MANNING & NAPIER INSURANCE FUND INC, 485BPOS, 2000-05-01

MANNING & NAPIER INSURANCE FUND INC
485BPOS, 2000-05-01

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000
Registration Nos.
33-64667
811-07439
==================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 5 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 6 [X]

(Check appropriate box or boxes.)

MANNING & NAPIER INSURANCE FUND, INC.
_________________________________________________
(Exact name of registrant as specified in charter)

1100 Chase Square
Rochester, New York 14604
___________________________________________________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (716) 325-6880

B. Reuben Auspitz
c/o Manning & Napier Insurance Fund, Inc.
1100 Chase Square
Rochester, NY 14604

(Name and Address of Agent For Service)

Copies to:

Judith A. Hasenauer, Esq.
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

====================================================================
It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b)
/X/ on May 1, 2000 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Title of Securities Being Registered: Investment Company Shares
====================================================================

<PAGE>
Prospectus May 1, 2000

EXETER INSURANCE FUND, INC.

Moderate Growth Portfolio
Growth Portfolio
Maximum Horizon Portfolio
Small Cap Portfolio
Equity Portfolio
Bond Portfolio

[LOGO]

The Securities and Exchange Commission has not approved or disapproved
these securities or determined whether this prospectus is accurate or complete.
Any statement to the contrary is a crime.

<PAGE>

[This page intentionally left blank]

<PAGE>

CONTENTS PAGE

Goals, Strategies, and Risks
Moderate Growth Portfolio 4
Growth Portfolio 6
Maximum Horizon Portfolio 8
Small Cap Portfolio 10
Equity Portfolio 12
Bond Portfolio 14
More About the Portfolios' Investments 16
Management 17
Investment Information 18
Financial Highlights 19

Shares of the Fund are offered to life insurance companies for allocation to
certain of their variable annuity contracts and variable life insurance
policies. As of the date of this prospectus, shares of the Small Cap,
Equity, and Bond Portfolios are no longer available for sale. The Fund was
formerly know as the Manning & Napier Insurance Fund, Inc. Goals,
Strategies, and Risks

PAGE 3
<PAGE>

GOALS, STRATEGIES, AND RISKS

Moderate Growth Portfolio

INVESTMENT GOAL

Equal emphasis on long-term growth of capital and preservation of capital.

INVESTMENT STRATEGIES

The Moderate Growth Portfolio is one of three asset allocation portfolios in the
Fund, and it is managed more conservatively than the Growth Portfolio and the
Maximum Horizon Portfolio. From time-to-time the Advisor will vary the
proportions invested in common stocks, fixed income securities, and cash. This
decision will be based on the Advisor's view of the relative attractiveness of
each asset class in light of market and economic conditions and the investment
goals of the Portfolio. Decisions on the specific securities within the stock
and bond portions of the Portfolio are based on valuations and expected returns
of the sectors within each category.

The Portfolio invests primarily in common stocks and intermediate to
long-term fixed income securities of the U.S. government and U.S.
companies. The Portfolio may also invest in American Depository Receipts
(ADRs) and other U.S. dollar denominated securities of foreign issuers,
including those in emerging markets. The Advisor typically focuses on
fixed income securities with maturities of 5 to 10 years but may invest
in securities of any maturity. The Advisor seeks to balance conflicting goals
of growth of capital and preservation of capital in order to generate a more
stable rate of growth for this Portfolio relative to an investment in the
general stock market.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

Because the Portfolio invests in both stocks and bonds, the value of your
investment may fluctuate in response to stock market movements and changes in
interest rates. This means that you could lose money on your investment in the
Portfolio or the Portfolio could underperform if any of the following occurs:

_ U.S. and/or foreign stock or bond markets decline.
_ An adverse event, such as an unfavorable earnings report, depresses the
value of a particular company's stock.
_ Interest rates go up, which will make bond prices go down and reduce the
value of the Portfolio's bond holdings.
_ The issuer of a bond owned by the Portfolio defaults on its obligation to
pay principal and/or interest or has its credit rating downgraded.
This risk is higher for lower quality bonds.

Because the Portfolio may invest in U.S. dollar denominated securities of
foreign issuers, the value of your investment may decline if prices of foreign
securities go down because of foreign government actions, political instability
or the more limited availability of accurate information about foreign
companies. These risks may be more severe for securities of issuers in emerging
markets.

The value of your investment may also decline if the Advisor's judgments about
the attractiveness, relative value or potential appreciation of a particular
sector, security, country or hedging strategy prove to be incorrect.

PAGE 4

<PAGE>

SUMMARY OF PAST PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Portfolio. The bar chart shows changes in the performance of
the Portfolio for each full calendar year since its inception. The total return
table shows how the average annual total returns of the Portfolio for different
periods compare to those of the Lehman Brothers Intermediate Bond Index
and a blended index, 30% of which is the Standard & Poor's 500 Stock
Price Index and 70% of which is the Lehman Brothers Intermediate Bond
Index. Since the Portfolio's asset allocation may vary over time, the
Portfolio's composition may not match the benchmarks' composition at any
given time.

The Lehman Brothers Intermediate Bond Index is an unmanaged index of corporate
and government bonds with maturities ranging from one to ten years. The S&P
500 Stock Price Index is an unmanaged index of common stocks.

MODERATE GROWTH PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Moderate Growth Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 12.73% for 1997, 6.25% in 1998, and 4.06% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/99) 1 Year on 11/1/96
<S> <C> <C>
Moderate Growth Portfolio 4.06% 7.57%
Lehman Bros. Inter. Bond Index. 0.39% 5.42%
30%-70% Blended Index 6.37% 12.10%

Quarterly Returns
Highest: 6.46% in the 2nd quarter 1997
Lowest: -2.93% in 3rd quarter 1999
</TABLE>

Past performance does not necessarily indicate how the Portfolio will perform in
the future. In addition, the fees and expenses related to your variable annuity
contract or variable life policy have not been included in the calculation of
performance shown. Therefore, the actual performance you would have received
through your contract or policy would have been less than the results shown.

PAGE 5

<PAGE>

GOALS, STRATEGIES, AND RISKS

Growth Portfolio

INVESTMENT GOAL

Primary: Long-term growth of capital.
Secondary: Preservation of capital.

INVESTMENT STRATEGIES

The Growth Portfolio is one of three asset allocation portfolios in the Fund; it
is managed more aggressively than the Moderate Growth Portfolio and more
conservatively than the Maximum Horizon Portfolio. From time-to-time the
Advisor may vary the proportions invested in common stocks, fixed income
securities, and cash. This decision will be based on the Advisor's view of the
relative attractiveness of each asset class in light of market and economic
conditions and the investment goals of the Portfolio. Decisions on the specific
securities within the stock and bond portions of the Portfolio are based on
valuations and expected returns of the sectors within each category.

The Portfolio invests primarily in common stocks and securities
convertible into stock, but may also invest a substantial portion of its
assets in long-term, fixed income securities of the U.S. government and
U.S. companies. The Portfolio may also invest in American Depository Receipts
ADRs) and other U.S. dollar denominated securities of foreign issuers,
including those in emerging markets. The Advisor typically focuses on fixed
income securities with maturities of 7 to 20 years but may invest in
securities of any maturity. By focusing on growth of capital and, to a
lesser extent on preservation of capital, the Advisor seeks to participate, over
the long term, in the growth of the stock market, but with less volatility
than is typically associated with an investment in the general stock market.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

PAGE 6

<PAGE>

SUMMARY OF PAST PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Portfolio. The bar chart shows changes in the performance of
the Portfolio for each full calendar year since its inception. The total return
table shows how the average annual total returns of the Portfolio for different
periods compare to those of the Merrill Lynch Corporate and Government
Master Bond Index and a blended index, 50% of which is the Standard & Poor's 500
Stock Price Index and 50% of which is the Lehman Brothers Aggregate Bond
Index. Since the Portfolio's asset allocation may vary over time, the
Portfolio's composition may not match the benchmarks' composition at any
given time.

The Merrill Lynch Corporate and Government Master Bond Index is comprised of
investment grade securities with maturities greater than one year. The S&P 500
Stock Price Index is an unmanaged index of common stocks. The Lehman
Brothers Aggregate Bond Index is an unmanaged index of investment grade
bonds and mortgage-backed securities with maturities of at least one year.

GROWTH PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Growth Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 19.23% for 1997, 2.07% in 1998, and 12.74% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/99) 1 Year on 11/1/96
<S> <C> <C>
Growth Portfolio 12.74% 11.36%
M.L. Corporate and Government
Master Bond Index 0.39% 5.42%
50%-50% Blended Index 9.80% 16.75%

Quarterly Returns
Highest: 11.18% in 2nd quarter 1997
Lowest: -9.31% in 3rd quarter 1998
</TABLE>

PAGE 7

<PAGE>

GOALS, STRATEGIES, AND RISKS

Maximum Horizon Portfolio

INVESTMENT GOAL

Long-term growth of capital.

INVESTMENT STRATEGIES

The Maximum Horizon Portfolio is one of three asset allocation portfolios in the
Fund, and it is managed more aggressively than the Moderate Growth Portfolio and
the Growth Portfolio. From time-to-time the Advisor may vary the proportions
invested in common stocks, fixed income securities, and cash. This decision
will be based on the Advisor's view of the relative attractiveness of each asset
class in light of market and economic conditions and the investment goals of the
Portfolio. Decisions on the specific securities within the stock and bond
portions of the Portfolio are based on valuations and expected returns of the
sectors within each category.

The Portfolio invests primarily in common stocks, but may invest to a limited
extent in fixed income securities of the U.S. government and U.S. companies.
The Portfolio may also invest in American Depository Receipts (ADRs) and other
U.S. dollar denominated securities of foreign issuers, including those in
emerging markets. The Advisor seeks to generate the high level of long-term
capital growth typically associated with an investment in the general stock
market for this Portfolio.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

As with any growth fund, the value of your investment will typically fluctuate
in response to stock market movements. This means that you could lose money on
your investment in the Portfolio or the Portfolio could underperform if any of
the following occurs:

_ U.S. and/or foreign stock or bond markets decline.
_ An adverse event, such as an unfavorable earnings report, depresses the
value of a particular company's stock.

Because the Portfolio may also invest in bonds and U.S. dollar denominated
securities of foreign issuers, the Portfolio carries additional risks. If
interest rates go up, bond prices will generally go down and reduce the value of
the Portfolio's bond holdings. Prices of foreign securities may go down because
of foreign government actions, political instability or the more limited
availability of accurate information about foreign companies. These risks may
be more severe for securities of issuers in emerging markets.

The value of your investment may also decline if the Advisor's judgments about
the attractiveness, relative value and potential appreciation of a particular
security or strategy prove to be incorrect.

PAGE 8

<PAGE>

SUMMARY OF PAST PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Portfolio. The bar chart shows changes in the performance of
the Portfolio for each full calendar year since its inception. The total return
table shows how the average annual total returns of the Portfolio for different
calendar periods compare to those of the Standard & Poor's 500 Stock
Price Index. Since the Portfolio's asset allocation may vary over time,
The Portfolio's composition may not match the benchmark's composition at any
Given time. The S&P 500 Stock Price Index is an unmanaged index of
common stocks.

MAXIMUM HORIZON PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Maximum Horizon Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 23.69% for 1997, 3.91% in 1998, and 34.28% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/99) 1 Year on 11/1/96
<S> <C> <C>
Maximum Horizon Portfolio 34.28% 20.43%
S&P 500 Index 21.04% 28.15%

Quarterly Returns
Highest: 20.05% in 4th quarter 1998
Lowest: -19.73% in 3rd quarter 1998
</TABLE>

PAGE 9

<PAGE>

GOALS, STRATEGIES, AND RISKS

Small Cap Portfolio

INVESTMENT GOAL

Provide long-term growth of capital by investing principally in the common
stocks of small companies.

INVESTMENT STRATEGIES

The Portfolio invests primarily in common stocks of small companies. The
Portfolio defines a small company generally as one with a market capitalization
of less than $1.6 billion. The Portfolio may also invest in American
Depository Receipts (ADRs) and common stocks of foreign companies. In
addition, the Portfolio may hold sizable investments in cash and short-term
fixed income securities when the Advisor is unable to find appropriate
small company investments.

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection. The Advisor analyzes factors such as the management, financial
condition, and market position of individual companies to select small companies
that it believes will make attractive long-term investments. The Advisor looks
for one or more of the following characteristics:

_ Strong strategic profiles (e.g., strong market position, benefits from
technology, capital appreciation in a mature market and high
barriers to entry).
_ Improving market share in consolidating industries.
_ Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

As with any stock fund, the value of your investment may fluctuate in response
to stock market movements. You could lose money on your investment in the
Portfolio or the Portfolio could underperform if any of the following occurs:

_ The U.S. and/or foreign stock markets go down.
_ Small company stocks go down in value or underperform larger company
stocks.
_ An adverse event, such as an unfavorable earnings report, depresses the
value of a particular company's stock.
_ The Advisor's judgments about the attractiveness, relative value or
potential appreciation of a security or strategy prove to be
incorrect.

In addition to the general risks of stock funds, the Portfolio has special risks
due to its concentration in small company stocks. These risks include the
following:

_ The stocks of small companies may be subject to more abrupt or erratic
market movements than the stocks of larger companies.
_ The stocks of small companies may be less marketable than the stocks of
larger companies.
_ Small companies may have limited product lines, markets, or financial
resources, and they may depend on a small management group. As a
result, small companies fail more often than larger companies.

At times the Portfolio may hold a sizable cash position, which may reduce the
Portfolio's performance during periods when small company stocks are increasing
in value.

PAGE 10

<PAGE>

SUMMARY OF PAST PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Portfolio. The bar chart shows changes in the performance of
the Portfolio for each full calendar year since its inception. The total return
table shows how the average annual total returns of the Portfolio for different
periods compare to those of the Standard & Poor's 500 Stock
Price Index, an unmanaged index of common stocks, and the Russell 2000 Index,
an unmanaged index of small company stocks.

SMALL CAP PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Small Cap Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 13.23% for 1997, -11.18% in 1998, and 8.60% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/98) 1 Year on 11/1/96
<S> <C> <C>
Small Cap Portfolio 8.60% 5.11%
S&P 500 Index 21.04% 28.15%
Russell 2000 Index 21.26% 14.72%

Quarterly Returns
Highest: 22.40% in 2nd quarter 1997
Lowest: -26.30% in 3rd quarter 1998
</TABLE>

PAGE 11

<PAGE>

GOALS, STRATEGIES, AND RISKS

Equity Portfolio

INVESTMENT GOAL

Long-term growth of capital.

INVESTMENT STRATEGIES

The Portfolio invests primarily in common stocks of U.S. companies. The
Portfolio may also invest in American Depository Receipts (ADRs) and other U.S.
dollar denominated securities of foreign issuers, including those in emerging
markets. The Advisor seeks to generate the high level of long-term capital
growth typically associated with an investment in the general stock market for
this Portfolio.

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection. The Advisor analyzes factors such as the management, financial
condition, and market position of individual companies to select companies that
it believes will make attractive long-term investments. The Advisor looks for
one or more of the following characteristics:

_ Strong strategic profiles (e.g., strong market position, benefits from
technology, market share gains in a mature market and high
barriers to entry).
_ Improving market share in consolidating industries.
_ Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

_ U.S. and/or foreign stock markets decline.
_ An adverse event, such as an unfavorable earnings report, depresses the
value of a particular company's stock.

Because the Portfolio may also invest in U.S. dollar denominated securities of
foreign issuers, the Portfolio carries additional risks. Prices of foreign
securities may go down because of foreign government actions, political
instability or the more limited availability of accurate information about
foreign companies. These risks may be more severe for securities of issuers in
emerging markets.

PAGE 12

<PAGE>

SUMMARY OF PAST PERFORMANCE

EQUITY PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Equity Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 21.46% for 1997, 3.69% in 1998, and 43.26% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/99) 1 Year on 11/1/96
<S> <C> <C>
Equity Portfolio 43.26% 22.57%
S&P 500 Index 21.04% 28.15%

Quarterly Returns
Highest: 27.51% in 4th quarter 1998
Lowest: 21.57% in 3rd quarter 1998
</TABLE>

PAGE 13

<PAGE>

GOALS, STRATEGIES, AND RISKS

Bond Portfolio

INVESTMENT GOAL

Maximize total return (e.g., a combination of income and capital appreciation)
consistent with preservation of capital.

INVESTMENT STRATEGIES

The Portfolio invests primarily in fixed income securities of governmental and
corporate issuers located in the United States and foreign countries. These
include mortgage-backed securities.

MATURITY

The Portfolio is not subject to any maturity restrictions but may vary its
average dollar-weighted maturity depending on the Advisor's outlook for interest
rates.

CREDIT QUALITY

The Portfolio invests primarily in investment grade securities but may invest up
to 20% of assets in lower quality bonds, commonly known as "junk bonds."

BOND SELECTION PROCESS

The Advisor emphasizes those bond market sectors and selects for the Portfolio
those securities that it believes offer yields sufficient to compensate the
investor for the risks specific to the sector or security. In analyzing the
relative attractiveness of sectors and individual securities, the Advisor
considers:

_ Interest rate sensitivity of particular sectors and securities.
_ Narrowing or widening of interest rate spreads between sectors, securities
of different credit quality or securities of different maturities.
_ For mortgage-backed and asset-backed securities, anticipated changes in
average prepayment rates.

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

As with most bond funds, the value of your investment will typically fluctuate
with changes in interest rates. This means that you could lose money on your
investment in the Portfolio or the Portfolio could underperform if any of the
following occurs:

_ Interest rates go up, which will make bond prices go down and reduce the
value of the Portfolio's holdings.
_ The issuer of a bond owned by the Portfolio defaults on its obligation to
pay principal and/or interest or has its credit rating downgraded.
This risk is higher for lower quality bonds.
_ As interest rates decline, the issuers of securities held by the Portfolio
may prepay principal earlier than scheduled, forcing the Portfolio
to reinvest in lower yielding securities (prepayment or call risk).
_ As interest rates increase, slower than expected principal payments may
extend the average life of fixed income securities, locking in
below-market interest rates and reducing the value of those securities
(extension risk).
_ The Advisor's judgments about the attractiveness, relative value or
potential appreciation of a particular sector, security or hedging
strategy prove to be incorrect.

Because the Portfolio has no stated maturity target, the Portfolio may
experience greater price volatility in reaction to changing interest rates than
a fund investing in shorter-term bonds.

PAGE 14

<PAGE>

SUMMARY OF PAST PERFORMANCE

The Merrill Lynch Corporate and Government Master Bond Index is comprised of
investment grade securities with maturities greater than one year.

BOND PORTFOLIO % TOTAL RETURN

[Bar chart showing the percent total return for the Bond Portfolio
shares for 1997, 1998 and 1999, with calendar years ended December 31st. The
results are 9.81% for 1997, 9.65% in 1998, and -3.34% in 1999.]

<TABLE>
<CAPTION>
Avg. Annual Since
Total Returns Inception
(for periods ended 12/31/99) 1 Year on 11/1/96
<S> <C> <C>
Bond Portfolio -3.34% 4.71%
M.L. Corporate and Government
Master Bond Index -2.05% 5.55%

Quarterly Returns
Highest: 5.56% in 3rd quarter 1998
Lowest: -1.94% in 1st quarter 1999
</TABLE>

PAGE 15

<PAGE>

MORE ABOUT THE PORTFOLIOS' INVESTMENTS

PRINCIPAL INVESTMENTS

Equity Securities
Each of the Portfolios, with the exception of the Bond Portfolio, may
invest in equity securities. These equity securities will usually be
exchange-traded and over-the-counter (OTC) common stocks, but may include
preferred stocks, warrants, rights, convertible debt securities, and equity
participations.

Foreign Securities
The Bond Portfolio may invest in foreign bonds. Each of the other
Portfolios may invest in ADRs and other U.S. dollar denominated securities of
foreign issuers. ADRs are securities that are listed and traded in the United
States but represent an ownership interest in securities issued by a foreign
issuer. Prices of foreign securities may go down because of foreign government
actions, political instability or the more limited availability of accurate
information about foreign companies.

Fixed Income Securities
The Bond Portfolio invests primarily in a variety of fixed income
investments. The Moderate Growth, Growth, and Maximum Horizon Portfolios may
also invest in fixed income securities of any maturity or duration. These
securities may be issued by the U.S. government or any of its agencies, foreign
governments, supranational entities such as the World Bank, and U.S. and foreign
companies. Investments in fixed income securities may have all types of interest
rate payment and reset terms and may include mortgage-backed, asset-backed and
derivative securities. Each Portfolio invests primarily in investment grade
securities, but may invest up to 20% of assets in lower quality bonds, commonly
known as "junk bonds." These bonds are considered speculative because they have
a higher risk of issuer default, are subject to greater price volatility and may
be illiquid.

PORTFOLIO TURNOVER

Portfolio turnover occurs when securities are sold in a portfolio and new
securities are purchased. High portfolio turnover, such as
has occurred in the Moderate Growth, Growth, Maximum Horizon, and Small Cap
Portfolios, may lead to higher expenses for a portfolio due to increased
brokerage fees and other related expenses. Portfolio turnover of over 100% is
considered high.

DEFENSIVE INVESTING

The Portfolios may depart from their principal investment strategies by
taking temporary defensive positions in response to adverse market, economic or
political conditions. If a Portfolio takes a temporary defensive position, it
may be unable to achieve its investment goal.

THE PORTFOLIOS' INVESTMENT GOALS

The Portfolios' board of directors may change their investment goals
(described above under "Goals, Strategies, and Risks") without obtaining the
approval of the shareholders. The Portfolios might not succeed in achieving
their goals.

MANAGEMENT

THE ADVISOR

The Fund's Advisor is Exeter Asset Management, a division of Manning &
Napier Advisors, Inc., 1100 Chase Square, Rochester, New York 14604. Manning &
Napier Advisors, Inc. was founded in 1970, and it manages approximately $7
billion for individual and institutional investors. The Advisor is
responsible for the day-to-day operations of the Fund and generally is
responsible for supervision of the Fund's overall business affairs, service
providers and officers. A team made up of investment professionals and
analysts makes all of the Portfolios' investment decisions.

In return for the services it provides to each Portfolio, the Advisor receives a
management fee, which is computed daily and payable monthly by the Portfolios as
described below. The Advisor has agreed to limit the Portfolios' management
fees and other expenses. These limitations are temporary and may be changed at
any time.

Annual Management Fees (as a percentage of daily net assets)

Actual
management
fee paid for Contractual Current
year management expense
Portfolio ended 12/31/99 fee limitation
<S> <C> <C> <C>
Moderate Growth Portfolio 0% 1.00% 1.20%
Growth Portfolio 0% 1.00% 1.20%
Maximum Horizon Portfolio 0% 1.00% 1.20%
Small Cap Portfolio . . . 0% 1.00% 1.20%
Equity Portfolio 0% 1.00% 1.20%
Bond Portfolio 0% 0.50% 0.85%
</TABLE>

The Advisor may use its own resources to engage in activities that may promote
the sale of the Fund, including payments to third parties who provide
shareholder support servicing and distribution assistance.

Shares of the Fund are offered to life insurance companies ("life companies")
for allocation to variable annuity contracts and variable life insurance
contracts ("variable contracts"). Shares of the Fund are not offered or sold
directly to the public. Investors may only invest in the Portfolios through
variable contracts purchased from a life company. The insurance company will be
a legal shareholder in the Portfolio. Variable contract owners are not
shareholders in the Fund, but have a beneficial interest in it. Although
variable contract owners do not have the same rights as direct shareholders,
they are given many similar rights, such as voting rights under the rules of the
Securities and Exchange Commission that apply to registered investment
companies. Within limitations described in their variable contract, owners may
allocate the amounts under the contracts for ultimate investment in the various
Portfolios of the Fund. See the prospectus for the variable contract for a
description of (a) the variable contract, (b) the Portfolios of the Fund that
are available under that contract, and (c) the relationship between increases or
decreases in the net asset value of Fund shares (and any dividends or
distributions on such shares) and the benefits provided under the contract.

It is conceivable that in the future it may be disadvantageous for different
types of variable life insurance and variable annuity contracts to invest
simultaneously in the Fund. However, the Fund does not currently foresee any
such disadvantages. The Fund's board of directors intends to monitor for the
existence of any material irreconcilable conflict between or among such owners,
and the life insurance companies will take whatever remedial action may be
necessary.

The distributor of the Fund's shares is Manning & Napier Investor Services, Inc.
The distributor receives no fee from the Fund and there are no additional costs
to shareholders for this service. The Advisor may, from its own resources,
defray or absorb costs relating to distribution, including compensation of
employees who are involved in distribution.

PAGE 17

<PAGE>

INVESTMENT INFORMATION

PURCHASES AND REDEMPTIONS

The separate accounts of life insurance companies place orders to purchase and
redeem shares of each Portfolio based on, among other things, the amount of
premium payments to be invested and surrender and transfer requests to be
effected on that day pursuant to the variable contracts issued by life insurance
companies. Orders received in good order by the Fund before the close of
trading on the New York Stock Exchange (NYSE) will be executed at that day's
share price. Orders received in good order after that day's close will be
executed at the next business day's price. The Fund may suspend the sale of
shares at any time and may refuse any order to purchase shares.

Payment for redemptions will be made within three days after receipt of a
redemption request in good order. The Fund may postpone payment of redemption
proceeds for up to seven days, or suspend redemptions to the extent permitted by
law. The Fund may make payment for shares in part by giving the life insurance
company, as shareholder, portfolio securities. A shareholder that received a
redemption in kind might incur brokerage costs in converting the assets into
cash.

VALUATION OF SHARES

The Portfolios offer their shares at the net asset value (NAV) per share of the
Portfolios. The Portfolios calculate their NAVs once daily as of the close of
regular trading on NYSE (generally at 4:00 p.m., New York time) on each day the
exchange is open. If the exchange closes early, the Portfolios will accelerate
the calculation of NAV and transaction deadlines to that time.

The Portfolios value the securities in their portfolios on the basis of market
quotations and valuations provided by independent pricing services. If
quotations are not readily available, or the value of a security has been
materially affected by events occurring after the closing of a foreign exchange,
the Portfolios value their assets by a method that the directors believe
accurately reflects fair value. If a Portfolio uses fair value to price
securities, it may value those securities higher or lower than another Portfolio
that uses market quotations to price the same securities.

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio generally pays dividends and makes capital gains distributions
once a year, in December. Each Portfolio also may pay additional distributions
and dividends at other times if necessary for the Portfolio to avoid a federal
tax. Capital gain distributions and dividends paid by each Portfolio are
reinvested in additional shares of that Portfolio unless an election has been
made on behalf of a life insurance company separate account to receive
distributions in cash.

PAGE 18

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the
Portfolios' financial performance for the period of the Portfolios' operations.
Certain information reflects financial results for a single share. The total
returns in the table represent the rate that an investor would have earned on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). Your total return would be less due to the fees and charges
under your variable annuity contract or variable life insurance policy. This
information has been audited by PricewaterhouseCoopers LLP, whose
report, along with the Portfolios' financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
Moderate Growth Portfolio
For the For the For the For the
Year Year Year Period
Per share data Ended Ended Ended 11/1/961 to
(for a share outstanding 12/31/1999 12/31/1998 12/31/1997 12/31/1996
throughout each period):
<S> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF PERIOD $10.95 $11.33 $10.11 $10.00
Income from investment operations:
Net investment income* 0.24 0.35 0.36 0.07
Net realized and unrealized
gain (loss)
on investments 0.21 0.29 0.93 0.04
Total from investment operations. 0.45 0.64 1.29 0.11
Less distributions to shareholders:
From net investment income. (0.34) (0.36) (0.07) -
From net realized gain on investments (0.68) (0.66) - -
Total distributions to shareholders (1.02) (1.02) (0.07) -
NET ASSET VALUE - END OF PERIOD $10.38 $10.95 $11.33 $10.11
Total return2 4.06% 6.25% 12.73% 1.10%
Ratios to average net assets/
Supplemental Data:
Expenses* 1.20% 1.20% 1.20% 1.20%3
Net investment income* 3.62% 3.25% 3.35% 4.08%3
Portfolio turnover 109% 69% 53% 0%
NET ASSETS - END OF PERIOD. $285,508 $153,324 $144,386 $128,104
<FN>
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's
expenses. If these expenses had been incurred by the Portfolio, and had 1996 expenses been
limited by state securities law, the net investment income per share and the ratios would have
been as follows:
Net investment income (loss) ($0.28) ($0.52) ($1.02) $0.04
Ratios (to average net assets):
Expenses* 9.20% 9.34% 14.16% 2.50%3
Net investment income* (4.38)% (4.89)% (9.61)% 2.78%3

Growth Portfolio
For the For the For the For the
Year Year Year Period
Per share data Ended Ended Ended 11/1/961 to
(for a share outstanding 12/31/1999 12/31/1998 12/31/1997 12/31/1996
throughout each period):
NET ASSET VALUE -
BEGINNING OF PERIOD $11.90 $12.17 $10.25 $10.00
Income from investment operations:
Net investment income* 0.39 0.20 0.17 0.05
Net realized and unrealized gain (loss)
on investments. . . . 1.10 0.014 1.8 0.20
Total from investment operations. . . . 1.49 0.20 1.97 0.25
Less distributions to shareholders:
From net investment income. . . . . . . (0.37) (0.09) (0.05) -
From net realized gain on investments . (0.45) (0.39) - -
Total distributions to shareholders . . (0.82) (0.48) (0.05) -
NET ASSET VALUE - END OF PERIOD . . . . $ 12.57 $ 11.90 $ 12.17 $ 10.25
Total return2 . . . . . . . . . . . . . 12.74% 2.07% 19.23% 2.50%
Ratios to average net assets/
Supplemental Data:
Expenses* . . . . . . . . . . 1.20% 1.20% 1.20% 1.20%3
Net investment income*. . . . 2.45% 2.47% 2.42% 3.11%3
Portfolio turnover. . . . . . . . . . . 82% 138% 90% 3%
NET ASSETS - END OF PERIOD. . . . . . . $525,048 $614,757 $318,228 $129,874
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's expenses
If these expenses had been incurred by the Portfolio, and had 1996 expenses been limited by state
securities law, the net investment income per share and the ratios would have been as follows:
Net investment income (loss) $(0.07) $0.03 ($0.51) $0.03
Ratios (to average net assets):
Expenses* 4.11% 3.30% 10.98% 2.50%3
Net investment income* - (0.46)% 0.37% (7.36)% 1.81%3
</TABLE>

1Commencement of operations.
2Represents aggregate total return for the period indicated.
3Annualized.
4The amount shown for a share outstanding does not correspond with the aggregate
net loss on investments for the period due to the timing of sales and repurchase
of portfolio shares in relation to fluctuating market values of the investments
of the portfolio.

PAGE 19

<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
MAXIMUM HORIZON PORTFOLIO
For the For the For the For the
Year Year Year Period
PER SHARE DATA Ended Ended Ended 11/1/961 to
(FOR A SHARE OUTSTANDING 12/31/1999 12/31/1998 12/31/1997 12/31/1996
THROUGHOUT EACH PERIOD):
<S> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF PERIOD. $10.66 $12.89 $10.44 $10.00
Income from investment operations:
Net investment income (loss)* 0.18 0.13 0.09 0.02
Net realized and unrealized
gain (loss)
on investments 3.34 (0.08)4 2.38 0.42
Total from investment operations 3.52 0.05 2.47 0.44
Less distributions to shareholders:
From net investment income (0.22) (0.16) (0.02) -
From net realized gain on investments (1.54) (2.12) - -
Total distributions to shareholders (1.76) (2.28) (0.02) -
NET ASSET VALUE - END OF PERIOD $12.42 $10.66 $12.89 $10.44
Total return2 34.28% 3.91% 23.69% 4.40%
Ratios of expenses (to average net
assets)
/Supplemental Data:
Expenses* 1.20% 1.20% 1.20% 1.20%3
Net investment income (loss)* 1.58% 1.08% 0.78% 1.43%3
Portfolio turnover 89% 100% 120% 4%
NET ASSETS - END OF PERIOD $228,243 $170,019 $163,538 $132,216
<FN>
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's expenses.
If these expenses had been incurred by the Portfolio, and had 1996 expenses been limited by state
securities law, the net investment income per share and the ratios would have been as follows:
Net investment income (loss) ($0.67) ($0.72) ($1.29) $0.00
Ratios (to average net assets):
Expenses* 8.56% 8.43% 12.76% 2.50%3
Net investment income (loss)* (5.78)% (6.15)% (10.78)% 0.13%3

SMALL CAP PORTFOLIO
For the For the For the For the
Year Year Year Period
PER SHARE DATA Ended Ended Ended 11/1/961 to
(FOR A SHARE OUTSTANDING 12/31/1999 12/31/1998 12/31/1997 12/31/1996
THROUGHOUT EACH PERIOD):
NET ASSET VALUE -
BEGINNING OF PERIOD $8.37 $12.13 $10.72 $10.00
Income from investment operations:
Net investment income (loss)* 0.09 0.03 -0.03 0.01
Net realized and unrealized gain (loss)
on investment 0.63 (1.67) 1.45 0.71
Total from investment operations 0.72 (1.64) 1.42 0.72
Less distributions to shareholders:
From net investment income (0.03) - (0.01) -
From net realized gain on investments (0.10) (2.12) - -
Total distributions to shareholders (0.13) (2.12) (0.01) -
NET ASSET VALUE - END OF PERIOD $8.96 $8.37 $12.13 $10.72
Total return2 8.60% -11.18% 13.23% 7.20%
Ratios of expenses (to average net
assets)
/Supplemental Data:
Expenses* 1.20% 1.20% 1.20% 1.20%3
Net investment income (loss)* 1.06% 0.33% (0.23)% 0.55%3
Portfolio turnover 75% 155% 72% 9%
NET ASSETS - END OF PERIOD $151,195 $139,197 $156,798 $138,374
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's expenses.
If these expenses had been incurred by the Portfolio, and had 1996 expenses been limited by state
securities law, the net investment income per share and the ratios would have been as follows:
Net investment income (loss) ($0.83) ($0.71) ($1.36) ($0.01)
Ratios (to average net assets):
Expenses* 12.12% 9.04% 12.53% 2.50%3
Net investment income (loss)* (9.86)% (7.51)% (11.56)% (0.75%)3
</TABLE>

1Commencement of operations.
2Represents aggregate total return for the period indicated.
3Annualized.
4The amount shown for a share outstanding does not correspond with the aggregate
net gain on investments for the period due to the timing of sales and repurchase
of portfolio shares in relation to fluctuating market values of the investments
of the portfolio.

PAGE 20

<PAGE>

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
EQUITY PORTFOLIO
For the For the For the For the
Year Year Year Period
PER SHARE DATA Ended Ended Ended 11/1/961 to
(FOR A SHARE OUTSTANDING 12/31/1999 12/31/1998 12/31/1997 12/31/1996
THROUGHOUT EACH PERIOD):
<S> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF PERIOD $12.19 $12.78 $10.56 $10.00
Income from investment operations:
Net investment income* 0.10 0.12 0.05 0.05
Net realized and unrealized gain (loss)
on investments 4.88 0.13 2.22 0.51
Total from investment operations 4.98 0.25 2.27 0.56
Less distributions to shareholders:
From net investment income (0.27) (0.05) (0.05) -
From net realized gain on investments (3.06) (0.79) - -
Total distribution to shareholders (3.33) (0.84) (0.05) -
NET ASSET VALUE - END OF PERIOD $13.84 $12.19 $12.78 $10.56
Total return 43.26% 3.69% 21.46% 5.60%
Ratios of expenses (to average net
assets) / Supplemental Data:
Expenses* 1.20% 1.20% 1.20% 1.20%3
Net investment income* 0.57% 0.98% 0.41% 2.84%3
Portfolio turnover 96% 68% 50% 29%
NET ASSETS - END OF PERIOD $245,855 $171,694 $165,489 $136,267
<FN>
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's expenses.
If these expenses had been incurred by the Portfolio, and had 1996 expenses been limited by state
securities law, the net investment income per share and the ratios would have been as follows:
Net investment income (loss) ($1.11) ($0.74) ($1.27) $0.03
Ratios (to average net assets):
Expenses* 8.21% 8.46% 12.44% 2.50%3
Net investment income* (6.44)% (6.28)% (10.83)% 1.54%3

BOND PORTFOLIO
For the For the For the For the
Year Year Year Period
PER SHARE DATA Ended Ended Ended 11/1/961 to
(FOR A SHARE OUTSTANDING 12/31/99 12/31/1998 12/31/1997 12/31/1996
THROUGHOUT EACH PERIOD):
NET ASSET VALUE -
BEGINNING OF PERIOD $11.35 $10.85 $9.94 $10.00
Income from investment operations:
Net investment income* 0.54 0.55 0.54 0.06
Net realized and unrealized gain (loss)
on investments (0.92) 0.49 0.43 (0.12)
Total from investment operations (0.38) 1.04 0.97 (0.06)
Less distributions to shareholders:
From net investment income (0.55) (0.54) (0.06) -
From net realized gain on investments (0.00) - - -
Total distribution to shareholders (0.55) (0.54) (0.06) -
NET ASSET VALUE - END OF PERIOD $10.42 $11.35 $10.85 $9.94
Total return2 (3.34)% 9.65% 9.81% (0.60)%
Ratios of expenses (to average net
assets) / Supplemental Data:
Expenses*. 0.85% 0.85% 0.85% 0.85%3
Net investment income* 5.13% 5.09% 5.29% 3.92%3
Portfolio turnover 10% 11% 0% 0%
NET ASSETS - END OF PERIOD $146,612 $151,583 $138,242 $125,875
*The investment advisor did not impose its management fee and paid a portion of the Portfolio's
expenses. If these expenses had been incurred by the Portfolio, and had 1996 expenses been
limited by state securities law, the net investment income per share and the ratios would have been
as follows:
Net investment income (loss) ($0.42) ($0.33) ($0.83) $0.04
Ratios (to average net assets):
Expenses* 9.99% 9.01% 14.27% 2.50%3
Net investment income* (4.01)% (3.07)% (8.13)% 2.27%3
</TABLE>

1Commencement of operations.
2Represents aggregate total return for the period indicated.
3Annualized.

PAGE 21

<PAGE>

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PAGE 22

<PAGE>

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PAGE 23

<PAGE>

EXETER INSURANCE FUND, INC.

Moderate Growth Portfolio
Growth Portfolio
Maximum Horizon Portfolio
Small Cap Portfolio
Equity Portfolio
Bond Portfolio

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

Shareholder Reports and the Statement of Additional Information (SAI). Annual
and semiannual reports to shareholders provide additional information about the
Portfolios' investments. These reports discuss the market conditions and
investment strategies that significantly affected each Portfolio's performance
during its last fiscal year. The SAI provides more detailed information about
the Portfolios. It is incorporated by reference into this prospectus.

HOW TO OBTAIN THESE REPORTS AND ADDITIONAL INFORMATION

_ You may obtain shareholder reports and the SAI or other information about the
Fund without charge, by calling 1-800-466-3863 or sending written requests
to Exeter Insurance Fund, P.O. Box 40610, Rochester, New York 14604. Any other
inquiries or requests may also be directed to this address or telephone number.

_ You may review and copy shareholder reports, the prospectus and SAI at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Information about the public reference room may be obtained by calling
1-202-942-8090. You can get copies of these materials for a fee by writing to
the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or
by e-mail to [email protected]. You can get the same reports and information
free from the EDGAR Database on the SEC's Internet web site
(http://www.sec.gov).

If someone makes a statement about the Portfolios that is not in this
prospectus, you should not rely upon that information. Neither the Fund nor its
distributor is offering to sell shares to any person to whom it may not lawfully
sell shares.

Investment Company Act file no. 811-07439

PAGE 24

<PAGE>

EXETER INSURANCE FUND, INC.

Statement of Additional Information dated May 1, 2000

This Statement of Additional Information is not a Prospectus, and it should be
read in conjunction with the Fund's Prospectus dated May 1, 2000,
copies of which may be obtained from Exeter Insurance Fund, Inc.,
1100 Chase Square, Rochester, NY 14604.

TABLE OF CONTENTS Page

DEFINITIONS B-2
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS OF THE FUND B-2
INVESTMENT POLICIES AND RISKS B-2
OTHER INVESTMENT POLICIES B-18
INVESTMENT RESTRICTIONS B-19
MANAGEMENT B-23
NET ASSET VALUE B-28
REDEMPTION OF SHARES B-28
TAXES B-29
SPECIAL CONSIDERATIONS B-30
DIVIDENDS AND DISTRIBUTIONS B-31
PERFORMANCE INFORMATION B-31
SHAREHOLDER COMMUNICATIONS B-32
FINANCIAL STATEMENTS B-32
APPENDIX - DESCRIPTION OF BOND RATINGS B-33

<PAGE>

DEFINITIONS

The "Fund" - Exeter Insurance Fund, Inc.

"Advisor" - Exeter Asset Management, the Fund's investment advisor.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS OF THE FUNDOBJECTIVES, POLICIES
AND RESTRICTIONS OF THE FUND

The Fund currently offers shares of beneficial interest of three of its six
Portfolios, the Moderate Growth Portfolio, Growth Portfolio, and Maximum
Horizon Portfolio. Each of the six Portfolios (the "Portfolios") has
Separate investment objectives and policies. The investment objectives and
policies of each of the Portfolios of the Fund are described in the
Prospectus. This Statement contains additional information concerning certain
Investment practices and investment restrictions of the Fund.

Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectus and in this Statement of
Additional Information are not fundamental, and the Directors may change the
investment objectives and policies of a Portfolio without an affirmative vote of
shareholders of the Portfolio. Except as otherwise noted below, the following
descriptions of certain investment policies and techniques are applicable to all
of the Portfolios.

Convertible bonds purchased by the Portfolios may have a call feature. Warrants
purchased by each Portfolio may or may not be listed on a national securities
exchange. None of the portfolios currently intends to engage in "short sales
against the box". All of the Portfolios' policies regarding options discussed
below are fundamental.

Investment Policies and Risks

EQUITY INVESTMENTS

Common Stocks. Each portfolio, with the exception of the Bond Portfolio, may
purchase common stocks. Common stocks are shares of a corporation or other
entity that entitle the holder to a pro rata share of the profits of the
corporation, if any, without preference over any other shareholder or class of
shareholders, including holders of the entity's preferred stock and other senior
equity. Common stock usually carries with it the right to vote and frequently
an exclusive right to do so.

Preferred Stocks. Each portfolio may invest in preferred stocks. Preferred
stocks may pay a dividend at a fixed rate, and may entitle the holder to acquire
the issuer's stock by exchange or purchase for a predetermined rate.

Convertible Securities. Each portfolio may invest in securities that are
convertible at either a stated price or stated rate into underlying shares of
common stock, thus enabling the investor to benefit from increases in the market
price of the common stock. Convertible securities provide higher yields than the
underlying equity, but generally offer lower yields than non-convertible
securities of similar quality. Like bonds, the value of convertible securities
fluctuates in relation to changes in interest rates and, in addition, also
fluctuates in relation to the underlying common stock. The principal factor in
selecting convertible bonds is the potential to benefit from movement in the
stock price. There is no minimum rating standard for the debt aspects of such
securities. Convertible bonds purchased by a portfolio may be subject to the
risk of being called by the issuer.

Warrants Each portfolio may purchase warrants. Warrants acquired by a
portfolio entitle it to buy common stock from the issuer at a specified price
and time. Warrants may be considered more speculative than certain other types

B-2

<PAGE>

of investments because they (1) do not carry rights to dividends or voting
rights with respect to the securities which they entitle the holder to purchase,
and (2) do not represent any rights in the assets of the issuer.

REITs. Each portfolio may invest in shares of real estate investment trusts
("REITs"), which are pooled investment vehicles that invest in real estate or
real estate loans or interests. Investing in REITs involves risks similar to
those associated with investing in equity securities of small capitalization
companies. REITs are dependent upon management skills, are not diversified, and
are subject to risks of project financing, default by borrowers,
self-liquidation, and the possibility of failing to qualify for the exemption
from taxation on distributed amounts under the Internal Revenue Code of 1986, as
amended (the "Code").

Trust Certificates, Partnership Interests and Equity Participations. Each
portfolio may invest in equity securities that are interests in non-corporate
entities. These securities, which include trust certificates, partnership
interests and equity participations, have different liability and tax
characteristics than equity securities issued by a corporation, and thus may
present additional risks to the portfolio. However, the investment
characteristics of these securities are similar to those of traditional
corporate equity securities.

FIXED INCOME INVESTMENTS

Corporate Debt Obligations. Each portfolio may invest in corporate debt
obligations issued by financial institutions and corporations. Corporate debt
obligations are subject to the risk of an issuer's inability to meet principal
and interest payments on the obligations and may also be subject to price
volatility due to such factors as market interest rates, market perception of
the creditworthiness of the issuer and general market liquidity.

U.S. Government Securities. Each Portfolio may invest in debt obligations of
varying maturities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Direct obligations of the U.S. Treasury which are backed by
the full faith and credit of the U.S. Government, include a variety of Treasury
securities that differ only in their interest rates, maturities and dates of
issuance. U.S. Government agencies or instrumentalities which issue or guarantee
securities include, but are not limited to, Fannie Mae, Export-Import Bank of
the United States, Small Business Administration, Governmental National Mortgage
Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation,
Federal Land Banks, the Tennessee Valley Authority, and the Student Loan
Marketing Association.

Obligations of U.S. Government agencies and instrumentalities may or may not be
supported by the full faith and credit of the United States. Some are backed by
the right of the issuer to borrow from the U.S. Treasury; others by
discretionary authority of the U.S. Government to purchase the agencies'
obligations; while still others, such as the Student Loan Marketing Association,
are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment, and may not be able to
assert a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment. A Portfolio will invest in
securities of such instrumentality only when the Advisor is satisfied that the
credit risk with respect to any instrumentality is minimal.

Mortgage-Backed Securities. Each Portfolio may invest in mortgage-backed
securities issued or guaranteed by U.S. Government agencies or instrumentalities
such as the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), and the Federal Home Loan Mortgage
Corporation ("FHLMC"). Obligations of GNMA are backed by the full faith and

B-3

<PAGE>

credit of the United States Government. Obligations of FNMA and FHLMC are not
backed by the full faith and credit of the United States Government but are
considered to be of high quality since they are considered to be
instrumentalities of the United States. The market value and interest yield of
these mortgage-backed securities can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans with a maximum
maturity of 30 years. However, due to scheduled and unscheduled principal
payments on the underlying loans, these securities have a shorter average
maturity and, therefore, less principal volatility than a comparable 30-year
bond. Since prepayment rates vary widely, it is not possible to accurately
predict the average maturity of a particular mortgage-backed security. The
scheduled monthly interest and principal payments relating to mortgages in the
pool will be "passed through" to investors. Government mortgage-backed
securities differ from conventional bonds in that principal is paid back to the
certificate holders over the life of the loan rather than at maturity. As a
result, there will be monthly scheduled payments of principal and interest. In
addition, there may be unscheduled principal payments representing prepayments
on the underlying mortgages. Although these securities may offer yields higher
than those available from other types of U.S. Government securities,
mortgage-backed securities may be less effective than other types of securities
as a means of "locking in" attractive long-term rates because of the prepayment
feature. For instance, when interest rates decline, the value of these
securities likely will not rise as much as comparable debt securities due to the
prepayment feature. In addition, these prepayments can cause the price of a
mortgage-backed security originally purchased at a premium to decline in price
to its par value, which may result in a loss.

Each Portfolio may also invest in collateralized mortgage obligations ("CMOs")
and real estate mortgage investment conduits ("REMICs"), which are rated in one
of the two top categories by Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. ("Moody's"). CMOs are securities collateralized by
mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds
representing an interest in a pool of mortgages where the cash
flow generated from the mortgage collateral pool is dedicated to bond
repayment), and mortgage-backed bonds (general obligations of the issuers
payable out of the issuer's general funds and additionally secured by a first
lien on a pool of single family detached properties). Many CMOs are issued with
a number of classes or series which have different maturities and are retired in
sequence. Investors purchasing such CMOs in the shortest maturities receive or
are credited with their pro rata portion of the scheduled payments of interest
and principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
of other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.

REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured by
an interest in real property. REMICs are similar to CMOs in that they issue
multiple classes of securities.

Asset-Backed Securities. Each portfolio may invest in asset-backed securities.
These securities, issued by trusts and special purpose corporations, are backed
by a pool of assets, such as credit card and automobile loan receivables,
representing the obligations of a number of different parties.

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Asset-backed securities present certain risks. For instance, in the case of
credit card receivables, these securities may not have the benefit of any
security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related automobile
receivables. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of the automobile receivables may not have a proper security
interest in all of the obligations backing such receivables. Therefore, there
is the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on these securities.

Asset-backed securities are often backed by a pool of assets representing the
obligations of a number of different parties. To lessen the effect of failures
by obligors to make payments on underlying assets, the securities may contain
elements of credit support which fall into two categories: (i) liquidity
protection and (ii) protection against losses resulting from ultimate default by
an obligor on the underlying assets. Liquidity protection refers to the
provision of advances, generally by the entity administering the pool of assets,
to ensure that the receipt of payments on the underlying pool occurs in a timely
fashion. Protection against losses resulting from ultimate default ensures
payment through insurance policies or letters of credit obtained by the issuer
or sponsor from third parties. The degree of credit support provided for each
issue is generally based on historical information respecting the level of
credit risk associated with the underlying assets. Delinquency or loss in
excess of that anticipated or failure of the credit support could adversely
affect the return on an instrument in such a security.

The estimated life of an asset-backed security varies with the prepayment
experience with respect to the underlying debt instruments. The rate of such
prepayments, and hence the life of an asset-backed security, will be primarily a
function of current market interest rates, although other economic and
demographic factors may be involved. For example, falling interest rates
generally result in an increase in the rate of prepayments of mortgage loans
while rising interest rates generally decrease the rate of prepayments.
Consequently, asset-backed securities are subject to call risk and extension
risk (described below).

Below Investment Grade Debt Securities. Each portfolio may invest up to 20% of
its assets in corporate debt securities rated below investment grade. High
risk, high yield securities rated below BBB or lower by S&P or Baa or lower by
Moody's are "below investment grade" and are considered to have speculative
characteristics and involve greater risk of default or price changes due to
changes in the issuer's credit-worthiness. Market prices of these securities
may fluctuate more than high-rated securities and they are difficult to price at
times because they are more thinly traded and less liquid securities. Market
prices may decline significantly in periods of general economic difficulty which
may follow periods of rising interest rates. Securities in the lowest rating
category may be in default. For these reasons, it is the portfolios' policy not
to rely primarily on ratings issued by established credit rating agencies, but
to utilize such ratings in conjunction with the Advisor's own independent and
ongoing review of credit quality. In the event a security is downgraded below
these ratings after purchase, the Advisor will review and take appropriate
action with regard to the security. Each portfolio will also seek to minimize
risk by diversifying its holdings.

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Yankee Bonds. Each portfolio may invest in U.S. dollar-denominated bonds sold
in the United States by non-U.S. issuers ("Yankee bonds"). As compared with
bonds issued in the United States, such bond issues normally carry a higher
interest rate but are less actively traded.

Obligations of Supranational Agencies. Currently, the Bond Portfolio and the
Equity Portfolio may purchase securities issued or guaranteed by supranational
agencies including, but not limited to, the following: Asian Development Bank,
Inter-American Development Bank, International Bank for Reconstruction and
Development (World Bank), African Development Bank, European Coal and Steel
Community, European Union, and the European Investment Bank. For concentration
purposes, supranational entities are considered an industry.

Zero-Coupon Bonds. Some of the securities in which the portfolios invest may
include so-called "zero-coupon" bonds. Zero-coupon bonds are issued at a
significant discount from face value and generally pay interest only at maturity
rather than at intervals during the life of the security. Each portfolio is
required to accrue and distribute income from zero-coupon bonds on a current
basis, even though it does not receive that income currently in cash. Thus, the
portfolio may have to sell investments to obtain cash needed to make income
distributions. The discount in the absence of financial difficulties of the
issuer decreases as the final maturity of the security approaches. Zero-coupon
bonds can be sold prior to their maturity date in the secondary market at the
then prevailing market value, which depends primarily on the time remaining to
maturity, prevailing level of interest rates and the perceived credit quality of
the issues. The market prices of zero-coupon securities are subject to greater
fluctuations in response to changes in market interest rates than bonds that pay
interest currently.

Variable and Floating Rate Instruments. Certain of the obligations purchased by
a portfolio may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. Such instruments bear interest at rates which are not
fixed, but which vary with changes in specified market rates or indices, such as
a Federal Reserve composite index. The interest rate on these securities may be
reset daily, weekly, quarterly, or at some other interval, and it may have a
floor or ceiling rate. There is a risk that the current interest rate on such
obligations may not accurately reflect existing market interest rates.

Short-Term Investments. For temporary defensive purposes during periods when
the Advisor determines that market conditions warrant, each portfolio may depart
from its investment goals and invest up to 100% of its assets in all types of
money market instruments (including securities guaranteed by the U.S.
Government, its agencies or instrumentalities, certificates of deposit, time
deposits and bankers' acceptances issued by banks or savings and loan
institutions deemed creditworthy by the Advisor, commercial paper rated A-1 by
S&P or Prime-1 by Moody's, repurchase agreements involving such securities and
shares of other investment companies as permitted by applicable law) and may
hold a portion of its assets in cash. For a description of the above ratings,
see the Appendix.

Risks of Fixed Income Securities. Investments in fixed income securities may
subject the portfolios to risks, including the following:

Interest Rate Risk. When interest rates decline, the market value of fixed
income securities tends to increase. Conversely, when interest rates increase,
the market value of fixed income securities tends to decline. The volatility of
a security's market value will differ depending upon the security's maturity and
duration, the issuer and the type of instrument.

Default Risk/Credit Risk. Investments in fixed income securities are subject to
the risk that the issuer of the security could default on its obligations,

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causing a portfolio to sustain losses on such investments. A default could
impact both interest and principal payments.

Call Risk and Extension Risk. Fixed income securities may be subject to both
call risk and extension risk. Call risk exists when the issuer may exercise its
right to pay principal on an obligation earlier than scheduled, which would
cause cash flows to be returned earlier than expected. This typically results
when interest rates have declined and a portfolio will suffer from having to
reinvest in lower yielding securities. Extension risk exists when the issuer
may exercise its right to pay principal on an obligation later than scheduled,
which would cause cash flows to be returned later than expected. This typically
results when interest rates have increased, and a portfolio will suffer from the
inability to invest in higher yield securities.

OTHER INVESTMENTS

Foreign Securities. Each of the portfolios may invest up to 25% of its assets
in foreign securities that are not publicly traded in the United States. The
portfolios' investments in foreign securities will be of the same types and
quality as the domestic securities in which the portfolios may invest. The
Advisor may invest in foreign securities when the anticipated performance of
foreign securities is believed by the Advisor to offer more potential than
domestic alternatives in keeping with the investment goals of the portfolios.
None of the portfolios will invest more than 25% of its assets in securities
issued by any one foreign government. Each portfolio may invest without limit
in equity securities of foreign issuers that are listed on a domestic securities
exchange or are represented by American Depository Receipts that are listed on a
domestic securities exchange or are traded in the United States on the
over-the-counter market. Foreign debt securities may be denominated either in
U.S. dollars or foreign currencies.

Each portfolio's restrictions on investment in foreign securities are
fundamental policies that cannot be changed without the approval of a majority,
as defined in the Investment Company Act of 1940 (the "1940 Act"), of the
outstanding voting securities of the portfolio.

There are risks in investing in foreign securities not typically involved in
domestic investing. An investment in foreign securities may be affected by
changes in currency rates and in exchange control regulations. Foreign
companies are frequently not subject to the accounting and financial reporting
standards applicable to domestic companies, and there may be less information
available about foreign issuers. There is frequently less government regulation
of foreign issuers than in the United States. In addition, investments in
foreign countries are subject to the possibility of expropriation or
confiscatory taxation, political or social instability or diplomatic
developments that could adversely affect the value of those investments. There
may also be imposition of withholding taxes. Foreign financial markets may have
less volume and longer settlement periods than U.S. markets which may cause
liquidity problems for a portfolio. In addition, costs associated with
transactions on foreign markets are generally higher than for transactions in
the U.S. These risks generally are greater for investments in securities of
companies in emerging markets, which are usually in the initial stages of their
industrialization cycle.

Obligations of foreign governmental entities are subject to various types of
governmental support and may or may not be supported by the full faith and
credit of a foreign government.

Currency Risks. The U.S. dollar value of securities denominated in a foreign
currency will vary with changes in currency exchange rates, which can be
volatile. Accordingly, changes in the value of the currency in which a
portfolio's investments are denominated relative to the U.S. dollar will affect

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the portfolio's net asset value. Exchange rates are generally affected by the
forces of supply and demand in the international currency markets, the relative
merits of investing in different countries and the intervention or failure to
intervene of U.S. or foreign governments and central banks. However, currency
exchange rates may fluctuate based on factors intrinsic to a country's economy.
Some emerging market countries also may have managed currencies, which are not
free floating against the U.S. dollar. In addition, emerging markets are
subject to the risk of restrictions upon the free conversion of their currencies
into other currencies. Any devaluations relative to the U.S. dollar in the
currencies in which a portfolio's securities are quoted would reduce the
portfolio's net asset value per share.

HEDGING (DERIVATIVE TRANSACTIONS)

WRITING COVERED CALL AND SECURED PUT OPTIONS

As a means of protecting their assets against market declines, and in an attempt
to earn additional income, each Portfolio may write covered call option
contracts on its securities and may purchase call options for the purpose of
terminating its outstanding obligations with respect to securities upon which
covered call option contracts have been written.

When a Portfolio writes a call option on securities which it owns, it gives the
purchaser of the option the right to buy the securities at an exercise price
specified in the option at any time prior to the expiration of the option. If
any option is exercised, a Portfolio will realize the gain or loss from the sale
of the underlying security and the proceeds of the sale will be increased by the
net premium originally received on the sale of the option. By writing a covered
call option, a Portfolio may forego, in exchange for the net premium, the
opportunity to profit from an increase in the price of the underlying security
above the option's exercise price. A Portfolio will have kept the risk of loss
if the price of the security declines, but will have reduced the effect of that
risk to the extent of the premium it received when the option was written.

Each Portfolio will write only covered call options which are traded on national
securities exchanges. Currently, call options on a stock may be traded on the
Chicago Board Options Exchange and the New York, American, Pacific and
Philadelphia Stock Exchanges. Call options are issued by the Options Clearing
Corporation, which also serves as the clearing house for transactions with
respect to options. The price of a call option is paid to the writer without
refund on expiration or exercise, and no portion of the price is retained by the
Options Clearing Corporation or the exchanges listed above. Writers and
purchasers of options pay the transaction costs, which may include commissions
charged or incurred in connection with such option transactions.

Each Portfolio may write only covered call options. A call option is considered
to be covered if the option writer owns the security underlying the call or has
an absolute and immediate right to acquire that security without payment of
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities. A call option is also considered to be covered if the writer holds
on a unit-for-unit basis a call on the same security as the call written, with
the same expiration date and the exercise price of the call purchased is equal
to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained in cash or
other liquid securities in a separate account, and marked to market daily all in
accordance with the rules of the clearing corporations and of the exchanges and
securities laws.

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None of the Portfolios will sell (uncover) the securities against which options
have been written until after the option period has expired, the option has been
exercised or a closing purchase has been executed.

Options written by a Portfolio will have exercise prices which may be below
("in-the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
market price of the underlying security at the time the options are written.
However, a Portfolio generally will not write so-called "deep-in-the-money"
options.

The market value of a call option generally reflects the market price of the
underlying security. Other principal factors affecting market value include
supply and demand, dividend yield and interest rates, the price volatility of
the underlying security and the time remaining until the expiration date.

If a call option on a security expires unexercised, a Portfolio will realize a
short-term capital gain in the amount of the premium on the option, less all
commissions paid. Such a gain, however, may be offset by a decline in the value
of the underlying security during the option period. If a call option is
exercised, a Portfolio will realize a gain or loss from the sale of the
underlying security equal to the difference between the cost of the underlying
security and the proceeds of the sale of the security (exercise price minus
commission) plus the amount of the premium on the option, less all commissions
paid.

Call options may also be purchased by a Portfolio, but only to terminate
(entirely or in part) a Portfolio's obligation as a writer of a call option.
This is accomplished by making a closing purchase transaction; that is, the
purchase of a call option on the same security with the same exercise price and
expiration date as specified in the call option which had been written
previously. A closing purchase transaction with respect to calls traded on a
national securities exchange has the effect of extinguishing the obligation of
the writer of a call option. For example, a Portfolio may enter into a closing
purchase transaction to realize a profit on an option it had previously written,
to enable it to sell the security which underlies the option, to free itself to
sell another option or to prevent its portfolio securities from being purchased
pursuant to the exercise of a call. A Portfolio may also permit the call option
to be exercised. A closing transaction cannot be effected with respect to an
optioned security once a Portfolio has received a notice that the option is to
be exercised.

The cost to a Portfolio of such a closing transaction may be greater than the
net premium received by a Portfolio upon writing the original call option. A
profit or loss from a closing purchase transaction will be realized depending on
whether the amount paid to purchase a call to close a position is less or more
than the amount received from writing the call. Any profit realized by a
Portfolio from the execution of a closing transaction may be partly or
completely offset by a reduction in the market price of the underlying security.

A Portfolio may also write secured put options and enter into closing purchase
transactions with respect to such options. A Portfolio may write secured put
options on national securities exchanges to obtain, through the receipt of
premiums, a greater return than would be realized on the underlying securities
alone. A put option gives the purchaser of the option the right to sell, and the
writer has the obligation to buy, the underlying security at the stated exercise
price during the option period. The secured put writer retains the risk of loss
should the market value of the underlying security decline below the exercise
price of the option.
During the option period, the writer of a put option may be required at any time
to make payment of the exercise price against delivery of the underlying
security. The operation of put options in other respects is substantially

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identical to that of call options. The Fund will establish a separate account
consisting of liquid assets equal to the amount of the assets that could be
required to consummate put options. For the purpose of determining the adequacy
of the securities in the account, the deposited securities will be valued at
market or fair value. If the market or fair value of such securities declines,
additional cash or assets will be placed in the account daily so that the value
of the account will equal the amount of such commitments by the Fund.

A put option is secured if a Portfolio maintains in a segregated account liquid
assets in an amount not less than the exercise price of the option at all times
during the option period. A Portfolio may write secured put options when the
Advisor wishes to purchase the underlying security for a Portfolio's portfolio
at a price lower than the current market price of the security. In such event a
Portfolio would write a secured put option at an exercise price which, reduced
by the premium received on the option, reflects the lower price it is willing to
pay. The potential gain on a secured put option is limited to the income earned
on the amount held in liquid assets plus the premium received on the option
(less the commissions paid on the transaction) while the potential loss equals
the difference between the exercise price of the option and the current market
price of the underlying securities when the put is exercised, offset by the
premium received (less the commissions paid on the transaction) and income
earned on the amount held in liquid assets.

A Portfolio may purchase put options on national securities exchanges in an
attempt to hedge against fluctuations in the value of its portfolio securities
and to protect against declines in the value of individual securities.
Purchasing a put option allows the purchaser to sell the particular security
covered by the option at a certain price (the "exercise price") at any time up
to a specified future date (the "expiration date").

Purchase of a put option creates a "hedge" against a decline in the value of the
underlying security by creating the right to sell the security at a specified
price. Purchase of a put option requires payment of a premium to the seller of
that option. Payment of this premium necessarily reduces the return available on
the individual security should that security continue to appreciate in value. In
return for the premium paid, a Portfolio protects itself against substantial
losses should the security suffer a sharp decline in value. In contrast to
covered call option writing, where one obtains greater current income at the
risk of foregoing potential future gains, one purchasing put options is in
effect foregoing current income in return for reducing the risk of potential
future losses.

A Portfolio will purchase put options as a means of "locking in" profits on
securities held in the portfolio. Should a security increase in value from the
time it is initially purchased, a Portfolio may seek to lock in a certain profit
level by purchasing a put option. Should the security thereafter continue to
appreciate in value the put option will expire unexercised and the total return
on the security, if it continues to be held by a Portfolio, will be reduced by
the amount of premium paid for the put option. At the same
time, a Portfolio will continue to own the security. Should the security decline
in value below the exercise price of the put option, however, a Portfolio may
elect to exercise the option and "put" or sell the security to
the party that sold the put option to that Portfolio, at the exercise price.
In this case a Portfolio would have a higher return on the security than would
have been possible if a put option had not been purchased.

CERTAIN RISK AND OTHER FACTORS RESPECTING OPTIONS

Positions in options on securities may be closed only by a closing transaction,
which may be made only on an exchange which provides a liquid secondary market
for such options. Although a Portfolio will write options only when the Advisor
believes a liquid secondary market will exist on an exchange for options of the

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same series, there can be no assurance that a liquid secondary market will exist
for any particular security option. If no liquid secondary market exists
respecting an option position held, a Portfolio may not be able to close an
option position, which will prevent that Portfolio from selling any security
position underlying an option until the option expires and may have an adverse
effect on its ability effectively to hedge its security positions. A secured put
option writer who is unable to effect a closing purchase transaction would
continue to bear the risk of decline in the market price of the underlying
security until the option expires or is exercised. In addition, a secured put
writer would be unable to use the amount held in liquid assets as security for
the put option for other investment purposes until the exercise or expiration of
the option.

Possible reasons for the absence of a liquid secondary market on an exchange
include the following: (i) insufficient trading; (ii) restrictions that may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions that may be imposed with
respect to particular classes or series of contracts, or underlying securities;
(iv) unusual or unforeseen circumstances that may interrupt normal operations on
an exchange; (v) the facilities of an exchange or a clearing corporation may not
be adequate to handle unusual trading volume; or (vi) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future date
to discontinue the trading of contracts (or particular class or series of
contracts), in which event the secondary market on that exchange would cease to
exist, although outstanding contracts on the exchange that had been issued by a
clearing corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with timely execution of customers' orders.

Each of the exchanges on which options on securities are traded has established
limitations on the number of options which may be written by any one investor or
group of investors. These limitations apply regardless of whether the options
are written in different accounts or through different brokers. It is possible
that a Portfolio and certain other accounts managed by the Advisor may
constitute such a group. If so, the options positions of the Portfolio may be
aggregated with those of other clients of the Advisor.

When the Portfolio writes an over-the-counter ("OTC") option, it will enter into
a arrangement with a primary U.S. government securities dealer, which would
establish a formula price at which the Portfolio would have the absolute right
to repurchase that OTC option. This formula price would generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the marked price of the underlying security
("in-the-money"). For an OTC option the Fund writes, it will treat as illiquid
(for purposes of the 15% of net assets restriction on illiquid securities) an
amount of assets used to cover written OTC options, equal to the formula price
for the repurchase of the OTC option less the amount by which the OTC option is
"in-the-money". The Fund will also treat as illiquid any OTC option held by it.
The Securities and Exchange Commission is evaluating the general issue of
whether or not the OTC options should be considered to be liquid securities, and
the procedure described above could be affected by the outcome of that
evaluation.

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Although the Options Clearing Corporation has stated that it believes (based on
forecasts provided by the exchanges on which options are traded), that its

<PAGE>
facilities are adequate to handle the volume of reasonably anticipated options
transactions, and although each exchange has advised the Options Clearing
Corporation that it believes that its facilities will also be adequate to handle
reasonably anticipated volume, there can be no assurance that higher than
anticipated trading activity or order flow or other unforeseen events might not
at times render certain of these facilities inadequate and thereby result in the
institution of special trading procedures or restrictions.

Each Portfolio will pay brokerage and other transaction costs to write and
purchase options on securities, including any closing transactions which the
Portfolio may execute. Therefore, frequent writing and/or purchasing of options
may increase the transaction costs borne by the portfolio.

STOCK INDEX FUTURES CONTRACTS AND OPTIONS ON STOCK INDEX FUTURES CONTRACTS

Each Portfolio, except for the Bond Portfolio, may enter into Stock Index
Futures Contracts to provide a hedge for a portion of the Portfolio's portfolio,
as a cash management tool, or as an efficient way to implement either an
increase or decrease in portfolio market exposure in response to changing market
conditions. A Portfolio may also use Index Futures as a substitute of a
comparable market position in the underlying securities. Although techniques
other than the sale and purchase of Stock Index Futures Contracts could be used
to adjust the exposure or hedge a Portfolio's portfolio, a Portfolio may be able
to do so more effectively and, perhaps, at a lower cost through the use of Stock
Index Futures Contracts.

A Stock Index Futures Contract is a contract to buy or sell units of a stock
index at a specified future date at a price agreed upon when the contract is
made. Entering into a contract to buy units of a stock index is commonly
referred to as buying or purchasing a contract or holding a long position in the
index. Entering into a contract to sell units of a stock index is commonly
referred to as selling a contract or holding a short position. A stock index
future obligates the seller to deliver (and the purchaser to take) an amount of
cash equal to a specific dollar amount times the difference between the value of
a specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made. No physical delivery of the
underlying stocks in the index is made. Each Portfolio intends to purchase and
sell futures contracts on the stock index for which it can obtain the best price
with consideration also given to liquidity.

A Portfolio will not enter into a Stock Index Futures Contract or option thereon
if, as a result thereof: the sum of the amount of initial margin deposits on any
such futures (plus deposits on any other futures contracts and premiums paid in
connection with any options or futures contracts) that do not constitute "bona
fide hedging" under the Commodity Futures Trading Commission ("CFTC") rules
would exceed 5% of the liquidation value of the Portfolio's total assets after
taking into account unrealized profits and losses on such contracts. In
addition, the value of all futures contracts sold will not exceed the total
market value of the Portfolio's portfolio. Each Fund will comply with guidelines
established by the Securities and Exchange Commission with respect to covering
of obligations under futures contracts and will set aside liquid assets in a
segregated account in the amount prescribed.

Unlike when the Portfolios purchase or sell an equity security, no price would
be paid or received by the Portfolios upon the purchase or sale of a Stock
Index Futures Contract. Upon entering into a Futures Contract, the Portfolio
would be required to deposit in a segregated account in the name of the futures
broker an amount of cash or U.S. Treasury bills known as "initial margin". The
amount of initial margin required by the rules of the exchanges is subject to
change. The nature of initial margin in futures transactions is different from
that of margin in security transactions in that a Futures Contract margin does
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not involve the borrowing of Funds by the Portfolio to finance the transactions.
Rather, initial margin is in the nature of a performance bond or good faith
deposit on the contract that is returned to the Portfolio upon termination of
the futures contract, assuming all contractual obligations have been satisfied.

Subsequent payments, called "variation margin", to and from the futures
broker, would be made on a daily basis as the price of the underlying stock
index fluctuates, making the long and short positions in the futures contract
more or less valuable, a process known as "marking to the market". For example,
when the Portfolio has purchased a Stock Index Futures Contract and the price of
that underlying stock index has risen, that futures position will have increased
in value and the Portfolio will receive from the broker a variation margin
payment equal to that increase in value. Conversely, when the Portfolio has
purchased a Stock Index Futures Contract and the price of the stock index has
declined, the position would be less valuable and the Portfolio would be
required to make a variation margin payment to the broker.

The loss from investing in futures transactions is potentially unlimited. To
limit such risk, the portfolios will not enter into Stock Index Futures
Contracts for speculation and will only enter into Futures Contracts which are
traded on established futures markets. The Portfolios may, however, purchase or
sell Stock Index Futures Contracts with respect to any stock index.
Nevertheless, to hedge a Portfolio's portfolio successfully, the Advisor must
sell Stock Index Futures Contracts with respect to indices whose movements will,
in its judgment, have a significant correlation with movements in the prices of
the Portfolio's portfolio securities.

Closing out an open Stock Index Futures Contract sale or purchase is effected by
entering into an offsetting Stock Index Futures Contract purchase or sale,
respectively, for the same aggregate amount of the identical securities and the
same delivery date. If the offsetting purchase price is less than the original
sale price, the Portfolio realizes a gain; if it is more, the Portfolio realizes
a loss. Conversely, if the offsetting sale price is more than the original
purchase price, the Portfolio realizes a gain; if it is less, the Portfolio
realizes a loss. The Portfolios must also be able to enter into an offsetting
transaction with respect to a particular Stock Index Futures Contract at a
particular time. If the Portfolios are not able to enter into an offsetting
transaction, the Portfolios will continue to be required to maintain the margin
deposits on the Stock Index Futures Contract.

The Portfolios may elect to close out some or all of their futures positions at
any time prior to their expiration. The purpose of making such a move would be
either to reduce equity exposure represented by long futures positions or
increase equity exposure represented by short futures positions. The Portfolios
may close their positions by taking opposite positions which would operate to
terminate the Portfolios' position in the Stock Index Futures Contracts. Final
determinations of variation margin would then be made, additional cash would be
required to be paid or released to the Portfolio, and the Portfolio would
realize a loss or a gain.

Stock Index Futures Contracts may be closed out only on the exchange or board
of trade where the contracts were initially traded. Although the Portfolios
intend to purchase or sell Stock Index Futures Contracts only on exchanges or
boards of trade where there appears to be an active market, there is no
assurance that a liquid market on an exchange or board of trade will exist for
any particular time. In such an event, it might not be possible to close a Stock
Index Futures Contract, and in the event of adverse price movements, the
Portfolio would continue to be required to make daily cash payments of variation
margin. However, in the event Stock Index Futures Contracts have been used to
hedge portfolio securities, the Portfolio would continue to hold securities
subject to the hedge until the Stock Index Futures Contracts could be

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terminated. In such circumstances, an increase in the price of the securities,
if any, might partially or completely offset losses on the Stock Index Futures
Contract. However, as described below, there is no guarantee that the price of
the securities will, in fact, correlate with price movements in the Futures
Contract and thus provide an offset to losses on a Stock Index Futures Contract.

There are several risks in connection with the use by the Portfolios of Stock
Index Futures Contracts as a hedging device. One risk arises because of the
imperfect correlation between movements in the prices of the Futures Contracts
and movements in the prices of securities which are the subject of the hedge.
The Advisor will, however, attempt to reduce this risk by entering into Stock
Index Futures Contracts on indices whose movements, in its judgment, will have a
significant correlation with movements in the prices of the Portfolio's
portfolio securities sought to be hedged.

Successful use of Stock Index Futures Contracts by the Portfolios for hedging
purposes is also subject to the Advisor's ability to correctly predict movements
in the direction of the market. It is possible that, when the Portfolios have
sold Futures to hedge their portfolios against a decline in the market, the
index or indices on which the Futures are written might advance and the value of
securities held in the Portfolio's portfolio might decline. If this were to
occur, the Portfolio would lose money on the Futures and also would experience a
decline in value in its portfolio securities. However, while this might occur
to a certain degree, the Advisor believes that over time the value of the
Portfolio's portfolio will tend to move in the same direction as the securities
underlying the Futures, which are intended to correlate to the price movements
of the portfolio securities sought to be hedged. It is also possible that if the
Portfolios were to hedge against the possibility of a decline in the market
(adversely affecting stocks held in their portfolios) and stock prices instead
increased, the Portfolios would lose part or all of the benefit of increased
value of those stocks that it had hedged, because it would have offsetting
losses in their Futures positions. In addition, in such situations, if the
Portfolios had insufficient cash, they might have to sell securities to meet
their daily variation margin requirements. Such sales of securities might be,
but would not necessarily be, at increased prices (which would reflect the
rising market). The Portfolios might have to sell securities at a time when it
would be disadvantageous to do so.

In addition to the possibility that there might be an imperfect correlation, or
no correlation at all, between price movements in the Stock Index Futures
Contracts and the portion of the portfolio to be hedged, the price movements in
the Futures Contracts might not correlate perfectly with price movements in the
underlying stock index due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors might close Stock Index Futures Contracts through
offsetting transactions which could distort the normal relationship between the
index and futures markets. Second, the margin requirements in the futures market
are less onerous than margin requirements in the securities markets, and as a
result the futures market might attract more speculators than the stock market
does. Increased participation by speculators in the futures market might also
cause temporary price distortions. Due to the possibility of price distortion in
the futures market and also because of the imperfect correlation between price
movements in the stock index and movements in the prices of Stock Index Futures
Contracts, even a correct forecast of general market trends by the Advisor might
not result in a successful hedging transaction over a very short time period.

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<PAGE>

Options on Futures give the purchaser the right, in return for the premium paid,
to assume a position in a Futures Contract (a long position if the option is
call and a short position if the option is a put), rather than to purchase or
sell the Stock Index Futures Contract, at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the Futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
Futures margin account which represents the amount by which the market price of
the Stock Index Futures Contract, at exercise,
exceeds (in the case of a call) or is less than (in the case of a put) the
exercise price of the option on the Futures Contract. Alternatively, settlement
may be made totally in cash.

The Portfolios may seek to close out an option position on an index by writing
or buying an offsetting option covering the same index or contract and having
the same exercise price and expiration date. The ability to establish and close
out positions on such options will be subject to the development and maintenance
of a liquid secondary market. It is not certain that this market will develop.
See "Certain Risk and Other Factors Respecting Options" above for possible
reasons for the absence of a liquid secondary market on an exchange.

FUTURES ON SECURITIES

A futures contract on a security is a binding contractual commitment which, if
held to maturity, will result in an obligation to make or accept delivery,
during a particular month, of securities having a standardized face value and
rate of return. By purchasing futures on securities, a Portfolio will legally
obligate itself to accept delivery of the underlying security and pay the agreed
price; by selling futures on securities, it will legally obligate itself to make
delivery of the security against payment of the agreed price.

Open futures positions on securities are valued at the most recent settlement
price, unless such price does not reflect the fair value of the contract, in
which case the positions will be valued by or under the direction of the Board
of Directors.

Positions taken in the futures markets are not normally held to maturity, but
are instead liquidated through offsetting transactions which may result in a
profit or a loss. While the Portfolio's futures contracts on securities will
usually be liquidated in this manner, it may instead make or take delivery of
the underlying securities whenever it appears economically advantageous for the
Portfolio to do so. A clearing corporation associated with the exchange on which
futures on securities or currency are traded guarantees that, if still open, the
sale or purchase will be performed on the settlement date.

FOREIGN CURRENCY TRANSACTIONS

In order to protect against a possible loss on investments resulting from a
decline in a particular foreign currency against the U.S. dollar or another
foreign currency, each Portfolio is authorized to enter into forward foreign
currency exchange contracts. In addition, each Portfolio is authorized to
conduct spot (i.e., cash basis) currency transactions or to use currency futures
contracts, options on such futures contracts, and options on foreign currencies
in order to protect against uncertainty in the future levels of
currency exchange rates.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Forward foreign currency exchange contracts involve an obligation to purchase or
sell a specified currency at a future date at a price set at the time of the

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<PAGE>

contract. Forward currency contracts do not eliminate fluctuations in the values
of portfolio securities but rather allow a Portfolio to establish a rate of
exchange for a future point in time. A Portfolio may enter into forward foreign
currency exchange contracts when deemed advisable by the Advisor under only two
circumstances.

First, when entering into a contract for the purchase or sale of a security in a
foreign currency, a Portfolio may enter into a forward foreign currency exchange
contract for the amount of the purchase or sale price to protect against
variations, between the date the security is purchased or sold and the date on
which payment is made or received, in the value of the foreign currency relative
to the U.S. dollar or other foreign currency. This hedging technique is known as
transaction hedging.

Second, when the Advisor anticipates that a particular foreign currency may
decline substantially relative to the U.S. dollar or other leading currencies,
in order to reduce risk, a Portfolio may enter into a forward contract to sell,
for a fixed amount, the amount of foreign currency approximating the value of
some or all of its portfolio securities denominated in such foreign currency.
This hedging technique is known as position hedging. With respect to any such
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to the changes in the values of such securities resulting from
market movements between the date the forward contract is entered into and the
date it matures. In addition, while forward contracts may offer protection from
losses resulting from declines in the value of a particular foreign currency,
they also limit potential gains which might result from increases in the value
of such currency. A Portfolio will also
incur costs in connection with forward foreign currency exchange contracts and
conversions of foreign currencies and U.S. dollars.

A separate account of each Portfolio consisting of cash or liquid securities
equal to the amount of that Portfolio's assets that would be required to
consummate forward contracts entered into under the second circumstance, as set
forth above, will be established. For the purpose of determining the adequacy of
the securities in the account, the deposited securities will be valued at market
or fair value. If the market or fair value of such securities declines,
additional cash or securities will be placed in the account daily so that the
value of the account will equal the amount of such commitments by such
Portfolios.

CURRENCY FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Each Portfolio is authorized to purchase and sell currency futures contracts and
options thereon. Currency futures contracts involve entering into contracts for
the purchase or sale for future delivery of foreign currencies. A "sale" of a
currency futures contract means the acquisition of a contractual obligation to
deliver the foreign currencies called for by the contract at a specified price
on a specified date. A "purchase" of a futures contract means the acquisition of
a contractual obligation to acquire the foreign currencies called for by the
contract at a specified price on a specified date. These investment techniques
will be used only to hedge against anticipated future changes in exchange rates
which otherwise might either adversely affect the value of portfolio securities
held by a Portfolio or adversely affect the prices of securities which a
Portfolio intends to purchase at a later date. Such instruments will be used
only in connection with permitted transaction or position hedging and
not for speculative purposes. The sum of the amount of initial margin deposits
on any such futures (plus deposits on any other futures contracts and premiums
paid in connection with any options or futures contracts) that do not
constitute "bona fide hedging" under CFTC rules will not exceed 5% of the

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<PAGE>

liquidation value of a Portfolio's total assets after taking into account
unrealized profits and losses on such contracts. In addition, the value of all
futures contracts sold will not exceed the total market value of a Portfolio's
portfolio. The Fund will comply with guidelines established by the Securities
and Exchange Commission with respect to covering of obligations under future
contracts and will set aside cash and/or liquid high grade securities in a
segregated account with its custodian in the amount prescribed.

Although the Portfolios intend to purchase or sell futures contracts only if
there is an active market for such contracts, no assurance can be given that a
liquid market will exist for any particular contract at any particular time. In
addition, due to the risk of an imperfect correlation between securities in the
Portfolio's portfolio that are the subject of a hedging transaction and the
futures contract used as a hedging device, it is possible that the hedge will
not be fully effective in that, for example, losses on the portfolio securities
may be in excess of gains on the futures contract or losses on the futures
contract may be in excess of the gains on the portfolio securities that were the
subject of the hedge.

Brokerage fees are incurred when a futures contract is bought or sold and margin
deposits must be maintained. Although futures contracts typically require actual
delivery of and payment for financial instruments or currencies, the contracts
are usually closed out before the delivery date. Closing out an open futures
contract sale or purchase is effected by entering into an offsetting futures
contract purchase or sale, respectively, for the same aggregate amount of the
identical type of financial instrument or
currency and the same delivery date. If the offsetting purchase price is less
than the original sale price, a Portfolio realizes a gain; if it is more, a
Portfolio realizes a loss. Conversely, if the offsetting sale price is more than
the original purchase price, a Portfolio realizes a gain; if it is less, a
Portfolio realizes a loss. The transaction costs must also be included in these
calculations. There can be no assurance, however, that a Portfolio will be able
to enter into an offsetting transaction with respect to a particular contract at
a particular time. If a Portfolio is not able to enter into an offsetting
transaction, a Portfolio will continue to be required to maintain the margin
deposits on the contract. The ability to establish and close out positions on
such options will be subject to the development and maintenance of a liquid
secondary market. It is not certain that this market will develop. See "Certain
Risk and Other Factors Respecting Options" above for possible reasons for the
absence of a liquid secondary market on an exchange.

An option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
price at any time during the option exercise period. The writer of the option is
required upon exercise to assume an offsetting futures position (a short
position if the option is a call and a long position if the option is a put).
Upon exercise of the option, the assumption of offsetting futures positions by
the writer and holder of the option will be accompanied by delivery of the
accumulated cash balance in the writer's futures margin account which represents
the amount by which the market price of the futures contract, at exercise,
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option on the futures contract.

Call options sold by the Portfolios with respect to futures contracts will be
covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying the futures contract, or the placement
of cash or liquid securities in a segregated account to fulfill the obligations
undertaken by the futures contract. A put option sold by the Portfolio is

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<PAGE>

covered when, among other things, cash or liquid securities are placed in a
segregated account to fulfill the obligations undertaken.

FOREIGN CURRENCY OPTIONS

Each Portfolio is authorized to purchase and write put and call options on
foreign currencies. A call option is a short-term contract pursuant to which the
purchaser, in return for a premium, has the right to buy the currency
underlying the option at a specified price at any time during the term of the
option. The writer of the call option, who receives the premium, has the
obligation, upon exercise of the option during the option period, to deliver the
underlying currency against payment of the exercise price. A put option is a
similar contract that gives its purchaser, in return for a premium, the right to
sell the underlying currency at a specified price during the term of the option.
The writer of the put option, who receives the premium, has the obligation, upon
exercise of the option during the option period, to buy the underlying currency
at the exercise price. The Portfolio will use currency options only in order to
hedge against the risk of fluctuations of foreign exchange rates related to
securities held in its portfolio or which it intends to purchase and to earn a
high return by receiving a premium for writing options. Options on foreign
currencies are affected by all of those factors which influence foreign exchange
rates and investments generally.

Risks Associated with Hedging Strategies. There are risks associated with the
hedging strategies described above, including the following: (1) the success of
a hedging strategy may depend on the ability of the Advisor to accurately
predict movements in the prices of individual securities, fluctuations in
domestic and foreign markets and currency exchange rates, and movements in
interest rates; (2) there may be an imperfect correlation between the changes in
market value of the securities held by the portfolio and the prices of currency
contracts, options, futures and options on futures; (3) there may not be a
liquid secondary market for a currency contract, option, futures contract or
futures option; (4) trading restrictions or limitations may be imposed by an
exchange; and (5) government regulations, particularly requirements for
qualification as a "regulated investment company" under the Code, may restrict
trading in forward currency contracts, options, futures contracts and futures
options.

Even a small investment in derivative contracts can have a big impact on stock
market, currency and interest rate exposure. Derivatives can also make a
portfolio less liquid and harder to value, especially in declining markets.

OTHER INVESTMENT POLICIES

Repurchase Agreements. Each portfolio may enter into repurchase agreements with
respect to portfolio securities. Under the terms of a repurchase agreement, the
portfolio purchases securities ("collateral") from various financial
institutions such as a bank or broker-dealer (a "seller") which the Advisor
deems to be creditworthy, subject to the seller's agreement to repurchase them
at a mutually agreed-upon date and price. The repurchase price generally equals
the price paid by the portfolio plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on the underlying
portfolio securities).

The seller under a repurchase agreement is required to maintain the value of the
collateral held pursuant to the agreement at not less than 100% of the
repurchase price, and securities subject to repurchase agreements are held by
the portfolios' custodian either directly or through a securities depository.
Default by the seller would, however, expose the portfolio to possible loss
because of adverse market action or delay in connection with the disposition of

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<PAGE>

the underlying securities. Repurchase agreements are considered to be loans by
the portfolio under the 1940 Act.

Securities Lending. Each portfolio may seek to increase its income by lending
portfolio securities. Such loans will usually be made to member firms (and
subsidiaries thereof) of the New York Stock Exchange and to member banks of the
Federal Reserve System, and would be required to be secured continuously by
collateral in liquid securities maintained on a current basis at an amount at
least equal to the market value of the securities loaned. If the Advisor
determines to make securities loans, the value of the securities loaned would
not exceed 30% of the value of the total assets of the portfolio.

Short Sales. Each portfolio may, within limits, engage in short sales "against
the box". A short sale is the sale of borrowed securities; a short sale against
the box means that a portfolio owns securities equivalent to those sold short.
No more than 25% of the net assets (taken at current value) of a portfolio may
be held as collateral for such sales at any one time. Such short sales can be
used as a hedge. The Fund has no current intention to engage in short sales
against the box.

Forward Commitments or Purchases on a When-Issued Basis. Each portfolio may
enter into forward commitments or purchase securities on a when-issued basis.
These securities normally are subject to settlement within 45 days of the
purchase date. The interest rate realized on these securities is fixed as of
the purchase date and no interest accrues to the portfolio before settlement.
These securities are subject to market fluctuation due to changes in market
interest rates. Each portfolio will enter into these arrangements with the
intention of acquiring the securities in question and not for speculative
purposes and will maintain a separate account consisting of liquid assets in an
amount at least equal to the purchase price.

Investment in Restricted Securities. Each Portfolio may invest in "restricted
securities" subject to the 15% of net assets limitation regarding illiquid
securities. Restricted securities are securities which were originally sold in
private placements and which have not been registered under the Securities Act
of 1933, as amended (the "1933 Act"). Such securities generally have been
considered illiquid because they may be resold only subject to statutory
restrictions and delays or if registered under the 1933 Act. The Securities and
Exchange Commission ("SEC") adopted Rule 144A to provide for a safe harbor
exemption from the registration requirements of the 1933 Act for resales of
restricted securities to "qualified institutional buyers". The result has been
the development of a more liquid and efficient institutional resale market for
restricted securities. Rule 144A securities may be liquid if properly
determined by the Board of Directors.

The expenses of registration of restricted securities will be negotiated at the
time the securities are purchased by a Portfolio. When registration is required,
a considerable period may elapse between a decision to sell the securities and
the time the sale would be permitted. Thus, a Portfolio may not be able to
obtain as favorable a price as that prevailing at the time of the
decision to sell. A Portfolio may also acquire through private placements
securities having contractual resale restrictions, which might prevent the sale
of such securities at a time when such a sale otherwise would be desirable.

INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental and may not be changed
with respect to any Portfolio without the approval of a majority of the
outstanding voting securities of that Portfolio. Under the Investment Company
Act of 1940 and the rules thereunder, "majority of the outstanding voting

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<PAGE>

securities" of a Portfolio means the lesser of (1) 67% of the shares of that
Portfolio present at a meeting if the holders of more than 50% of the
outstanding shares of that Portfolio are present in person or by proxy, and (2)
more than 50% of the outstanding shares of that Portfolio. Any investment
restrictions which involve a maximum percentage of securities or assets shall
not be considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of securities
or assets of, or borrowings by or on behalf of, a Portfolio, as the case may be.

The Fund may not, on behalf of a Portfolio:

1. Borrow money, except from a bank for temporary or emergency purposes in
amounts not exceeding 10% of the portfolio's total assets. A borrowing
portfolio will not make additional investments while borrowings greater than 5%
of its total assets are outstanding.

2. With respect to 75% of its total assets, invest more than 5% of the value
of its total assets at the time of investment in securities of any one issuer
(other than obligations issued or guaranteed by the United States Government,
its agencies or its instrumentalities). None of the portfolios may purchase
more than 10% of the outstanding voting securities of any one issuer;

3. Invest 25% or more of the value of its total assets in securities of
issuers in any one industry (other than U.S. Government securities);

4. Invest more than 15% of its total net assets in securities of issuers
that are restricted from being sold to the public without registration under the
Securities Act of 1933 and illiquid securities, including repurchase agreements
with maturities of greater than seven days;

5. Invest assets in securities of any other investment company (closed-end
or open-end), except (1) by purchase in the open market involving only customary
brokers' commissions, (2) in connection with mergers, acquisitions of assets, or
consolidation, or (3) as otherwise permitted by law, including the 1940 Act.
Each of the portfolios may purchase shares of closed-end investment companies
that are traded on national exchanges to the extent permitted by applicable law.

6. Make loans, except that each portfolio may invest in debt securities and
repurchase agreements and may engage in securities lending;

7. Purchase securities on margin (but a Portfolio may obtain such short-term
credits as may be necessary for the clearance of transactions);

8. Make short sales of securities or maintain a short position, unless at
all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short (short sale "against-the-box"), and unless
not more than 25% of a Portfolio's net assets (taken at a current value) are
held as collateral for such sales at any one time;

9. Issue senior securities or pledge its assets, except that each Portfolio
may invest in futures contracts and related options;

10. Buy or sell commodities or commodity contracts, provided that each
Portfolio may enter into all types of futures and forward contracts on currency,
securities, economic and other indices and may purchase and sell options on such
futures contracts, or buy or sell real estate or interests in real estate,
although it may purchase and sell securities which are secured by real estate
and securities of companies which invest or deal in real estate.

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<PAGE>

11. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal securities laws;

12. Make investments for the purpose of exercising control or management;

13. Participate on a joint or joint and several basis in any trading account
in securities;

14. Under the Investment Company Act of 1940 and the rules and regulations
thereunder, each Portfolio is prohibited from acquiring the securities of other
investment companies if, as a result of such acquisition, such Portfolio will
own more than 3% of the total voting stock of the company; securities issued by
any one investment company will represent more than 5% of its total assets; or
securities (other than treasury stock) issued by all investment companies will
represent more than 10% of the total assets of a Portfolio. These investment
companies typically incur fees that are separate from those fees incurred
directly by the Portfolio. A Portfolio's purchase of
such investment companies would indirectly bear a proportionate share of the
operating expenses of such investment companies, including advisory fees. The
Portfolios will not purchase or retain securities issued by open-end investment
companies (other than money market funds for temporary investment).

15. Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the common stocks of companies
which invest in or sponsor such programs;

16. Purchase foreign securities if as a result of the purchase of such
securities more than 25% of a Portfolio's assets would be invested in
foreign securities provided that this restriction shall not apply to foreign
securities that are listed on a domestic securities exchange or represented by
American depository receipts that are traded either on a domestic securities
exchange or in the United States on the over-the-counter market.

17. The Portfolio's investment policies with respect to options and with
respect to stock and currency futures and options on either are subject to the
following fundamental limitations: (1) with respect to any Portfolio, the
aggregate value of the securities underlying calls or obligations underlying
puts determined as of the date options are sold shall not exceed 25% of the
assets of the Portfolio; (2) a Portfolio will not enter into any option
transaction if immediately thereafter, the aggregate premiums paid on all such
options which are held at any time would exceed 20% of the total net assets of
the Portfolio; (3) the aggregate margin deposits required on all futures or
options thereon held at any time by a Portfolio will not exceed 5% of the total
assets of the Portfolio; (4) the security underlying the put or call is within
the investment policies of each Portfolio and the option is issued by the
Options Clearing Corporation; and (5) the Portfolio may buy and sell puts and
calls on securities and options on financial futures if such options are listed
on a national securities or commodities exchange.

PORTFOLIO TURNOVER

An annual portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities (excluding
certain debt securities) for a year and dividing that amount by the monthly
average of the market value of such securities during the year. The Fund
expects that its turnover rate generally will be less than 100%. However,
turnover will in fact be determined by market conditions and opportunities, and
therefore it is impossible to estimate the turnover rate with confidence.

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THE FUND

The Fund is an open-end management investment company incorporated under the
laws of the State of Maryland on November 1, 1995. Prior to March 1, 2000,
the Fund was named Manning & Napier Insurance Fund, Inc. The Board of
Directors may, at its own discretion, create additional portfolios of
shares, each of which would have separate assets and liabilities.

Each share of a portfolio represents an identical interest in the investment
portfolio of that portfolio and has the same rights.

The Fund does not expect to hold annual meetings of shareholders but special
meetings of shareholders may be held under certain circumstances. Shareholders
of the Fund retain the right, under certain circumstances, to request that a
meeting of shareholders be held for the purpose of considering the removal of a
Director from office, and if such a request is made, the Fund will assist with
shareholder communications in connection with the meeting. The shares of the
Fund have equal rights with regard to voting, redemption and liquidations. The
Fund's shareholders will vote in the aggregate and not by portfolio except as
otherwise expressly required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a portfolio.

Income, direct liabilities and direct operating expenses of a portfolio will be
allocated directly to the portfolio, and general liabilities and expenses of the
Fund will be allocated among the portfolios in proportion to the total net
assets of the portfolio by the Board of Directors. The holders of shares have
no preemptive or conversion rights. Shares when issued are fully paid and
non-assessable and do not have cumulative voting rights.

Additional Portfolios may be created from time to time with different investment
objectives or for use as funding vehicles for different variable life insurance
policies or variable annuity contracts. Any additional Portfolios may be managed
by investment advisers other than the current Advisor. In addition, the
Directors have the right, subject to any necessary regulatory approvals, to
create more than one class of shares in a Portfolio, with the classes being
subject to different charges and expenses and having
such other different rights as the Directors may prescribe and to terminate any
Portfolio of the Fund.

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MANAGEMENT

<TABLE>
<CAPTION>
The Directors and officers of the Fund are:

Position Principal occupations
Name, address and age with Fund During past five years
<S> <C> <C>
B. Reuben Auspitz*
1100 Chase Square Vice
Rochester, NY 14604 President & Executive Vice President, Manning
DOB: 3/18/47 Director & Napier Advisors, Inc. since 1983;
Vice-President and Director, Exeter
Fund, Inc. since 1985; President and
Director, Manning & Napier Investor
Services, Inc. since 1990; Director,
Chairman, President or Treasurer,
Manning & Napier Advisory Advantage
Corporation since 1990; Director Manning
& Napier Leveraged Investing Co., Inc.
since 1994; Director and Chairman,
Exeter Trust Co. since 1994; Member,
Qualified Plan Services, L.L.C. (formerly
known as Fiduciary Services L.L.C.)
since 1995; Member, Manning & Napier
Associates, L.L.C. since 1995; Member
Manning & Napier Capital Co., L.L.C.
Since 1995; Managing Director, Exeter
Insurance Agency, Inc from 1983 -1992;
President and Director, Exeter Insurance
Agency, Inc. since January 2000; Director/
Chairman, Exeter Advisors, Inc. since
January 2000

Martin Birmingham
21 Brookwood Road Director Trustee, The Freedom Forum, 1980 - 1997;
Pittsford, NY 14604 Director, Exeter Fund, Inc. since 1994;
DOB: 10/30/21 Advisory Trustee, The Freedom Forum, 1997
to present; Director Emeritus, AAC Corporation
1994- to 1997.

Harris H. Rusitzky
One Grove Street Director President, Blimpie of Central New York and
Pittsford, NY 14534 the Greening Group since 1994; Director Exeter
DOB: 1/9/35 Fund, Inc. since 1985

Peter L. Faber
1211 Avenue of the Americas Director Former Partner, Kaye, Scholer, Fierman
New York, New York 10020-1605 Hays & Handler from 1984- 1995; Partner
DOB: 4/29/38 McDermott, Will & Emery since 1995;
Director, Exeter Fund, Inc. since 1987

Stephen B. Ashley
600 Powers Building Director Chairman and Chief Executive Officer, The Ashley
16 West Main Street Group, since 1975; Director, Genesee Corp. since
Rochester, NY 14604 1987; Director, Hahn Automotive since 1994;
DOB: 03/22/40 Director, Fannie Mae since 1995; Director, Exeter
Fund, Inc. since 1996

Beth Hendershot Galusha
1100 Chase Square Chief Financial Chief Financial Office, Manning & Napier Advisors,
Rochester, NY 14604 & Accounting Officer, Inc. since 1987; Treasurer, Manning & Napier
DOB: 6/23/61 Treasurer Investor Services, Inc. since 1990; Director,
Manning & Napier Advisory Advantage Corporation
Since 1993; Treasurer, Member, Manning & Napier
Capital Co, L.L.C. since 1995; Exeter Trust
Company since 1997; Chief Financial & Accounting
Officer, Treasurer, Exeter fund, Inc. since 1997;
Director, Manning & Napier Asia Holdings, Inc.
since 1999; Director, Manning & Napier Thailand,
Ltd. Since 1999; Director, Exeter Advisors, Inc.,
since January 2000; Exeter Insurance Agency, Inc.
since February 2000.

Jodi Hedberg
1100 Chase Square Corporate Senior Compliance Administrator, Manning
Rochester, New York 14604 Secretary & Napier Advisors, Inc. from 1994-1995;
DOB: 11/26/67 Compliance Manager, Manning & Napier Advisors,
Inc. since 1995; Corporate Secretary, Exeter
Fund, Inc. since 1997.
</TABLE>

* Interested Director of the Fund within the meaning of the Investment Company
Act of 1940 (the "1940 Act").

The only Committee of the Corporation is an Audit Committee whose members are B.
Reuben Auspitz, Harris H. Rusitzky and Stephen B. Ashley.

Directors affiliated with the Advisor do not receive fees from the Fund. Each
Director who is not affiliated with the Advisor shall receive an annual fee of
$2,500. Annual fees will be calculated monthly and prorated. Each Director who
is not affiliated with the Advisor shall receive $375 per Board Meeting attended
for each active Portfolio of the Fund, plus $500 for any Committee Meeting held
on a day on which a Board Meeting is not held.

B-24

<PAGE>

Compensation Table for Fiscal Year Ended December 31, 1999

<TABLE>
<CAPTION>
<BTB>
Estimated Annual Total
Position Aggregate Benefits upon Compensation
Name With Registrant Compensation from Fund Pension Retirement from Fund and Fund Complex
<S> <C> <C> <C> <C> <C>

B. Reuben
Auspitz*. . . . . Director $ -0- N/A N/A $ -0-

Martin
Birmingham. . . . Director $11,500 N/A N/A $37,750

Harris H.
Rusitzky. . . . . Director $12,000 N/A N/A $38,750

Peter L.
Faber . . . . . . Director $11,500 N/A N/A $37,750

Stephen B. Ashley Director $12,000 N/A N/A $38,750
</TABLE>

*Interested Director, within the meaning of the Investment Company Act of 1940
(the "1940 Act").

CODE OF ETHICS

The Board of Directors of the Fund, the Advisor, and the Fund's principal
underwriter have adopted a Code of Ethics pursuant to Rule 17j-1 under the
Investment Company Act of 1940. This Code of Ethics applies to the personal
investing activities of directors, officers and certain employees ("access
persons"). Rule 17j-1 and the Code are designed to prevent unlawful practices
in connection with the purchase or sale of securities by access persons. Under
the Code of Ethics, access persons are permitted to engage in personal
securities transactions, but are required to report their personal securities
transactions for monitoring purposes. In addition, certain access persons are
required to obtain approval before investing in initial public offerings or
private placements. A copy of the Code of Ethics is on file with the Securities
and Exchange Commission, and is available to the public.

THE ADVISOR

Exeter Asset Management, a division of Manning & Napier Advisors, Inc. ("MNA"),
acts as the Fund's investment advisor. For the services performed, each
Portfolio pays the Advisor a fee as set forth in the Prospectus.

The Investment Advisory Agreement (the "Agreement") between the Fund and the
Advisor states that the Advisor shall give the Fund the benefit of its best
judgment and effort in rendering services thereunder, but the Advisor shall not
be liable for any loss sustained by reason of the purchase, sale or retention of
any security, whether or not such purchase, sale or retention shall have been
based upon its own investigation and research or upon
investigation and research made by any other individual, firm or corporation,
if such purchase, sale or retention shall have been made and such other
individual, firm or corporation shall have been selected in good faith. The
Agreement also states that nothing contained therein shall, however, be
construed to protect the Advisor against any liability to the Fund or its
security holders by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under the Agreement.

B-25

<PAGE>

The Agreement provides that it is agreed that the Advisor shall have no
responsibility or liability for the accuracy or completeness of the Fund's
Registration Statement under the 1940 Act or the Securities Act of 1933 except
for information supplied by the Advisor for inclusion therein; the Fund agrees
to indemnify the Advisor to the full extent permitted by the Fund's Articles of
Incorporation. The Advisor is the Fund's Transfer Agent.

Pursuant to a separate expense limitation agreement, the Advisor has
contractually agreed to waive fees and reimburse expenses so that the total
operating expenses do not exceed 1.20% of the daily net assets of the Moderate
Growth, Growth, Maximum Horizon, Small Cap, and Equity Portfolios and 0.85% of
the daily net assets of the Bond Portfolio. This agreement will remain in
effect until at least April 30, 2001 and may be extended.

For the period ended December 31, 1999 (unless otherwise indicated), the
aggregate total of fees paid by the Portfolios to the Advisor were as follows:

<TABLE>
<CAPTION>
<BTB>
Portfolio 1997 1998 1999

Fees Paid Fees Waived Fees Paid Fees Waived Fees Paid Fees Waived
<S> <C> <C> <C> <C> <C> <C>
Moderate Growth Portfolio N/A $1,358 N/A $1,478 N/A $1,783
Growth Portfolio. . . . . N/A $1,789 N/A $5,862 N/A $5,125
Maximum Horizon Portfolio N/A $1,519 N/A $1,658 N/A $1,974
Small Cap Portfolio . . . N/A $1,548 N/A $1,533 N/A $1,410
Equity Portfolio. . . . . N/A $1,561 N/A $1,652 N/A $2,070
Bond Portfolio. . . . . . N/A $ 649 N/A $ 724 N/A $ 741
</TABLE>

Manning & Napier Investor Services, Inc., acts as Distributor of the Fund shares
and is located at the same address as the Advisor and the Fund. There will be no
additional costs for this service.

On April 14, 2000 the Advisor became the Fund's accounting services agent. For
these services, the Fund will pay the Advisor a fee of 0.04% of each Series'
daily net assets calculated daily and payable monthly, with a minimum annual fee
of $48,000 per Series. The Advisor has entered into an agreement with BISYS Fund
Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219 under which BISYS
will serve as sub-accounting services agent.

PRINCIPAL SHAREHOLDERS

As of April 12, 2000, the outstanding shares were allocated as follows: the
Advisor owns all of the outstanding shares of the Maximum Horizon Portfolio,
60.9% of the Moderate Growth Portfolio, and 28.9% of the Growth Portfolio.
Variable Account A, a segregated asset account of Keyport Life Insurance
Company, 125 High Street, Boston, MA 02110 owns 42.3% of the Growth Portfolio.
Variable Account J, a segregated asset account of Liberty Life Assurance
Company, 125 High Street, Boston, MA 02110 owns: 39.1% of the Moderate Growth
Portfolio and 28.8% of the Growth Portfolio. There were no outstanding shares
of the Small Cap Portfolio, Equity Portfolio, or Bond Portfolio.

CUSTODIAN AND INDEPENDENT ACCOUNTANT

The custodian is Boston Safe Deposit and Trust Company, 135 Santilli Highway,
Everett, MA 02149. Boston Safe Deposit and Trust Company may, at its own

B-26

<PAGE>

expense, employ a sub-custodian on behalf of the foreign securities held by the
Fund, provided that Boston Safe Deposit and Trust Company shall remain liable
for all its duties as custodian. The Fund's independent accountants are
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Agreement states that in connection with its duties to arrange for the
purchase and the sale of securities held in the Portfolios of the Fund by
placing purchase and sale orders for the Fund, the Advisor shall select such
broker-dealers ("brokers") as shall, in the Advisor's judgment, implement the
policy of the Fund to achieve "best execution", i.e., prompt and efficient
execution at the most favorable securities price. In making such selection, the
Advisor is authorized in the Agreement to consider the reliability, integrity
and financial condition of the broker, the size and difficulty in executing the
order and the value of the expected contribution of the broker to the investment
performance of the Fund on a continuing basis. The Advisor is also authorized to
consider whether a broker provides brokerage and/or research services to the
Fund and/or other accounts of the Advisor. The Fund understands that a
substantial amount of its portfolio transactions may be transacted with primary
market makers acting as principal on a net basis, with no brokerage commissions
being paid by the Fund. Such principal transactions may, however, result in a
profit to market makers. In certain instances the Advisor may make purchases of
underwritten issues for the Fund at prices which include underwriting fees. The
Agreement states that the commissions paid to such brokers may be higher than
another broker would have charged if a good faith determination is made by the
Advisor that the commission is reasonable in relation to the services provided,
viewed in terms of either that particular transaction or the Advisor's overall
responsibilities as to the
accounts as to which it exercises investment discretion and that the Advisor
shall use its judgment in determining that the amount of commissions paid is
reasonable in relation to the value of brokerage and research services provided.
The Advisor is further authorized to allocate the orders placed by it on behalf
of the Fund to such brokers or dealers who also provide research or statistical
material, or other services, to the Fund, the Advisor, or any affiliate of
either. Such allocation shall be in such amounts and proportions as the Advisor
shall determine, and the Advisor shall report on such allocations regularly to
the Fund, indicating the broker-dealers to whom such allocations have been made
and the basis therefore.

The research services discussed above may be in written form or through direct
contact with individuals and may include information as to particular companies
and securities as well as market, economic or institutional areas and
information assisting the Fund in the valuation of its investments. The research
which the Advisor receives for the Fund's brokerage commissions, whether or not
useful to the Fund may be useful to the Advisor in managing the accounts of the
Advisor's other advisory clients. Similarly, the research received for the
commissions of such accounts may be useful to the Fund.

B-27

<PAGE>

For the fiscal year ended December 31, 1999, the Series paid brokerage
commissions to brokers because of research services provided as follows:

<TABLE>
<CAPTION>
Aggregate Dollar
Brokerage Commission Amount of Transaction
In Connection with For which Such
Research Services Commissions
Portfolio Provided Were Paid
<S> <C> <C>
Equity Portfolio $668 $293,512
Growth Portfolio $862 $492,531
Maximum Horizon Portfolio $451 $255,003
Moderate Growth Portfolio $248 $113,830
Small Cap Portfolio $211 $62,023
</TABLE>

There were no brokerage commissions paid to affiliates during the last three
fiscal years.

NET ASSET VALUE

The net asset value is determined on each day that the New York Stock Exchange
is open for trading. In determining the net asset value of the Fund's shares,
common stocks that are listed on national securities exchanges or the NASDAQ
National Market System are valued at the last sale price on the exchange on
which each stock is principally traded as of the close of the New York Stock
Exchange (which is currently 4:00 p.m., Eastern time), or, in the absence of
recorded sales, at the closing bid prices on such exchanges or on such System.
Short-term investments that mature in less than 60 days are normally valued at
amortized cost. Unlisted securities that are not included in such NASDAQ are
valued at the quoted bid prices in the over-the-counter market. All securities
initially expressed in foreign currencies will be converted to U.S. dollars at
the exchange rates quoted at the close of the New York markets. Short securities
positions are accounted for at value, using the same method of valuation
described above. Securities and other assets for which market quotations are not
readily available are valued by appraisal at their fair value as determined in
good faith by the Advisor under procedures established by and under the general
supervision and responsibility of the Fund's Board of Directors. The Advisor may
use a pricing service to obtain the value of the Fund's portfolio securities
where the prices provided by such pricing service are believed to reflect the
fair market value of such securities. The methods used by the pricing service
and the valuations so established will be reviewed by the Advisor under the
general supervision of the Fund's Board of Directors. Several pricing services
are available, one or more of which may be used as approved by the Fund's Board
of Directors.

The foreign securities held by the Series may be listed on foreign exchanges
that trade on days when the NYSE is not open and the Series do not price their
shares. As a result, the net asset value of a portfolio may change at a time
when shareholders are not able to purchase or redeem shares.

REDEMPTION OF SHARES
PAYMENT FOR SHARES REDEEMED
Payment for shares presented for redemption may be delayed more than three days
only for (1) any period (A) during which the New York Stock Exchange is closed
other than customary weekend and holiday closings or (B) during which trading on

B-28

<PAGE>

the New York Stock Exchange is restricted; (2) for any period during which an
emergency exists as a result of which (A) disposal by the Fund of securities
owned by it is not reasonably practicable or (B) it is not reasonably
practicable for the Fund to determine the value of its net assets; or (3) for
such other periods as the Securities and Exchange Commission may by
order permit.

REDEMPTION IN KIND

If the Board of Directors determines that it would be detrimental to the best
interests of the remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay the redemption price in whole or in part by a
distribution in kind of securities from the portfolio of the Fund, in lieu of
cash in conformity with applicable rules of the Securities and Exchange
Commission. The Fund, however, has elected to be governed by Rule 18f-1 under
the 1940 Act pursuant to which the Portfolio is obligated to redeem shares
solely in cash up to the lesser of $250,000 or one per cent of the net asset
value of the Fund during any 90 day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, the Fund will have the
option of redeeming the excess in cash or in kind. If shares are redeemed in
kind, the redeeming shareholder might incur brokerage costs in converting the
assets into cash.

TAXES

Each Portfolio of the Fund intends to qualify each year and elect to be taxed as
a regulated investment company under Subchapter M of the United States Internal
Revenue Code of 1986, as amended (the "Code").

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Portfolio will not be subject to federal
income tax on any of its net investment income or net realized capital gains
that are distributed to the separate accounts of the Life Companies.
In order to qualify as a "regulated investment company," a Portfolio must, among
other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock, securities, or foreign currencies, and other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies
and (b) diversify its holdings so that, at the close of each quarter of its
taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government Securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total assets
of the Portfolio and not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its assets is invested
in the securities of any issuer (other than U.S. Government Securities). In
order to receive the favorable tax treatment accorded regulated investment
companies and their shareholders, moreover, a Portfolio must in general
distribute at least 90% of its interest, dividends, net short-term capital
gains, and certain other income each year.

With respect to investment income and gains received by a Portfolio from sources
outside the United States, such income and gains may be subject to foreign taxes
which are withheld at the source. The effective rate of foreign taxes in which
a Portfolio will be subject depends on the specific countries in which its
assets will be invested and the extent of the assets invested in each such
country and therefore cannot be determined in advance.
A Portfolio's ability to use options, futures, and forward contracts and other
hedging techniques, and to engage in certain other transactions, may be limited
by tax considerations. A Portfolio's transactions in
foreign-currency-denominated debt instruments and its hedging activities will
likely produce a difference between its book income and its taxable income.
This difference may cause a portion of the Portfolio's distributions of book
income to constitute returns of capital for tax purposes or require the
Portfolio to

B-29

<PAGE>

make distributions exceeding book income in order to permit the Portfolio to
continue to qualify, and be taxed under Subchapter M of the Code, as a regulated
investment company.

Under federal income tax law, a portion of the difference between the purchase
price of zero-coupon securities in which a Portfolio has invested and their face
value ("original issue discount") is considered to be income to the Portfolio
each year, even though the Portfolio will not receive cash interest payments
from these securities. This original issue discount (imputed income) will
comprise a part of the net investment income of the Portfolio which must be
distributed to shareholders in order to maintain the qualification of the
Portfolio as a regulated investment company and to avoid federal income tax at
the level of the Portfolio.

This discussion of the federal income tax treatment of the Fund and its
shareholders is based on the law as of the date of this Statement of Additional
Information. It does not describe in any respect the tax treatment of any
insurance or other product pursuant to which investments in the Fund may be
made.

SPECIAL CONSIDERATIONS

The Portfolios serve as the underlying investments for Variable Contracts issued
through separate accounts of the Life Companies which may or may not be
affiliated.

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Variable Contracts, which are in addition to the diversification requirements
imposed on the Portfolios by the 1940 Act and Subchapter M. Failure to satisfy
those standards would result in imposition of federal income tax on a Variable
Contract owner with respect to earnings allocable to the Variable Contract prior
to the receipt of payments thereunder. Section 817(h)(2) provides that a
segregated asset account that funds contracts such as the Variable Contracts is
treated as meeting the diversification standards if, as of the close of each
quarter, the assets in the account meet the diversification requirements for a
regulated investment company and no more than 55% of those assets consist of
cash, cash items, U.S. Government securities and securities of other regulated
investment companies. There is an exception for securities issued by the
Treasury Department in connection with variable life insurance policies.

The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, and each
United States government agency or instrumentality shall be treated as a
separate issuer.

Each Portfolio will be managed in such a manner as to comply with these
diversification requirements. It is possible that, in order to comply with these
requirements, less desirable investment decisions may be made which would affect
the investment performance of a Portfolio.

B-30

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each of the Portfolios will declare and distribute dividends from net investment
income, if any, and will distribute its net realized capital gains, if any, at
least annually. Both dividends and capital gain distributions will be made in
shares of such Portfolios unless an election is made on behalf of a separate
account to receive dividends and capital gain distributions in cash.

PERFORMANCE INFORMATION

The Fund may from time to time quote various performance figures to illustrate
the Portfolios' past performance.

Performance quotations by investment companies are subject to rules adopted by
the SEC, which require the use of standardized performance quotations. In the
case of total return, non-standardized performance quotations may be furnished
by the Fund but must be accompanied by certain standardized performance
information computed as required by the SEC. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the SEC. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

Total Return

From time to time each Portfolio may advertise total return for each class of
shares of the Portfolio. Total return figures are based on historical earnings
and are not intended to indicate future performance. The average annual total
return is determined by finding the average annual compounded rates of return
over 1-, 5-, and 10-year periods (or over the life of the Series) that would
equate an initial hypothetical $1,000 investment to its ending redeemable value.
The calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1-, 5-, and 10-year period (or over the life of the Portfolio) and the
deduction of all applicable Fund expenses on an annual basis.

The average annual compounded rates of return (unless otherwise noted) for the
Fund's Series for the periods ended December 31, 1999 are as follows:

<TABLE>
<CAPTION>
Average
Annual
One Since
Name of Portfolio Inception Date Year Inception
<S> <C> <C> <C>
Moderate Growth Portfolio 11/1/96 4.06% 7.57%
Growth Portfolio. . . . . 11/1/96 12.74% 11.36%
Maximum Horizon Portfolio 11/1/96 34.28% 20.43%
Equity Portfolio. . . . . 11/1/96 43.26% 22.57%
Small Cap Portfolio . . . 11/1/96 8.60% 5.11%
Bond Portfolio. . . . . . 11/1/96 -3.34% 4.71%
</TABLE>

B-31

<PAGE>

The above figures were calculated according to the following formula:
P(1 +T)n = ERV

where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of hypothetical $1,000
payment made at the beginning of the l-, 5-, or
10-year periods at the end of the l-, 5-, or
10-year periods (or fractional portion thereof).

A Portfolio's yield is presented for a specified 30-day period (the "base
period"). Yield is based on the amount determined by (i) calculating the
aggregate of dividends and interest earned by the Portfolio during the base
period less expenses accrued for that period, and (ii) dividing that amount by
the product of (A) the average daily number of shares of the Portfolio
outstanding during the base period and entitled to receive dividends and (B) the
net asset value per share of the Portfolio on the last day of the base period.
The result is annualized on a compounding basis to determine the Portfolio's
yield. For this calculation, interest earned on debt obligations held by a
Portfolio is generally calculated using the yield to maturity (or first expected
call date) of such obligations based on their market values (or, in the case of
receivables-backed securities such as GNMAs, based on cost). Dividends on
equity securities are accrued daily at their stated dividend rates.

From time to time, the Advisor may reduce its compensation or assume expenses in
respect of the operations of a Portfolio in order to reduce the Portfolio's
expenses. Any such waiver or assumption would increase a Portfolio's yield and
total return during the period of the waiver or assumption.

SHAREHOLDER COMMUNICATIONS

Owners of Variable Contracts issued by the Life Companies for which shares of
one or more Portfolios are the investment vehicle are entitled to receive from
the Life Companies unaudited semi-annual financial statements and audited
year-end financial statements certified by the Fund's independent public
accountants. Each report will show the investments owned by the Portfolios and
the market value thereof and will provide other information about the Fund and
its operations.

FINANCIAL STATEMENTS

The financial statements of the Fund are incorporated by reference into this
Statement of Additional Information. The financial statements with respect to
the Portfolios have been audited by PricewaterhouseCoopers, LLP independent
public accountants to such Portfolios. The Fund's annual report(s) are
incorporated herein by reference in reliance upon their authority as experts in
accounting and auditing. A copy of the December 31, 1999 Annual
Report(s) to Shareholders must accompany the delivery of this Statement
of Additional Information.

B-32

<PAGE>

APPENDIX - DESCRIPTION OF BOND RATINGS1

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") SHORT-TERM PRIME RATING SYSTEM -
TAXABLE DEBT AND DEPOSITS GLOBALLY

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

Leading market positions in well-established industries.
High rates of return on funds employed.
Conservative capitalization structure with moderate reliance on debt and
Ample asset protection.
Broad margins in earnings coverage of fixed financial charges and high
Internal cash generation.
Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

Not Prime: Issuers rated Not Prime do not fall within any of the Prime rating
categories.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch
obligations are rated at the lower of the bank's rating or Moody's Sovereign
Rating for Bank Deposits for the country in which the branch is located.

1 THE RATINGS INDICATED HEREIN ARE BELIEVED
TO BE THE MOST RECENT RATINGS AVAILABLE AT THE DATE OF THIS STATEMENT OF
ADDITIONAL INFORMATION FOR THE SECURITIES LISTED. RATINGS ARE GENERALLY GIVEN
TO SECURITIES AT THE TIME OF ISSUANCE. WHILE THE RATING AGENCIES MAY FROM TIME
TO TIME REVISE SUCH RATINGS, THEY UNDERTAKE NO OBLIGATION TO DO SO, AND THE
RATINGS INDICATED DO NOT NECESSARILY REPRESENT RATINGS WHICH WILL BE GIVEN TO
THESE SECURITIES ON THE DATE OF THE FUND'S FISCAL YEAR-END.

B-33

<PAGE>

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by actions of the government controlling the currency of denomination.
In addition, risks associated with bilateral conflicts between an investor's
home country and either the issuer's home country or the country where an
issuer's branch is located are not incorporated into Moody's short-term debt
ratings.

If an issuer represents to Moody's that its short-term debt obligations are
supported by the credit of another entity or entities, then the name or names of
such supporting entity or entities are listed within the parenthesis beneath the
name of the issuer, or there is a footnote referring the reader to another page
for the name or names of the supporting entity or entities. In assigning ratings
to such issuers, Moody's evaluates the financial strength of the affiliated
corporations, commercial banks, insurance companies, foreign governments or
other entities, but only as one factor in the total rating assessment.

<PAGE>

Moody's Corporate Bond Ratings

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

B-34

<PAGE>

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicated that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicated
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B: A short-term obligation rated B is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C: A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

STANDARD & POOR'S CORPORATE BOND RATINGS

Aaa: An obligation rated Aaa has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated AA differs from the highest-rated obligations only in a
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

B-35

BBB: An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to the
obligor's capacity to meet its financial commitment on the obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

D: An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments are jeopardized.

Plus (+) or Minus (-): The rating from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

B-36

<PAGE>

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) (1) Articles of Incorporation. (Incorporated by reference to
Registrant s Registration Statement on Form N-1A Filed on December 1, 1995 with
Accession Number 0001003369-95-000004.)

(2) Articles Supplementary. (Incorporated by reference to
Registrant s Registration Statement on Form N-1A Filed on June 27, 1996
with Accession Number 0001003369-96-000005 .)

(b) By-Laws. (Incorporated by reference to Registrant s Registration
Statement on Form N-1A Filed on December 1, 1995 with Accession Number
0001003369-95-000004 .)

(d) Form of Investment Advisory Agreement.(Incorporated by reference to
Registrant s Registration Statement on Form N-1A Filed on June 27, 1996 with
Accession Number 0001003369-96-000005 .)

(e) Form of Distribution Agreement. (Incorporated by reference to
Registrant s Registration Statement on Form N-1A Filed on June 27, 1996 with
Accession Number 0001003369-96-000005 .)

(f) Not Applicable.

(g) Form of Custodian Agreement. (Incorporated by reference to Registrant s
Registration Statement on Form N-1A filed on June 27, 1996 with Accession
Number 0001003369-96-000005 .)

(h) (1) Form of Transfer Agent Agreement between the Registrant and Manning &
Napier Advisors, Inc.(Incorporated by reference to Registrant s Registration
Statement on Form N-1A filed on June 27, 1996 with Accession Number
0001003369-96-000005 .)

(2) Fund Participation Agreement between Manning & Napier Insurance
Fund, Inc., Manning & Napier Investor Services, Inc., Manning & Napier Advisors,
Inc. and Keyport Life Insurance Company. (Incorporated by reference to
Registrant s Registration Statement on Form N-1A filed on April 30, 1997 with
Accession Number 0001003369-97-0000015 .)

(3) Master Services Agreement between Manning & Napier Advisors, Inc.
and Exeter Insurance Fund, Inc is filed herewith.

(i) Opinion and Consent of Blazzard, Grodd & Hasenauer, P.C. is filed
herewith

(j) Opinion and Consent of Independent Accountants,
PricewaterhouseCoopers is filed herewith.

(k) Not Applicable.

(l) Purchase Agreement. (Incorporated by reference to Registrant s
Registration Statement on Form N-1A Filed on June 27, 1996 with Accession
Number 0001003369-96-000005 .)

(m) Not Applicable.

(n) Not Applicable.

(o) Not Applicable

(p) Code of Ethics adopted by Exeter Insurance Fund, Inc., Manning &
Napier Advisors, Inc., and Manning & Napier Investor Services, Inc. is filed
herewith.

<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None

ITEM 25. INDEMNIFICATION

Reference is made to subparagraph (b) of paragraph (7) of Article SEVENTH of
Registrant's Articles of Incorporation, which reflects the positions taken in
Investment Company Act Release No. 11330. Insofar as indemnification for
liability arising under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER AND
SUB-ADVISERS

Manning & Napier Advisors, Inc. is the investment advisor of the Registrant. For
information as to the business, profession, vocation or employment of a
substantial nature of Manning & Napier Advisors, Inc., its directors and
officers, reference is made to Part B of this Registration Statement and to Form
ADV (File No. 801-10733) as filed under the Investment Advisers Act of 1940 by
Manning & Napier Advisors, Inc.

ITEM 27. PRINCIPAL UNDERWRITER

(a) Not Applicable
(b) Manning & Napier Investor Services, Inc. is the Distributor of the
Registrant's shares.

<TABLE>
<CAPTION>
Name & Principal Positions & Offices Positions & Offices
Business Address with Distributor with Registrant
<S> <C> <C>
B. Reuben Auspitz . . . President & Director President &
1100 Chase Square Director
Rochester, NY 14604

Julie Raschella . . . . Director N/A
1100 Chase Square
Rochester, NY 14604

Beth Hendershot Galusha
1100 Chase Square Chief Financial
Rochester, NY 14604 . . Treasurer Officer, Treasurer

Amy Williams. . . . . . Corporate Secretary N/A
1100 Chase Square
Rochester, NY 14604

George Nobilski. . . . Director N/A
1100 Chase Square
Rochester, NY 14604

</TABLE>

<PAGE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession of Registrant except for the
records required by Rule 31a-1(b)(2)(a) and (b), which are in the possession of
the Custodian.

ITEM 29. MANAGEMENT SERVICES

Other than as set forth in Parts A and B of this Registration Statement, the
Registrant is not a party to any management-related service contract.

ITEM 30. UNDERTAKINGS

None

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly certifies that it meets all
of the requirements for effectiveness of this Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 5 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rochester and State of New York on the 28th day of April , 2000 .

Manning & Napier Insurance Fund, Inc
(Registrant)

By /s/ B. Reuben Auspitz
B. Reuben Auspitz
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

/s/ B. Reuben Auspitz Principal Executive Officer
B. Reuben Auspitz and Director
May 1, 2000

/s/ Martin F. Birmingham
Martin F. Birmingham Director
May 1, 2000

/s/Harris H. Rusitzky
Harris H. Rusitzky Director
May 1, 2000

/s/ Peter L. Faber
Peter L. Faber Director May 1, 2000

/s/ Stephen B. Ashley
Stephen B. Ashley Director
May 1, 2000

/s/ Beth H. Galusha
Beth H. Galusha
Chief Financial & Accounting Officer, Treasurer
May 1, 2000

<PAGE>

INDEX TO EXHIBITS

EX-99.H(3) Master Services Agreement

EX-99.I Opinion and Consent of Blazzard, Grodd & Hasenauer, P.C.

EX-99.J Opinion and Consent of Independent Accountants
PricewaterhouseCoopers, LLC

EX-99.P Code of Ethics

MASTER SERVICES AGREEMENT

THIS AGREEMENT is made as of the 14th day of April, 2000 by and between
EXETER INSURANCE FUND, INC., a Maryland corporation (the "Fund"), and MANNING &
NAPIER ADVISORS, INC., a New York corporation ("MNA").

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund desires to retain MNA to provide certain services on
behalf of the Fund, as set forth in the Appendices to this Agreement, and MNA is
willing so to serve.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints MNA to perform such services and
to serve such functions on behalf of the Fund as set forth in the Appendices to
this Agreement, on the terms set forth in this Agreement and the Appendices
hereto. MNA accepts such appointment and agrees to furnish such services and
serve such functions. The Fund may have currently outstanding one or more
series (the "Series") or classes of its shares of common stock, par value $0.01
per share ("Shares") and may from time to time hereafter issue separate series
or classes of its Shares or classify and reclassify Shares of any series or
class, and the appointment effected hereby shall constitute appointment for the
provision of services with respect to all existing series and classes and any
additional series and classes unless the parties shall otherwise agree in
writing.

2. Delivery of Documents. The Fund has furnished MNA with copies properly
certified or authenticated of the following documents and will furnish MNA from
time to time with copies, properly certified or authenticated, of all amendments
of or supplements thereto, if any:

(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of MNA to act in such capacities on behalf of the Fund as set forth
in the Appendices to this Agreement, and the entering into of this Agreement by
the Fund;

(b) The Fund's Articles of Incorporation and all amendments thereto
(the "Charter") and the Fund's By-Laws and all amendments thereto (the
"By-Laws");

(c) The Fund's most recent Registration Statement on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act") and under the 1940 Act
as filed with the Securities and Exchange Commission (the "SEC") relating to the
Shares; and

(d) Copies of the Fund's most recent prospectus or prospectuses,
including amendments and supplements thereto (collectively, the "Prospectus").

3. Services to be Provided; Fees. During the term of this Agreement,
MNA shall perform the services and act in such capacities on behalf of the Fund
as set forth herein and in the Appendices to this Agreement. For the services
performed by MNA for the Fund, the Fund will compensate MNA in such amounts as
may be agreed to from time to time by the parties in writing on Schedule A to
this Agreement. MNA may delegate, subject to the approval of the Board of
Directors of the Fund, any of its duties under this Agreement or the Appendices
attached hereto to a third party provider of services.

4. Records. The books and records pertaining to the Fund which are
in the possession of MNA shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during MNA's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by MNA to the Fund
or the Fund's authorized representative at the Fund's expense.

5. Cooperation With Accountants. In addition to any obligations set
forth in an Appendix hereto, MNA shall cooperate with the Fund's independent
accountants and shall take all reasonable actions in the performance of its
obligations under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of such accountants'
opinion of the Fund's financial statements or otherwise, as such may be required
by the Fund from time to time.

6. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the Fund complies with all
applicable requirements of the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction. MNA undertakes to comply with all
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
Commodities Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
MNA of its duties under this Agreement, including the Appendices hereto.

7. Expenses.

(a) MNA shall bear all expenses of its employees and
overhead incurred in connection with its duties under this Agreement and shall
pay all salaries and fees of the Fund's directors and officers who are employees
of MNA.

(b) The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund, including, without limitation: the fees of the
Fund's investment advisor, administrator and distributor; the charges and
expenses of any registrar, any custodian or depositary appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the Fund
to federal, state or other governmental agencies; the cost and expense of
engraving or printing of stock certificates representing Shares; all costs and
expenses in connection with maintenance of registration of the Fund and its
Shares with the SEC and various states and other jurisdictions (including filing
fees and legal fees and disbursements of counsel); the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of directors or members of any
advisory board or committee other than such directors or members who are
"interested persons" of the Fund (as defined in the 1940 Act); all expenses
incident to the payment of any dividend, distribution, withdrawal or redemption,
whether in Shares or in cash; charges and expenses of any outside service used
for pricing of the Shares; charges and expenses of legal counsel, including
counsel to the directors of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act), and of independent accountants, in connection
with any matter relating to the Fund; a portion of membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and directors) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

8. Liability; Indemnification. Neither MNA nor any of its
officers, directors or employees shall be liable for any error of judgment or
for any loss suffered by the Fund in connection with the matters to which this
Agreement, including the Appendices hereto, relates, except a loss resulting
from willful misfeasance, bad faith or negligence on its or their part in the
performance of, or from reckless disregard by it or them of, its or their
obligations and duties under this Agreement. The Fund agrees to indemnify and
hold harmless MNA and its nominees from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and
foreign securities and blue sky laws, all as currently in existence or as
amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which MNA takes or does or omits to take or do at the request or
on the direction of or in reliance on the advice of the Fund; provided, that
neither MNA nor any of its nominees shall be indemnified against any liability
to the Fund or to its shareholders (or any expenses incident to such liability)
arising out of MNA's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement. Notwithstanding
anything else in this Agreement or any Appendix hereto to the contrary, MNA
shall have no liability to the Fund for any consequential, special or indirect
losses or damages which the Fund may incur or suffer as a consequence of MNA's
performance of the services provided in this Agreement or any Appendix hereto.

9. Responsibility of MNA. MNA shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by MNA in writing. In the performance of its
duties hereunder, MNA shall be obligated to exercise care and diligence and to
act in good faith and to use its best efforts within reasonable limits in
performing services provided for under this Agreement, but MNA shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or negligence on the part of MNA or reckless disregard by MNA of its
duties under this Agreement. Notwithstanding anything in this Agreement to the
contrary, MNA shall have no liability to the Fund for any consequential, special
or indirect losses or damages which the Fund may incur or suffer by or as a
consequence of MNA's performance of the services provided hereunder.

10. Non-Exclusivity. The services of MNA to the Fund are not to be
deemed exclusive and MNA shall be free to render accounting or other services
to others (including other investment companies) and to engage in other
activities. It is understood and agreed that directors, officers or employees
of MNA may serve as directors or officers of the Fund, and that directors or
officers of the Fund may serve as directors, officers and employees of MNA to
the extent permitted by law; and that directors, officers and employees of MNA
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, directors
or officers of any other firm or corporation, including other investment
companies.

11. Notice. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, to the Fund at 1100 Chase Square,
Rochester, New York, 14604, Attention: B. Reuben Auspitz, or to MNA at 1100
Chase Square, Rochester, New York, 14604, Attention: William Manning.

12. Miscellaneous.

(a) This Agreement shall become effective as of the date
first above written and shall remain in force until terminated. This Agreement,
or any Appendix hereto, may be terminated at any time without the payment of any
penalty, by either party hereto on sixty (60) days' written notice to the other
party.

(b) This Agreement shall be construed in accordance with
the laws of the State of New York.

(c) If any provisions of this Agreement shall be held or
made invalid in whole or in part, the other provisions of this Agreement shall
remain in force. Invalid provisions shall, in accordance with the intent and
purpose of this Agreement, be replaced by mutual consent of the parties with
such valid provisions which in their economic effect come as close as legally
possible to such invalid provisions.

(d) Except as otherwise specified in the Appendices
hereto, MNA shall be entitled to rely on any notice or communication believed by
it to be genuine and correct and to have been sent to it by or on behalf of the
Fund.

(e) MNA agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the Fund and
its prior, present, or potential shareholders, except, after prior notification
to and approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where MNA may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.

(f) Any part of this Agreement or any Appendix attached
hereto may be changed or waived only by an instrument in writing signed by both
parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.

EXETER INSURANCE FUND, INC.

By: /s/B. Reuben Auspitz
Title: President

MANNING & NAPIER ADVISORS, INC.

By: /s/ William Manning
Title: President

ACCOUNTING SERVICES APPENDIX
TO
MASTER SERVICES AGREEMENT
BETWEEN
EXETER INSURANCE FUND, INC.
MANNING & NAPIER ADVISORS, INC.

This Appendix is hereby incorporated into and made a part of the Master
Services Agreement dated as of April 14, 2000, (the "Master Services Agreement")
between EXETER INSURANCE FUND, INC. and MANNING & NAPIER ADVISORS, INC. Defined
terms not other wise defined herein shall have the meaning set forth in the
Master Services Agreement.

1. MNA will perform the following accounting functions if
required:

(a) Maintenance of Books and Records. MNA will keep and maintain the
following books and records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):

(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of cash and
all other debits and credits, as required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest accrued and
interest received, as required by subsection (b)(2)(i) of the Rule;

(iii) Separate ledger accounts required by subsection (b)(2)(ii) and
(iii) of the Rule; and

(iv) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule.

(b) Performance of Daily Accounting Services. In addition to the
maintenance of the books and records specified above, MNA shall perform the
following accounting services daily for each Fund:

(i) Calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 1(b)(ii) below;

(ii) Obtain security prices from independent pricing services;

(iii) Verify and reconcile with the Fund's custodian all daily trade
activity, verify and reconcile cash and foreign currency daily, verify and
reconcile all positions at least monthly;

(iv) Compute, as appropriate, each Series' net income and capital
gains, dividend payables, dividend factors, 7-day yields, 7-day effective
yields, 30-day yields, and weighted average portfolio maturity;

(v) Review daily the net asset value calculation and dividend factor
(if any) for each Series prior to release to shareholders, check and confirm the
net asset values and dividend factors for reasonableness and deviations,
and distribute net asset values and yields to NASDAQ, Fund's transfer agent,
the Fund, and other recipients as requested;

(vi) Report to the Fund the daily market pricing of securities in any
money market Funds, with the comparison to the amortized cost basis;

(vii) Determine unrealized appreciation and depreciation on securities
held in variable net asset value Funds;

(viii) Amortize premiums and accrete discounts on securities purchased at
a price other than face value, if requested by the Company;

(ix) Update fund accounting system to reflect rate changes on variable
interest rate instruments;

(x) Post Fund transactions to appropriate categories;

(xi) Accrue expenses of each Series;

(xii) Determine the outstanding receivables and payables for all
(1) security trades, (2) Fund share transactions and (3) income and
expense accounts;

(xiii) Provide accounting reports in connection with the Fund's regular
annual audit and other audits and examinations by regulatory agencies and make
sufficient staff available for issues relating to said audits and examinations;
and

(xiv) Provide such periodic reports as the parties shall agree upon, as
set forth in a separate schedule.

(xv) Post shareholder activity.

(xvi) Post and monitor corporate actions not subject to investment
adviser election.

(xvii) Calculate allocation of income, expenses, and security
appreciation/depreciation across multiple classes as appropriate.

(xviii) Complete mutual fund database surveys and file as requested.

(xix) Provide access to internet-based on-line fund accounting
information system, which contains fund accounting records and information that
is required to be provided under the terms of this Agreement.

(i) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the Fund. The download
will include the following items:

Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;

(ii) Provide accounting information for the following:

(A) federal and state income tax returns and federal excise
tax returns;
(B) the Fund's semi-annual reports with the Securities and
Exchange Commission ("SEC") on Form N-SAR;
(C) the Fund's annual, semi-annual and quarterly (if any)
shareholder reports;
(D) registration statements on Form N-1A and other filings
relating to the registration of shares;
(E) the Administrator's monitoring of the Fund's status
as a regulated investment company under Subchapter M of
the Internal Revenue Code, as amended;
(F) annual audit by the Fund's auditors; and
(G) examinations performed by the SEC.

2. Records. MNA shall keep the following records: (a) all books and
records with respect to the Fund's books of account; and (b) records of the
Fund's securities transactions.

3. Liaison With Accountants. In addition to MNA's obligations relating to
the Fund's independent Accountants set forth in the Master Services Agreement,
MNA shall act as liaison with the Fund's independent accountants and shall
provide account analyses, fiscal year summaries, and other audit related
schedules.

4. Compensation. For services performed by MNA pursuant to this Appendix,
the Fund will pay to MNA compensation for such services as the parties may agree
to from time to time in writing, set forth in, Schedule A, hereto, as such
Schedule may be amended from time to time.

<PAGE>
SCHEDULE A
SCHEDULE OF ACCOUNTING SERVICES FEES
TO THE ACCOUNTING SERVICES AGREEMENT
BETWEEN
EXETER INSURANCE FUND, INC. AND
MANNING & NAPIER ADVISORS, INC.

ANNUAL FEE:

Manning & Napier Advisors, Inc. shall be entitled to receive an annual fee from
Exeter Insurance Fund, Inc. in accordance with the following schedule:

The greater of (i) four one-hundredths of on percent (0.04%) of each Series
average daily net assets or (ii) $48,000 for each Series, calculated and paid
monthly.

OUT-OF-POCKET EXPENSES:

Out-of Pocket expenses include, but are not limited to:

All freight and other delivery and bonding charges incurred by Fund Accountant
in delivering materials to and from the Company;

All direct telephone, telephone transmission and telecopy or other electronic
transmission expenses incurred by Fund Accountant in communication with the
Company, the Company's investment adviser or custodian, dealers or others as
required for Fund Accountant to perform the services to be provided hereunder;

The cost of obtaining security market quotes pursuant to Section l (b)(ii) in
the Accounting Services Appendix;

The cost of microfilm or microfiche of records or other materials;

All systems-related expenses associated with the provision of special reports
and services pursuant to Section 1(c) herein;

Any expenses Fund Accountant shall incur at the written direction of an
officer of the Company thereunto duly authorized; and

Any additional expenses reasonably incurred by Fund Accountant in the
performance of its duties and obligations under this Agreement.
<PAGE>

April 27, 2000

Board of Directors
Exeter Insurance Fund, Inc.
1100 Chase Square
Rochester, NY 14604

Re: Opinion of Counsel - Exeter Insurance Fund, Inc.

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing
with the Securities and Exchange Commission of Post-Effective Amendment No. 5 to
a Registration Statement on Form N-1A with respect to Exeter Insurance Fund,
Inc. (formerly Manning & Napier Insurance Fund, Inc.)

We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

1. Exeter Insurance Fund, Inc. ("Fund") is an open-end management investment
company.

2. The Fund is a corporation created and validly existing pursuant to the
Maryland Laws.

3. All of the prescribed Fund procedures for the issuance of the shares have
been followed, and, when such shares are issued in accordance with the
Prospectus contained in the Registration Statement for such shares, all state
requirements relating to such Fund shares will have been complied with.

4. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and upon
compliance with applicable law, such shareholders will have legally-issued,
fully paid, non-assessable shares of the Fund.

<PAGE>
Exeter Insurance Fund, Inc.
April 27, 2000
Page 2

You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By /s/ RAYMOND A. O HARA III
Raymond A. O'Hara III

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Exeter Insurance Fund, Inc.:

We hereby consent to the following with respect to Post-effective Amendment No.
xx to the Registration Statement on Form N-1A (File No. 33-64667) under the
Securities Act of 1933, as amended, of Exeter Insurance Fund, Inc. (formerly
Manning & Napier Insurance Fund, Inc.):

1. The incorporation by reference of our report dated February 18, 2000
accompanying the financial statements and financial highlights of Exeter
Insurance Fund, Inc. as of December 31, 1999 into the Statement of Additional
Information.

2. The reference to our Firm under the heading "Financial Highlights" in the
Prospectus.

3. The reference to our Firm under the headings "Financial Statements" and
"Custodian and Independent Accountants" in the Statement of Additional
Information.

Boston, Massachusetts PricewaterhouseCoopers LLP
April 24, 2000

<PAGE>

CODE OF ETHICS
OF
EXETER INSURANCE FUND, INC.
MANNING & NAPIER ADVISORS, INC.
MANNING & NAPIER INVESTOR SERVICES, INC.

Adoption of this Code. This Code of Ethics ("Code") has been adopted by
EXETER INSURANCE FUND, INC. (the "Fund"), MANNING & NAPIER ADVISORS, INC.
("Advisor"), and MANNING & NAPIER INVESTOR SERVICES, INC. (the "Distributor") in
compliance with Rule 17j-1 (the "Rule") under the Investment Company Act of 1940
(the "1940 Act").

What Securities Are Covered by this Code. This Code covers all securities
(and any options or warrants to purchase or sell the same) in which the Fund may
invest, referred to as "Covered Securities." Covered Securities do not include
U.S. Government securities, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments (including repurchase
agreements) and shares of registered open-end investment companies.

What Activities Are Covered by this Code. This Code applies to all
activities by which a Covered Amount (see below) acquires or disposes of any
direct or indirect beneficial interest in a Covered Security. (See Appendix A
to this Code for a discussion of what constitutes such a beneficial interest).
Any such activity referred to as a "Covered Activity". Covered Activities do
not, however, include: (1) purchases or sales over which the person has no
influence or control; (2) purchases or sales which are non-volitional on the
part of the person, including purchases or sales upon the exercise of puts or
calls written by the person and sales from a margin account to a bona fide
margin call; (3) subsequent purchases of a previously approved Covered Security
which are made as part of an automatic dividend reinvestment plan; or (4)
purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of its securities, to the extent such rights were
acquired from such issuer.

What Accounts Are Covered by this Code. This Code covers all securities
accounts ("Covered Accounts") in which any Access Person (as defined in Appendix
B) has any direct or indirect beneficial interest. The Compliance Officer as
designated by the President of the Fund, the Advisor and the Distributor, as
applicable, shall be responsible, as required by the Rule, for the
identification and notification of Access Person and the maintenance of records
relating thereto.

Note: Due to the beneficial ownership provisions of the Rule (see appendix
A), Covered Accounts may include accounts not only in the names of Access
Persons, but other accounts not registered in their names, including accounts
held for their benefit, certain family accounts and certain accounts of trusts,
estates, partnerships and corporations. Access Persons may exclude accounts
which would otherwise be Covered Accounts in certain cases as discussed in
Appendix A. A Covered Account of or related to a particular Access Person is
referred to as a "Covered Account of that Access Person" or in similar terms.

<PAGE>

Covered Transactions. A "Covered Transaction" as used in this Code means
any Covered Activity in a Covered Account involving Covered Securities.

Reporting Requirements.

A. Initial Holdings Reports. Each Access Person, except an independent
Director, is required to provide an initial holdings report disclosing the
securities he or she beneficially owns within 10 days of the date upon which he
or she become an Access Person. The initial holdings report must contain the
following information: (i) title, number of shares and principal amount of each
security; (ii) the name of any broker, dealer or bank with whom he or she
maintains a Covered Account; and (iii) the date the report is submitted.

B. Annual Holdings Reports. Each Access Person, except an independent
Director, is required to provide a report disclosing the securities he or she
beneficially owns as of December 31st of that year. The report must contain the
following information: (i) title, number of shares and principal amount of each
security; (ii) the name of any broker, dealer or bank with whom he or she
maintains a Covered Account and; (iii) the date the report is submitted. The
report must be submitted by January 31st of the following year. If the Access
Person cannot provide the annual holdings report by January 31st, he or she must
contact the Compliance Officer and obtain permission to submit the report at a
later date. All Annual Reports must be current within 30 days of submission.

C. Quarterly Holdings Reports. Each Access Person, except an
independent Director, is required to report all Covered Transactions in all of
the Covered Accounts of that Access Person within 10 days after the end of the
calendar quarter in which the Covered Transaction took place. It has been
determined that this reporting requirement is to be implemented by requiring
that copies of confirmations or monthly statements of all Covered Transactions
be supplied. It is the responsibility of each Access Person to arrange, as to
all of his or her Covered Accounts, that the same are supplied to the Compliance
Officer. If there is such a Covered Transaction which is not the subject of a
confirmation or statement so supplied, the Access Person, as to his or her
Covered Account, must report it within the time period stated above; each such
report shall contain the following information: (i) the date of the transaction
and the title, the interest rate and maturity (if applicable) and quantity of
the Covered Security involved; (ii) the nature of the transaction, i.e.
purchase, sale or other type of acquisition or disposition; (iii) the price at
which the transaction was effected; (iv) the name of the broker, dealer or bank
with or through whom the transaction was effected; and (v) the date the report
was submitted. With respect to any Covered Account established during the
quarter, the report shall contain the following information: The name of the
broker, dealer or bank with whom the account was established; and the date the
account was established. Any Access Person may file with the Compliance Officer
a written statement that the reporting of a specified Covered Security as
required hereby shall not be construed as an admission by that Access Person
that he or she has any direct or indirect beneficial ownership in such
securities.

<PAGE>

D. Independent Directors. Under the Rule, each independent Director
(that is one who is not an "interested person" of the Fund as defined in the
1940 Act) must within 10 days after the end of each calendar quarter file a
report (which is to be filed with the Compliance Officer) as to Covered
Transactions; however, such a report need be made as to a particular Covered
Security only if the Director at the time of that transaction knew, or in the
ordinary course of fulfilling his or her official duties as a Director of the
Fund should have known, that, during the 15 day period immediately preceding or
after the Covered Transaction, the Covered Security is or was purchased or sold
by the Fund or was "considered" for such purchase or sale. (See below for a
statement as to when, for the purposes of this Code, such a purchase or sale is
under consideration).

Prohibition Against Fraud, Deceit and Manipulation.

Access Persons cannot, in connection with the purchase or sale, directly or
indirectly, of a security held or to be acquired by the Fund:

(1) employ any device, scheme or artifice to defraud the Fund;

(2) make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;

(3) engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Fund; or

(4) engage in any manipulative practice with respect to the Fund.

Pre-clearance Requirements. All Access Persons must pre-clear any proposed
Covered Activity with the Trading Desk prior to proceeding with the transaction
per the requirements of the "Employee Personal Securities Transaction Policy"
attached as Appendix C. The following transactions shall be presumed to be
entitled to clearance: (i) transactions which would appear, upon reasonable
inquiry and investigation, to present no reasonable likelihood of harm to the
Fund and which are otherwise in accordance with Rule 17j-1, and (ii) purchase or
sales of securities that are not eligible for purchase or sale by the Fund.

<PAGE>

Investment Personnel (as defined in Appendix B) must obtain approval from
the Compliance Department and the Trading Desk before acquiring beneficial
ownership of any securities offered in connection with an Initial Public Offer
or Limited Offering (as those terms are defined in Appendix B).

Conflicting Transactions. No Access Person who is aware that the Fund is
purchasing or selling a particular Covered Security or has such a purchase or
sale under consideration may, as to any of his or her Covered Accounts, engage
in any Covered Transaction as to that Covered Security or as to any security
which is convertible into that Covered Security or into which it is convertible
or any option or warrant relating to that Covered Security.

For the purposes of this Code, a purchase or sale of a Covered Security by
the Fund is under consideration: (i) when a Covered Security is recommended for
purchase or sale; (ii) when a decision has been made, though not yet
implemented, to make such purchase or sale; or (iii) with respect to a person
making a recommendation when such a person seriously considers making such a
recommendation.

Construction and Administration of this Code. This Code shall be
administered by the Compliance Officer. The Compliance Officer (or a Review
Officer as designated by the Compliance Officer) shall have the following
duties:

A. The Compliance Officer shall notify each person who becomes an
Access Person of their reporting requirements no later than 10 days before the
first quarter in which such person is required to begin reporting.

B. A Review Officer will, on a quarterly basis, compare all reported
personal securities transactions of Access Persons with the Fund's completed
portfolio transactions and a list of securities that were being considered for
purchase or sale by the Advisor during the period to determine whether a Code
violation may have occurred. On an annual basis, the Review Officer shall
review the Duplicate confirmations and Annual Holdings reports of Investment
Personnel against the database of Covered Securities purchased or sold by the
Fund for patterns of trading activity that evidence a possible violation of the
Code of Ethics. Before determining that a person has violated the Code, the
Review Officer must give the person an opportunity to supply explanatory
material.

(1) If the Review Officer finds that a material Code violation has
occurred, or believes that a material Code violation may have occurred, the
Review Officer must submit a written report regarding the possible violation,
together with the confidential report and any explanatory material provided by
the person, to the Executive Committee. The Executive Committee will determine
whether the person violated the Code.

(2) No person is required to participate in a determination of
whether he or she has committed a Code violation or discuss the imposition of
any sanction against himself or herself.

<PAGE>

(3) Review Officers will submit their own reports, as may be
required to an Alternate Review Officer who shall fulfill the duties of the
Review Officer with respect to the Review Officer's reports.

(4) The Review Officer will create a written report detailing
any approval(s) granted to Investment Personnel for the purchase of
securities offered in connection with an Initial Public Offering or Limited
Offering. The report must include the rationale supporting any decision to
approve such a purchase.

Resolution; Sanctions. If the Executive Committee determines that a
person has violated the Code, such committee will approve a proposed resolution
of the situation and submit the proposed resolution, with a report on the
violation, to the Board at the next regularly scheduled Board meeting unless, in
the Executive Committee's sole discretion, circumstances warrant an earlier
report. In lieu of proposing a resolution to the Board, the Executive Committee
may, if appropriate, impose upon the person a resolution and/or sanctions that
the committee deems appropriate.

Annual Written Reports to the Board At least annually, the Compliance
Officer, will provide written reports to the Fund's Board of Directors as
follows:

A. Issues Arising Under the Code. The reports must describe any
material issue(s) that arose during the previous year under the Code or
procedures thereto, including any material Code or procedural violations, and
any resulting sanction(s).

B. The Compliance Officer or the Executive Committee, as appropriate,
may report to the Board more frequently as they deem necessary or appropriate
and shall do so as requested by the Board.

C. Certification. Each report must be accompanied by a certification
to the Board that the Fund, Advisor and Distributor have adopted procedures
reasonably necessary to prevent their Access Persons from violating the Code.

<PAGE>

Recordkeeping. The Fund will maintain the records set forth below. These
records will be maintained in accordance with Rule 31a-2 under the 1940 Act and
the following requirements. They will be available for examination by
representatives of the Securities and Exchange Commission and other regulatory
agencies.

A. A copy of this Code and any other code adopted by the Fund which is,
or at any time within the past five years has been, in effect will be preserved
in an easily accessible place.

B. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five years
following the end of the fiscal year in which the violation occurred.

C. A copy of each report submitted under this Code, including any
information provided in lieu of any such reports made under the Code, will be
preserved for a period of at least five years from the end of the fiscal year in
which it is made, for the first two years in an easily accessible place.

D. A record of all persons, currently or within the past five years,
who are or were required to submit reports under this Code, or who are or were
responsible for reviewing these reports, will be maintained in an easily
accessible place.

E. A copy of each annual report to the Board of Directors of the Fund
required by this Code must be maintained for at least five years from the end of
the fiscal year in which it is made, for the first two years in any easily
accessible place.

F. The Fund, Advisor and Distributor must maintain a record of any decision,
and the reasons supporting the decision, to approve the acquisition of
securities acquired in an Initial Public Offering or Limited Offering by any
Investment Personnel after the end of the fiscal year in which the approval is
granted.

<PAGE>
APPENDIX A

The purpose of this Appendix is to discuss the circumstances in which the
Access Person has a "direct or indirect beneficial interest" in a securities
account. Under the Rule, this question is to be interpreted in the same manner
as it would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2)
thereunder.

Under the Rule, an Access Person need not report "with respect to
transactions effected for any account over which such person does not have any
direct or indirect influence or control." Thus, even if an Access Person has a
beneficial interest in an account, as discussed herein, any such account is not
a Covered Account as defined in the Code. For the purposes of the Code, an
Access Person may remove an account which would otherwise be a Covered Account
from that category by filing with the Compliance Officer a statement indicating
lack of influence and control as stated above together with such other documents
as the Compliance Officer may require to demonstrate such lack of influence or
control.

The general categories of types of beneficial ownership may be summarized
as follows: (i) direct ownership; (ii) securities held by others for the
benefit of the Access Person; (iii) securities held by certain family members;
and (iv) securities held by certain estates, trusts, corporations or
partnerships.

(i) Direct Ownership. This includes securities registered in the name
of an Access Person and bearer securities of which the Access Person is the
bearer.

(ii) Securities Held by Others for the Benefit of an Access Person.
This involves, in general, any agreement, arrangement or understanding under
which an Access Person derives benefits substantially equivalent to those of
ownership. This category would include, but not be limited to, securities held
by pledges, custodians and brokers.

(iii) Securities Held by Certain Family Members. The SEC has indicated
that the "beneficial ownership" of an Access Person extends to securities owned
(see below) by a wife or husband of that Access Person, by a minor child or by
other relatives (i) sharing the same household, or (ii) not sharing same
household but whose investments the Access Person directs or controls. That
ownership by relatives may direct (i.e., in their own name) or in one or more of
the indirect ways described in this Appendix. This beneficial ownership
position of the SEC is not affected by whether or not the assets being invested
are the separate property of the relative; however, an Access Person may, as
described in the Code, disclaim beneficial ownership of any particular
securities and also may, as described in this Appendix, remove from the category
of Covered Accounts over which the Access Person has no direct or indirect
influence or control.

<PAGE>

(iv) Securities Held by Estates, Etc. An Access Person may also have a
beneficial interest in securities held by estates, trusts, partnerships or
corporations. Access Persons who are (i) settlers (i.e., creators), trustees or
beneficiaries of a trust; (ii) executors or administrators of, or beneficiaries
or legatees of, an estate; (iii) partners of a partnership, or (iv) directors,
officers or substantial shareholders of a corporation, which, in each case,
invests in Covered Securities, are required to obtain a determination from the
Compliance Officer as to whether the accounts in question are Covered Accounts.
In making any such determination, the Compliance Officer may rely on an opinion
of counsel.
<PAGE>
APPENDIX B

1. "Access Person" means:

(i) With respect to the Fund, any director, officer or advisory
person, as defined below, of the Fund;

(ii) With respect to the Advisor, any director, officer or
advisory person of the Advisor who, with respect to the Fund, makes any
recommendation, participates in the determination of which recommendation shall
be made, or whose principal function or duties relate to the determination of
which recommendation shall be made to the Fund; or who, in connection with his
or her other duties, obtains any information concerning recommendations being
made by the Advisor to the Fund.

(iii) With respect to the Distributor, any director, officer or
general partner of the Distributor who, in the ordinary course of business,
participates in or obtains information regarding the purchase or sale of Covered
Securities by the Fund or whose functions or duties in the ordinary course of
business relate to the making of any recommendation to the Fund regarding the
purchase or sale of Covered Securities.

2. "Advisory Person" of the Fund and the Advisor means:

(i) Any employee of either of them (or of any company in the
control relationship) who, in connection with is or her regular functions or
duties, makes, participates in, or obtains information regarding the purchase or
sale of a Covered Security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or
the Advisor who obtains information concerning recommendations made to the Fund
with regard to the purchase or sale of a Covered Security.

3. "Investment Personnel" of the Fund or the Advisor means:

(i) Any employee of the Fund or the Advisor or (or of any company
in a control relationship) who, in connection with his or her regular functions
or duties, makes or participates in making recommendations regarding the
purchase or sale of a Covered Security by the Fund.

4. "Initial Public Offering" means:

An offering of securities registered under the Securities and Exchange
Act of 1933, the issuer of which, immediately before registration, was not
subject to the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934.

5. "Limited Offering" means:

An offering that is exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933.