Board of Directors. Several pricing services are available, one or more of which may be used by the Advisor, as approved by the Board. A change in a pricing service or a material change in a pricing methodology for investments with no readily available market quotations will be reported to the Board by the Advisor in accordance with certain requirements.

 

GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value. Level 1 includes quoted prices (unadjusted) in active markets for identical financial instruments that the Series’ can access at the reporting date. Level 2 includes other significant observable inputs (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads). Level 3 includes unobservable inputs (including the Valuation Designee’s own assumptions in determining fair value). 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 June 30, 2025 in valuing the Series’ assets or liabilities carried at fair value:

 

DESCRIPTION  TOTAL   LEVEL 1   LEVEL 2#   LEVEL 3 
Assets:                
Equity securities:                    
Communication Services  $8,340,300   $8,340,300   $   $ 
Consumer Discretionary   28,353,812    28,353,812         
Consumer Staples   19,441,794    19,441,794         
Energy   35,957,303    35,957,303         
Financials   28,642,981    28,642,981         
Health Care   41,835,363    41,835,363         
Industrials   3,611,322    3,611,322         
Materials   4,574,811    1,861,800    2,713,011     
Real Estate   4,320,750    4,320,750         
Utilities   11,156,550    11,156,550         
Short-Term Investment   1,044,117    1,044,117         
Total assets  $187,279,103   $184,566,092   $2,713,011   $ 

 

#Includes certain foreign equity securities for which a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading.

 

There were no Level 3 securities held by the Series as of December 31, 2024 or June 30, 2025.

 

New Accounting Pronouncement

In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied prospectively and

 

10

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

New Accounting Pronouncement (continued)

are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will not have a material impact on the Series' financial statements.

 

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 fair value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

 

Federal Taxes

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

 

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At June 30, 2025, 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.

 

11

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

2.Significant Accounting Policies (continued)

 

Federal Taxes (continued)

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2023 and the year ended December 31, 2024. 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 a Series. Distributions are recorded on the ex-dividend date.

 

Indemnifications

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

 

Other

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

 

3.Transactions with Affiliates and Other Agreements

 

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets. The Advisor pays the Sub-Advisor out of the fee received from the Series at an annual rate of 0.50% of the Series’ average daily net assets.

 

Under the Agreement, personnel of the Advisor maintain the Series' organization and generally administer the affairs of the Fund. The Advisor also selects and oversees the Sub-Advisor, who is responsible for management of the Series' portfolio and the execution of securities transactions. 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/or Sub-Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor and/or Sub-Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair, Governance & Nominating Committee Chair and Lead Independent Director who each receive an additional annual stipend for these roles.

 

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an amount not to exceed 0.15% of the average daily net assets of the Class S shares and Class I shares. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund. For the six months ended June 30, 2025, the sub-transfer agency expenses incurred by Class S and Class I were $742 and $107,204, respectively.

 

Pursuant to an expense limitation agreement, Manning & Napier Advisors, LLC (the “Advisor”) has contractually agreed to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses of each

 

12

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

3.Transactions with Affiliates and Other Agreements (continued)

 

Class, exclusive of Distribution and Service (12b-1) Fees (“excluded expenses”), do not exceed 0.95% of the average daily net assets of the Class I and Class S shares, and 0.80% of the average daily net assets of the Class Z shares. These contractual waivers are expected to continue indefinitely, and may not be amended or terminated by the Advisor without the approval of the Series’ Board of Directors. The Advisor’s agreement to limit each Class’s operating expenses does not apply to AFFE, which are expenses incurred by the Series through its investments in other investment companies. The Advisor may receive from a Class the difference between the Class’s total direct annual fund operating expenses, not including excluded expenses, and the Class’s contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the rolling three-year period (i.e., the three year period following a waiver or reimbursement) preceding the recoupment if at any point the total direct annual fund operating expenses, not including excluded expenses, are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment.

 

Pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $30,509 and $1,625 for Class I and Class Z, respectively, for the six months ended June 30, 2025. These amounts are included as a reduction of expenses on the Statement of Operations.

 

For the six months ended June 30, 2025, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:

 

CLASS 

RECOUPED

AMOUNT

 
Class S  $553 

 

As of June 30, 2025, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

 

CLASS  EXPIRING DECEMBER 31,         
   2026   2027   2028   TOTAL 
Class S  $   $3,144   $   $3,144 
Class I   164,676    395,433    30,509    590,618 
Class Z   113    4,595    1,625    6,333 

 

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

 

Pursuant to a master services agreement, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets; 0.0075% on the next $15 billion of average daily net assets; and 0.0065% of average daily net assets in excess of $40 billion; plus a base fee of $18,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

 

4.Segment Reporting

 

In this reporting period, the Series adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Series' financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make

 

13

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

4.Segment Reporting (continued)

 

decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s Chief Legal Officer, President and Principal Executive Officer, Vice President, and Principal Financial Officer act as the Series’ CODM. The Series represents a single operating segment, as the CODM monitors the operating results of the Series as a whole and the Series' long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Series’ portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented in the Series' financial statements.

 

5.Purchases and Sales of Securities

 

For the six months ended June 30, 2025, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $101,278,708 and $40,939,770, respectively. There were no purchases or sales of U.S. Government securities.

 

6.Capital Stock Transactions

 

Transactions in Class S, Class I, and Class Z shares of Callodine Equity Income Series were:

 

CLASS S 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   121,112   $1,553,878    141,924   $1,941,114 
Reinvested   2,951    38,362    18,119    248,317 
Repurchased   (67,876)   (865,520)   (14,002)   (188,914)
Total  56,187    $726,720    146,041    $2,000,517  

 

CLASS I 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   5,249,180   $68,800,576    4,914,037   $67,762,820 
Reinvested   197,343    2,572,610    1,185,865    16,285,632 
Repurchased   (1,540,700)   (19,238,703)   (2,022,999)   (28,232,885)
Total   3,905,823    $52,134,483     4,076,903    $55,815,567  

 

CLASS Z 

FOR THE SIX MONTHS

ENDED 6/30/25

  

FOR THE YEAR ENDED

12/31/24

 
   SHARES   AMOUNT   SHARES   AMOUNT 
Sold   545,292   $7,162,452    181,810   $2,536,670 
Reinvested   10,293    134,275    20,239    278,577 
Repurchased   (79,800)   (972,122)   (2,748)   (37,506)
Total   475,785    $6,324,605     199,301    $2,777,741  

  

7.Line of Credit

 

The Fund has entered into a 364-day, $50 million credit agreement (the “line of credit”) with Bank of New York Mellon. Each series of the Fund may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Fund pays an annual fee on the unused commitment amount, payable quarterly, and is allocated among all the series of the Fund and included in miscellaneous expenses in the Statement of Operations for each series. The line of credit expires in September 2025 unless extended or renewed. During the six months ended June 30, 2025, the Series did not borrow under the line of credit.

 

14

 

 

Callodine Equity Income Series

 

Notes to Financial Statements (continued)

(unaudited)

 

8.Financial Instruments

 

The Series may trade in instruments including options and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of June 30, 2025.

 

9.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.

 

10.Federal Income Tax Information

 

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

 

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2024, were as follows:

 

Ordinary income  $13,214,544 
Long-term capital gains   3,640,310 

 

At June 30, 2025, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

 

Cost for federal income tax purposes  $190,923,026 
Unrealized appreciation   18,947,680 
Unrealized depreciation   (22,591,603)
Net unrealized depreciation  $(3,643,923)

 

11.Market Event

 

Significant disruptions and volatility in the global financial markets and economies, like the current conditions caused by the Russian invasion of Ukraine, the conflict between Hamas and Israel in the Middle East and the COVID-19 pandemic, could negatively impact the investment performance of the Series. The global market and economic climate may become increasingly uncertain due to numerous factors beyond our control, including but not limited to, impacts on business operations in the U.S. related to the COVID-19 pandemic, such as supply chain disruptions and inflation, concerns related to unpredictable global market and economic factors, uncertainty in U.S. federal fiscal, tax, trade or regulatory policy and the fiscal, tax, trade or regulatory policy of foreign governments, rising interest rates, inflation or deflation, the availability of credit, performance of financial markets, armed conflicts, terrorism, natural or biological catastrophes, public health emergencies, or political uncertainty.

 

15

 

 

Callodine Equity Income Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on May 20, 2025, the Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”), and on behalf of the Rainier International Discovery Series (the “Rainier Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Rainier Investment Management, LLC (“Rainier”), and on behalf of the Callodine Equity Income Series (the “Callodine Series”), the Investment Advisory Agreement between the Advisor and the Fund and the Sub-Advisory Agreement between the Advisor and Callodine Capital Management, LP (“Callodine”) (such agreements collectively, the “Agreements”), were considered for renewal by the Board, including all of the Directors who are not “interested persons” (“Independent Directors”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In connection with the decision whether to renew the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration. The Board also held a working session on May 7, 2025 to review and discuss information provided to the Board, and for the Board to request additional information.

 

Representatives of the Advisor attended a portion of the working session and attended the Board meeting. The Advisor provided supplemental information requested by the Board and presented additional oral information to the Board to assist the Board in its considerations. In addition to the information furnished by the Advisor, the Board was provided with a legal memorandum discussing its fiduciary duties related to its approval of the continuation of the Agreements. Independent legal counsel for the Independent Directors discussed with the Board the applicable legal considerations. In addition, the Board received in-person presentations about the Fund throughout the year.

 

The Independent Directors were advised by independent legal counsel with respect to these matters. The Independent Directors also met separately in an executive session with their legal counsel without any representatives of the Advisor present.

 

The Directors’ determinations at the meeting were made on the basis of each Director’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Agreements with respect to each Series of the Fund, the Independent Directors did not identify any single or particular piece of information that, in isolation, was the controlling factor. Each Independent Director may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Directors.

 

Nature, Extent and Quality of Services Provided by the Advisor, Rainier and Callodine

 

The Board considered the nature, extent and quality of the services provided by the Advisor, Rainier, and Callodine under the Agreements 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 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 considered the numerous services performed by the Advisor and its affiliates beyond those stated in the Agreements. The Board also considered the Advisor, Rainier and Callodine’s personnel who perform services to the Fund, changes in senior or key personnel, industry trends impacting the mutual fund industry, the strength of the Advisor’s compliance infrastructure, policies and procedures relating to compliance with securities regulations, reputation, expertise and resources. The Directors also reviewed the Advisor, Rainier and Callodine’s investment and risk management approaches for the Series. The most recent investment adviser registration forms (Form ADV) for the Advisor, Rainier, and Callodine were available to the Board. The Directors also considered other services to be provided to the Series by the Advisor specifically, such as monitoring Rainier and Callodine’s adherence to the applicable Series’ investment restrictions and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to each Series by the Advisor, Rainier and Callodine supported the renewal of the Agreements.

 

Investment Performance of the Advisor, Rainier and Callodine

 

In connection with their consideration of investment performance, the Board was provided with reports – both proprietary to the Advisor or the Fund and generated by independent providers of investment company data – regarding the performance of each Series over various time periods and comparisons against applicable benchmark indexes as well as peer groups of mutual funds. As part of these meetings, the Advisor, Rainier and Callodine and their representatives provided information regarding and, as applicable, led discussions of factors impacting the Advisor, Rainier, and Callodine’s performance for the Series, outlining market conditions over

 

16

 

 

Callodine Equity Income Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

various time periods and explaining their expectations and strategies for the future. The Directors determined that it was appropriate to take into account its consideration of the Advisor, Rainier and Callodine’s performance at the May 7th working session and during prior quarterly board meetings. The Board also considered the Advisor, Rainier and Callodine’s investment teams, including changes to the investment teams during the past year, investment team compensation structure and the investment process.

 

The Directors noted the outperformance of certain Series for various periods as compared to each Series’ benchmark and/or peer group. The Directors also expressed concerns about the investment performance of certain Series for various periods, including the Rainier Series and certain other series managed by the Advisor. The Directors emphasized longer-term performance but remained attentive to shorter periods as well. In response to a request from the Independent Directors relating to Series where the Advisor’s or Rainier’s performance was materially below the performance of a Series’ benchmarks and/or peer group, representatives of the Advisor provided a further explanation to the Board regarding the reasons for the underperformance of these Series and discussed the steps taken or expected to be taken by the Advisor in an effort to improve performance. The Directors acknowledged the Advisor’s agreement to continue its efforts to improve relative performance for certain Series and asked the Advisor to update the Board on these efforts at future meetings, and further noted the consistent adherence of those Series to their investment mandates as disclosed to shareholders. After discussion, the Directors agreed to continue to remain focused in future meetings on overseeing the Advisor’s and Rainier’s efforts to address underperformance, emphasizing longer-term performance, while staying attentive to short-term performance. The Directors also considered the outperformance of the Callodine Series as compared to the benchmark index and peer group. After discussion, the Directors concluded, based on the information received and the Advisor’s and Rainier’s efforts to address the underperformance of certain Series, within the context of its full deliberations, that the consistent strategy and investment results that the Advisor, Rainier and Callodine had been able to achieve for each Series support renewal of the Agreements.

 

Costs of Advisory Services, Profitability and Economies of Scale

 

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 Board considered whether the Advisor had achieved economies of scale 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 expense cap, noting that as of December 31, 2024, 11 of 14 Series of the Fund were receiving expense reimbursements from the Advisor. The Directors noted the Advisor’s investments in, among other areas, investment and research personnel, IT resources and technology upgrades, noting their expected benefits to the Fund. The Board concluded that the Fund would need to grow in assets before the Advisor would be able to achieve meaningful economies of scale.

 

The Board considered differential advisory fee waivers related to a Series’ Class W shares, which are utilized within the Advisor’s separately managed accounts. The Board took into account the Advisor’s annual process to determine that a Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act, which included an analysis of the advisory fees paid by the separately managed accounts to the Advisor outside of the Series as compared to the advisory fees paid by the Series’ other classes to the Advisor. The Board also considered the Advisor’s ongoing monitoring performed throughout the year to prevent ineligible investors from purchasing the Series’ Class W shares. The Board further took into account that, after completing its annual review, the Advisor concluded that each Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act and the Advisor has implemented reasonable measures to monitor the waivers in the Series’ Class W Shares to guard against cross-subsidization in the Series. Based on the results of the Advisor’s annual review of the differential advisory fee waivers related to the Series’ Class W shares and the Advisor’s conclusions thereto, the Board made the determination, based on the information and analysis presented to the Board at the meeting, that the Series’ Class W shares do not provide a means for cross-subsidization in contravention of Rule 18f-3 under the 1940 Act.

 

The Advisor provided the Board with information comparing each Series’ contractual management fees with the Advisor’s standard advisory fees for separate accounts and collective investment trusts. The Board considered that the range of services provided to the Series is more extensive than for the Advisor’s other clients due to additional infrastructure, administrative and regulatory requirements related to operating a mutual fund.

 

The current advisory fees, 12b-1 Distribution and Service Fees, other expenses (e.g. a combination of Shareholder Services Fees, intermediary sub-TA fees, routine operating expenses and Acquired Fund Fees and Expenses for fund-of-fund Series) and total

 

17

 

 

Callodine Equity Income Series

 

Renewal of Investment Advisory Agreement

(unaudited)

 

expense ratios of each Series and share class were compared and ranked (on both a mean and median basis) against respective peer universes. Respective peer universes included 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, total expenses and net expense ratios for each class of each Series of the Fund and the methodology behind the comparison. At the request of the Board, the Advisor also provided asset weighted percentile rankings by Series that had been calculated using share class data and AUM as of December 31, 2024, as compared to peers. The Board considered that 9 of 14 Series were below median (with the other 5 above median) compared to peers on an asset weighted basis, with 4 of the Series in the lowest quartile or decile. The Board was also provided with information related to the sub-advisory fees for the Rainier Series and the Callodine Series and applicable comparisons. The Board will continue to monitor the fees and expenses of the Series compared to peer groups. Based on their review of the information provided, the Board concluded that the current fees and expenses of each Series of the Fund were reasonable on a comparative basis.

 

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, Rainier’s services and profits with respect to services provided to the Rainier Series, and Callodine’s services and profits with respect to services provided to the Callodine Series, under the Agreements. The Board was provided with information on the Advisor’s financial condition and profitability by mutual fund agreement and by Series. The Board discussed the Advisor’s revenues generated from the Fund and its expenses associated with providing the services under the Agreements. The Advisor presented the Board with information on firm-wide investment management profitability to provide a 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 noted the Advisor’s explanation of the consistent approach taken in calculating profitability, compared to prior periods, including the allocation of expenses as part of that calculation. The Board considered the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services payments above the Board approved fund limits, 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, Rainier’s and Callodine’s profit margins relating to their services provided under the applicable Agreements were reasonable. The Board also concluded that the Rainier Series and the Callodine Series would need to grow in assets before Rainier and Callodine, respectively, would be able to achieve meaningful economies of scale. The Board also considered the Advisor’s willingness to continue its current expense limitation and fee waiver arrangements with the Series.

 

The Board also considered the other benefits the Advisor, Rainier and Callodine derive from their relationship with the Fund. Such other benefits include participation in a joint insurance program, sharing of personnel, sharing of compensation expenses for certain shared personnel, relationships with large service providers, the utilization of Series within the Advisor’s separately managed accounts and certain research services provided by soft dollars. The Board concluded that these additional benefits to the Advisor, Rainier and Callodine were reasonable.

 

Conclusion

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including all of the Independent Directors, concluded that the compensation under the Agreements was fair and reasonable with respect to each Series 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, and that the renewal of the Agreements would be in the best interests of each Series and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Agreements, but indicated that the Board based its determination on the total mix of information available to it.

 

18

 

 

Callodine 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
On Manning & Napier's web site  www.manning-napier.com

  

Quarterly Portfolio Holdings

 

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

 

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

 

Prospectus and Statement of Additional Information (SAI)

 

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling 1-(800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

 

Additional information available at www.manning-napier.com

 

1.Fund Holdings - Quarter-End

2.Shareholder Report - Annual

3.Shareholder Report - Semi-Annual

4.Financial Statement and Other Information - Annual

5.Financial Statement and Other Information - 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. (the Fund) is managed by Manning & Napier. Manning & Napier Investor Services, Inc. (MNBD), an affiliate of Manning & Napier, is the distributor of the Fund shares. Manning & Napier has contracted Callodine Capital Management, LP, an affiliate of Manning & Napier and MNBD, to sub-advise the Callodine Equity Income Series.

 

MNCEI-06/25-SAR

 

 

 

19

 

 

(b) An open-end management investment company registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A] must file the information required by Item 13 of Form N-1A.

 

The Financial Highlights are included with the Financial Statements under Item 7(a).

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

The information is included as part of the Financial Statements filed under Item 7 of this form.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

The information is included as part of the Financial Statements filed under Item 7 of this form.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 15. 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 16. Controls and Procedures.

 

(a) Based on their evaluation of the Funds' disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds' Principal Executive Officer and Principal Financial Officer have concluded that the Funds' disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds' officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

 

(b) During the period covered by this report, there have been no changes in the Funds' internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds' internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

 

 

 

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

Not applicable.

 

Item 19. Exhibits.

 

  (a)(1) Not applicable for Semi-Annual Reports.
     
  (a)(2) Not applicable for Semi-Annual Reports.
     
  (a)(3) 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)(4) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
     
  (a)(5) There was no change in the Registrant's independent public accountant during the period covered by the report.
     
  (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-99.906 CERT. The certification furnished pursuant to this paragraph is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Manning & Napier Fund, Inc.

 

 

/s/ Paul J. Battaglia  
Paul J. Battaglia  
President & Principal Executive Officer  
Manning & Napier Fund, Inc.  
Date: September 2, 2025  

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

/s/ Paul J. Battaglia  
Paul J. Battaglia  
President & Principal Executive Officer  
Manning & Napier Fund, Inc.  
Date: September 2, 2025  

 

 

/s/ Jill Peeper  
Jill Peeper  
Treasurer and Principal Financial Officer  
Manning & Napier Fund, Inc.  
Date: September 2, 2025  

 

 

 


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