UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04087
(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, 2026 through
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.
| (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, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS - 22.1% | ||||||||
| Non-Convertible Corporate Bonds- 22.1% | ||||||||
| Communication Services - 1.4% | ||||||||
| Interactive Media & Services - 0.9% | ||||||||
| Meta Platforms, Inc., 5.25%, 5/15/2036 | 6,050,000 | $ | 6,005,882 | |||||
| Wireless Telecommunication Services - 0.5% | ||||||||
| Sprint Capital Corp., 8.75%, 3/15/2032 | 2,600,000 | 3,062,732 | ||||||
| Total Communication Services | 9,068,614 | |||||||
| Consumer Discretionary - 1.4% | ||||||||
| Diversified Consumer Services - 1.0% | ||||||||
| Cornell Univ., 4.169%, 6/15/2030 | 6,400,000 | 6,338,267 | ||||||
| Hotels, Restaurants & Leisure - 0.4% | ||||||||
| Airbnb, Inc., 4.65%, 3/16/2031 | 3,075,000 | 3,054,614 | ||||||
| Total Consumer Discretionary | 9,392,881 | |||||||
| Consumer Staples - 0.5% | ||||||||
| Beverages - 0.5% | ||||||||
| Becle S.A.B. de C.V. (Mexico), 2.50%, 10/14/20312 | 3,600,000 | 3,088,119 | ||||||
| Energy - 2.1% | ||||||||
| Oil, Gas & Consumable Fuels - 2.1% | ||||||||
| Cameron LNG LLC, 3.302%, 1/15/20352 | 3,660,000 | 3,191,400 | ||||||
| Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039 | 4,905,000 | 5,397,002 | ||||||
| Energy Transfer LP, 6.50%, 2/1/2042 | 5,125,000 | 5,415,575 | ||||||
| Total Energy | 14,003,977 | |||||||
| Financials - 9.7% | ||||||||
| Banks - 4.6% | ||||||||
| Bank of America Corp., (U.S. Secured Overnight Financing Rate + 1.320%), 2.687%, 4/22/20323 | 5,580,000 | 5,055,030 | ||||||
| Citigroup, Inc., (U.S. Secured Overnight Financing Rate + 1.171%), 4.503%, 9/11/20313 | 4,700,000 | 4,637,272 | ||||||
| Citizens Financial Group, Inc., (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 1.450%), 5.299%, 1/29/20363 | 3,130,000 | 3,100,121 | ||||||
| Huntington Bancshares, Inc., 2.55%, 2/4/2030 | 1,640,000 | 1,515,363 | ||||||
| JPMorgan Chase & Co., (3 mo. U.S. Secured Overnight Financing Rate + 3.790%), 4.493%, 3/24/20313 | 6,210,000 | 6,156,412 | ||||||
| Morgan Stanley Private Bank NA, (U.S. Secured Overnight Financing Rate + 0.762%), 4.213%, 2/8/20303 | 4,710,000 | 4,648,324 | ||||||
| The PNC Financial Services Group, Inc., (U.S. Secured Overnight Financing Rate + 1.333%), 4.899%, 5/13/20313 | 4,870,000 | 4,895,741 | ||||||
| 30,008,263 | ||||||||
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Financials (continued) | ||||||||
| Capital Markets - 1.4% | ||||||||
| Blackstone Private Credit Fund, 5.95%, 5/15/2031 | 3,060,000 | $ | 3,014,415 | |||||
| Jefferies Financial Group, Inc., 6.20%, 4/14/2034 | 5,930,000 | 6,069,370 | ||||||
| 9,083,785 | ||||||||
| Consumer Finance - 1.0% | ||||||||
| Capital One Financial Corp., (U.S. Secured Overnight Financing Rate + 2.860%), 6.377%, 6/8/20343 | 6,215,000 | 6,576,057 | ||||||
| Financial Services - 1.4% | ||||||||
| Apollo Global Management, Inc., | ||||||||
| 5.15%, 8/12/2035 | 3,200,000 | 3,110,761 | ||||||
| 5.70%, 3/30/2036 | 3,150,000 | 3,162,108 | ||||||
| Atlas Warehouse Lending Co. LP, 4.95%, 11/15/20302 | 3,110,000 | 3,065,881 | ||||||
| 9,338,750 | ||||||||
| Insurance - 1.3% | ||||||||
| Athene Global Funding, 5.033%, 7/17/20302 | 3,060,000 | 3,032,449 | ||||||
| SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029 | 3,420,000 | 3,571,529 | ||||||
| Universal Insurance Holdings, Inc., 7.75%, 6/30/20312 | 1,600,000 | 1,664,924 | ||||||
| 8,268,902 | ||||||||
| Total Financials | 63,275,757 | |||||||
| Health Care - 0.5% | ||||||||
| Health Care Equipment & Supplies - 0.5% | ||||||||
| VSP Optical Group, Inc., 5.40%, 6/1/20332 | 3,030,000 | 3,038,735 | ||||||
| Industrials - 1.0% | ||||||||
| Construction Materials - 0.5% | ||||||||
| Eagle Materials, Inc., 5.00%, 3/15/2036 | 3,200,000 | 3,091,770 | ||||||
| Trading Companies & Distributors - 0.5% | ||||||||
| AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028 | 3,490,000 | 3,360,985 | ||||||
| Total Industrials | 6,452,755 | |||||||
| Information Technology - 0.7% | ||||||||
| Software - 0.7% | ||||||||
| Constellation Software, Inc. (Canada), 5.461%, 2/16/20342 | 4,670,000 | 4,573,966 | ||||||
| Materials - 1.2% | ||||||||
| Metals & Mining - 1.2% | ||||||||
| Corp. Nacional del Cobre de Chile (Chile), 5.529%, 1/30/20372 | 4,625,000 | 4,551,853 | ||||||
The accompanying notes are an integral part of the financial statements.
1
Core Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Materials (continued) | ||||||||
| Metals & Mining (continued) | ||||||||
| Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20272 | 3,600,640 | $ | 3,567,684 | |||||
| Total Materials | 8,119,537 | |||||||
| Real Estate - 2.1% | ||||||||
| Specialized REITs - 2.1% | ||||||||
| Safehold GL Holdings LLC, | ||||||||
| 2.85%, 1/15/2032 | 2,736,000 | 2,441,730 | ||||||
| 6.10%, 4/1/2034 | 3,286,000 | 3,441,187 | ||||||
| SBA Tower Trust, | ||||||||
| 6.599%, 1/15/20282 | 5,225,000 | 5,277,262 | ||||||
| 4.831%, 10/15/20292 | 2,730,000 | 2,729,709 | ||||||
| Total Real Estate | 13,889,888 | |||||||
| Utilities - 1.5% | ||||||||
| Electric Utilities - 1.0% | ||||||||
| Alexander Funding Trust II, 7.467%, 7/31/20282 | 3,355,000 | 3,508,266 | ||||||
| Duke Energy Florida LLC, 6.40%, 6/15/2038 | 2,770,000 | 3,020,717 | ||||||
| 6,528,983 | ||||||||
| Independent Power and Renewable Electricity Producers - 0.5% | ||||||||
| Palomino Funding Trust I, 7.233%, 5/17/20282 | 3,420,000 | 3,546,136 | ||||||
| Total Utilities | 10,075,119 | |||||||
| TOTAL
CORPORATE BONDS (Identified Cost $144,972,763) | 144,979,348 | |||||||
| ASSET-BACKED SECURITIES - 15.0% | ||||||||
| ALLO Issuer LLC, Series 2024-1A, Class A2, 5.94%, 7/20/20542 | 1,250,000 | 1,258,503 | ||||||
| Amur Equipment Finance Receivables XIV LLC, Series 2024-2A, Class B, 5.20%, 7/21/20312 | 3,444,000 | 3,465,439 | ||||||
| Capital Street Master Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.743%, 5/16/20302,4 | 3,810,000 | 3,809,985 | ||||||
| CF Hippolyta Issuer LLC, | ||||||||
| Series 2020-1, Class B1, 2.28%, 7/15/20602 | 1,484,096 | 896,343 | ||||||
| Series 2021-1A, Class B1, 1.98%, 3/15/20612 | 1,658,708 | 964,722 | ||||||
| Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20492 | 3,250,000 | 3,237,194 | ||||||
| Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20542 | 940,000 | 961,833 | ||||||
| Commonbond Student Loan Trust, Series 2019-AGS, Class A1, 2.54%, 1/25/20472 | 239,329 | 218,346 | ||||||
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| Compass Datacenters Issuer II LLC, Series 2024-2A, Class A1, 5.022%, 8/25/20492 | 2,250,000 | $ | 2,231,812 | |||||
| DataBank Issuer, Series 2023-1A, Class A2, 5.116%, 2/25/20532 | 1,180,000 | 1,167,403 | ||||||
| ECMC Group Student Loan Trust, | ||||||||
| Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.778%, 11/27/20732,4 | 1,903,311 | 1,907,304 | ||||||
| Series 2025-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.050%), 4.678%, 11/25/20742,4 | 2,956,030 | 2,950,785 | ||||||
| ExteNet Issuer LLC, Series 2024- 1A, Class A2, 5.335%, 7/25/2054 (Acquired 07/12/2024, cost $2,977,425)5 | 3,000,000 | 2,725,759 | ||||||
| FIP Master Funding LLC, | ||||||||
| Series 2025-1A, Class A2, 5.16%, 10/15/20552 | 2,994,049 | 2,943,664 | ||||||
| Series 2026-1A, Class A1, 4.90%, 3/15/20562 | 3,896,750 | 3,835,645 | ||||||
| FNA 9 LLC, Series 2026-1, Class A, 5.509%, 4/16/20462,6 | 2,587,051 | 2,583,128 | ||||||
| GGAM Master Trust International Ltd., | ||||||||
| Series 2025-1A, Class A, (Cayman Islands), 5.923%, 9/30/20602 | 2,913,118 | 2,891,208 | ||||||
| Series 2026-1A, Class A, (Cayman Islands), 5.861%, 9/30/20602 | 1,690,000 | 1,689,938 | ||||||
| Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20552 | 1,027,430 | 858,768 | ||||||
| Hageman Capital Issuer Trust, Series 2025-1, Class A, 6.40%, 8/9/20562 | 2,653,933 | 2,611,523 | ||||||
| Hotwire Funding LLC, Series 2023-1A, Class A2, 5.687%, 5/20/20532 | 1,600,000 | 1,605,896 | ||||||
| LEDN Issuer Trust, Series 2026-1A, Class A, 6.748%, 2/25/2041 (Acquired 02/18/2026, cost $4,709,933)5 | 4,710,000 | 4,686,955 | ||||||
| Lyra Music Assets Delaware LP, Series 2025-1A, Class A2, 5.604%, 9/20/20652 | 2,870,986 | 2,881,644 | ||||||
| Navient Private Education Refi Loan Trust, Series 2024-A, Class A, 5.66%, 10/15/20722 | 4,265,830 | 4,333,994 | ||||||
| Oryx Funding LLC, Series 2026-1A, Class A2, 6.299%, 6/5/20562 | 4,355,000 | 4,367,272 | ||||||
| Oxford Finance Credit Fund III LP, Series 2025-A, Class A2, 5.878%, 8/14/20342 | 3,050,000 | 3,052,968 | ||||||
| Oxford Finance Funding LLC, | ||||||||
| Series 2022-1A, Class A2, 3.602%, 2/15/20302 | 1,102,820 | 1,072,520 | ||||||
| Series 2023-1A, Class A2, 6.716%, 2/15/20312 | 1,305,740 | 1,313,432 | ||||||
| Series 2025-1A, Class A2, 5.413%, 2/15/20352 | 2,700,000 | 2,687,896 | ||||||
| Oxford Finance Funding Trust, 6.423%, 9/15/2035 | 1,756,263 | 1,756,263 | ||||||
The accompanying notes are an integral part of the financial statements.
2
Core Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| PEAR LLC, | ||||||||
| Series 2023-1, Class A, 7.42%, 7/15/20352 | 807,253 | $ | 812,484 | |||||
| Series 2024-1, Class A, 6.95%, 2/15/20362 | 548,103 | 547,982 | ||||||
| RAM LLC, Series 2026-1, Class A, 5.463%, 6/15/20462 | 2,100,000 | 2,092,546 | ||||||
| SLC Student Loan Trust, Series 2005-3, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 0.412%), 4.048%, 12/15/20394 | 4,473,468 | 4,346,406 | ||||||
| SMB Private Education Loan Trust, | ||||||||
| Series 2021-A, Class A2A1, (1 mo. U.S. Secured Overnight Financing Rate + 0.844%), 4.470%, 1/15/20532,4 | 3,029,764 | 2,994,701 | ||||||
| Series 2024-D, Class A1A, 5.38%, 7/15/20532 | 4,064,475 | 4,088,855 | ||||||
| SoFi Professional Loan Program Trust, Series 2020-A, Class A2FX, 2.54%, 5/15/20462 | 2,197,926 | 2,113,743 | ||||||
| Tricon Residential Trust, Series 2024- SFR3, Class A, 4.50%, 8/17/20412 | 5,420,886 | 5,337,783 | ||||||
| VB-S1 Issuer LLC, Series 2026-1A, Class C2, 4.693%, 3/15/20562 | 3,825,000 | 3,718,592 | ||||||
| VelocitySBA Loan Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 2.500%), 6.109%, 1/20/2051 (Acquired 03/17/2026, cost $1,266,095)4,5 | 1,283,307 | 1,266,829 | ||||||
| TOTAL
ASSET-BACKED SECURITIES (Identified Cost $100,081,686) | 98,288,063 | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES - 10.0% | ||||||||
| Brean Asset Backed Securities Trust, | ||||||||
| Series 2021-RM2, Class A, 1.75%, 10/25/20612,6 | 1,001,333 | 994,195 | ||||||
| Series 2025-RM13, Class A1, 4.25%, 10/25/20652 | 1,997,643 | 1,921,667 | ||||||
| BX Commercial Mortgage Trust, Series 2026-CSMO, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.400%), 5.025%, 2/15/20432,4 | 3,060,000 | 3,065,993 | ||||||
| CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/20492,6 | 7,019 | 6,623 | ||||||
| Citigroup Mortgage Loan Trust, Inc., Series 2021-INV1, Class A3A, 2.50%, 5/25/20512,6 | 717,010 | 590,200 | ||||||
| CONE Commercial Mortgage Trust, Series 2026-DFW3, Class A, 5.751%, 5/15/20432,6 | 3,390,000 | 3,383,149 | ||||||
| Credit Suisse Mortgage Capital Trust, | ||||||||
| Series 2013-6, Class 2A1, 3.50%, 8/25/20432,6 | 140,238 | 129,659 | ||||||
| Series 2013-IVR2, Class A2, 3.00%, 4/25/20432,6 | 143,795 | 130,547 | ||||||
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| Credit Suisse Mortgage Capital Trust, (continued) | ||||||||
| Series 2013-IVR3, Class A1, 2.50%, 5/25/20432,6 | 42,577 | $ | 37,945 | |||||
| Series 2013-TH1, Class A1, 2.13%, 2/25/20432,6 | 25,677 | 22,502 | ||||||
| Deephaven Residential Mortgage Trust, Series 2021-3, Class A1, 1.194%, 8/25/20662,6 | 3,385,900 | 2,959,488 | ||||||
| Fannie Mae REMICS, | ||||||||
| Series 2018-13, Class PA, 3.00%, 3/25/2048 | 1,213,416 | 1,076,525 | ||||||
| Series 2021-69, Class WJ, 1.50%, 10/25/2050 | 956,205 | 826,757 | ||||||
| Finance Of America Structured Securities Trust, Series 2026-PC2, Class A1, 4.50%, 6/25/20562,6 | 3,100,000 | 3,034,730 | ||||||
| Freddie Mac REMICS, | ||||||||
| Series 5189, Class CP, 2.50%, 6/25/2049 | 1,045,053 | 925,206 | ||||||
| Series 5501, Class JL, 3.50%, 6/25/2048 | 3,275,085 | 2,667,414 | ||||||
| Government National Mortgage Association, | ||||||||
| Series 2017-54, Class AH, 2.60%, 12/16/2056 | 33,011 | 30,796 | ||||||
| Series 2024-64, Class BQ, 5.00%, 4/20/2054 | 3,771,908 | 3,771,287 | ||||||
| GS Mortgage-Backed Securities Corp. Trust, | ||||||||
| Series 2020-PJ3, Class A14, 3.00%, 10/25/20502,6 | 384,193 | 330,926 | ||||||
| Series 2021-INV1, Class A9, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.850%), 4.462%, 12/25/20512,4 | 1,342,213 | 1,300,961 | ||||||
| Series 2021-PJ6, Class A8, 2.50%, 11/25/20512,6 | 948,226 | 841,736 | ||||||
| Series 2021-PJ9, Class A8, 2.50%, 2/26/20522,6 | 935,713 | 829,664 | ||||||
| Imperial Fund Mortgage Trust, Series 2021-NQM3, Class A1, 1.595%, 11/25/20562,6 | 1,046,202 | 889,132 | ||||||
| JP Morgan Mortgage Trust, | ||||||||
| Series 2014-2, Class 1A1, 3.00%, 6/25/20292,6 | 3,993 | 3,960 | ||||||
| Series 2017-6, Class A3, 3.50%, 12/25/20482,6 | 12,435 | 11,225 | ||||||
| Series 2021-4, Class A3B, 2.00%, 8/25/20512,6 | 1,463,950 | 1,149,930 | ||||||
| Series 2022-6, Class A12A, 3.50%, 11/25/20522,6 | 1,113,063 | 1,078,358 | ||||||
| JP Morgan Seasoned Mortgage Trust, | ||||||||
| Series 2024-1, Class A3, 4.358%, 1/25/20632,6 | 1,696,879 | 1,620,083 | ||||||
| Series 2025-1, Class A3, 3.655%, 1/25/20632,6 | 2,245,426 | 2,015,736 | ||||||
The accompanying notes are an integral part of the financial statements.
3
Core Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| New Residential Mortgage Loan Trust, | ||||||||
| Series 2014-1A, Class A, 3.75%, 1/25/20542,6 | 60,955 | $ | 59,421 | |||||
| Series 2014-3A, Class AFX3, 3.75%, 11/25/20542,6 | 30,301 | 28,956 | ||||||
| Series 2015-2A, Class A1, 3.75%, 8/25/20552,6 | 54,656 | 52,736 | ||||||
| Series 2016-4A, Class A1, 3.75%, 11/25/20562,6 | 52,043 | 49,104 | ||||||
| OBX Trust, | ||||||||
| Series 2020-EXP1, Class B21A, 5.177%, 2/25/20602,6 | 7,245,346 | 7,203,481 | ||||||
| Series 2022-INV1, Class A1, 3.00%, 12/25/20512,6 | 1,076,855 | 924,266 | ||||||
| Series 2022-NQM2, Class A1A, 3.783%, 1/25/20622,7 | 2,273,083 | 2,181,409 | ||||||
| Series 2024-NQM1, Class A1, 5.928%, 11/25/20632,7 | 815,297 | 815,394 | ||||||
| Onity Loan Investment Trust, | ||||||||
| Series 2026-HB2, Class A, 3.00%, 5/25/20392,6 | 2,188,247 | 2,141,071 | ||||||
| Series 2026-HB3, Class A, 3.00%, 6/25/20392,6 | 3,880,000 | 3,801,019 | ||||||
| PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 9.654%, 7/25/2029 (Acquired 07/24/2023, cost $174,821)4,5 | 174,819 | 174,804 | ||||||
| PMT Loan Trust, Series 2013-J1, Class A9, 3.50%, 9/25/20432,6 | 479,676 | 444,639 | ||||||
| Provident Funding Mortgage Trust, | ||||||||
| Series 2021-2, Class A2A, 2.00%, 4/25/20512,6 | 1,223,951 | 1,054,274 | ||||||
| Series 2021-INV1, Class A1, 2.50%, 8/25/20512,6 | 2,195,237 | 1,806,581 | ||||||
| RCKT Mortgage Trust, Series 2021-6, Class A1, 2.50%, 12/25/20512,6 | 1,323,218 | 1,088,648 | ||||||
| Sequoia Mortgage Trust, | ||||||||
| Series 2013-4, Class A1, 2.325%, 4/25/20436 | 1,157,356 | 1,008,822 | ||||||
| Series 2013-6, Class A2, 3.00%, 5/25/20436 | 311,571 | 281,640 | ||||||
| Series 2013-7, Class A2, 3.00%, 6/25/20436 | 22,841 | 20,650 | ||||||
| Series 2013-8, Class A1, 3.00%, 6/25/20436 | 65,220 | 59,052 | ||||||
| Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/20412,6 | 266,551 | 253,930 | ||||||
| Towd Point Mortgage Trust, Series 2019-HY1, Class A1, (1 mo. U.S. Secured Overnight Financing Rate + 1.114%), 4.763%, 10/25/20482,4 | 32,838 | 32,854 | ||||||
| Velocity Commercial Capital Loan Trust, Series 2026-1, Class A, 5.10%, 2/25/20562,6 | 3,362,277 | 3,317,296 | ||||||
| Verus Securitization Trust, Series 2024-R1, Class A2, 5.47%, 9/25/20692,7 | 2,641,785 | 2,633,800 | ||||||
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| WinWater Mortgage Loan Trust, | ||||||||
| Series 2015-1, Class A1, 3.50%, 1/20/20452,6 | 12,265 | $ | 11,430 | |||||
| Series 2015-2, Class A11, 3.50%, 2/20/20452,6 | 350,940 | 323,229 | ||||||
| TOTAL
COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $67,442,847) | 65,414,900 | |||||||
| FOREIGN GOVERNMENT BONDS - 0.6% | ||||||||
| Eagle Funding Luxco S.A.R.L (Mexico), 5.50%, 8/17/20302 | ||||||||
| (Identified Cost $3,776,953) | 3,785,000 | 3,795,074 | ||||||
| MUNICIPAL BONDS - 1.0% | ||||||||
| Commonwealth of Massachusetts, Public Impt., G.O. Bond, 5.306%, 1/1/2030 | 2,650,000 | 2,694,667 | ||||||
| Metropolitan Government of Nashville & Davidson County, Public Impt., G.O. Bond, 5.707%, 7/1/2034 | 2,835,000 | 2,919,032 | ||||||
| South Carolina Public Service Authority, Series B, Revenue Bond, 2.329%, 12/1/2028 | 600,000 | 569,770 | ||||||
| TOTAL
MUNICIPAL BONDS (Identified Cost $6,251,150) | 6,183,469 | |||||||
| EXCHANGE-TRADED FUNDS - 3.0% | ||||||||
| State Street SPDR Portfolio Intermediate Term Corporate Bond ETF | 395,458 | 13,232,024 | ||||||
| State Street SPDR Portfolio Short Term Corporate Bond ETF | 222,682 | 6,682,687 | ||||||
| TOTAL
EXCHANGE-TRADED FUNDS (Identified Cost $19,878,986) | 19,914,711 | |||||||
| U.S. TREASURY SECURITIES - 36.4% | ||||||||
| U.S. Treasury Bonds - 19.0% | ||||||||
| U.S. Treasury Bond | ||||||||
| 2.375%, 2/15/2042 | 50,072,000 | 36,521,265 | ||||||
| 3.00%, 5/15/2047 | 50,056,000 | 37,166,580 | ||||||
| 3.625%, 2/15/2053 | 47,808,000 | 38,238,930 | ||||||
| U.S. Treasury Inflation Indexed Bonds | ||||||||
| 2.125%, 2/15/2041 | 6,628,731 | 6,335,617 | ||||||
| 2.375%, 2/15/2055 | 6,743,814 | 6,211,158 | ||||||
| Total
U.S. Treasury Bonds (Identified Cost $129,336,655) | 124,473,550 | |||||||
| U.S. Treasury Notes - 17.4% | ||||||||
| U.S. Treasury Note | ||||||||
| 0.875%, 11/15/2030 | 22,694,000 | 19,704,775 | ||||||
The accompanying notes are an integral part of the financial statements.
4
Core Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| U.S. TREASURY SECURITIES (continued) | ||||||||
| U.S. Treasury Notes (continued) | ||||||||
| U.S. Treasury Note (continued) | ||||||||
| 1.375%, 11/15/2031 | 20,702,000 | $ | 17,879,735 | |||||
| 4.125%, 11/15/2032 | 19,964,000 | 19,786,196 | ||||||
| 4.50%, 11/15/2033 | 18,174,000 | 18,357,160 | ||||||
| 4.25%, 11/15/2034 | 19,913,000 | 19,720,093 | ||||||
| 4.00%, 11/15/2035 | 19,338,000 | 18,706,493 | ||||||
| Total
U.S. Treasury Notes (Identified Cost $115,092,201) | 114,154,452 | |||||||
| TOTAL
U.S. TREASURY SECURITIES (Identified Cost $244,428,856) | 238,628,002 | |||||||
| U.S. GOVERNMENT AGENCIES - 10.8% | ||||||||
| Mortgage-Backed Securities - 10.8% | ||||||||
| Fannie Mae | ||||||||
| Pool #MA3463, UMBS, 4.00%, 9/1/2033 | 47,013 | 46,303 | ||||||
| Pool #MA1834, UMBS, 4.50%, 2/1/2034 | 16,217 | 16,149 | ||||||
| Pool #995876, UMBS, 6.00%, 11/1/2038 | 34,931 | 36,480 | ||||||
| Pool #MA4203, UMBS, 2.50%, 12/1/2040 | 1,934,062 | 1,742,282 | ||||||
| Pool #AI5172, UMBS, 4.00%, 8/1/2041 | 26,649 | 25,750 | ||||||
| Pool #AH3858, UMBS, 4.50%, 8/1/2041 | 114,439 | 113,104 | ||||||
| Pool #MA4633, UMBS, 3.50%, 6/1/2042 | 1,488,145 | 1,388,617 | ||||||
| Pool #FS4616, UMBS, 5.00%, 5/1/2043 | 3,254,895 | 3,270,574 | ||||||
| Pool #AL7729, UMBS, 4.00%, 6/1/2043 | 32,860 | 31,751 | ||||||
| Pool #AX1685, UMBS, 3.50%, 11/1/2044 | 303,010 | 284,190 | ||||||
| Pool #AY8604, UMBS, 3.50%, 4/1/2045 | 45,561 | 42,252 | ||||||
| Pool #BC6764, UMBS, 3.50%, 4/1/2046 | 21,181 | 19,570 | ||||||
| Pool #BC8677, UMBS, 4.00%, 5/1/2046 | 15,817 | 15,066 | ||||||
| Pool #AS7931, UMBS, 3.50%, 9/1/2046 | 1,842,843 | 1,695,727 | ||||||
| Pool #AS8522, UMBS, 3.00%, 12/1/2046 | 6,979,341 | 6,153,635 | ||||||
| Pool #BD1191, UMBS, 3.50%, 1/1/2047 | 130,019 | 120,130 | ||||||
| Pool #BE7845, UMBS, 4.50%, 2/1/2047 | 26,941 | 26,401 | ||||||
| Pool #FS8139, UMBS, 2.00%, 4/1/2047 | 10,446,232 | 8,420,613 | ||||||
| Pool #MA3007, UMBS, 3.00%, 4/1/2047 | 514,214 | 458,906 | ||||||
| Pool #FM2232, UMBS, 4.00%, 6/1/2048 | 74,409 | 70,636 | ||||||
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| U.S. GOVERNMENT AGENCIES (continued) | ||||||||
| Mortgage-Backed Securities (continued) | ||||||||
| Fannie Mae (continued) | ||||||||
| Pool #AL8674, 5.618%, 1/1/2049 | 158,424 | $ | 163,260 | |||||
| Pool #FS9332, UMBS, 3.00%, 3/1/2050 | 5,597,508 | 5,006,747 | ||||||
| Pool #CA5518, UMBS, 3.00%, 4/1/2050 | 3,588,678 | 3,178,121 | ||||||
| Pool #FS7251, UMBS, 3.00%, 5/1/2052 | 8,421,658 | 7,431,201 | ||||||
| Pool #MA4807, UMBS, 5.50%, 11/1/2052 | 2,565,781 | 2,595,608 | ||||||
| Pool #FS7999, UMBS, 5.50%, 4/1/2054 | 9,999,951 | 10,117,570 | ||||||
| Freddie Mac | ||||||||
| Pool #D98711, 4.50%, 7/1/2031 | 22,067 | 22,034 | ||||||
| Pool #C91746, 4.50%, 12/1/2033 | 20,275 | 20,213 | ||||||
| Pool #C91771, 4.50%, 6/1/2034 | 29,251 | 29,160 | ||||||
| Pool #C91780, 4.50%, 7/1/2034 | 28,459 | 28,372 | ||||||
| Pool #C91832, 3.50%, 6/1/2035 | 128,879 | 124,607 | ||||||
| Pool #G08268, 5.00%, 5/1/2038 | 191,207 | 192,956 | ||||||
| Pool #G05900, 6.00%, 3/1/2040 | 12,404 | 12,971 | ||||||
| Pool #A92889, 4.50%, 7/1/2040 | 81,751 | 81,008 | ||||||
| Pool #A93451, 4.50%, 8/1/2040 | 230,023 | 227,932 | ||||||
| Pool #G60513, 5.00%, 7/1/2041 | 174,153 | 175,747 | ||||||
| Pool #G60071, 4.50%, 7/1/2042 | 74,024 | 73,351 | ||||||
| Pool #RB5188, UMBS, 4.00%, 10/1/2042 | 2,556,023 | 2,457,936 | ||||||
| Pool #Q17513, 3.50%, 4/1/2043 | 49,921 | 46,744 | ||||||
| Pool #Q37857, 4.00%, 12/1/2045 | 175,464 | 167,966 | ||||||
| Pool #G60855, 4.50%, 12/1/2045 | 68,068 | 67,103 | ||||||
| Pool #Q38388, 4.00%, 1/1/2046 | 150,729 | 144,417 | ||||||
| Pool #Q47544, 4.00%, 3/1/2047 | 157,678 | 150,327 | ||||||
| Pool #Q47130, 4.50%, 4/1/2047 | 23,364 | 22,880 | ||||||
| Pool #SD8044, UMBS, 3.00%, 2/1/2050 | 2,191,667 | 1,934,752 | ||||||
| Pool #SD1360, UMBS, 5.50%, 7/1/2052 | 2,902,330 | 2,938,418 | ||||||
| Pool #RJ0062, UMBS, 5.00%, 10/1/2053 | 2,711,518 | 2,686,261 | ||||||
| Pool #SD4235, UMBS, 6.00%, 11/1/2053 | 1,187,731 | 1,227,977 | ||||||
| Pool #SD5413, UMBS, 5.00%, 5/1/2054 | 5,763,519 | 5,700,553 | ||||||
| TOTAL
U.S. GOVERNMENT AGENCIES (Identified Cost $71,168,669) | 71,004,328 | |||||||
The accompanying notes are an integral part of the financial statements.
5
Core Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/ PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| SHORT-TERM INVESTMENT - 0.7% | ||||||||
| BNY Dreyfus Government Cash Management, Institutional Shares, 3.60%8 | ||||||||
| (Identified Cost $4,546,621) | 4,546,621 | $ | 4,546,621 | |||||
| TOTAL INVESTMENTS
- 99.6% (Identified Cost $662,548,531) | 652,754,516 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 0.4% | 2,404,446 | |||||||
| NET ASSETS - 100% | $ | 655,158,962 | ||||||
| ETF - Exchange-Traded Fund |
| G.O. Bond - General Obligation Bond |
| Impt. - Improvement |
| 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, 2026 was $186,709,256, which represented 28.5% 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, 2026. |
| 4Floating rate security. Rate shown is the rate in effect as of June 30, 2026. |
| 5Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2026 was $8,854,347, or 1.4% of the Series’ Net Assets. |
| 6Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of June 30, 2026. |
| 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, 2026. |
| 8Rate shown is the current yield as of June 30, 2026. |
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, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $662,548,531) (Note 2) | $ | 652,754,516 | ||
| Receivable from Advisor1 | 11,298 | |||
| Interest receivable | 4,614,927 | |||
| Receivable for fund shares sold | 200,621 | |||
| Receivable for securities sold | 170,000 | |||
| Prepaid expenses | 27,632 | |||
| TOTAL ASSETS | 657,778,994 | |||
| LIABILITIES: | ||||
| Due to custodian | 24,603 | |||
| Accrued fund accounting and administration fees1 | 26,405 | |||
| Accrued sub-transfer agent fees1 | 3,056 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 452 | |||
| Payable for securities purchased | 1,689,938 | |||
| Payable for fund shares repurchased | 789,035 | |||
| Other payables and accrued expenses | 84,286 | |||
| TOTAL LIABILITIES | 2,620,032 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 655,158,962 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 713,268 | ||
| Additional paid-in-capital | 710,781,880 | |||
| Total distributable earnings (loss) | (56,336,186 | ) | ||
| TOTAL NET ASSETS | $ | 655,158,962 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($2,113,371/230,187 shares) | $ | 9.18 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($5,320,400/580,697 shares) | $ | 9.16 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($631,512,098/68,746,505 shares) | $ | 9.19 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z ($16,213,093/1,769,437 shares) | $ | 9.16 | ||
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, 2026 (unaudited)
INVESTMENT INCOME:
| Interest | $ | 14,949,354 | ||
| Dividends | 179,151 | |||
| Total Investment Income | 15,128,505 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 777,236 | |||
| Fund accounting and administration fees (Note 3) | 69,550 | |||
| Directors’ fees (Note 3) | 42,443 | |||
| Chief Compliance Officer service fees (Note 3) | 4,365 | |||
| Sub-transfer agent fees (Note 3) | 4,045 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 2,871 | |||
| Professional fees | 43,575 | |||
| Registration and filing fees | 28,728 | |||
| Custodian fees | 11,099 | |||
| Miscellaneous | 52,081 | |||
| Total Expenses | 1,035,993 | |||
| Less reduction of expenses (Note 3) | (841,642 | ) | ||
| Net Expenses | 194,351 | |||
| NET INVESTMENT INCOME | 14,934,154 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | 2,449,417 | |||
| Net change in unrealized appreciation (depreciation) on investments | (11,582,340 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | (9,132,923 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 5,801,231 |
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 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 14,934,154 | $ | 31,382,483 | ||||
| Net realized gain (loss) on investments | 2,449,417 | (957,388 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments | (11,582,340 | ) | 17,070,729 | |||||
| Net increase (decrease) from operations | 5,801,231 | 47,495,824 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (46,037 | ) | (115,898 | ) | ||||
| Class I | (107,774 | ) | (223,611 | ) | ||||
| Class W | (13,659,180 | ) | (30,155,304 | ) | ||||
| Class Z | (366,522 | ) | (845,581 | ) | ||||
| Total distributions to shareholders | (14,179,513 | ) | (31,340,394 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | 30,008,941 | (44,375,440 | ) | |||||
| Net increase (decrease) in net assets | 21,630,659 | (28,220,010 | ) | |||||
| NET ASSETS: | ||||||||
| Beginning of period | 633,528,303 | 661,748,313 | ||||||
| End of period | $ | 655,158,962 | $ | 633,528,303 | ||||
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 | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.31 | $9.09 | $9.34 | $9.18 | $10.82 | $11.28 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.19 | 0.38 | 0.37 | 0.32 | 0.19 | 0.12 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.14 | ) | 0.23 | (0.27 | ) | 0.18 | (1.62 | ) | (0.33 | ) | ||||||||||||||
| Total from investment operations | 0.05 | 0.61 | 0.10 | 0.50 | (1.43 | ) | (0.21 | ) | ||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.18 | ) | (0.39 | ) | (0.35 | ) | (0.32 | ) | (0.21 | ) | (0.12 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.13 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.18 | ) | (0.39 | ) | (0.35 | ) | (0.34 | ) | (0.21 | ) | (0.25 | ) | ||||||||||||
| Net asset value - End of period | $9.18 | $9.31 | $9.09 | $9.34 | $9.18 | $10.82 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $2,113 | $2,357 | $3,352 | $2,536 | $1,967 | $4,185 | ||||||||||||||||||
| Total return2 | 0.59% | 6.81% | 1.06% | 5.58% | (13.30% | ) | (1.89% | ) | ||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses | 0.67% | 3 | 0.66% | 0.70% | 0.67% | 0.70% | 0.65% | |||||||||||||||||
| Net investment income | 4.19% | 3 | 4.16% | 3.97% | 3.44% | 1.88% | 1.07% | |||||||||||||||||
| Series portfolio turnover | 30% | 38% | 55% | 73% | 101% | 69% | ||||||||||||||||||
1Calculated based on average shares outstanding during the periods.
2Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. 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 I
| FOR THE | FOR THE YEAR ENDED | |||||||||||||||||||||||
| SIX MONTHS | ||||||||||||||||||||||||
| ENDED | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.29 | $9.08 | $9.36 | $9.24 | $10.90 | $11.38 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.20 | 0.40 | 0.38 | 0.34 | 0.22 | 0.14 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.14 | ) | 0.22 | (0.26 | ) | 0.17 | (1.63 | ) | (0.33 | ) | ||||||||||||||
| Total from investment operations | 0.06 | 0.62 | 0.12 | 0.51 | (1.41 | ) | (0.19 | ) | ||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.19 | ) | (0.41 | ) | (0.40 | ) | (0.37 | ) | (0.25 | ) | (0.15 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.14 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.19 | ) | (0.41 | ) | (0.40 | ) | (0.39 | ) | (0.25 | ) | (0.29 | ) | ||||||||||||
| Net asset value - End of period | $9.16 | $9.29 | $9.08 | $9.36 | $9.24 | $10.90 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $5,320 | $4,908 | $5,225 | $11,183 | $4,303 | $6,621 | ||||||||||||||||||
| Total return2 | 0.70% | 6.93% | 1.31% | 5.75% | (13.01% | ) | (1.65% | ) | ||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.45% | 3 | 0.45% | 4 | 0.45% | 0.45% | 0.45% | 0.45% | ||||||||||||||||
| Net investment income | 4.42% | 3 | 4.37% | 4.15% | 3.75% | 2.27% | 1.29% | |||||||||||||||||
| Series portfolio turnover | 30% | 38% | 55% | 73% | 101% | 69% | ||||||||||||||||||
*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
| 0.00% | 3,5 | N/A | 0.01% | 0.03% | 0.04% | 0.02% |
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 with no impact to the expense ratio.
5Less than 0.01%.
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 | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.31 | $9.09 | $9.34 | $9.18 | $10.82 | $11.27 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.22 | 0.44 | 0.43 | 0.37 | 0.26 | 0.19 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investment | (0.13 | ) | 0.22 | (0.27 | ) | 0.18 | (1.64 | ) | (0.33 | ) | ||||||||||||||
| Total from investment operations | 0.09 | 0.66 | 0.16 | 0.55 | (1.38 | ) | (0.14 | ) | ||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.21 | ) | (0.44 | ) | (0.41 | ) | (0.37 | ) | (0.26 | ) | (0.18 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.13 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.21 | ) | (0.44 | ) | (0.41 | ) | (0.39 | ) | (0.26 | ) | (0.31 | ) | ||||||||||||
| Net asset value - End of period | $9.19 | $9.31 | $9.09 | $9.34 | $9.18 | $10.82 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $631,512 | $607,759 | $634,412 | $287,175 | $275,472 | $344,304 | ||||||||||||||||||
| Total return2 | 0.98% | 7.43% | 1.78% | 6.15% | (12.76% | ) | (1.25% | ) | ||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.05% | 3 | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | |||||||||||||||||
| Net investment income | 4.82% | 3 | 4.77% | 4.63% | 4.03% | 2.68% | 1.68% | |||||||||||||||||
| Series portfolio turnover | 30% | 38% | 55% | 73% | 101% | 69% | ||||||||||||||||||
*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 | 0.28% | 0.29% | 0.33% | 0.32% | 0.30% |
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 Z
| FOR THE | FOR THE YEAR ENDED | |||||||||||||||||||||||
| SIX MONTHS | ||||||||||||||||||||||||
| ENDED | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.29 | $9.07 | $9.34 | $9.22 | $10.88 | $11.36 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.21 | 0.42 | 0.40 | 0.35 | 0.24 | 0.16 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.14 | ) | 0.22 | (0.26 | ) | 0.17 | (1.64 | ) | (0.34 | ) | ||||||||||||||
| Total from investment operations | 0.07 | 0.64 | 0.14 | 0.52 | (1.40 | ) | (0.18 | ) | ||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.20 | ) | (0.42 | ) | (0.41 | ) | (0.38 | ) | (0.26 | ) | (0.16 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.14 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.20 | ) | (0.42 | ) | (0.41 | ) | (0.40 | ) | (0.26 | ) | (0.30 | ) | ||||||||||||
| Net asset value - End of period | $9.16 | $9.29 | $9.07 | $9.34 | $9.22 | $10.88 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $16,213 | $18,504 | $18,759 | $25,023 | $22,480 | $25,281 | ||||||||||||||||||
| Total return2 | 0.76% | 7.18% | 1.52% | 5.85% | (12.86% | ) | (1.53% | ) | ||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.30% | 3 | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | |||||||||||||||||
| Net investment income | 4.56% | 3 | 4.52% | 4.35% | 3.78% | 2.46% | 1.43% | |||||||||||||||||
| Series portfolio turnover | 30% | 38% | 55% | 73% | 101% | 69% | ||||||||||||||||||
*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% | 3 | 0.03% | 0.04% | 0.08% | 0.07% | 0.05% |
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.
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, 2026, 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.
| 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.
Short-term investments that mature in sixty days or less may be valued at amortized cost, which approximates fair value.
14
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Security Valuation (continued)
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 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, 2026 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 | $ | 309,632,330 | $ | — | $ | 309,632,330 | $ | — | ||||||||
15
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
| Fair Value (continued) | ||||||||||||||||
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| States and political subdivisions (municipals) | $ | 6,183,469 | $ | — | $ | 6,183,469 | $ | — | ||||||||
| Corporate debt: | ||||||||||||||||
| Communication Services | 9,068,614 | — | 9,068,614 | — | ||||||||||||
| Consumer Discretionary | 9,392,881 | — | 9,392,881 | — | ||||||||||||
| Consumer Staples | 3,088,119 | — | 3,088,119 | — | ||||||||||||
| Energy | 14,003,977 | — | 14,003,977 | — | ||||||||||||
| Financials | 63,275,757 | — | 63,275,757 | — | ||||||||||||
| Health Care | 3,038,735 | — | 3,038,735 | — | ||||||||||||
| Industrials | 6,452,755 | — | 6,452,755 | — | ||||||||||||
| Information Technology | 4,573,966 | — | 4,573,966 | — | ||||||||||||
| Materials | 8,119,537 | — | 8,119,537 | — | ||||||||||||
| Real Estate | 13,889,888 | — | 13,889,888 | — | ||||||||||||
| Utilities | 10,075,119 | — | 10,075,119 | — | ||||||||||||
| Asset-backed securities | 98,288,063 | — | 98,288,063 | — | ||||||||||||
| Commercial mortgage-backed securities | 65,414,900 | — | 65,414,900 | — | ||||||||||||
| Foreign government bonds | 3,795,074 | — | 3,795,074 | — | ||||||||||||
| Exchange-Traded Funds | 19,914,711 | 19,914,711 | — | — | ||||||||||||
| Short-Term Investment | 4,546,621 | 4,546,621 | — | — | ||||||||||||
| Total assets | $ | 652,754,516 | $ | 24,461,332 | $ | 628,293,184 | $ | — | ||||||||
There were no Level 3 securities held by the Series as of December 31, 2025 or June 30, 2026.
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
16
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Foreign Currency Translation (continued)
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.
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
17
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Securities Purchased on a When-Issued Basis or Forward Commitment (continued)
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, 2026.
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, 2026.
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, 2026, 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, 2022 through December 31, 2025. 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
18
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Indemnifications (continued)
also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
Other
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. During the six months ended June 30, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $1,033 and $3,012, 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 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
19
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
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 $746,674 in management fees for Class W shares for the six months ended June 30, 2026. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $23, $92,299 and $2,646 for Class I, Class W and Class Z shares respectively, for the six months ended June 30, 2026. These amounts are included as a reduction of expenses on the Statement of Operations.
As of June 30, 2026, 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 | 2029 | TOTAL | ||||||||||||||||
| Class I | $ | 1,377 | $ | 577 | $ | — | $ | 23 | $ | 1,977 | ||||||||||
| Class W | 115,130 | 174,694 | 178,050 | 92,299 | 560,173 | |||||||||||||||
| Class Z | 9,862 | 8,453 | 5,240 | 2,646 | 26,201 | |||||||||||||||
| 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $142,307,319 and $82,182,407, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $74,772,662 and $104,449,714, respectively.
20
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 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 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 2,413 | $ | 22,443 | 34,520 | $ | 319,154 | ||||||||||
| Reinvested | 4,952 | 45,743 | 12,468 | 115,352 | ||||||||||||
| Repurchased | (30,294 | ) | (279,147 | ) | (162,431 | ) | (1,501,537 | ) | ||||||||
| Total | (22,929 | ) | $ | (210,961 | ) | (115,443 | ) | $ | (1,067,031 | ) | ||||||
| CLASS I | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 290,527 | $ | 2,698,216 | 154,761 | $ | 1,426,593 | ||||||||||
| Reinvested | 11,689 | 107,774 | 24,204 | 223,611 | ||||||||||||
| Repurchased | (249,774 | ) | (2,328,416 | ) | (226,427 | ) | (2,104,546 | ) | ||||||||
| Total | 52,442 | $ | 477,574 | (47,462 | ) | $ | (454,342 | ) | ||||||||
| CLASS W | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 10,952,945 | $ | 100,997,414 | 6,535,899 | $ | 60,369,697 | ||||||||||
| Reinvested | 1,445,057 | 13,354,555 | 3,183,891 | 29,477,850 | ||||||||||||
| Repurchased | (8,911,608 | ) | (82,544,417 | ) | (14,228,557 | ) | (132,006,294 | ) | ||||||||
| Total | 3,486,394 | $ | 31,807,552 | (4,508,767 | ) | $ | (42,158,747 | ) | ||||||||
| CLASS Z | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 42,073 | $ | 388,138 | 49,929 | $ | 462,714 | ||||||||||
| Reinvested | 39,679 | 365,814 | 91,491 | 845,050 | ||||||||||||
| Repurchased | (304,165 | ) | (2,819,176 | ) | (217,434 | ) | (2,003,084 | ) | ||||||||
| Total | (222,413 | ) | $ | (2,065,224 | ) | (76,014 | ) | $ | (695,320 | ) | ||||||
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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, the Series did not borrow under the line of credit.
21
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 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, 2026.
| 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, 2025 were as follows:
| Ordinary income | $ | 31,340,394 |
At June 30, 2026, 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 | $ | 664,283,769 | ||
| Unrealized appreciation | 2,356,228 | |||
| Unrealized depreciation | (13,885,481 | ) | ||
| Net unrealized depreciation | $ | (11,529,253 | ) |
As of December 31, 2025, the Series had net short-term capital loss carryforwards of $14,974,570 and net long-term capital loss carryforwards of $33,191,866, which may be carried forward indefinitely.
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors,
22
Core Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 11. | Market Event (continued) |
and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
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 19, 2026, 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 5, 2026 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 with data from 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 and
24
Core Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
25
Core Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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 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.
MNCOB-06/26-SAR
27
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| Unconstrained Bond Series |
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| PREFERRED STOCKS - 0.1% | ||||||||
| Consumer Discretionary - 0.1% | ||||||||
| Broadline Retail - 0.1% | ||||||||
| North-Sono Preference2 | ||||||||
| (Identified Cost $411,852) | 647,220 | $ | 407,093 | |||||
| LOAN ASSIGNMENTS - 1.1% | ||||||||
| C&S Wholesale Grocers, Inc., Initial Term Loan B, (3 mo. U.S. Secured Overnight Financing Rate + 5.000%), 8.732%, 9/23/20303 | 3,970,000 | 3,806,238 | ||||||
| WestJet Loyalty LP, Initial Term Loan (Canada) (3 mo. U.S. Secured Overnight Financing Rate + 2.750%), 6.482%, 2/14/20313 | 4,887,500 | 4,728,656 | ||||||
| TOTAL
LOAN ASSIGNMENTS (Identified Cost $8,757,288) | 8,534,894 | |||||||
| CORPORATE BONDS - 18.6% | ||||||||
| Non-Convertible Corporate Bonds- 18.6% | ||||||||
| Communication Services - 0.5% | ||||||||
| Media - 0.5% | ||||||||
| Open Infra U.S. Assets AB, 11.00%, 2/22/2027 | 3,600,000 | 3,578,970 | ||||||
| Consumer Discretionary - 1.2% | ||||||||
| Broadline Retail - 0.2% | ||||||||
| North Investment Group AB (Sweden) (3 mo. STIB + 7.000%), 9.09%, 12/31/2027 (Acquired 04/22/2021, cost $2,225,482)3,4 | SEK | 18,750,017 | 1,443,652 | |||||
| Hotels, Restaurants & Leisure - 0.5% | ||||||||
| SP Cruises Intermediate Ltd. (Bermuda), 11.50%, 3/14/20305 | 4,000,000 | 3,877,373 | ||||||
| Household Durables - 0.5% | ||||||||
| LGI Homes, Inc., 4.00%, 7/15/20295 | 4,000,000 | 3,719,716 | ||||||
| Total Consumer Discretionary | 9,040,741 | |||||||
| Energy - 2.4% | ||||||||
| Energy Equipment & Services - 0.9% | ||||||||
| Alpine Energy LLC, 13.00%, 4/30/20295 | 4,000,000 | 3,995,286 | ||||||
| Varel Oil & Gas, Inc, 12.25%, 4/7/2028 | 3,375,000 | 2,863,321 | ||||||
| 6,858,607 | ||||||||
| Metals & Mining - 0.4% | ||||||||
| Futura Resources Ltd. (Australia), 13.125%, 1/9/2031 | 4,000,000 | 3,400,000 | ||||||
| Oil, Gas & Consumable Fuels - 1.1% | ||||||||
| International Seaways, Inc., 7.125%, 9/23/2030 | 5,000,000 | 5,048,549 | ||||||
| New Fortress Energy, Inc., 8.75%, 3/15/2029 (Acquired 03/05/2024- 03/06/2024, cost $4,205,813)4 | 4,195,000 | 657,777 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Energy (continued) | ||||||||
| Oil, Gas & Consumable Fuels (continued) | ||||||||
| Samos Energy Infrastructure Ltd. (Jersey), 10.50%, 7/13/20305 | 2,700,000 | $ | 2,699,998 | |||||
| 8,406,324 | ||||||||
| Total Energy | 18,664,931 | |||||||
| Financials - 6.0% | ||||||||
| Banks - 0.3% | ||||||||
| The Bancorp, Inc., 7.375%, 9/1/2030 | 2,275,000 | 2,341,355 | ||||||
| Capital Markets - 1.0% | ||||||||
| Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance, 5.95%, 9/17/20305 | 4,000,000 | 3,833,698 | ||||||
| Icahn Enterprises LP - Icahn Enterprises Finance Corp., 10.00%, 11/15/20295 | 4,000,000 | 3,946,507 | ||||||
| 7,780,205 | ||||||||
| Consumer Finance - 0.6% | ||||||||
| SLM Corp., 6.50%, 1/31/2030 | 4,325,000 | 4,387,593 | ||||||
| Financial Services - 2.3% | ||||||||
| Burford Capital Global Finance LLC, 7.50%, 7/15/20335 | 4,000,000 | 3,388,692 | ||||||
| Clear Street Holdings LLC, 8.00%, 9/30/20305 | 4,000,000 | 3,986,493 | ||||||
| Golden Pear Funding HoldCo LLC, | ||||||||
| 10.00%, 3/2/2028 | 1,200,000 | 1,203,528 | ||||||
| 10.00%, 4/30/20315 | 1,700,000 | 1,701,758 | ||||||
| Legres AB (Sweden) (3 mo. STIB + 9.000%), 10.969%, 6/15/2026 (Acquired 06/15/2023-06/28/2023, cost $2,483,661)4,6 | SEK | 26,499,980 | 2,186,388 | |||||
| U.S. Claims Litigation Funding LLC, 10.25%, 3/17/2028 (Acquired 03/14/2023, cost $1,375,000)4 | 1,375,000 | 1,231,367 | ||||||
| Velocity Portfolio Group, Inc., 9.75%, 3/1/2033 (Acquired 02/07/2025, cost $4,000,000)4 | 4,000,000 | 4,245,317 | ||||||
| 17,943,543 | ||||||||
| Insurance - 0.7% | ||||||||
| F&G Annuities & Life, Inc., 6.50%, 6/4/2029 | 3,039,000 | 3,103,284 | ||||||
| Universal Insurance Holdings, Inc., 7.75%, 6/30/20315 | 2,300,000 | 2,393,328 | ||||||
| 5,496,612 | ||||||||
| Mortgage Real Estate Investment Trusts (REITS) - 1.1% | ||||||||
| Arbor Realty SR, Inc., 9.00%, 10/15/20275 | 4,000,000 | 3,975,063 | ||||||
| ReadyCap Holdings LLC, 9.375%, 3/1/20285 | 4,250,000 | 4,228,990 | ||||||
| 8,204,053 | ||||||||
| Total Financials | 46,153,361 | |||||||
The accompanying notes are an integral part of the financial statements.
1
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Industrials - 2.5% | ||||||||
| Commercial Services & Supplies - 0.9% | ||||||||
| Cartiga LLC, 11.50%, 6/15/2031 (Acquired 06/15/2026, cost $4,000,000)4 | 4,000,000 | $ | 4,000,000 | |||||
| Twma Finance AS (Norway), 12.25%, 2/10/20295 | 3,100,000 | 3,129,357 | ||||||
| 7,129,357 | ||||||||
| Marine Transportation - 0.6% | ||||||||
| Contships Logistics Corp. (Greece), 9.00%, 2/11/2030 | 4,500,000 | 4,693,308 | ||||||
| Trading Companies & Distributors - 1.0% | ||||||||
| Airborne Capital USA LLC, 10.50%, 8/2/2029 | 4,000,000 | 3,416,111 | ||||||
| Avation Group S Pte Ltd. (Singapore), 8.50%, 5/15/20315 | 4,500,000 | 4,246,827 | ||||||
| 7,662,938 | ||||||||
| Total Industrials | 19,485,603 | |||||||
| Materials - 2.5% | ||||||||
| Containers & Packaging - 0.9% | ||||||||
| Alltub Group SAS (France) (3 mo. EURIBOR + 6.500%), 8.748%, 4/30/20303 | EUR | 2,500,000 | 2,948,254 | |||||
| Duran Life Science Holding GmbH (Germany) (3 mo. EURIBOR + 6.500%), 8.731%, 5/31/20303 | EUR | 3,700,000 | 4,070,919 | |||||
| 7,019,173 | ||||||||
| Metals & Mining - 1.6% | ||||||||
| ACG Holdco 1 plc (United Kingdom), 14.75%, 1/13/2029 | 2,400,000 | 2,652,000 | ||||||
| Cornish Metals plc (United Kingdom), 13.50%, 5/21/20325 | 1,925,000 | 1,997,990 | ||||||
| Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20275 | 1,684,792 | 1,669,371 | ||||||
| Nickel Industries Ltd. (Indonesia), 9.00%, 9/30/20305 | 4,000,000 | 4,107,466 | ||||||
| Theta Gold Mines Ltd. (Australia), 12.75%, 6/12/20305 | 2,000,000 | 1,980,000 | ||||||
| 12,406,827 | ||||||||
| Total Materials | 19,426,000 | |||||||
| Real Estate - 2.4% | ||||||||
| Real Estate Management & Development - 0.5% | ||||||||
| Five Point Operating Co. LP, 8.00%, 10/1/20305 | 4,000,000 | 4,096,002 | ||||||
| Specialized REITs - 1.9% | ||||||||
| Pelorus Fund REIT LLC, 7.00%, 9/30/2026 (Acquired 09/21/2021- 07/08/2022, cost $4,218,250)4 | 4,345,000 | 4,345,854 | ||||||
| SBA Tower Trust, | ||||||||
| 6.599%, 1/15/20285 | 6,110,000 | 6,171,114 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Real Estate (continued) | ||||||||
| Specialized REITs (continued) | ||||||||
| SBA Tower Trust, (continued) | ||||||||
| 4.831%, 10/15/20295 | 3,630,000 | $ | 3,629,613 | |||||
| 14,146,581 | ||||||||
| Total Real Estate | 18,242,583 | |||||||
| Utilities - 1.1% | ||||||||
| Electric Utilities - 1.1% | ||||||||
| Alexander Funding Trust II, 7.467%, 7/31/20285 | 8,250,000 | 8,626,883 | ||||||
| TOTAL
CORPORATE BONDS (Identified Cost $149,006,268) | 143,219,072 | |||||||
| ASSET-BACKED SECURITIES - 26.0% | ||||||||
| Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.937%, 8/15/20465 | 4,500,000 | 4,484,572 | ||||||
| Capital Street Master Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.743%, 5/16/20303,5 | 4,980,000 | 4,979,981 | ||||||
| Capteris Equipment Finance LLC, Series 2024-1A, Class A2, 5.58%, 7/20/20325 | 1,961,182 | 1,981,067 | ||||||
| Centersquare Issuer LLC, Series 2024-1A, Class A2, 5.20%, 10/26/20545 | 6,000,000 | 5,830,672 | ||||||
| CF Hippolyta Issuer LLC, | ||||||||
| Series 2020-1, Class A1, 1.69%, 7/15/20605 | 3,590,282 | 2,966,139 | ||||||
| Series 2020-1, Class B1, 2.28%, 7/15/20605 | 1,798,904 | 1,086,476 | ||||||
| Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20495 | 8,250,000 | 8,217,492 | ||||||
| Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20545 | 2,380,000 | 2,435,280 | ||||||
| College Ave Student Loans LLC, Series 2021-A, Class A2, 1.60%, 7/25/20515 | 912,900 | 827,613 | ||||||
| Commonbond Student Loan Trust, Series 2019-AGS, Class A1, 2.54%, 1/25/20475 | 1,037,093 | 946,165 | ||||||
| CoreVest American Finance Trust, Series 2019-3, Class A, 2.705%, 10/15/20525 | 232,633 | 231,987 | ||||||
| DataBank Issuer, Series 2023-1A, Class A2, 5.116%, 2/25/20535 | 3,345,000 | 3,309,291 | ||||||
| Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/20495 | 5,000,000 | 4,920,542 | ||||||
| ECMC Group Student Loan Trust, | ||||||||
| Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.778%, 11/27/20733,5 | 3,387,894 | 3,395,001 | ||||||
The accompanying notes are an integral part of the financial statements.
2
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| ECMC Group Student Loan Trust, (continued) | ||||||||
| Series 2025-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.050%), 4.678%, 11/25/20743,5 | 7,185,427 | $ | 7,172,677 | |||||
| EDvestinU Private Education Loan Issue No. 1 LLC, Series 2019-A, Class A, 3.58%, 11/25/20385 | 386,092 | 382,392 | ||||||
| Finance of America Structured Securities Trust, Series 2024-S2, Class A1, 3.50%, 4/25/20745,7 | 3,715,613 | 3,663,525 | ||||||
| FIP Master Funding LLC, Series 2026-1A, Class A1, 4.90%, 3/15/20565 | 4,945,875 | 4,868,319 | ||||||
| FNA 9 LLC, Series 2026-1, Class A, 5.509%, 4/16/20465,8 | 3,419,932 | 3,414,747 | ||||||
| FS RIALTO, Series 2021-FL2, Class A, (Cayman Islands) (1 mo. U.S. Secured Overnight Financing Rate + 1.584%), 5.218%, 5/16/20383,5 | 464,060 | 464,108 | ||||||
| GGAM Master Trust International Ltd., Series 2025-1A, Class A, (Cayman Islands), 5.923%, 9/30/20605 | 4,302,451 | 4,270,092 | ||||||
| Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20555 | 2,140,479 | 1,789,100 | ||||||
| Gracie Point International Funding LLC, Series 2025-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.500%), 5.092%, 8/15/20283,5 | 3,000,000 | 3,003,875 | ||||||
| Hageman Capital Issuer Trust, Series 2025-1, Class A, 6.40%, 8/9/20565 | 3,198,583 | 3,147,471 | ||||||
| Horizon Aircraft Finance IV Ltd., Series 2024-1, Class A, (Cayman Islands), 5.375%, 9/15/20495 | 6,948,688 | 6,882,219 | ||||||
| Hotwire Funding LLC, | ||||||||
| Series 2021-1, Class A2, 2.311%, 11/20/20515 | 3,500,000 | 3,468,162 | ||||||
| Series 2024-1A, Class A2, 5.893%, 6/20/20545 | 1,000,000 | 1,008,206 | ||||||
| HTS Fund II LLC, Series 2025-1, Class A, 5.351%, 6/23/20455 | 3,650,000 | 3,648,263 | ||||||
| KREF Ltd., Series 2021-FL2, Class AS, (1 mo. U.S. Secured Overnight Financing Rate + 1.414%), 5.051%, 2/15/20393,5 | 2,103,673 | 2,102,845 | ||||||
| LEDN Issuer Trust, Series 2026-1A, Class A, 6.748%, 2/25/2041 (Acquired 02/18/2026, cost $5,999,915)4 | 6,000,000 | 5,970,643 | ||||||
| Libra Solutions LLC, Series 2024-1A, Class A, 5.88%, 9/30/20385 | 5,250,000 | 5,193,239 | ||||||
| Lyra Music Assets Delaware LP, Series 2024-2A, Class A2, 5.76%, 12/22/20645 | 3,699,189 | 3,729,711 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| Navient Private Education Loan Trust, | ||||||||
| Series 2014-1, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.624%), 4.252%, 6/25/20313 | 1,630,433 | $ | 1,613,431 | |||||
| Series 2015-BA, Class A3, (1 mo. U.S. Secured Overnight Financing Rate + 1.564%), 5.190%, 7/16/20403,5 | 363,900 | 364,086 | ||||||
| Series 2017-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.164%), 4.792%, 12/27/20663,5 | 2,165,768 | 2,177,228 | ||||||
| Series 2020-1A, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.164%), 4.792%, 6/25/20693,5 | 2,793,082 | 2,800,594 | ||||||
| Series 2020-GA, Class A, 1.17%, 9/16/20695 | 232,651 | 216,818 | ||||||
| Series 2021-1A, Class A1A, 1.31%, 12/26/20695 | 2,986,865 | 2,504,462 | ||||||
| Series 2021-A, Class A, 0.84%, 5/15/20695 | 403,187 | 368,915 | ||||||
| Series 2022-A, Class A, 2.23%, 7/15/20705 | 2,041,778 | 1,854,338 | ||||||
| Series 2023-BA, Class A1A, 6.48%, 3/15/20725 | 239,167 | 243,001 | ||||||
| Series 2023-BA, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.700%), 5.293%, 3/15/20723,5 | 558,057 | 560,883 | ||||||
| Oryx Funding LLC, Series 2026-1A, Class A2, 6.299%, 6/5/20565 | 4,985,000 | 4,999,047 | ||||||
| Oxford Finance Credit Fund III LP, | ||||||||
| Series 2024-A, Class A2, 6.675%, 1/14/20325 | 2,030,030 | 2,043,584 | ||||||
| Series 2025-A, Class A2, 5.878%, 8/14/20345 | 3,825,000 | 3,828,722 | ||||||
| Oxford Finance Funding LLC, | ||||||||
| Series 2022-1A, Class A2, 3.602%, 2/15/20305 | 1,935,137 | 1,881,969 | ||||||
| Series 2023-1A, Class A2, 6.716%, 2/15/20315 | 2,224,780 | 2,237,886 | ||||||
| Series 2025-1A, Class A2, 5.413%, 2/15/20355 | 4,000,000 | 3,982,068 | ||||||
| Oxford Finance Funding Trust, 6.423%, 9/15/2035 | 1,977,422 | 1,977,422 | ||||||
| PEAR LLC, | ||||||||
| Series 2022-1, Class A2, 7.25%, 10/15/20345 | 1,372,229 | 1,378,559 | ||||||
| Series 2023-1, Class A, 7.42%, 7/15/20355 | 4,285,779 | 4,313,553 | ||||||
| Series 2024-1, Class A, 6.95%, 2/15/20365 | 1,789,263 | 1,788,866 | ||||||
| REDAPTIVE EAAS ISSUER LLC, Series 2025-1A, Class A, 5.94%, 3/25/20425 | 3,283,907 | 3,317,936 | ||||||
| Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/20465 | 4,373,120 | 4,154,506 | ||||||
The accompanying notes are an integral part of the financial statements.
3
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| SLM Student Loan Trust, | ||||||||
| Series 2008-3, Class A3, (U.S. Secured Overnight Financing Rate 90 Day Average + 1.262%), 4.930%, 10/25/20213 | 2,667,084 | $ | 2,670,224 | |||||
| Series 2008-4, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 1.912%), 5.580%, 7/25/20223 | 1,382,246 | 1,382,230 | ||||||
| Series 2012-1, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.064%), 4.692%, 9/25/20283 | 4,825,829 | 4,801,385 | ||||||
| Series 2012-7, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.764%), 4.392%, 5/26/20263 | 7,650,161 | 7,527,267 | ||||||
| SMB Private Education Loan Trust, | ||||||||
| Series 2019-B, Class A2A, 2.84%, 6/15/20375 | 619,201 | 606,940 | ||||||
| Series 2024-D, Class A1B, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.100%), 4.693%, 7/15/20533,5 | 3,894,506 | 3,848,409 | ||||||
| Stonepeak, Series 2021-1A, Class AA, 2.301%, 2/28/20335 | 273,002 | 267,930 | ||||||
| Store Master Funding I-VII and XIV, Series 2019-1, Class A1, 2.82%, 11/20/20495 | 2,339,794 | 2,321,378 | ||||||
| Switch ABS Issuer LLC, Series 2024-2A, Class A2, 5.436%, 6/25/20545 | 4,000,000 | 3,949,091 | ||||||
| Tricon Residential Trust, Series 2024-SFR4, Class A, 4.30%, 11/17/20415 | 2,938,677 | 2,860,786 | ||||||
| Trinity Rail Leasing 2018 LLC, Series 2020-1A, Class A, 1.96%, 10/17/20505 | 1,061,401 | 1,013,647 | ||||||
| Trinity Rail Leasing 2021 LLC, Series 2021-1A, Class A, 2.26%, 7/19/20515 | 1,590,142 | 1,497,890 | ||||||
| TRP LLC, Series 2021-1, Class A, 2.07%, 6/19/20515 | 2,462,396 | 2,394,413 | ||||||
| USQ Rail II LLC, Series 2021-3A, Class A, 2.21%, 6/28/20515 | 4,764,563 | 4,627,324 | ||||||
| VelocitySBA Loan Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 2.500%), 6.109%, 1/20/2051 (Acquired 03/17/2026, cost $1,633,671)3,4 | 1,655,880 | 1,634,618 | ||||||
| TOTAL
ASSET-BACKED SECURITIES (Identified Cost $202,878,654) | 199,803,278 | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES - 21.8% | ||||||||
| BRAVO Residential Funding Trust, Series 2019-2, Class A3, 3.50%, 10/25/20445,8 | 1,415,057 | 1,346,902 | ||||||
| Brean Asset Backed Securities Trust, | ||||||||
| Series 2021-RM2, Class A, 1.75%, 10/25/20615,8 | 2,002,665 | 1,988,391 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| Brean Asset Backed Securities Trust, (continued) | ||||||||
| Series 2024-RM8, Class A1, 4.50%, 5/25/20645 | 3,090,386 | $ | 3,034,499 | |||||
| Series 2025-RM11, Class A1, 4.75%, 5/25/20655,8 | 2,512,806 | 2,470,220 | ||||||
| BX Trust, Series 2024-VLT4, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.491%), 5.117%, 6/15/20413,5 | 4,893,450 | 4,896,501 | ||||||
| CIM Trust, Series 2019-INV1, Class A1, 4.00%, 2/25/20495,8 | 28,557 | 26,945 | ||||||
| COLT Mortgage Loan Trust, Series 2021-4, Class A1, 1.397%, 10/25/20665,8 | 5,882,148 | 4,950,464 | ||||||
| CONE Commercial Mortgage Trust, Series 2026-DFW3, Class D, 7.355%, 5/15/20435,8 | 3,800,000 | 3,801,791 | ||||||
| Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1, 2.13%, 2/25/20435,8 | 89,446 | 78,386 | ||||||
| Deephaven Residential Mortgage Trust, Series 2021-3, Class A1, 1.194%, 8/25/20665,8 | 4,724,913 | 4,129,868 | ||||||
| Finance of America Structured Securities Trust, | ||||||||
| Series 2025-S1, Class A1, 3.50%, 2/25/20755 | 4,293,526 | 4,172,881 | ||||||
| Series 2026-PC2, Class A1, 4.50%, 6/25/20565,8 | 3,900,000 | 3,817,887 | ||||||
| Fontainebleau Miami Beach Mortgage Trust, Series 2024-FBLU, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.450%), 5.075%, 12/15/20393,5 | 6,720,000 | 6,725,157 | ||||||
| Freddie Mac Multifamily Structured Pass-Through Certificates, Series K106, Class X1 (IO), 1.435%, 1/25/20308 | 49,700,819 | 1,935,808 | ||||||
| GCAT Trust, | ||||||||
| Series 2022-NQM3, Class A1, 5.348%, 4/25/20675,8 | 7,294,225 | 7,267,692 | ||||||
| Series 2024-NQM1, Class A1, 6.007%, 1/25/20595,7 | 2,223,593 | 2,226,297 | ||||||
| GS Mortgage-Backed Securities Trust, | ||||||||
| Series 2021-GR3, Class A6, 2.50%, 4/25/20525,8 | 3,849,538 | 3,445,462 | ||||||
| Series 2021-PJ9, Class A8, 2.50%, 2/26/20525,8 | 2,495,234 | 2,212,438 | ||||||
| Series 2022-PJ1, Class A15, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.850%), 4.478%, 5/28/20523,5 | 3,673,013 | 3,555,499 | ||||||
| Series 2022-PJ3, Class A24, 3.00%, 8/25/20525,8 | 6,473,209 | 5,871,132 | ||||||
| Hawaii Hotel Trust, Series 2025-MAUI, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.393%), 5.018%, 3/15/20423,5 | 4,050,000 | 4,055,110 | ||||||
The accompanying notes are an integral part of the financial statements.
4
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| Imperial Fund Mortgage Trust, | ||||||||
| Series 2022-NQM2, Class A1, 4.638%, 3/25/20675,7 | 5,081,581 | $ | 4,856,312 | |||||
| Series 2022-NQM3, Class A1, 5.38%, 5/25/20675,7 | 2,773,978 | 2,755,078 | ||||||
| Series 2022-NQM4, Class A1, 5.767%, 6/25/20675,7 | 6,496,720 | 6,474,665 | ||||||
| J.P. Morgan Mortgage Trust, | ||||||||
| Series 2014-2, Class 1A1, 3.00%, 6/25/20295,8 | 32,944 | 32,673 | ||||||
| Series 2021-1, Class A11, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.650%), 4.262%, 6/25/20513,5 | 2,898,303 | 2,800,246 | ||||||
| Series 2021-4, Class A3B, 2.00%, 8/25/20515,8 | 3,630,368 | 2,851,647 | ||||||
| Series 2021-5, Class A4, 2.50%, 8/25/20515,8 | 7,082,916 | 6,343,495 | ||||||
| Series 2021-INV5, Class A3A, 2.50%, 12/25/20515,8 | 2,366,467 | 2,114,465 | ||||||
| Series 2021-LTV2, Class A1, 2.520%, 5/25/20525,8 | 3,808,585 | 3,144,755 | ||||||
| Series 2022-INV3, Class A4B, 3.00%, 9/25/20525,8 | 4,963,278 | 4,431,604 | ||||||
| JP Morgan Seasoned Mortgage Trust, | ||||||||
| Series 2024-1, Class A4, 4.358%, 1/25/20635,8 | 3,790,112 | 3,679,219 | ||||||
| Series 2025-1, Class A4, 3.655%, 1/25/20635,8 | 3,495,539 | 3,237,511 | ||||||
| Metlife Securitization Trust, Series 2019-1A, Class A, 3.75%, 4/25/20585,8 | 504,102 | 482,343 | ||||||
| MFA Trust, Series 2021-INV2, Class A1, 1.906%, 11/25/20565,8 | 2,627,241 | 2,331,094 | ||||||
| Morgan Stanley Residential Mortgage Loan Trust, Series 2021-4, Class A4, 2.50%, 7/25/20515,8 | 8,372,879 | 7,438,887 | ||||||
| New Residential Mortgage Loan Trust, | ||||||||
| Series 2014-3A, Class AFX3, 3.75%, 11/25/20545,8 | 150,666 | 143,978 | ||||||
| Series 2015-2A, Class A1, 3.75%, 8/25/20555,8 | 200,405 | 193,364 | ||||||
| Series 2019-2A, Class A1, 4.25%, 12/25/20575,8 | 946,929 | 930,448 | ||||||
| Series 2022-NQM2, Class A1, 3.850%, 3/27/20625,8 | 6,970,656 | 6,496,604 | ||||||
| NYMT Loan Trust, Series 2022-CP1, Class A1, 2.042%, 7/25/20615 | 1,138,801 | 1,072,524 | ||||||
| OBX Trust, | ||||||||
| Series 2022-NQM2, Class A1A, 3.783%, 1/25/20625,7 | 2,596,175 | 2,491,471 | ||||||
| Series 2024-NQM1, Class A1, 5.928%, 11/25/20635,7 | 2,038,243 | 2,038,485 | ||||||
| PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 9.654%, 7/25/2029 (Acquired 07/24/2023, cost $178,794)3,4 | 178,792 | 178,777 | ||||||
| RCKT Mortgage Trust, Series 2021-6, Class A5, 2.50%, 12/25/20515,8 | 3,880,967 | 3,428,240 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| ROCK Trust, Series 2024-CNTR, Class A, 5.388%, 11/13/20415 | 4,250,000 | $ | 4,292,243 | |||||
| RUN Trust, Series 2022-NQM1, Class A1, 5.00%, 3/25/20675 | 2,437,563 | 2,427,960 | ||||||
| Sequoia Mortgage Trust, | ||||||||
| Series 2013-2, Class A, 1.874%, 2/25/20438 | 84,909 | 73,438 | ||||||
| Series 2013-6, Class A2, 3.00%, 5/25/20438 | 891,608 | 805,954 | ||||||
| Series 2013-7, Class A2, 3.00%, 6/25/20438 | 84,022 | 75,964 | ||||||
| Series 2013-8, Class A1, 3.00%, 6/25/20438 | 111,226 | 100,707 | ||||||
| Starwood Retail Property Trust, Series 2014-STAR, Class A, (Prime Rate + 0.000%), 6.75%, 11/15/20273,5 | 1,533,785 | 767,432 | ||||||
| SUA LLC, Series 2025-1, Class A, 5.875%, 5/25/20405 | 4,500,000 | 4,491,605 | ||||||
| Sutherland Commercial Mortgage Trust, Series 2019-SBC8, Class A, 2.86%, 4/25/20415,8 | 1,153,345 | 1,098,736 | ||||||
| SWCH Commercial Mortgage Trust, Series 2025-DATA, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.443%), 5.068%, 2/15/20423,5 | 3,500,000 | 3,476,483 | ||||||
| Towd Point Mortgage Trust, | ||||||||
| Series 2018-2, Class A1, 3.25%, 3/25/20585,8 | 73,527 | 72,950 | ||||||
| Series 2019-HY1, Class A1, (1 mo. U.S. Secured Overnight Financing Rate + 1.114%), 4.763%, 10/25/20483,5 | 391,141 | 391,322 | ||||||
| UWM Mortgage Trust, Series 2021-1, Class A15, 2.50%, 6/25/20515,8 | 2,011,942 | 1,647,184 | ||||||
| Velocity Commercial Capital Loan Trust, Series 2026-1, Class M4, 8.48%, 2/25/20565,8 | 298,469 | 294,283 | ||||||
| WBHT Commercial Mortgage Trust, Series 2025-WBM, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.742%), 5.368%, 6/15/20423,5 | 3,650,000 | 3,650,000 | ||||||
| Wells Fargo Mortgage Backed Securities Trust, Series 2020-1, Class A1, 3.00%, 12/25/20495,8 | 1,932,693 | 1,688,927 | ||||||
| WinWater Mortgage Loan Trust, Series 2015-1, Class A1, 3.50%, 1/20/20455,8 | 61,324 | 57,148 | ||||||
| TOTAL
COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $169,302,121) | 167,369,551 | |||||||
| FOREIGN GOVERNMENT BONDS - 0.6% | ||||||||
| Eagle Funding Luxco S.A.R.L (Mexico), 5.50%, 8/17/20305 | ||||||||
| (Identified Cost $4,620,157) | 4,630,000 | 4,642,322 | ||||||
The accompanying notes are an integral part of the financial statements.
5
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| EXCHANGE-TRADED FUND - 2.1% | ||||||||
| VanEck J.P. Morgan EM Local Currency Bond ETF | ||||||||
| (Identified Cost $16,267,494) | 632,830 | $ | 16,175,135 | |||||
| U.S. TREASURY SECURITIES - 20.8% | ||||||||
| U.S. Treasury Notes - 20.8% | ||||||||
| U.S. Treasury Note | ||||||||
| 2.25%, 11/15/2027 | 47,446,000 | 46,243,170 | ||||||
| 3.125%, 11/15/2028 | 34,572,000 | 33,764,419 | ||||||
| 1.375%, 11/15/2031 | 45,474,000 | 39,274,615 | ||||||
| 4.50%, 11/15/2033 | 8,804,000 | 8,892,728 | ||||||
| 4.125%, 2/15/2036 | 32,282,000 | 31,505,214 | ||||||
| TOTAL
U.S. TREASURY SECURITIES (Identified Cost $160,930,964) | 159,680,146 | |||||||
| U.S. GOVERNMENT AGENCIES - 4.9% | ||||||||
| Mortgage-Backed Securities - 4.9% | ||||||||
| Fannie Mae | ||||||||
| Pool #MA0115, UMBS, 4.50%, 7/1/2029 | 8,168 | 8,148 | ||||||
| Pool #MA1834, UMBS, 4.50%, 2/1/2034 | 62,808 | 62,542 | ||||||
| Pool #995876, UMBS, 6.00%, 11/1/2038 | 123,022 | 128,479 | ||||||
| Pool #FS4047, UMBS, 3.50%, 12/1/2042 | 6,061,713 | 5,668,187 | ||||||
| Pool #AW5338, UMBS, 4.50%, 6/1/2044 | 372,267 | 366,459 | ||||||
| Pool #AS3878, UMBS, 4.50%, 11/1/2044 | 204,157 | 201,008 | ||||||
| Pool #BE7845, UMBS, 4.50%, 2/1/2047 | 74,835 | 73,337 | ||||||
| Pool #MA4841, UMBS, 5.00%, 12/1/2052 | 6,658,248 | 6,588,074 | ||||||
| Pool #FS6206, UMBS, 5.50%, 10/1/2053 | 6,675,214 | 6,765,917 | ||||||
| Freddie Mac | ||||||||
| Pool #C91359, 4.50%, 2/1/2031 | 28,663 | 28,627 | ||||||
| Pool #D98711, 4.50%, 7/1/2031 | 100,528 | 100,375 | ||||||
| Pool #C91746, 4.50%, 12/1/2033 | 89,741 | 89,467 | ||||||
| Pool #G05900, 6.00%, 3/1/2040 | 23,851 | 24,941 | ||||||
| Pool #RB5264, UMBS, 5.50%, 11/1/2043 | 4,696,723 | 4,778,728 | ||||||
| Pool #RA8208, UMBS, 5.00%, 1/1/2053 | 5,767,984 | 5,707,193 | ||||||
| Pool #RJ0062, UMBS, 5.00%, 10/1/2053 | 7,135,575 | 7,069,107 | ||||||
| TOTAL
U.S. GOVERNMENT AGENCIES (Identified Cost $36,625,582) | 37,660,589 | |||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| SHORT-TERM INVESTMENT - 2.9% | ||||||||
| BNY
Dreyfus Government Cash Management, Institutional Shares, 3.60%9 | ||||||||
| (Identified Cost $22,401,441) | 22,401,441 | $ | 22,401,441 | |||||
| TOTAL
INVESTMENTS - 98.9% (Identified Cost $771,201,821) | 759,893,521 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 1.1% | 8,306,212 | |||||||
| NET ASSETS - 100% | $ | 768,199,733 | ||||||
The accompanying notes are an integral part of the financial statements.
6
Unconstrained Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| FUTURES CONTRACTS: LONG POSITIONS OPEN AT JUNE 30, 2026 | |||||||||||||||||
| CONTRACTS PURCHASED | ISSUE | EXCHANGE | EXPIRATION | NOTIONAL VALUE1 | VALUE/UNREALIZED APPRECIATION/ (DEPRECIATION) | ||||||||||||
| 350 | AUD Currency | CME | September 2026 | 24,188,500 | $(732,505 | ) | |||||||||||
| 190 | Euro Currency | CME | September 2026 | 27,209,188 | (576,483 | ) | |||||||||||
| 350 | JPY Currency | CME | September 2026 | 27,068,125 | (622,254 | ) | |||||||||||
| 300 | CAD Currency | CME | September 2026 | 21,192,000 | (597,861 | ) | |||||||||||
| 475 | U.K. Gilt (10 Year) | ICE | September 2026 | 56,207,987 | 472,132 | ||||||||||||
| 485 | U.S. Treasury Notes (2 Year) | CME | September 2026 | 99,974,414 | (156,319 | ) | |||||||||||
| 465 | U.S. Treasury Notes (5 Year) | CME | September 2026 | 49,776,799 | 911 | ||||||||||||
| TOTAL LONG POSITIONS | $(2,212,379 | ) | |||||||||||||||
| FUTURES CONTRACTS: SHORT POSITIONS OPEN AT JUNE 30, 2026 | |||||||||||||||||
| CONTRACTS SOLD | ISSUE | EXCHANGE | EXPIRATION | NOTIONAL VALUE1 | VALUE/UNREALIZED DEPRECIATION | ||||||||||||
| 345 | Euro-BUND (10 Year) | EUREX | September 2026 | 50,197,046 | $(505,061 | ) | |||||||||||
| 225 | U.S. Ultra Treasury Bonds (10 Year) | CME | September 2026 | 25,305,469 | (165,154 | ) | |||||||||||
| 115 | U.S. Ultra Treasury Bonds (30 Year) | CME | September 2026 | 13,357,968 | (272,478 | ) | |||||||||||
| TOTAL SHORT POSITIONS | $(942,693 | ) | |||||||||||||||
ABS - Asset-Backed Security
CME - Chicago Mercantile Exchange
ETF - Exchange-Traded Fund
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
SEK - Swedish Krona
STIB - Stockholm Interbank Offered Rate
UMBS - Uniform Mortgage-Backed Securities
1Amount is stated in USD unless otherwise noted.
2Security has been valued using significant unobservable inputs.
3Floating rate security. Rate shown is the rate in effect as of June 30, 2026.
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, 2026 was $25,894,393, or 3.4% of the Series’ Net Assets.
5Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be 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, 2026 was $422,468,808, which represented 55.0% of the Series’ Net Assets.
6Issuer filed for bankruptcy and/or is in default of interest payments.
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, 2026.
8Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of June 30, 2026.
9Rate shown is the current yield as of June 30, 2026.
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, 2026 (unaudited)
| ASSETS: | ||||
| Investments in securities, at value (identified cost $771,201,821) (Note 2) | $ | 759,893,521 | ||
| Foreign currency, at value (identified cost $256,107) | 255,953 | |||
| Deposits at broker for futures contracts | 6,274,785 | |||
| Interest receivable | 5,015,564 | |||
| Receivable for fund shares sold | 394,315 | |||
| Futures variation margin receivable | 308,486 | |||
| Dividends receivable | 85,161 | |||
| Prepaid expenses | 12,814 | |||
| TOTAL ASSETS | 772,240,599 | |||
| LIABILITIES: | ||||
| Due to custodian | 6,695 | |||
| Accrued management fees1 | 50,459 | |||
| Accrued sub-transfer agent fees1 | 44,500 | |||
| Accrued fund accounting and administration fees1 | 28,740 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 1,163 | |||
| Payable for securities purchased | 2,888,809 | |||
| Futures variation margin payable | 549,303 | |||
| Payable for fund shares repurchased | 345,118 | |||
| Distributions payable | 342 | |||
| Other payables and accrued expenses | 123,480 | |||
| TOTAL LIABILITIES | 4,040,866 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 768,199,733 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 784,158 | ||
| Additional paid-in-capital | 827,714,661 | |||
| Total distributable earnings (loss) | (60,299,086 | ) | ||
| TOTAL NET ASSETS | $ | 768,199,733 | ||
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($5,216,605/529,895 shares) | $ | 9.84 | ||
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($250,264,231/25,534,069 shares) | $ | 9.80 | ||
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($512,718,897/52,351,870 shares) | $ | 9.79 | ||
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, 2026 (unaudited)
| INVESTMENT INCOME: | ||||
| Interest | $ | 20,414,895 | ||
| Dividends | 512,041 | |||
| Total Investment Income | 20,926,936 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 1,176,887 | |||
| Sub-transfer agent fees (Note 3) | 137,972 | |||
| Fund accounting and administration fees (Note 3) | 73,853 | |||
| Directors’ fees (Note 3) | 54,328 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 7,483 | |||
| Chief Compliance Officer service fees (Note 3) | 4,366 | |||
| Professional fees | 54,367 | |||
| Custodian fees | 14,181 | |||
| Recoupment of past waived and/or reimbursed fees (Note 3) | 424 | |||
| Miscellaneous | 97,013 | |||
| Total Expenses | 1,620,874 | |||
| Less reduction of expenses (Note 3) | (869,711 | ) | ||
| Net Expenses | 751,163 | |||
| NET INVESTMENT INCOME | 20,175,773 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: | ||||
| Net realized gain (loss) on- | ||||
| Investments | (3,041,403 | ) | ||
| Futures contracts | (1,919,491 | ) | ||
| Foreign currency and translation of other assets and liabilities | 19,526 | |||
| (4,941,368 | ) | |||
| Net change in unrealized appreciation (depreciation) on- | ||||
| Investments | (2,442,722 | ) | ||
| Futures contracts | (4,441,075 | ) | ||
| Foreign currency and translation of other assets and liabilities | (29,031 | ) | ||
| (6,912,828 | ) | |||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY | (11,854,196 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 8,321,577 |
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 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 20,175,773 | $ | 42,464,149 | ||||
| Net realized gain (loss) on investments and foreign currency | (4,941,368 | ) | 871,357 | |||||
| Net change in unrealized appreciation (depreciation) on investments and foreign currency | (6,912,828 | ) | 11,012,815 | |||||
| Net increase (decrease) from operations | 8,321,577 | 54,348,321 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (127,402 | ) | (716,304 | ) | ||||
| Class I | (5,713,453 | ) | (11,521,911 | ) | ||||
| Class W | (13,386,311 | ) | (29,069,569 | ) | ||||
| Total distributions to shareholders | (19,227,166 | ) | (41,307,784 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | (15,491,438 | ) | (65,041,116 | ) | ||||
| Net increase (decrease) in net assets | (26,397,027 | ) | (52,000,579 | ) | ||||
| NET ASSETS: | ||||||||
| Beginning of period | 794,596,760 | 846,597,339 | ||||||
| End of period | $ | 768,199,733 | $ | 794,596,760 | ||||
The accompanying notes are an integral part of the financial statements.
10
Unconstrained Bond Series
Financial Highlights - Class S
FOR THE SIX MONTHS ENDED 6/30/26 (UNAUDITED) |
FOR THE YEAR ENDED | |||||||||||||||||||||||
| 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | ||||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.98 | $9.82 | $9.85 | $9.65 | $10.61 | $10.93 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.23 | 0.46 | 0.44 | 0.39 | 0.31 | 0.30 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.15 | ) | 0.13 | (0.05 | ) | 0.18 | (1.02 | ) | (0.02 | ) | ||||||||||||||
| Total from investment operations | 0.08 | 0.59 | 0.39 | 0.57 | (0.71 | ) | 0.28 | |||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.22 | ) | (0.43 | ) | (0.42 | ) | (0.35 | ) | (0.25 | ) | (0.30 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.30 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.22 | ) | (0.43 | ) | (0.42 | ) | (0.37 | ) | (0.25 | ) | (0.60 | ) | ||||||||||||
| Net asset value - End of period | $9.84 | $9.98 | $9.82 | $9.85 | $9.65 | $10.61 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $5,217 | $6,673 | $28,523 | $29,206 | $31,882 | $17,776 | ||||||||||||||||||
| Total return2 | 0.77% | 6.17% | 4.08% | 5.99% | (6.71% | ) | 2.59% | |||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.75% | 3,4 | 0.75% | 4 | 0.75% | 0.72% | 0.72% | 0.73% | ||||||||||||||||
| Net investment income | 4.57% | 3 | 4.61% | 4.46% | 4.01% | 3.15% | 2.71% | |||||||||||||||||
| Series portfolio turnover | 22% | 53% | 51% | 42% | 60% | 69% | ||||||||||||||||||
*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 | 0.02% | 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.
4Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.74%.
The accompanying notes are an integral part of the financial statements.
11
Unconstrained Bond Series
Financial Highlights - Class I
FOR THE SIX MONTHS ENDED 6/30/26 (UNAUDITED) |
FOR THE YEAR ENDED | ||||||||||||||||||
| 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||
| Per share data (for a share outstanding throughout each period): | |||||||||||||||||||
| Net asset value - Beginning of period | $9.94 | $9.79 | $9.87 | $9.74 | $10.75 | $11.17 | |||||||||||||
| Income (loss) from investment operations: | |||||||||||||||||||
| Net investment income1 | 0.24 | 0.48 | 0.47 | 0.42 | 0.35 | 0.34 | |||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.15 | ) | 0.14 | (0.05 | ) | 0.16 | (1.05 | ) | (0.03 | ) | |||||||||
| Total from investment operations | 0.09 | 0.62 | 0.42 | 0.58 | (0.70 | ) | 0.31 | ||||||||||||
| Less distributions to shareholders: | |||||||||||||||||||
| From net investment income | (0.23 | ) | (0.47 | ) | (0.50 | ) | (0.43 | ) | (0.31 | ) | (0.38 | ) | |||||||
| From net realized gain on investments | — | — | — | — | — | (0.35 | ) | ||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | ||||||||||||
| Total distributions to shareholders | (0.23 | ) | (0.47 | ) | (0.50 | ) | (0.45 | ) | (0.31 | ) | (0.73 | ) | |||||||
| Net asset value - End of period | $9.80 | $9.94 | $9.79 | $9.87 | $9.74 | $10.75 | |||||||||||||
| Net assets - End of period (000’s omitted) | $250,264 | $242,755 | $245,873 | $187,137 | $192,903 | $36,639 | |||||||||||||
| Total return2 | 0.90% | 6.41% | 4.39% | 6.16% | (6.42% | ) | 2.81% | ||||||||||||
| Ratios (to average net assets)/ Supplemental Data: | |||||||||||||||||||
| Expenses | 0.49% | 3 | 0.49% | 0.47% | 0.49% | 0.47% | 0.49% | ||||||||||||
| Net investment income | 4.86% | 3 | 4.81% | 4.74% | 4.25% | 3.47% | 2.97% | ||||||||||||
| Series portfolio turnover | 22% | 53% | 51% | 42% | 60% | 69% | |||||||||||||
1Calculated based on average shares outstanding during the periods.
2Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized.
3Annualized.
The accompanying notes are an integral part of the financial statements.
12
Unconstrained Bond Series
Financial Highlights - Class W
FOR THE SIX MONTHS ENDED 6/30/26 (UNAUDITED) |
FOR THE YEAR ENDED | |||||||||||||||||||||||
| 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | ||||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.93 | $9.78 | $9.81 | $9.62 | $10.57 | $10.90 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.26 | 0.52 | 0.51 | 0.45 | 0.37 | 0.37 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.15 | ) | 0.14 | (0.05 | ) | 0.17 | (1.01 | ) | (0.03 | ) | ||||||||||||||
| Total from investment operations | 0.11 | 0.66 | 0.46 | 0.62 | (0.64 | ) | 0.34 | |||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.25 | ) | (0.51 | ) | (0.49 | ) | (0.41 | ) | (0.31 | ) | (0.37 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | — | (0.30 | ) | |||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.25 | ) | (0.51 | ) | (0.49 | ) | (0.43 | ) | (0.31 | ) | (0.67 | ) | ||||||||||||
| Net asset value - End of period | $9.79 | $9.93 | $9.78 | $9.81 | $9.62 | $10.57 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $512,719 | $545,168 | $572,200 | $599,708 | $592,728 | $673,807 | ||||||||||||||||||
| Total return2 | 1.09% | 6.85% | 4.85% | 6.66% | (6.05% | ) | 3.19% | |||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.05% | 3 | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | |||||||||||||||||
| Net investment income | 5.28% | 3 | 5.25% | 5.16% | 4.69% | 3.68% | 3.40% | |||||||||||||||||
| Series portfolio turnover | 22% | 53% | 51% | 42% | 60% | 69% | ||||||||||||||||||
*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:
| 0.33% | 3 | 0.33% | 0.32% | 0.34% | 0.32% | 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.
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, 2026, 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.
| 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 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.
14
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Security Valuation (continued)
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.
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, 2026 in valuing the Series’ assets or liabilities carried at fair value:
15
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
| Fair Value (continued) | ||||||||||||||||
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Preferred securities: | ||||||||||||||||
| Consumer Discretionary | $ | 407,093 | $ | — | $ | — | $ | 407,093 | ||||||||
| Debt securities: | ||||||||||||||||
| Loan Assignments | 8,534,894 | — | 8,534,894 | — | ||||||||||||
| U.S. Treasury and other U.S. | ||||||||||||||||
| Government agencies | 197,340,735 | — | 197,340,735 | — | ||||||||||||
| Corporate debt: | ||||||||||||||||
| Communication Services | 3,578,970 | — | 3,578,970 | — | ||||||||||||
| Consumer Discretionary | 9,040,741 | — | 9,040,741 | — | ||||||||||||
| Energy | 18,664,931 | — | 18,664,931 | — | ||||||||||||
| Financials | 48,130,783 | — | 48,130,783 | — | ||||||||||||
| Industrials | 19,485,603 | — | 19,485,603 | — | ||||||||||||
| Materials | 19,426,000 | — | 19,426,000 | — | ||||||||||||
| Real Estate | 18,242,583 | — | 18,242,583 | — | ||||||||||||
| Utilities | 8,626,883 | — | 8,626,883 | — | ||||||||||||
| Asset-backed securities | 197,825,856 | — | 197,825,856 | — | ||||||||||||
| Commercial mortgage-backed | ||||||||||||||||
| securities | 167,369,551 | — | 167,369,551 | — | ||||||||||||
| Foreign government bonds | 4,642,322 | — | 4,642,322 | — | ||||||||||||
| Exchange-traded fund | 16,175,135 | 16,175,135 | — | — | ||||||||||||
| Short-Term Investment | 22,401,441 | 22,401,441 | — | — | ||||||||||||
| Other financial instruments:* | ||||||||||||||||
| Interest rate contracts | 473,043 | 473,043 | — | — | ||||||||||||
| Total assets | 760,366,564 | 39,049,619 | 720,909,852 | 407,093 | ||||||||||||
| Liabilities: | ||||||||||||||||
| Other financial instruments:* | ||||||||||||||||
| Foreign currency exchange contracts | (2,529,103 | ) | (2,529,103 | ) | — | — | ||||||||||
| Interest rate contracts | (1,099,012 | ) | (1,099,012 | ) | — | — | ||||||||||
| Total liabilities | (3,628,115 | ) | (3,628,115 | ) | — |
— | ||||||||||
| Total | $ | 756,738,449 | $ | 35,421,504 | $ | 720,909,852 | $ | 407,093 | ||||||||
* Other financial instruments are futures (Level 1). Futures are valued at the unrealized appreciation (depreciation) on the instrument.
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.
16
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
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, 2026.
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.
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
17
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Option Contracts (continued)
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, 2026.
18
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Option Contracts (continued)
The following table presents the present value of derivatives held at June 30, 2026 as reflected on the Statement of Assets and Liabilities, and the effect of derivative instruments on the Statement of Operations:
| STATEMENT OF ASSETS AND LIABILITIES | ||||||
| Derivative | Assets Location | |||||
| Interest rate contracts | Net unrealized appreciation1 | $ | 473,043 | |||
| Derivative | Liabilities Location | |||||
| Foreign currency exchange contracts | Net unrealized depreciation1 | $ | (2,529,103 | ) | ||
| Interest rate contracts | Net unrealized depreciation1 | $ | (1,099,012 | ) | ||
| STATEMENT OF OPERATIONS | ||||||
Derivative | Location of Gain or (Loss) on Derivatives | Realized Gain (Loss) on Derivatives | ||||
| Interest rate contracts | Net realized gain (loss) on investments2 | $ | (415,044 | ) | ||
| Interest rate contracts | Net realized gain (loss) on futures contracts | $ | (929,293 | ) | ||
| Foreign currency exchange contracts | Net realized gain (loss) on futures contracts | $ | (990,198 | ) | ||
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 | $ | (2,593,493 | ) | ||
| Interest rate contracts | Net change in unrealized appreciation (depreciation) on futures contracts | $ | (1,847,582 | ) | ||
1Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolio, and is included within Net Assets as the components of capital are not required to be presented separately on the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.
2Options purchased are included in net realized gain (loss) on investments.
The average month-end balances for the six months ended June 30, 2026 were as follows:
| Futures Contracts: | |
| Average number of contracts purchased | 2,087 |
| Average number of contracts sold | 589 |
| Average notional value of contracts purchased | $253,130,567 |
| Average notional value of contracts sold | $78,908,632 |
| Options: | |
| Average number of option contracts purchased | 1,200 |
| Average notional value of option contracts purchased | $133,800,000 |
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
19
Unconstrained 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.
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, 2026.
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
20
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Securities Purchased on a When-Issued Basis or Forward Commitment (continued)
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, 2026.
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, 2026, 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, 2022 through December 31, 2025. 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
21
Unconstrained Bond 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 0.30% 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 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, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $3,292 and $134,680 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 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
22
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
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 $800,599 in management fees for Class W for the six months ended June 30, 2026. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $69,112 for Class W shares for the six months ended June 30, 2026. These amounts are included as a reduction of expenses on the Statement of Operations.
For the six months ended June 30, 2026, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:
| RECOUPED | |||
| CLASS | AMOUNT | ||
| Class S | $424 | ||
As of June 30, 2026, 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 | 2029 | TOTAL | ||||||||||||||||
| Class S | $ | — | $ | 4,338 | $ | — | $ | — | $ | 4,338 | ||||||||||
| Class W | 141,376 | 137,133 | 156,446 | 69,112 | 504,067 | |||||||||||||||
| 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $80,654,806 and $87,679,935, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $80,547,867 and $91,438,535, respectively.
23
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 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 | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 16,293 | $ | 162,428 | 427,052 | $ | 4,230,770 | ||||||||||
| Reinvested | 12,775 | 126,764 | 71,955 | 713,595 | ||||||||||||
| Repurchased | (167,611 | ) | (1,667,928 | ) | (2,735,280 | ) | (27,116,371 | ) | ||||||||
| Total | (138,543 | ) | $ | (1,378,736 | ) | (2,236,273 | ) | $ | (22,172,006 | ) | ||||||
| CLASS I | FOR THE SIX MONTHS | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 3,070,416 | $ | 30,442,699 | 7,754,133 | $ | 76,746,931 | ||||||||||
| Reinvested | 578,495 | 5,713,325 | 1,165,141 | 11,521,609 | ||||||||||||
| Repurchased | (2,536,941 | ) | (25,158,315 | ) | (9,618,338 | ) | (95,153,739 | ) | ||||||||
| Total | 1,111,970 | $ | 10,997,709 | (699,064 | ) | $ | (6,885,199 | ) | ||||||||
| CLASS W | FOR THE SIX MONTHS | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 2,793,833 | $ | 27,758,906 | 3,612,202 | $ | 35,707,750 | ||||||||||
| Reinvested | 1,333,086 | 13,157,748 | 2,897,367 | 28,622,673 | ||||||||||||
| Repurchased | (6,674,299 | ) | (66,027,065 | ) | (10,138,662 | ) | (100,314,334 | ) | ||||||||
| Total | (2,547,380 | ) | $ | (25,110,411 | ) | (3,629,093 | ) | $ | (35,983,911 | ) | ||||||
Approximately 67% 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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, 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
24
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 8. | Financial Instruments and Loan Assignments (continued) |
the six months ended June 30, 2026, the Series invested in futures contracts (credit, 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.
| 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, 2025 were as follows:
| Ordinary income | $ | 41,307,784 |
At June 30, 2026, 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 | $ | 771,201,821 | ||
| Unrealized appreciation | 6,016,218 | |||
| Unrealized depreciation | (17,324,518 | ) | ||
| Net unrealized depreciation | $ | (11,308,300 | ) |
At December 31, 2025, the Series had net short-term capital loss carryforwards of $8,537,109 and net long-term capital loss carryforwards of $32,068,287, which may be carried forward indefinitely.
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of
25
Unconstrained Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 11. | Market Event (continued) |
the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
26
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 19, 2026, 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 5, 2026 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 with data from 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 and
27
Unconstrained Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
28
Unconstrained Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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.
29
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30
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-06/26-SAR
31
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| Diversified Tax Exempt Series |
Diversified Tax Exempt Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS - 91.2% | ||||||||
| FHLMC Multifamily VRD Certificates, Series ML-3, Revenue Bond, 4.641%, 10/25/20402 | 1,995,940 | $ | 2,074,670 | |||||
| Freddie Mac Multifamily M.L. Certificates, Series ML19, Class A, 4.033%, 12/25/20362 | 2,118,632 | 2,119,735 | ||||||
| 4,194,405 | ||||||||
| ALABAMA - 6.4% | ||||||||
| Black Belt Energy Gas District | ||||||||
| Series A, Revenue Bond, 5.000%, 12/1/2034 | 1,750,000 | 1,848,693 | ||||||
| Series C, Revenue Bond, 5.250%, 6/1/2036 | 1,750,000 | 1,885,280 | ||||||
| Series E, Revenue Bond, 5.000%, 7/1/2033 | 1,750,000 | 1,831,263 | ||||||
| Series F, Revenue Bond, 5.000%, 12/1/2035 | 1,395,000 | 1,474,120 | ||||||
| Energy Southeast A Cooperative District, Series B, Revenue Bond, 5.000%, 11/1/2033 | 2,000,000 | 2,127,450 | ||||||
| Southeast Energy Authority A Cooperative District, Series E, Revenue Bond, 5.000%, 10/1/2030 | 1,750,000 | 1,868,263 | ||||||
| 11,035,069 | ||||||||
| 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 | 194,817 | ||||||
| School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2033 | 130,000 | 146,973 | ||||||
| School Impt., Series C, G.O. Bond, AGC, 5.000%, 7/1/2035 | 150,000 | 166,999 | ||||||
| 508,789 | ||||||||
| COLORADO - 0.5% | ||||||||
| Denver Wastewater Management Division Department of Public Works, Public Impt., Revenue Bond, 5.000%, 11/1/2029 | 750,000 | 789,169 | ||||||
| DELAWARE - 0.3% | ||||||||
| Delaware State Housing Authority, Series A, Revenue Bond, 3.350%, 1/1/2032 | 450,000 | 450,554 | ||||||
| DISTRICT OF COLUMBIA - 4.5% | ||||||||
| District of Columbia | ||||||||
| Public Impt., Series A, G.O. Bond, 5.000%, 10/15/2036 | 1,265,000 | 1,327,234 | ||||||
| Public Impt., Series A, G.O. Bond, 5.000%, 1/1/2041 | 2,000,000 | 2,181,455 | ||||||
| District of Columbia Income Tax | ||||||||
| School Impt., Series A, Revenue Bond, 5.000%, 7/1/2041 | 1,115,000 | 1,207,164 | ||||||
| School Impt., Series A, Revenue Bond, 5.000%, 7/1/2042 | 1,895,000 | 2,043,760 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| DISTRICT OF COLUMBIA (continued) | ||||||||
| District of Columbia Water & Sewer Authority, Water Utility Impt., Series B, Revenue Bond, 5.000%, 10/1/2047 | 1,000,000 | $ | 1,044,240 | |||||
| 7,803,853 | ||||||||
| FLORIDA - 3.9% | ||||||||
| Broward County, Water & Sewer Utility, Sewer Impt., Series A, Revenue Bond, 5.000%, 10/1/2038 | 4,000,000 | 4,230,364 | ||||||
| Central Florida Expressway Authority | ||||||||
| Highway Impt., Senior Lien, Series D, Revenue Bond, 5.000%, 7/1/2033 | 825,000 | 907,548 | ||||||
| Senior Lien, Revenue Bond, 5.000%, 7/1/2027 | 500,000 | 512,010 | ||||||
| Fort Lauderdale, Public Impt., Series A, G.O. Bond, 5.000%, 7/1/2043 | 1,010,000 | 1,089,211 | ||||||
| 6,739,133 | ||||||||
| HAWAII - 0.8% | ||||||||
| Maui County, Public Impt., G.O. Bond, 5.000%, 3/1/2034 | 1,305,000 | 1,427,538 | ||||||
| ILLINOIS - 5.3% | ||||||||
| Bradley, Public Impt., Series A, G.O. Bond, 5.000%, 12/15/2030 | 1,185,000 | 1,288,435 | ||||||
| Elgin, Water Utility Impt., G.O. Bond, 5.000%, 12/15/2036 | 1,310,000 | 1,463,042 | ||||||
| Illinois State Toll Highway Authority | ||||||||
| Highway Impt., Series B, Revenue Bond, 5.000%, 1/1/2038 | 1,050,000 | 1,051,242 | ||||||
| Series B, Revenue Bond, 5.000%, 1/1/2031 | 1,500,000 | 1,611,587 | ||||||
| Kankakee Will Grundy Etc Counties Community College District No. 520 Kankakee, G.O. Bond, 5.000%, 12/1/2028 | 1,000,000 | 1,049,291 | ||||||
| Lake in the Hills, Multiple Utility Impt., G.O. Bond, 5.000%, 12/15/2037 | 710,000 | 784,926 | ||||||
| Rock Island County School District No. 41 Rock Island, School Impt., Series A, G.O. Bond, AGC, 5.000%, 1/1/2035 | 400,000 | 447,341 | ||||||
| United City of Yorkville | ||||||||
| Series B, G.O. Bond, 5.000%, 12/30/2028 | 200,000 | 210,798 | ||||||
| Series B, G.O. Bond, 5.000%, 12/30/2029 | 175,000 | 187,590 | ||||||
| Series B, G.O. Bond, 5.000%, 12/30/2030 | 175,000 | 190,320 | ||||||
| Series B, G.O. Bond, 5.000%, 12/30/2031 | 300,000 | 330,401 | ||||||
| Series B, G.O. Bond, 5.000%, 12/30/2032 | 225,000 | 250,295 | ||||||
| Series B, G.O. Bond, 5.000%, 12/30/2033 | 260,000 | 291,710 | ||||||
| 9,156,978 | ||||||||
| INDIANA - 1.6% | ||||||||
| Indiana Bond Bank, Series 1, Revenue Bond, 5.000%, 8/15/2036 | 2,000,000 | 2,217,076 | ||||||
The accompanying notes are an integral part of the financial statements.
1
Diversified Tax Exempt Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| INDIANA (continued) | ||||||||
| Indianapolis Local Public Improvement Bond Bank, Correctional Facility Impt, Series A, Revenue Bond, 5.000%, 2/1/2030 | 500,000 | $ | 528,961 | |||||
| 2,746,037 | ||||||||
| IOWA - 2.9% | ||||||||
| Altoona, Series A, G.O. Bond, 5.000%, 6/1/2036 | 1,845,000 | 2,032,177 | ||||||
| Le Mars Community School District, School Impt., G.O. Bond, AGC, 5.000%, 6/1/2034 | 1,000,000 | 1,095,886 | ||||||
| PEFA, Inc., Series A, Revenue Bond, 5.000%, 4/1/2035 | 1,700,000 | 1,818,590 | ||||||
| 4,946,653 | ||||||||
| KENTUCKY - 1.7% | ||||||||
| Kenton County School District, School Impt., Series A, G.O. Bond, 5.000%, 6/1/2036 | 1,050,000 | 1,152,577 | ||||||
| Kentucky Public Energy Authority, Series C, Revenue Bond, 5.000%, 5/1/2036 | 1,750,000 | 1,845,318 | ||||||
| 2,997,895 | ||||||||
| LOUISIANA - 0.3% | ||||||||
| New Orleans, Sewer Impt., Series B, Revenue Bond, 5.000%, 6/1/2027 | 500,000 | 508,981 | ||||||
| MAINE - 1.0% | ||||||||
| Bar Harbor, Multiple Utility Impt., G.O. Bond, 5.000%, 10/15/2040 | 1,000,000 | 1,108,279 | ||||||
| Maine Municipal Bond Bank, Highway Impt., Series A, Revenue Bond, 5.000%, 9/1/2027 | 675,000 | 693,916 | ||||||
| 1,802,195 | ||||||||
| MARYLAND - 0.6% | ||||||||
| Maryland, School Impt., Series A, G.O. Bond, 5.000%, 8/1/2035 | 1,000,000 | 1,074,993 | ||||||
| MASSACHUSETTS - 3.1% | ||||||||
| Commonwealth of Massachusetts, Transit Impt., Series C, G.O. Bond, 5.000%, 10/1/2047 | 5,000,000 | 5,295,061 | ||||||
| MICHIGAN - 0.7% | ||||||||
| Charter Township of White Lake | ||||||||
| G.O. Bond, 5.000%, 3/1/2036 | 575,000 | 654,937 | ||||||
| G.O. Bond, 5.000%, 3/1/2037 | 515,000 | 582,405 | ||||||
| 1,237,342 | ||||||||
| MINNESOTA - 1.2% | ||||||||
| Minnesota, Public Impt., Series A, G.O. Bond, 5.000%, 8/1/2036 | 1,970,000 | 2,060,533 | ||||||
| MISSOURI - 0.8% | ||||||||
| Fort Zumwalt School District, School Impt., G.O. Bond, BAM, 5.000%, 3/1/2033 | 1,260,000 | 1,353,233 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| NEBRASKA - 2.2% | ||||||||
| Nebraska Public Power District, Series B, Revenue Bond, 5.000%, 1/1/2030 | 640,000 | $ | 688,914 | |||||
| Omaha Public Power District | ||||||||
| Electric Light & Power Impt., Series A, Revenue Bond, 5.000%, 2/1/2046 | 2,065,000 | 2,166,061 | ||||||
| Series A, Revenue Bond, 5.000%, 2/1/2031 | 1,000,000 | 1,031,009 | ||||||
| 3,885,984 | ||||||||
| NEVADA - 2.4% | ||||||||
| Clark County, Public Impt., G.O. Bond, 5.000%, 11/1/2031 | 3,970,000 | 4,217,628 | ||||||
| NEW YORK - 10.8% | ||||||||
| Metropolitan Transportation Authority, Transit Impt., Green Bond, Series C-1, Revenue Bond, 4.750%, 11/15/2045 | 2,000,000 | 2,017,418 | ||||||
| New York | ||||||||
| Public Impt., Series D, G.O. Bond, 5.000%, 12/1/2042 | 1,500,000 | 1,549,014 | ||||||
| Series D, Prerefunded Balance, G.O. Bond, 1.216%, 8/1/2026 | 125,000 | 124,669 | ||||||
| Series D, Unrefunded Balance, G.O. Bond, 1.216%, 8/1/2026 | 1,075,000 | 1,072,470 | ||||||
| New York City Municipal Water Finance Authority, Series EE, Revenue Bond, 5.000%, 6/15/2040 | 3,500,000 | 3,592,072 | ||||||
| New York City Transitional Finance Authority Future Tax Secured, Series A-1, Revenue Bond, 5.000%, 8/1/2044 | 3,500,000 | 3,721,041 | ||||||
| New York State Dormitory Authority, Public Impt., Series C, Revenue Bond, 5.652%, 2/15/2030 | 1,000,000 | 1,038,774 | ||||||
| New York State Urban Development Corp., Correctional Facility Impt., Revenue Bond, 5.250%, 3/15/2038 | 5,000,000 | 5,558,538 | ||||||
| 18,673,996 | ||||||||
| NORTH CAROLINA - 2.8% | ||||||||
| Guilford County, Public Impt., Series B, G.O. Bond, 5.461%, 8/1/2030 | 1,400,000 | 1,417,049 | ||||||
| Mecklenburg County, School Impt., Series A, G.O. Bond, 4.000%, 4/1/2030 | 2,500,000 | 2,521,860 | ||||||
| North Carolina Housing Finance Agency, Series 60, Revenue Bond, 3.550%, 7/1/2036 | 1,000,000 | 976,749 | ||||||
| 4,915,658 | ||||||||
| NORTH DAKOTA - 2.9% | ||||||||
| Fargo | ||||||||
| Public Impt., Series A, G.O. Bond, 5.000%, 5/1/2038 | 2,235,000 | 2,462,583 | ||||||
| Public Impt., Series A, G.O. Bond, 5.000%, 5/1/2039 | 2,350,000 | 2,582,199 | ||||||
| 5,044,782 | ||||||||
The accompanying notes are an integral part of the financial statements.
2
Diversified Tax Exempt Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| OHIO - 3.2% | ||||||||
| Hamilton County, Parking Facility Impt., Series A, G.O. Bond, 5.000%, 12/1/2037 | 1,000,000 | $ | 1,082,398 | |||||
| Ohio, Public Impt., Series A, G.O. Bond, 5.000%, 3/1/2041 | 1,845,000 | 2,023,864 | ||||||
| Ohio Water Development Authority | ||||||||
| Sewer Impt., Revenue Bond, 5.000%, 12/1/2036 | 1,350,000 | 1,430,521 | ||||||
| Sewer Impt., Revenue Bond, 5.000%, 12/1/2037 | 1,000,000 | 1,059,184 | ||||||
| 5,595,967 | ||||||||
| OKLAHOMA - 0.4% | ||||||||
| Oklahoma Housing Finance Agency, Series B, Revenue Bond, 2.850%, 3/1/2029 | 640,000 | 640,356 | ||||||
| PENNSYLVANIA - 3.2% | ||||||||
| Central Dauphin School District, G.O. Bond, 5.000%, 5/15/2037 | 500,000 | 554,399 | ||||||
| Ephrata Area School District, School Impt., G.O. Bond, 5.000%, 3/1/2033 | 1,175,000 | 1,261,951 | ||||||
| Garnet Valley School District, School Impt., G.O. Bond, 5.000%, 4/1/2034 | 940,000 | 1,014,722 | ||||||
| Lancaster School District | ||||||||
| Series A, G.O. Bond, BAM, 5.000%, 6/1/2032 | 500,000 | 551,828 | ||||||
| Series A, G.O. Bond, BAM, 5.000%, 6/1/2034 | 1,000,000 | 1,107,513 | ||||||
| Pennsylvania Turnpike Commission, Revenue Bond, 5.000%, 12/1/2030 | 765,000 | 789,941 | ||||||
| Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM, 5.000%, 9/1/2032 | 300,000 | 325,181 | ||||||
| 5,605,535 | ||||||||
| SOUTH CAROLINA - 0.5% | ||||||||
| Charleston, Waterworks & Sewer System, Sewer Impt., Revenue Bond, 5.000%, 1/1/2044 | 850,000 | 886,977 | ||||||
| TENNESSEE - 3.8% | ||||||||
| Clarksville, Electric System, Revenue Bond, 5.000%, 9/1/2029 | 1,015,000 | 1,042,389 | ||||||
| Metropolitan Government of Nashville & Davidson County | ||||||||
| Electric Light & Power Impt., Series A, Revenue Bond, 5.000%, 5/15/2034 | 1,250,000 | 1,362,328 | ||||||
| Public Impt., G.O. Bond, 5.707%, 7/1/2034 | 1,885,000 | 1,940,873 | ||||||
| Shelby County, Series A, G.O. Bond, 5.000%, 4/1/2035 | 1,250,000 | 1,267,585 | ||||||
| Tennessee Housing Development Agency, Series 1, Revenue Bond, 1.600%, 1/1/2030 | 1,080,000 | 996,337 | ||||||
| 6,609,512 | ||||||||
| TEXAS - 6.2% | ||||||||
| Irving, Public Impt., G.O. Bond, 5.000%, 9/15/2032 | 3,030,000 | 3,349,518 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| TEXAS (continued) | ||||||||
| Judson Independent School District, G.O. Bond, 5.000%, 2/1/2036 | 835,000 | $ | 939,365 | |||||
| San Antonio Water System, Water Utility Impt., Series A, Revenue Bond, 5.000%, 5/15/2032 | 1,075,000 | 1,117,015 | ||||||
| Tarrant County, Highway Impt., G.O. Bond, 5.000%, 7/15/2036 | 2,300,000 | 2,501,240 | ||||||
| Texas Municipal Gas Acquisition & Supply Corp. III | ||||||||
| Revenue Bond, 5.000%, 12/15/2026 | 200,000 | 201,544 | ||||||
| Revenue Bond, 5.000%, 12/15/2027 | 600,000 | 614,533 | ||||||
| Revenue Bond, 5.000%, 12/15/2028 | 250,000 | 259,496 | ||||||
| Texas Municipal Gas Acquisition & Supply Corp. V, Revenue Bond, 5.000%, 4/1/2036 | 1,750,000 | 1,846,406 | ||||||
| 10,829,117 | ||||||||
| UTAH - 0.6% | ||||||||
| Utah Housing Corp., Series A, Revenue Bond, 2.900%, 1/1/2031 | 1,000,000 | 992,012 | ||||||
| WASHINGTON - 6.8% | ||||||||
| Seattle, Municipal Light & Power, Electric Light & Power Impt., Revenue Bond, 5.000%, 7/1/2041 | 1,040,000 | 1,132,604 | ||||||
| Tacoma, Electric System, Revenue Bond, 5.000%, 1/1/2046 | 1,030,000 | 1,077,365 | ||||||
| Washington | ||||||||
| School Impt., Series 2, G.O. Bond, 5.000%, 8/1/2043 | 1,000,000 | 1,076,393 | ||||||
| School Impt., Series 2020A, G.O. Bond, 5.000%, 8/1/2032 | 4,255,000 | 4,537,617 | ||||||
| School Impt., Series C, G.O. Bond, 5.000%, 2/1/2037 | 3,690,000 | 4,041,885 | ||||||
| 11,865,864 | ||||||||
| WISCONSIN - 7.1% | ||||||||
| Appleton Area School District, G.O. Bond, 5.000%, 3/1/2033 | 1,260,000 | 1,348,227 | ||||||
| Cameron School District, School Impt., G.O. Bond, BAM, 5.000%, 4/1/2038 | 925,000 | 1,011,584 | ||||||
| Eau Claire Area School District, G.O. Bond, 5.000%, 4/1/2032 | 1,380,000 | 1,482,689 | ||||||
| Fond Du Lac, Public Impt., Series A, G.O. Bond, 5.000%, 3/1/2031 | 2,565,000 | 2,726,347 | ||||||
| Madison Metropolitan School District, School Impt., G.O. Bond, 5.000%, 3/1/2033 | 1,095,000 | 1,174,714 | ||||||
| Pierce County, Series A, G.O. Bond, 5.000%, 3/1/2036 | 1,540,000 | 1,699,625 | ||||||
| Union Grove Union High School District, School Impt., G.O. Bond, 5.000%, 3/1/2036 | 1,015,000 | 1,121,978 | ||||||
The accompanying notes are an integral part of the financial statements.
3
Diversified Tax Exempt Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| WISCONSIN (continued) | ||||||||
| West Salem School District, School Impt., G.O. Bond, BAM, 5.000%, 4/1/2039 | 1,590,000 | $ | 1,726,371 | |||||
| 12,291,535 | ||||||||
| TOTAL MUNICIPAL BONDS | ||||||||
| (Identified Cost $158,906,182) | 158,183,334 | |||||||
| EXCHANGE-TRADED FUND - 2.7% | ||||||||
| iShares National Muni Bond ETF | ||||||||
| (Identified Cost $4,937,332) | 43,351 | 4,665,434 | ||||||
| U.S. TREASURY SECURITIES - 4.6% | ||||||||
| U.S. Treasury Notes - 4.6% | ||||||||
| U.S. Treasury Note | ||||||||
| 4.00%, 1/15/2027 | 1,000,000 | 1,000,078 | ||||||
| 1.50%, 1/31/2027 | 1,000,000 | 985,586 | ||||||
| 2.25%, 2/15/2027 | 1,000,000 | 989,180 | ||||||
| 4.125%, 2/15/2027 | 1,000,000 | 1,000,586 | ||||||
| 4.25%, 1/15/2028 | 1,000,000 | 1,001,055 | ||||||
| 3.50%, 1/31/2028 | 1,000,000 | 989,687 | ||||||
| 1.75%, 1/31/2029 | 1,000,000 | 941,172 | ||||||
| 2.625%, 2/15/2029 | 1,000,000 | 961,953 | ||||||
| Total U.S. Treasury Notes | ||||||||
| (Identified Cost $7,877,426) | 7,869,297 | |||||||
| TOTAL U.S. TREASURY SECURITIES | ||||||||
| (Identified Cost $7,877,426) | 7,869,297 | |||||||
| SHORT-TERM INVESTMENT - 0.4% | ||||||||
| BNY Dreyfus Government Cash Management, Institutional Shares, 3.60%3 | ||||||||
| (Identified Cost $716,156) | 716,156 | 716,156 | ||||||
| TOTAL INVESTMENTS - 98.9% | ||||||||
| (Identified Cost $172,437,096) | 171,434,221 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 1.1% | 1,990,638 | |||||||
| NET ASSETS - 100.0% | $ | 173,424,859 | ||||||
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.
The accompanying notes are an integral part of the financial statements.
4
Diversified Tax Exempt Series
Investment Portfolio - June 30, 2026
(unaudited)
1Amount is stated in USD unless otherwise noted.
2Variable 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, 2026.
3Rate shown is the current yield as of June 30, 2026.
The accompanying notes are an integral part of the financial statements.
5
Diversified Tax Exempt Series
Statement of Assets and Liabilities
June 30, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $172,437,096) (Note 2) | $ | 171,434,221 | ||
| Interest receivable | 2,026,764 | |||
| Receivable for securities sold | 115,000 | |||
| Receivable for fund shares sold | 24,856 | |||
| Dividends receivable | 7,574 | |||
| Prepaid expenses | 15,128 | |||
| TOTAL ASSETS | 173,623,543 | |||
| LIABILITIES: | ||||
| Accrued fund accounting and administration fees1 | 16,182 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Directors’ fees payable1 | 285 | |||
| Accrued management fees1 | 147 | |||
| Payable for fund shares repurchased | 129,526 | |||
| Professional fees payable | 30,517 | |||
| Accrued printing and postage fees payable | 13,622 | |||
| Other payables and accrued expenses | 6,148 | |||
| TOTAL LIABILITIES | 198,684 | |||
| TOTAL NET ASSETS | $ | 173,424,859 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 164,823 | ||
| Additional paid-in-capital | 174,243,320 | |||
| Total distributable earnings (loss) | (983,284 | ) | ||
| TOTAL NET ASSETS | $ | 173,424,859 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A | ||||
($599,281/56,969 shares) | $ | 10.52 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W | ||||
($172,825,578/16,425,310 shares) | $ | 10.52 | ||
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, 2026 (unaudited)
| INVESTMENT INCOME: | ||||
| Interest | $ | 2,729,242 | ||
| Dividends | 122,052 | |||
| Total Investment Income | 2,851,294 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 273,985 | |||
| Fund accounting and administration fees (Note 3) | 41,293 | |||
| Directors’ fees (Note 3) | 12,614 | |||
| Chief Compliance Officer service fees (Note 3) | 4,365 | |||
| Professional fees | 31,290 | |||
| Custodian fees | 3,115 | |||
| Miscellaneous | 39,947 | |||
| Total Expenses | 406,609 | |||
| Less reduction of expenses (Note 3) | (273,099 | ) | ||
| Net Expenses | 133,510 | |||
| NET INVESTMENT INCOME | 2,717,784 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | (724,541 | ) | ||
| Net change in unrealized appreciation (depreciation) on investments | 604,860 | |||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | (119,681 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 2,598,103 | ||
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 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 2,717,784 | $ | 5,772,399 | ||||
| Net realized gain (loss) on investments | (724,541 | ) | (783,199 | ) | ||||
| Net change in unrealized appreciation (depreciation) on investments | 604,860 | 4,932,420 | ||||||
| Net increase (decrease) from operations | 2,598,103 | 9,921,620 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 9): | ||||||||
| Class A | (7,696 | ) | (17,740 | ) | ||||
| Class W | (2,592,847 | ) | (5,611,176 | ) | ||||
| Total distributions to shareholders | (2,600,543 | ) | (5,628,916 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | (39,996,459 | ) | 4,981,916 | |||||
| Net increase (decrease) in net assets | (39,998,899 | ) | 9,274,620 | |||||
| NET ASSETS: | ||||||||
| Beginning of period | 213,423,758 | 204,149,138 | ||||||
| End of period | $ | 173,424,859 | $ | 213,423,758 | ||||
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 | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $ 10.53 | $ 10.33 | $ 10.48 | $ 10.24 | $ 10.94 | $ 11.58 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.14 | 0.24 | 0.19 | 0.17 | 0.10 | 0.10 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.01 | ) | 0.20 | (0.16 | ) | 0.24 | (0.74 | ) | (0.08 | ) | ||||||||||||||
| Total from investment operations | 0.13 | 0.44 | 0.03 | 0.41 | (0.64 | ) | 0.02 | |||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.14 | ) | (0.24 | ) | (0.18 | ) | (0.17 | ) | (0.06 | ) | (0.09 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | (0.00 | )2 | (0.57 | ) | ||||||||||||||||
| Total distributions to shareholders | (0.14 | ) | (0.24 | ) | (0.18 | ) | (0.17 | ) | (0.06 | ) | (0.66 | ) | ||||||||||||
| Net asset value - End of period | $ 10.52 | $ 10.53 | $ 10.33 | $ 10.48 | $ 10.24 | $ 10.94 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $ 599 | $ 584 | $ 917 | $ 1,383 | $ 2,162 | $ 2,430 | ||||||||||||||||||
| Total return3 | 1.21% | 4.30% | 0.29% | 4.10% | (5.83% | ) | 0.16% | |||||||||||||||||
| Ratios (to average net assets)/ Supplemental Data: | ||||||||||||||||||||||||
| Expenses | 0.45% | 4 | 0.47% | 0.62% | 0.62% | 0.63% | 0.67% | |||||||||||||||||
| Net investment income | 2.68% | 4 | 2.34% | 1.88% | 1.70% | 1.00% | 0.91% | |||||||||||||||||
| Series portfolio turnover | 16% | 30% | 11% | 20% | 10% | 23% | ||||||||||||||||||
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 | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $10.53 | $10.33 | $10.48 | $10.24 | $10.19 | $11.59 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.16 | 0.28 | 0.25 | 0.23 | 0.16 | 0.16 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.02 | ) | 0.19 | (0.17 | ) | 0.24 | (0.75 | ) | (0.09 | ) | ||||||||||||||
| Total from investment operations | 0.14 | 0.47 | 0.08 | 0.47 | (0.59 | ) | 0.07 | |||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.15 | ) | (0.27 | ) | (0.23 | ) | (0.23 | ) | (0.11 | ) | (0.15 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | (0.00 | )2 | (0.57 | ) | ||||||||||||||||
| Total distributions to shareholders | (0.15 | ) | (0.27 | ) | (0.23 | ) | (0.23 | ) | (0.11 | ) | (0.72 | ) | ||||||||||||
| Net asset value - End of period | $10.52 | $10.53 | $10.33 | $10.48 | $10.24 | $10.94 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $ 172,826 | $ 212,839 | $ 203,232 | $ 247,661 | $ 212,971 | $ 115,940 | ||||||||||||||||||
| Total return3 | 1.35% | 4.64% | 0.80% | 4.62% | (5.40% | ) | 0.62% | |||||||||||||||||
| Ratios (to average net assets)/ Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.15% | 4 | 0.13% | 0.12% | 0.12% | 0.13% | 0.17% | |||||||||||||||||
| Net investment income | 2.98% | 4 | 2.69% | 2.38% | 2.21% | 1.53% | 1.42% | |||||||||||||||||
| Series portfolio turnover | 16% | 30% | 11% | 20% | 10% | 23% | ||||||||||||||||||
*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:
| 0.30% | 4 | 0.33% | 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, 2026, 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
11
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, 2026 in valuing the Series’ assets or liabilities carried at fair value:
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Debt securities: | ||||||||||||||||
| Municipal Bonds | $ | 158,183,334 | $ | — | $ | 158,183,334 | $ | — | ||||||||
| U.S. Treasury and other U.S. | ||||||||||||||||
| Government agencies | 7,869,297 | — | 7,869,297 | — | ||||||||||||
| Exchange-traded fund | 4,665,434 | 4,665,434 | — | — | ||||||||||||
| Short-Term Investment | 716,156 | 716,156 | — | — | ||||||||||||
| Total assets | $ | 171,434,221 | $ | 5,381,590 | $ | 166,052,631 | $ | — | ||||||||
There were no Level 3 securities held by the Series as of December 31, 2025 or June 30, 2026.
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.
12
Diversified Tax Exempt 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, 2026, 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, 2022 through December 31, 2025. 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.
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.
13
Diversified Tax Exempt 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 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 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. 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 $273,099 in management fees for Class W shares for the six months ended June 30, 2026. This amount is included as a reduction of expenses on the Statement of Operations.
As of June 30, 2026, there are no expenses eligible to be recouped by the Advisor.
| 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $26,885,571 and $63,149,958, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $1,917,422 and $1,820,821, respectively.
14
Diversified Tax Exempt Series
Notes to Financial Statements (continued)
(unaudited)
| 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 | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 1,735 | $ | 18,400 | 10,054 | $ | 104,512 | ||||||||||
| Reinvested | 732 | 7,696 | 1,714 | 17,740 | ||||||||||||
| Repurchased | (995 | ) | (10,442 | ) | (45,087 | ) | (464,366 | ) | ||||||||
| Total | 1,472 | $ | 15,654 | (33,319 | ) | $ | (342,114 | ) | ||||||||
| CLASS W | FOR THE SIX MONTHS | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 610,036 | $ | 6,436,118 | 3,209,347 | $ | 33,093,730 | ||||||||||
| Reinvested | 245,027 | 2,577,379 | 537,037 | 5,569,169 | ||||||||||||
| Repurchased | (4,642,253 | ) | (49,025,610 | ) | (3,201,701 | ) | (33,338,869 | ) | ||||||||
| Total | (3,787,190 | ) | $ | (40,012,113 | ) | 544,683 | $ | 5,324,030 | ||||||||
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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, 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, 2026.
| 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.
15
Diversified Tax Exempt Series
Notes to Financial Statements (continued)
(unaudited)
| 9. | Federal Income Tax Information (continued) |
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, 2025 were as follows:
| Ordinary income | $ | 473,615 | ||
| Tax exempt income | 5,155,301 |
At June 30, 2026, 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 | $ | 172,437,096 | ||
| Unrealized appreciation | 717,158 | |||
| Unrealized depreciation | (1,720,033 | ) | ||
| Net unrealized depreciation | $ | (1,002,875 | ) |
As of December 31, 2025, the Series had net short-term capital loss carryforwards of $94,676 and net long-term capital loss carryforwards of $1,881,885, which may be carried forward indefinitely.
| 10. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
16
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 19, 2026, 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 5, 2026 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 with data from 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 and
17
Diversified Tax Exempt Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
18
Diversified Tax Exempt Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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
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20
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22
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-06/26-SAR
23
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| High Yield Bond Series |
High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| LOAN ASSIGNMENTS - 2.2% | ||||||||
| C&S Wholesale Grocers, Inc., Initial Term Loan B, (3 mo. U.S. Secured Overnight Financing Rate + 5.000%), 8.732%, 9/23/20302 | 12,058,875 | $ | 11,561,446 | |||||
| WestJet Loyalty LP, Initial Term Loan (Canada) (3 mo. U.S. Secured Overnight Financing Rate + 2.750%), 6.482%, 2/14/20312 | 21,744,099 | 21,037,416 | ||||||
| TOTAL
LOAN ASSIGNMENTS (Identified Cost $33,507,165) | 32,598,862 | |||||||
| CORPORATE BONDS - 94.0% | ||||||||
| Non-Convertible Corporate Bonds- 94.0% | ||||||||
| Communication Services - 7.5% | ||||||||
| Diversified Telecommunication Services - 1.5% | ||||||||
| ATP Tower Holdings - Andean Telecom Partners Chile S.p.A. - Andean Tower Partners C (Chile), 7.875%, 2/3/20303 | 3,000,000 | 3,098,730 | ||||||
| IHS Holding Ltd. (Nigeria), 6.25%, 11/29/20283 | 19,640,000 | 19,550,445 | ||||||
| 22,649,175 | ||||||||
| Entertainment - 1.0% | ||||||||
| OAK-Eagle Acquireco, Inc., 8.75%, 7/1/20343 | 13,660,000 | 14,495,879 | ||||||
| Interactive Media & Services - 1.1% | ||||||||
| Cars.com, Inc., 6.375%, 11/1/20283 | 3,999,000 | 3,966,682 | ||||||
| Ziff Davis, Inc., 4.625%, 10/15/20303 | 12,901,000 | 12,125,730 | ||||||
| 16,092,412 | ||||||||
| Media - 3.9% | ||||||||
| CCO Holdings LLC - CCO Holdings Capital Corp., 4.25%, 2/1/20313 | 23,827,000 | 21,464,460 | ||||||
| Directv Financing LLC - Directv Financing Co-Obligor, Inc., 10.00%, 2/15/20313 | 14,305,000 | 14,859,191 | ||||||
| Stagwell Global LLC, 5.625%, 8/15/20293 | 22,015,000 | 21,237,067 | ||||||
| 57,560,718 | ||||||||
| Total Communication Services. | 110,798,184 | |||||||
| Consumer Discretionary - 8.6% | ||||||||
| Auto Components - 1.4% | ||||||||
| American Axle & Manufacturing, Inc., 6.375%, 10/15/20323 | 20,690,000 | 20,613,834 | ||||||
| Automobiles - 0.9% | ||||||||
| Nissan Motor Acceptance Co. LLC, 6.125%, 9/30/20303 | 14,150,000 | 13,909,375 | ||||||
| Diversified Consumer Services - 1.3% | ||||||||
| McGraw-Hill Education, Inc., 7.375%, 9/1/20313 | 4,520,000 | 4,592,517 | ||||||
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Consumer Discretionary (continued) | ||||||||
| Diversified Consumer Services (continued) | ||||||||
| The ADT Security Corp., 5.875%, 10/15/20333 | 14,470,000 | $ | 14,215,488 | |||||
| 18,808,005 | ||||||||
| Hotels, Restaurants & Leisure - 3.4% | ||||||||
| Affinity Interactive, 6.875%, 12/15/20273 | 28,295,000 | 15,832,302 | ||||||
| Brightstar Lottery plc - Brightstar Global Solutions Corp. (United Kingdom), 5.75%, 1/15/20333 | 21,985,000 | 21,553,604 | ||||||
| SP Cruises Intermediate Ltd. (Bermuda), 11.50%, 3/14/20303 | 14,000,000 | 13,570,804 | ||||||
| 50,956,710 | ||||||||
| Household Durables - 1.5% | ||||||||
| LGI Homes, Inc., 4.00%, 7/15/20293 | 23,178,000 | 21,553,894 | ||||||
| Internet & Direct Marketing Retail - 0.1% | ||||||||
| Flutter Treasury DAC (United Kingdom), 5.875%, 6/4/20313 | 1,685,000 | 1,678,625 | ||||||
| Total Consumer Discretionary | 127,520,443 | |||||||
| Consumer Staples - 2.5% | ||||||||
| Consumer Staples Distribution & Retail - 0.6% | ||||||||
| C&S Group Enterprises LLC, 5.00%, 12/15/20283 | 9,568,000 | 9,072,157 | ||||||
| Food Products - 1.9% | ||||||||
| Fiesta Purchaser, Inc., 7.875%, 3/1/20313 | 7,105,000 | 7,167,873 | ||||||
| Minerva Luxembourg S.A. (Brazil), 4.375%, 3/18/20313 | 24,205,000 | 21,286,111 | ||||||
| 28,453,984 | ||||||||
| Total Consumer Staples | 37,526,141 | |||||||
| Energy - 12.9% | ||||||||
| Energy Equipment & Services - 3.5% | ||||||||
| Alpine Energy LLC, 13.00%, 4/30/20293 | 13,250,000 | 13,234,386 | ||||||
| Bristow Group, Inc., 6.75%, 2/1/20333 | 21,562,000 | 21,625,219 | ||||||
| SESI LLC, 7.875%, 9/30/20303 | 16,084,000 | 16,343,703 | ||||||
| 51,203,308 | ||||||||
| Metals & Mining - 2.2% | ||||||||
| Futura Resources Ltd. (Australia), 13.125%, 1/9/2031 | 14,000,000 | 11,900,000 | ||||||
| SunCoke Energy, Inc., 4.875%, 6/30/20293 | 22,690,000 | 21,462,294 | ||||||
| 33,362,294 | ||||||||
| Oil, Gas & Consumable Fuels - 7.2% | ||||||||
| Harvest Midstream I LP, 6.75%, 5/15/20343 | 14,185,000 | 14,376,978 | ||||||
| International Seaways, Inc., 7.125%, 9/23/2030 | 19,000,000 | 19,184,487 | ||||||
| Kinetik Holdings LP, 6.625%, 12/15/20283 | 10,049,000 | 10,215,820 | ||||||
The accompanying notes are an integral part of the financial statements.
1
High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Energy (continued) | ||||||||
| Oil, Gas & Consumable Fuels (continued) | ||||||||
| Neo Next+ Energy Consolidated Holdings Ltd. (United Kingdom), 6.625%, 6/11/20313 | 14,200,000 | $ | 13,991,664 | |||||
| New Fortress Energy, Inc., 8.75%, 3/15/2029 (Acquired 03/21/2024-09/23/2024, cost $17,399,143)4 | 19,325,000 | 3,030,163 | ||||||
| NGL Energy Operating LLC - NGL Energy Finance Corp., 8.375%, 2/15/20323 | 2,315,000 | 2,410,934 | ||||||
| Samos Energy Infrastructure Ltd. (Jersey), 10.50%, 7/13/20303 | 4,950,000 | 4,949,995 | ||||||
| Serica Energy plc (United Kingdom), 7.875%, 5/12/2031 | 9,800,000 | 9,901,459 | ||||||
| Venture Global LNG, Inc., 9.50%, 2/1/20293 | 25,630,000 | 27,620,120 | ||||||
| 105,681,620 | ||||||||
| Total Energy | 190,247,222 | |||||||
| Financials - 27.0% | ||||||||
| Banks - 1.3% | ||||||||
| Popular, Inc. (Puerto Rico), 7.25%, 3/13/2028 | 15,916,000 | 16,402,097 | ||||||
| The Bancorp, Inc., 7.375%, 9/1/2030 | 2,515,000 | 2,588,355 | ||||||
| 18,990,452 | ||||||||
| Capital Markets - 5.2% | ||||||||
| BGC Group, Inc., 6.60%, 6/10/2029 | 13,265,000 | 13,679,364 | ||||||
| Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance, 5.95%, 9/17/20303 | 22,540,000 | 21,602,889 | ||||||
| Icahn Enterprises LP - Icahn Enterprises Finance Corp., 9.00%, 6/15/2030 | 29,016,000 | 27,063,029 | ||||||
| StoneX Escrow Issuer LLC, 6.875%, 7/15/20323 | 13,818,000 | 14,208,371 | ||||||
| 76,553,653 | ||||||||
| Consumer Finance - 4.4% | ||||||||
| Encore Capital Group, Inc., 6.625%, 4/15/20313 | 14,455,000 | 14,614,571 | ||||||
| PRA Group, Inc., 8.875%, 1/31/20303 | 26,390,000 | 27,232,812 | ||||||
| SLM Corp., | ||||||||
| 6.50%, 1/31/2030 | 4,043,000 | 4,101,512 | ||||||
| (U.S. Secured Overnight Financing Index + 2.710%), 6.495%, 5/15/20325 | 18,410,000 | 18,413,313 | ||||||
| 64,362,208 | ||||||||
| Financial Services - 9.1% | ||||||||
| Burford Capital Global Finance LLC, 7.50%, 7/15/20333 | 29,335,000 | 24,851,822 | ||||||
| Clear Street Holdings LLC, 8.00%, 9/30/20303 | 14,000,000 | 13,952,724 | ||||||
| Golden Pear Funding HoldCo LLC, 10.00%, 4/30/20313 | 7,000,000 | 7,007,240 | ||||||
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Financials (continued) | ||||||||
| Financial Services (continued) | ||||||||
| Jefferies Finance LLC - JFIN Co-Issuer Corp., | ||||||||
| 5.00%, 8/15/20283 | 15,445,000 | $ | 14,916,107 | |||||
| 6.625%, 10/15/20313 | 15,255,000 | 15,020,086 | ||||||
| Oxford Finance LLC - Oxford Finance Co-Issuer II, Inc., 7.75%, 5/15/20313 | 21,605,000 | 21,408,719 | ||||||
| Provident Funding Associates LP - PFG Finance Corp., 9.75%, 9/15/20293 | 9,990,000 | 10,430,998 | ||||||
| Velocity Commercial Capital LLC, 9.375%, 2/15/20313 | 19,455,000 | 20,128,227 | ||||||
| Velocity Portfolio Group, Inc., 9.75%, 3/1/2033 (Acquired 02/07/2025, cost $7,000,000)4 | 7,000,000 | 7,429,305 | ||||||
| 135,145,228 | ||||||||
| Insurance - 5.6% | ||||||||
| Acrisure LLC - Acrisure Finance, Inc., 6.75%, 7/1/20323 | 14,694,000 | 13,210,424 | ||||||
| APH Somerset Investor 2 LLC - APH2 Somerset Investor 2 LLC - APH3 Somerset Investor, 7.875%, 11/1/20293 | 35,905,000 | 36,368,886 | ||||||
| F&G Annuities & Life, Inc., 6.50%, 6/4/2029 | 19,055,000 | 19,458,075 | ||||||
| SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029 | 12,707,000 | 13,270,007 | ||||||
| 82,307,392 | ||||||||
| Mortgage Real Estate Investment Trusts (REITS) - 1.4% | ||||||||
| Arbor Realty SR, Inc., | ||||||||
| 9.00%, 10/15/20273 | 6,000,000 | 5,962,594 | ||||||
| 7.875%, 7/15/20303 | 15,605,000 | 14,694,054 | ||||||
| 20,656,648 | ||||||||
| Total Financials | 398,015,581 | |||||||
| Health Care - 9.6% | ||||||||
| Health Care Equipment & Supplies - 0.9% | ||||||||
| Teleflex, Inc., 4.25%, 6/1/20283 | 14,085,000 | 13,878,927 | ||||||
| Health Care Providers & Services - 5.3% | ||||||||
| Adapthealth LLC, 4.625%, 8/1/20293 | 14,557,000 | 14,056,712 | ||||||
| Centene Corp., 2.50%, 3/1/2031 | 25,300,000 | 22,095,290 | ||||||
| Prime Healthcare Services, Inc., 9.375%, 9/1/20293 | 19,985,000 | 20,867,507 | ||||||
| Radiology Partners, Inc., 8.50%, 7/15/20323 | 20,480,000 | 21,451,518 | ||||||
| 78,471,027 | ||||||||
| Life Science Tools & Service - 0.5% | ||||||||
| Charles River Laboratories International, Inc., 4.25%, 5/1/20283 | 7,035,000 | 6,899,003 | ||||||
| Pharmaceuticals - 2.9% | ||||||||
| 1261229 BC Ltd., 10.00%, 4/15/20323 | 20,581,000 | 20,832,857 | ||||||
| Harrow, Inc., 8.625%, 9/15/20303 | 7,140,000 | 7,263,608 | ||||||
The accompanying notes are an integral part of the financial statements.
2
High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Health Care (continued) | ||||||||
| Pharmaceuticals (continued) | ||||||||
| Jazz Securities DAC, 4.375%, 1/15/20293 | 14,405,000 | $ | 14,106,086 | |||||
| 42,202,551 | ||||||||
| Total Health Care | 141,451,508 | |||||||
| Industrials - 9.3% | ||||||||
| Building Products - 0.8% | ||||||||
| ADI Escrow Issuer LLC, 7.125%, 7/15/20343 | 11,695,000 | 11,921,927 | ||||||
| Commercial Services & Supplies - 2.4% | ||||||||
| Cartiga LLC, 11.50%, 6/15/2031 (Acquired 06/15/2026, cost $7,000,000)4 | 7,000,000 | 7,000,001 | ||||||
| CoreCivic, Inc., 4.75%, 10/15/2027 | 14,285,000 | 14,204,815 | ||||||
| The GEO Group, Inc., 10.25%, 4/15/2031 | 12,969,000 | 14,022,758 | ||||||
| 35,227,574 | ||||||||
| Construction & Engineering - 1.0% | ||||||||
| Tutor Perini Corp., 6.625%, 7/15/20333 | 14,435,000 | 14,526,505 | ||||||
| Marine Transportation - 2.0% | ||||||||
| Contships Logistics Corp. (Greece), 9.00%, 2/11/2030 | 14,750,000 | 15,383,619 | ||||||
| Navios South American Logistics, Inc. (Uruguay), 8.875%, 7/14/20303 | 13,400,000 | 13,843,645 | ||||||
| 29,227,264 | ||||||||
| Passenger Airlines - 1.4% | ||||||||
| Alaska Airlines, Inc., 6.50%, 6/1/20313 | 21,200,000 | 21,303,738 | ||||||
| Trading Companies & Distributors - 1.7% | ||||||||
| Airborne Capital USA LLC, 10.50%, 8/2/2029 | 5,000,000 | 4,270,139 | ||||||
| Avation Group S Pte Ltd. (Singapore), 8.50%, 5/15/20313 | 21,360,000 | 20,158,272 | ||||||
| 24,428,411 | ||||||||
| Total Industrials | 136,635,419 | |||||||
| Information Technology - 5.5% | ||||||||
| IT Services - 2.1% | ||||||||
| CoreWeave, Inc., 9.00%, 2/1/20313 | 1,910,000 | 1,888,680 | ||||||
| Meridian Arc Holdco LLC, 6.25%, 4/30/20313 | 14,250,000 | 14,275,762 | ||||||
| SE Cosmos LLC, 8.875%, 5/1/20313 | 14,250,000 | 14,650,154 | ||||||
| 30,814,596 | ||||||||
| Software - 3.4% | ||||||||
| Cloud Software Group, Inc., 6.50%, 3/31/20293 | 11,205,000 | 10,876,353 | ||||||
| Consensus Cloud Solutions, Inc., 6.50%, 10/15/20283 | 5,570,000 | 5,569,080 | ||||||
| Core Scientific Finance I LLC, 7.75%, 5/15/20313 | 19,630,000 | 19,902,080 | ||||||
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Information Technology (continued) | ||||||||
| Software (continued) | ||||||||
| Flash Compute LLC, 7.25%, 12/31/20303 | 13,940,000 | $ | 14,340,656 | |||||
| 50,688,169 | ||||||||
| Total Information Technology | 81,502,765 | |||||||
| Materials - 6.9% | ||||||||
| Chemicals - 1.0% | ||||||||
| Consolidated Energy Finance S.A. (Switzerland), 12.00%, 2/15/20313 | 13,565,000 | 14,020,511 | ||||||
| Containers & Packaging - 0.8% | ||||||||
| OI European Group B.V., 4.75%, 2/15/20303 | 13,086,000 | 12,423,942 | ||||||
| Metals & Mining - 3.8% | ||||||||
| ACG Holdco 1 plc (United Kingdom), 14.75%, 1/13/2029 | 9,150,000 | 10,110,750 | ||||||
| Cornish Metals plc (United Kingdom), 13.50%, 5/21/20323 | 6,935,000 | 7,197,952 | ||||||
| Endeavour Mining plc (Côte d'Ivoire), 7.00%, 5/28/20303 | 6,785,000 | 6,913,627 | ||||||
| Nickel Industries Ltd. (Indonesia), 9.00%, 9/30/20303 | 20,315,000 | 20,860,796 | ||||||
| Theta Gold Mines Ltd. (Australia), 12.75%, 6/12/20303 | 10,900,000 | 10,791,000 | ||||||
| 55,874,125 | ||||||||
| Paper & Forest Products - 1.3% | ||||||||
| Magnera Corp., 7.25%, 11/15/20313 | 19,460,000 | 18,928,607 | ||||||
| Total Materials | 101,247,185 | |||||||
| Real Estate - 1.8% | ||||||||
| Real Estate Management & Development - 1.5% | ||||||||
| Five Point Operating Co. LP, 8.00%, 10/1/20303 | 21,410,000 | 21,923,852 | ||||||
| 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 | 4,355,856 | ||||||
| Total Real Estate | 26,279,708 | |||||||
| Utilities - 2.4% | ||||||||
| Electric Utilities - 1.2% | ||||||||
| Atlantica Sustainable Infrastructure plc (Spain), 4.125%, 6/15/20283 | 17,147,000 | 16,804,100 | ||||||
| Independent Power and Renewable Electricity Producers - 1.2% | ||||||||
| TerraForm Power Operating LLC, 4.75%, 1/15/20303 | 18,842,000 | 18,202,184 | ||||||
| Total Utilities | 35,006,284 | |||||||
| TOTAL
CORPORATE BONDS (Identified Cost $1,411,388,787) | 1,386,230,440 | |||||||
The accompanying notes are an integral part of the financial statements.
3
High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL
AMOUNT1/ SHARES | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES - 0.1% | ||||||||
| Oxford Finance Funding Trust, Series 2023-1A, Class A2, 6.716%, 2/15/20313 | ||||||||
| (Identified Cost $1,933,500) | 1,933,499 | $ | 1,944,890 | |||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.0%## | ||||||||
| PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 9.654%, 7/25/2029 (Acquired 07/24/2023, cost $178,794)2,4 | ||||||||
| (Identified Cost $178,792) | 178,792 | 178,777 | ||||||
| SHORT-TERM INVESTMENT - 3.3% | ||||||||
| BNY Dreyfus Government Cash Management, Institutional Shares, 3.60%6 | ||||||||
| (Identified Cost $48,407,821) | 48,407,821 | 48,407,821 | ||||||
| TOTAL
INVESTMENTS - 99.6% (Identified Cost $1,495,416,065) | 1,469,360,790 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 0.4% | 5,660,280 | |||||||
| NET ASSETS - 100% | $ | 1,475,021,070 | ||||||
REIT - Real Estate Investment Trust
| ## Less than 0.1%. |
| 1Amount is stated in USD unless otherwise noted. |
| 2Floating rate security. Rate shown is the rate in effect as of June 30, 2026. |
| 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, 2026 was $1,130,310,936, which represented 76.6% 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, 2026 was $21,994,102, or 1.5% of the Series’ Net Assets. |
| 5Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of June 30, 2026. |
| 6Rate shown is the current yield as of June 30, 2026. |
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, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $1,495,416,065) (Note 2) | $ | 1,469,360,790 | ||
| Cash | 216,528 | |||
| Interest receivable | 26,013,330 | |||
| Receivable for securities sold | 4,045,414 | |||
| Receivable for fund shares sold | 1,712,960 | |||
| Dividends receivable | 121,734 | |||
| Prepaid expenses | 7,391 | |||
| TOTAL ASSETS | 1,501,478,147 | |||
| LIABILITIES: | ||||
| Accrued management fees1 | 482,948 | |||
| Accrued sub-transfer agent fees1 | 386,358 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 35,496 | |||
| Accrued fund accounting and administration fees1 | 30,612 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Payable for securities purchased | 23,326,012 | |||
| Payable for fund shares repurchased | 2,052,240 | |||
| Other payables and accrued expenses | 141,154 | |||
| TOTAL LIABILITIES | 26,457,077 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 1,475,021,070 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 1,520,854 | ||
| Additional paid-in-capital | 1,494,803,166 | |||
| Total distributable earnings (loss) | (21,302,950 | ) | ||
| TOTAL NET ASSETS | $ | 1,475,021,070 | ||
| NET ASSET VALUE,
OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($172,785,210/17,723,427 shares) | $ | 9.75 | ||
| NET ASSET VALUE,
OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($1,184,347,748/122,197,023 shares) | $ | 9.69 | ||
| NET ASSET VALUE,
OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class W ($2,812,518/290,729 shares) | $ | 9.67 | ||
| NET ASSET VALUE,
OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z ($115,075,594/11,874,225 shares) | $ | 9.69 | ||
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, 2026 (unaudited)
| INVESTMENT INCOME: | ||||
| Interest | $ | 53,033,274 | ||
| Dividends | 600,227 | |||
| Total Investment Income | 53,633,501 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 2,850,939 | |||
| Sub-transfer agent fees (Note 3) | 755,818 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 217,841 | |||
| Directors’ fees (Note 3) | 97,280 | |||
| Fund accounting and administration fees (Note 3) | 95,082 | |||
| Chief Compliance Officer service fees (Note 3) | 4,366 | |||
| Custodian fees | 23,613 | |||
| Recoupment of past waived and/or reimbursed fees (Note 3) | 637 | |||
| Miscellaneous | 216,051 | |||
| Total Expenses | 4,261,627 | |||
| Less reduction of expenses (Note 3) | (6,890 | ) | ||
| Net Expenses | 4,254,737 | |||
| NET INVESTMENT INCOME | 49,378,764 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | 4,753,376 | |||
| Net change in unrealized appreciation (depreciation) on investments | (11,547,481 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | (6,794,105 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 42,584,659 |
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 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 49,378,764 | $ | 102,237,519 | ||||
| Net realized gain (loss) on investments | 4,753,376 | 5,003,621 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (11,547,481 | ) | (17,127,702 | ) | ||||
| Net increase (decrease) from operations | 42,584,659 | 90,113,438 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (5,464,042 | ) | (14,252,079 | ) | ||||
| Class I | (37,804,883 | ) | (79,708,488 | ) | ||||
| Class W | (115,551 | ) | (612,207 | ) | ||||
| Class Z | (3,753,168 | ) | (7,540,722 | ) | ||||
| Total distributions to shareholders | (47,137,644 | ) | (102,113,496 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | 40,418,414 | 84,100,001 | ||||||
| Net increase (decrease) in net assets | 35,865,429 | 72,099,943 | ||||||
| NET ASSETS: | ||||||||
| Beginning of period | 1,439,155,641 | 1,367,055,698 | ||||||
| End of period | $ | 1,475,021,070 | $ | 1,439,155,641 | ||||
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 6/30/26 (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||
| Net asset value - Beginning of period | $9.78 | $9.83 | $9.56 | $9.04 | $10.37 | $10.19 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||
| Net investment income1 | 0.32 | 0.69 | 0.72 | 0.71 | 0.60 | 0.53 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.04 | ) | (0.06 | ) | 0.18 | 0.45 | (1.40 | ) | 0.47 | |||||||||
| Total from investment operations | 0.28 | 0.63 | 0.90 | 1.16 | (0.80 | ) | 1.00 | |||||||||||
| Less distributions to shareholders: | ||||||||||||||||||
| From net investment income | (0.31 | ) | (0.68 | ) | (0.63 | ) | (0.60 | ) | (0.51 | ) | (0.47 | ) | ||||||
| From net realized gain on investments | — | (0.00 | )2 | — | — | (0.02 | ) | (0.35 | ) | |||||||||
| From return of capital | — | — | — | (0.04 | ) | — | — | |||||||||||
| Total distributions to shareholders | (0.31 | ) | (0.68 | ) | (0.63 | ) | (0.64 | ) | (0.53 | ) | (0.82 | ) | ||||||
| Net asset value - End of period | $9.75 | $9.78 | $9.83 | $9.56 | $9.04 | $10.37 | ||||||||||||
| Net assets - End of period (000’s omitted) | $172,785 | $184,575 | $233,408 | $73,871 | $47,499 | $47,108 | ||||||||||||
| Total return3 | 2.87% | 6.65% | 9.64% | 13.31% | (7.69% | ) | 9.99% | |||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||
| Expenses* | 0.86%4 | 0.88%5 | 0.90%5 | 0.90% | 0.90% | 0.90% | ||||||||||||
| Net investment income | 6.66%4 | 7.01% | 7.32% | 7.73% | 6.23% | 5.02% | ||||||||||||
| Series portfolio turnover | 45% | 92% | 96% | 94% | 93% | 128% | ||||||||||||
*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 | N/A | 0.06% | 0.07% | 0.05% |
| 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. 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 I
| FOR THE | FOR THE YEAR ENDED | |||||||||||||||||
| SIX MONTHS ENDED 6/30/26 (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||
| Net asset value - Beginning of period | $9.72 | $9.78 | $9.60 | $9.23 | $10.73 | $10.71 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||
| Net investment income1 | 0.33 | 0.71 | 0.74 | 0.75 | 0.67 | 0.58 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.04 | ) | (0.06 | ) | 0.18 | 0.44 | (1.48 | ) | 0.49 | |||||||||
| Total from investment operations | 0.29 | 0.65 | 0.92 | 1.19 | (0.81 | ) | 1.07 | |||||||||||
| Less distributions to shareholders: | ||||||||||||||||||
| From net investment income | (0.32 | ) | (0.71 | ) | (0.74 | ) | (0.77 | ) | (0.67 | ) | (0.62 | ) | ||||||
| From net realized gain on investments | — | (0.00 | )2 | — | — | (0.02 | ) | (0.43 | ) | |||||||||
| From return of capital | — | — | — | (0.05 | ) | — | — | |||||||||||
| Total distributions to shareholders | (0.32 | ) | (0.71 | ) | (0.74 | ) | (0.82 | ) | (0.69 | ) | (1.05 | ) | ||||||
| Net asset value - End of period | $9.69 | $9.72 | $9.78 | $9.60 | $9.23 | $10.73 | ||||||||||||
| Net assets - End of period (000’s omitted) | $1,184,348 | $1,135,958 | $1,043,047 | $352,946 | $210,242 | $67,760 | ||||||||||||
| Total return3 | 3.03% | 6.89% | 9.95% | 13.63% | (7.50% | ) | 10.27% | |||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||
| Expenses* | 0.57%4 | 0.58% | 0.61%5 | 0.65% | 0.65% | 0.65% | ||||||||||||
| Net investment income | 6.95%4 | 7.29% | 7.62% | 7.99% | 6.82% | 5.28% | ||||||||||||
| Series portfolio turnover | 45% | 92% | 96% | 94% | 93% | 128% | ||||||||||||
*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 | N/A | 0.04% | 0.04% | 0.02% |
| 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. 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 6/30/26 (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||
| Net asset value - Beginning of period | $9.71 | $9.77 | $9.54 | $9.03 | $10.36 | $10.17 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||
| Net investment income1 | 0.36 | 0.75 | 0.81 | 0.78 | 0.66 | 0.63 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.06 | ) | (0.06 | ) | 0.17 | 0.44 | (1.38 | ) | 0.46 | |||||||||
| Total from investment operations | 0.30 | 0.69 | 0.98 | 1.22 | (0.72 | ) | 1.09 | |||||||||||
| Less distributions to shareholders: | ||||||||||||||||||
| From net investment income | (0.34 | ) | (0.75 | ) | (0.75 | ) | (0.66 | ) | (0.59 | ) | (0.55 | ) | ||||||
| From net realized gain on investments | — | (0.00 | )2 | — | — | (0.02 | ) | (0.35 | ) | |||||||||
| From return of capital | — | — | — | (0.05 | ) | — | — | |||||||||||
| Total distributions to shareholders | (0.34 | ) | (0.75 | ) | (0.75 | ) | (0.71 | ) | (0.61 | ) | (0.90 | ) | ||||||
| Net asset value - End of period | $9.67 | $9.71 | $9.77 | $9.54 | $9.03 | $10.36 | ||||||||||||
| Net assets - End of period (000’s omitted) | $2,813 | $6,704 | $1,564 | $77,661 | $74,810 | $137,215 | ||||||||||||
| Total return3 | 3.20% | 7.43% | 10.62% | 14.11% | (6.92% | ) | 10.89% | |||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||
| Expenses* | 0.10%4,5 | 0.10%5 | 0.10%6 | 0.10% | 0.10% | 0.10% | ||||||||||||
| Net investment income | 7.45%4 | 7.71% | 8.42% | 8.50% | 6.84% | 5.92% | ||||||||||||
| Series portfolio turnover | 45% | 92% | 96% | 94% | 93% | 128% | ||||||||||||
*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%4 | 0.40% | 0.40% | 0.47% | 0.46% | 0.47% |
| 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. |
| 5Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.06%. |
| 6Includes recoupment of past waived and/or reimbursed fees. Without the recoupment, the ratio would have been 0.08%. |
The accompanying notes are an integral part of the financial statements.
10
High Yield Bond Series
Financial Highlights - Class Z
| FOR THE | FOR THE YEAR ENDED | |||||||||||||||||
| SIX MONTHS ENDED 6/30/26 (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||
| Net asset value - Beginning of period | $9.72 | $9.78 | $9.60 | $9.23 | $10.73 | $10.69 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||
| Net investment income1 | 0.34 | 0.72 | 0.75 | 0.77 | 0.63 | 0.60 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.05 | ) | (0.06 | ) | 0.18 | 0.43 | (1.43 | ) | 0.50 | |||||||||
| Total from investment operations | 0.29 | 0.66 | 0.93 | 1.20 | (0.80 | ) | 1.10 | |||||||||||
| Less distributions to shareholders: | ||||||||||||||||||
| From net investment income | (0.32 | ) | (0.72 | ) | (0.75 | ) | (0.78 | ) | (0.68 | ) | (0.63 | ) | ||||||
| From net realized gain on investments | — | (0.00 | )2 | — | — | (0.02 | ) | (0.43 | ) | |||||||||
| From return of capital | — | — | — | (0.05 | ) | — | — | |||||||||||
| Total distributions to shareholders | (0.32 | ) | (0.72 | ) | (0.75 | ) | (0.83 | ) | (0.70 | ) | (1.06 | ) | ||||||
| Net asset value - End of period | $9.69 | $9.72 | $9.78 | $9.60 | $9.23 | $10.73 | ||||||||||||
| Net assets - End of period (000’s omitted) | $115,076 | $111,919 | $89,037 | $29,374 | $3,148 | $9,813 | ||||||||||||
| Total return3 | 3.09% | 7.02% | 10.01% | 13.77% | (7.39% | ) | 10.48% | |||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||
| Expenses* | 0.46%4 | 0.46% | 0.50%5 | 0.50% | 0.50% | 0.50% | ||||||||||||
| Net investment income | 7.06%4 | 7.37% | 7.70% | 8.23% | 6.38% | 5.41% | ||||||||||||
| Series portfolio turnover | 45% | 92% | 96% | 94% | 93% | 128% | ||||||||||||
*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 | N/A | 0.06% | 0.06% | 0.07% |
| 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. 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, 2026, 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.
| 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 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.
12
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Security Valuation (continued)
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 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, 2026 in valuing the Series’ assets or liabilities carried at fair value:
13
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Fair Value (continued)
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Debt securities: | ||||||||||||||||
| Loan Assignments | $ | 32,598,862 | $ | — | $ | 32,598,862 | $ | — | ||||||||
| Corporate debt: | ||||||||||||||||
| Communication Services | 110,798,184 | — | 110,798,184 | — | ||||||||||||
| Consumer Discretionary | 127,520,443 | — | 127,520,443 | — | ||||||||||||
| Consumer Staples | 37,526,141 | — | 37,526,141 | — | ||||||||||||
| Energy | 190,247,222 | — | 190,247,222 | — | ||||||||||||
| Financials | 398,015,581 | — | 398,015,581 | — | ||||||||||||
| Health Care | 141,451,508 | — | 141,451,508 | — | ||||||||||||
| Industrials | 136,635,419 | — | 136,635,419 | — | ||||||||||||
| Information Technology | 81,502,765 | — | 81,502,765 | — | ||||||||||||
| Materials | 101,247,185 | — | 101,247,185 | — | ||||||||||||
| Real Estate | 26,279,708 | — | 26,279,708 | — | ||||||||||||
| Utilities | 35,006,284 | — | 35,006,284 | — | ||||||||||||
| Asset-backed securities | 1,944,890 | — | 1,944,890 | — | ||||||||||||
| Commercial mortgage-backed securities | 178,777 | — | 178,777 | — | ||||||||||||
| Short-Term Investment | 48,407,821 | 48,407,821 | — | — | ||||||||||||
| Total assets | $ | 1,469,360,790 | $ | 48,407,821 | $ | 1,420,952,969 | $ | — | ||||||||
There were no Level 3 securities held by the Series as of December 31, 2025 or June 30, 2026.
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.
14
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Securities Purchased on a When-Issued Basis or Forward Commitment
The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2026.
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, 2026.
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.
15
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
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, 2026, 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, 2022 through December 31, 2025. 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 0.40% of the Series’ average daily net assets for investment advisory services.
16
High Yield Bond 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.
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, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $130,705 and $625,113, 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 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 $6,890 in management fees for Class W For the six months ended June, 30, 2026. 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, 2026.
17
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
For the six months ended June 30, 2026, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:
| CLASS | RECOUPED AMOUNT | |||
| Class W | $ | 637 | ||
As of June 30, 2026, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:
| CLASS | EXPIRING DECEMBER 31, | |||||||||||
| 2026 | 2029 | TOTAL | ||||||||||
| Class W | $ | 37,850 | $ | — | $ | 37,850 | ||||||
| 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $642,369,170 and $628,126,836, 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 6/30/26 | FOR THE YEAR ENDED
12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 1,714,759 | $ | 16,711,766 | 6,119,849 | $ | 59,982,325 | ||||||||||
| Reinvested | 520,571 | 5,063,772 | 1,355,521 | 13,235,092 | ||||||||||||
| Repurchased | (3,388,250 | ) | (33,066,411 | ) | (12,336,241 | ) | (120,193,276 | ) | ||||||||
| Total | (1,152,920 | ) | $ | (11,290,873 | ) | (4,860,871 | ) | $ | (46,975,859 | ) | ||||||
18
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 6. | Capital Stock Transactions (continued) |
| CLASS I | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 21,512,244 | $ | 208,867,998 | 53,348,786 | $ | 520,436,883 | ||||||||||
| Reinvested | 3,771,919 | 36,469,575 | 7,971,699 | 77,379,002 | ||||||||||||
| Repurchased | (19,927,455 | ) | (193,236,052 | ) | (51,133,276 | ) | (494,923,361 | ) | ||||||||
| Total | 5,356,708 | $ | 52,101,521 | 10,187,209 | $ | 102,892,524 | ||||||||||
| CLASS W | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 12,935 | $ | 124,835 | 1,122,549 | $ | 10,808,788 | ||||||||||
| Reinvested | 11,954 | 115,551 | 63,340 | 612,206 | ||||||||||||
| Repurchased | (424,809 | ) | (4,132,939 | ) | (655,440 | ) | (6,392,512 | ) | ||||||||
| Total | (399,920 | ) | $ | (3,892,553 | ) | 530,449 | $ | 5,028,482 | ||||||||
| CLASS Z | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 762,349 | $ | 7,401,250 | 10,058,533 | $ | 96,500,416 | ||||||||||
| Reinvested | 113,659 | 1,098,866 | 259,538 | 2,519,415 | ||||||||||||
| Repurchased | (514,648 | ) | (4,999,797 | ) | (7,908,206 | ) | (75,864,977 | ) | ||||||||
| Total | 361,360 | $ | 3,500,319 | 2,409,865 | $ | 23,154,854 | ||||||||||
Less than 1% 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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, 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, 2026.
19
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 8. | Financial Instruments (continued) |
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.
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, 2025 were as follows:
| Ordinary income | $101,579,172 |
| Long-term capital gains | $534,324 |
At June 30, 2026, 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 | $ | 1,497,682,151 | ||
| Unrealized appreciation | 16,761,621 | |||
| Unrealized depreciation | (45,082,982 | ) | ||
| Net unrealized depreciation | $ | (28,321,361 | ) |
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include
20
High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 11. | Market Event (continued) |
pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
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 19, 2026, 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 5, 2026 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 with data from 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 and
22
High Yield Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
23
High Yield Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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-06/26-SAR
25
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| Systematic High Yield Bond Series |
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS - 97.2% | ||||||||
| Non-Convertible Corporate Bonds- 97.2% | ||||||||
| Communication Services - 6.4% | ||||||||
| Diversified Telecommunication Services - 1.2% | ||||||||
| GCI LLC, 4.75%, 10/15/20282 | 105,000 | $ | 100,125 | |||||
| Level 3 Financing, Inc., 6.875%, 6/30/20332 | 100,000 | 102,690 | ||||||
| Windstream Services LLC - Windstream Escrow Finance Corp., 8.25%, 10/1/20312 | 110,000 | 116,004 | ||||||
| 318,819 | ||||||||
| Entertainment - 0.4% | ||||||||
| ROBLOX Corp., 3.875%, 5/1/20302 | 110,000 | 104,013 | ||||||
| Interactive Media & Services - 0.7% | ||||||||
| Cars.com, Inc., 6.375%, 11/1/20282 | 105,000 | 104,152 | ||||||
| Snap, Inc., 6.875%, 3/15/20342 | 100,000 | 96,821 | ||||||
| 200,973 | ||||||||
| Media - 3.4% | ||||||||
| CCO Holdings LLC - CCO Holdings Capital Corp., 4.50%, 8/15/20302 | 110,000 | 102,315 | ||||||
| Discovery Global Holdings, Inc., 4.279%, 3/15/2032 | 110,000 | 98,566 | ||||||
| Nexstar Media, Inc., 4.75%, 11/1/20282 | 105,000 | 102,859 | ||||||
| Paramount Global, 3.70%, 6/1/2028 | 105,000 | 101,869 | ||||||
| Scripps Escrow II, Inc., 3.875%, 1/15/20292 | 115,000 | 104,728 | ||||||
| Sirius X.M. Radio LLC, 4.00%, 7/15/20282 | 105,000 | 102,240 | ||||||
| Stagwell Global LLC, 5.625%, 8/15/20292 | 105,000 | 101,290 | ||||||
| Univision Communications, Inc., 8.50%, 7/31/20312 | 100,000 | 100,472 | ||||||
| Versant Media Group, Inc., 7.25%, 1/30/20312 | 100,000 | 103,466 | ||||||
| 917,805 | ||||||||
| Wireless Telecommunication Services - 0.7% | ||||||||
| Rogers Communications, Inc. (Canada) (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 2.653%), 7.00%, 4/15/20553 | 100,000 | 102,254 | ||||||
| Vodafone Group plc (United Kingdom) (5 yr. Swap Semi 30/360 U.S. + 4.873%), 7.00%, 4/4/20793 | 100,000 | 103,650 | ||||||
| 205,904 | ||||||||
| Total Communication Services | 1,747,514 | |||||||
| Consumer Discretionary - 22.3% | ||||||||
| Auto Components - 2.3% | ||||||||
| Adient Global Holdings Ltd., 7.50%, 2/15/20332 | 110,000 | 113,554 | ||||||
| Garrett Motion Holdings, Inc. - Garrett LX I S.A.R.L, 7.75%, 5/31/20322 | 95,000 | 99,710 | ||||||
| Phinia, Inc., 6.75%, 4/15/20292 | 100,000 | 102,505 | ||||||
| Tenneco, Inc., 8.00%, 11/17/20282 | 100,000 | 100,615 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Consumer Discretionary (continued) | ||||||||
| Auto Components (continued) | ||||||||
| The Goodyear Tire & Rubber Co., | ||||||||
| 5.00%, 7/15/2029 | 105,000 | $ | 100,355 | |||||
| 5.25%, 7/15/2031 | 110,000 | 97,876 | ||||||
| 614,615 | ||||||||
| Automobiles - 0.4% | ||||||||
| Nissan Motor Acceptance Co. LLC, 2.45%, 9/15/20282 | 115,000 | 106,596 | ||||||
| Broadline Retail - 0.4% | ||||||||
| Macy’s Retail Holdings LLC, 6.125%, 3/15/20322 | 100,000 | 100,501 | ||||||
| Diversified Consumer Services - 1.1% | ||||||||
| Grand Canyon Univ., 5.125%, 10/1/2028 | 105,000 | 103,657 | ||||||
| McGraw-Hill Education, Inc., 7.375%, 9/1/20312 | 100,000 | 101,604 | ||||||
| StoneMor, Inc., 8.50%, 5/15/20292 | 105,000 | 103,426 | ||||||
| 308,687 | ||||||||
| Entertainment - 0.4% | ||||||||
| Mohegan Tribal Gaming Authority - MS Digital Entertainment Holdings LLC, 8.25%, 4/15/20302 | 100,000 | 104,306 | ||||||
| Hotels, Restaurants & Leisure - 3.8% | ||||||||
| Bloomin’ Brands, Inc. - OSI Restaurant Partners LLC, 5.125%, 4/15/20292 | 115,000 | 109,760 | ||||||
| Caesars Entertainment, Inc., 6.50%, 2/15/20322 | 100,000 | 97,412 | ||||||
| Carnival Corp. Ltd., 5.75%, 8/1/20322 | 100,000 | 101,014 | ||||||
| Jacobs Entertainment, Inc., 6.75%, 2/15/20292 | 105,000 | 103,156 | ||||||
| Marriott Ownership Resorts, Inc., 6.50%, 10/1/20332 | 105,000 | 104,330 | ||||||
| Ontario Gaming GTA LP - OTG Co-Issuer, Inc. (Canada), 8.00%, 8/1/20302 | 100,000 | 99,145 | ||||||
| Speedway Motorsports LLC - Speedway Funding II, Inc., 4.875%, 11/1/20272 | 105,000 | 104,210 | ||||||
| Travel + Leisure Co., 4.625%, 3/1/20302 | 105,000 | 101,578 | ||||||
| Wynn Las Vegas LLC - Wynn Las Vegas Capital Corp., 5.25%, 5/15/20272 | 100,000 | 99,980 | ||||||
| Wynn Resorts Finance LLC - Wynn Resorts Capital Corp., 7.125%, 2/15/20312 | 100,000 | 105,660 | ||||||
| 1,026,245 | ||||||||
| Household Durables - 6.8% | ||||||||
| Adams Homes, Inc., 9.25%, 10/15/20282 | 100,000 | 103,312 | ||||||
| Ashton Woods USA LLC - Ashton Woods Finance Co., 4.625%, 4/1/20302 | 110,000 | 104,394 | ||||||
| Beazer Homes USA, Inc., 7.50%, 3/15/20312 | 105,000 | 104,565 | ||||||
The accompanying notes are an integral part of the financial statements.
1
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Consumer Discretionary (continued) | ||||||||
| Household Durables (continued) | ||||||||
| Brookfield Residential Properties, Inc. - Brookfield Residential U.S. LLC (Canada), 4.875%, 2/15/20302 | 95,000 | $ | 88,417 | |||||
| Century Communities, Inc., 3.875%, 8/15/20292 | 110,000 | 104,969 | ||||||
| Dream Finders Homes, Inc., 8.25%, 8/15/20282 | 100,000 | 102,271 | ||||||
| Empire Communities Corp. (Canada), 9.75%, 5/1/20292 | 95,000 | 97,852 | ||||||
| K Hovnanian Enterprises, Inc., 8.00%, 4/1/20312 | 105,000 | 108,352 | ||||||
| LGI Homes, Inc., 4.00%, 7/15/20292 | 110,000 | 102,292 | ||||||
| M/I Homes, Inc., 3.95%, 2/15/2030 | 110,000 | 104,491 | ||||||
| Mattamy Group Corp. (Canada), 4.625%, 3/1/20302 | 105,000 | 100,826 | ||||||
| Newell Brands, Inc., 8.50%, 6/1/20282 | 95,000 | 99,375 | ||||||
| Risewell Homes, Inc., 9.25%, 10/1/20292 | 100,000 | 103,479 | ||||||
| Shea Homes LP - Shea Homes Funding Corp., 4.75%, 4/1/2029 | 105,000 | 102,602 | ||||||
| Somnigroup International, Inc., 4.00%, 4/15/20292 | 105,000 | 101,209 | ||||||
| STL Holding Co. LLC, 8.75%, 2/15/20292 | 100,000 | 103,841 | ||||||
| Taylor Morrison Communities, Inc., 5.75%, 1/15/20282 | 100,000 | 101,225 | ||||||
| Weekley Homes LLC - Weekley Finance Corp., 4.875%, 9/15/20282 | 105,000 | 103,438 | ||||||
| 1,836,910 | ||||||||
| Internet & Direct Marketing Retail - 0.7% | ||||||||
| American Builders & Contractors Supply Co., Inc., 4.00%, 1/15/20282 | 105,000 | 103,205 | ||||||
| Match Group Holdings II LLC, 4.625%, 6/1/20282 | 105,000 | 103,501 | ||||||
| 206,706 | ||||||||
| Specialty Retail - 4.1% | ||||||||
| Advance Auto Parts, Inc., 7.00%, 8/1/20302 | 100,000 | 102,575 | ||||||
| Asbury Automotive Group, Inc., 5.00%, 2/15/20322 | 105,000 | 100,279 | ||||||
| Group 1 Automotive, Inc., 6.375%, 1/15/20302 | 100,000 | 101,297 | ||||||
| LCM Investments Holdings II LLC, 4.875%, 5/1/20292 | 105,000 | 102,339 | ||||||
| Lithia Motors, Inc., 4.375%, 1/15/20312 | 105,000 | 99,516 | ||||||
| Nordstrom, Inc., 4.375%, 4/1/2030 | 110,000 | 105,853 | ||||||
| Sonic Automotive, Inc., 4.875%, 11/15/20312 | 105,000 | 100,960 | ||||||
| The Gap, Inc., 3.625%, 10/1/20292 | 110,000 | 103,654 | ||||||
| Upbound Group, Inc., 6.375%, 2/15/20292 | 105,000 | 104,030 | ||||||
| Victra Holdings LLC - Victra Finance Corp., 8.75%, 9/15/20292 | 100,000 | 103,214 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Consumer Discretionary (continued) | ||||||||
| Specialty Retail (continued) | ||||||||
| Wayfair LLC, 7.75%, 9/15/20302 | 100,000 | $ | 105,144 | |||||
| 1,128,861 | ||||||||
| Textiles, Apparel & Luxury Goods - 2.3% | ||||||||
| Crocs, Inc., 4.125%, 8/15/20312 | 110,000 | 102,529 | ||||||
| Kontoor Brands, Inc., 4.125%, 11/15/20292 | 105,000 | 100,533 | ||||||
| The Men’s Wearhouse LLC, 9.00%, 2/1/20312 | 95,000 | 100,922 | ||||||
| The William Carter Co., 7.375%, 2/15/20312 | 100,000 | 103,476 | ||||||
| Under Armour, Inc., 7.25%, 7/15/20302 | 100,000 | 101,004 | ||||||
| VF Corp., 2.95%, 4/23/2030 | 120,000 | 109,466 | ||||||
| 617,930 | ||||||||
| Total Consumer Discretionary | 6,051,357 | |||||||
| Consumer Staples - 1.8% | ||||||||
| Food Products - 0.4% | ||||||||
| Fiesta Purchaser, Inc., 7.875%, 3/1/20312 | 100,000 | 100,885 | ||||||
| Personal Care Products - 1.1% | ||||||||
| BellRing Brands, Inc., 7.00%, 3/15/20302 | 100,000 | 100,035 | ||||||
| Edgewell Personal Care Co., 4.125%, 4/1/20292 | 105,000 | 101,549 | ||||||
| HLF Financing S.A.R.L LLC - Herbalife International, Inc., 4.875%, 6/1/20292 | 100,000 | 93,648 | ||||||
| 295,232 | ||||||||
| Tobacco - 0.3% | ||||||||
| Turning Point Brands, Inc., 7.625%, 3/15/20322 | 95,000 | 98,229 | ||||||
| Total Consumer Staples | 494,346 | |||||||
| Energy - 11.1% | ||||||||
| Energy Equipment & Services - 2.6% | ||||||||
| Helix Energy Solutions Group, Inc., 9.75%, 3/1/20292 | 95,000 | 99,543 | ||||||
| Nabors Industries, Inc., 7.625%, 11/15/20322 | 100,000 | 102,272 | ||||||
| Oceaneering International, Inc., 6.00%, 2/1/2028 | 100,000 | 101,424 | ||||||
| Precision Drilling Corp. (Canada), 6.875%, 1/15/20292 | 105,000 | 105,499 | ||||||
| SESI LLC, 7.875%, 9/30/20302 | 100,000 | 101,615 | ||||||
| Tidewater, Inc., 9.125%, 7/15/20302 | 95,000 | 101,690 | ||||||
| WBI Operating LLC, 6.25%, 10/15/20302 | 105,000 | 105,595 | ||||||
| 717,638 | ||||||||
| Metals & Mining - 0.4% | ||||||||
| SunCoke Energy, Inc., 4.875%, 6/30/20292 | 105,000 | 99,319 | ||||||
The accompanying notes are an integral part of the financial statements.
2
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Energy (continued) | ||||||||
| Oil, Gas & Consumable Fuels - 8.1% | ||||||||
| Alliance Resource Operating Partners LP - Alliance Resource Finance Corp., 8.625%, 6/15/20292 | 95,000 | $ | 99,127 | |||||
| Ascent Resources Utica Holdings LLC - ARU Finance Corp., 6.625%, 7/15/20332 | 100,000 | 100,953 | ||||||
| CITGO Petroleum Corp., 8.375%, 1/15/20292 | 100,000 | 102,833 | ||||||
| CNX Midstream Partners LP, 4.75%, 4/15/20302 | 110,000 | 104,780 | ||||||
| CVR Energy, Inc., 7.50%, 2/15/20312 | 100,000 | 99,523 | ||||||
| Delek Logistics Partners LP - Delek Logistics Finance Corp., 8.625%, 3/15/20292 | 62,000 | 64,461 | ||||||
| Excelerate Energy LP, 8.00%, 5/15/20302 | 95,000 | 100,216 | ||||||
| Global Partners LP - GLP Finance Corp., 7.125%, 7/1/20332 | 100,000 | 101,142 | ||||||
| Hess Midstream Operations LP, 5.875%, 3/1/20282 | 100,000 | 100,711 | ||||||
| Hilcorp Energy I LP - Hilcorp Finance Co., 6.00%, 2/1/20312 | 105,000 | 101,657 | ||||||
| Howard Midstream Energy Partners LLC, 7.375%, 7/15/20322 | 100,000 | 103,506 | ||||||
| Kraken Oil & Gas Partners LLC, 7.625%, 8/15/20292 | 100,000 | 100,924 | ||||||
| Martin Midstream Partners LP - Martin Midstream Finance Corp., 11.50%, 2/15/20282 | 100,000 | 100,781 | ||||||
| Northriver Midstream Finance LP (Canada), 6.75%, 7/15/20322 | 100,000 | 101,254 | ||||||
| PBF Holding Co. LLC - PBF Finance Corp., 7.875%, 9/15/20302 | 100,000 | 101,867 | ||||||
| Rockies Express Pipeline LLC, 4.80%, 5/15/20302 | 105,000 | 102,590 | ||||||
| Saturn Oil & Gas, Inc. (Canada), 9.625%, 6/15/20292 | 93,000 | 96,928 | ||||||
| SM Energy Co., 6.75%, 8/1/20292 | 100,000 | 101,798 | ||||||
| Venture Global Calcasieu Pass LLC, 6.25%, 1/15/20302 | 95,000 | 97,361 | ||||||
| Venture Global LNG, Inc., 9.50%, 2/1/20292 | 95,000 | 102,377 | ||||||
| Vermilion Energy, Inc. (Canada), 6.875%, 5/1/20302 | 100,000 | 99,488 | ||||||
| Wildfire Intermediate Holdings LLC, 7.50%, 10/15/20292 | 100,000 | 102,539 | ||||||
| 2,186,816 | ||||||||
| Total Energy | 3,003,773 | |||||||
| Financials - 12.8% | ||||||||
| Banks - 0.4% | ||||||||
| Popular, Inc. (Puerto Rico), 7.25%, 3/13/2028 | 100,000 | 103,054 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Financials (continued) | ||||||||
| Capital Markets - 1.9% | ||||||||
| Aretec Group, Inc., 10.00%, 8/15/20302 | 95,000 | $ | 100,169 | |||||
| Coinbase Global, Inc., 3.625%, 10/1/20312 | 115,000 | 100,262 | ||||||
| Freedom Mortgage Holdings LLC, 9.25%, 2/1/20292 | 100,000 | 103,933 | ||||||
| Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.25%, 5/15/2027 | 105,000 | 103,812 | ||||||
| Stonex Escrow Issuer LLC, 6.875%, 7/15/20322 | 100,000 | 102,825 | ||||||
| 511,001 | ||||||||
| Consumer Finance - 3.4% | ||||||||
| Bread Financial Holdings, Inc., 6.75%, 5/15/20312 | 105,000 | 107,437 | ||||||
| Credit Acceptance Corp., 6.625%, 3/15/20302 | 100,000 | 100,337 | ||||||
| Enova International, Inc., 9.125%, 8/1/20292 | 100,000 | 104,539 | ||||||
| FirstCash, Inc., 4.625%, 9/1/20282 | 105,000 | 103,236 | ||||||
| Jefferson Capital Holdings LLC, 8.25%, 5/15/20302 | 100,000 | 105,066 | ||||||
| Navient Corp., 4.875%, 3/15/2028 | 105,000 | 102,965 | ||||||
| OneMain Finance Corp., 3.875%, 9/15/2028 | 105,000 | 101,709 | ||||||
| PRA Group, Inc., 8.375%, 2/1/20282 | 100,000 | 101,368 | ||||||
| PROG Holdings, Inc., 6.00%, 11/15/20292 | 105,000 | 102,677 | ||||||
| 929,334 | ||||||||
| Financial Services - 4.5% | ||||||||
| Block, Inc., 5.625%, 8/15/20302 | 100,000 | 100,267 | ||||||
| Coinbase Global, Inc., 3.375%, 10/1/20282 | 110,000 | 104,438 | ||||||
| CPI C.G., Inc., 10.00%, 7/15/20292 | 100,000 | 105,053 | ||||||
| CrossCountry Intermediate HoldCo LLC, 6.50%, 10/1/20302 | 105,000 | 103,532 | ||||||
| Jones Deslauriers Insurance Management, Inc. (Canada), 8.50%, 3/15/20302 | 100,000 | 102,140 | ||||||
| PennyMac Financial Services, Inc., 6.75%, 2/15/20342 | 100,000 | 95,997 | ||||||
| Provident Funding Associates LP - PFG Finance Corp., 9.75%, 9/15/20292 | 95,000 | 99,194 | ||||||
| Rocket Mortgage LLC - Rocket Mortgage Co-Issuer, Inc., 3.625%, 3/1/20292 | 105,000 | 100,995 | ||||||
| Shift4 Payments LLC - Shift4 Payments Finance Sub, Inc., 6.75%, 8/15/20322 | 100,000 | 100,207 | ||||||
| United Wholesale Mortgage LLC, 5.75%, 6/15/20272 | 105,000 | 103,981 | ||||||
| Walker & Dunlop, Inc., 6.625%, 4/1/20332 | 105,000 | 106,607 | ||||||
| WEX, Inc., 6.50%, 3/15/20332 | 100,000 | 99,602 | ||||||
| 1,222,013 | ||||||||
The accompanying notes are an integral part of the financial statements.
3
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Financials (continued) | ||||||||
| Insurance - 1.8% | ||||||||
| Acrisure LLC - Acrisure Finance, Inc., 4.25%, 2/15/20292 | 110,000 | $ | 100,394 | |||||
| APH Somerset Investor 2 LLC - APH2 Somerset Investor 2 LLC - APH3 Somerset Investor, 7.875%, 11/1/20292 | 100,000 | 101,292 | ||||||
| Assurant, Inc., (3 mo. CME Term U.S. Secured Overnight Financing Rate + 4.135%), 7.00%, 3/27/20483 | 100,000 | 101,997 | ||||||
| Asurion LLC - Asurion Co-Issuer, Inc., 8.00%, 12/31/20322 | 95,000 | 96,100 | ||||||
| Wilton RE Ltd., (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 5.266%), 6.00%2,3,4 | 100,000 | 95,192 | ||||||
| 494,975 | ||||||||
| Mortgage Real Estate Investment Trusts (REITS) - 0.8% | ||||||||
| Blackstone Mortgage Trust, Inc., 7.75%, 12/1/20292 | 100,000 | 103,444 | ||||||
| Starwood Property Trust, Inc., 5.25%, 10/15/20282 | 100,000 | 99,536 | ||||||
| 202,980 | ||||||||
| Total Financials | 3,463,357 | |||||||
| Health Care - 4.1% | ||||||||
| Health Care Providers & Services - 2.3% | ||||||||
| Acadia Healthcare Co., Inc., 7.375%, 3/15/20332 | 95,000 | 97,857 | ||||||
| Adapthealth LLC, 4.625%, 8/1/20292 | 110,000 | 106,220 | ||||||
| Centene Corp., 2.45%, 7/15/2028 | 110,000 | 104,497 | ||||||
| Prime Healthcare Services, Inc., 9.375%, 9/1/20292 | 100,000 | 104,416 | ||||||
| Radiology Partners, Inc., 8.50%, 7/15/20322 | 100,000 | 104,744 | ||||||
| Select Medical Corp., 6.25%, 12/1/20322 | 105,000 | 102,047 | ||||||
| 619,781 | ||||||||
| Life Science Tools & Service - 1.5% | ||||||||
| Avantor Funding, Inc., 4.625%, 7/15/20282 | 105,000 | 103,909 | ||||||
| Charles River Laboratories International, Inc., 4.25%, 5/1/20282 | 105,000 | 102,970 | ||||||
| Sotera Health Holdings LLC, 7.375%, 6/1/20312 | 95,000 | 98,544 | ||||||
| Star Parent, Inc., 9.00%, 10/1/20302 | 95,000 | 99,670 | ||||||
| 405,093 | ||||||||
| Pharmaceuticals - 0.3% | ||||||||
| Perrigo Finance Unlimited Co., 6.125%, 9/30/2032 | 105,000 | 100,464 | ||||||
| Total Health Care | 1,125,338 | |||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Industrials - 14.7% | ||||||||
| Air Freight & Logistics - 0.7% | ||||||||
| Rand Parent LLC, 8.50%, 2/15/20302 | 100,000 | $ | 103,517 | |||||
| Stonepeak Nile Parent LLC, 7.25%, 3/15/20322 | 95,000 | 98,407 | ||||||
| 201,924 | ||||||||
| Building Products - 1.5% | ||||||||
| Builders FirstSource, Inc., 6.75%, 5/15/20352 | 95,000 | 96,836 | ||||||
| Masterbrand, Inc., 7.00%, 7/15/20322 | 100,000 | 101,141 | ||||||
| Miter Brands Acquisition Holdco, Inc. - MIWD Borrower LLC, 6.75%, 4/1/20322 | 100,000 | 98,994 | ||||||
| Resideo Funding, Inc., 6.50%, 7/15/20322 | 105,000 | 105,630 | ||||||
| 402,601 | ||||||||
| Commercial Services & Supplies - 1.8% | ||||||||
| Deluxe Corp., 8.125%, 9/15/20292 | 100,000 | 103,543 | ||||||
| HNI Corp., 5.125%, 1/18/2029 (Acquired 12/08/2025, cost $98,073)5 | 97,000 | 93,842 | ||||||
| Pitney Bowes, Inc., 7.25%, 3/15/20292 | 105,000 | 106,155 | ||||||
| The GEO Group, Inc., 10.25%, 4/15/2031 | 90,000 | 97,313 | ||||||
| VT Topco, Inc., 8.50%, 8/15/20302 | 100,000 | 101,547 | ||||||
| 502,400 | ||||||||
| Construction & Engineering - 0.4% | ||||||||
| Brundage-Bone Concrete Pumping Holdings, Inc., 7.50%, 2/1/20322 | 100,000 | 103,756 | ||||||
| Ground Transportation - 0.4% | ||||||||
| XPO CNW, Inc., 6.70%, 5/1/2034 | 95,000 | 100,091 | ||||||
| Machinery - 3.1% | ||||||||
| Columbus McKinnon Corp., 7.125%, 2/1/20332 | 100,000 | 100,103 | ||||||
| Esab Corp., 6.25%, 4/15/20292 | 100,000 | 101,496 | ||||||
| JB Poindexter & Co., Inc., 8.75%, 12/15/20312 | 95,000 | 97,689 | ||||||
| New Flyer Holdings, Inc. (Canada), 9.25%, 7/1/20302 | 95,000 | 102,046 | ||||||
| Park-Ohio Industries, Inc., 8.50%, 8/1/20302 | 100,000 | 104,473 | ||||||
| The Manitowoc Co., Inc., 9.25%, 10/1/20312 | 110,000 | 118,156 | ||||||
| Titan International, Inc., 7.00%, 4/30/2028 | 100,000 | 99,876 | ||||||
| TMS International Corp., 6.25%, 4/15/20292 | 105,000 | 105,047 | ||||||
| 828,886 | ||||||||
| Passenger Airlines - 1.5% | ||||||||
| American Airlines, Inc. - AAdvantage Loyalty IP Ltd., 5.75%, 4/20/20292 | 105,000 | 105,177 | ||||||
| OneSky Flight LLC, 8.875%, 12/15/20292 | 100,000 | 105,783 | ||||||
The accompanying notes are an integral part of the financial statements.
4
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Industrials (continued) | ||||||||
| Passenger Airlines (continued) | ||||||||
| United Airlines Holdings, Inc., 4.875%, 3/1/2029 | 105,000 | $ | 103,926 | |||||
| VistaJet Malta Finance plc - Vista Management Holding, Inc. (Switzerland), 6.375%, 2/1/20302 | 105,000 | 99,937 | ||||||
| 414,823 | ||||||||
| Professional Services - 1.1% | ||||||||
| Clarivate Science Holdings Corp., 3.875%, 7/1/20282 | 105,000 | 101,053 | ||||||
| KBR, Inc., 4.75%, 9/30/20282 | 105,000 | 103,668 | ||||||
| Science Applications International Corp., 4.875%, 4/1/20282 | 105,000 | 104,204 | ||||||
| 308,925 | ||||||||
| Trading Companies & Distributors - 3.8% | ||||||||
| Avis Budget Car Rental LLC - Avis Budget Finance, Inc., 5.375%, 3/1/20292 | 105,000 | 102,339 | ||||||
| Azorra Finance Ltd., 7.25%, 1/15/20312 | 100,000 | 102,640 | ||||||
| BlueLinx Holdings, Inc., 6.00%, 11/15/20292 | 100,000 | 98,672 | ||||||
| Dcli Bidco LLC, 7.75%, 11/15/20292 | 100,000 | 103,368 | ||||||
| GGAM Finance Ltd. (Ireland), 8.00%, 6/15/20282 | 95,000 | 98,408 | ||||||
| Long Ridge Energy LLC, 8.75%, 2/15/20322 | 110,000 | 116,064 | ||||||
| Phoenix Aviation Capital Ltd. (Ireland), 9.25%, 7/15/20302 | 95,000 | 98,079 | ||||||
| QXO Building Products, Inc., 6.75%, 4/30/20322 | 100,000 | 103,229 | ||||||
| TrueNoord Capital DAC (Ireland), 8.75%, 3/1/20302 | 95,000 | 98,518 | ||||||
| Windsor Holdings III LLC, 8.50%, 6/15/20302 | 100,000 | 104,196 | ||||||
| 1,025,513 | ||||||||
| Transporation Infrastructure - 0.4% | ||||||||
| Railworks Holdings LP - Railworks Rally, Inc., 8.25%, 11/15/20282 | 100,000 | 100,135 | ||||||
| Total Industrials | 3,989,054 | |||||||
| Information Technology - 7.2% | ||||||||
| IT Services - 2.6% | ||||||||
| APLD ComputeCo 2 LLC, 6.75%, 3/15/20312 | 100,000 | 100,337 | ||||||
| APLD ComputeCo LLC, 9.25%, 12/15/20302 | 95,000 | 102,495 | ||||||
| Fortress Intermediate 3, Inc., 7.50%, 6/1/20312 | 100,000 | 101,733 | ||||||
| Go Daddy Operating Co LLC - GD Finance Co., Inc., 3.50%, 3/1/20292 | 110,000 | 103,535 | ||||||
| Insight Enterprises, Inc., 6.625%, 5/15/20322 | 110,000 | 111,831 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Information Technology (continued) | ||||||||
| IT Services (continued) | ||||||||
| Meridian Arc Holdco LLC, 6.25%, 4/30/20312 | 100,000 | $ | 100,181 | |||||
| SV RNO Property Owner 1 LLC, 5.875%, 3/1/20312 | 100,000 | 98,588 | ||||||
| 718,700 | ||||||||
| Semiconductors & Semiconductor Equipment - 0.4% | ||||||||
| Entegris, Inc., 4.375%, 4/15/20282 | 105,000 | 103,499 | ||||||
| Software - 4.2% | ||||||||
| Consensus Cloud Solutions, Inc., 6.50%, 10/15/20282 | 105,000 | 104,983 | ||||||
| Elastic N.V., 4.125%, 7/15/20292 | 110,000 | 104,947 | ||||||
| Fair Isaac Corp., 4.00%, 6/15/20282 | 105,000 | 102,567 | ||||||
| Flash Compute LLC, 7.25%, 12/31/20302 | 100,000 | 102,874 | ||||||
| Gen Digital, Inc., | ||||||||
| 6.75%, 9/30/20272 | 105,000 | 105,370 | ||||||
| 6.25%, 4/1/20332 | 105,000 | 103,476 | ||||||
| Open Text Corp. (Canada), 3.875%, 2/15/20282 | 105,000 | 102,259 | ||||||
| PTC, Inc., 4.00%, 2/15/20282 | 105,000 | 102,790 | ||||||
| RingCentral, Inc., 8.50%, 8/15/20302 | 95,000 | 99,342 | ||||||
| UKG, Inc., 6.875%, 2/1/20312 | 105,000 | 101,947 | ||||||
| WULF Compute LLC, 7.75%, 10/15/20302 | 95,000 | 99,714 | ||||||
| 1,130,269 | ||||||||
| Total Information Technology | 1,952,468 | |||||||
| Materials - 7.9% | ||||||||
| Chemicals - 3.0% | ||||||||
| Celanese U.S. Holdings LLC, 7.55%, 11/15/2030 | 95,000 | 100,696 | ||||||
| CVR Partners LP - CVR Nitrogen Finance Corp., 6.125%, 6/15/20282 | 105,000 | 104,783 | ||||||
| Huntsman International LLC, 4.50%, 5/1/2029 | 105,000 | 102,573 | ||||||
| Ingevity Corp., 3.875%, 11/1/20282 | 100,000 | 96,869 | ||||||
| Methanex U.S. Operations, Inc., 6.25%, 3/15/20322 | 100,000 | 101,256 | ||||||
| Olin Corp., 5.00%, 2/1/2030 | 105,000 | 101,777 | ||||||
| The Chemours Co., 4.625%, 11/15/20292 | 110,000 | 104,975 | ||||||
| WR Grace Holdings LLC, 6.625%, 8/15/20322 | 105,000 | 101,758 | ||||||
| 814,687 | ||||||||
| Construction Materials - 0.8% | ||||||||
| AmeriTex Holdco Intermediate LLC, 7.625%, 8/15/20332 | 100,000 | 104,535 | ||||||
| Standard Industries, Inc., 4.375%, 7/15/20302 | 105,000 | 99,752 | ||||||
| 204,287 | ||||||||
| Containers & Packaging - 2.2% | ||||||||
| Ardagh Group S.A., 9.50%, 12/1/20302 | 95,000 | 101,495 | ||||||
The accompanying notes are an integral part of the financial statements.
5
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Materials (continued) | ||||||||
| Containers & Packaging (continued) | ||||||||
| Cascades Inc. - Cascades USA, Inc. (Canada), 6.75%, 7/15/20302 | 105,000 | $ | 107,202 | |||||
| Graphic Packaging International LLC, 3.75%, 2/1/20302 | 110,000 | 103,349 | ||||||
| Mauser Packaging Solutions Holding Co., | ||||||||
| 7.875%, 4/15/20272 | 100,000 | 100,794 | ||||||
| 7.875%, 4/15/20302 | 100,000 | 102,211 | ||||||
| OI European Group B.V., 4.75%, 2/15/20302 | 100,000 | 94,941 | ||||||
| 609,992 | ||||||||
| Metals & Mining - 1.5% | ||||||||
| Champion Iron Canada, Inc. (Canada), 7.875%, 7/15/20322 | 100,000 | 103,434 | ||||||
| Cleveland-Cliffs, Inc., 4.875%, 3/1/20312 | 110,000 | 100,472 | ||||||
| Commercial Metals Co., 3.875%, 2/15/2031 | 110,000 | 103,038 | ||||||
| Novelis Corp., 4.75%, 1/30/20302 | 105,000 | 101,573 | ||||||
| 408,517 | ||||||||
| Paper & Forest Products - 0.4% | ||||||||
| Magnera Corp., 4.75%, 11/15/20292 | 110,000 | 102,717 | ||||||
| Total Materials | 2,140,200 | |||||||
| Real Estate - 5.5% | ||||||||
| Health Care REITs - 0.4% | ||||||||
| Diversified Healthcare Trust, 4.375%, 3/1/2031 | 115,000 | 105,265 | ||||||
| Hotel & Resort REITs - 0.8% | ||||||||
| Park Intermediate Holdings LLC - PK Domestic Property LLC - PK Finance Co-Issuer, 7.00%, 2/1/20302 | 100,000 | 102,452 | ||||||
| RLJ Lodging Trust LP, 4.00%, 9/15/20292 | 110,000 | 104,768 | ||||||
| 207,220 | ||||||||
| Office REITs - 0.8% | ||||||||
| Brandywine Operating Partnership LP, 8.30%, 3/15/2028 | 100,000 | 104,001 | ||||||
| Hudson Pacific Properties LP, 3.95%, 11/1/2027 | 105,000 | 102,349 | ||||||
| 206,350 | ||||||||
| Real Estate Management & Development - 2.4% | ||||||||
| Anywhere Real Estate Group LLC - Anywhere Co-Issuer Corp., 7.00%, 4/15/20302 | 100,000 | 100,600 | ||||||
| Cushman & Wakefield U.S. Borrower LLC, 6.75%, 5/15/20282 | 32,000 | 32,050 | ||||||
| Five Point Operating Co. LP, 8.00%, 10/1/20302 | 110,000 | 112,640 | ||||||
| Greystar Real Estate Partners LLC, 7.75%, 9/1/20302 | 100,000 | 103,961 | ||||||
| Hunt Companies, Inc., 5.25%, 4/15/20292 | 105,000 | 103,703 | ||||||
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Real Estate (continued) | ||||||||
| Real Estate Management & Development (continued) | ||||||||
| Newmark Group, Inc., 7.50%, 1/12/2029 | 95,000 | $ | 99,605 | |||||
| The Howard Hughes Corp., 4.125%, 2/1/20292 | 105,000 | 101,449 | ||||||
| 654,008 | ||||||||
| Specialized REITs - 1.1% | ||||||||
| Millrose Properties, Inc., 6.375%, 8/1/20302 | 100,000 | 101,296 | ||||||
| Rithm Capital Corp., 8.00%, 7/15/20302 | 100,000 | 99,690 | ||||||
| Vornado Realty LP, 3.40%, 6/1/2031 | 115,000 | 105,832 | ||||||
| 306,818 | ||||||||
| Total Real Estate | 1,479,661 | |||||||
| Utilities - 3.4% | ||||||||
| Gas Utilities - 1.5% | ||||||||
| AmeriGas Partners LP - AmeriGas Finance Corp., 9.50%, 6/1/20302 | 95,000 | 101,928 | ||||||
| Ferrellgas LP - Ferrellgas Finance Corp., 5.875%, 4/1/20292 | 110,000 | 107,024 | ||||||
| Suburban Propane Partners LP - Suburban Energy Finance Corp., 6.50%, 12/15/20352 | 105,000 | 101,559 | ||||||
| Superior Plus LP - Superior General Partner, Inc. (Canada), 4.50%, 3/15/20292 | 105,000 | 101,821 | ||||||
| 412,332 | ||||||||
| Independent Power and Renewable Electricity Producers - 1.9% | ||||||||
| DPL LLC, 4.35%, 4/15/2029 | 105,000 | 101,758 | ||||||
| Leeward Renewable Energy Operations LLC, 4.25%, 7/1/20292 | 110,000 | 105,082 | ||||||
| TerraForm Power Operating LLC, 5.00%, 1/31/20282 | 105,000 | 104,346 | ||||||
| VoltaGrid LLC, 7.375%, 11/1/20302 | 100,000 | 103,858 | ||||||
| XPLR Infrastructure Operating Partners LP, 4.50%, 9/15/20272 | 105,000 | 104,016 | ||||||
| 519,060 | ||||||||
| Total Utilities | 931,392 | |||||||
| TOTAL CORPORATE
BONDS (Identified Cost $26,533,523) | 26,378,460 | |||||||
The accompanying notes are an integral part of the financial statements.
6
Systematic High Yield Bond Series
Investment Portfolio - June 30, 2026
(unaudited)
| PRINCIPAL AMOUNT1/ SHARES | VALUE (NOTE 2) | |||||||
| SHORT-TERM INVESTMENT - 1.0% | ||||||||
| BNY Dreyfus Government Cash Management, Institutional Shares, 3.60%6 | ||||||||
| (Identified Cost $264,045) | 264,045 | $ | 264,045 | |||||
| TOTAL INVESTMENTS
- 98.2% (Identified Cost $26,797,568) | 26,642,505 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 1.8% | 486,900 | |||||||
| NET ASSETS - 100% | $ | 27,129,405 | ||||||
REIT - Real Estate Investment Trust
| 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, 2026 was $22,905,957, which represented 84.4% 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, 2026. |
| 4Security is perpetual in nature and has no stated maturity date. |
| 5Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be illiquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of such securities at June 30, 2026 was $93,842, or 0.3% of the Series’ Net Assets. |
| 6Rate shown is the current yield as of June 30, 2026. |
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
Systematic High Yield Bond Series
Statement of Assets and Liabilities
June 30, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $26,797,568) (Note 2) | $ | 26,642,505 | ||
| Receivable from Advisor1 | 30,246 | |||
| Dividends receivable | 484,888 | |||
| Receivable for fund shares sold | 3,338 | |||
| Prepaid expenses | 42,472 | |||
| TOTAL ASSETS | 27,203,449 | |||
| LIABILITIES: | ||||
| Accrued fund accounting and administration fees1 | 15,011 | |||
| Accrued Chief Compliance Officer service fees1 | 2,275 | |||
| Accrued sub-transfer agent fees1 | 145 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 6 | |||
| Professional fees payable | 34,558 | |||
| Accrued custodian fees | 10,683 | |||
| Payable for fund shares repurchased | 6,195 | |||
| Accrued printing and postage fees payable | 3,736 | |||
| Other payables and accrued expenses | 1,435 | |||
| TOTAL LIABILITIES | 74,044 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 27,129,405 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 27,256 | ||
| Additional paid-in-capital | 27,233,018 | |||
| Total distributable earnings (loss) | (130,869 | ) | ||
| TOTAL NET ASSETS | $ | 27,129,405 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($31,567/3,175 shares) | $ | 9.94 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
I ($877,738/88,236 shares) | $ | 9.95 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
W ($26,214,899/2,633,671 shares) | $ | 9.95 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
Z ($5,201/522 shares) | $ | 9.95 | 2 | |
1 See note 3 in Notes to the Financial Statements.
2 The net asset value of Class Z Shares was calculated using unrounded net assets of $5,200.73 divided by the unrounded shares outstanding of 522.50.
The accompanying notes are an integral part of the financial statements.
8
Systematic High Yield Bond Series
Statement of Operations
For the Six Months Ended June 30, 2026 (unaudited)
INVESTMENT INCOME:
| Interest | $ | 861,012 | ||
| Dividends | 6,717 | |||
| Total Investment Income | 867,729 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 48,709 | |||
| Fund accounting and administration fees (Note 3) | 30,689 | |||
| Chief Compliance Officer service fees (Note 3) | 4,358 | |||
| Directors’ fees (Note 3) | 1,918 | |||
| Sub-transfer agent fees (Note 3) | 250 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 35 | |||
| Offering and Organizational expenses | 99,836 | |||
| Professional fees | 37,182 | |||
| Registration and filing fees | 22,268 | |||
| Transfer agent fees | 10,057 | |||
| Custodian fees | 5,717 | |||
| Miscellaneous | 13,043 | |||
| Total Expenses | 274,062 | |||
| Less reduction of expenses (Note 3) | (258,909 | ) | ||
| Net Expenses | 15,153 | |||
| NET INVESTMENT INCOME | 852,576 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | (2,272 | ) | ||
| Net change in unrealized appreciation (depreciation) on investments | (219,815 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | (222,087 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 630,489 |
The accompanying notes are an integral part of the financial statements.
9
Systematic High Yield Bond Series
Statements of Changes in Net Assets
| FOR THE | ||||||||
| SIX MONTHS | FOR THE | |||||||
| ENDED | PERIOD | |||||||
| 6/30/26 | 9/15/251 TO | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 852,576 | $ | 469,016 | ||||
| Net realized gain (loss) on investments | (2,272 | ) | 26,278 | |||||
| Net change in unrealized appreciation (depreciation) on investments | (219,815 | ) | 64,752 | |||||
| Net increase (decrease) from operations | 630,489 | 560,046 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (800 | ) | (80 | ) | ||||
| Class I | (13,890 | ) | (456 | ) | ||||
| Class W | (799,908 | ) | (506,695 | ) | ||||
| Class Z | (141 | ) | (83 | ) | ||||
| Total distributions to shareholders | (814,739 | ) | (507,314 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | (1,650,966 | ) | 28,911,889 | |||||
| Net increase (decrease) in net assets | (1,835,216 | ) | 28,964,621 | |||||
| NET ASSETS: | ||||||||
| Beginning of period | 28,964,621 | – | ||||||
| End of period | $ | 27,129,405 | $ | 28,964,621 | ||||
1 Commencement of operations.
The accompanying notes are an integral part of the financial statements.
10
Systematic High Yield Bond Series
Financial Highlights - Class S
| FOR THE | ||||||||
| SIX MONTHS | FOR THE | |||||||
| ENDED | PERIOD | |||||||
| 6/30/26 | 9/15/251 TO | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| Per share data (for a share outstanding throughout each period): | ||||||||
| Net asset value - Beginning of period | $10.01 | $10.00 | ||||||
| Income from investment operations: | ||||||||
| Net investment income2 | 0.27 | 0.14 | ||||||
| Net realized and unrealized gain (loss) on investments | (0.08 | ) | 0.02 | |||||
| Total from investment operations | 0.19 | 0.16 | ||||||
| Less distributions to shareholders: | ||||||||
| From net investment income | (0.26 | ) | (0.14 | ) | ||||
| From net realized gain on investments | — | (0.01 | ) | |||||
| Total distributions to shareholders | (0.26 | ) | (0.15 | ) | ||||
| Net asset value - End of period | $9.94 | $10.01 | ||||||
| Net assets - End of period (000’s omitted) | $32 | $5 | ||||||
| Total return3 | 1.93% | 1.68% | ||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||
| Expenses* | 0.85% | 4 | 0.85% | 4 | ||||
| Net investment income | 5.40% | 4 | 4.79% | 4 | ||||
| Series portfolio turnover | 103% | 50% | ||||||
| *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: | ||||||||
| 1.46% | 4 | 163.91% | 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
Systematic High Yield Bond Series
Financial Highlights - Class I
| FOR THE | ||||||||
| SIX MONTHS | FOR THE | |||||||
| ENDED | PERIOD | |||||||
| 6/30/26 | 9/15/251 TO | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| Per share data (for a share outstanding throughout each period): | ||||||||
| Net asset value - Beginning of period | $10.02 | $10.00 | ||||||
| Income from investment operations: | ||||||||
| Net investment income2 | 0.28 | 0.16 | ||||||
| Net realized and unrealized gain (loss) on investments | (0.08 | ) | 0.02 | |||||
| Total from investment operations | 0.20 | 0.18 | ||||||
| Less distributions to shareholders: | ||||||||
| From net investment income | (0.27 | ) | (0.15 | ) | ||||
| From net realized gain on investments | — | (0.01 | ) | |||||
| Total distributions to shareholders | (0.27 | ) | (0.16 | ) | ||||
| Net asset value - End of period | $9.95 | $10.02 | ||||||
| Net assets - End of period (000’s omitted) | $878 | $50 | ||||||
| Total return3 | 2.04% | 1.86% | ||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||
| Expenses* | 0.60% | 4 | 0.60% | 4 | ||||
| Net investment income | 5.70% | 4 | 5.35% | 4 | ||||
| Series portfolio turnover | 103% | 50% | ||||||
| *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: | ||||||||
| 1.45% | 4 | 51.34% | 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.
12
Systematic High Yield Bond Series
Financial Highlights - Class W
| FOR THE | ||||||||
| SIX MONTHS | FOR THE | |||||||
| ENDED | PERIOD | |||||||
| 6/30/26 | 9/15/251 TO | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| Per share data (for a share outstanding throughout each period): |
| |||||||
| Net asset value - Beginning of period | $10.02 | $10.00 | ||||||
| Income from investment operations: | ||||||||
| Net investment income2 | 0.30 | 0.17 | ||||||
| Net realized and unrealized gain (loss) on investments | (0.08 | ) | 0.02 | |||||
| Total from investment operations | 0.22 | 0.19 | ||||||
| Less distributions to shareholders: | ||||||||
| From net investment income | (0.29 | ) | (0.16 | ) | ||||
| From net realized gain on investments | — | (0.01 | ) | |||||
| Total distributions to shareholders | (0.29 | ) | (0.17 | ) | ||||
| Net asset value - End of period | $9.95 | $10.02 | ||||||
| Net assets - End of period (000’s omitted) | $26,215 | $28,904 | ||||||
| Total return3 | 2.25% | 1.96% | ||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||
| Expenses* | 0.10% | 4 | 0.10% | 4 | ||||
| Net investment income | 6.13% | 4 | 5.97% | 4 | ||||
| Series portfolio turnover | 103% | 50% | ||||||
| *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: | ||||||||
| 1.87% | 4 | 1.90% | 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.
13
Systematic High Yield Bond Series
Financial Highlights - Class Z
| FOR THE | ||||||||
| SIX MONTHS | FOR THE | |||||||
| ENDED | PERIOD | |||||||
| 6/30/26 | 9/15/251 TO | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| Per share data (for a share outstanding throughout each period): | ||||||||
| Net asset value - Beginning of period | $10.02 | $10.00 | ||||||
| Income from investment operations: | ||||||||
| Net investment income2 | 0.29 | 0.15 | ||||||
| Net realized and unrealized gain (loss) on investments | (0.08 | ) | 0.03 | |||||
| Total from investment operations | 0.21 | 0.18 | ||||||
| Less distributions to shareholders: | ||||||||
| From net investment income | (0.28 | ) | (0.15 | ) | ||||
| From net realized gain on investments | — | (0.01 | ) | |||||
| Total distributions to shareholders | (0.28 | ) | (0.16 | ) | ||||
| Net asset value - End of period | $9.95 | $10.02 | ||||||
| Net assets - End of period (000’s omitted) | $5 | $5 | ||||||
| Total return3 | 2.08% | 1.86% | ||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||
| Expenses* | 0.45% | 4 | 0.45% | 4 | ||||
| Net investment income | 5.78% | 4 | 5.18% | 4 | ||||
| Series portfolio turnover | 103% | 50% | ||||||
| *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: | ||||||||
| 1.47% | 4 | 166.36% | 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.
14
Systematic High Yield Bond Series
Notes to Financial Statements
(unaudited)
| 1. | Organization |
Systematic 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 income as its primary objective and capital appreciation as a secondary objective.
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, 2026, 6.8 billion shares have been designated in total among 15 series, of which 100 million have been designated for each as Systematic High Yield Bond Series Class I Common Stock, Systematic High Yield Bond Series Class Z Common Stock, Systematic High Yield Bond Series Class S Common Stock, and Systematic High Yield Bond 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
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 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.
15
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Security Valuation (continued)
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 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, 2026 in valuing the Series’ assets or liabilities carried at fair value:
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Debt securities: | ||||||||||||||||
| Corporate debt: | ||||||||||||||||
| Communication Services | $ | 1,747,514 | $ | — | $ | 1,747,514 | $ | — | ||||||||
16
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
| Fair Value (continued) | ||||||||||||||||
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||||||
| Consumer Discretionary | $ | 6,051,357 | $ | — | $ | 6,051,357 | $ | — | ||||||||
| Consumer Staples | 494,346 | — | 494,346 | — | ||||||||||||
| Energy | 3,003,773 | — | 3,003,773 | — | ||||||||||||
| Financials | 3,463,357 | — | 3,463,357 | — | ||||||||||||
| Health Care | 1,125,338 | — | 1,125,338 | — | ||||||||||||
| Industrials | 3,989,054 | — | 3,989,054 | — | ||||||||||||
| Information Technology | 1,952,468 | — | 1,952,468 | — | ||||||||||||
| Materials | 2,140,200 | — | 2,140,200 | — | ||||||||||||
| Real Estate | 1,479,661 | — | 1,479,661 | — | ||||||||||||
| Utilities | 931,392 | — | 931,392 | — | ||||||||||||
| Short-Term Investment | 264,045 | 264,045 | — | — | ||||||||||||
| Total assets | $ | 26,642,505 | $ | 264,045 | $ | 26,378,460 | $ | — | ||||||||
There were no Level 3 securities held by the Series as of December 31, 2025 or June 30, 2026.
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
17
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Securities Purchased on a When-Issued Basis or Forward Commitment (continued)
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, 2026.
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, 2026.
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.
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.
18
Systematic High Yield 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, 2026, 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, as this is the inception year for the Series and it has not yet filed any tax returns.
Foreign Taxes
Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.
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.
Offering Costs
Upon commencement of operations, the majority of the expenses incurred by the Series in connection with the launch were paid by the Advisor. The Series paid certain expenses, including the legal fees incurred in connection with the initial registration statement of the Series. These legal fees were booked as offering costs and amortized over a 12-month period beginning with the commencement of operations.
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 0.35% 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
19
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
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), a nd 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. During the six months ended June 30, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $14 and $236, 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 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 0.60% 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 0.45% 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 $47,877 in management fees for Class W for the six months ended June 30, 2026. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $206, $3,209, $207,580 and $37 for Class S, Class I, Class W and Class Z, respectively, for the six months ended June 30, 2026. These amounts are included as a reduction of expenses on the Statement of Operations.
20
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
As of June 30, 2026, the class specific waivers or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:
| CLASS | EXPIRING DECEMBER 31, | |||||||||||
| 2028 | 2029 | TOTAL | ||||||||||
| Class S | $ | 3,360 | $ | 206 | $ | 3,566 | ||||||
| Class I | 3,433 | 3,209 | 6,642 | |||||||||
| Class W | 167,976 | 207,580 | 375,556 | |||||||||
| Class Z | 3,362 | 37 | 3,399 | |||||||||
| 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $28,074,144 and $29,397,181, 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 Systematic High Yield Bond Series were:
| FOR THE PERIOD 9/15/25 | ||||||||||||||||
| CLASS S | FOR THE SIX MONTHS | (COMMENCEMENT OF OPERATIONS) | ||||||||||||||
| ENDED 6/30/26 | TO 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 2,587 | $ | 26,004 | 510 | $ | 5,101 | ||||||||||
| Reinvested | 80 | 800 | 8 | 80 | ||||||||||||
| Repurchased | (10 | ) | (101 | ) | — | — | ||||||||||
| Total | 2,657 | $ | 26,703 | 518 | $ | 5,181 | ||||||||||
21
Systematic High Yield Bond Series
Notes to Financial Statements (continued)
(unaudited)
| 6. | Capital Stock Transactions (continued) |
| FOR THE PERIOD 9/15/25 | ||||||||||||||||
| CLASS I | FOR THE SIX MONTHS | (COMMENCEMENT OF OPERATIONS) | ||||||||||||||
| ENDED 6/30/26 | TO 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 84,489 | $ | 843,022 | 5,187 | $ | 52,059 | ||||||||||
| Reinvested | 1,399 | 13,890 | 46 | 456 | ||||||||||||
| Repurchased | (2,674 | ) | (26,625 | ) | (211 | ) | (2,111 | ) | ||||||||
| Total | 83,214 | $ | 830,287 | 5,022 | $ | 50,404 | ||||||||||
| MN_SYSTEMATIC HIGH YIELD BOND SERIES | FOR THE PERIOD 9/15/25 | |||||||||||||||
| FOR THE PERIOD 9/15/25 | ||||||||||||||||
| CLASS W | FOR THE SIX MONTHS | (COMMENCEMENT OF OPERATIONS) | ||||||||||||||
| ENDED 6/30/26 | TO 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 63,004 | $ | 628,166 | 3,039,444 | $ | 30,393,590 | ||||||||||
| Reinvested | 78,133 | 777,060 | 49,446 | 493,464 | ||||||||||||
| Repurchased | (392,805 | ) | (3,913,323 | ) | (203,551 | ) | (2,035,833 | ) | ||||||||
| Total | (251,668 | ) | $ | (2,508,097 | ) | 2,885,339 | $ | 28,851,221 | ||||||||
| FOR THE PERIOD 9/15/25 | ||||||||||||||||
| CLASS Z | FOR THE SIX MONTHS | (COMMENCEMENT OF OPERATIONS) | ||||||||||||||
| ENDED 6/30/26 | TO 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | — | $ | — | 500 | $ | 5,000 | ||||||||||
| Reinvested | 14 | 141 | 8 | 83 | ||||||||||||
| Repurchased | — | — | — | — | ||||||||||||
| Total | 14 | $ | 141 | 508 | $ | 5,083 | ||||||||||
Approximately 97% 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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, 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
22
Systematic High Yield Bond 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, 2026.
| 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 period ended December 31, 2025 were as follows:
| Ordinary income | $ | 507,314 |
At June 30, 2026, 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 | $ | 26,816,022 | ||
| Unrealized appreciation | 58,145 | |||
| Unrealized depreciation | (231,662 | ) | ||
| Net unrealized depreciation | $ | (173,517 | ) |
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
23
Systematic 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 19, 2026, 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 5, 2026 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 with data from 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 and
24
Systematic High Yield Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
25
Systematic High Yield Bond Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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
Systematic 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.
MNSHYB-06/26-SAR
27
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| Credit Series |
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS - 33.7% | ||||||||
| Non-Convertible Corporate Bonds- 33.7% | ||||||||
| Communication Services - 2.3% | ||||||||
| Interactive Media & Services - 1.6% | ||||||||
| Meta Platforms, Inc., | ||||||||
| 4.55%, 5/15/2031 | 530,000 | $ | 527,149 | |||||
| 5.25%, 5/15/2036 | 4,270,000 | 4,238,862 | ||||||
| 4,766,011 | ||||||||
| Wireless Telecommunication Services - 0.7% | ||||||||
| Sprint Capital Corp., 8.75%, 3/15/2032 | 1,825,000 | 2,149,802 | ||||||
| Total Communication Services | 6,915,813 | |||||||
| Consumer Discretionary - 2.3% | ||||||||
| Diversified Consumer Services - 1.6% | ||||||||
| Cornell Univ., 4.169%, 6/15/2030 | 4,860,000 | 4,813,121 | ||||||
| Hotels, Restaurants & Leisure - 0.7% | ||||||||
| Airbnb, Inc., 4.65%, 3/16/2031 | 2,125,000 | 2,110,913 | ||||||
| Total Consumer Discretionary | 6,924,034 | |||||||
| Consumer Staples - 0.7% | ||||||||
| Beverages - 0.7% | ||||||||
| Becle S.A.B. de C.V. (Mexico), 2.50%, 10/14/20312 | 2,410,000 | 2,067,324 | ||||||
| Energy - 3.2% | ||||||||
| Oil, Gas & Consumable Fuels - 3.2% | ||||||||
| Cameron LNG LLC, 3.302%, 1/15/20352 | 2,790,000 | 2,432,789 | ||||||
| Cenovus Energy, Inc. (Canada), 6.75%, 11/15/2039 | 3,380,000 | 3,719,035 | ||||||
| Energy Transfer LP, 6.50%, 2/1/2042 | 3,465,000 | 3,661,457 | ||||||
| Total Energy | 9,813,281 | |||||||
| Financials - 15.1% | ||||||||
| Banks - 7.3% | ||||||||
| Bank of America Corp., (U.S. Secured Overnight Financing Rate + 1.320%), 2.687%, 4/22/20323 | 4,015,000 | 3,637,266 | ||||||
| Citigroup, Inc., (U.S. Secured Overnight Financing Rate + 1.171%), 4.503%, 9/11/20313 | 3,130,000 | 3,088,225 | ||||||
| Citizens Financial Group, Inc., (5 yr. U.S. Treasury Yield Curve Rate T Note Constant Maturity + 1.450%), 5.299%, 1/29/20363 | 2,410,000 | 2,386,994 | ||||||
| Huntington Bancshares, Inc., 2.55%, 2/4/2030 | 1,140,000 | 1,053,362 | ||||||
| JPMorgan Chase & Co., (3 mo. U.S. Secured Overnight Financing Rate + 3.790%), 4.493%, 3/24/20313 | 4,770,000 | 4,728,838 | ||||||
| Morgan Stanley Private Bank NA, (U.S. Secured Overnight Financing Rate + 0.762%), 4.213%, 2/8/20303 | 3,590,000 | 3,542,990 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | 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 | $ | 3,619,029 | |||||
| 22,056,704 | ||||||||
| Capital Markets - 2.2% | ||||||||
| Blackstone Private Credit Fund, 5.95%, 5/15/2031 | 2,130,000 | 2,098,269 | ||||||
| Jefferies Financial Group, Inc., 6.20%, 4/14/2034 | 4,560,000 | 4,667,172 | ||||||
| 6,765,441 | ||||||||
| Consumer Finance - 1.5% | ||||||||
| Capital One Financial Corp., (U.S. Secured Overnight Financing Rate + 2.860%), 6.377%, 6/8/20343 | 4,200,000 | 4,443,997 | ||||||
| Financial Services - 2.2% | ||||||||
| Apollo Global Management, Inc., | ||||||||
| 5.15%, 8/12/2035 | 2,340,000 | 2,274,744 | ||||||
| 5.70%, 3/30/2036 | 2,110,000 | 2,118,110 | ||||||
| Atlas Warehouse Lending Co. LP, 4.95%, 11/15/20302 | 2,330,000 | 2,296,946 | ||||||
| 6,689,800 | ||||||||
| Insurance - 1.9% | ||||||||
| Athene Global Funding, 5.033%, 7/17/20302 | 2,130,000 | 2,110,822 | ||||||
| SiriusPoint Ltd. (Sweden), 7.00%, 4/5/2029 | 2,325,000 | 2,428,014 | ||||||
| Universal Insurance Holdings, Inc., 7.75%, 6/30/20312 | 1,100,000 | 1,144,635 | ||||||
| 5,683,471 | ||||||||
| Total Financials | 45,639,413 | |||||||
| Health Care - 0.7% | ||||||||
| Health Care Equipment & Supplies - 0.7% | ||||||||
| VSP Optical Group, Inc., 5.40%, 6/1/20332 | 2,140,000 | 2,146,169 | ||||||
| Industrials - 1.5% | ||||||||
| Construction Materials - 0.7% | ||||||||
| Eagle Materials, Inc., 5.00%, 3/15/2036 | 2,340,000 | 2,260,857 | ||||||
| Trading Companies & Distributors - 0.8% | ||||||||
| AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Ireland), 3.00%, 10/29/2028 | 2,450,000 | 2,359,431 | ||||||
| Total Industrials | 4,620,288 | |||||||
| Information Technology - 1.1% | ||||||||
| Software - 1.1% | ||||||||
| Constellation Software, Inc. (Canada), 5.461%, 2/16/20342 | 3,290,000 | 3,222,344 | ||||||
The accompanying notes are an integral part of the financial statements.
1
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| CORPORATE BONDS (continued) | ||||||||
| Non-Convertible Corporate Bonds (continued) | ||||||||
| Materials - 1.9% | ||||||||
| Metals & Mining - 1.9% | ||||||||
| Corp. Nacional del Cobre de Chile (Chile), 5.529%, 1/30/20372 | 3,550,000 | $ | 3,493,855 | |||||
| Newcastle Coal Infrastructure Group Pty Ltd. (Australia), 4.40%, 9/29/20272 | 2,325,012 | 2,303,732 | ||||||
| Total Materials | 5,797,587 | |||||||
| Real Estate - 2.7% | ||||||||
| Retail REITs - 0.1% | ||||||||
| Simon Property Group LP, 2.65%, 2/1/2032 | 379,000 | 338,642 | ||||||
| Specialized REITs - 2.6% | ||||||||
| Safehold GL Holdings LLC, | ||||||||
| 2.85%, 1/15/2032 | 2,300,000 | 2,052,624 | ||||||
| 6.10%, 4/1/2034 | 2,150,000 | 2,251,537 | ||||||
| SBA Tower Trust, 6.599%, 1/15/20282 | 3,370,000 | 3,403,708 | ||||||
| 7,707,869 | ||||||||
| Total Real Estate | 8,046,511 | |||||||
| Utilities - 2.2% | ||||||||
| Electric Utilities - 1.5% | ||||||||
| Alexander Funding Trust II, 7.467%, 7/31/20282 | 2,290,000 | 2,394,613 | ||||||
| Duke Energy Florida LLC, 6.40%, 6/15/2038 | 1,960,000 | 2,137,403 | ||||||
| 4,532,016 | ||||||||
| Independent Power and Renewable Electricity Producers - 0.7% | ||||||||
| Palomino Funding Trust I, 7.233%, 5/17/20282 | 2,080,000 | 2,156,715 | ||||||
| Total Utilities | 6,688,731 | |||||||
| TOTAL
CORPORATE BONDS (Identified Cost $101,784,325) | 101,881,495 | |||||||
| ASSET-BACKED SECURITIES - 22.6% | ||||||||
| Capital Street Master Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.743%, 5/16/20302,4 | 3,070,000 | 3,069,988 | ||||||
| Centersquare Issuer LLC, Series 2024-1A, Class A2, 5.20%, 10/26/20542 | 2,000,000 | 1,943,557 | ||||||
| CF Hippolyta Issuer LLC, | ||||||||
| Series 2020-1, Class B1, 2.28%, 7/15/20602 | 2,113,712 | 1,276,609 | ||||||
| Series 2021-1A, Class B1, 1.98%, 3/15/20612 | 895,325 | 520,731 | ||||||
| Cloud Capital Holdco LP, Series 2024-1A, Class A2, 5.781%, 11/22/20492 | 2,000,000 | 1,992,119 | ||||||
| Cogent Ipv4 LLC, Series 2024-1A, Class A2, 7.924%, 5/25/20542 | 990,000 | 1,012,995 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| Commonbond Student Loan Trust, Series 2020-AGS, Class A, 1.98%, 8/25/20502 | 366,610 | $ | 329,621 | |||||
| Compass Datacenters Issuer II LLC, Series 2024-2A, Class A1, 5.022%, 8/25/20492 | 1,500,000 | 1,487,875 | ||||||
| DataBank Issuer, | ||||||||
| Series 2021-2A, Class A2, 2.40%, 10/25/20512 | 900,000 | 891,855 | ||||||
| Series 2023-1A, Class A2, 5.116%, 2/25/20532 | 1,350,000 | 1,335,588 | ||||||
| ECMC Group Student Loan Trust, | ||||||||
| Series 2024-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.150%), 4.778%, 11/27/20732,4 | 989,722 | 991,798 | ||||||
| Series 2025-2A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.050%), 4.678%, 11/25/20742,4 | 1,728,141 | 1,725,074 | ||||||
| FIP Master Funding LLC, | ||||||||
| Series 2024-1A, Class A1, 4.88%, 10/15/20542 | 1,990,741 | 1,963,951 | ||||||
| Series 2026-1A, Class A1, 4.90%, 3/15/20562 | 3,097,417 | 3,048,846 | ||||||
| FNA 9 LLC, Series 2026-1, Class A, 5.509%, 4/16/20462,5 | 2,075,224 | 2,072,078 | ||||||
| GGAM Master Trust International Ltd., | ||||||||
| Series 2025-1A, Class A, (Cayman Islands), 5.923%, 9/30/20602 | 1,747,871 | 1,734,725 | ||||||
| Series 2026-1A, Class A, (Cayman Islands), 5.861%, 9/30/20602 | 1,290,000 | 1,289,953 | ||||||
| Goodgreen Trust, Series 2020-1A, Class A, 2.63%, 4/15/20552 | 556,525 | 465,166 | ||||||
| Hageman Capital Issuer Trust, Series 2025-1, Class A, 6.40%, 8/9/20562 | 1,594,340 | 1,568,863 | ||||||
| Honda Auto Receivables Owner Trust, Series 2026-1, Class A4, 3.86%, 5/21/2032 | 1,270,000 | 1,248,867 | ||||||
| Horizon Aircraft Finance IV Ltd., Series 2024-1, Class A, (Cayman Islands), 5.375%, 9/15/20492 | 2,555,000 | 2,530,560 | ||||||
| Hotwire Funding LLC, Series 2023-1A, Class A2, 5.687%, 5/20/20532 | 2,400,000 | 2,408,844 | ||||||
| HTS Fund II LLC, Series 2025-1, Class A, 5.351%, 6/23/20452 | 1,350,000 | 1,349,358 | ||||||
| KREF Ltd., Series 2021-FL2, Class AS, (1 mo. U.S. Secured Overnight Financing Rate + 1.414%), 5.051%, 2/15/20392,4, | 901,574 | 901,219 | ||||||
| LEDN Issuer Trust, Series 2026-1A, Class A, 6.748%, 2/25/2041 (Acquired 02/18/2026, cost $3,749,947)6 | 3,750,000 | 3,731,652 | ||||||
| Lyra Music Assets Delaware LP, Series 2025-1A, Class A2, 5.604%, 9/20/20652 | 1,296,574 | 1,301,387 | ||||||
| Navient Education Loan Trust, Series 2025-A, Class A, 5.02%, 7/15/20552 | 1,136,511 | 1,127,547 | ||||||
The accompanying notes are an integral part of the financial statements.
2
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE (NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| Navient Private Education Refi Loan Trust, | ||||||||
| Series 2020-DA, Class A, 1.69%, 5/15/20692 | 232,776 | $ | 221,266 | |||||
| Series 2021-A, Class A, 0.84%, 5/15/20692 | 186,843 | 170,960 | ||||||
| Nelnet Student Loan Trust, Series 2012-3A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.814%), 4.442%, 3/26/20402,4 | 344,780 | 340,134 | ||||||
| Oak Street Investment Grade Net Lease Fund, Series 2020-1A, Class A1, 1.85%, 11/20/20502 | 1,512,041 | 1,345,715 | ||||||
| Oryx Funding LLC, Series 2026-1A, Class A2, 6.299%, 6/5/20562 | 3,370,000 | 3,379,496 | ||||||
| Oxford Finance Credit Fund III LP, Series 2025-A, Class A2, 5.878%, 8/14/20342 | 2,125,000 | 2,127,068 | ||||||
| Oxford Finance Funding LLC, | ||||||||
| Series 2022-1A, Class A2, 3.602%, 2/15/20302 | 1,186,052 | 1,153,465 | ||||||
| Series 2023-1A, Class A2, 6.716%, 2/15/20312 | 1,064,680 | 1,070,952 | ||||||
| Series 2025-1A, Class A2, 5.413%, 2/15/20352 | 1,300,000 | 1,294,172 | ||||||
| Oxford Finance Funding Trust, 6.423%, 9/15/2035 | 975,702 | 975,702 | ||||||
| PEAR LLC, | ||||||||
| Series 2023-1, Class A, 7.42%, 7/15/20352 | 968,703 | 974,981 | ||||||
| Series 2024-1, Class A, 6.95%, 2/15/20362 | 452,978 | 452,878 | ||||||
| PHEAA Student Loan Trust, Series 2016-1A, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.264%), 4.892%, 9/25/20652,4 | 528,569 | 532,830 | ||||||
| RAM LLC, Series 2026-1, Class A, 5.463%, 6/15/20462 | 1,650,000 | 1,644,144 | ||||||
| Slam Ltd., Series 2021-1A, Class A, (Cayman Islands), 2.434%, 6/15/20462 | 1,298,270 | 1,233,369 | ||||||
| SLC Student Loan Trust, Series 2005-3, Class A4, (U.S. Secured Overnight Financing Rate 90 Day Average + 0.412%), 4.048%, 12/15/20394 | 2,488,366 | 2,417,689 | ||||||
| SLM Student Loan Trust, | ||||||||
| Series 2011-2, Class A2, (U.S. Secured Overnight Financing Rate 30 Day Average + 1.314%), 4.942%, 10/25/20344 | 263,787 | 264,750 | ||||||
| Series 2013-6, Class A3, (U.S. Secured Overnight Financing Rate 30 Day Average + 0.764%), 4.392%, 6/26/20554 | 834,988 | 825,118 | ||||||
| SMB Private Education Loan Trust, Series 2024-E, Class A1A, 5.09%, 10/16/20562 | 730,708 | 729,949 | ||||||
| VB-S1 Issuer LLC, Series 2026-1A, Class C2, 4.693%, 3/15/20562 | 2,940,000 | 2,858,212 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| ASSET-BACKED SECURITIES (continued) | ||||||||
| VelocitySBA Loan Trust, Series 2026-1, Class A, (U.S. Secured Overnight Financing Rate 30 Day Average + 2.500%), 6.109%, 1/20/2051 (Acquired 03/17/2026, cost $980,203)4,6 | 993,528 | $ | 980,771 | |||||
| TOTAL
ASSET-BACKED SECURITIES (Identified Cost $69,915,883) | 68,314,447 | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES - 21.9% | ||||||||
| Agate Bay Mortgage Trust, Series 2016-2, Class A3, 3.50%, 3/25/20462,5 | 681,804 | 624,025 | ||||||
| Brean Asset Backed Securities Trust, | ||||||||
| Series 2021-RM2, Class A, 1.75%, 10/25/20612,5 | 667,555 | 662,797 | ||||||
| Series 2025-RM13, Class A1, 4.25%, 10/25/20652 | 1,997,643 | 1,921,667 | ||||||
| BX Commercial Mortgage Trust, | ||||||||
| Series 2024-VLT4, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.491%), 5.117%, 6/15/20412,4 | 1,823,050 | 1,824,186 | ||||||
| Series 2026-CSMO, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.400%), 5.025%, 2/15/20432,4 | 2,360,000 | 2,364,622 | ||||||
| CONE Commercial Mortgage Trust, Series 2026-DFW3, Class A, 5.751%, 5/15/20432,5 | 2,685,000 | 2,679,574 | ||||||
| Credit Suisse Mortgage Capital Trust, | ||||||||
| Series 2013-7, Class A6, 3.50%, 8/25/20432,5 | 181,974 | 167,867 | ||||||
| Series 2018-J1, Class A2, 3.50%, 2/25/20482,5 | 3,144,513 | 2,831,204 | ||||||
| Fannie Mae REMICS, | ||||||||
| Series 2020-48, Class DC, 2.50%, 7/25/2050 | 3,116,042 | 2,694,663 | ||||||
| Series 2021-69, Class WJ, 1.50%, 10/25/2050 | 514,879 | 445,176 | ||||||
| Finance of America Structured Securities Trust, | ||||||||
| Series 2025-S1, Class A1, 3.50%, 2/25/20752 | 1,475,900 | 1,434,428 | ||||||
| Series 2026-PC2, Class A1, 4.50%, 6/25/20562,5 | 2,400,000 | 2,349,469 | ||||||
| Flagstar Mortgage Trust, Series 2021-8INV, Class A3, 2.50%, 9/25/20512,5 | 670,173 | 550,348 | ||||||
| Fontainebleau Miami Beach Mortgage Trust, Series 2024-FBLU, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.450%), 5.075%, 12/15/20392,4 | 2,800,000 | 2,802,149 | ||||||
| Freddie Mac Multifamily Structured Pass- Through Certificates, Series K106, Class X1 (IO), 1.435%, 1/25/20305 | 14,726,169 | 573,573 | ||||||
| Freddie Mac REMICS, | ||||||||
| Series 5189, Class CP, 2.50%, 6/25/2049 | 3,322,732 | 2,941,679 | ||||||
The accompanying notes are an integral part of the financial statements.
3
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| Freddie Mac REMICS, (continued) | ||||||||
| Series 5501, Class JL, 3.50%, 6/25/2048 | 1,850,000 | $ | 1,506,745 | |||||
| GS Mortgage-Backed Securities Corp. Trust, | ||||||||
| Series 2020-PJ3, Class A14, 3.00%, 10/25/20502,5 | 192,097 | 165,463 | ||||||
| Series 2021-INV1, Class A6, 2.50%, 12/25/20512,5 | 638,999 | 565,759 | ||||||
| Series 2021-PJ6, Class A8, 2.50%, 11/25/20512,5 | 434,349 | 385,570 | ||||||
| Series 2021-PJ9, Class A8, 2.50%, 2/26/20522,5 | 499,047 | 442,487 | ||||||
| Series 2022-PJ3, Class A6, 3.00%, 8/25/20522,5 | 1,471,564 | 1,263,041 | ||||||
| Hawaii Hotel Trust, Series 2025-MAUI, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.393%), 5.018%, 3/15/20422,4 | 1,640,000 | 1,642,069 | ||||||
| Imperial Fund Mortgage Trust, | ||||||||
| Series 2021-NQM3, Class A1, 1.595%, 11/25/20562,5 | 568,456 | 483,112 | ||||||
| Series 2022-NQM2, Class A1, 4.638%, 3/25/20672,7 | 1,016,316 | 971,263 | ||||||
| J.P. Morgan Mortgage Trust, | ||||||||
| Series 2016-3, Class 2A2, 2.50%, 10/25/20462,5 | 321,827 | 299,906 | ||||||
| Series 2019-INV3, Class A3, 3.50%, 5/25/20502,5 | 435,464 | 388,909 | ||||||
| Series 2019-INV3, Class A3A, 3.00%, 5/25/20502,5 | 327,640 | 282,373 | ||||||
| Series 2021-4, Class A3B, 2.00%, 8/25/20512,5 | 2,164,101 | 1,699,897 | ||||||
| Series 2022-INV3, Class A3B, 3.00%, 9/25/20522,5 | 1,430,614 | 1,227,895 | ||||||
| JP Morgan Seasoned Mortgage Trust, | ||||||||
| Series 2024-1, Class A3, 4.358%, 1/25/20632,5 | 1,484,769 | 1,417,572 | ||||||
| Series 2025-1, Class A3, 3.655%, 1/25/20632,5 | 1,032,172 | 926,589 | ||||||
| Series 2025-1, Class A4, 3.655%, 1/25/20632,5 | 2,272,101 | 2,104,382 | ||||||
| JPMorgan Wealth Management, Series 2020-ATR1, Class A3, 3.00%, 2/25/20502,5 | 1,715,168 | 1,494,683 | ||||||
| Morgan Stanley Capital I Trust, Series 2020-CNP, Class A, 2.509%, 4/5/20422,5 | 1,000,000 | 888,693 | ||||||
| NYMT Loan Trust, Series 2025-INV1, Class A1, 5.402%, 4/25/20602,7 | 1,608,083 | 1,604,424 | ||||||
| OBX Trust, Series 2024-NQM1, Class A1, 5.928%, 11/25/20632,7 | 1,452,248 | 1,452,420 | ||||||
| Oceanview Mortgage Loan Trust, Series 2020-1, Class A1A, 1.733%, 5/28/20502,5 | 237,458 | 220,141 | ||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) | ||||||||
| PCG LLC, Series 2023-1, (1 mo. U.S. Secured Overnight Financing Rate + 6.000%), 9.654%, 7/25/2029 (Acquired 07/24/2023, cost $178,794)4,6 | 178,792 | $ | 178,777 | |||||
| Provident Funding Mortgage Trust, | ||||||||
| Series 2021-2, Class A2A, 2.00%, 4/25/20512,5 | 536,236 | 461,897 | ||||||
| Series 2021-INV1, Class A1, 2.50%, 8/25/20512,5 | 1,211,165 | 996,734 | ||||||
| RCKT Mortgage Trust, | ||||||||
| Series 2021-6, Class A1, 2.50%, 12/25/20512,5 | 698,365 | 574,564 | ||||||
| Series 2021-6, Class A5, 2.50%, 12/25/20512,5 | 727,681 | 642,795 | ||||||
| RUN Trust, Series 2022-NQM1, Class A1, 5.00%, 3/25/20672 | 694,067 | 691,332 | ||||||
| Sequoia Mortgage Trust, | ||||||||
| Series 2013-5, Class A1, 2.50%, 5/25/20432,5 | 359,808 | 317,791 | ||||||
| Series 2013-9, Class A1, 3.50%, 7/25/20432,5 | 2,914,528 | 2,679,986 | ||||||
| Series 2017-3, Class A19, 3.50%, 4/25/20472,5 | 1,128,664 | 1,014,575 | ||||||
| Series 2023-2, Class A4, 4.973%, 3/25/20532,5 | 2,640,454 | 2,595,696 | ||||||
| SWCH Commercial Mortgage Trust, Series 2025-DATA, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.443%), 5.068%, 2/15/20422,4 | 1,500,000 | 1,489,921 | ||||||
| Velocity Commercial Capital Loan Trust, Series 2026-1, Class M2, 5.89%, 2/25/20562,5 | 1,989,790 | 1,961,787 | ||||||
| Verus Securitization Trust, Series 2024-R1, Class A2, 5.47%, 9/25/20692,7 | 2,121,585 | 2,115,173 | ||||||
| WBHT Commercial Mortgage Trust, Series 2025-WBM, Class A, (1 mo. U.S. Secured Overnight Financing Rate + 1.742%), 5.368%, 6/15/20422,4 | 1,360,000 | 1,360,000 | ||||||
| WinWater Mortgage Loan Trust, Series 2015-3, Class A1, 3.50%, 3/20/20452,5 | 934,533 | 865,989 | ||||||
| TOTAL
COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $68,645,663) | 66,247,837 | |||||||
| FOREIGN GOVERNMENT BONDS - 1.0% | ||||||||
| Eagle Funding Luxco S.A.R.L (Mexico), 5.50%, 8/17/20302 | ||||||||
| (Identified Cost $2,858,909) | 2,865,000 | 2,872,625 | ||||||
| MUNICIPAL BONDS - 1.6% | ||||||||
| Commonwealth of Massachusetts, Public Impt., G.O. Bond, 4.91%, 5/1/2029 | 1,530,000 | 1,538,262 | ||||||
The accompanying notes are an integral part of the financial statements.
4
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| MUNICIPAL BONDS (continued) | ||||||||
| Metropolitan Government of Nashville & Davidson County, Public Impt., G.O. Bond, 5.707%, 7/1/2034 | 1,875,000 | $ | 1,930,577 | |||||
| Oregon Local Governments, Various Purposes Impt., G.O. Bond, BAM, 6.095%, 6/1/2028 | 1,342,936 | 1,374,943 | ||||||
| TOTAL
MUNICIPAL BONDS (Identified Cost $4,885,414) | 4,843,782 | |||||||
| EXCHANGE-TRADED FUNDS - 5.0% | ||||||||
| State Street SPDR Portfolio Intermediate Term Corporate Bond ETF | 226,720 | 7,586,051 | ||||||
| State Street SPDR Portfolio Short Term Corporate Bond ETF | 252,647 | 7,581,936 | ||||||
| TOTAL
EXCHANGE-TRADED FUNDS (Identified Cost $15,141,882) | 15,167,987 | |||||||
| U.S. GOVERNMENT AGENCIES - 12.0% | ||||||||
| Mortgage-Backed Securities - 12.0% | ||||||||
| Fannie Mae | ||||||||
| Pool #MA4851, UMBS, 5.00%, 11/1/2042 | 2,720,706 | 2,723,950 | ||||||
| Pool #FS4253, UMBS, 3.50%, 3/1/2050 | 2,697,794 | 2,487,936 | ||||||
| Pool #FS1807, UMBS, 3.50%, 7/1/2051 | 3,121,181 | 2,874,867 | ||||||
| Pool #FS1838, UMBS, 3.00%, 12/1/2051 | 3,449,325 | 3,043,521 | ||||||
| Pool #MA4737, UMBS, 5.00%, 8/1/2052 | 2,894,214 | 2,863,711 | ||||||
| Pool #MA4807, UMBS, 5.50%, 11/1/2052 | 1,818,432 | 1,839,572 | ||||||
| Pool #CB6326, UMBS, 5.50%, 5/1/2053 | 2,013,873 | 2,031,475 | ||||||
| Pool #FS6206, UMBS, 5.50%, 10/1/2053 | 3,337,607 | 3,382,959 | ||||||
| Freddie Mac | ||||||||
| Pool #SC0393, UMBS, 5.00%, 6/1/2043 | 2,190,900 | 2,194,657 | ||||||
| Pool #SD8230, UMBS, 4.50%, 6/1/2052 | 3,751,073 | 3,625,404 | ||||||
| Pool #SD1360, UMBS, 5.50%, 7/1/2052 | 2,705,565 | 2,739,207 | ||||||
| Pool #QE9161, UMBS, 4.50%, 9/1/2052 | 3,120,739 | 3,015,320 | ||||||
| Pool #RJ0062, UMBS, 5.00%, 10/1/2053 | 3,357,918 | 3,326,639 | ||||||
| TOTAL
U.S. GOVERNMENT AGENCIES (Identified Cost $36,276,576) | 36,149,218 | |||||||
| SHARES/
PRINCIPAL AMOUNT1 | VALUE
(NOTE 2) | |||||||
| SHORT-TERM INVESTMENT - 2.0% | ||||||||
| BNY Dreyfus
Government Cash Management, Institutional Shares, 3.60%8 | ||||||||
| (Identified Cost $6,179,831) | 6,179,831 | $ | 6,179,831 | |||||
| TOTAL
INVESTMENTS - 99.8% (Identified Cost $305,688,483) | 301,657,222 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 0.2% | 644,278 | |||||||
| NET ASSETS - 100% | $ | 302,301,500 | ||||||
The accompanying notes are an integral part of the financial statements.
5
Credit Series
Investment Portfolio - June 30, 2026
(unaudited)
ETF - Exchange-Traded Fund
G.O. Bond - General Obligation Bond
Impt. - Improvement
IO - Interest only
REIT - Real Estate Investment Trust
REMICS - Real Estate Mortgage Investment Conduits
UMBS - Uniform Mortgage-Backed Securities
BAM (Build America Mutual Assurance Co.)
The insurance does not guarantee the market value of the municipal bonds.
1Amount is stated in USD unless otherwise noted.
2Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”) and determined to be liquid under the Fund’s Liquidity Risk Management Program. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at June 30, 2026 was $147,823,399, which represented 48.9% 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, 2026.
4Floating rate security. Rate shown is the rate in effect as of June 30, 2026.
5Variable 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, 2026.
6Security 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, 2026 was $4,891,200, or 1.6% of the Series’ Net Assets.
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, 2026.
8Rate shown is the current yield as of June 30, 2026.
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, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $305,688,483) (Note 2) | $ | 301,657,222 | ||
| Interest receivable | 1,907,073 | |||
| Receivable for fund shares sold | 279,294 | |||
| Receivable for securities sold | 115,000 | |||
| Dividends receivable | 26,281 | |||
| Prepaid expenses | 12,938 | |||
| TOTAL ASSETS | 303,997,808 | |||
| LIABILITIES: | ||||
| Due to custodian | 36,036 | |||
| Accrued sub-transfer agent fees1 | 32,705 | |||
| Accrued fund accounting and administration fees1 | 19,096 | |||
| Accrued management fees1 | 13,641 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Directors' fees payable1 | 1,685 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 230 | |||
| Payable for securities purchased | 1,465,589 | |||
| Payable for fund shares repurchased | 70,879 | |||
| Other payables and accrued expenses | 54,190 | |||
| TOTAL LIABILITIES | 1,696,308 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 302,301,500 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 333,773 | ||
| Additional paid-in-capital | 322,270,860 | |||
| Total distributable earnings (loss) | (20,303,133 | ) | ||
| TOTAL NET ASSETS | $ | 302,301,500 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
S ($1,140,460/125,893 shares) | $ | 9.06 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
I ($80,326,520/8,867,661 shares) | $ | 9.06 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class
W ($220,834,520/24,383,764 shares) | $ | 9.06 | ||
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, 2026 (unaudited)
INVESTMENT INCOME:
| Interest (net of foreign taxes withheld, $5,126) | $ | 7,132,613 | ||
| Dividends | 172,426 | |||
| Total Investment Income | 7,305,039 | |||
| EXPENSES: | ||||
| Management fees (Note 3) | 362,886 | |||
| Sub-transfer agent fees (Note 3) | 47,567 | |||
| Fund accounting and administration fees (Note 3) | 46,411 | |||
| Directors’ fees (Note 3) | 17,014 | |||
| Chief Compliance Officer service fees (Note 3) | 4,366 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 1,157 | |||
| Professional fees | 36,904 | |||
| Registration and filing fees | 23,847 | |||
| Custodian fees | 5,886 | |||
| Miscellaneous | 34,988 | |||
| Total Expenses | 581,026 | |||
| Less reduction of expenses (Note 3) | (297,965 | ) | ||
| Net Expenses | 283,061 | |||
| NET INVESTMENT INCOME | 7,021,978 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | 531,018 | |||
| Net change in unrealized appreciation (depreciation) on investments | (3,902,698 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | (3,371,680 | ) | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 3,650,298 |
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 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 7,021,978 | $ | 14,145,618 | ||||
| Net realized gain (loss) on investments | 531,018 | (1,128,468 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments | (3,902,698 | ) | 8,173,364 | |||||
| Net increase (decrease) from operations | 3,650,298 | 21,190,514 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (20,368 | ) | (7,309 | ) | ||||
| Class I | (1,513,297 | ) | (1,345,290 | ) | ||||
| Class W | (5,132,364 | ) | (12,769,304 | ) | ||||
| Total distributions to shareholders | (6,666,029 | ) | (14,121,903 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | 27,149,870 | (8,026,081 | ) | |||||
| Net increase (decrease) in net assets | 24,134,139 | (957,470 | ) | |||||
| NET ASSETS: | ||||||||
| Beginning of period | 278,167,361 | 279,124,831 | ||||||
| End of period | $ | 302,301,500 | $ | 278,167,361 | ||||
The accompanying notes are an integral part of the financial statements.
9
Credit Series
Financial Highlights - Class S
FOR THE SIX MONTHS ENDED 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | FOR
THE 9/23/241 TO 12/31/24 | ||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||
| Net asset value - Beginning of period | $9.15 | $8.93 | $9.21 | |||||||||
| Income (loss) from investment operations: | ||||||||||||
| Net investment income2 | 0.20 | 0.39 | 0.11 | |||||||||
| Net realized and unrealized gain (loss) on investments | (0.10 | ) | 0.23 | (0.27 | ) | |||||||
| Total from investment operations | 0.10 | 0.62 | (0.16 | ) | ||||||||
| Less distributions to shareholders: | ||||||||||||
| From net investment income | (0.19 | ) | (0.40 | ) | (0.12 | ) | ||||||
| Net asset value - End of period | $9.06 | $9.15 | $8.93 | |||||||||
| Net assets - End of period (000’s omitted) | $1,140 | $527 | $5 | |||||||||
| Total return3 | 1.07% | 7.01% | (1.73% | ) | ||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||
| Expenses | 0.69% | 4 | 0.67% | 0.63% | 4 | |||||||
| Net investment income | 4.37% | 4 | 4.27% | 4.40% | 4 | |||||||
| Series portfolio turnover | 27% | 43% | 35% | |||||||||
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. 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 ENDED 6/30/26 (UNAUDITED) | FOR THE YEAR ENDED 12/31/25 | FOR
THE 9/23/241 TO 12/31/24 | ||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||
| Net asset value - Beginning of period | $9.15 | $8.93 | $9.21 | |||||||||
| Income (loss) from investment operations: | ||||||||||||
| Net investment income2 | 0.21 | 0.41 | 0.11 | |||||||||
| Net realized and unrealized gain (loss) on investments | (0.11 | ) | 0.22 | (0.26 | ) | |||||||
| Total from investment operations | 0.10 | 0.63 | (0.15 | ) | ||||||||
| Less distributions to shareholders: | ||||||||||||
| From net investment income | (0.19 | ) | (0.41 | ) | (0.13 | ) | ||||||
| Net asset value - End of period | $9.06 | $9.15 | $8.93 | |||||||||
| Net assets - End of period (000’s omitted) | $80,327 | $44,301 | $111 | |||||||||
| Total return3 | 1.15% | 7.17% | (1.67% | ) | ||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||
| Expenses* | 0.50% | 4 | 0.50% | 0.50% | 4 | |||||||
| Net investment income | 4.55% | 4 | 4.46% | 4.46% | 4 | |||||||
| Series portfolio turnover | 27% | 43% | 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 | 0.00% | 5 | 0.01% | 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.
5Less than 0.01%.
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 | ||||||||||||||||||||||||
| 6/30/26 | ||||||||||||||||||||||||
| (UNAUDITED) | 12/31/25 | 12/31/24 | 12/31/23 | 12/31/22 | 12/31/21 | |||||||||||||||||||
| Per share data (for a share outstanding throughout each period): | ||||||||||||||||||||||||
| Net asset value - Beginning of period | $9.15 | $8.93 | $8.96 | $8.74 | $10.15 | $10.60 | ||||||||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income1 | 0.22 | 0.44 | 0.43 | 0.38 | 0.30 | 0.23 | ||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | (0.10 | ) | 0.22 | (0.03 | ) | 0.24 | (1.42 | ) | (0.22 | ) | ||||||||||||||
| Total from investment operations | 0.12 | 0.66 | 0.40 | 0.62 | (1.12 | ) | 0.01 | |||||||||||||||||
| Less distributions to shareholders: | ||||||||||||||||||||||||
| From net investment income | (0.21 | ) | (0.44 | ) | (0.43 | ) | (0.38 | ) | (0.28 | ) | (0.24 | ) | ||||||||||||
| From net realized gain on investments | — | — | — | — | (0.01 | ) | (0.22 | ) | ||||||||||||||||
| From return of capital | — | — | — | (0.02 | ) | — | — | |||||||||||||||||
| Total distributions to shareholders | (0.21 | ) | (0.44 | ) | (0.43 | ) | (0.40 | ) | (0.29 | ) | (0.46 | ) | ||||||||||||
| Net asset value - End of period | $9.06 | $9.15 | $8.93 | $8.96 | $8.74 | $10.15 | ||||||||||||||||||
| Net assets - End of period (000’s omitted) | $220,835 | $233,340 | $279,009 | $291,705 | $265,822 | $206,477 | ||||||||||||||||||
| Total return2 | 1.34% | 7.57% | 4.56% | 7.30% | (11.13% | ) | 0.02% | |||||||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||||||||||
| Expenses* | 0.10% | 3 | 0.10% | 0.10% | 0.10% | 4 | 0.10% | 0.10% | ||||||||||||||||
| Net investment income | 4.93% | 3 | 4.87% | 4.79% | 4.31% | 3.25% | 2.23% | |||||||||||||||||
| Series portfolio turnover | 27% | 43% | 35% | 42% | 44% | 69% | ||||||||||||||||||
*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% | 3 | 0.27% | 0.28% | 0.26% | 0.26% | 0.27% |
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. 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, 2026, 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.
14
Credit Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Fair Value (continued)
The following is a summary of the valuation levels used for major security types as of June 30, 2026 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 | $ | 36,149,218 | $ | — | $ | 36,149,218 | $ | — | ||||||||
| States and political subdivisions (municipals) | 4,843,782 | — | 4,843,782 | — | ||||||||||||
| Corporate debt: | ||||||||||||||||
| Communication Services | 6,915,813 | — | 6,915,813 | — | ||||||||||||
| Consumer Discretionary | 6,924,034 | — | 6,924,034 | — | ||||||||||||
| Consumer Staples | 2,067,324 | — | 2,067,324 | — | ||||||||||||
| Energy | 9,813,281 | — | 9,813,281 | — | ||||||||||||
| Financials | 45,639,413 | — | 45,639,413 | — | ||||||||||||
| Health Care | 2,146,169 | — | 2,146,169 | — | ||||||||||||
| Industrials | 4,620,288 | — | 4,620,288 | — | ||||||||||||
| Information Technology | 3,222,344 | — | 3,222,344 | — | ||||||||||||
| Materials | 5,797,587 | — | 5,797,587 | — | ||||||||||||
| Real Estate | 8,046,511 | — | 8,046,511 | — | ||||||||||||
| Utilities | 6,688,731 | — | 6,688,731 | — | ||||||||||||
| Asset-backed securities | 68,314,447 | — | 68,314,447 | — | ||||||||||||
| Commercial mortgage-backed securities | 66,247,837 | — | 66,247,837 | — | ||||||||||||
| Foreign government bonds | 2,872,625 | — | 2,872,625 | — | ||||||||||||
| Exchange-Traded Funds | 15,167,987 | 15,167,987 | — | — | ||||||||||||
| Short-Term Investment | 6,179,831 | 6,179,831 | — | — | ||||||||||||
| Total assets | $ | 301,657,222 | $ | 21,347,818 | $ | 280,309,404 | $ | — | ||||||||
There were no Level 3 securities held by the Series as of December 31, 2025 or June 30, 2026.
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
15
Credit Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Foreign Currency Translation (continued)
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.
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
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)
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, 2026.
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, 2026.
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, 2026, 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, 2022 through December 31, 2025. 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.
17
Credit Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Indemnifications
The Fund’s organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
Other
The preparation of financial statements in conformity with 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, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $324 and $47,243, 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 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
18
Credit Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
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 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 $277,366 in management fees for Class W shares for the six months ended June 30, 2026. In addition, pursuant to the separate expense limitation agreement, the Advisor waived or reimbursed expenses of $2,123 and $18,476 for Class I and Class W, respectively, for the six months ended June 30, 2026. These amounts are included as a reduction of expenses on the Statement of Operations.
As of June 30, 2026, 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 | 2029 | TOTAL | ||||||||||||||||
| Class I | $ | — | $ | 1 | $ | 536 | $ | 2,123 | $ | 2,660 | ||||||||||
| Class W | 18,809 | 84,863 | 40,302 | 18,476 | 162,450 | |||||||||||||||
For the six months ended June 30, 2026, 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 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $101,092,814 and $56,151,548, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $0 and $19,872,044, 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 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 66,709 | $ | 610,998 | 77,798 | $ | 709,230 | ||||||||||
| Reinvested | 2,240 | 20,368 | 801 | 7,309 | ||||||||||||
| Repurchased | (598 | ) | (5,446 | ) | (21,607 | ) | (197,867 | ) | ||||||||
| Total | 68,351 | $ | 625,920 | 56,992 | $ | 518,672 | ||||||||||
| CLASS I | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | ||||||||||||
| Sold | 4,229,440 | $ | 38,735,933 | 4,903,565 | $ | 44,440,497 | ||||||||||
| Reinvested | 166,446 | 1,513,297 | 147,833 | 1,345,290 | ||||||||||||
| Repurchased | (369,877 | ) | (3,373,733 | ) | (222,148 | ) | (2,025,775 | ) | ||||||||
| Total | 4,026,009 | $ | 36,875,497 | 4,829,250 | $ | 43,760,012 | ||||||||||
| CLASS W | FOR THE SIX MONTHS ENDED 6/30/26 | FOR THE YEAR ENDED 12/31/25 | ||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | ||||||||||||
| Sold | 2,191,674 | $ | 19,930,358 | 2,070,714 | $ | 18,728,022 | ||||||||||
| Reinvested | 562,345 | 5,115,392 | 1,399,539 | 12,696,520 | ||||||||||||
| Repurchased | (3,880,266 | ) | (35,397,297 | ) | (9,207,985 | ) | (83,729,307 | ) | ||||||||
| Total | (1,126,247 | ) | $ | (10,351,547 | ) | (5,737,732 | ) | $ | (52,304,765 | ) | ||||||
Approximately 73% 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, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, 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, 2026.
20
Credit 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 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, 2025 were as follows:
| Ordinary income | $14,121,903 |
At June 30, 2026, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost of Investments for federal income tax purposes were as follows:
| Cost for federal income tax purposes | $ | 305,901,859 | ||
| Unrealized appreciation | 1,853,484 | |||
| Unrealized depreciation | (6,098,121 | ) | ||
| Net unrealized depreciation | $ | (4,244,637 | ) |
As of December 31, 2025, the Series had net short-term capital loss carryforwards of $3,231,562 and net long-term capital loss carryforwards of $13,795,039, which may be carried forward indefinitely.
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
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 19, 2026, 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 5, 2026 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 with data from 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 and
22
Credit Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
23
Credit Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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-06/26-SAR
25
| www.manning-napier.com | |
| Manning & Napier Fund, Inc. | |
| Callodine Equity Income Series |
Callodine Equity Income Series
Investment Portfolio - June 30, 2026
(unaudited)
| SHARES | VALUE (NOTE 2) | |||||||
| COMMON STOCKS - 98.8% | ||||||||
| Communication Services - 4.9% | ||||||||
| Diversified Telecommunication Services - 0.2% | ||||||||
| Verizon Communications, Inc. | 10,000 | $ | 423,400 | |||||
| Interactive Media & Services - 4.7% | ||||||||
| Match Group, Inc. | 252,287 | 9,599,521 | ||||||
| Shutterstock, Inc. | 97,196 | 1,355,884 | ||||||
| 10,955,405 | ||||||||
| Total Communication Services | 11,378,805 | |||||||
| Consumer Discretionary - 11.1% | ||||||||
| Diversified Consumer Services - 2.9% | ||||||||
| Perdoceo Education Corp. | 207,935 | 6,653,920 | ||||||
| Hotels, Restaurants & Leisure - 2.5% | ||||||||
| Jack in the Box, Inc.* | 376,343 | 5,949,983 | ||||||
| Household Durables - 0.7% | ||||||||
| Meritage Homes Corp. | 20,000 | 1,677,000 | ||||||
| Textiles, Apparel & Luxury Goods - 5.0% | ||||||||
| Wolverine World Wide, Inc. | 700,000 | 11,571,000 | ||||||
| Total Consumer Discretionary | 25,851,903 | |||||||
| Consumer Staples - 15.5% | ||||||||
| Consumer Staples Distribution & Retail - 2.1% | ||||||||
| Target Corp. | 35,433 | 4,627,904 | ||||||
| Walgreens Boots Alliance, Inc. - CVR1 | 384,320 | 230,592 | ||||||
| 4,858,496 | ||||||||
| Household Products - 11.3% | ||||||||
| Spectrum Brands Holdings, Inc. | 308,987 | 26,495,635 | ||||||
| Tobacco - 2.1% | ||||||||
| British American Tobacco plc - ADR (United Kingdom) | 78,084 | 4,822,468 | ||||||
| Total Consumer Staples | 36,176,599 | |||||||
| Energy - 13.5% | ||||||||
| Oil, Gas & Consumable Fuels - 13.5% | ||||||||
| Energy Transfer LP | 1,100,000 | 21,032,000 | ||||||
| Genesis Energy LP | 484,963 | 6,871,926 | ||||||
| Ovintiv, Inc. | 67,708 | 3,564,826 | ||||||
| Total Energy | 31,468,752 | |||||||
| Financials - 18.1% | ||||||||
| Capital Markets - 7.8% | ||||||||
| The Blackstone Group, Inc. - Class A | 73,606 | 8,661,218 | ||||||
| Blue Owl Capital, Inc. | 929,814 | 8,135,873 | ||||||
| Lazard, Inc. | 30,000 | 1,258,200 | ||||||
| 18,055,291 | ||||||||
| Consumer Finance - 2.6% | ||||||||
| Capital One Financial Corp. | 30,010 | 6,020,606 | ||||||
| Financial Services - 6.6% | ||||||||
| Apollo Global Management, Inc. | 59,739 | 7,067,721 | ||||||
| Global Payments, Inc. | 115,000 | 8,344,400 | ||||||
| 15,412,121 | ||||||||
| SHARES | VALUE (NOTE 2) | |||||||
| COMMON STOCKS (continued) | ||||||||
| Financials (continued) | ||||||||
| Mortgage Real Estate Investment Trusts (REITs) - 1.1% | ||||||||
| Dynex Capital, Inc. | 200,000 | $ | 2,622,000 | |||||
| Total Financials | 42,110,018 | |||||||
| Health Care - 13.2% | ||||||||
| Health Care Equipment & Supplies - 0.8% | ||||||||
| Baxter International, Inc. | 90,469 | 1,928,799 | ||||||
| Pharmaceuticals - 12.4% | ||||||||
| GSK plc - ADR (United Kingdom) | 168,908 | 8,854,157 | ||||||
| Viatris, Inc. | 1,264,002 | 20,072,352 | ||||||
| 28,926,509 | ||||||||
| Total Health Care | 30,855,308 | |||||||
| Industrials - 4.1% | ||||||||
| Building Products - 1.9% | ||||||||
| Owens Corning | 28,288 | 4,496,660 | ||||||
| Professional Services - 2.2% | ||||||||
| SS&C Technologies Holdings, Inc. | 83,615 | 5,188,311 | ||||||
| Total Industrials | 9,684,971 | |||||||
| Materials - 0.9% | ||||||||
| Containers & Packaging - 0.9% | ||||||||
| Graphic Packaging Holding Co. | 201,584 | 2,130,743 | ||||||
| Real Estate - 17.5% | ||||||||
| Residential REITs - 4.6% | ||||||||
| Invitation Homes, Inc. | 100,000 | 3,021,000 | ||||||
| UDR, Inc. | 189,195 | 7,552,665 | ||||||
| 10,573,665 | ||||||||
| Retail REITs - 4.5% | ||||||||
| Realty Income Corp. | 170,000 | 10,533,200 | ||||||
| Specialized REITs - 8.4% | ||||||||
| Extra Space Storage, Inc. | 47,500 | 6,901,750 | ||||||
| Four Corners Property Trust, Inc. | 399,486 | 9,807,381 | ||||||
| Millrose Properties, Inc. | 96,820 | 2,909,441 | ||||||
| 19,618,572 | ||||||||
| Total Real Estate | 40,725,437 | |||||||
| TOTAL
COMMON STOCKS (Identified Cost $219,776,732) | 230,382,536 | |||||||
| SHORT-TERM INVESTMENT - 1.1% | ||||||||
| BNY Dreyfus Government Cash Management, Institutional Shares, 3.60%2 | ||||||||
| (Identified Cost $2,513,096) | 2,513,096 | 2,513,096 | ||||||
| TOTAL INVESTMENTS -
99.9% (Identified Cost $222,289,828) | 232,895,632 | |||||||
| OTHER ASSETS, LESS LIABILITIES - 0.1% | 298,939 | |||||||
| NET ASSETS - 100% | $ | 233,194,571 | ||||||
The accompanying notes are an integral part of the financial statements.
1
Callodine Equity Income Series
Investment Portfolio - June 30, 2026
(unaudited)
ADR - American Depositary Receipt
CVR - Contingent Value Rights
REIT - Real Estate Investment Trust
*Non-income producing security.
1Security has been valued using significant unobservable inputs.
2Rate shown is the current yield as of June 30, 2026.
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, 2026 (unaudited)
| ASSETS: | ||||
| Investments, at value (identified cost $222,289,828) (Note 2) | $ | 232,895,632 | ||
| Dividends receivable | 362,949 | |||
| Receivable for fund shares sold | 128,338 | |||
| Receivable for securities sold | 30,198 | |||
| Foreign tax reclaims receivable | 381 | |||
| Prepaid expenses | 18,645 | |||
| TOTAL ASSETS | 233,436,143 | |||
| LIABILITIES: | ||||
| Accrued management fees1 | 126,802 | |||
| Accrued sub-transfer agent fees1 | 57,531 | |||
| Accrued fund accounting and administration fees1 | 8,464 | |||
| Accrued Chief Compliance Officer service fees1 | 2,257 | |||
| Accrued distribution and service (Rule 12b-1) fees (Class S)1 | 340 | |||
| Professional fees payable | 25,546 | |||
| Accrued printing and postage fees payable | 14,044 | |||
| Payable for fund shares repurchased | 4,643 | |||
| Distributions payable | 560 | |||
| Other payables and accrued expenses | 1,385 | |||
| TOTAL LIABILITIES | 241,572 | |||
| Commitments and contingent liabilities1 | ||||
| TOTAL NET ASSETS | $ | 233,194,571 | ||
| NET ASSETS CONSIST OF: | ||||
| Capital stock | $ | 166,293 | ||
| Additional paid-in-capital | 214,239,735 | |||
| Total distributable earnings (loss) | 18,788,543 | |||
| TOTAL NET ASSETS | $ | 233,194,571 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S | ||||
($1,726,294/123,674 shares) | $ | 13.96 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I | ||||
($178,700,644/12,745,548 shares) | $ | 14.02 | ||
| NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class Z | ||||
($52,767,633/3,760,029 shares) | $ | 14.03 | ||
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, 2026 (unaudited)
| INVESTMENT INCOME: | ||||
| Dividends | $ | 3,340,064 | ||
| EXPENSES: | ||||
| Management fees (Note 3) | 769,248 | |||
| Sub-transfer agent fees (Note 3) | 128,473 | |||
| Fund accounting and administration fees (Note 3) | 34,306 | |||
| Directors’ fees (Note 3) | 17,295 | |||
| Chief Compliance Officer service fees (Note 3) | 4,365 | |||
| Distribution and service (Rule 12b-1) fees (Class S) (Note 3) | 2,354 | |||
| Professional fees | 27,122 | |||
| Registration and filing fees | 23,544 | |||
| Interest expense | 9,484 | |||
| Custodian fees | 4,996 | |||
| Recoupment of past waived and/or reimbursed fees (Note 3) | 515 | |||
| Miscellaneous | 28,604 | |||
| Total Expenses | 1,050,306 | |||
| Less reduction of expenses (Note 3) | (26,181 | ) | ||
| Net Expenses | 1,024,125 | |||
| NET INVESTMENT INCOME | 2,315,939 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||
| Net realized gain (loss) on investments | 5,860,946 | |||
| Net change in unrealized appreciation (depreciation) on- | ||||
| Investments in securities | 12,064,631 | |||
| Foreign currency and translation of other assets and liabilities | (13 | ) | ||
| 12,064,618 | ||||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | 17,925,564 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 20,241,503 |
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 | FOR THE | |||||||
| 6/30/26 | YEAR ENDED | |||||||
| (UNAUDITED) | 12/31/25 | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income | $ | 2,315,939 | $ | 4,716,527 | ||||
| Net realized gain (loss) on investments | 5,860,946 | 13,727,756 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | 12,064,618 | (7,182,288 | ) | |||||
| Net increase (decrease) from operations | 20,241,503 | 11,261,995 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 10): | ||||||||
| Class S | (9,695 | ) | (233,746 | ) | ||||
| Class I | (1,216,058 | ) | (18,420,378 | ) | ||||
| Class Z | (405,895 | ) | (985,862 | ) | ||||
| Total distributions to shareholders | (1,631,648 | ) | (19,639,986 | ) | ||||
| CAPITAL STOCK ISSUED AND REPURCHASED: | ||||||||
| Net increase (decrease) from capital share transactions (Note 6) | 28,561,706 | 60,345,293 | ||||||
| Net increase (decrease) in net assets | 47,171,561 | 51,967,302 | ||||||
| NET ASSETS: | ||||||||
| Beginning of period | 186,023,010 | 134,055,708 | ||||||
| End of period | $ | 233,194,571 | $ | 186,023,010 | ||||
The accompanying notes are an integral part of the financial statements.
5
Callodine Equity Income Series
Financial Highlights - Class S
FOR THE | FOR THE YEAR ENDED | |||||||||||||||
SIX MONTHS ENDED 6/30/26 (UNAUDITED) | 12/31/25 | 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 | $12.76 | $13.30 | $12.24 | $10.88 | ||||||||||||
| Income from investment operations: | ||||||||||||||||
| Net investment income2 | 0.12 | 0.31 | 0.59 | 0.12 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.16 | 0.43 | 2.35 | 1.34 | ||||||||||||
| Total from investment operations | 1.28 | 0.74 | 2.94 | 1.46 | ||||||||||||
| Less distributions to shareholders: | ||||||||||||||||
| From net investment income | (0.08 | ) | (0.33 | ) | (0.51 | ) | (0.10 | ) | ||||||||
| From net realized gain on investments | — | (0.95 | ) | (1.37 | ) | — | ||||||||||
| Total distributions to shareholders | (0.08 | ) | (1.28 | ) | (1.88 | ) | (0.10 | ) | ||||||||
| Net asset value - End of period | $13.96 | $12.76 | $13.30 | $12.24 | ||||||||||||
| Net assets - End of period (000’s omitted) | $1,726 | $2,408 | $2,086 | $132 | ||||||||||||
| Total return3 | 10.08% | 5.65% | 23.75% | 13.46% | ||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||
| Expenses* | 1.20% | 4,5 | 1.20% | 6 | 1.20% | 1.20% | 4 | |||||||||
| Net investment income | 1.73% | 4 | 2.37% | 4.21% | 5.12% | 4 | ||||||||||
| Series portfolio turnover | 27% | 70% | 94% | 27% | 7 | |||||||||||
*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 | 0.32% | 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 been 1.15%.
6Includes recoupment of past waived and/or reimbursed fees. Excluding this amount, the expense ratio (to average net assets) would have been 1.14%.
7Excludes securities received as a result of a contribution in-kind.
The accompanying notes are an integral part of the financial statements.
6
Callodine Equity Income Series
Financial Highlights - Class I
FOR THE | FOR THE YEAR ENDED | |||||||||||||||
SIX MONTHS ENDED 6/30/26 (UNAUDITED) | 12/31/25 | 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 | $12.82 | $13.34 | $12.28 | $10.91 | ||||||||||||
| Income from investment operations: | ||||||||||||||||
| Net investment income2 | 0.14 | 0.34 | 0.55 | 0.11 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.16 | 0.45 | 2.43 | 1.36 | ||||||||||||
| Total from investment operations | 1.30 | 0.79 | 2.98 | 1.47 | ||||||||||||
| Less distributions to shareholders: | ||||||||||||||||
| From net investment income | (0.10 | ) | (0.36 | ) | (0.55 | ) | (0.10 | ) | ||||||||
| From net realized gain on investments | — | (0.95 | ) | (1.37 | ) | — | ||||||||||
| Total distributions to shareholders | (0.10 | ) | (1.31 | ) | (1.92 | ) | (0.10 | ) | ||||||||
| Net asset value - End of period | $14.02 | $12.82 | $13.34 | $12.28 | ||||||||||||
| Net assets - End of period (000’s omitted) | $178,701 | $173,125 | $129,182 | $68,817 | ||||||||||||
| Total return3 | 10.15% | 5.98% | 24.03% | 13.51% | ||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||
| Expenses* | 0.95% | 4 | 0.95% | 0.95% | 0.95% | 4 | ||||||||||
| Net investment income | 2.13% | 4 | 2.54% | 3.99% | 4.78% | 4 | ||||||||||
| Series portfolio turnover | 27% | 70% | 94% | 27% | 5 | |||||||||||
*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 | 0.02% | 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.
5Excludes securities received as a result of a contribution in-kind.
The accompanying notes are an integral part of the financial statements.
7
Callodine Equity Income Series
Financial Highlights - Class Z
FOR THE | FOR THE YEAR ENDED | |||||||||||||||
SIX MONTHS ENDED 6/30/26 (UNAUDITED) | 12/31/25 | 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 | $12.83 | $13.35 | $12.28 | $10.91 | ||||||||||||
| Income from investment operations: | ||||||||||||||||
| Net investment income2 | 0.14 | 0.38 | 0.75 | 0.14 | ||||||||||||
| Net realized and unrealized gain (loss) on investments | 1.17 | 0.42 | 2.25 | 1.33 | ||||||||||||
| Total from investment operations | 1.31 | 0.80 | 3.00 | 1.47 | ||||||||||||
| Less distributions to shareholders: | ||||||||||||||||
| From net investment income | (0.11 | ) | (0.37 | ) | (0.56 | ) | (0.10 | ) | ||||||||
| From net realized gain on investments | — | (0.95 | ) | (1.37 | ) | — | ||||||||||
| Total distributions to shareholders | (0.11 | ) | (1.32 | ) | (1.93 | ) | (0.10 | ) | ||||||||
| Net asset value - End of period | $14.03 | $12.83 | $13.35 | $12.28 | ||||||||||||
| Net assets - End of period (000’s omitted) | $52,768 | $10,490 | $2,788 | $117 | ||||||||||||
| Total return3 | 10.22% | 6.11% | 24.24% | 13.54% | ||||||||||||
| Ratios (to average net assets)/Supplemental Data: | ||||||||||||||||
| Expenses* | 0.80% | 4 | 0.80% | 0.80% | 0.80% | 4 | ||||||||||
| Net investment income | 2.04% | 4 | 2.87% | 5.28% | 5.91% | 4 | ||||||||||
| Series portfolio turnover | 27% | 70% | 94% | 27% | 5 | |||||||||||
*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 | 0.03% | 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.
5Excludes securities received as a result of a contribution in-kind.
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, 2026, 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, 2026 in valuing the Series’ assets or liabilities carried at fair value:
| DESCRIPTION | TOTAL | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||||||||
| Assets: | ||||||||||||
| Equity securities: | ||||||||||||
| Communication Services | $ | 11,378,805 | $ | 11,378,805 | $ | — | $ | — | ||||
| Consumer Discretionary | 25,851,903 | 25,851,903 | — | — | ||||||||
| Consumer Staples | 36,176,599 | 35,946,007 | — | 230,592 | ||||||||
| Energy | 31,468,752 | 31,468,752 | — | — | ||||||||
| Financials | 42,110,018 | 42,110,018 | — | — | ||||||||
| Health Care | 30,855,308 | 30,855,308 | — | — | ||||||||
| Industrials | 9,684,971 | 9,684,971 | — | — | ||||||||
| Materials | 2,130,743 | 2,130,743 | — | — | ||||||||
| Real Estate | 40,725,437 | 40,725,437 | — | — | ||||||||
| Short-Term Investment | 2,513,096 | 2,513,096 | — | — | ||||||||
| Total assets | $ | 232,895,632 | $ | 232,665,040 | $ | — | $ | 230,592 | ||||
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
10
Callodine Equity Income Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
Security Transactions, Investment Income and Expenses (continued)
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, 2026, 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 period ended December 31, 2023 and the years ended December 31, 2024 through December 31, 2025.
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.
11
Callodine Equity Income Series
Notes to Financial Statements (continued)
(unaudited)
| 2. | Significant Accounting Policies (continued) |
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, 2026, the sub-transfer agency expenses incurred by Class S and Class I were $610 and $127,863, 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 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 $18,653 and $7,528 for Class I and Class Z, respectively, for the six months ended June 30, 2026. These amounts are included as a reduction of expenses on the Statement of Operations.
12
Callodine Equity Income Series
Notes to Financial Statements (continued)
(unaudited)
| 3. | Transactions with Affiliates and Other Agreements (continued) |
For the six months ended June 30, 2026, the Advisor recouped the following waivers and/or reimbursements previously recorded by the Series:
| RECOUPED | ||||
| CLASS | AMOUNT | |||
| Class S | $515 | |||
As of June 30, 2026, 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 | 2029 | TOTAL | |||||||||||||||
| Class S | $ | — | $ | 1,652 | $ | — | $ | — | $ | 1,652 | |||||||||
| Class I | 164,676 | 395,433 | 34,370 | 18,653 | 613,132 | ||||||||||||||
| Class Z | 113 | 4,595 | 2,417 | 7,528 | 14,653 | ||||||||||||||
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 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 decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s 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, 2026, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $82,413,711 and $57,454,071, respectively. There were no purchases or sales of U.S. Government securities.
13
Callodine Equity Income Series
Notes to Financial Statements (continued)
(unaudited)
| 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 | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 53,657 | $ | 726,431 | 127,430 | $ | 1,638,114 | ||||||||||
| Reinvested | 722 | 9,681 | 18,023 | 231,645 | ||||||||||||
| Repurchased | (119,433 | ) | (1,642,625 | ) | (113,556 | ) | (1,485,337 | ) | ||||||||
| Total | (65,054 | ) | $ | (906,513 | ) | 31,897 | $ | 384,422 | ||||||||
| CLASS I | FOR THE SIX MONTHS | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 3,071,369 | $ | 41,685,597 | 8,424,576 | $ | 111,977,447 | ||||||||||
| Reinvested | 90,276 | 1,216,058 | 1,428,555 | 18,420,378 | ||||||||||||
| Repurchased | (3,925,608 | ) | (52,149,478 | ) | (6,025,884 | ) | (78,570,984 | ) | ||||||||
| Total | (763,963 | ) | $ | (9,247,823 | ) | 3,827,247 | $ | 51,826,841 | ||||||||
| CLASS Z | FOR THE SIX MONTHS | FOR THE YEAR ENDED | ||||||||||||||
| ENDED 6/30/26 | 12/31/25 | |||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||
| Sold | 3,307,343 | $ | 43,719,790 | 721,625 | $ | 9,585,637 | ||||||||||
| Reinvested | 29,869 | 402,482 | 73,834 | 953,151 | ||||||||||||
| Repurchased | (395,023 | ) | (5,406,230 | ) | (186,437 | ) | (2,404,758 | ) | ||||||||
| Total | 2,942,189 | $ | 38,716,042 | 609,022 | $ | 8,134,030 | ||||||||||
| 7. | Line of Credit |
The Fund has entered into a 364-day, $75 million credit agreement (the “line of credit”) with Bank of New York. 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 2026 unless extended or renewed. During the six months ended June 30, 2026, the Series borrowed for 4 days and the daily amount of borrowings outstanding under the line of credit was $3,100,000 with an interest rate of 5.03%. As of June 30, 2026, there was no borrowing outstanding.
| 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, 2026.
14
Callodine Equity Income 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, 2025, were as follows:
| Ordinary income | $12,569,759 | ||
| Long-term capital gains | $7,070,227 |
At June 30, 2026, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:
| Cost for federal income tax purposes | $ | 226,554,700 | ||
| Unrealized appreciation | 26,542,945 | |||
| Unrealized depreciation | (20,202,013 | ) | ||
| Net unrealized appreciation | $ | 6,340,932 |
| 11. | Market Event |
The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Series’ net asset value (NAV) per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Series invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Actual or threatened war or armed conflicts, acts of terrorism, social or political unrest, the imposition of tariffs and other restrictions on trade, sanctions, government defaults, government shutdowns, and other factors could affect the securities market. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Series invests, which in turn could negatively impact the Series’ performance and cause losses on your investment in the Series. Recent examples of events that have led to fluctuations in the markets include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments and businesses, elevated inflation levels, problems in the banking sector and wars in Europe and in the Middle East.
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 19, 2026, 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 5, 2026 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 with data from 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 and
16
Callodine Equity Income Series
Renewal of Investment Advisory Agreement
(unaudited)
related performance of the Series over 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 5th 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 several years, 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. 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 over the last several years or expected to be taken by the Advisor in an effort to improve performance, or the possible changes in market conditions that are expected to better support the Advisor’s investment strategies. The Directors acknowledged the Advisor’s agreement to continue its efforts to repair and 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 for the three-year period 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, 2025, 11 of 15 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.
17
Callodine Equity Income Series
Renewal of Investment Advisory Agreement
(unaudited)
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 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, 2025, as compared to peers. The Board considered that 10 of 15 Series were below median (with the other 5 above median) compared to peers on an asset-weighed basis, with 6 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-06/26-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.
Included under Item 7.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7.
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)(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. |
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, 2026
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, 2026
| /s/ Jill Peeper |
Jill Peeper
Treasurer and Principal Financial Officer
Manning & Napier Fund, Inc.
Date: September 2, 2026