UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-04087 ----------------------- EXETER FUND, INC. - --------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 290 WOODCLIFF DRIVE, FAIRPORT, NY 14450 - ----------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) B. REUBEN AUSPITZ 290 WOODCLIFF DRIVE, FAIRPORT, NY 14450 - ---------------------------------------------------------------- (NAME AND ADDRESS OF AGENT FOR SERVICE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 585-325-6880 ----------------- DATE OF FISCAL YEAR END: DECEMBER 31, 2005 --------------------------------------- DATE OF REPORTING PERIOD: JANUARY 1, 2005 THROUGH JUNE 30, 2005 ----------------------------------------- FORM N-CSR IS TO BE USED BY MANAGEMENT INVESTMENT COMPANIES TO FILE REPORTS WITH THE COMMISSION NOT LATER THAN 10 DAYS AFTER THE TRANSMISSION TO STOCKHOLDERS OF ANY REPORT THAT IS REQUIRED TO BE TRANSMITTED TO STOCKHOLDERS UNDER RULE 30E-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 (17 CFR 270.30E-1). THE COMMISSION MAY USE THE INFORMATION PROVIDED ON FORM N-CSR IN ITS REGULATORY, DISCLOSURE REVIEW, INSPECTION, AND POLICYMAKING ROLES. A REGISTRANT IS REQUIRED TO DISCLOSE THE INFORMATION SPECIFIED BY FORM N-CSR, AND THE COMMISSION WILL MAKE THIS INFORMATION PUBLIC. A REGISTRANT IS NOT REQUIRED TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN FORM N-CSR UNLESS THE FORM DISPLAYS A CURRENTLY VALID OFFICE OF MANAGEMENT AND BUDGET ("OMB") CONTROL NUMBER. PLEASE DIRECT COMMENTS CONCERNING THE ACCURACY OF THE INFORMATION COLLECTION BURDEN ESTIMATE AND ANY SUGGESTIONS FOR REDUCING THE BURDEN TO SECRETARY, SECURITIES AND EXCHANGE COMMISSION, 450 FIFTH STREET, NW, WASHINGTON, DC 20549-0609. THE OMB HAS REVIEWED THIS COLLECTION OF INFORMATION UNDER THE CLEARANCE REQUIREMENTS OF 44 U.S.C. SECTION 3507. ITEM 1: REPORTS TO STOCKHOLDERS August 26, 2005 To Shareholders of the following Series of the Exeter Fund: Core Bond Series Core Plus Bond Series Diversified Tax Exempt Series International Series Life Sciences Series New York Tax Exempt Series Ohio Tax Exempt Series Small Cap Series Technology Series World Opportunities Series Dear Shareholder: Enclosed is a copy of the Semi-Annual Report for each of the above Series of the Exeter Fund in which you were invested as of June 30, 2005. The reports include portfolio holdings and financial statements as of that date. Please contact our Fund Services department at 1-800-466-3863 or your Client Consultant if you have any questions about the Semi-Annual Reports or about the Fund. Sincerely, /s/ Amy J. Williams Amy J. Williams Fund Services Manager <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Technology Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 942.60 $ 5.78 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.84 $ 6.01 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series' total return would have been lower had certain expenses not been waived during the period. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 9.6% Health Care 5.2% Industrials 2.8% Information Technology (Communications Equipment) 15.8% Information Technology (Computers & Peripherals) 8.6% Information Technology (Electronic Equipment & Instruments) 5.0% Information Technology (Internet Software & Services) 5.4% Information Technology (IT Services) 1.9% Information Technology (Semiconductors & Semiconductor Equipment) 16.0% Information Technology (Software) 26.1% Telecommunication Services 2.9% Cash, short-term investments, and liabilities, less other assets 0.7% *As a percentage of net assets. TOP TEN STOCK HOLDINGS* Symantec Corp. 4.3% Texas Instruments, Inc. 4.1% Cisco Systems, Inc. 3.9% WebMD Corp. 3.9% Nokia Oyj - ADR (Finland) 3.7% Packeteer, Inc. 3.5% Amdocs Ltd. (Guernsey) 3.4% Secure Computing Crop. 3.2% Blue Coat Systems, Inc. 3.2% Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Finland) 3.0% *As a percentage of total investments. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ------- ------------ COMMON STOCKS - 99.3% CONSUMER DISCRETIONARY - 9.6% DIVERSIFIED CONSUMER SERVICES - 1.3% Career Education Corp.* 35,150 $ 1,286,841 ------------ HOUSEHOLD DURABLES - 1.7% Sony Corp. - ADR (Japan) (Note 7) 48,000 1,653,120 ------------ INTERNET & CATALOG RETAIL - 2.0% IAC/InterActiveCorp* 81,000 1,948,050 ------------ MEDIA - 2.9% Harris Interactive, Inc.* 600,000 2,922,000 ------------ SPECIALTY RETAIL - 1.7% RadioShack Corp. 72,000 1,668,240 ------------ TOTAL CONSUMER DISCRETIONARY 9,478,251 ------------ HEALTH CARE - 5.2% HEALTH CARE PROVIDERS & SERVICES - 5.2% Omnicell, Inc.* 143,000 1,258,400 WebMD Corp.* 378,000 3,882,060 ------------ TOTAL HEALTH CARE 5,140,460 ------------ INDUSTRIALS - 2.8% COMMERCIAL SERVICES & SUPPLIES - 2.8% Tomra Systems ASA (Norway) (Note 7) 664,000 2,743,844 ------------ INFORMATION TECHNOLOGY - 78.8% COMMUNICATIONS EQUIPMENT - 15.8% Cisco Systems, Inc.* 206,000 3,936,660 Nokia Oyj - ADR (Finland) (Note 7) 223,000 3,710,720 Packeteer, Inc.* 250,000 3,525,000 Polycom, Inc.* 172,000 2,564,520 Scientific-Atlanta, Inc. 58,000 1,929,660 ------------ 15,666,560 ------------ COMPUTERS & PERIPHERALS - 8.6% EMC Corp.* 206,000 2,824,260 International Business Machines (IBM) Corp. 37,500 2,782,500 Logitech International S.A. - ADR* (Switzerland) (Note 7) 45,000 2,870,100 ------------ 8,476,860 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS - 5.0% DTS, Inc.* 110,000 1,961,300 Solectron Corp.* 781,000 2,959,990 ------------ 4,921,290 ------------ INTERNET SOFTWARE & SERVICES - 5.4% Blue Coat Systems, Inc.* 105,500 3,152,340 Online Resources Corp.* 197,000 2,228,070 ------------ 5,380,410 ------------ The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ INFORMATION TECHNOLOGY (continued) IT SERVICES - 1.9% First Data Corp. 46,000 $ 1,846,440 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 16.0% ATI Technologies, Inc.* (Canada) (Note 7) 114,000 1,350,900 Cabot Microelectronics Corp.* 66,000 1,913,340 Cymer, Inc.* 27,300 719,355 Exar Corp.* 143,000 2,129,270 Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) (Note 7) 327,600 2,987,712 Texas Instruments, Inc. 145,000 4,070,150 Zoran Corp.* 197,000 2,618,130 ------------ 15,788,857 ------------ SOFTWARE - 26.1% Amdocs Ltd.* (Guernsey) (Note 7) 130,000 3,435,900 Blackbaud, Inc. 218,000 2,943,000 Business Objects S.A. - ADR* (France) (Note 7) 24,000 631,200 F-Secure Oyj* (Finland) (Note 7) 267,000 607,700 Opsware, Inc.* 181,000 926,720 PalmSource, Inc.* 289,000 2,456,500 SAP AG - ADR (Germany) (Note 7) 45,000 1,948,500 Secure Computing Corp.* 297,000 3,231,360 Symantec Corp.* 198,000 4,304,520 Synopsys, Inc.* 157,000 2,617,190 Verity, Inc.* 302,000 2,648,540 ------------ 25,751,130 ------------ TOTAL INFORMATION TECHNOLOGY 77,831,547 ------------ TELECOMMUNICATION SERVICES - 2.9% WIRELESS TELECOMMUNICATION SERVICES - 2.9% Vodafone Group plc - ADR (United Kingdom) (Note 7) 118,000 2,869,760 ------------ TOTAL COMMON STOCKS (Identified Cost $90,182,782) 98,063,862 ------------ SHORT-TERM INVESTMENTS - 1.9% Dreyfus Treasury Cash Management - Institutional Shares (Identified Cost $1,868,599) 1,868,599 1,868,599 ------------ TOTAL INVESTMENTS - 101.2% (Identified Cost $92,051,381) 99,932,461 LIABILITIES, LESS OTHER ASSETS - (1.2%) (1,158,866) ------------ NET ASSETS - 100% $98,773,595 ============ *Non-income producing security ADR - American Depository Receipt The accompanying notes are an integral part of the financial statements. 4 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $92,051,381) (Note 2) $ 99,932,461 Receivable for fund shares sold 241,229 Receivable for securities sold 224,872 Dividends receivable 131,404 ------------- TOTAL ASSETS 100,529,966 ------------- LIABILITIES: Accrued management fees (Note 3) 75,805 Accrued fund accounting and transfer agent fees (Note 3) 12,711 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Payable for securities purchased 1,644,980 Audit fees payable 14,423 Payable for fund shares repurchased 5,509 Other payables and accrued expenses 1,881 ------------- TOTAL LIABILITIES 1,756,371 ------------- TOTAL NET ASSETS $ 98,773,595 ============= NET ASSETS CONSIST OF: Capital stock $ 127,968 Additional paid-in-capital 132,523,722 Undistributed net investment loss (56,607) Accumulated net realized loss on investments, foreign currency, and other assets and liabilities (41,702,568) Net unrealized appreciation on investments 7,881,080 ------------- TOTAL NET ASSETS $ 98,773,595 ============= NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($98,773,595/12,796,825 shares) $ 7.72 ============= The accompanying notes are an integral part of the financial statements. 5 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Dividends (net of foreign tax withheld, $26,881) $ 337,530 Interest 36,516 ------------ Total Investment Income 374,046 ------------ EXPENSES: Management fees (Note 3) 357,887 Fund accounting and transfer agent fees (Note 3) 51,374 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 7,935 Miscellaneous 27,424 ------------ Total Expenses 451,067 Less reduction of expenses (Note 3) (20,414) ------------ Net Expenses 430,653 ------------ NET INVESTMENT LOSS (56,607) ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on - Investments 2,499,683 Foreign currency and other assets and liabilities (1,184) ------------ 2,498,499 ------------ Net change in unrealized appreciation on investments (3,048,795) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (550,296) ------------ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (606,903) ============ The accompanying notes are an integral part of the financial statements. 6 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------ INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment loss $ (56,607) $ (177,506) Net realized gain on investments 2,498,499 4,562,135 Net change in unrealized appreciation on investments (3,048,795) 4,698,784 -------------- ------------ Net increase (decrease) from operations (606,903) 9,083,413 -------------- ------------ CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 36,059,698 34,205,184 -------------- ------------ Net increase in net assets 35,452,795 43,288,597 NET ASSETS: Beginning of period 63,320,800 20,032,203 -------------- ------------ END OF PERIOD (including undistributed net investment loss of $56,607 and $0, respectively) $ 98,773,595 $63,320,800 ============== ============ The accompanying notes are an integral part of the financial statements. 7 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ------------ ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 8.19 $ 7.44 $ 3.73 $ 5.91 $ 7.16 -------------- --------------------- ------------ ---------- ---------- Income (loss) from investment operations: Net investment loss --2 (0.04)3 (0.03) (0.03)3 (0.03) Net realized and unrealized gain (loss) on investments (0.47) 0.79 3.74 (2.15) (1.22) -------------- --------------------- ------------ ---------- ---------- Total from investment operations (0.47) 0.75 3.71 (2.18) (1.25) -------------- --------------------- ------------ ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 7.72 $ 8.19 $ 7.44 $ 3.73 $ 5.91 ============== ===================== ============ ========== ========== Total return4 (5.74%) 10.08% 99.46% (36.89%) (17.46%) RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.20%5 1.20% 1.20% 1.20% 1.20% Net investment loss (0.16%)5 (0.52%) (0.58%) (0.71%) (0.49%) Portfolio turnover 36% 50% 83% 137% 63% NET ASSETS - END OF PERIOD (000's omitted) $ 98,774 $ 63,321 $ 20,032 $ 10,178 $ 53,071 ============== ===================== ============ ========== ========== FOR THE PERIOD 8/8/00 1 TO 12/31/00 ---------------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.00 ---------------- Income (loss) from investment operations: Net investment loss (0.02) Net realized and unrealized gain (loss) on investments (2.82) ---------------- Total from investment operations (2.84) ---------------- NET ASSET VALUE - END OF PERIOD $ 7.16 ================ Total return4 (28.40%) RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.18%5 Net investment loss (0.71%)5 Portfolio turnover 13% NET ASSETS - END OF PERIOD (000's omitted) $ 66,624 ================ *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased as follows: 0.06%5 0.16% 0.81% 0.41% 0.11% N/A 1Recommencement of operations. 2Less than $0.01 per share. 3Calculated based on average shares outstanding during the period. 4Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized. 5Annualized. The accompanying notes are an integral part of the financial statements. 8 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Technology Series (the "Series") is a no-load non-diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide long-term growth by investing principally in the common stocks of companies in technology-based industries. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. On August 8, 2000, the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates. The Series resumed offering shares directly to investors on May 18, 2004, as it had done previously from time to time. The total authorized capital stock of the Fund consists of 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as Technology Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Portfolio securities, including domestic equities, foreign equities, exchange-traded funds and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund's pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds as noted above. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income and 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 Directors, taking into consideration, among other things, the nature and type of expense. 9 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES (continued) The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. 10 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has contractually agreed, until at least April 30, 2006, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $20,414 for the six months ended June 30, 2005, which is reflected as a reduction of expenses on the Statement of Operations. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $62,749,900 and $25,119,424, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Technology Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- ------------------------ SHARES AMOUNT SHARES AMOUNT ------------------- ---------------- ---------- ------------ Sold 5,519,447 $ 39,564,452 5,819,094 $40,253,707 Repurchased (452,831) (3,504,754) (782,440) (6,048,523) ------------------- ---------------- ---------- Total 5,066,616 $ 36,059,698 5,036,654 $34,205,184 =================== ================ ========== ============ Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 11 <page> Notes to Financial Statements (unaudited) 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. TECHNOLOGY SECURITIES The Series may focus its investments in certain related technology industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified. 9. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. At December 31, 2004, the Series had capital loss carryovers available to the extent allowed by tax law to offset future net capital gain, if any, which will expire as follows: LOSS CARRYOVER EXPIRATION DATE - --------------- ----------------- $ 6,187,851 December 31, 2009 $ 36,793,969 December 31, 2010 At June 30, 2005, 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 $92,051,381 Unrealized appreciation $10,594,696 Unrealized depreciation (2,713,616) ------------ Net unrealized appreciation $ 7,881,080 ============ 12 <page> [This page intentionally left blank] 13 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 14 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Life Sciences Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,029.40 $ 5.94 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.94 $ 5.91 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 1.18%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series' total return would have been lower had certain expenses not been waived during the period. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> SECTOR ALLOCATION* Health Care (Biotechnology) 11.2% Health Care (Health Care Equipment & Supplies) 14.3% Health Care (Health Care Providers & Services) 41.5% Health Care (Pharmaceuticals) 21.5% Industrials 0.5% Information Technology 1.3% Materials 4.7% Cash, short-term investments, and liabilities, less other assets 5.0% *As a percentage of net assets. TOP TEN STOCK HOLDINGS* WebMD Corp. 9.9% Lonza Group AG (Switzerland) 4.6% Omnicell, Inc. 4.2% Schering AG (Germany) 3.2% Millennium Pharmaceuticals, Inc. 2.9% Schering-Plough Corp. 2.9% PerkinElmer, Inc. 2.8% Advanced Neuromodulation Systems, Inc. 2.8% Novartis AG - ADR (Switzerland) 2.8% McKesson Corp. 2.8% *As a percentage of total investments. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ COMMON STOCKS - 95.0% HEALTH CARE - 88.5% BIOTECHNOLOGY - 11.2% BioMarin Pharmaceutical, Inc.* 600,000 $ 4,494,000 Caliper Life Sciences, Inc.* 507,050 2,839,480 Diversa Corp.* 635,000 3,308,350 Millennium Pharmaceuticals, Inc.* 620,000 5,747,400 Neurocrine Biosciences, Inc.* 48,000 2,018,880 Xenogen Corp.* 933,500 3,500,625 ------------ 21,908,735 ------------ HEALTH CARE EQUIPMENT & SUPPLIES - 14.3% Advanced Neuromodulation Systems, Inc.* 140,000 5,555,200 DENTSPLY International, Inc. 100,000 5,400,000 Millipore Corp.* 42,000 2,382,660 PerkinElmer, Inc. 300,000 5,670,000 Thermo Electron Corp.* 107,000 2,875,090 Viasys Healthcare, Inc.* 92,000 2,078,280 Zoll Medical Corp.* 150,000 3,817,500 ------------ 27,778,730 ------------ HEALTH CARE PROVIDERS & SERVICES - 41.5% Allscripts Healthcare Solutions, Inc.* 180,000 2,989,800 American Healthways, Inc.* 46,000 1,944,420 AmerisourceBergen Corp. 72,000 4,978,800 AMICAS, Inc.* 862,350 3,906,445 AMN Healthcare Services, Inc.* 322,000 4,839,660 Cardinal Health, Inc. 67,000 3,857,860 Cross Country Healthcare, Inc.* 225,000 3,825,000 Eclipsys Corp.* 242,250 3,408,457 Express Scripts, Inc.* 82,000 4,098,360 HCA, Inc. 65,000 3,683,550 IDX Systems Corp.* 130,000 3,918,200 McKesson Corp. 123,000 5,509,170 Medical Staffing Network Holdings, Inc.* 207,000 1,024,650 Omnicell, Inc.* 953,000 8,386,400 Triad Hospitals, Inc.* 90,000 4,917,600 WebMD Corp.* 1,910,000 19,615,700 ------------ 80,904,072 ------------ PHARMACEUTICALS - 21.5% AstraZeneca plc - ADR (United Kingdom) (Note 7) 45,000 1,856,700 Bristol-Myers Squibb Co. 144,000 3,597,120 GlaxoSmithKline plc (United Kingdom) (Note 7) 196,000 4,746,299 Merck & Co., Inc. 111,000 3,418,800 Novartis AG - ADR (Switzerland) (Note 7) 117,000 5,550,480 Pfizer, Inc. 103,000 2,840,740 The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) SHARES/ VALUE PRINCIPAL AMOUNT (NOTE 2) ----------------- ------------- HEALTH CARE (continued) PHARMACEUTICALS (continued) Roche Holding AG - ADR (Switzerland) (Note 7) 33,500 $ 2,120,717 Sanofi-Aventis - ADR (France) (Note 7) 43,000 1,762,570 Schering AG (Germany) (Note 7) 104,000 6,421,308 Schering-Plough Corp. 300,000 5,718,000 Wyeth 86,000 3,827,000 ------------- 41,859,734 ------------- TOTAL HEALTH CARE 172,451,271 ------------- INDUSTRIALS - 0.5% COMMERCIAL SERVICES & SUPPLIES - 0.5% On Assignment, Inc.* 173,000 861,540 ------------- INFORMATION TECHNOLOGY - 1.3% ELECTRONIC EQUIPMENT & INSTRUMENTS - 1.3% Mettler-Toledo International, Inc.* (Switzerland) (Note 7) 54,000 2,515,320 ------------- MATERIALS - 4.7% CHEMICALS - 4.7% Lonza Group AG (Switzerland) (Note 7) 165,921 9,186,184 ------------- TOTAL COMMON STOCKS (Identified Cost $167,064,006) 185,014,315 ------------- SHORT-TERM INVESTMENTS - 7.1% Dreyfus Treasury Cash Management - Institutional Shares 4,953,653 4,953,653 Fannie Mae Discount Note, 7/11/2005 $ 4,000,000 3,996,711 Freddie Mac Discount Note, 8/5/2005 5,000,000 4,985,174 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $13,935,538) 13,935,538 ------------- TOTAL INVESTMENTS - 102.1% (Identified Cost $180,999,544) 198,949,853 LIABILITIES, LESS OTHER ASSETS - (2.1%) (4,127,795) ------------- NET ASSETS - 100% $194,822,058 ============= *Non-income producing security ADR - American Depository Receipt The accompanying notes are an integral part of the financial statements. 4 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $180,999,544) (Note 2) $198,949,853 Receivable for fund shares sold 383,187 Dividends receivable 172,650 Foreign tax reclaims receivable 79,658 ------------- TOTAL ASSETS 199,585,348 ------------- LIABILITIES: Accrued management fees (Note 3) 157,335 Accrued fund accounting and transfer agent fees (Note 3) 24,812 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Payable for securities purchased 4,155,534 Payable for fund shares repurchased 407,503 Audit fees payable 16,613 Other payables and accrued expenses 431 ------------- TOTAL LIABILITIES 4,763,290 ------------- TOTAL NET ASSETS $194,822,058 ============= NET ASSETS CONSIST OF: Capital stock $ 159,148 Additional paid-in-capital 168,144,607 Undistributed net investment loss (109,785) Accumulated net realized gain on investments, foreign currency, and other assets and liabilities 8,681,145 Net unrealized appreciation on investments, foreign currency, and other assets and liabilities 17,946,943 ------------- TOTAL NET ASSETS $194,822,058 ============= NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($194,822,058/15,914,837 shares) $ 12.24 ============= The accompanying notes are an integral part of the financial statements. 5 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Dividends (net of foreign tax withheld, $88,623) $ 860,479 Interest 99,823 ------------ Total Investment Income 960,302 ------------ EXPENSES: Management fees (Note 3) 906,673 Fund accounting and transfer agent fees (Note 3) 118,906 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 14,580 Miscellaneous 34,756 ------------ Total Expenses 1,081,362 Less reduction of expenses (Note 3) (11,275) ------------ Net Expenses 1,070,087 ------------ NET INVESTMENT LOSS (109,785) ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on - Investments 7,426,303 Foreign currency and other assets and liabilities 1,826 ------------ 7,428,129 ------------ Net change in unrealized appreciation on - Investments (1,763,834) Foreign currency and other assets and liabilities (10,628) ------------ (1,774,462) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 5,653,667 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,543,882 ============ The accompanying notes are an integral part of the financial statements. 6 <page> Statements of Changes in Net Assets FOR SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment loss $ (109,785) $ (1,061,324) Net realized gain on investments 7,428,129 6,475,588 Net change in unrealized appreciation on investments (1,774,462) 129,524 -------------- ------------- Net increase from operations 5,543,882 5,543,788 -------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 9): From net realized gain on investments - (6,350,085) -------------- ------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 3,791,187 21,303,459 -------------- ------------- Net increase in net assets 9,335,069 20,497,162 NET ASSETS: Beginning of period 185,486,989 164,989,827 -------------- ------------- END OF PERIOD (including undistributed net investment loss of $109,785 and $0, respectively) $ 194,822,058 $185,486,989 ============== ============= The accompanying notes are an integral part of the financial statements. 7 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 11.89 $ 11.96 $ 9.35 $ 12.52 $ 12.69 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment loss (0.01) (0.07) (0.02) (0.02) (0.04) Net realized and unrealized gain (loss) on investments 0.36 0.43 2.76 (2.23) 1.47 -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.35 0.36 2.74 (2.25) 1.43 -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income - - - --2 (0.05) From net realized gain on investments - (0.43) (0.13) (0.92) (1.55) -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders - (0.43) (0.13) (0.92) (1.60) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 12.24 $ 11.89 $ 11.96 $ 9.35 $ 12.52 ============== ===================== ========== ========== ========== Total return1 2.94% 3.03% 29.39% (17.93%) 11.70% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.18%3 1.18% 1.18% 1.20% 1.14% Net investment loss (0.12%)3 (0.62%) (0.19%) (0.25%) (0.36%) Portfolio turnover 49% 109% 86% 76% 120% NET ASSETS - END OF PERIOD (000's omitted) $ 194,822 $ 185,487 $ 164,990 $ 120,245 $ 141,039 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.80 ---------- Income (loss) from investment operations: Net investment loss (0.03) Net realized and unrealized gain (loss) on investments 9.00 ---------- Total from investment operations 8.97 ---------- Less distributions to shareholders: From net investment income --2 From net realized gain on investments (7.08) ---------- Total distributions to shareholders (7.08) ---------- NET ASSET VALUE - END OF PERIOD $ 12.69 ========== Total return1 87.31% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.11% Net investment loss (0.30%) Portfolio turnover 162% NET ASSETS - END OF PERIOD (000's omitted) $ 138,063 ========== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased as follows: 0.01%3 0.04% 0.01% N/A N/A N/A 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized. 2Less than $0.01 per share. 3Annualized. The accompanying notes are an integral part of the financial statements. 8 <page> Note to Financial Statements (unaudited) 1. ORGANIZATION Life Sciences Series (the "Series") is a no-load non-diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide long-term growth by investing principally in the common stocks of companies in the life sciences industry. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. On November 5, 1999, the Series resumed sales of shares to advisory clients and employees of the Advisor and its affiliates. On May 1, 2001, the Series began offering shares directly to investors. Previously, the Series was available from time to time to advisory clients and employees of the Advisor. The total authorized capital stock of the Fund consists of 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as Life Sciences Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Portfolio securities, including domestic equities, foreign equities, exchange-traded funds and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund's pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds as noted above. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income and 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 Directors, taking into consideration, among other things, the nature and type of expense. 9 <page> Note to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES (continued) The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 10 <page> Note to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 1.18% of average daily net assets each year. Accordingly, the Advisor waived fees of $11,275 for the six months ended June 30, 2005, which is reflected as a reduction of expenses on the Statement of Operations. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $96,263,920 and $82,862,325, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Life Sciences Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- -------------------------- Shares Amount Shares Amount ------------------- ---------------- ----------- ------------- Sold 1,371,006 $ 16,011,960 2,466,963 $ 29,405,513 Reinvested - - 524,650 6,204,989 Repurchased (1,050,087) (12,220,773) (1,193,444) (14,307,043) ------------------- ---------------- ----------- ------------- Total 320,919 $ 3,791,187 1,798,169 $ 21,303,459 =================== ================ =========== ============= Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 11 <page> Note to Financial Statements (unaudited) 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. LIFE SCIENCES SECURITIES The Series may focus its investments in certain related life sciences industries; hence, the Series may subject itself to a greater degree of risk than a series that is more diversified. 9. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. The tax character of distributions paid for the year ended December 31, 2004 were as follows: Ordinary income $1,420,127 Long-term capital gains 4,929,958 For the year ended December 31, 2004, the Series elected to defer $165,944 of capital losses attributable to Post-October losses. At June 30, 2005, 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 $180,999,544 Unrealized appreciation $ 23,616,371 Unrealized depreciation (5,666,062) ------------- Net unrealized appreciation $ 17,950,309 ============= 12 <page> [This page intentionally left blank] 13 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 14 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Small Cap Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,022.00 $ 6.02 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.84 $ 6.01 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 15.4% Consumer Staples 5.9% Energy 15.1% Financials 4.8% Health Care 10.7% Industrials 19.6% Information Technology 11.0% Materials 7.3% Utilities 6.6% Cash, short-term investments, and other assets, less liabilities 3.6% *As a percentage of net assets. MARKET CAPITALIZATION Average $1,085 Million Median 705 Million Weighted Average 1,617 Million TOP TEN STOCK HOLDINGS* National-Oilwell Varco, Inc. 4.8% Pride International, Inc. 3.8% Allegheny Energy, Inc. 3.8% Sappi Ltd. - ADR 3.1% Helmerich & Payne, Inc. 3.0% Minerals Technologies, Inc. 2.9% Forest Oil Corp. 2.6% Pathmark Stores, Inc. 2.3% Aquila, Inc. 2.0% AMN Healthcare Services, Inc. 1.9% *As a percentage of total investments. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ COMMON STOCKS - 96.4% CONSUMER DISCRETIONARY - 15.4% AUTO COMPONENTS - 0.9% Azure Dynamics Corp.* (Canada) (Note 7) 1,938,000 $ 1,487,361 ------------ DIVERSIFIED CONSUMER SERVICES - 1.8% Corinthian Colleges, Inc. 237,000 3,026,490 ------------ HOTELS, RESTAURANTS & LEISURE - 2.2% Alliance Gaming Corp.* 59,000 827,180 Club Mediterranee S.A.* (France) (Note 7) 35,000 1,652,542 Mikohn Gaming Corp.* 84,000 1,236,900 ------------ 3,716,622 ------------ HOUSEHOLD DURABLES - 2.0% Interface, Inc. - Class A* 379,000 3,050,950 Libbey, Inc. 24,000 379,440 ------------ 3,430,390 ------------ LEISURE EQUIPMENT & PRODUCTS - 2.2% Hasbro, Inc. 90,000 1,871,100 K2, Inc.* 48,000 608,640 Leapfrog Enterprises, Inc. - Class A* 102,900 1,162,770 ------------ 3,642,510 ------------ MEDIA - 3.3% Acme Communications, Inc.* 396,000 1,591,960 Belo Corp. - Class A 100,000 2,397,000 Harris Interactive, Inc.* 311,000 1,514,570 ------------ 5,503,530 ------------ SPECIALTY RETAIL - 3.0% Build-A-Bear-Workshop, Inc.* 87,000 2,040,150 Douglas Holding AG (Germany) (Note 7) 48,200 1,747,688 Foot Locker, Inc. 50,000 1,361,000 ------------ 5,148,838 ------------ TOTAL CONSUMER DISCRETIONARY 25,955,741 ------------ CONSUMER STAPLES - 5.9% BEVERAGES - 0.3% National Beverage Corp.* 62,000 494,760 ------------ FOOD & STAPLES RETAILING - 2.2% Pathmark Stores, Inc.* 436,000 3,819,360 ------------ FOOD PRODUCTS - 2.7% Chiquita Brands International, Inc. 33,925 931,580 The Hain Celestial Group, Inc.* 83,000 1,618,500 J&J Snack Foods Corp. 13,300 696,255 Lancaster Colony Corp. 12,200 523,624 Ralcorp Holdings, Inc. 18,500 761,275 ------------ 4,531,234 ------------ The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ------- ------------ CONSUMER STAPLES (continued) PERSONAL PRODUCTS - 0.7% Playtex Products, Inc.* 108,000 $ 1,162,080 ------------ TOTAL CONSUMER STAPLES 10,007,434 ------------ ENERGY - 15.1% ENERGY EQUIPMENT & SERVICES - 12.5% Atwood Oceanics, Inc.* 28,000 1,723,680 Helmerich & Payne, Inc. 106,000 4,973,520 National-Oilwell Varco, Inc.* 168,313 8,001,600 Pride International, Inc.* 246,000 6,322,200 ------------ 21,021,000 ------------ OIL, GAS & CONSUMABLE FUELS - 2.6% Forest Oil Corp.* 104,000 4,368,000 ------------ TOTAL ENERGY 25,389,000 ------------ FINANCIALS - 4.8% COMMERCIAL BANKS - 3.5% Bancshares of Florida, Inc.* 26,500 450,500 Chemical Financial Corp. 16,485 545,818 Citizens & Northern Corp. 23,937 747,792 Croghan Bancshares, Inc. 11,500 411,125 F&M Bank Corp. 6,300 158,130 First Community Bancorp 9,600 456,000 First Financial Corp. 18,300 525,759 Juniata Valley Financial Corp. 1,800 84,600 National Bankshares, Inc. 13,000 578,890 Northrim BanCorp, Inc. 17,300 406,204 Omega Financial Corp. 18,400 571,320 Potomac Bancshares, Inc. 29,600 503,200 Tower Bancorp, Inc. 8,825 432,425 ------------ 5,871,763 ------------ CONSUMER FINANCE - 0.7% MoneyGram International, Inc. 60,000 1,147,200 ------------ THRIFTS & MORTGAGE FINANCE - 0.6% Flagstar Bancorp, Inc. 55,000 1,041,150 ------------ TOTAL FINANCIALS 8,060,113 ------------ HEALTH CARE - 10.7% BIOTECHNOLOGY - 1.1% BioMarin Pharmaceutical, Inc.* 258,000 1,932,420 ------------ HEALTH CARE EQUIPMENT & SUPPLIES - 1.1% Advanced Neuromodulation Systems, Inc.* 47,000 1,864,960 ------------ HEALTH CARE PROVIDERS & SERVICES - 8.5% AMICAS, Inc.* 390,000 1,766,700 The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ------- ------------ HEALTH CARE (continued) HEALTH CARE PROVIDERS & SERVICES (continued) AMN Healthcare Services, Inc.* 211,000 $ 3,171,330 Cross Country Healthcare, Inc.* 152,000 2,584,000 Eclipsys Corp.* 105,000 1,477,350 Omnicell, Inc.* 343,000 3,018,400 WebMD Corp.* 218,000 2,238,860 ------------ 14,256,640 ------------ TOTAL HEALTH CARE 18,054,020 ------------ INDUSTRIALS - 19.6% AIRLINES - 3.9% AirTran Holdings, Inc.* 255,000 2,353,650 AMR Corp.* 103,000 1,247,330 Continental Airlines, Inc. - Class B* 88,500 1,175,280 JetBlue Airways Corp.* 71,000 1,451,240 Northwest Airlines Corp.* 88,500 403,560 ------------ 6,631,060 ------------ COMMERCIAL SERVICES & SUPPLIES - 3.8% BWT AG (Austria) (Note 7) 45,000 1,512,349 Herman Miller, Inc. 66,000 2,035,440 Tomra Systems ASA (Norway) (Note 7) 681,000 2,814,093 ------------ 6,361,882 ------------ CONSTRUCTION & ENGINEERING - 1.7% Infrasource Services, Inc.* 115,000 1,198,300 Insituform Technologies, Inc. - Class A* 107,000 1,715,210 ------------ 2,913,510 ------------ ELECTRICAL EQUIPMENT - 2.5% General Cable Corp.* 61,000 904,630 Global Power Equipment Group, Inc.* 197,000 1,566,150 Plug Power, Inc.* 245,000 1,678,250 ------------ 4,149,030 ------------ MACHINERY - 7.7% AGCO Corp.* 138,000 2,638,560 Albany International Corp. - Class A 50,000 1,605,500 Gardner Denver, Inc.* 54,000 1,894,320 The Greenbrier Companies, Inc. 57,000 1,544,700 Lindsay Manufacturing Co. 69,000 1,627,020 Trinity Industries, Inc. 27,400 877,622 Wabtec Corp. 130,000 2,792,400 ------------ 12,980,122 ------------ TOTAL INDUSTRIALS 33,035,604 ------------ The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ------- ------------ INFORMATION TECHNOLOGY - 11.0% ELECTRONIC EQUIPMENT & INSTRUMENTS - 0.6% DTS, Inc.* 61,000 $ 1,087,630 ------------ INTERNET SOFTWARE & SERVICES - 1.5% Corillian Corp.* 475,000 1,472,500 Online Resources Corp.* 88,000 995,280 ------------ 2,467,780 ------------ IT SERVICES - 0.9% The BISYS Group, Inc.*1 99,000 1,479,060 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 4.0% Cabot Microelectronics Corp.* 95,000 2,754,050 Cymer, Inc.* 71,000 1,870,850 Zoran Corp.* 153,000 2,033,370 ------------ 6,658,270 ------------ SOFTWARE - 4.0% Activision, Inc.* 51,000 842,520 Blackbaud, Inc. 175,000 2,362,500 Take-Two Interactive Software, Inc.* 37,500 954,375 THQ, Inc.* 36,000 1,053,720 Verity, Inc.* 177,000 1,552,290 ------------ 6,765,405 ------------ TOTAL INFORMATION TECHNOLOGY 18,458,145 ------------ MATERIALS - 7.3% CHEMICALS - 2.9% Minerals Technologies, Inc. 79,000 4,866,400 ------------ PAPER & FOREST PRODUCTS - 4.4% Aracruz Celulose S.A. - ADR (Brazil) (Note 7) 43,500 1,511,625 Domtar, Inc. (Canada) (Note 7) 87,000 642,930 Sappi Ltd. - ADR (South Africa) (Note 7) 482,000 5,215,240 ------------ 7,369,795 ------------ TOTAL MATERIALS 12,236,195 ------------ UTILITIES - 6.6% ELECTRIC UTILITIES - 4.7% Allegheny Energy, Inc.* 250,000 6,305,000 Westar Energy, Inc. 67,400 1,619,622 ------------ 7,924,622 ------------ MULTI-UTILITIES - 1.9% Aquila, Inc.* 902,100 3,256,581 ------------ TOTAL UTILITIES 11,181,203 ------------ The accompanying notes are an integral part of the financial statements. 6 <page> Investment Portfolio - June 30, 2005 (unaudited) SHARES/ VALUE PRINCIPAL AMOUNT (NOTE 2) ----------------- ------------- TOTAL COMMON STOCKS (Identified Cost $136,968,335) $162,377,455 ------------- SHORT-TERM INVESTMENTS - 2.1% Dreyfus Treasury Cash Management - Institutional Shares 1,634,587 1,634,587 Fannie Mae Discount Note, 7/11/2005 $ 2,000,000 1,998,350 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $3,632,937) 3,632,937 ------------- TOTAL INVESTMENTS - 98.5% (Identified Cost $140,601,272) 166,010,392 OTHER ASSETS, LESS LIABILITIES - 1.5% 2,444,478 ------------- NET ASSETS - 100% $168,454,870 ============= *Non-income producing security 1A subsidiary of the company serves as the Fund's sub-accounting services and sub-transfer agent. An employee of the company serves as an officer of the Fund (See Note 4 to Financial Statements). ADR - American Depository Receipt The accompanying notes are an integral part of the financial statements. 7 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $140,601,272) (Note 2) $166,010,392 Receivable for securities sold 2,353,661 Receivable for fund shares sold 199,435 Dividends receivable 77,206 Foreign tax reclaims receivable 3,391 ------------- TOTAL ASSETS 168,644,085 ------------- LIABILITIES: Accrued management fees (Note 3) 136,975 Accrued fund accounting and transfer agent fees (Note 3) 22,648 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Audit fees payable 16,411 Payable for fund shares repurchased 11,280 Other payables and accrued expenses 839 ------------- TOTAL LIABILITIES 189,215 ------------- TOTAL NET ASSETS $168,454,870 ============= NET ASSETS CONSIST OF: Capital stock $ 109,808 Additional paid-in-capital 125,967,585 Undistributed net investment loss (274,097) Accumulated net realized gain on investments, foreign currency, and other assets and liabilities 17,242,531 Net unrealized appreciation on investments, foreign currency, and other assets and liabilities 25,409,043 ------------- TOTAL NET ASSETS $168,454,870 ============= NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($168,454,870/10,980,813 shares) $ 15.34 ============= The accompanying notes are an integral part of the financial statements. 8 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Dividends (net of foreign tax withheld, $44,739) $ 642,010 Interest 34,210 ------------ Total Investment Income 676,220 ------------ EXPENSES: Management fees (Note 3) 789,426 Fund accounting and transfer agent fees (Note 3) 105,641 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 14,896 Miscellaneous 33,907 ------------ Total Expenses 950,317 ------------ NET INVESTMENT LOSS (274,097) ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on - Investments 11,682,294 Foreign currency and other assets and liabilities (2,939) ------------ 11,679,355 ------------ Net change in unrealized appreciation on - Investments (8,213,706) Foreign currency and other assets and liabilities (229) ------------ (8,213,935) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 3,465,420 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 3,191,323 ============ The accompanying notes are an integral part of the financial statements. 9 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment loss $ (274,097) $ (787,002) Net realized gain on investments 11,679,355 17,028,436 Net change in unrealized appreciation on investments (8,213,935) 11,923,212 -------------- ------------- Net increase from operations 3,191,323 28,164,646 -------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 8): From net realized gain on investments - (7,406,958) -------------- ------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase (decrease) from capital share transactions (Note 5) (4,173,962) 8,770,332 -------------- ------------- Net increase (decrease) in net assets (982,639) 29,528,020 NET ASSETS: Beginning of period 169,437,509 139,909,489 -------------- ------------- END OF PERIOD (including undistributed net investment loss of $274,097 and $0, respectively) $ 168,454,870 $169,437,509 ============== ============= The accompanying notes are an integral part of the financial statements. 10 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $15.01 $13.12 $9.52 $11.49 $10.57 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income (loss) (0.03) (0.07) (0.04) (0.03) --2 Net realized and unrealized gain (loss) on investments 0.36 2.66 3.64 (1.94) 2.26 -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.33 2.59 3.60 (1.97) 2.26 -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income - - - - --2 From net realized gain on investments - (0.70) - - (1.34) -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders - (0.70) - - (1.34) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $15.34 $15.01 $13.12 $9.52 $11.49 ============== ===================== ========== ========== ========== Total return1 2.20% 19.81% 37.82% (17.15%) 22.05% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.20%3 1.22% 1.22% 1.24% 1.19% Net investment income (loss) (0.35%)3 (0.54%) (0.39%) (0.28%) 0.01% Portfolio turnover 30% 61% 42% 70% 88% NET ASSETS - END OF PERIOD (000's omitted) $168,455 $169,438 $139,909 $95,772 $108,525 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $10.53 ---------- Income (loss) from investment operations: Net investment income (loss) 0.03 Net realized and unrealized gain (loss) on investments 0.90 ---------- Total from investment operations 0.93 ---------- Less distributions to shareholders: From net investment income (0.09) From net realized gain on investments (0.80) ---------- Total distributions to shareholders (0.89) ---------- NET ASSET VALUE - END OF PERIOD $10.57 ========== Total return1 9.43% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 1.14% Net investment income (loss) 0.24% Portfolio turnover 56% NET ASSETS - END OF PERIOD (000's omitted) $94,748 ========== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased as follows: N/A 0.01% 0.01% N/A N/A N/A 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized. 2Less than $0.01 per share. 3Annualized. The accompanying notes are an integral part of the financial statements. 11 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Small Cap Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the "1940 Act"), as amended, as an open-end management investment company. The Series' investment objective is to provide long-term growth by investing principally in the common stocks of companies with small market capitalizations. The Series is authorized to issue five classes of shares (Class A, B, C, D and E). Currently, only Class A shares have been issued. Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 37.5 million have been designated as Small Cap Series Class A common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Portfolio securities, including domestic equities, foreign equities, exchange-traded funds and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund's pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds as noted above. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income and expenses are recorded on an accrual basis. 12 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES (continued) 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise main- 13 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) tain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 1.22% of average daily net assets each year. For the six months ended June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $46,883,408 and $47,749,064, respectively. An employee of The BISYS Group, Inc. serves as an officer of the Fund. Therefore, The BISYS Group, Inc. is considered an "affiliated company", as defined in the 1940 Act. There were no purchases, sales, or income transactions in shares of The BISYS Group, Inc. for the six months ended June 30, 2005. 14 <page> Notes to Financial Statements (unaudited) 5. CAPITAL STOCK TRANSACTIONS Transactions in Class A shares of Small Cap Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ------------------- ---------------- ----------- ------------- Sold 676,024 $ 9,841,938 1,498,249 $ 20,578,866 Reinvested - - 491,034 7,247,666 Repurchased (983,217) (14,015,900) (1,365,637) (19,056,200) ------------------- ---------------- ----------- ------------- Total (307,193) $ (4,173,962) 623,646 $ 8,770,332 =================== ================ =========== ============= Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. The tax character of distributions paid for the year ended December 31, 2004 were as follows: Long-term capital gains $7,406,958 15 <page> Notes to Financial Statements (unaudited) 8. FEDERAL INCOME TAX INFORMATION (continued) At June 30, 2005, 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 $140,601,272 Unrealized appreciation $ 31,634,833 Unrealized depreciation (6,225,713) ------------- Net unrealized appreciation $ 25,409,120 ============= 16 <page> [This page intentionally left blank] 17 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 18 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 World Opportunities Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,004.80 $ 6.06 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.74 $ 6.11 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 1.22%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> COUNTRY ALLOCATION* Brazil 6.0% Finland 2.2% France 14.2% Germany 7.1% Japan 3.8% Mexico 4.1% Netherlands 4.5% Norway 5.4% Switzerland 11.8% Taiwan 2.1% United Kingdom 18.6% United States 2.1% Miscellaneous** 7.9% Cash, short-term investments, and liabilities, less other assets 10.2% *As a percentage of net assets. **Miscellaneous Austria (0.6%) Canada (2.0%) Guernsey (2.0%) South Africa (1.9%) Spain (1.4%) <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 15.0% Consumer Staples 23.5% Energy 11.0% Health Care 9.8% Industrials 12.6% Information Technology 8.5% Materials 7.0% Telecommunication Services 2.4% Cash, short-term investments, and liabilities, less other assets 10.2% *As a percentage of net assets. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ COMMON STOCKS - 89.8% CONSUMER DISCRETIONARY - 15.0% HOTELS, RESTAURANTS & LEISURE - 3.1% Club Mediterranee S.A.* (France) 107,900 $ 5,094,552 ------------ HOUSEHOLD DURABLES - 2.0% Sony Corp. - ADR (Japan) 94,000 3,237,360 ------------ MEDIA - 7.9% News Corp. - Class A 212,000 3,430,160 Pearson plc (United Kingdom) 242,000 2,852,034 Reed Elsevier plc - ADR (United Kingdom) 93,500 3,620,320 VNU N.V. (Netherlands) 113,645 3,174,080 ------------ 13,076,594 ------------ SPECIALTY RETAIL - 2.0% Douglas Holding AG (Germany) 92,400 3,350,339 ------------ TOTAL CONSUMER DISCRETIONARY 24,758,845 ------------ CONSUMER STAPLES - 23.5% FOOD & STAPLES RETAILING - 3.0% Carrefour S.A. (France) 101,950 4,949,389 ------------ FOOD PRODUCTS - 9.2% Cadbury Schweppes plc (United Kingdom) 342,000 3,267,360 Nestle S.A. (Switzerland) 22,800 5,835,661 Unilever plc - ADR (United Kingdom) 158,249 6,147,974 ------------ 15,250,995 ------------ HOUSEHOLD PRODUCTS - 6.0% Henkel KGaA (Germany) 36,400 3,259,254 Kimberly-Clark de Mexico S.A. de C.V. - ADR (Mexico) 391,000 6,689,932 ------------ 9,949,186 ------------ PERSONAL PRODUCTS - 5.3% Clarins S.A. (France) 83,231 5,592,398 Shiseido Co. Ltd. (Japan) 246,000 3,106,061 ------------ 8,698,459 ------------ TOTAL CONSUMER STAPLES 38,848,029 ------------ ENERGY - 11.0% ENERGY EQUIPMENT & SERVICES - 8.3% Abbot Group plc (United Kingdom) 1,169,550 5,335,194 Compagnie Generale de Geophysique S.A. (CGG)* (France) 50,500 4,279,661 Smedvig ASA - Class A (Norway) 202,000 4,096,328 ------------ 13,711,183 ------------ The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ ENERGY (continued) OIL, GAS & CONSUMABLE FUELS - 2.7% Petroleo Brasileiro S.A. (Petrobras) - ADR (Brazil) 98,000 $ 4,511,920 ------------ TOTAL ENERGY 18,223,103 ------------ HEALTH CARE - 9.8% PHARMACEUTICALS - 9.8% GlaxoSmithKline plc (United Kingdom) 168,000 4,068,256 Novartis AG - ADR (Switzerland) 147,500 6,997,400 Schering AG (Germany) 82,000 5,062,954 ------------ TOTAL HEALTH CARE 16,128,610 ------------ INDUSTRIALS - 12.6% AEROSPACE & DEFENSE - 2.2% Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil) 110,000 3,637,700 ------------ COMMERCIAL SERVICES & SUPPLIES - 6.4% Aggreko plc (United Kingdom) 450,000 1,496,236 BWT AG (Austria) 27,000 907,409 Quebecor World, Inc. (Canada) 172,000 3,381,520 Tomra Systems ASA (Norway) 1,175,000 4,855,446 ------------ 10,640,611 ------------ CONSTRUCTION & ENGINEERING - 2.6% Koninklijke Boskalis Westminster N.V. (Netherlands) 108,327 4,229,474 ------------ ELECTRICAL EQUIPMENT - 1.4% Gamesa Corporacion Tecnologica S.A. (Spain) 167,000 2,266,429 ------------ TOTAL INDUSTRIALS 20,774,214 ------------ INFORMATION TECHNOLOGY - 8.5% COMMUNICATIONS EQUIPMENT - 2.2% Nokia Oyj - ADR (Finland) 223,000 3,710,720 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 2.1% Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan) 381,150 3,476,088 ------------ SOFTWARE - 4.2% Amdocs Ltd.* (Guernsey) 126,000 3,330,180 Business Objects S.A. - ADR* (France) 134,425 3,535,377 ------------ 6,865,557 ------------ TOTAL INFORMATION TECHNOLOGY 14,052,365 ------------ MATERIALS - 7.0% CHEMICALS - 4.0% Lonza Group AG (Switzerland) 120,000 6,643,777 ------------ The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) SHARES/ VALUE PRINCIPAL AMOUNT (NOTE 2) ----------------- ------------- MATERIALS (continued) PAPER & FOREST PRODUCTS - 3.0% Aracruz Celulose S.A. - ADR (Brazil) 49,000 $ 1,702,750 Sappi Ltd. - ADR (South Africa) 296,700 3,210,294 ------------- 4,913,044 ------------- TOTAL MATERIALS 11,556,821 ------------- TELECOMMUNICATION SERVICES - 2.4% WIRELESS TELECOMMUNICATION SERVICES - 2.4% Vodafone Group plc - ADR (United Kingdom) 163,000 3,964,160 ------------- TOTAL COMMON STOCKS (Identified Cost $121,288,973) 148,306,147 ------------- SHORT-TERM INVESTMENTS - 12.6% Dreyfus Treasury Cash Management - Institutional Shares 7,831,330 7,831,330 Fannie Mae Discount Note, 8/5/2005 $ 7,000,000 6,979,175 Federal Home Loan Bank Discount Note, 7/11/2005 4,000,000 3,996,689 U.S. Treasury Bill, 8/11/2005 2,000,000 1,993,292 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $20,800,486) 20,800,486 ------------- TOTAL INVESTMENTS - 102.4% (Identified Cost $142,089,459) 169,106,633 LIABILITIES, LESS OTHER ASSETS - (2.4%) (3,989,726) ------------- NET ASSETS - 100% $165,116,907 ============= *Non-income producing security ADR - American Depository Receipt The Series' portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 18.6%; France - 14.2%; Switzerland - 11.8%. The accompanying notes are an integral part of the financial statements. 5 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $142,089,459) (Note 2) $169,106,633 Cash 850,000 Foreign currency, at value (cost $26,823) 26,823 Receivable for fund shares sold 311,545 Dividends receivable 308,111 Foreign tax reclaims receivable 118,218 ------------ TOTAL ASSETS 170,721,330 ------------ LIABILITIES: Accrued management fees (Note 3) 130,620 Accrued fund accounting and transfer agent fees (Note 3) 20,386 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Payable for securities purchased 5,395,031 Payable for fund shares repurchased 34,858 Audit fees payable 18,818 Other payables and accrued expenses 3,648 ------------ TOTAL LIABILITIES 5,604,423 ------------ TOTAL NET ASSETS $165,116,907 ============ NET ASSETS CONSIST OF: Capital stock $ 197,240 Additional paid-in-capital 127,094,743 Undistributed net investment income 2,074,983 Accumulated net realized gain on investments, foreign currency, and other assets and liabilities 8,739,014 Net unrealized appreciation on investments, foreign currency, and other assets and liabilities 27,010,927 ------------ TOTAL NET ASSETS $165,116,907 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($165,116,907/19,723,993 shares) $ 8.37 ============ The accompanying notes are an integral part of the financial statements. 6 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Dividends (net of foreign tax withheld, $275,302) $ 2,435,844 Interest 88,879 ------------ Total Investment Income 2,524,723 ------------ EXPENSES: Management fees (Note 3) 769,037 Fund accounting and transfer agent fees (Note 3) 104,399 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 23,801 Miscellaneous 38,303 ------------ Total Expenses 941,987 ------------ NET INVESTMENT INCOME 1,582,736 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on - Investments 5,507,403 Foreign currency and other assets and liabilities (20,681) ------------ 5,486,722 ------------ Net change in unrealized appreciation on - Investments (6,752,222) Foreign currency and other assets and liabilities (12,424) ------------ (6,764,646) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (1,277,924) ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 304,812 ============ The accompanying notes are an integral part of the financial statements. 7 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment income $ 1,582,736 $ 1,013,053 Net realized gain on investments 5,486,722 15,138,378 Net change in unrealized appreciation on investments (6,764,646) 15,968,837 -------------- ------------- Net increase from operations 304,812 32,120,268 -------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 8): From net investment income - (1,129,987) From net realized gain on investments - (3,309,862) -------------- ------------- Total distributions to shareholders - (4,439,849) -------------- ------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 3,917,487 13,368,907 -------------- ------------- Net increase in net assets 4,222,299 41,049,326 NET ASSETS: Beginning of period 160,894,608 119,845,282 -------------- ------------- END OF PERIOD (including undistributed net investment income of $2,074,983 and $492,247, respectively) $ 165,116,907 $160,894,608 ============== ============= The accompanying notes are an integral part of the financial statements. 8 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 8.33 $ 6.84 $ 5.28 $ 5.98 $ 6.18 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.08 0.05 0.06 0.06 0.06 Net realized and unrealized gain (loss) on investments (0.04) 1.68 1.56 (0.71) (0.09) -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.04 1.73 1.62 (0.65) (0.03) -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income - (0.06) (0.06) - (0.17) From net realized gain on investments - (0.18) --2 (0.05) - -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders - (0.24) (0.06) (0.05) (0.17) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 8.37 $ 8.33 $ 6.84 $ 5.28 $ 5.98 ============== ===================== ========== ========== ========== Total return1 0.48% 25.42% 30.80% (10.78%) (0.30%) RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 1.22%3 1.26% 1.27%* 1.30% 1.21% Net investment income 2.06%3 0.75% 1.25% 1.10% 0.95% Portfolio turnover 15% 42% 31% 41% 42% NET ASSETS - END OF PERIOD (000's omitted) $ 165,117 $ 160,895 $ 119,845 $ 78,772 $ 83,196 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 9.30 ---------- Income (loss) from investment operations: Net investment income 0.42 Net realized and unrealized gain (loss) on investments 0.27 ---------- Total from investment operations 0.69 ---------- Less distributions to shareholders: From net investment income (0.99) From net realized gain on investments (2.82) ---------- Total distributions to shareholders (3.81) ---------- NET ASSET VALUE - END OF PERIOD $ 6.18 ========== Total return1 7.96% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 1.19% Net investment income 1.61% Portfolio turnover 52% NET ASSETS - END OF PERIOD (000's omitted) $ 83,843 ========== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) for the year ended 12/31/03 would have been increased by 0.01%. 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the year ended 12/31/03. Periods less than one year are not annualized. 2Less than $0.01 per share. 3Annualized. The accompanying notes are an integral part of the financial statements. 9 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION World Opportunities Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide long-term growth by investing principally in the common stocks of companies located around the world. The Series is authorized to issue five classes of shares (Class A, B, C, D and E). Currently, only Class A shares have been issued. Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 37.5 million have been designated as World Opportunities Series Class A common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Portfolio securities, including domestic equities, foreign equities, exchange-traded funds and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund's pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds as noted above. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income and 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 Directors, taking into consideration, among other things, the nature and type of expense. 10 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES (continued) The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration services. The salaries of all officers of the Fund (except a percentage of the Fund's Chief Compliance Officer's salary, which is paid for by the Fund, and the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 11 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 1.27% of average daily net assets each year. For the six months ended June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $21,418,447 and $24,491,747, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in Class A shares of World Opportunities Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- -------------------------- Shares Amount Shares Amount ------------------- ---------------- ----------- ------------- Sold 2,520,999 $ 20,963,235 3,334,982 $ 24,736,131 Reinvested - - 544,382 4,361,918 Repurchased (2,105,882) (17,045,748) (2,088,851) (15,729,142) ------------------- ---------------- ----------- ------------- Total 415,117 $ 3,917,487 1,790,513 $ 13,368,907 =================== ================ =========== ============= Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 12 <page> Notes to Financial Statements (unaudited) 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. The tax character of distributions paid for the year ended December 31, 2004 were as follows: Ordinary income $1,129,987 Long-term capital gains 3,309,862 At June 30, 2005, 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 $142,089,459 Unrealized appreciation $ 27,535,223 Unrealized depreciation (518,049) ------------- Net unrealized appreciation $ 27,017,174 ============= 13 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 14 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 International Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction cost were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 996.80 $ 6.19 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.60 $ 6.26 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 1.25%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> COUNTRY ALLOCATION* France 13.4% Germany 34.5% Italy 11.4% Japan 7.4% Malaysia 1.3% Mexico 3.3% Netherlands 4.3% Philippines 3.2% Portugal 6.0% United Kingdom 10.2% Cash, short-term investments, and other assets, less liabilities 5.0% *As a percentage of net assets. <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 15.1% Consumer Staples 12.6% Energy 6.7% Financials 26.1% Health Care 4.0% Industrials 9.0% Information Technology 4.5% Materials 5.5% Telecommunication Services 6.5% Utilities 5.0% Cash, short-term investments, and other assets, less liabilities 5.0% *As a percentage of net assets. 2 <page> INVESTMENT PORTFOLIO - JUNE 30, 2005 (UNAUDITED) VALUE SHARES (NOTE 2) ------- ------------ COMMON STOCKS - 95.0% CONSUMER DISCRETIONARY - 15.1% AUTO COMPONENTS - 0.3% Michelin (CGDE) - B (France) 8,413 $ 512,826 ------------ AUTOMOBILES - 1.1% Bayerische Motoren Werke AG (BMW) (Germany) 38,200 1,750,448 ------------ HOUSEHOLD DURABLES - 1.2% Corporacion GEO S.A. de C.V. - Series B* (Mexico) 770,000 1,949,013 ------------ LEISURE EQUIPMENT & PRODUCTS - 1.6% Sega Sammy Holdings, Inc. (Japan) 41,550 2,548,160 ------------ MEDIA - 7.0% Impresa S.A. (SGPS)* (Portugal) 264,000 1,674,770 Media Capital S.A. (SGPS)* (Portugal) 300,000 2,444,310 PT Multimedia S.A. (SGPS) (Portugal) 128,000 1,346,634 Reed Elsevier plc - ADR (United Kingdom) 33,600 1,300,992 VNU N.V. (Netherlands) 78,000 2,178,523 Wolters Kluwer N.V. (Netherlands) 128,000 2,451,525 ------------ 11,396,754 ------------ MULTILINE RETAIL - 0.6% Don Quijote Co. Ltd. (Japan) 18,600 1,013,203 ------------ SPECIALTY RETAIL - 1.7% Douglas Holding AG (Germany) 45,900 1,664,292 KOMERI Co. Ltd. (Japan) 40,000 1,078,644 ------------ 2,742,936 ------------ TEXTILES, APPAREL & LUXURY GOODS - 1.6% LVMH S.A. (Louis Vuitton Moet Hennessy) (France) 32,320 2,500,300 ------------ TOTAL CONSUMER DISCRETIONARY 24,413,640 ------------ CONSUMER STAPLES - 12.6% BEVERAGES - 2.1% Diageo plc (United Kingdom) 76,000 1,121,133 Grupo Modelo S.A. de C.V. - Series C (Mexico) 384,000 1,201,117 Scottish & Newcastle plc (United Kingdom) 135,000 1,122,177 ------------ 3,444,427 ------------ FOOD & STAPLES RETAILING - 3.2% Carrefour S.A. (France) 38,832 1,885,185 Metro AG (Germany) 41,700 2,069,350 Tesco plc (United Kingdom) 220,000 1,256,946 ------------ 5,211,481 ------------ The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ CONSUMER STAPLES (continued) FOOD PRODUCTS - 3.9% Cadbury Schweppes plc (United Kingdom) 120,000 $ 1,146,442 Groupe Danone (France) 15,976 1,406,120 Suedzucker AG (Germany) 72,400 1,459,395 Unilever plc - ADR (United Kingdom) 60,000 2,331,000 ------------ 6,342,957 ------------ HOUSEHOLD PRODUCTS - 2.1% Kao Corp. (Japan) 47,000 1,108,451 Kimberly-Clark de Mexico S.A. de C.V. - ADR (Mexico) 61,875 1,058,669 Reckitt Benckiser plc (United Kingdom) 38,500 1,135,195 ------------ 3,302,315 ------------ PERSONAL PRODUCTS - 1.3% Clarins S.A. (France) 30,666 2,060,488 ------------ TOTAL CONSUMER STAPLES 20,361,668 ------------ ENERGY - 6.7% OIL, GAS & CONSUMABLE FUELS - 6.7% BP plc (United Kingdom) 114,000 1,187,202 Eni S.p.A. (Italy) 219,554 5,664,281 Shell Transport & Trading Co. plc (United Kingdom) 145,000 1,410,625 Total S.A. (France) 11,290 2,655,747 ------------ TOTAL ENERGY 10,917,855 ------------ FINANCIALS - 26.1% CAPITAL MARKETS - 3.1% Deutsche Bank AG (Germany) 64,800 5,074,170 ------------ COMMERCIAL BANKS - 14.0% Banca Intesa S.p.A. (Italy) 509,327 2,333,902 Banca Monte dei Paschi di Siena S.p.A. (Italy) 181,000 639,307 Banco BPI S.A. (Portugal) 383,000 1,460,593 Banco Espirito Santo S.A. (BES) (Portugal) 68,000 1,061,162 Bayerische Hypo-und Vereinsbank AG (HVB Group)* (Germany) 179,300 4,667,010 BNP Paribas S.A. (France) 26,000 1,784,746 Commerzbank AG (Germany) 169,000 3,684,855 Hong Leong Bank Berhad (Malaysia) 560,000 766,417 Metropolitan Bank & Trust Co. (Philippines) 3,582,150 1,858,360 SanPaolo IMI S.p.A. (Italy) 51,300 705,530 Societe Generale (France) 11,312 1,152,427 UniCredito Italiano S.p.A. (Italy) 489,000 2,585,602 ------------ 22,699,911 ------------ CONSUMER FINANCE - 0.7% Takefuji Corp. (Japan) 16,050 1,085,633 ------------ The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ---------- ------------ FINANCIALS (continued) DIVERSIFIED FINANCIAL SERVICES - 1.4% ING Groep N.V. (Netherlands) 80,000 $ 2,263,438 ------------ INSURANCE - 5.9% Allianz AG (Germany) 19,620 2,261,288 Assicurazioni Generali S.p.A. (Italy) 85,804 2,680,077 Axa (France) 110,292 2,759,971 Muenchener Rueckver AG (Germany) 17,200 1,834,528 ------------ 9,535,864 ------------ REAL ESTATE - 1.0% SM Prime Holdings, Inc. (Philippines) 12,655,000 1,697,898 ------------ TOTAL FINANCIALS 42,356,914 ------------ HEALTH CARE - 4.0% PHARMACEUTICALS - 4.0% AstraZeneca plc (United Kingdom) 22,300 923,737 GlaxoSmithKline plc (United Kingdom) 48,000 1,162,359 Sanofi-Aventis (France) 21,083 1,733,094 Shire Pharmaceuticals Group plc (United Kingdom) 115,000 1,261,516 Takeda Pharmaceutical Co. Ltd. (Japan) 28,000 1,388,889 ------------ TOTAL HEALTH CARE 6,469,595 ------------ INDUSTRIALS - 9.0% AIRLINES - 1.2% Deutsche Lufthansa AG* (Germany) 164,800 2,027,080 ------------ CONSTRUCTION & ENGINEERING - 1.0% Hochtief AG (Germany) 44,500 1,554,268 ------------ INDUSTRIAL CONGLOMERATES - 4.2% Pirelli & C. S.p.A. (Italy) 213,333 222,631 Siemens AG (Germany) 66,525 4,864,540 Sonae S.A. (SGPS) (Portugal) 1,200,000 1,656,174 ------------ 6,743,345 ------------ MACHINERY - 2.6% FANUC Ltd. (Japan) 15,500 985,525 MAN AG (Germany) 79,000 3,289,116 ------------ 4,274,641 ------------ TOTAL INDUSTRIALS 14,599,334 ------------ INFORMATION TECHNOLOGY - 4.5% ELECTRONIC EQUIPMENT & INSTRUMENTS - 1.1% KEYENCE Corp. (Japan) 4,500 1,008,929 Mabuchi Motor Co. Ltd. (Japan) 12,800 737,662 ------------ 1,746,591 ------------ The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) ------- ------------- INFORMATION TECHNOLOGY (continued) OFFICE ELECTRONICS - 0.7% Canon, Inc. (Japan) 20,000 $ 1,053,391 ------------- SOFTWARE - 2.7% SAP AG (Germany) 25,350 4,428,577 ------------- TOTAL INFORMATION TECHNOLOGY 7,228,559 ------------- MATERIALS - 5.5% CHEMICALS - 5.1% Air Liquide S.A. (France) 12,258 2,090,983 Bayer AG (Germany) 107,350 3,589,597 Degussa AG (Germany) 38,200 1,564,535 Lanxess* (Germany) 43,875 979,485 ------------- 8,224,600 ------------- CONSTRUCTION MATERIALS - 0.4% Italcementi S.p.A. (Italy) 43,264 676,196 ------------- TOTAL MATERIALS 8,900,796 ------------- TELECOMMUNICATION SERVICES - 6.5% DIVERSIFIED TELECOMMUNICATION SERVICES - 5.2% Deutsche Telekom AG (Germany) 186,200 3,448,983 Philippine Long Distance Telephone Co. (Philippines) 28,300 820,143 Telecom Italia S.p.A. (Italy) 971,924 3,035,792 Telefonos de Mexico S.A. de C.V. (Telmex) - ADR (Mexico) 61,000 1,152,290 ------------- 8,457,208 ------------- WIRELESS TELECOMMUNICATION SERVICES - 1.3% Globe Telecom, Inc. (Philippines) 56,200 804,293 Maxis Communications Berhad (Malaysia) 500,000 1,276,484 ------------- 2,080,777 ------------- TOTAL TELECOMMUNICATION SERVICES 10,537,985 ------------- UTILITIES - 5.0% ELECTRIC UTILITIES - 3.5% E.ON AG (Germany) 63,837 5,694,322 ------------- MULTI-UTILITIES - 1.5% National Grid Transco plc (United Kingdom) 127,000 1,231,529 Suez S.A. (France) 43,340 1,176,896 ------------- 2,408,425 ------------- TOTAL UTILITIES 8,102,747 ------------- TOTAL COMMON STOCKS (Identified Cost $109,895,050) 153,889,093 ------------- The accompanying notes are an integral part of the financial statements. 6 <page> Investment Portfolio - June 30, 2005 (unaudited) SHARES/ VALUE PRINCIPAL AMOUNT (NOTE 2) ----------------- ------------- SHORT-TERM INVESTMENTS - 4.5% Dreyfus Treasury Cash Management - Institutional Shares 2,341,703 $ 2,341,703 Fannie Mae Discount Note, 8/5/2005 $ 5,000,000 4,985,125 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $7,326,828) 7,326,828 ------------- TOTAL INVESTMENTS - 99.5% (Identified Cost $117,221,878) 161,215,921 OTHER ASSETS, LESS LIABILITIES - 0.5% 824,555 ------------- NET ASSETS - 100% $162,040,476 ============= *Non-income producing security ADR - American Depository Receipt The Series' portfolio holds, as a percentage of net assets, greater than 10% in the following countries: Germany - 34.5%; France - 13.4%; Italy - 11.4%; United Kingdom - 10.2%. The accompanying notes are an integral part of the financial statements. 7 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $117,221,878) (Note 2) $161,215,921 Foreign currency, at value (cost $43,325) 43,324 Cash 10,731 Receivable for securities sold 765,972 Receivable for fund shares sold 255,136 Dividends receivable 144,477 Foreign tax reclaims receivable 110,388 ------------ TOTAL ASSETS 162,545,949 ------------ LIABILITIES: Accrued management fees (Note 3) 132,910 Accrued fund accounting and transfer agent fees (Note 3) 22,276 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Payable for fund shares repurchased 323,280 Audit fees payable 19,280 Other payables and accrued expenses 6,665 ------------ TOTAL LIABILITIES 505,473 ------------ TOTAL NET ASSETS $162,040,476 ============ NET ASSETS CONSIST OF: Capital stock $ 170,797 Additional paid-in-capital 106,321,840 Undistributed net investment income 2,080,587 Accumulated net realized gain on investments, foreign currency, and other assets and liabilities 9,480,476 Net unrealized appreciation on investments, foreign currency, and other assets and liabilities 43,986,776 ------------ TOTAL NET ASSETS $162,040,476 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($162,040,476/17,079,744 shares) $ 9.49 ============ The accompanying notes are an integral part of the financial statements. 8 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Dividends (net of foreign tax withheld, $461,897) $ 2,866,848 Interest 102,880 ------------- Total Investment Income 2,969,728 ------------- EXPENSES: Management fees (Note 3) 790,134 Fund accounting and transfer agent fees (Note 3) 105,580 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 52,682 Miscellaneous 35,562 ------------- Total Expenses 990,405 ------------- NET INVESTMENT INCOME 1,979,323 ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on - Investments 9,688,862 Foreign currency and other assets and liabilities (20,434) ------------- 9,668,428 ------------- Net change in unrealized appreciation on - Investments (12,471,740) Foreign currency and other assets and liabilities (13,661) ------------- (12,485,401) ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (2,816,973) ------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (837,650) ============= The accompanying notes are an integral part of the financial statements. 9 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment income $ 1,979,323 $ 1,223,724 Net realized gain on investments 9,668,428 8,965,946 Net change in unrealized appreciation on investments (12,485,401) 14,295,027 -------------- ------------- Net increase (decrease) from operations (837,650) 24,484,697 -------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 8): From net investment income - (1,267,156) From net realized gain on investments - (11,878,815) -------------- ------------- Total distributions to shareholders - (13,145,971) -------------- ------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase (decrease) from capital share transactions (Note 5) (3,038,560) 25,099,237 -------------- ------------- Net increase (decrease) in net assets (3,876,210) 36,437,963 NET ASSETS: Beginning of period 165,916,686 129,478,723 -------------- ------------- END OF PERIOD (including undistributed net investment income of $2,080,587 and $101,264, respectively) $ 162,040,476 $165,916,686 ============== ============= The accompanying notes are an integral part of the financial statements. 10 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/2005 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 9.52 $ 8.83 $ 6.67 $ 7.89 $ 10.40 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.12 0.08 0.07 0.07 0.05 Net realized and unrealized gain (loss) on investments (0.15) 1.44 2.72 (1.20) (2.18) -------------- --------------------- ---------- ---------- ---------- Total from investment operations (0.03) 1.52 2.79 (1.13) (2.13) -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income - (0.08) (0.06) (0.07) (0.05) From net realized gain on investments - (0.75) (0.57) (0.02) (0.33) -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders - (0.83) (0.63) (0.09) (0.38) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 9.49 $ 9.52 $ 8.83 $ 6.67 $ 7.89 ============== ===================== ========== ========== ========== Total return1 (0.32%) 17.67% 42.10% (14.30%) (20.48%) RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 1.25%2 1.29% 1.30%* 1.32% 1.28% Net investment income 2.51%2 0.86% 0.94% 0.96% 0.54% Portfolio turnover 16% 19% 46% 5% 6% NET ASSETS - END OF PERIOD (000's omitted) $ 162,040 $ 165,917 $ 129,479 $ 80,945 $ 84,124 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 17.43 ---------- Income (loss) from investment operations: Net investment income 0.04 Net realized and unrealized gain (loss) on investments (0.83) ---------- Total from investment operations (0.79) ---------- Less distributions to shareholders: From net investment income (0.03) From net realized gain on investments (6.21) ---------- Total distributions to shareholders (6.24) ---------- NET ASSET VALUE - END OF PERIOD $ 10.40 ========== Total return1 (3.03%) RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 1.19% Net investment income 0.28% Portfolio turnover 3% NET ASSETS - END OF PERIOD (000's omitted) $ 119,132 ========== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) for the year ended 12/31/03 would have been increased by 0.02%. 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the year ended 12/31/03. Periods less than one year are not annualized. 2Annualized. The accompanying notes are an integral part of the financial statements. 11 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION International Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide long-term growth by investing principally in the common stocks of companies located outside the United States. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series resumed offering shares directly to investors on May 18, 2004, as it had done previously from time to time. The total authorized capital stock of the Fund consists of 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as International Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Portfolio securities, including domestic equities, foreign equities, exchange-traded funds and options, listed on an exchange other than the NASDAQ National Market System are valued at the latest quoted sales price of the exchange on which the security is primarily traded. Securities not traded on valuation date or securities not listed on an exchange are valued at the latest quoted bid price provided by the Fund's pricing service. Securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account. Fair value is determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date, with the exception of exchange-traded funds as noted above. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Interest income and 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 Directors, 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 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 1.00% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 13 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) Directors also receive a per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 1.30% of average daily net assets each year. For the six months ended June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $24,108,716 and $25,374,427, respectively. The Series held shares of iShares MSCI Malaysia Index Fund and iShares MSCI Singapore Index Fund in 2003 and 2004; such investments were not consistent with the investment restrictions of the Series. The securities were subsequently sold at a gain of $541,572 during 2004. For 2004, 0.37% of the Series' total return consisted of the realized gain on these investments. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of International Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ------------------- ---------------- ----------- ------------- Sold 1,257,286 $ 11,977,704 2,658,744 $ 24,222,900 Reinvested - - 1,409,860 12,949,803 Repurchased (1,601,420) (15,016,264) (1,309,069) (12,073,466) ------------------- ---------------- ----------- ------------- Total (344,134) $ (3,038,560) 2,759,535 $ 25,099,237 =================== ================ =========== ============= Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 14 <page> Notes to Financial Statements (unaudited) 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. The tax character of distributions paid for the year ended December 31, 2004 were as follows: Ordinary income $4,558,474 Long-term capital gains 8,587,497 For the year ended December 31, 2004, the Series elected to defer $40,062 of capital losses attributable to Post-October losses. At June 30, 2005, 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 $117,320,315 Unrealized appreciation $ 45,635,657 Unrealized depreciation (1,740,051) ------------ Net unrealized appreciation $ 43,895,606 ============ 15 <page> [This page intentionally left blank] 16 <page> [This page intentionally left blank] 17 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 18 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Core Bond Series <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 21, 2005 (commencement of operations) to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 4/21/05 6/30/05 4/21/05-6/30/05 -------------- -------------- ---------------- Actual $ 1,000.00 $ 1,013.00 $ 1.57 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,008.17 $ 1.56 *Expenses are equal to the Series' annualized expense ratio (for the period April 21, 2005 (commencement of operations) to June 30, 2005) of 0.80%, multiplied by the average account value over the period, multiplied by 71/365 (to reflect the period from April 21, 2005 (commencement of operations) to June 30, 2005). Expenses are based on the most recent fiscal period. The Series' total return would have been lower had certain expenses not been waived during the period. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 6.6% Consumer Staples 1.2% Energy 2.9% Financials 9.2% Health Care 1.3% Industrials 6.7% Information Technology 0.9% Materials 0.9% Telecommunication Services 3.3% Utilities 3.0% U.S. Government Agencies 56.0% Cash, short-term investments, and liabilities, less other assets 8.0% *As a percentage of net assets. <graphic> <pie chart> CREDIT QUALITY RATINGS1,2 Aaa 5.5% Aa 17.6% A 35.3% Baa 41.6% 1As a percentage of total corporate bonds. 2Based on ratings from Moody's. The Series may use different ratings provided by other rating agencies for purposed of determining compliance with the Series' investment policies. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- CORPORATE BONDS - 36.0% CONSUMER DISCRETIONARY - 6.6% MEDIA - 3.0% AOL Time Warner (now known as Time Warner, Inc.), 6.75%, 4/15/2011 Baa1 $ 325,000 $ 360,160 Comcast Cable Communications, Inc., 6.75%, 1/30/2011 Baa2 280,000 308,911 The Walt Disney Co., 6.375%, 3/1/2012 Baa1 140,000 154,824 ----------- 823,895 ----------- MULTILINE RETAIL - 1.7% Target Corp., 5.875%, 3/1/2012 A2 415,000 450,607 ----------- SPECIALTY RETAIL - 1.9% The Gap, Inc.2, 9.55%, 12/15/2008 Baa3 175,000 201,779 Lowe's Companies, Inc., 8.25%, 6/1/2010 A2 270,000 317,438 ----------- 519,217 ----------- TOTAL CONSUMER DISCRETIONARY 1,793,719 ----------- CONSUMER STAPLES - 1.2% FOOD & STAPLES RETAILING - 0.3% The Kroger Co., 7.25%, 6/1/2009 Baa2 90,000 98,740 ----------- FOOD PRODUCTS - 0.4% General Mills, Inc., 6.00%, 2/15/2012 Baa2 95,000 103,281 ----------- HOUSEHOLD PRODUCTS - 0.5% The Procter & Gamble Co., 4.85%, 12/15/2015 Aa3 125,000 128,514 ----------- TOTAL CONSUMER STAPLES 330,535 ----------- ENERGY - 2.9% ENERGY EQUIPMENT & SERVICES - 1.9% Transocean Sedco (now known as Transocean, Inc.), 6.625%, 4/15/2011 (Cayman Islands) (Note 7) Baa2 460,000 516,663 ----------- OIL, GAS & CONSUMABLE FUELS - 1.0% Anadarko Finance Co., 6.75%, 5/1/2011 (Canada) (Note 7) Baa1 230,000 255,555 ----------- TOTAL ENERGY 772,218 ----------- FINANCIALS - 9.2% CAPITAL MARKETS - 2.1% The Goldman Sachs Group, Inc., 6.875%, 1/15/2011 Aa3 170,000 189,555 Lehman Brothers Holdings, Inc., 6.625%, 1/18/2012 A1 170,000 189,870 Merrill Lynch & Co., Inc., 6.00%, 2/17/2009 Aa3 180,000 189,884 ----------- 569,309 ----------- COMMERCIAL BANKS - 6.4% Bank of America Corp., 7.40%, 1/15/2011 Aa3 440,000 503,571 PNC Funding Corp., 7.50%, 11/1/2009 A3 180,000 201,943 The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- FINANCIALS (continued) COMMERCIAL BANKS (continued) U.S. Bank National Association, 6.375%, 8/1/2011 Aa2 $ 465,000 $ 513,031 Wachovia Corp., 5.25%, 8/1/2014 A1 495,000 516,724 ----------- 1,735,269 ----------- DIVERSIFIED FINANCIAL SERVICES - 0.7% Citigroup, Inc., 5.00%, 9/15/2014 Aa2 190,000 194,360 ----------- TOTAL FINANCIALS 2,498,938 ----------- HEALTH CARE - 1.3% PHARMACEUTICALS - 1.3% Abbott Laboratories, 3.50%, 2/17/2009 A1 195,000 191,130 Schering-Plough Corp.2, 5.55%, 12/1/2013 Baa1 145,000 153,736 ----------- TOTAL HEALTH CARE 344,866 ----------- INDUSTRIALS - 6.7% AEROSPACE & DEFENSE - 1.6% Boeing Capital Corp., 6.50%, 2/15/2012 A3 230,000 257,277 Honeywell International, Inc., 7.50%, 3/1/2010 A2 170,000 193,705 ----------- 450,982 ----------- AIR FREIGHT & LOGISTICS - 0.7% FedEx Corp., 3.50%, 4/1/2009 Baa2 195,000 190,053 ----------- AIRLINES - 0.5% Southwest Airlines Co., 5.25%, 10/1/2014 Baa1 130,000 130,745 ----------- INDUSTRIAL CONGLOMERATES - 2.0% General Electric Capital Corp., 6.75%, 3/15/2032 Aaa 435,000 536,785 ----------- MACHINERY - 0.7% John Deere Capital Corp., 7.00%, 3/15/2012 A3 165,000 189,303 ----------- ROAD & RAIL - 1.2% CSX Corp., 6.75%, 3/15/2011 Baa2 175,000 193,194 Union Pacific Corp., 6.65%, 1/15/2011 Baa2 115,000 127,936 ----------- 321,130 ----------- TOTAL INDUSTRIALS 1,818,998 ----------- INFORMATION TECHNOLOGY - 0.9% IT SERVICES - 0.9% First Data Corp., 3.90%, 10/1/2009 A1 260,000 255,965 ----------- MATERIALS - 0.9% METALS & MINING - 0.9% Alcoa, Inc., 7.375%, 8/1/2010 A2 225,000 255,947 ----------- The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- TELECOMMUNICATION SERVICES - 3.3% DIVERSIFIED TELECOMMUNICATION SERVICES - 3.3% AT&T Wireless (now known as New Cingular Wireless Services, Inc.), 7.875%, 3/1/2011 Baa2 $ 385,000 $ 447,434 Verizon Wireless Capital LLC, 5.375%, 12/15/2006 A3 430,000 438,222 ----------- TOTAL TELECOMMUNICATION SERVICES 885,656 ----------- UTILITIES - 3.0% ELECTRIC UTILITIES - 1.6% American Electric Power Co., Inc., 5.375%, 3/15/2010 Baa3 250,000 259,442 TXU Energy Co., 7.00%, 3/15/2013 Baa2 170,000 189,589 ----------- 449,031 ----------- MULTI-UTILITIES - 1.4% Duke Energy Field Services Corp., 7.875%, 8/16/2010 Baa2 165,000 189,417 Sempra Energy, 7.95%, 3/1/2010 Baa1 165,000 187,369 ----------- 376,786 ----------- TOTAL UTILITIES 825,817 ----------- TOTAL CORPORATE BONDS (Identified Cost $9,680,944) 9,782,659 ----------- U.S. GOVERNMENT AGENCIES - 56.0% Fannie Mae, Pool #795855, 5.50%, 9/1/2019 493,100 506,511 Fannie Mae, Pool #786281, 6.50%, 7/1/2034 729,393 755,109 Fannie Mae, Pool #815409, 4.50%, 2/1/2035 259,692 254,113 Fannie Mae, TBA3, 4.50%, 7/1/2020 835,000 831,086 Fannie Mae, TBA3, 5.00%, 7/15/2020 705,000 712,711 Fannie Mae, TBA3, 5.00%, 7/1/2035 1,485,000 1,485,000 Fannie Mae, TBA3, 6.00%, 7/1/2035 1,010,000 1,035,250 Fannie Mae, TBA3, 5.50%, 8/1/2035 2,270,000 2,296,956 Federal Home Loan Mortgage Corp., Pool #M90974, 4.50%, 3/1/2010 105,812 106,334 Federal Home Loan Mortgage Corp., Pool #B16835, 5.50%, 10/1/2019 443,166 455,117 Federal Home Loan Mortgage Corp., Pool #A27705, 6.50%, 10/1/2034 289,715 299,984 Federal Home Loan Mortgage Corp., Pool #G01782, 6.50%, 2/1/2035 144,245 149,400 Federal Home Loan Mortgage Corp., TBA3, 4.50%, 7/1/2020 895,000 890,804 Federal Home Loan Mortgage Corp., TBA3, 5.00%, 8/15/2020 580,000 585,619 Federal Home Loan Mortgage Corp., TBA3, 5.50%, 7/1/2035 1,340,000 1,358,425 Federal Home Loan Mortgage Corp., TBA3, 6.00%, 7/1/2035 505,000 517,783 The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) PRINCIPAL AMOUNT/ VALUE SHARES (NOTE 2) ---------- ------------- U.S. GOVERNMENT AGENCIES (continued) Federal Home Loan Mortgage Corp., TBA3, 5.00%, 8/1/2035 $1,040,000 $ 1,037,724 GNMA, Pool #487193, 5.00%, 4/15/2020 124,507 126,781 GNMA, Pool #563559, 6.50%, 4/15/2032 119,677 125,122 GNMA, Pool #631703, 6.50%, 9/15/2034 295,458 308,811 GNMA, TBA3, 5.50%, 7/15/2035 635,000 648,296 GNMA, TBA3, 6.00%, 7/15/2035 380,000 391,875 GNMA, TBA3, 5.00%, 9/15/2035 324,000 325,418 ------------- TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $15,146,665) 15,204,229 ------------- SHORT-TERM INVESTMENTS - 51.8% Dreyfus Treasury Cash Management - Institutional Shares 702,105 702,105 Fannie Mae Discount Note, 8/1/2005 $1,500,000 1,495,983 Fannie Mae Discount Note, 8/11/2005 1,050,000 1,046,329 Federal Home Loan Bank Discount Note, 7/13/2005 2,930,000 2,927,080 Federal Home Loan Bank Discount Note, 7/18/2005 1,730,000 1,727,614 Federal Home Loan Bank Discount Note, 7/20/2005 1,041,000 1,039,335 Federal Home Loan Bank Discount Note, 8/10/2005 2,270,000 2,262,355 Freddie Mac Discount Note, 7/12/2005 1,485,000 1,483,018 Freddie Mac Discount Note, 9/20/2005 325,000 322,543 Freddie Mac Discount Note, 2/27/2006 1,100,000 1,073,785 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $14,082,150) 14,080,147 ------------- TOTAL INVESTMENTS - 143.8% (Identified Cost $38,909,759) 39,067,035 LIABILITIES, LESS OTHER ASSETS - (43.8%) (11,897,978) ------------- NET ASSETS - 100% $ 27,169,057 ============= 1Credit ratings from Moody's (unaudited). 2The coupon rate will increase with every ratings downgrade and decrease with every ratings upgrade. The coupon rate stated is the rate as of June 30, 2005. 3Security purchased on a forward commitment or when-issued basis. TBA - to be announced. The accompanying notes are an integral part of the financial statements. 6 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost, $38,909,759) (Note 2) $39,067,035 Interest receivable 208,096 Dividends receivable 2,462 ----------- TOTAL ASSETS 39,277,593 ----------- LIABILITIES: Accrued management fees (Note 3) 6,662 Accrued fund accounting and transfer agent fees (Note 3) 5,401 Accrued Chief Compliance Officer services fees (Note 3) 672 Payable for securities purchased 12,084,277 Audit fees payable 6,697 Accrued registration and filing fees 2,586 Other payables and accrued expenses 2,241 ----------- TOTAL LIABILITIES 12,108,536 ----------- TOTAL NET ASSETS $27,169,057 =========== NET ASSETS CONSIST OF: Capital stock $ 26,828 Additional paid-in-capital 26,815,506 Undistributed net investment income 122,747 Accumulated net realized gain on investments 46,700 Net unrealized appreciation on investments 157,276 ----------- TOTAL NET ASSETS $27,169,057 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($27,169,057/2,682,834 shares) $ 10.13 =========== The accompanying notes are an integral part of the financial statements. 7 <page> Statement of Operations (unaudited) For the Period April 21, 2005 (commencement of operations) to June 30, 2005 INVESTMENT INCOME: Interest $155,779 Dividends 5,960 --------- Total Investment Income 161,739 --------- EXPENSES: Management fees (Note 3) 29,248 Fund accounting and transfer agent fees (Note 3) 9,042 Directors' fees (Note 3) 1,491 Chief Compliance Officer services fees (Note 3) 1,016 Audit fees 6,697 Registration and filing fees 2,756 Custodian fees 2,736 Miscellaneous 1,399 --------- Total Expenses 54,385 Less reduction of expenses (Note 3) (15,393) --------- Net Expenses 38,992 --------- NET INVESTMENT INCOME 122,747 --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 46,700 Net change in unrealized appreciation on investments 157,276 --------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 203,976 --------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $326,723 ========= The accompanying notes are an integral part of the financial statements. 8 <page> Statement of Changes in Net Assets (unaudited) FOR THE PERIOD 4/21/05 (COMMENCEMENT OF OPERATIONS) TO 6/30/05 ----------------------- INCREASE IN NET ASSETS: OPERATIONS: Net investment income $ 122,747 Net realized gain on investments 46,700 Net change in unrealized appreciation on investments 157,276 ----------------------- Net increase from operations 326,723 ----------------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 26,842,334 ----------------------- Net increase in net assets 27,169,057 NET ASSETS: Beginning of period - ----------------------- END OF PERIOD (including undistributed net investment income of 122,747) $ 27,169,057 ======================= The accompanying notes are an integral part of the financial statements. 9 <page> Financial Highlights (unaudited) FOR THE PERIOD 4/21/05 1 TO 6/30/05 -------------------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.00 -------------------- Income from investment operations: Net investment income 0.05 Net realized and unrealized gain on investments 0.08 -------------------- Total from investment operations 0.13 -------------------- NET ASSET VALUE - END OF PERIOD $ 10.13 ==================== Total return2 1.30% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 0.80%3 Net investment income 2.52%3 Portfolio turnover 65% NET ASSETS - END OF PERIOD (000's omitted) $ 27,169 ==================== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased by 0.32%3. 1Commencement of operations. 2Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the period. Periods less than one year are not annualized. 3Annualized. The accompanying notes are an integral part of the financial statements. 10 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Core Bond Series (the "Series") is a no-load non-diversified series of Exeter 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 returns by investing primarily in corporate fixed income securities and pass-through securities. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 75 million have been designated as Core Bond Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Debt securities, including government bonds, sovereign bonds, corporate bonds and mortgage backed securities, will normally be valued on the basis of evaluated bid prices provided by the Fund's pricing service. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discounts, 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on 11 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) FOREIGN CURRENCY TRANSLATION (continued) securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. SECURITIES PURCHASED ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. 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. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income or excise tax to the extent that the Series distributes to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 12 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has contractually agreed, until at least April 30, 2006, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 0.80% of average daily net assets each year. Accordingly, the Advisor waived fees of $15,393 for the period April 21, 2005 (commencement of operations) to June 30, 2005, which is reflected as a reduction of expenses on the Statement of Operations. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the period April 21, 2005 (commencement of operations) to June 30, 2005, purchases and sales of securities, other than United States Government securities and short-term securities, were $9,700,064 and $0, respectively. Purchases and sales of United States Government securities, other than short-term securities, were $26,429,434 and $11,327,665, respectively. 13 <page> Notes to Financial Statements (unaudited) 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Core Bond Series were: FOR THE PERIOD 4/21/05 (COMMENCEMENT OF OPERATIONS) TO 6/30/05 -------------------------------------------------- Shares Amount ------------------------------------ ------------ Sold 2,724,027 $27,257,868 Repurchased (41,193 (415,534) ------------------------------------ ------------ Total 2,682,834 $26,842,334 ==================================== ============ Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. At June 30, 2005, 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 $38,909,759 Unrealized appreciation $ 166,738 Unrealized depreciation (9,462) ------------ Net unrealized appreciation $ 157,276 ============ 14 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 15 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Core Plus Bond Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 21, 2005 (commencement of operations) to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 4/21/05 6/30/05 4/21/05-6/30/05 -------------- -------------- ---------------- Actual $ 1,000.00 $ 1,014.00 $ 1.72 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,008.17 $ 1.72 *Expenses are equal to the Series' annualized expense ratio (for the period April 21, 2005 (commencement of operations) to June 30, 2005) of 0.88%, multiplied by the average account value over the period, multiplied by 71/365 (to reflect the period from April 21, 2005 (commencement of operations) to June 30, 2005). Expenses are based on the most recent fiscal period. The Series' total return would have been lower had certain expenses not been waived during the period. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> SECTOR ALLOCATION* Consumer Discretionary 10.7% Consumer Staples 1.5% Energy 2.9% Financials 9.7% Health Care 1.5% Industrials 6.9% Information Technology 1.5% Materials 1.0% Telecommunication Services 2.9% Utilities 3.2% U.S. Government Agencies 55.9% Cash, short-term investments, and liabilities, less other assets 2.3% *As a percentage of net assets. <graphic> <pie chart> CREDIT QUALITY RATINGS1,2 Aaa 4.9% Aa 15.7% A 30.2% Baa 39.2% Ba 8.9% B 1.1% 1As a percentage of total corporate bonds. 2Based on ratings from Moody's. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series' investment policies. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 VALUE (UNAUDITED) PRINCIPAL AMOUNT (NOTE 2) ----------- ----------------- ------------ CORPORATE BONDS - 41.8% CONSUMER DISCRETIONARY - 10.7% AUTOMOBILES - 2.9% General Motors Acceptance Corp., 6.125%, 9/15/2006 Baa2 $ 5,060,000 $ 5,063,623 ------------ MEDIA - 3.9% AOL Time Warner (now known as Time Warner, Inc.), 6.75%, 4/15/2011 Baa1 2,655,000 2,942,231 Comcast Cable Communications, Inc., 6.75%, 1/30/2011 Baa2 2,285,000 2,520,938 The Walt Disney Co., 6.375%, 3/1/2012 Baa1 1,150,000 1,271,765 ------------ 6,734,934 ------------ MULTILINE RETAIL - 2.2% JC Penney Co., Inc., 8.00%, 3/1/2010 Ba1 1,465,000 1,611,500 Target Corp., 5.875%, 3/1/2012 A2 1,945,000 2,111,881 ------------ 3,723,381 ------------ SPECIALTY RETAIL - 1.7% The Gap, Inc.2, 9.55%, 12/15/2008 Baa3 1,090,000 1,256,794 Lowe's Companies, Inc., 8.25%, 6/1/2010 A2 1,420,000 1,669,488 ------------ 2,926,282 ------------ TOTAL CONSUMER DISCRETIONARY 18,448,220 ------------ CONSUMER STAPLES - 1.5% BEVERAGES - 0.3% Diageo Finance BV, 3.875%, 4/1/2011 (Netherlands) (Note 7) A2 430,000 420,557 ------------ FOOD & STAPLES RETAILING - 0.5% The Kroger Co., 7.25%, 6/1/2009 Baa2 750,000 822,834 ------------ FOOD PRODUCTS - 0.2% General Mills, Inc., 6.00%, 2/15/2012 Baa2 418,559 ------------ HOUSEHOLD PRODUCTS - 0.5% The Procter & Gamble Co., 4.85%, 12/15/2015 Aa3 835,000 858,470 ------------ TOTAL CONSUMER STAPLES 2,520,420 ------------ ENERGY - 2.9% ENERGY EQUIPMENT & SERVICES - 1.9% Transocean Sedco (now known as Transocean, Inc.), 6.625%, 4/15/2011 (Cayman Islands) (Note 7) Baa2 3,010,000 3,380,775 ------------ OIL, GAS & CONSUMABLE FUELS - 1.0% Amerada Hess Corp., 6.65%, 8/15/2011 Ba1 1,560,000 1,716,657 ------------ TOTAL ENERGY 5,097,432 ------------ The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 VALUE (UNAUDITED) PRINCIPAL AMOUNT (NOTE 2) ----------- ----------------- ------------ FINANCIALS - 9.7% CAPITAL MARKETS - 2.2% The Goldman Sachs Group, Inc., 6.875%, 1/15/2011 Aa3 $ 1,125,000 $ 1,254,411 Lehman Brothers Holdings, Inc., 6.625%, 1/18/2012 A1 1,125,000 1,256,495 Merrill Lynch & Co., Inc., 6.00%, 2/17/2009 Aa3 1,180,000 1,244,797 ------------ 3,755,703 ------------ COMMERCIAL BANKS - 6.8% Bank of America Corp., 7.40%, 1/15/2011 Aa3 2,895,000 3,313,267 PNC Funding Corp., 7.50%, 11/1/2009 A3 1,490,000 1,671,639 U.S. Bank National Association, 6.375%, 8/1/2011 Aa2 3,045,000 3,359,527 Wachovia Corp., 5.25%, 8/1/2014 A1 3,250,000 3,392,633 ------------ 11,737,066 ------------ DIVERSIFIED FINANCIAL SERVICES - 0.7% Citigroup, Inc., 5.00%, 9/15/2014 Aa2 1,245,000 1,273,568 ------------ TOTAL FINANCIALS 16,766,337 ------------ HEALTH CARE - 1.5% PHARMACEUTICALS - 1.5% Abbott Laboratories, 3.50%, 2/17/2009 A1 1,270,000 1,244,797 Schering-Plough Corp.2, 5.55%, 12/1/2013 Baa1 1,205,000 1,277,603 ------------ TOTAL HEALTH CARE 2,522,400 ------------ INDUSTRIALS - 6.9% AEROSPACE & DEFENSE - 1.2% Boeing Capital Corp., 6.50%, 2/15/2012 A3 1,135,000 1,269,604 Honeywell International, Inc., 7.50%, 3/1/2010 A2 735,000 837,487 ------------ 2,107,091 ------------ AIR FREIGHT & LOGISTICS - 0.7% FedEx Corp., 3.50%, 4/1/2009 Baa2 1,275,000 1,242,651 ------------ AIRLINES - 0.5% Southwest Airlines Co., 5.25%, 10/1/2014 Baa1 845,000 849,844 ------------ INDUSTRIAL CONGLOMERATES - 2.6% General Electric Capital Corp., 6.75%, 3/15/2032 Aaa 2,845,000 3,510,696 Tyco International Group S.A., 6.375%, 10/15/2011 (Luxembourg) (Note 7) Baa3 775,000 851,186 ------------ 4,361,882 ------------ MACHINERY - 0.7% John Deere Capital Corp., 7.00%, 3/15/2012 A3 1,095,000 1,256,285 ------------ The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING1 VALUE (UNAUDITED) PRINCIPAL AMOUNT (NOTE 2) ----------- ----------------- ------------ INDUSTRIALS (continued) ROAD & RAIL - 1.2% CSX Corp., 6.75%, 3/15/2011 Baa2 $ 1,135,000 $ 1,253,001 Union Pacific Corp., 6.65%, 1/15/2011 Baa2 760,000 845,489 ------------ 2,098,490 ------------ TOTAL INDUSTRIALS 11,916,243 ------------ INFORMATION TECHNOLOGY - 1.5% COMMUNICATIONS EQUIPMENT - 0.5% Corning, Inc., 5.90%, 3/15/2014 Ba2 880,000 904,347 ------------ IT SERVICES - 1.0% First Data Corp., 3.90%, 10/1/2009 A1 1,695,000 1,668,697 ------------ TOTAL INFORMATION TECHNOLOGY 2,573,044 ------------ MATERIALS - 1.0% METALS & MINING - 1.0% Alcoa, Inc., 7.375%, 8/1/2010 A2 1,465,000 1,666,501 ------------ TELECOMMUNICATION SERVICES - 2.9% DIVERSIFIED TELECOMMUNICATION SERVICES - 1.9% AT&T Wireless (now known as New Cingular Wireless Services, Inc.), 7.875%, 3/1/2011 Baa2 1,450,000 1,685,141 Verizon Wireless Capital LLC, 5.375%, 12/15/2006 A3 1,620,000 1,650,974 ------------ 3,336,115 ------------ WIRELESS TELECOMMUNICATION SERVICES - 1.0% Vodafone Group plc, 7.75%, 2/15/2010 (United Kingdom) (Note 7) A2 1,460,000 1,667,006 ------------ TOTAL TELECOMMUNICATION SERVICES 5,003,121 ------------ UTILITIES - 3.2% ELECTRIC UTILITIES - 2.7% Allegheny Energy Supply Co. LLC3, 8.25%, 4/15/2012 Ba3 1,180,000 1,321,600 American Electric Power Co., Inc., 5.375%, 3/15/2010 Baa3 1,230,000 1,276,453 CenterPoint Energy Resources Corp., 7.875%, 4/1/2013 Ba1 710,000 843,360 TXU Energy Co., 7.00%, 3/15/2013 Baa2 1,125,000 1,254,636 ------------ 4,696,049 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS - 0.5% NRG Energy, Inc.3, 8.00%, 12/15/2013 B1 790,000 833,450 ------------ TOTAL UTILITIES 5,529,499 ------------ TOTAL CORPORATE BONDS (Identified Cost $71,162,495) 72,043,217 ------------ U.S. GOVERNMENT AGENCIES - 55.9% Fannie Mae, Pool #244510, 5.50%, 12/1/2008 19,845 20,301 Fannie Mae, Pool #190549, 5.50%, 1/1/2009 22,052 22,567 Fannie Mae, Pool #50972, 5.50%, 1/1/2009 19,452 19,899 The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE PRINCIPAL AMOUNT (NOTE 2) ----------------- ------------ U.S. GOVERNMENT AGENCIES (continued) Fannie Mae, Pool #663794, 5.50%, 9/1/2017 $ 185,202 $ 190,247 Fannie Mae, Pool #555389, 5.50%, 4/1/2018 774,883 795,989 Fannie Mae, Pool #697020, 5.50%, 5/1/2018 69,328 71,210 Fannie Mae, Pool #741610, 5.50%, 9/1/2018 782,143 803,376 Fannie Mae, Pool #761280, 5.50%, 2/1/2019 190,822 196,012 Fannie Mae, Pool #725793, 5.50%, 9/1/2019 886,181 910,239 Fannie Mae, Pool #B815122, 5.50%, 10/1/2019 1,554,049 1,595,956 Fannie Mae, Pool #741552, 6.50%, 9/1/2033 966,026 1,000,368 Fannie Mae, Pool #747607, 6.50%, 11/1/2033 125,390 129,848 Fannie Mae, Pool #776452, 6.50%, 1/1/2034 133,870 138,629 Fannie Mae, Pool #765848, 6.50%, 2/1/2034 146,113 151,265 Fannie Mae, Pool #766304, 6.50%, 3/1/2034 155,607 161,093 Fannie Mae, Pool #725686, 6.50%, 7/1/2034 273,916 283,953 Fannie Mae, Pool #782769, 6.50%, 7/1/2034 1,079,775 1,117,844 Fannie Mae, Pool #786281, 6.50%, 7/1/2034 123,622 127,981 Fannie Mae, Pool #786692, 6.50%, 8/1/2034 192,601 199,391 Fannie Mae, Pool #799657, 6.50%, 11/1/2034 1,191,919 1,233,942 Fannie Mae, Pool #812185, 4.50%, 2/1/2035 479,143 468,850 Fannie Mae, Pool #815409, 4.50%, 2/1/2035 238,634 233,507 Fannie Mae, Pool #815926, 4.50%, 4/1/2035 997,238 975,815 Fannie Mae, TBA4, 4.50%, 7/1/2020 5,465,000 5,439,380 Fannie Mae, TBA4, 5.00%, 7/15/2020 4,460,000 4,508,783 Fannie Mae, TBA4, 5.00%, 7/1/2035 9,710,000 9,710,000 Fannie Mae, TBA4, 6.00%, 7/1/2035 5,945,000 6,093,625 Fannie Mae, TBA4, 5.50%, 8/1/2035 14,920,000 15,097,175 Federal Home Loan Mortgage Corp., Pool #M90974, 4.50%, 3/1/2010 702,204 705,674 Federal Home Loan Mortgage Corp., TBA4, 4.50%, 7/1/2020 5,880,000 5,852,435 Federal Home Loan Mortgage Corp., TBA4, 5.00%, 8/15/2020 3,620,000 3,655,071 Federal Home Loan Mortgage Corp., TBA4, 5.50%, 7/1/2035 7,945,000 8,054,244 Federal Home Loan Mortgage Corp., TBA4, 6.00%, 7/1/2035 2,975,000 3,050,303 Federal Home Loan Mortgage Corp., TBA4, 5.00%, 8/1/2035 6,125,000 6,111,598 Federal Home Loan Mortgage Corp., Pool #E00593, 5.50%, 11/1/2013 26,569 27,295 Federal Home Loan Mortgage Corp., Pool #E91213, 5.50%, 9/1/2017 116,989 120,114 Federal Home Loan Mortgage Corp., Pool #B11112, 5.50%, 11/1/2018 627,911 644,815 Federal Home Loan Mortgage Corp., Pool #B11862, 5.50%, 1/1/2019 339,525 348,665 The accompanying notes are an integral part of the financial statements. 6 <page> Investment Portfolio - June 30, 2005 (unaudited) PRINCIPAL AMOUNT/ VALUE SHARES (NOTE 2) ------------------ ------------- U.S. GOVERNMENT AGENCIES (continued) Federal Home Loan Mortgage Corp., Pool #B16144, 5.50%, 8/1/2019 $ 209,354 $ 214,999 Federal Home Loan Mortgage Corp., Pool #A22067, 5.50%, 4/1/2020 239,100 245,591 Federal Home Loan Mortgage Corp., Pool #A25775, 6.50%, 5/1/2034 23,739 24,580 Federal Home Loan Mortgage Corp., Pool #G01741, 6.50%, 8/1/2034 987,804 1,022,817 Federal Home Loan Mortgage Corp., Pool #G01782, 6.50%, 10/1/2034 964,492 999,964 Federal Home Loan Mortgage Corp., Pool #487193, 6.50%, 2/1/2035 817,392 846,601 GNMA, Pool #487193, 5.00%, 4/15/2020 811,630 826,456 GNMA, Pool #563559, 6.50%, 4/15/2032 1,240,621 1,297,070 GNMA, Pool #552765, 6.50%, 9/15/2032 1,538,998 1,609,023 GNMA, TBA4, 5.50%, 7/15/2035 4,164,000 4,251,186 GNMA, TBA4, 6.00%, 7/15/2035 2,493,000 2,570,906 GNMA, TBA4, 5.00%, 9/15/2035 2,121,000 2,130,279 ------------- TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $95,926,302) 96,306,931 ------------- SHORT-TERM INVESTMENTS - 45.7% Dreyfus Treasury Cash Management - Institutional Shares 4,664,819 4,664,819 Fannie Mae Discount Note, 8/11/2005 $ 6,125,000 6,103,585 Federal Home Loan Bank Discount Note, 7/13/2005 23,100,000 23,076,977 Federal Home Loan Bank Discount Note, 7/18/2005 11,345,000 11,329,357 Federal Home Loan Bank Discount Note, 7/20/2005 6,819,000 6,808,095 Federal Home Loan Bank Discount Note, 8/10/2005 14,920,000 14,841,721 Freddie Mac Discount Note, 7/12/2005 9,710,000 9,685,811 Freddie Mac Discount Note, 9/20/2005 2,122,000 2,105,958 ------------- TOTAL SHORT-TERM INVESTMENTS (Identified Cost $78,660,498) 78,616,323 ------------- TOTAL INVESTMENTS - 143.4% (Identified Cost $245,749,295) 246,966,471 LIABILITIES, LESS OTHER ASSETS - (43.4%) (74,741,051) ------------- NET ASSETS - 100% $172,225,420 ============= 1Credit ratings from Moody's (unaudited). 2The coupon rate will increase with every ratings downgrade and decrease with every ratings upgrade. The coupon rate stated is the rate as of June 30, 2005. 3Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $2,155,050, or 1.3%, of the Series' net assets as of June 30, 2005. 4Security purchased on a forward commitment or when-issued basis. TBA - to be announced. The accompanying notes are an integral part of the financial statements. 7 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost, $245,749,295) (Note 2) $246,966,471 Cash 23,908 Interest receivable 1,510,557 Receivable for fund shares sold 146,045 Dividends receivable 11,002 ------------ TOTAL ASSETS 248,657,983 ------------ LIABILITIES: Accrued management fees (Note 3) 98,453 Accrued fund accounting and transfer agent fees (Note 3) 18,459 Accrued Chief Compliance Officer services fees (Note 3) 672 Payable for securities purchased 76,306,015 Audit fees payable 6,697 Other payables and accrued expenses 2,267 ------------ TOTAL LIABILITIES 76,432,563 ------------ TOTAL NET ASSETS $172,225,420 ============ NET ASSETS CONSIST OF: Capital stock $ 169,870 Additional paid-in-capital 169,715,140 Undistributed net investment income 817,340 Accumulated net realized gain on investments 305,894 Net unrealized appreciation on investments 1,217,176 ------------ TOTAL NET ASSETS $172,225,420 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($172,225,420/16,987,044 shares) $ 10.14 ============ The accompanying notes are an integral part of the financial statements. 8 <page> Statement of Operations (unaudited) For the Period April 21, 2005 (commencement of operations) to June 30, 2005 INVESTMENT INCOME: Interest $1,074,219 Dividends 29,053 ---------- Total Investment Income 1,103,272 ---------- EXPENSES: Management fees (Note 3) 227,476 Fund accounting and transfer agent fees (Note 3) 40,088 Directors' fees (Note 3) 1,491 Chief Compliance Officer services fees (Note 3) 1,016 Custodian fees 3,776 Miscellaneous 12,085 ---------- Total Expenses 285,932 ---------- NET INVESTMENT INCOME 817,340 ---------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 305,894 Net change in unrealized appreciation on investments 1,217,176 ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 1,523,070 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,340,410 ========== The accompanying notes are an integral part of the financial statements. 9 <page> Statement of Changes in Net Assets (unaudited) FOR THE PERIOD 4/21/05 (COMMENCEMENT OF OPERATIONS) TO 6/30/05 ----------------------- INCREASE IN NET ASSETS: OPERATIONS: Net investment income $ 817,340 Net realized gain on investments 305,894 Net change in unrealized appreciation on investments 1,217,176 ----------------------- Net increase from operations 2,340,410 ----------------------- CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 169,885,010 ----------------------- Net increase in net assets 172,225,420 NET ASSETS: Beginning of period - ----------------------- END OF PERIOD (including undistributed net investment income of 817,340) $ 172,225,420 ======================= The accompanying notes are an integral part of the financial statements. 10 <page> Financial Highlights (unaudited) FOR THE PERIOD 4/21/05 1 TO 6/30/05 --------------------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.00 --------------------- Income from investment operations: Net investment income 0.05 Net realized and unrealized gain on investments 0.09 --------------------- Total from investment operations 0.14 --------------------- NET ASSET VALUE - END OF PERIOD $ 10.14 ===================== Total return2 1.40% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 0.88%3 Net investment income 2.52%3 Portfolio turnover 63% NET ASSETS - END OF PERIOD (000's omitted) $ 172,225 ===================== 1Commencement of operations. 2Represents aggregate total return for the period 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. 11 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Core Plus Bond Series (the "Series") is a no-load non-diversified series of Exeter 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 returns by investing primarily in corporate fixed income securities and pass-through securities. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 75 million have been designated as Core Plus Bond Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Debt securities, including government bonds, sovereign bonds, corporate bonds and mortgage backed securities, will normally be valued on the basis of evaluated bid prices provided by the Fund's pricing service. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discounts, 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FOREIGN CURRENCY TRANSLATION The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on 12 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) FOREIGN CURRENCY TRANSLATION (continued) securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid. SECURITIES PURCHASED ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. 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. 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 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. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income and net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 13 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has contractually agreed, until at least April 30, 2006, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 0.90% of average daily net assets each year. For the period April 21, 2005 (commencement of operations) to June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the period April 21, 2005 (commencement of operations) to June 30, 2005, purchases and sales of securities, other than United States Government securities and short-term securities, were $71,280,409 and $0, respectively. Purchases and sales of United States Government securities, other than short-term securities, were $170,399,141 and $74,750,201, respectively. 14 <page> Notes to Financial Statements (unaudited) 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Core Plus Bond Series were: FOR THE PERIOD 4/21/05 (COMMENCEMENT OF OPERATIONS) TO 6/30/05 ---------------------------------------------------- Shares Amount ------------------------------------- ------------- Sold 17,078,488 $170,802,297 Repurchased (91,444) (917,287) ------------------------------------- ------------- Total 16,987,044 $169,885,010 ===================================== ============= Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options, forward foreign currency exchange contracts and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FOREIGN SECURITIES Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in securities of domestic companies and the United States Government. These risks include revaluation of currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the United States Government. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. At June 30, 2005, 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 $245,749,295 Unrealized appreciation $ 1,304,803 Unrealized depreciation (87,627) ------------ Net unrealized appreciation $ 1,217,176 ============ 15 <page> [This page intentionally left blank] 16 <page> [This page intentionally left blank] 17 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 18 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Ohio Tax Exempt Series <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,023.40 $ 4.26 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,020.58 $ 4.26 .. *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 0.85%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Series' total return would have been lower had certain expenses not been waived during the period. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> BOND TYPES1 General Obligation Bonds 87.3% Revenue Bonds 10.0% Cash, short-term investments, and liabilities, less other assets 2.7% 1As a percentage of net assets. <graphic> <pie chart> CREDIT QUALITY RATINGS2,3 Aaa 85.2% Aa 12.1% Unrated Investments, such as cash, short-term investments, and liabilities, less other assets 2.7% 2As a percentage of net assets. 3Based on ratings from Moody's. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series' investment policies. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- --------- OHIO MUNICIPAL SECURITIES - 97.3% Amherst Exempt Village School District, G.O. Bond, FGIC, 4.75%, 12/1/2010 Aaa $ 200,000 $216,186 Bedford Heights, G.O. Bond, Series A, AMBAC, 5.65%, 12/1/2014 Aaa 60,000 65,761 Big Walnut Local School District, Delaware County, School Facilities Construction & Impt. G.O. Bond, FSA, 4.50%, 12/1/2029 Aaa 200,000 201,216 Chagrin Falls Exempt Village School District, G.O. Bond, 5.55%, 12/1/2022 Aa3 100,000 107,420 Chillicothe Water System, Revenue Bond, MBIA, 4.00%, 12/1/2009 Aaa 125,000 130,046 Cincinnati, Various Purposes, G.O. Bond, Series A, 5.00%, 12/1/2011 Aa1 200,000 220,334 Cleveland Heights & University Heights County School District, Library Impt., G.O. Bond, 5.125%, 12/1/2026 Aa3 200,000 213,126 Cleveland Waterworks, Prerefunded Balance, Revenue Bond, Series I, FSA, 5.00%, 1/1/2028 Aaa 110,000 116,754 Cleveland Waterworks, Unrefunded Balance, Revenue Bond, Series I, FSA, 5.00%, 1/1/2028 Aaa 155,000 162,021 Delaware City School District, G.O. Bond, FSA, 5.00%, 12/1/2025 Aaa 300,000 317,238 Dublin City School District, School Facilities Construction & Impt., G.O. Bond, 5.375%, 12/1/2017 Aa2 350,000 391,090 Eaton City School District, G.O. Bond, FGIC, 5.00%, 12/1/2029 Aaa 200,000 212,408 Erie County, G.O. Bond, FGIC, 4.75%, 10/1/2019 Aaa 175,000 182,373 Euclid, G.O. Bond, MBIA, 4.25%, 12/1/2023 Aaa 465,000 466,781 Fairfield County, Building Impt., G.O. Bond, 5.00%, 12/1/2018 Aa3 250,000 271,985 Field Local School District, School Facilities Construction & Impt., G.O. Bond, AMBAC, 5.00%, 12/1/2026 Aaa 200,000 215,388 Garfield Heights City School District, School Impt., G.O. Bond, MBIA, 5.00%, 12/15/2026 Aaa 250,000 263,372 Genoa Area Local School District, G.O. Bond, FGIC, 5.40%, 12/1/2027 Aaa 150,000 165,150 Greene County Sewer System, Governmental Enterprise, Revenue Bond, AMBAC, 5.625%, 12/1/2025 Aaa 235,000 266,589 Highland Local School District, School Impt., G.O. Bond, FSA, 5.00%, 12/1/2009 Aaa 190,000 205,230 Hilliard School District, G.O. Bond, Series A, FGIC, 5.00%, 12/1/2020 Aaa 225,000 234,490 Jackson Local School District, Stark & Summit Counties, G.O. Bond, FGIC, 3.50%, 12/1/2011 Aaa 210,000 213,223 The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- --------- OHIO MUNICIPAL SECURITIES (continued) Jackson Local School District, Stark & Summit Counties, Construction & Impt., G.O. Bond, FGIC, 5.00%, 12/1/2030 Aaa $ 200,000 $213,328 Kettering City School District, School Impt., Prerefunded Balance, G.O. Bond, FGIC, 5.25%, 12/1/2022 Aaa 60,000 61,268 Kings Local School District, Prerefunded Balance, G.O. Bond, FGIC, 5.50%, 12/1/2021 Aaa 115,000 116,180 Lakota Local School District, G.O. Bond, AMBAC, 5.75%, 12/1/2006 Aaa 50,000 50,665 Licking County Joint Vocational School District, School Facilities Construction & Impt., G.O. Bond, MBIA, 5.00%, 12/1/2007 Aaa 500,000 525,945 Lorain City School District, Classroom Facilities Impt., G.O. Bond, MBIA, 4.75%, 12/1/2025 Aaa 400,000 416,304 Loveland City School District, G.O. Bond, Series A, MBIA, 5.00%, 12/1/2024 Aaa 200,000 218,216 Mansfield City School District, Various Purposes, G.O. Bond, MBIA, 5.75%, 12/1/2022 Aaa 250,000 276,640 Marysville Exempt Village School District, Prerefunded Balance, G.O. Bond, MBIA, 5.75%, 12/1/2023 Aaa 315,000 322,349 Maumee, G.O. Bond, MBIA, 4.125%, 12/1/2018 Aaa 375,000 382,159 Maumee City School District, School Facilities Construction & Impt., G.O. Bond, FSA, 4.60%, 12/1/2031 Aaa 260,000 263,580 Medina City School District, G.O. Bond, FGIC, 5.00%, 12/1/2018 Aaa 150,000 158,575 Mentor, G.O. Bond, 5.25%, 12/1/2017 Aa3 100,000 105,056 Minster Local School District, G.O. Bond, FSA, 4.25%, 12/1/2018 AAA1 250,000 255,892 Mississinawa Valley Local School District, Classroom Facilities, G.O. Bond, FSA, 5.75%, 12/1/2022 Aaa 205,000 233,384 North Olmsted, G.O. Bond, AMBAC, 5.00%, 12/1/2016 Aaa 125,000 131,601 Northwood Local School District, G.O. Bond, AMBAC, 5.55%, 12/1/2006 Aaa 65,000 67,545 Ohio State, Common Schools Capital Facilities, G.O. Bond, Series A, 4.75%, 6/15/2020 Aa1 250,000 260,178 Ohio State, Infrastructure Impt., G.O. Bond, Series A, 5.00%, 8/1/2009 Aa1 200,000 215,350 Ohio State, Infrastructure Impt., Prerefunded Balance, G.O. Bond, 5.20%, 8/1/2010 Aa1 50,000 52,963 Ohio State Turnpike Commission, Prerefunded Balance, Revenue Bond, Series A, MBIA, 5.70%, 2/15/2017 Aaa 125,000 129,870 The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- --------- OHIO MUNICIPAL SECURITIES (continued) Ohio State Water Development Authority, Fresh Water, Revenue Bond, FSA, 5.125%, 12/1/2023 Aaa $ 300,000 $321,717 Ohio State Water Development Authority, Pollution Control, Revenue Bond, 5.25%, 12/1/2015 Aaa 200,000 229,636 Ohio State Water Development Authority, Pure Water, Revenue Bond, Series I, AMBAC, 6.00%, 12/1/2016 Aaa 40,000 46,245 Ontario Local School District, G.O. Bond, FSA, 5.00%, 12/1/2023 AAA1 350,000 370,346 Orange City School District, G.O. Bond, 5.00%, 12/1/2023 Aaa 305,000 324,368 Painesville City School District, School Impt., G.O. Bond, FGIC, 4.50%, 12/1/2025 Aaa 170,000 173,001 Plain Local School District, G.O. Bond, FGIC, 5.00%, 12/1/2025 Aaa 315,000 335,236 Plain Local School District, G.O. Bond, FGIC, 5.00%, 12/1/2029 Aaa 225,000 236,808 Plain Local School District, G.O. Bond, FGIC, 5.00%, 12/1/2030 Aaa 140,000 147,879 Sidney City School District, School Impt., G.O. Bond, Series B, FGIC, 5.10%, 12/1/2019 Aaa 150,000 164,942 South-Western City School District, Franklin & Pickway County, G.O. Bond, AMBAC, 4.75%, 12/1/2026 Aaa 175,000 178,486 Tallmadge City School Disctrict, School Facilities, G.O. Bond, FSA, 5.00%, 12/1/2031 AAA1 200,000 214,374 Tecumseh Local School District, School Impt., G.O. Bond, FGIC, 4.75%, 12/1/2027 Aaa 195,000 202,344 Toledo, Prerefunded Balance, G.O. Bond, AMBAC, 5.95%, 12/1/2015 Aaa 175,000 180,938 Toledo Sewer System, Unrefunded Balance, Revenue Bond, AMBAC, 6.35%, 11/15/2017 Aaa 150,000 153,434 Troy City School District, School Impt., G.O. Bond, FSA, 4.00%, 12/1/2014 Aaa 250,000 258,995 Twinsburg Local School District, Prerefunded Balance, G.O. Bond, FGIC, 5.90%, 12/1/2021 Aaa 325,000 345,888 Upper Arlington City School District, Capital Appreciation, G.O. Bond, MBIA, 5.25%, 12/1/2022 Aaa 255,000 266,638 Van Buren Local School District, School Facilities Construction & Impt., G.O. Bond, FSA, 5.25%, 12/1/2016 Aaa 300,000 331,029 Van Wert City School District, School Impt., G.O. Bond, FGIC, 5.00%, 12/1/2020 Aaa 500,000 537,455 Vandalia, G.O. Bond, AMBAC, 5.00%, 12/1/2015 Aaa 235,000 261,336 Warren, Prerefunded Balance, G.O. Bond, AMBAC, 5.20%, 11/15/2013 Aaa 15,000 15,148 The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT PRINCIPAL RATING* AMOUNT/ VALUE (UNAUDITED) SHARES (NOTE 2) ----------- ---------- ------------ OHIO MUNICIPAL SECURITIES (continued) Westerville City School District, G.O. Bond, MBIA, 5.00%, 12/1/2027 Aaa $ 200,000 $ 209,584 Wood County, G.O. Bond, 5.40%, 12/1/2013 Aa3 50,000 50,357 Wyoming City School District, G.O. Bond, Series B, FGIC, 5.15%, 12/1/2027 Aaa 300,000 318,984 ------------ TOTAL OHIO MUNICIPAL SECURITIES (Identified Cost $14,454,095) 15,170,397 ------------ SHORT-TERM INVESTMENTS - 2.8% Dreyfus Municipal Reserves - Class R (Identified Cost $440,075) 440,075 440,075 ------------ TOTAL INVESTMENTS - 100.1% (Identified Cost $14,894,170) 15,610,472 LIABILITIES, LESS OTHER ASSETS - (0.1%) (10,013) ------------ NET ASSETS - 100% $15,600,459 ============ KEY: G.O. Bond - General Obligation Bond Impt. - Improvement Scheduled principal and interest payments are guaranteed by: AMBAC (AMBAC Assurance Corp.) FGIC (Financial Guaranty Insurance Co.) FSA (Financial Security Assurance) MBIA (MBIA, Inc.) The insurance does not guarantee the market value of the municipal bonds. *Credit ratings from Moody's (unaudited) 1Credit ratings from S&P (unaudited) The Series' portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: FGIC - 27.2%; MBIA - 23.1%; FSA - 20.8%; AMBAC - 10.5%. The accompanying notes are an integral part of the financial statements. 6 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $14,894,170) (Note 2) $15,610,472 Interest receivable 75,128 Dividends receivable 835 ----------- TOTAL ASSETS 15,686,435 ----------- LIABILITIES: Accrued management fees (Note 3) 4,554 Accrued fund accounting and transfer agent fees (Note 3) 2,435 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Payable for fund shares repurchased 62,235 Audit fees payable 14,350 Other payables and accrued expenses 1,340 ----------- TOTAL LIABILITIES 85,976 ----------- TOTAL NET ASSETS $15,600,459 =========== NET ASSETS CONSIST OF: Capital stock $ 14,645 Additional paid-in-capital 14,800,690 Undistributed net investment income 59,696 Accumulated net realized gain on investments 9,126 Net unrealized appreciation on investments 716,302 ----------- TOTAL NET ASSETS $15,600,459 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($15,600,459/1,464,512 shares) $ 10.65 =========== The accompanying notes are an integral part of the financial statements. 7 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Interest $321,485 Dividends 3,731 --------- Total Investment Income 325,216 --------- EXPENSES: Management fees (Note 3) 36,834 Fund accounting and transfer agent fees (Note 3) 14,507 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Audit fees 11,530 Custodian fees 1,488 Miscellaneous 3,442 --------- Total Expenses 74,248 Less reduction of expenses (Note 3) (11,594) --------- Net Expenses 62,654 --------- NET INVESTMENT INCOME 262,562 --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss on investments (1,045) Net change in unrealized appreciation on investments 86,981 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 85,936 --------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $348,498 ========= The accompanying notes are an integral part of the financial statements. 8 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------ INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment income $ 262,562 $ 467,775 Net realized gain (loss) on investments (1,045) 36,500 Net change in unrealized appreciation on investments 86,981 (59,316) -------------- ------------ Net increase from operations 348,498 444,959 -------------- ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 8): From net investment income (262,595) (591,068) From net realized gain on investments - (17,784) -------------- ------------ Total distributions to shareholders (262,595) (608,852) -------------- ------------ CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 1,394,599 2,191,949 -------------- ------------ Net increase in net assets 1,480,502 2,028,056 NET ASSETS: Beginning of period 14,119,957 12,091,901 -------------- ------------ END OF PERIOD (including undistributed net investment income of $59,696 and $59,729, respectively) $ 15,600,459 $14,119,957 ============== ============ The accompanying notes are an integral part of the financial statements. 9 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.59 $ 10.75 $ 10.74 $ 10.31 $ 10.29 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.18 0.38 0.42 0.41 0.46 Net realized and unrealized gain (loss) on investments 0.07 (0.04) 0.03 0.43 (0.03) -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.25 0.34 0.45 0.84 0.43 -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income (0.19) (0.49) (0.39) (0.40) (0.41) From net realized gain on investments - (0.01) (0.05) (0.01) - -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders (0.19) (0.50) (0.44) (0.41) (0.41) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 10.65 $ 10.59 $ 10.75 $ 10.74 $ 10.31 ============== ===================== ========== ========== ========== Total return1 2.34% 3.28% 4.23% 8.22% 4.18% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 0.85%2 0.85% 0.85% 0.85% 0.85% Net investment income 3.56%2 3.64% 3.91% 4.09% 4.27% Portfolio turnover 2% 7% 14% 8% 9% NET ASSETS - END OF PERIOD (000's omitted) $ 15,600 $ 14,120 $ 12,092 $ 11,785 $ 9,833 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 9.56 ---------- Income (loss) from investment operations: Net investment income 0.44 Net realized and unrealized gain (loss) on investments 0.70 ---------- Total from investment operations 1.14 ---------- Less distributions to shareholders: From net investment income (0.41) From net realized gain on investments - ---------- Total distributions to shareholders (0.41) ---------- NET ASSET VALUE - END OF PERIOD $ 10.29 ========== Total return1 12.21% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses* 0.85% Net investment income 4.57% Portfolio turnover 14% NET ASSETS - END OF PERIOD (000's omitted) $ 9,431 ========== *The investment advisor did not impose all or a portion of its management fee and in some periods paid a portion of the Series' expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have been increased as follows: 0.16%2 0.20% 0.59% 0.68% 0.74% 0.43% 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during the period. Periods less than one year are not annualized. 2Annualized. The accompanying notes are an integral part of the financial statements. 10 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Ohio Tax Exempt Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide as high a level of current income exempt from federal income tax and Ohio State personal income tax as the Advisor believes is consistent with the preservation of capital. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as Ohio Tax Exempt Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the "Service"). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund's Board of Directors. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Interest income, including amortization of premium and accretion of discounts, 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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 11 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) FEDERAL TAXES (continued) Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements. DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income are made quarterly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.50% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has contractually agreed, until at least April 30, 2006, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 0.85% of average daily net assets each year. Accordingly, the Advisor waived fees of $11,594 for the six months ended June 30, 2005, which is reflected as a reduction of expenses on the Statement of Operations. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the 12 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $1,561,728 and $266,999, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Ohio Tax Exempt Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- ----------------------- Shares Amount Shares Amount ------------------- ---------------- --------- ------------ Sold 170,388 $ 1,808,603 272,911 $ 2,874,653 Reinvested 24,560 258,559 57,048 605,147 Repurchased (63,319) (672,563) (122,075) (1,287,851) ------------------- ---------------- --------- ------------ Total 131,629 $ 1,394,599 207,884 $ 2,191,949 =================== ================ ========= ============ Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. CONCENTRATION OF CREDIT The Series primarily invests in debt obligations issued by the State of Ohio and its political subdivisions, agencies and public authorities to obtain funds for various public purposes. The Series is more susceptible to factors adversely affecting issues of Ohio municipal securities than is a municipal bond fund that is not concentrated in these issues to the same extent. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, 13 <page> Notes to Financial Statements (unaudited) 8. FEDERAL INCOME TAX INFORMATION (continued) 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, 2004 were as follows: Ordinary income $ 25,550 Tax exempt income 565,518 Long-term capital gains 17,784 At June 30, 2005, 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 $14,886,231 Unrealized appreciation $ 742,462 Unrealized depreciation (18,221) ------------ Net unrealized appreciation $ 724,241 ============ 14 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 15 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 New York Tax Exempt Series <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,019.60 $ 3.66 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,021.17 $ 3.66 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 0.73%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> BOND TYPES1 Certificate of Participation 0.3% General Obligation Bonds 62.2% Revenue Bonds 32.3% Cash, short-term investments, and other assets, less liabilities 5.2% 1As a percentage of net assets. <graphic> <pie chart> CREDIT QUALITY RATINGS2,3 Aaa 88.2% Aa 4.2% A 2.0% Baa 0.4% Unrated investments, such as cash, short-term investments, and other assets, less liabilities 5.2% 2As a percentage of net assets. 3Based on ratings from Moody's. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series' investment policies. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES - 94.8% Amherst, Public Impt., G.O. Bond, FGIC, 4.625%, 3/1/2007 Aaa $ 200,000 $ 206,214 Arlington Central School District, G.O. Bond, MBIA, 4.625%, 12/15/2024 Aaa 845,000 873,375 Arlington Central School District, G.O. Bond, MBIA, 4.625%, 12/15/2025 Aaa 365,000 376,465 Auburn City School District, G.O. Bond, FGIC, 4.55%, 12/1/2006 Aaa 385,000 395,407 Bayport-Blue Point Union Free School District, G.O. Bond, FGIC, 5.60%, 6/15/2012 Aaa 250,000 261,590 Beacon City School District, G.O. Bond, MBIA, 5.60%, 7/15/2019 Aaa 500,000 555,320 Brighton Central School District, G.O. Bond, FSA, 5.40%, 6/1/2012 Aaa 250,000 261,377 Brookhaven, Public Impt., G.O. Bond, FGIC, 4.00%, 5/1/2023 Aaa 900,000 886,410 Brookhaven, Public Impt., G.O. Bond, FGIC, 4.00%, 5/1/2024 Aaa 815,000 799,091 Broome County, Public Safety Facility, Certificate of Participation, MBIA, 5.00%, 4/1/2006 Aaa 250,000 253,445 Buffalo, G.O. Bond, Series A, MBIA, 5.00%, 12/1/2009 Aaa 150,000 154,422 Buffalo, G.O. Bond, Series A, AMBAC, 5.20%, 2/1/2010 Aaa 250,000 263,810 Buffalo Municipal Water Finance Authority, Water Systems, Revenue Bond, Series A, FGIC, 5.00%, 7/1/2028 Aaa 750,000 791,422 Cattaraugus County, Public Impt., G.O. Bond, AMBAC, 5.00%, 8/1/2007 Aaa 300,000 313,692 Clyde-Savannah Central School District, G.O. Bond, FGIC, 5.00%, 6/1/2013 Aaa 500,000 554,570 Colonie, G.O. Bond, MBIA, 5.20%, 8/15/2008 Aaa 100,000 102,306 Dryden Central School District, G.O. Bond, FSA, 5.50%, 6/15/2011 Aaa 200,000 206,294 East Aurora Union Free School District, G.O. Bond, FGIC, 5.20%, 6/15/2011 Aaa 300,000 309,399 Eastchester, Public Impt., G.O. Bond, Series B, FSA, 4.90%, 10/15/2011 Aaa 385,000 395,110 Ellenville Central School District, G.O. Bond, FSA, 5.375%, 5/1/2009 Aaa 210,000 218,652 Ellenville Central School District, G.O. Bond, AMBAC, 5.70%, 5/1/2011 Aaa 700,000 748,349 Erie County, G.O. Bond, Series B, FGIC, 5.50%, 6/15/2009 Aaa 100,000 102,774 Erie County, G.O. Bond, Series B, FGIC, 5.50%, 6/15/2025 Aaa 400,000 410,428 Erie County, Public Impt., G.O. Bond, Series A, FGIC, 4.00%, 3/15/2006 Aaa 1,500,000 1,514,400 Erie County, Public Impt., G.O. Bond, Series A, FGIC, 5.00%, 9/1/2014 Aaa 500,000 551,065 The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES (continued) Erie County, Public Impt., G.O. Bond, Series A, FGIC, 4.75%, 10/1/2016 Aaa $ 550,000 $ 583,203 Fairport Central School District, G.O. Bond, FSA, 5.00%, 6/1/2019 Aaa 500,000 547,975 Franklin Square Union Free School District, G.O. Bond, FGIC, 5.00%, 1/15/2021 Aaa 520,000 556,270 Freeport, G.O. Bond, Series A, FGIC, 4.00%, 1/15/2014 Aaa 540,000 558,770 Greece Central School District, G.O. Bond, FSA, 4.60%, 6/15/2018 Aaa 180,000 187,578 Hamburg Central School District, G.O. Bond, FGIC, 5.375%, 6/1/2014 Aaa 600,000 641,712 Hempstead Town, Prerefunded Balance, G.O. Bond, Series B, FGIC, 5.625%, 2/1/2010 AAA1 35,000 36,321 Hempstead Town, Unrefunded Balance, G.O. Bond, Series B, FGIC, 5.625%, 2/1/2010 Aaa 165,000 171,036 Huntington, G.O. Bond, MBIA, 5.875%, 9/1/2009 Aaa 45,000 45,690 Islip, Public Impt., G.O. Bond, FGIC, 5.375%, 6/15/2015 Aaa 1,555,000 1,719,939 Jamesville-Dewitt Central School District, G.O. Bond, AMBAC, 5.75%, 6/15/2009 Aaa 420,000 464,352 Johnson City Central School District, G.O. Bond, FGIC, 4.25%, 6/15/2024 Aaa 500,000 502,215 Johnson City Central School District, G.O. Bond, FGIC, 4.375%, 6/15/2028 Aaa 1,000,000 1,005,880 Johnson City Central School District, G.O. Bond, FGIC, 4.375%, 6/15/2030 Aaa 985,000 986,428 Le Roy Central School District, G.O. Bond, FGIC, 0.10%, 6/15/2008 Aaa 350,000 321,135 Longwood Central School District at Middle Island, G.O. Bond, FSA, 5.00%, 6/15/2017 Aaa 250,000 270,127 Longwood Central School District at Middle Island, G.O. Bond, FSA, 5.00%, 6/15/2018 Aaa 250,000 270,127 Metropolitan Transportation Authority, Service Contract, Revenue Bond, Series B, FGIC, 5.50%, 7/1/2011 Aaa 1,000,000 1,124,710 Metropolitan Transportation Authority, Transportation Facilities, Revenue Bond, Series B, AMBAC, 5.00%, 7/1/2018 Aaa 1,500,000 1,659,240 Metropolitan Transportation Authority, Dedicated Tax Fund, Revenue Bond, Series A, MBIA, 5.00%, 11/15/2030 Aaa 750,000 794,017 Middletown City School District, G.O. Bond, Series A, AMBAC, 5.50%, 11/15/2005 Aaa 175,000 176,890 Monroe County, Water Impt., G.O. Bond, 5.25%, 2/1/2017 Baa1 320,000 329,280 Monroe County Water Authority, Revenue Bond, 5.00%, 8/1/2019 Aa3 1,700,000 1,806,675 Mount Morris Central School District, G.O. Bond, FGIC, 4.125%, 6/15/2013 Aaa 790,000 831,491 The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES (continued) Nassau County, Combined Sewer Districts, G.O. Bond, Series F, MBIA, 5.35%, 7/1/2008 Aaa $1,500,000 $1,604,955 Nassau County, General Impt., G.O. Bond, Series C, FSA, 5.125%, 1/1/2014 Aaa 500,000 550,730 Nassau County, General Impt., G.O. Bond, Series U, AMBAC, 5.25%, 11/1/2014 Aaa 335,000 352,209 Nassau County, General Impt., G.O. Bond, Series V, AMBAC, 5.25%, 3/1/2015 Aaa 385,000 408,165 Nassau County Interim Financial Authority, Sales Tax Secured, Revenue Bond, Series A, AMBAC, 4.75%, 11/15/2023 Aaa 1,000,000 1,043,480 New York, G.O. Bond, Series I, MBIA, 5.00%, 5/15/2028 Aaa 1,900,000 1,995,494 New York, G.O. Bond, Series K, FSA, 5.375%, 8/1/2020 Aaa 1,000,000 1,081,440 New York City Municipal Water Finance Authority, Revenue Bond, Series E, FGIC, 5.00%, 6/15/2026 Aaa 750,000 788,183 New York City Municipal Water Finance Authority, Water & Sewer Systems, Revenue Bond, Series B, FGIC, 5.125%, 6/15/2030 Aaa 2,000,000 2,087,200 New York City Municipal Water Finance Authority, Water & Sewer Systems, Revenue Bond, Series A, AMBAC, 5.00%, 6/15/2035 Aaa 750,000 795,428 New York City Transitional Finance Authority, Revenue Bond, Series A, 5.50%, 2/15/2011 Aa1 1,000,000 1,117,270 New York State, G.O. Bond, Series A, 4.60%, 3/15/2013 A1 475,000 506,920 New York State, G.O. Bond, Series B, 5.125%, 3/1/2018 A1 1,000,000 1,068,990 New York State, G.O. Bond, Series C, FSA, 5.00%, 4/15/2012 AAA1 700,000 771,526 New York State, G.O. Bond, Series D, AMBAC, 5.00%, 7/15/2015 Aaa 500,000 536,420 New York State Dormitory Authority, Columbia University, Revenue Bond, Series A, 5.00%, 7/1/2025 Aaa 500,000 532,745 New York State Environmental Facilities Corp., Clean Water & Drinking, Revenue Bond, MBIA, 5.00%, 6/15/2021 Aaa 600,000 643,272 New York State Environmental Facilities Corp., Clean Water & Drinking, Revenue Bond, Series B, 5.00%, 6/15/2027 Aaa 1,000,000 1,062,070 New York State Environmental Facilities Corp., Pollution Control, Revenue Bond, Series B, 6.65%, 9/15/2013 Aaa 250,000 250,825 New York State Environmental Facilities Corp., Pollution Control, Revenue Bond, Series E, MBIA, 5.00%, 6/15/2012 Aaa 200,000 209,844 New York State Environmental Facilities Corp., Pollution Control, Prerefunded Balance, Revenue Bond, Series A, 4.65%, 6/15/2007 Aaa 135,000 140,333 The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES (continued) New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Revenue Bond, Series A, 4.65%, 6/15/2007 Aaa $ 115,000 $ 119,012 New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Revenue Bond, Series B, 5.20%, 5/15/2014 Aaa 440,000 491,898 New York State Environmental Facilities Corp., Pollution Control, Prerefunded Balance, Revenue Bond, Series A, 5.20%, 6/15/2015 Aaa 225,000 235,051 New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Revenue Bond, Series A, 5.20%, 6/15/2015 Aaa 25,000 26,064 New York State Housing Finance Agency, State University Construction, Revenue Bond, Series A, 8.00%, 5/1/2011 Aaa 250,000 295,728 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series A, FGIC, 5.50%, 4/1/2015 Aaa 320,000 357,997 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series A, AMBAC, 5.25%, 4/1/2017 Aaa 555,000 588,056 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series B, MBIA, 5.75%, 4/1/2006 Aaa 100,000 102,250 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series B, MBIA, 5.25%, 4/1/2016 Aaa 300,000 331,188 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series C, MBIA, 5.25%, 4/1/2011 Aaa 1,000,000 1,108,270 New York State Thruway Authority, Highway & Bridge, Revenue Bond, Series C, AMBAC, 5.00%, 4/1/2020 Aaa 750,000 802,658 New York State Thruway Authority, Personal Income Tax, Revenue Bond, Series A, FSA, 5.00%, 3/15/2014 Aaa 500,000 551,045 New York State Thruway Authority, Personal Income Tax, Revenue Bond, Series A, MBIA, 5.00%, 3/15/2016 Aaa 300,000 327,192 New York State Urban Development Corp., Revenue Bond, 5.375%, 7/1/2022 Aaa 400,000 417,916 New York State Urban Development Corp., Correctional Capital Facilities, Revenue Bond, Series A, FSA, 5.25%, 1/1/2014 Aaa 500,000 560,645 Niagara County, G.O. Bond, MBIA, 5.20%, 1/15/2011 Aaa 400,000 405,364 North Hempstead, G.O. Bond, Series A, FGIC, 4.75%, 1/15/2023 Aaa 1,000,000 1,034,340 Norwich City School District, G.O. Bond, FSA, 5.00%, 6/15/2010 Aaa 250,000 272,068 Panama Central School District, G.O. Bond, FGIC, 5.00%, 6/15/2019 Aaa 595,000 637,537 The accompanying notes are an integral part of the financial statements. 6 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES (continued) Patchogue-Medford Union Free School District, G.O. Bond, Series A, FGIC, 3.50%, 7/1/2012 AAA1 $ 805,000 $ 819,538 Pavilion Central School District, G.O. Bond, FSA, 5.625%, 6/15/2018 Aaa 880,000 972,030 Phelps-Clifton Springs Central School District, G.O. Bond, Series B, MBIA, 5.00%, 6/15/2021 Aaa 850,000 925,157 Phelps-Clifton Springs Central School District, G.O. Bond, Series B, MBIA, 5.00%, 6/15/2022 Aaa 450,000 488,178 Ravena Coeymans Selkirk Central School District, G.O. Bond, FSA, 4.25%, 6/15/2014 Aaa 1,180,000 1,248,652 Rochester, G.O. Bond, Series A, AMBAC, 4.70%, 8/15/2006 Aaa 10,000 10,237 Rochester, Unrefunded Balance, G.O. Bond, Series A, AMBAC, 4.70%, 8/15/2006 Aaa 240,000 245,438 Rochester, G.O. Bond, Series A, AMBAC, 5.00%, 8/15/2020 Aaa 250,000 282,413 Rochester, G.O. Bond, Series A, AMBAC, 5.00%, 8/15/2022 Aaa 95,000 107,324 Rondout Valley Central School District, G.O. Bond, FSA, 5.375%, 3/1/2020 Aaa 500,000 556,335 Schenectady, G.O. Bond, MBIA, 5.30%, 2/1/2011 Aaa 250,000 264,180 Scotia Glenville Central School District, G.O. Bond, FGIC, 5.50%, 6/15/2020 Aaa 1,025,000 1,132,871 South Country Central School District of Brookhaven, G.O. Bond, FGIC, 5.50%, 9/15/2007 Aaa 380,000 382,219 South Glens Falls Central School District, Prerefunded Balance, G.O. Bond, FGIC, 5.375%, 6/15/2018 Aaa 605,000 665,863 South Glens Falls Central School District, Unrefunded Balance, G.O. Bond, FGIC, 5.375%, 6/15/2018 Aaa 95,000 104,055 South Huntington Union Free School District, G.O. Bond, FGIC, 5.00%, 9/15/2016 Aaa 325,000 350,633 South Huntington Union Free School District, G.O. Bond, FGIC, 5.10%, 9/15/2017 Aaa 100,000 108,307 Steuben County, Public Impt., G.O. Bond, AMBAC, 5.60%, 5/1/2006 Aaa 500,000 501,190 Suffolk County, G.O. Bond, Series A, FGIC, 4.75%, 8/1/2019 Aaa 895,000 938,613 Suffolk County Water Authority, Revenue Bond, MBIA, 5.10%, 6/1/2009 Aaa 250,000 269,753 Suffolk County Water Authority, Revenue Bond, Series A, AMBAC, 5.00%, 6/1/2017 Aaa 400,000 422,616 Sullivan County, Public Impt., G.O. Bond, MBIA, 5.125%, 3/15/2013 Aaa 330,000 330,667 Syracuse, Public Impt., G.O. Bond, Series C, AMBAC, 5.40%, 8/1/2017 Aaa 700,000 775,257 Syracuse, Public Impt., G.O. Bond, Series C, AMBAC, 5.50%, 8/1/2018 Aaa 850,000 945,336 The accompanying notes are an integral part of the financial statements. 7 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW YORK MUNICIPAL SECURITIES (continued) Three Village Central School District, G.O. Bond, FSA, 5.375%, 6/15/2007 Aaa $ 230,000 $ 240,203 Tompkins County, Public Impt., G.O. Bond, Series B, 5.10%, 4/1/2020 Aa2 400,000 415,512 Triborough Bridge & Tunnel Authority, General Purposes, Revenue Bond, Series A, MBIA, 4.75%, 1/1/2019 Aaa 300,000 328,479 Triborough Bridge & Tunnel Authority, General Purposes, Revenue Bond, Series A, MBIA, 5.00%, 1/1/2032 Aaa 2,000,000 2,103,000 Triborough Bridge & Tunnel Authority, Revenue Bond, Subordinate Bonds, FGIC, 5.00%, 11/15/2032 Aaa 1,000,000 1,063,940 Warwick Valley Central School District, G.O. Bond, FSA, 5.60%, 1/15/2018 Aaa 575,000 636,071 Warwick Valley Central School District, G.O. Bond, FSA, 5.625%, 1/15/2022 Aaa 380,000 420,079 Wayne County, Public Impt., G.O. Bond, MBIA, 4.125%, 6/1/2024 Aaa 500,000 501,200 West Seneca Central School District, G.O. Bond, FSA, 5.00%, 5/1/2011 Aaa 300,000 328,863 Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2008 Aaa 185,000 188,767 Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2008 Aaa 60,000 62,135 Westchester County, Unrefunded Balance, G.O. Bond, Series A, 4.75%, 12/15/2008 Aaa 5,000 5,097 Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2009 Aaa 180,000 183,665 Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2009 Aaa 65,000 67,313 Westchester County, Unrefunded Balance, G.O. Bond, Series A, 4.75%, 12/15/2009 Aaa 5,000 5,097 Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2011 Aaa 15,000 15,106 Westchester County, G.O. Bond, Series B, 3.70%, 12/15/2015 Aaa 1,000,000 1,015,770 Western Nassau County Water Authority, Water Systems, Revenue Bond, AMBAC, 5.65%, 5/1/2026 Aaa 350,000 364,564 William Floyd Union Free School District of the Mastics-Moriches-Shirley, G.O. Bond, AMBAC, 5.70%, 6/15/2008 Aaa 405,000 436,043 Williamsville Central School District, G.O. Bond, MBIA, 5.00%, 6/15/2012 Aaa 490,000 540,862 Wyandanch Union Free School District, G.O. Bond, FSA, 5.60%, 4/1/2017 Aaa 500,000 529,850 The accompanying notes are an integral part of the financial statements. 8 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------ TOTAL NEW YORK MUNICIPAL SECURITIES (Identified Cost $72,141,285) $75,606,704 ------------ SHORT-TERM INVESTMENTS - 4.1% Dreyfus BASIC New York Municipal Money Market Fund (Identified Cost $3,298,540) 3,298,540 3,298,540 ------------ TOTAL INVESTMENTS - 98.9% (Identified Cost $75,439,825) 78,905,244 OTHER ASSETS, LESS LIABILITIES - 1.1% 863,624 ------------ NET ASSETS - 100% $79,768,868 ============ KEY: G.O. Bond - General Obligation Bond Impt. - Improvement Scheduled principal and interest payments are guaranteed by: AMBAC (AMBAC Assurance Corp.) FGIC (Financial Guaranty Insurance Co.) FSA (Financial Security Assurance) MBIA (MBIA, Inc.) The insurance does not guarantee the market value of the municipal bonds. *Credit ratings from Moody's (unaudited) 1Credit ratings from S&P (unaudited) The Series' portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: FGIC - 33.0%; MBIA - 19.6%; AMBAC - 15.3%; FSA - 13.9%. The accompanying notes are an integral part of the financial statements. 9 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $75,439,825) (Note 2) $78,905,244 Interest receivable 830,691 Receivable for fund shares sold 97,922 Dividends receivable 5,740 ----------- TOTAL ASSETS 79,839,597 ----------- LIABILITIES: Accrued management fees (Note 3) 32,385 Accrued fund accounting and transfer agent fees (Note 3) 9,761 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Audit fees payable 15,010 Payable for fund shares repurchased 12,242 Other payables and accrued expenses 269 ----------- TOTAL LIABILITIES 70,729 ----------- TOTAL NET ASSETS $79,768,868 =========== NET ASSETS CONSIST OF: Capital stock $ 75,286 Additional paid-in-capital 75,837,352 Undistributed net investment income 300,469 Accumulated net realized gain on investments 90,342 Net unrealized appreciation on investments 3,465,419 ----------- TOTAL NET ASSETS $79,768,868 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($79,768,868/7,528,566 shares) $ 10.60 =========== The accompanying notes are an integral part of the financial statements. 10 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Interest $1,622,141 Dividends 27,237 ---------- Total Investment Income 1,649,378 ---------- EXPENSES: Management fees (Note 3) 192,557 Fund accounting and transfer agent fees (Note 3) 56,628 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 5,951 Miscellaneous 18,344 ---------- Total Expenses 279,927 ---------- NET INVESTMENT INCOME 1,369,451 ---------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 71,551 Net change in unrealized appreciation on investments 3,821 ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 75,372 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,444,823 ========== The accompanying notes are an integral part of the financial statements. 11 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED) 12/31/04 -------------- ------------ INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment income $ 1,369,451 $ 2,517,497 Net realized gain on investments 71,551 113,033 Net change in unrealized appreciation on investments 3,821 (621,898) -------------- ------------ Net increase from operations 1,444,823 2,008,632 -------------- ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 8): From net investment income (1,361,504) (3,015,370) From net realized gain on investments - (223,458) -------------- ------------ Total distributions to shareholders (1,361,504) (3,238,828) -------------- ------------ CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 3,865,645 12,857,412 -------------- ------------ Net increase in net assets 3,948,964 11,627,216 NET ASSETS: Beginning of period 75,819,904 64,192,688 -------------- ------------ END OF PERIOD (including undistributed net investment income of $300,469 and $292,522, respectively) $ 79,768,868 $75,819,904 ============== ============ The accompanying notes are an integral part of the financial statements. 12 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.58 $ 10.77 $ 10.89 $ 10.36 $ 10.36 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.18 0.36 0.42 0.46 0.46 Net realized and unrealized gain (loss) on investments 0.03 (0.07) -2 0.54 (0.05) -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.21 0.29 0.42 1.00 0.41 -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income (0.19) (0.45) (0.41) (0.42) (0.41) From net realized gain on investments - (0.03) (0.13) (0.05) - -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders (0.19) (0.48) (0.54) (0.47) (0.41) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 10.60 $ 10.58 $ 10.77 $ 10.89 $ 10.36 ============== ===================== ========== ========== ========== Total return1 1.96% 2.83% 3.90% 9.81% 3.96% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 0.73%3 0.75% 0.75%* 0.73% 0.72% Net investment income 3.56%3 3.57% 3.80% 4.20% 4.23% Portfolio turnover 4% 7% 17% 6% 7% NET ASSETS - END OF PERIOD (000's omitted) $ 79,769 $ 75,820 $ 64,193 $ 63,961 $ 66,295 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 9.62 ---------- Income (loss) from investment operations: Net investment income 0.43 Net realized and unrealized gain (loss) on investments 0.73 ---------- Total from investment operations 1.16 ---------- Less distributions to shareholders: From net investment income (0.42) From net realized gain on investments - ---------- Total distributions to shareholders (0.42) ---------- NET ASSET VALUE - END OF PERIOD $ 10.36 ========== Total return1 12.24% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 0.68% Net investment income 4.51% Portfolio turnover 8% NET ASSETS - END OF PERIOD (000's omitted) $ 66,443 ========== *The investment advisor did not impose all of its management fee. If these expenses had been incurred by the Series, the expense ratio (to average net assets) for the year ended 12/31/03 would have been increased by 0.00%4. 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the year ended 12/31/03. Periods less than one year are not annualized. 2Less than $0.01 per share. 3Annualized. 4Less than 0.01%. The accompanying notes are an integral part of the financial statements. 13 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION New York Tax Exempt Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as New York Tax Exempt Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the "Service"). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund's Board of Directors. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Interest income, including amortization of premium and accretion of discounts, 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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. 14 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income are made quarterly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.50% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 0.75% of average daily net assets each year. For the six months ended June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, are charged. Expenses not directly attributable to a series are allocated based on each series' 15 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $6,958,223 and $3,195,900, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of New York Tax Exempt Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- ------------------------ Shares Amount Shares Amount ------------------- ---------------- ---------- ------------ Sold 635,207 $ 6,732,006 1,344,216 $14,370,660 Reinvested 122,178 1,282,365 288,035 3,053,897 Repurchased (392,546) (4,148,726) (430,022) (4,567,145) ------------------- ---------------- ---------- ------------ Total 364,839 $ 3,865,645 1,202,229 $12,857,412 =================== ================ ========== ============ Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. CONCENTRATION OF CREDIT The Series primarily invests in debt obligations issued by the State of New York and its political subdivisions, agencies and public authorities to obtain funds for various public purposes. The Series is more susceptible to factors adversely affecting issues of New York municipal securities than is a municipal bond fund that is not concentrated in these issues to the same extent. 8. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series' net asset value. Any such reclassifications are not reflected in the financial highlights. 16 <page> Notes to Financial Statements (unaudited) 8. FEDERAL INCOME TAX INFORMATION (continued) The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended December 31, 2004 were as follows: Ordinary income $ 25,857 Tax exempt income 2,989,513 Long-term capital gains 223,458 At June 30, 2005, 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 $75,394,283 Unrealized appreciation $ 3,629,329 Unrealized depreciation (118,368) ------------ Net unrealized appreciation $ 3,510,961 ============ 17 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 18 <page> Exeter Fund, Inc. Semi-Annual Report June 30, 2005 Diversified Tax Exempt <page> <page> Shareholder Expense Example (unaudited) As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, including potential wire charges on redemptions and (2) ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Series' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as potential wire charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Beginning Ending Expenses Paid Account Value Account Value During Period* 1/1/05 6/30/05 1/1/05-6/30/05 -------------- -------------- --------------- Actual $ 1,000.00 $ 1,023.50 $ 3.66 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,021.17 $ 3.66 *Expenses are equal to the Series' annualized expense ratio (for the six-month period) of 0.73%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. 1 <page> Portfolio Composition as of June 30, 2005 (unaudited) <graphic> <pie chart> BOND TYPES1 General Obligation Bonds 65.2% Revenue Bonds 26.1% Certificate of Participation 1.7% Tax Allocation 1.6% Special Tax 0.5% Cash, short-term investments, and other assets, less liabilities 4.9% 1As a percentage of net assets. CREDIT QUALITY RATINGS2,3 Aaa 81.6% Aa 12.2% A 1.3% Unrated investments, such as, cash, short-term investments, and other assets, less liabilities 4.9% 2As a percentage of net assets. 3Based on ratings from Moody's. The Series may use different ratings provided by other rating agencies for purposes of determining compliance with the Series' investment policies. TOP TEN STATES4 Pennsylvania 6.0% California 4.7% Florida 4.7% Texas 4.6% New Jersey 4.6% Massachusetts 4.5% Georgia 4.1% New York 4.0% Tennessee 4.0% Illinois 3.9% 4As a percentage of total investments. 2 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- MUNICIPAL SECURITIES - 95.1% ALABAMA - 2.7% Bessemer Governmental Utility Services Corp., Water Supply, Revenue Bond, MBIA, 5.20%, 6/1/2024 Aaa $ 500,000 $ 533,860 Fort Payne Waterworks Board, Revenue Bond, AMBAC, 3.50%, 7/1/2015 Aaa 665,000 656,156 Hoover Board of Education, Capital Outlay Warrants, Special Tax Warrants, MBIA, 5.25%, 2/15/2017 Aaa 500,000 545,370 Mobile County Board of School Commissioners, Capital Outlay Warrants, G.O. Bond, Series B, AMBAC, 5.00%, 3/1/2018 Aaa 500,000 539,310 Odenville Utilities Board Water, Revenue Bond, MBIA, 4.30%, 8/1/2028 Aaa 500,000 499,840 ----------- 2,774,536 ----------- ARIZONA - 1.6% Salt River Project, Agricultural Impt. & Power District, Certificate of Participation, MBIA, 5.00%, 12/1/2011 Aaa 1,500,000 1,647,030 ----------- CALIFORNIA - 4.6% California State, G.O. Bond, 5.25%, 2/1/2023 A3 500,000 566,140 California State, G.O. Bond, 4.75%, 12/1/2028 A3 795,000 805,081 Chula Vista Elementary School District, G.O. Bond, Series F, MBIA, 4.80%, 8/1/2024 Aaa 435,000 454,462 Chula Vista Elementary School District, G.O. Bond, Series F, MBIA, 4.875%, 8/1/2025 Aaa 425,000 445,812 Oak Grove School District, G.O. Bond, FSA, 5.25%, 8/1/2024 Aaa 500,000 519,150 Richmond Joint Powers Financing Authority, Tax Allocation, Series A, MBIA, 5.25%, 9/1/2025 Aaa 1,570,000 1,697,578 Wiseburn School District, G.O. Bond, Series A, FGIC, 5.25%, 8/1/2016 Aaa 330,000 353,843 ----------- 4,842,066 ----------- COLORADO - 1.9% Broomfield Water Activity, Enterprise Water, Revenue Bond, MBIA, 5.00%, 12/1/2015 Aaa 700,000 767,109 Denver City & County School District No. 1, G.O. Bond, FGIC, 5.00%, 12/1/2023 Aaa 1,000,000 1,069,900 El Paso County School District No. 020, G.O. Bond, Series A, MBIA, 6.20%, 12/15/2007 Aaa 160,000 172,930 ----------- 2,009,939 ----------- DELAWARE - 1.0% Delaware Transportation Authority, Revenue Bond, MBIA, 5.00%, 7/1/2011 Aaa 1,000,000 1,101,040 ----------- The accompanying notes are an integral part of the financial statements. 3 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- FLORIDA - 4.6% Florida State, Jacksonville Transportation, Prerefunded Balance, G.O. Bond, Series A, 5.00%, 7/1/2027 Aa1 $ 710,000 $ 748,354 Florida State Board of Education, Capital Outlay, G.O. Bond, Series A, 5.00%, 6/1/2027 Aa1 750,000 788,917 Florida State Board of Education, Capital Outlay, Public Education, G.O. Bond, Series C, AMBAC, 5.00%, 6/1/2011 Aaa 425,000 466,306 Florida State Board of Education, Capital Outlay, Public Education, G.O. Bond, Series A, FSA, 4.50%, 6/1/2025 Aa1 1,280,000 1,303,565 Hillsborough County, Capital Impt. Program, County Center Project, Revenue Bond, Series B, MBIA, 5.125%, 7/1/2022 Aaa 400,000 415,512 Miami-Dade County, Educational Facilities Authority, Revenue Bond, Series A, AMBAC, 5.00%, 4/1/2015 Aaa 510,000 563,978 Tohopekaliga Water Authority, Utility System, Revenue Bond, Series A, FSA, 5.00%, 10/1/2028 Aaa 510,000 543,303 ----------- 4,829,935 ----------- GEORGIA - 4.1% Atlanta, Prerefunded Balance, G.O. Bond, 5.60%, 12/1/2018 Aa3 350,000 364,511 Atlanta, Water & Wastewater, Revenue Bond, Series A, MBIA, 5.00%, 11/1/2033 Aaa 310,000 324,775 Atlanta, Water & Wastewater, Revenue Bond, FSA, 5.00%, 11/1/2043 Aaa 1,500,000 1,583,505 Georgia State, G.O. Bond, Series B, 5.65%, 3/1/2012 Aaa 200,000 229,210 Georgia State, G.O. Bond, Series B, 4.00%, 3/1/2022 Aaa 1,270,000 1,265,352 Rockdale County, Water & Sewer Authority, Revenue Bond, FSA, 5.00%, 7/1/2022 Aaa 450,000 478,395 ----------- 4,245,748 ----------- HAWAII - 0.3% Hawaii State, G.O. Bond, Series CH, 6.00%, 11/1/2007 Aa2 260,000 278,658 ----------- ILLINOIS - 3.8% Chicago, G.O. Bond, FGIC, 5.25%, 1/1/2027 Aaa 250,000 265,727 Chicago, G.O. Bond, MBIA, Series A, 5.00%, 1/1/2034 Aaa 830,000 870,720 Chicago Neighborhoods Alive 21 Program, G.O. Bond, FGIC, 5.375%, 1/1/2026 Aaa 500,000 537,745 Cook County, G.O. Bond, Series A, FGIC, 5.00%, 11/15/2022 Aaa 750,000 793,147 Illinois State, Certificate of Participation, Series 1995 A, MBIA, 5.60%, 7/1/2010 Aaa 100,000 102,236 Illinois State, G.O. Bond, 5.00%, 12/1/2027 Aa3 600,000 631,872 The accompanying notes are an integral part of the financial statements. 4 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- ILLINOIS (continued) Madison & St. Clair Counties School District No. 010 Collinsville, School Building, Prerefunded Balance, G.O. Bond, FGIC, 5.125%, 2/1/2019 Aaa $ 500,000 $ 549,750 Rock Island County School District No. 041 Rock Island, G.O. Bond, FSA, 5.125%, 12/1/2015 Aaa 200,000 212,304 ----------- 3,963,501 ----------- INDIANA - 1.4% Avon Community School Building Corp., Prerefunded Balance, Revenue Bond, AMBAC, 5.25%, 1/1/2022 Aaa 310,000 324,186 Avon Community School Building Corp., Unrefunded Balance, Revenue Bond, AMBAC, 5.25%, 1/1/2022 Aaa 615,000 639,852 La Porte County, G.O. Bond, FGIC, 5.20%, 1/15/2018 Aaa 300,000 331,074 Monroe County Community School Corp., Prerefunded Balance, Revenue Bond, MBIA, 5.25%, 7/1/2016 Aaa 125,000 132,065 ----------- 1,427,177 ----------- IOWA - 1.1% Indianola Community School District, G.O. Bond, FGIC, 5.20%, 6/1/2021 Aaa 425,000 467,730 Iowa City, Sewer, Revenue Bond, MBIA, 5.75%, 7/1/2021 Aaa 250,000 257,130 Iowa City Community School District, G.O. Bond, FSA, 4.00%, 6/1/2018 Aaa 425,000 427,571 ----------- 1,152,431 ----------- KANSAS - 1.4% Derby, Prerefunded Balance, G.O. Bond, Series A, FSA, 5.00%, 6/1/2015 Aaa 275,000 281,011 Johnson County Unified School District No. 229, G.O. Bond, Series A, 5.00%, 10/1/2014 Aa1 220,000 230,782 Johnson County Unified School District No. 231, Prerefunded Balance, G.O. Bond, Series A, FGIC, 5.75%, 10/1/2016 Aaa 500,000 554,700 Wyandotte County School District No. 204 Bonner Springs, G.O. Bond, Series A, FSA, 5.375%, 9/1/2015 Aaa 400,000 439,528 ----------- 1,506,021 ----------- KENTUCKY - 0.6% Jefferson County School District Finance Corp., School Building, Prerefunded Balance, Revenue Bond, Series A, MBIA, 5.00%, 2/1/2011 Aaa 300,000 310,131 Kentucky State Turnpike Authority, Economic Development, Revenue Bond, AMBAC, 6.50%, 7/1/2008 Aaa 250,000 275,702 ----------- 585,833 ----------- The accompanying notes are an integral part of the financial statements. 5 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- LOUISIANA - 3.2% Caddo Parish Parishwide School District, G.O. Bond, MBIA, 4.35%, 3/1/2026 Aaa $ 660,000 $ 661,360 Caddo Parish Parishwide School District, G.O. Bond, MBIA, 4.375%, 3/1/2027 Aaa 1,090,000 1,093,532 Lafayette Public Power Authority, Revenue Bond, Series A, AMBAC, 5.00%, 11/1/2012 Aaa 730,000 807,884 New Orleans Sewage Service, Revenue Bond, FGIC, 5.25%, 6/1/2012 Aaa 300,000 315,999 Orleans Parish, Parishwide School District, G.O. Bond, Series A, FGIC, 5.125%, 9/1/2016 Aaa 400,000 420,268 ----------- 3,299,043 ----------- MAINE - 0.8% Kennebec Water District, Revenue Bond, FSA, 5.125%, 12/1/2021 Aaa 750,000 790,665 ----------- MARYLAND - 0.3% Baltimore, Water Project, Revenue Bond, Series A, FGIC, 5.55%, 7/1/2009 Aaa 260,000 285,347 ----------- MASSACHUSETTS - 4.4% Boston, G.O. Bond, Series A, MBIA, 4.125%, 1/1/2021 Aaa 1,000,000 1,005,350 Boston, G.O. Bond, Series A, MBIA, 4.125%, 1/1/2022 Aaa 410,000 410,439 Lowell, State Qualified, G.O. Bond, AMBAC, 5.00%, 2/1/2020 Aaa 500,000 541,260 Massachusetts Bay Transportation Authority, General Transportation System, Prerefunded Balance, Revenue Bond, Series B, FSA, 5.25%, 3/1/2026 Aaa 315,000 323,338 Massachusetts Bay Transportation Authority, General Transportation System, Prerefunded Balance, Revenue Bond, Series B, FSA, 5.25%, 3/1/2026 Aaa 185,000 190,086 Massachusetts State, G.O. Bond, Series C, AMBAC, 5.75%, 8/1/2010 Aaa 400,000 448,612 Massachusetts State, G.O. Bond, Series D, 5.25%, 10/1/2014 Aa2 1,000,000 1,131,340 Plymouth, G.O. Bond, MBIA, 5.25%, 10/15/2020 Aaa 100,000 109,417 Richmond, G.O. Bond, MBIA, 5.00%, 4/15/2021 Aaa 400,000 430,208 ----------- 4,590,050 ----------- MICHIGAN - 3.3% Comstock Park Public Schools, G.O. Bond, FSA, 5.50%, 5/1/2011 Aaa 150,000 153,603 Detroit City School District, School Building & Site Impt., G.O. Bond, Series B, FGIC, 5.00%, 5/1/2033 Aaa 750,000 792,233 Holly Area School District, G.O. Bond, FGIC, 5.00%, 5/1/2022 Aaa 500,000 526,865 Hudsonville Public Schools, G.O. Bond, FGIC, 5.15%, 5/1/2027 Aaa 225,000 235,550 The accompanying notes are an integral part of the financial statements. 6 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- MICHIGAN (continued) Lincoln Park School District, G.O. Bond, FGIC, 5.00%, 5/1/2026 Aaa $ 480,000 $ 499,522 Muskegon Water, Revenue Bond, FSA, 4.75%, 5/1/2019 Aaa 565,000 579,701 Oakland County, George W. Kuhn Drain District, G.O. Bond, Series B, 5.375%, 4/1/2021 Aaa 475,000 506,901 St. Joseph County, Sewer Disposal Systems - Constantine, G.O. Bond, FSA, 5.00%, 4/1/2012 AAA1 100,000 102,640 ----------- 3,397,015 ----------- MINNESOTA - 1.5% Albert Lea Independent School District No. 241, G.O. Bond, MBIA, 5.00%, 2/1/2018 Aaa 500,000 505,650 Big Lake Independent School District No. 727, G.O. Bond, MBIA, 5.50%, 2/1/2014 Aaa 500,000 521,845 Minneapolis, G.O. Bond, Series B, 5.20%, 3/1/2013 Aa1 300,000 301,305 Western Minnesota Municipal Power Agency, Revenue Bond, 6.625%, 1/1/2016 Aaa 175,000 209,451 ----------- 1,538,251 ----------- MISSISSIPPI - 1.6% Biloxi Public School District, Revenue Bond, MBIA, 5.00%, 4/1/2017 Aaa 500,000 539,830 De Soto County School District, G.O. Bond, FSA, 5.00%, 2/1/2013 Aaa 1,000,000 1,095,220 ----------- 1,635,050 ----------- MISSOURI - 0.6% Metropolitan St. Louis Sewer District Wastewater System, Revenue Bond, Series A, MBIA, 3.60%, 5/1/2013 Aaa 600,000 608,586 ----------- NEVADA - 2.4% Clark County Transportation, G.O. Bond, Series A, FGIC, 4.50%, 12/1/2019 Aaa 500,000 509,410 Clark County Public Facilities, G.O. Bond, Series C, FGIC, 5.00%, 6/1/2024 Aaa 425,000 448,307 Nevada State, Project Nos. 66 & 67, Prerefunded Balance, G.O. Bond, Series A, FGIC, 5.00%, 5/15/2028 Aaa 625,000 661,819 Nevada State, Project Nos. 66 & 67, Unrefunded Balance, G.O. Bond, Series A, FGIC, 5.00%, 5/15/2028 Aaa 125,000 130,150 Truckee Meadows, Water Authority, Revenue Bond, Series A, FSA, 5.00%, 7/1/2025 Aaa 750,000 794,182 ----------- 2,543,868 ----------- NEW JERSEY - 4.5% East Brunswick Township Board of Education, G.O. Bond, FSA, 4.50%, 11/1/2028 Aaa 835,000 848,076 The accompanying notes are an integral part of the financial statements. 7 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- NEW JERSEY (continued) East Brunswick Township Board of Education, G.O. Bond, FSA, 4.50%, 11/1/2029 Aaa $1,000,000 $1,014,830 Essex County, G.O. Bond, Series A, MBIA, 4.50%, 5/1/2031 Aaa 500,000 505,525 Jersey City Water, Prerefunded Balance, G.O. Bond, FSA, 5.50%, 3/15/2011 Aaa 225,000 239,706 Morris County Impt. Authority, School District, Morris Hills Regional District, Revenue Bond, 3.70%, 10/1/2018 Aaa 540,000 535,615 North Hudson Sewerage Authority, Revenue Bond, FGIC, 5.25%, 8/1/2016 AAA1 250,000 258,678 South Brunswick Township Board of Education, G.O. Bond, MBIA, 4.125%, 8/1/2012 Aaa 1,200,000 1,257,660 ----------- 4,660,090 ----------- NEW MEXICO - 0.7% New Mexico Finance Authority, Public Project Revolving Fund, Revenue Bond, Series A, MBIA, 3.25%, 6/1/2013 Aaa 805,000 787,081 ----------- NEW YORK - 4.0% Erie County, Public Impt., G.O. Bond, Series A, FGIC, 5.00%, 9/1/2014 Aaa 380,000 418,809 Mount Morris Central School District, G.O. Bond, FGIC, 4.125%, 6/15/2014 Aaa 1,290,000 1,363,943 New York City Municpal Water Finance Authority, Revenue Bond, Series E, FGIC, 5.00%, 6/15/2026 Aaa 750,000 788,182 Orange County, G.O. Bond, 5.125%, 9/1/2024 Aa1 500,000 530,375 Orange County, G.O. Bond, Series A, 3.00%, 11/1/2006 Aa1 500,000 502,580 Spencerport Central School District, G.O. Bond, FSA, 5.00%, 11/15/2012 Aaa 350,000 374,507 Westchester County, G.O. Bond, 4.75%, 11/15/2016 Aaa 15,000 15,582 Westchester County, Unrefunded Balance, G.O. Bond, 4.75%, 11/15/2016 Aaa 135,000 138,455 ----------- 4,132,433 ----------- NORTH CAROLINA - 3.1% Cary, G.O. Bond, 5.00%, 3/1/2018 Aaa 700,000 769,741 Mecklenburg County, Public Impt., G.O. Bond, Series A, 4.125%, 2/1/2022 Aaa 1,455,000 1,462,406 Raleigh, G.O. Bond, 4.40%, 6/1/2017 Aaa 250,000 259,497 Union County, Prerefunded Balance, G.O. Bond, Series B, FGIC, 5.30%, 3/1/2013 Aaa 250,000 274,798 Wilson, G.O. Bond, AMBAC, 5.10%, 6/1/2019 Aaa 400,000 439,248 ----------- 3,205,690 ----------- OHIO - 2.5% Cleveland, Various Purposes, G.O. Bond, MBIA, 5.00%, 12/1/2012 Aaa 1,140,000 1,262,402 The accompanying notes are an integral part of the financial statements. 8 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- OHIO (continued) Newark City School District, School Impt., G.O. Bond, FGIC, 4.25%, 12/1/2027 Aaa $ 500,000 $ 494,990 Oak Hills Local School District, G.O. Bond, MBIA, 5.125%, 12/1/2025 Aaa 490,000 515,039 Springfield City School District, G.O. Bond, FGIC, 5.20%, 12/1/2023 Aaa 325,000 359,437 ----------- 2,631,868 ----------- OKLAHOMA - 0.7% Oklahoma State Turnpike Authority, Revenue Bond, Series A, FGIC, 5.00%, 1/1/2023 Aaa 750,000 787,035 ----------- OREGON - 3.1% Josephine County Unit School District Three Rivers, G.O. Bond, FSA, 5.25%, 6/15/2017 Aaa 825,000 917,210 Oregon State Board of Higher Education, G.O. Bond, Series B, 5.00%, 8/1/2033 Aa3 1,500,000 1,545,135 Salem, Pedestrian Safety Impts., Prerefunded Balance, G.O. Bond, FGIC, 5.50%, 5/1/2010 Aaa 255,000 261,125 Washington County School District No. 015 Forest Grove, G.O. Bond, FSA, 5.50%, 6/15/2017 Aaa 500,000 562,620 ----------- 3,286,090 ----------- PENNSYLVANIA - 5.9% Beaver County, G.O. Bond, MBIA, 5.15%, 10/1/2017 Aaa 300,000 313,734 Cambria County, Prerefunded Balance, G.O. Bond, Series A, FGIC, 6.10%, 8/15/2016 Aaa 65,000 66,474 Jenkintown School District, G.O. Bond, Series A, FGIC, 4.50%, 5/15/2032 Aaa 1,000,000 1,004,650 Pennsylvania State, G.O. Bond, MBIA, 5.00%, 1/1/2011 Aaa 1,500,000 1,640,790 Pennsylvania State Turnpike Commission, Revenue Bond, AMBAC, 5.375%, 7/15/2019 Aaa 530,000 589,206 Philadelphia, Water & Wastewater, Revenue Bond, MBIA, 5.60%, 8/1/2018 Aaa 20,000 20,505 Philadelphia, Water & Wastewater, Unrefunded Balance, Revenue Bond, MBIA, 5.60%, 8/1/2018 Aaa 130,000 132,938 Plum Boro School District, G.O. Bond, Series A, FGIC, 4.50%, 9/15/2030 AAA1 855,000 861,199 Uniontown Area School District, G.O. Bond, FSA, 4.35%, 10/1/2034 AAA1 1,500,000 1,476,465 ----------- 6,105,961 ----------- RHODE ISLAND - 1.0% Rhode Island Clean Water Finance Agency, Revenue Bond, Series A, MBIA, 5.00%, 10/1/2035 Aaa 1,000,000 1,051,680 ----------- The accompanying notes are an integral part of the financial statements. 9 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ----------- SOUTH CAROLINA - 3.3% Beaufort County School District, G.O. Bond, Series A, 5.00%, 3/1/2020 Aa1 $ 500,000 $ 547,580 Orangeburg County Consolidated School District 5, G.O. Bond, 5.625%, 3/1/2019 Aa1 800,000 879,112 South Carolina, Transportation Infrastructure Bank, Revenue Bond, Series A, AMBAC, 5.25%, 10/1/2021 Aaa 1,500,000 1,617,600 South Carolina State Highway, Prerefunded Balance, G.O. Bond, Series B, 5.625%, 7/1/2010 Aaa 350,000 367,342 ---------- 3,411,634 ----------- SOUTH DAKOTA - 0.6% Rapid City Area School District No. 51-4, Capital Outlay Certificates, G.O. Bond, FSA, 4.75%, 1/1/2018 Aaa 650,000 671,359 ----------- TENNESSEE - 3.9% Cleveland Water & Sewer, Prerefunded Balance, G.O. Bond, FGIC, 5.35%, 9/1/2023 Aaa 450,000 474,624 Johnson City School Sales Tax, Prerefunded Balance, G.O. Bond, AMBAC, 6.70%, 5/1/2021 Aaa 350,000 361,858 Rhea County, G.O. Bond, MBIA, 5.00%, 4/1/2018 Aaa 950,000 1,025,677 Shelby County, G.O. Bond, Series A, 5.50%, 3/1/2010 Aa2 2,000,000 2,211,660 ---------- 4,073,819 ----------- TEXAS - 4.5% Brazoria County, G.O. Bond, FGIC, 4.75%, 9/1/2011 Aaa 445,000 466,396 Brazos River Authority, Revenue Bond, Series B, FGIC, 4.25%, 12/1/2017 Aaa 1,125,000 1,150,132 McKinney Waterworks & Sewer, Revenue Bond, FGIC, 4.75%, 3/15/2024 Aaa 1,000,000 1,030,090 North Texas Municipal Water District, Regional Wastewater, Revenue Bond, FSA, 5.00%, 6/1/2012 Aaa 150,000 155,770 Richardson Independent School District, G.O. Bond, Series B, 5.00%, 2/15/2021 Aaa 500,000 516,455 San Patricio Municipal Water District, Revenue Bond, FSA, 5.20%, 7/10/2028 Aaa 490,000 519,601 Southlake Waterworks & Sewer System, G.O. Bond, AMBAC, 5.30%, 2/15/2011 Aaa 350,000 355,491 Waller Consolidated Independent School District, G.O. Bond, 4.75%, 2/15/2023 Aaa 500,000 512,115 ---------- 4,706,050 ----------- UTAH - 2.6% Alpine School District, Prerefunded Balance, G.O. Bond, FGIC, 5.375%, 3/15/2009 Aaa 250,000 258,150 Mountain Regional Water Special Service District, Revenue Bond, MBIA, 5.00%, 12/15/2030 Aaa 1,240,000 1,316,334 The accompanying notes are an integral part of the financial statements. 10 <page> Investment Portfolio - June 30, 2005 (unaudited) CREDIT RATING* PRINCIPAL VALUE (UNAUDITED) AMOUNT (NOTE 2) ----------- ---------- ------------ UTAH (continued) St. George, Parks and Recreation, G.O. Bond, AMBAC, 4.00%, 8/1/2019 Aaa $ 795,000 $ 795,580 Utah State Building Ownership Authority, Revenue Bond, Series C, FSA, 5.50%, 5/15/2011 Aaa 300,000 335,451 ------------ 2,705,515 ------------ VIRGINIA - 1.2% Norfolk, Capital Impt., G.O. Bond, MBIA, 4.375%, 3/1/2024 Aaa 685,000 694,412 Richmond, G.O. Bond, Series B, FSA, 4.75%, 7/15/2023 Aaa 400,000 417,652 Spotsylvania County Water & Sewer Systems, Revenue Bond, MBIA, 5.25%, 6/1/2016 Aaa 130,000 138,609 ------------ 1,250,673 ------------ WASHINGTON - 3.1% Franklin County, G.O. Bond, FGIC, 5.125%, 12/1/2022 Aaa 1,000,000 1,084,260 King County, G.O. Bond, Series B, MBIA, 5.00%, 1/1/2030 Aaa 400,000 413,800 King County, Sewer, Revenue Bond, Series A, MBIA, 4.50%, 1/1/2032 Aaa 1,070,000 1,070,000 Seattle, Prerefunded Balance, G.O. Bond, Series A, 5.75%, 1/15/2020 Aa1 230,000 233,892 Washington State, G.O. Bond, Series A, 5.00%, 1/1/2023 Aa1 410,000 424,215 ------------ 3,226,167 ------------ WISCONSIN - 3.2% East Troy School District, G.O. Bond, Series A, MBIA, 4.625%, 10/1/2011 Aaa 400,000 406,780 Kenosha, G.O. Bond, Series B, FSA, 5.00%, 9/1/2011 Aaa 765,000 840,429 Oshkosh, Corporate Purposes, G.O. Bond, Series A, FGIC, 5.05%, 12/1/2021 Aaa 450,000 484,096 Stoughton Area School District, G.O. Bond, FGIC, 4.875%, 4/1/2016 Aaa 500,000 530,695 Two Rivers Public School District, Prerefunded Balance, G.O. Bond, FSA, 5.625%, 3/1/2019 Aaa 415,000 461,488 Washington County, Workforce Development Center, G.O. Bond, 3.75%, 3/1/2007 Aa2 25,000 25,373 West De Pere School District, G.O. Bond, Series A, FSA, 5.25%, 10/1/2017 Aaa 500,000 546,140 ------------ 3,295,001 ------------ TOTAL MUNICIPAL SECURITIES (Identified Cost $94,808,862) 99,039,936 ------------ The accompanying notes are an integral part of the financial statements. 11 <page> Investment Portfolio - June 30, 2005 (unaudited) VALUE SHARES (NOTE 2) --------- ------------- SHORT-TERM INVESTMENTS - 3.2% Dreyfus Municipal Reserves - Class R (Identified Cost $3,308,888) 3,308,888 $ 3,308,888 ------------- TOTAL INVESTMENTS - 98.3% (Identified Cost $98,117,750) 102,348,824 OTHER ASSETS, LESS LIABILITIES - 1.7% 1,819,448 ------------- NET ASSETS - 100% $104,168,272 ============= KEY: G.O. Bond - General Obligation Bond Impt. - Improvement No. - Number Scheduled principal and interest payments are guaranteed by: AMBAC (AMBAC Assurance Corp.) FGIC (Financial Guaranty Insurance Co.) FSA (Financial Security Assurance) MBIA (MBIA, Inc.) The insurance does not guarantee the market value of the municipal bonds. *Credit ratings from Moody's (unaudited) 1Credit ratings from S&P (unaudited) The Series' portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: MBIA - 27.6%; FGIC - 21.3%; FSA - 18.4%. The accompanying notes are an integral part of the financial statements. 12 <page> Statement of Assets and Liabilities (unaudited) June 30, 2005 ASSETS: Investments, at value (identified cost $98,117,750) (Note 2) $102,348,824 Interest receivable 1,277,840 Receivable for fund shares sold 608,238 Dividends receivable 4,049 ------------ TOTAL ASSETS 104,238,951 ------------ LIABILITIES: Accrued management fees (Note 3) 42,155 Accrued fund accounting and transfer agent fees (Note 3) 12,171 Accrued Chief Compliance Officer services fees (Note 3) 1,062 Audit fees payable 14,812 Other payables and accrued expenses 479 ------------ TOTAL LIABILITIES 70,679 ------------ TOTAL NET ASSETS $104,168,272 ============ NET ASSETS CONSIST OF: Capital stock $ 94,163 Additional paid-in-capital 99,349,227 Undistributed net investment income 389,959 Accumulated net realized gain on investments 103,849 Net unrealized appreciation on investments 4,231,074 ------------ TOTAL NET ASSETS $104,168,272 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE ($104,168,272/9,416,319 shares) $ 11.06 ============ The accompanying notes are an integral part of the financial statements. 13 <page> Statement of Operations (unaudited) For the Six Months Ended June 30, 2005 INVESTMENT INCOME: Interest $2,016,052 Dividends 37,470 ---------- Total Investment Income 2,053,522 ---------- EXPENSES: Management fees (Note 3) 237,340 Fund accounting and transfer agent fees (Note 3) 68,486 Directors' fees (Note 3) 3,459 Chief Compliance Officer services fees (Note 3) 2,988 Custodian fees 6,365 Miscellaneous 27,594 ---------- Total Expenses 346,232 ---------- NET INVESTMENT INCOME 1,707,290 ---------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 99,349 Net change in unrealized appreciation on investments 544,389 ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 643,738 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,351,028 ========== The accompanying notes are an integral part of the financial statements. 14 <page> Statements of Changes in Net Assets FOR THE SIX MONTHS ENDED FOR THE 6/30/05 YEAR ENDED (UNAUDITED 12/31/04 -------------- ------------ INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment income $ 1,707,290 $ 2,770,680 Net realized gain on investments 99,349 79,105 Net change in unrealized appreciation on investments 544,389 85,958 -------------- ------------ Net increase from operations 2,351,028 2,935,743 -------------- ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 7): From net investment income (1,658,346) (3,183,863) From net realized gain on investments - (64,781) -------------- ------------ Total distributions to shareholders (1,658,346) (3,248,644) -------------- ------------ CAPITAL STOCK ISSUED AND REPURCHASED: Net increase from capital share transactions (Note 5) 17,034,586 23,000,395 -------------- ------------ Net increase in net assets 17,727,268 22,687,494 NET ASSETS: Beginning of period 86,441,004 63,753,510 -------------- ------------ END OF PERIOD (including undistributed net investment income of $389,959 and $341,015, respectively) $ 104,168,272 $86,441,004 ============== ============ The accompanying notes are an integral part of the financial statements. 15 <page> Financial Highlights FOR THE SIX MONTHS ENDED 6/30/05 FOR THE YEARS ENDED (UNAUDITED) 12/31/04 12/31/03 12/31/02 12/31/01 -------------- --------------------- ---------- ---------- ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 10.99 $ 11.04 $ 11.00 $ 10.54 $ 10.57 -------------- --------------------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.18 0.37 0.41 0.44 0.45 Net realized and unrealized gain (loss) on investments 0.08 0.04 0.10 0.51 (0.06) -------------- --------------------- ---------- ---------- ---------- Total from investment operations 0.26 0.41 0.51 0.95 0.39 -------------- --------------------- ---------- ---------- ---------- Less distributions to shareholders: From net investment income (0.19) (0.45) (0.41) (0.41) (0.41) From net realized gain on investments - (0.01) (0.06) (0.08) (0.01) -------------- --------------------- ---------- ---------- ---------- Total distributions to shareholders (0.19) (0.46) (0.47) (0.49) (0.42) -------------- --------------------- ---------- ---------- ---------- NET ASSET VALUE - END OF PERIOD $ 11.06 $ 10.99 $ 11.04 $ 11.00 $ 10.54 ============== ===================== ========== ========== ========== Total return1 2.35% 3.80% 4.65% 9.21% 3.72% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 0.73%2 0.77% 0.78% 0.82% 0.78% Net investment income 3.60%2 3.63% 3.83% 4.07% 4.26% Portfolio turnover 2% 5% 7% 11% 3% NET ASSETS - END OF PERIOD (000's omitted) $ 104,168 $ 86,441 $ 63,754 $ 55,169 $ 53,266 ============== ===================== ========== ========== ========== FOR THE YEAR ENDED 12/31/00 ---------- PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): NET ASSET VALUE - BEGINNING OF PERIOD $ 9.74 ---------- Income (loss) from investment operations: Net investment income 0.43 Net realized and unrealized gain (loss) on investments 0.81 ---------- Total from investment operations 1.24 ---------- Less distributions to shareholders: From net investment income (0.41) From net realized gain on investments - ---------- Total distributions to shareholders (0.41) ---------- NET ASSET VALUE - END OF PERIOD $ 10.57 ========== Total return1 12.92% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses 0.76% Net investment income 4.55% Portfolio turnover 1% NET ASSETS - END OF PERIOD (000's omitted) $ 46,649 ========== 1Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized. 2Annualized. The accompanying notes are an integral part of the financial statements. 16 <page> Notes to Financial Statements (unaudited) 1. ORGANIZATION Diversified Tax Exempt Series (the "Series") is a no-load diversified series of Exeter Fund, Inc. (the "Fund"). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Series' investment objective is to provide as high a level of current income exempt from federal income tax as the Advisor believes is consistent with the preservation of capital. The Fund's Advisor is Manning & Napier Advisors, Inc. (the "Advisor"), doing business as Exeter Asset Management. 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 1.7 billion shares of common stock each having a par value of $0.01. As of June 30, 2005, 1.16 billion shares have been designated in total among 21 series, of which 50 million have been designated as Diversified Tax Exempt Series common stock. 2. SIGNIFICANT ACCOUNTING POLICIES SECURITY VALUATION Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the "Service"). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund's Board of Directors. Securities for which representative valuations or prices are not available from the Fund's pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund's Board of Directors. Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market value. Investments in open-end investment companies are valued at their net asset value per share on valuation date. SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES Security transactions are accounted for on trade date. Interest income, including amortization of premium and accretion of discounts, 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 Directors, taking into consideration, among other things, the nature and type of expense. The Series uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes. FEDERAL TAXES The Series' policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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. 17 <page> Notes to Financial Statements (unaudited) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) DISTRIBUTIONS OF INCOME AND GAINS Distributions to shareholders of net investment income are made quarterly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date. OTHER The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement (the "Agreement") with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.50% of the Series' average daily net assets. Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series' organization. The Advisor also provides the Fund with necessary office space and fund administration 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 the Special Assistant Secretary's salary, which is paid by BISYS Fund Services Ohio, Inc. ("BISYS")), 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 per meeting fee for each active series of the Fund plus a fee for each committee meeting attended. The Advisor has voluntarily agreed, until at least December 31, 2005, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total expenses for the Series at no more than 0.78% of average daily net assets each year. For the six months ended June 30, 2005, the Advisor did not waive its management fee or reimburse any expenses of the Series. 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. Effective November 1, 2003, the Master Services Agreement between the Fund and the Advisor, which covers fund accounting services and transfer agent services, was amended. Under the amended agreement, for providing these services, the Fund pays the Advisor an annual fee of 0.15% of the Fund's average daily net assets up to $900 million, 0.11% for the Fund's average daily net assets between $900 million and $1.5 billion, and 0.07% for the Fund's average daily net assets over $1.5 billion. These fee rates are scheduled to be reduced each year through 2007. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund's Compliance Program, 18 <page> Notes to Financial Statements (unaudited) 3. TRANSACTIONS WITH AFFILIATES (continued) are charged. Expenses not directly attributable to a series are allocated based on each series' relative net assets or number of accounts, depending on the expense. The Advisor has an agreement with BISYS under which BISYS serves as sub-accounting services and sub-transfer agent. 4. PURCHASES AND SALES OF SECURITIES For the six months ended June 30, 2005, purchases and sales of securities, other than short-term securities, were $16,914,087 and $1,499,350, respectively. 5. CAPITAL STOCK TRANSACTIONS Transactions in shares of Diversified Tax Exempt Series were: FOR THE SIX MONTHS FOR THE YEAR ENDED 6/30/05 ENDED 12/31/04 ------------------------------------- ------------------------ Shares Amount Shares Amount ------------------- ---------------- ---------- ------------ Sold 1,910,897 $ 21,036,339 2,625,078 $28,823,549 Reinvested 143,462 1,565,607 281,111 3,071,337 Repurchased (506,384) (5,567,360) (815,090) (8,894,491) ------------------- ---------------- ---------- ------------ Total 1,547,975 $ 17,034,586 2,091,099 $23,000,395 =================== ================ ========== ============ Substantially all of the Series' shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. 6. FINANCIAL INSTRUMENTS The Series may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities to assist in managing exposure to various market risks. These financial instruments include written options and futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. No such investments were held by the Series on June 30, 2005. 7. FEDERAL INCOME TAX INFORMATION The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. 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, 2004 were as follows: Ordinary income $ 40,000 Tax exempt income 3,143,863 Long-term capital gains 64,781 19 <page> Notes to Financial Statements (unaudited) 7. FEDERAL INCOME TAX INFORMATION (continued) At June 30, 2005, 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 $98,078,914 Unrealized appreciation $ 4,294,299 Unrealized depreciation (24,389) ------------ Net unrealized appreciation $ 4,269,910 ============ 20 <page> [This page intentionally left blank] 21 <page> Literature Requests (unaudited) PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------------------------------------------- A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request: By phone 1-800-466-3863 On the Securities and Exchange Commission's (SEC) web site http://www.sec.gov PROXY VOTING RECORD - -------------------------------------------------------------------------------- Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The Series' complete schedule of portfolio holdings for the 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov The Series' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (SAI) - -------------------------------------------------------------------------------- The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request: By phone 1-800-466-3863 On the SEC's web site http://www.sec.gov On the Advisor's web site http://www.manningnapieradvisors.com/www/exeter_fund.asp ADDITIONAL INFORMATION AVAILABLE AT WWW.MANNINGNAPIERADVISORS.COM/WWW/EXETER_FUND.ASP - -------------------------------------------------------------------------------- 1. Fund Holdings - month-end 2. Fund Holdings - quarter-end 3. Shareholder Report - Annual 4. Shareholder Report - Semi-Annual 22 <page> 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: SCHEDULE OF INVESTMENTS SEE INVESTMENT PORTFOLIOS UNDER ITEM 1 ON THIS FORM N-CSR. ITEM 7: DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES NOT APPLICABLE. ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES NOT APPLICABLE. ITEM 9: PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS NOT APPLICABLE. ITEM 10: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS THERE HAVE BEEN NO MATERIAL CHANGES TO THE PROCEDURE BY WHICH SHAREHOLDERS MAY RECOMMEND NOMINEES TO THE REGISTRANT'S BOARD OF DIRECTORS. ITEM 11: CONTROLS AND PROCEDURES (a) Based on their evaluation of the Funds' disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds' Principal Executive Officer and Principal Financial Officer have concluded that the Funds' disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds' officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above. (b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds' internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds' internal control over financial reporting. ITEM 12: EXHIBITS (A)(1) NOT APPLICABLE FOR SEMI-ANNUAL REPORTS. (A)(2) SEPARATE CERTIFICATIONS FOR THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER, AS REQUIRED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND RULE 30A-2(A) UNDER THE INVESTMENT COMPANY ACT OF 1940, ARE ATTACHED AS EX-99.CERT. (A)(3) NOT APPLICABLE. (B) A CERTIFICATION OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER, AS REQUIRED BY 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, AND RULE 30A-2(B) UNDER THE INVESTMENT COMPANY ACT OF 1940, IS ATTACHED AS EX-99.906CERT. THE CERTIFICATION FURNISHED PURSUANT TO THIS PARAGRAPH IS NOT DEEMED TO BE "FILED" FOR PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, OR OTHERWISE SUBJECT TO THE LIABILITY OF THAT SECTION. SUCH CERTIFICATION IS NOT DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE REGISTRANT SPECIFICALLY INCORPORATES THEM BY REFERENCE. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Exeter Fund, Inc. /S/ B. Reuben Auspitz B. Reuben Auspitz President & Principal Executive Officer of Exeter Fund, Inc. August 29, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ B. Reuben Ausptiz B. Reuben Auspitz President & Principal Executive Officer of Exeter Fund, Inc. August 29, 2005 /s/ Christine Glavin Christine Glavin Chief Financial Officer & Principal Financial Officer of Exeter Fund, Inc. August 29, 2005