EXETER FUND INC /NY/
N-30D, 1998-12-21
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December 23, 1998


To Shareholders of the following Series of the Exeter Fund:

     Defensive Series
     Blended Asset Series I
     Blended Asset Series II
     Maximum Horizon Series
     Flexible Yield Series I, II, and III
     Tax Managed Series

Dear Shareholder:

Enclosed  is  a  copy of the Annual Report for each of the above Series of the
Exeter  Fund  in  which you were invested as of October 31, 1998.  The reports
include information about the Series performance as well as portfolio listings
as of that date.

Please  contact  our Fund Services department at 1-800-466-3863 or your Client
Consultant  if  you  have  any questions about the Annual Reports or about the
Fund.

Sincerely,



Amy J. Williams
Fund Services Manager

<PAGE>
<PAGE>

Exeter Fund, Inc.

Defensive Series

Annual Report
October 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The  U.S.  economy  has continued to slow over the past six months as domestic
corporate profits are estimated to be growing at the second slowest pace since
the  1990-91  recession, due to the continued financial problems in Asia and an
increase  in  domestic  wages.    Weak  demand  for  U.S.  exports  and global
deflationary  pressures  continued  to  limit  earnings  growth,  while  high
valuation  levels  for  large  capitalization  U.S.  stocks  contributed  to
disappointments  for  equity investors.  Meanwhile, the Pacific Rim crisis has
spread  across  one-third  of  the  world  Gross  Domestic Product, leaving no
country unaffected.

Even  the  U.S.  market  was  not  immune.  The worst of the volatility hit in
August,  by  the  end  of which the average stock listed on the New York Stock
Exchange  was  down  16.23%  for  the  year, while one out of every three NYSE
stocks  was  down  30%  or more.  Perhaps of most concern looking forward, the
spread  between  the  overvaluation of the narrow, large cap U.S. stock market
and  the  broader  stock  market  became  even wider.  As a result of the high
valuations  and potential for sustained weakness in U.S. stock prices, we have
positioned  the  portfolio's  stock allocation away from blue chips and toward
foreign  stocks  and  other  sectors that have already experienced significant
declines from their highs.

On  the  bond  side,  the  unsettled  condition of the world's stock market has
resulted in a "flight to quality," as interest rates fell.  We have maintained
the portfolio's significant holding in high quality, long-term bonds and are
beginning to realize gains as opportunities arise.

Naturally,  the  difficult  stock environment influenced the Defensive Series,
resulting  in  a  total  return  of  6.54% over the last 12 months.  While our
portfolio  has  experienced  some  volatility  as  the crisis has unfolded, we
believe  that our current focus on stocks with lower valuations has positioned
the portfolio 

1
<PAGE>

Management Discussion and Analysis

to benefit in the future.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,



Exeter Asset Management

[graphic]
<pie chart>
Data for pie chart to follow:

<TABLE>

<CAPTION>




<S>                                 <C>
                                    
Asset Allocation -  As of 10/31/98

Bonds                                 83%
Stocks                                15%
Cash equivalents, and other
assets, less liabilities               2%
</TABLE>



2
<PAGE>

Performance Update as of October 31, 1998

<TABLE>

<CAPTION>


Exeter Fund, Inc. - Defensive Series

<S>          <C>                  <C>             <C>
                           
                                   Total Return
 Through      Growth of $10,000                    Average
10/31/98      Investment           Cumulative      Annual

One Year     $            10,654           6.54%      6.54%
Inception 2  $            12,157          21.57%      6.72%

</TABLE>



<TABLE>

<CAPTION>

<S>                                      <C>                  <C>             <C>
                                                       
Lehman Brothers Intermediate Bond Index

                                                               Total Return
Through                                   Growth of $10,000                    Average
10/31/98                                  Investment           Cumulative      Annual


One Year                                 $            10,912           9.12%      9.12%
Inception 2                              $            12,411          24.11%      7.46%
</TABLE>



<TABLE>

<CAPTION>




<S>                  <C>                  <C>             <C>
                                   
15-85 Blended Index

                                           Total Return
 Through              Growth of $10,000                    Average
10/31/98              Investment           Cumulative      Annual

One Year             $            11,129          11.29%     11.29%
Inception 2          $            13,398          33.98%     10.23%

</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Defensive
Series from its inception (11/1/95) to present
(10/31/98) as compared to the Lehman
Brothers Intermediate Bond Index and a
15-85 Blended Index. 1

[graphic]
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>




<S>      <C>                <C>             <C>
                             Lehman Brothers
         Exeter, Fund Inc.    Intermediate       15-85
          Defensive Series     Bond Index    Blended Index
11/01/95   10,000               10,000          10,000
04/30/96   10,116               10,116          10,301
10/31/96   10,494               10,581          10,847
04/30/97   10,704               10,765          11,243
10/31/97   11,411                11,374          12,052
04/30/98   11,910                11,728          12,768
10/31/98   12,157                12,411          13,398
</TABLE>



1 The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 4,322 corporate and government securities.  The Index
is  comprised  of investment grade securities with maturities greater than one
year but less than ten years.  The 15-85 Blended  Index is 15% Standard & Poor's
(S&P) 500 Total Return Index and 85% Lehman Brothers Intermediate Bond Index.
The S&P 500 Total Return Index is an unmanaged capitalization-weighted measure
of 500 widely held common stocks listed on the New York Stock Exchange, American
Stock Exchange, and Over-the-Counter market.  Both Indices returns assume
reinvestment of income and, unlike Fund returns, do not reflect any fees or
expenses.

2 Performance numbers for the Fund and Indices are calculated from November 1,
1995, the Fund's inception date.  The Fund's performance is historical and may
not be indicative of future results.

3
<PAGE>

Investment Portofolio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                                  <C>      <C>
                                                      
                                                               VALUE
                                                      SHARES   (NOTE 2)
COMMON STOCK - 14.93%

AGRICULTURAL PRODUCTION - 0.02%
Sylvan, Inc.*                                             75  $  1,003 
                                                              ---------

AMUSEMENT & RECREATIONAL SERVICES - 0.06%
 Resorts World Bhd. - ADR (Note 7)**                   1,150     3,432 
                                                              ---------

APPAREL - 0.71%
Liz Claiborne, Inc.                                    1,350    39,656 
Novel Denim Holdings Ltd.*                                75     1,144 
                                                              ---------
                                                                40,800
                                                              ---------
BUSINESS SERVICES - 0.46%
National Data Corp.                                      775    26,253 
                                                              ---------

CHEMICAL & ALLIED PRODUCTS - 1.77%
  BIOLOGICAL PRODUCTS - 0.55%
  Cypress Bioscience, Inc.*                              175       514 
   Sigma-Aldrich Corp.                                 1,000    30,906 
                                                              ---------
                                                                31,420 
                                                              ---------
  PHARMACEUTICAL PREPARATIONS - 1.22%
   Pharmacia & Upjohn, Inc.                              725    38,380 
   Teva Pharmaceutical Industries Ltd.- ADR (Note 7)     800    31,550 
                                                              ---------
                                                                69,930 
                                                              ---------
                                                               101,350 
                                                              ---------
COMMUNICATIONS - 0.01%
Granite Broadcasting Corp.*                              125       641 
                                                              ---------

COMPUTER EQUIPMENT - 0.68%
Bell & Howell Co.*                                        75     1,988 
International Game Technology                          1,650    37,228 
                                                              ---------
                                                                39,216 
                                                              ---------

COMPUTER INTEGRATED SYSTEMS DESIGN - 0.01%
Apache Medical Systems, Inc.*                            300       356 
                                                              ---------
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>
                                          
<S>                                          <C>      <C>
                                             Shares     Value
                                                       (note2) 
                                                 

CRUDE PETROLEUM & NATURAL GAS - 1.05%
Gulf Canada Resources Ltd.- ADR (Note 7)        5,100  $ 19,125
Petroleo Brasileiro S.A. (Petrobras) -
   ADR (Note 7)                                 3,275    41,182
                                                       --------
                                                         60,307
                                                       --------
DIAMONDS - 0.48%
 De Beers Centenary AG - ADR (Note 7)           1,900    27,313
                                                       --------

ELECTRONICS & ELECTRICAL EQUIPMENT - 2.47%
Gold Peak Industries Ltd. (Hong Kong)(Note 7)   3,000       804
Motorola, Inc.                                    825    42,900
Philips Electronics N.V. - ADR (Note 7)         1,275    69,966
Scientific-Atlanta, Inc.                           75     1,120
Texas Instruments, Inc.                           400    25,575
The Carbide/Graphite Group, Inc.*                  50       625
Ultralife Batteries, Inc.*                        125       668
                                                       --------
                                                        141,658
                                                       --------
GLASS PRODUCTS - 0.55%
Corning, Inc.                                     850    30,866
Libbey, Inc.                                       25       775
                                                       --------
                                                         31,641
                                                       --------
HEALTH SERVICES - 0.44%
MedPartners, Inc.*                              7,100    25,294
                                                       --------

INDUSTRIAL & COMMERCIAL MACHINERY - 0.05%
Comfort Systems USA, Inc.*                         50       950
Lam Research Corp.*                                50       722
NN Ball & Roller, Inc.                            150     1,012
                                                       --------
                                                          2,684
                                                       --------
JEWELRY  - 0.03%
Jostens, Inc.                                      75     1,692
                                                       --------

PAPER & ALLIED PRODUCTS - 0.03%
Schweitzer-Mauduit International, Inc.             50       909
Stone Container Corp.                             100       956
                                                       --------
                                                          1,865
                                                       --------
</TABLE>



The accompanying notes are an integral part of the financial statements.
5
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                               <C>      <C>
                                                  Shares     Value
                                                            (note2)
                                                   
                                                   
PRINTING & PUBLISHING - 0.02%
Scholastic Corp.*                                      25  $    986
                                                           --------
REFUSE SYSTEMS - 0.01%
Newpark Resources, Inc.                                75       708
                                                           --------

RETAIL - SPECIALTY STORES - 0.27%
Hancock Fabrics, Inc.                               1,550    13,466
 Talbots, Inc.                                        100     2,269
                                                           --------
                                                             15,735
                                                           --------

SOFTWARE - 0.92%
 Oracle Corp.*                                      1,775    52,473
                                                           --------

TECHNICAL INSTRUMENTS & SUPPLIES - 3.34%
  MEASURING & CONTROLLING DEVICES - 2.16%
  Millipore Corp.                                   2,625    64,640
  Teradyne, Inc.*                                   1,825    59,313
                                                           --------
                                                            123,953
                                                           --------
  OPTICAL SUPPLIES - 0.02%
  Sola International Inc.*                             50       959
                                                           --------

  PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.15%
  Eastman Kodak Co.                                   850    65,875
                                                           --------

  SURGICAL & MEDICAL INSTRUMENTS - 0.01%
  CardioGenesis Corp.*                                 75       384
                                                           --------
                                                            191,171
                                                           --------
TELECOMMUNICATION SERVICES - 0.42%
Microcell Telecommunications, Inc. - ADR* (Note 7)    175       908
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR* (Note 7)                                      305    23,161
                                                           --------
                                                             24,069
                                                           --------
TESTING LABORATORIES - 0.01%
Paradigm Geophysical Ltd.*                            125       695
                                                           --------

TEXTILE MILL PRODUCTS - 0.02%
Albany International Corp. - Class A                   75     1,369
                                                           --------
</TABLE>



The accompanying notes are an integral part of the financial statements.
6
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                                <C>               <C>
                                                       
                                                   Shares/Principal  Value
                                                   Amount            (note2)
                                                       
                                                       
TRANSPORTATION - 1.10%
  RAILROAD - 1.08%
  Canadian National Railway Co. Ltd. - ADR (Note 7)    1,200         $  60,525
  Guangshen Raiway - ADR (Note 7)                        200             1,500
                                                                     ---------
                                                                        62,025
                                                                     ---------
  WATER - 0.02%
  Trico Marine Services, Inc.*                           150             1,069
                                                                     ---------
                                                                        63,094
                                                                     ---------
TOTAL COMMON STOCK                                            
   (Identified Cost $959,181)                                          855,805
                                                                     ---------

U.S. TREASURY SECURITIES - 75.26%

U.S. TREASURY BONDS - 18.14%
U.S. Treasury Bond, 6.50%, 5/15/2005               $ 625,000           695,313
U.S. Treasury Bond, 7.50%, 11/15/2024                 20,000            25,956
U.S. Treasury Bond, 6.875%, 8/15/2025                210,000           254,822
U.S. Treasury Bond, 6.50%, 11/15/2026                 55,000            63,989
                                                                     ---------

TOTAL U.S. TREASURY BONDS
   (Identified Cost $947,719)                                        1,040,080
                                                                     ---------

U.S. TREASURY NOTES - 57.12%
U.S. Treasury Note, 6.00%, 8/15/1999                 295,000           298,411
U.S. Treasury Note, 7.50%, 10/31/1999                 30,000            30,872
U.S. Treasury Note, 5.50%, 3/31/2000                 125,000           126,914
U.S. Treasury Note, 6.125%, 9/30/2000                660,000           681,657
U.S. Treasury Note, 5.625%, 2/28/2001                960,000           987,300
U.S. Treasury Note, 7.50%, 11/15/2001                 50,000            54,391
U.S. Treasury Note, 6.25%, 6/30/2002                 150,000           159,328
U.S. Treasury Note, 5.875%, 9/30/2002                275,000           289,523
U.S. Treasury Note, 6.25%, 2/15/2003                 215,000           230,588
U.S. Treasury Note, 5.875%, 2/15/2004                 75,000            80,250
U.S. Treasury Note, 7.25%, 8/15/2004                  65,000            74,039
U.S. Treasury Note, 6.125%, 8/15/2007                  5,000             5,513
U.S. Treasury Note, 5.50%, 2/15/2008                 240,000           256,200


TOTAL U.S. TREASURY NOTES
   (Identified Cost $3,183,066)                                      3,274,986
                                                                     ---------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $4,130,785)                                      4,315,066
                                                                     ---------
</TABLE>



The accompanying notes are an integral part of the financial statements.
7
<PAGE>

Investment Portoflio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                     <C>              <C>
                                        Shares/Principal  Value
                                          Amount         (note2)

                                      
U.S. GOVERNMENT AGENCIES - 7.35%

MORTGAGE BACKED SECURITIES
GNMA, Pool #365225, 9.00%, 11/15/2024   $ 40,105         $   42,712
GNMA, Pool #398655, 6.50%, 5/15/2026      44,779             45,269
GNMA, Pool #473373, 9.00%, 2/15/2027      32,074             34,159
GNMA, Pool #452826, 9.00%, 1/15/2028     188,021            200,243
GNMA, Pool #460820, 6.00%, 6/15/2028      99,606             98,736
                                                         ----------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $420,930)                               421,119
                                                         ----------

SHORT-TERM INVESTMENTS - 1.51%
Dreyfus Treasury Cash Management Fund     86,627             86,627
   (Identified Cost $86,627)                             ----------


TOTAL INVESTMENTS - 99.05%
   (Identified Cost $5,597,523)                           5,678,617
                                                    
OTHER ASSETS, LESS LIABILITIES - 0.95%                       54,542
                                                         ----------

NET ASSETS - 100%                                        $5,733,159
                                                         ==========

</TABLE>



*   Non-income producing security
** Security priced by the Advisor

<TABLE>

<CAPTION>




<S>                                                            <C>
                                                                 
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized appreciation based on
identified cost for Federal income tax purposes
of $5,611,130 was as follows:

Aggregate gross unrealized appreciation for all
Investments in which there was an excess of
Value over tax cost                                            $ 221,007 

Aggregate gross unrealized depreciation for all
Investments in which there was an excess of tax
Cost over value                                                 (153,520)
                                                               ----------

UNREALIZED APPRECIATION -  NET                                 $  67,487 
                                                               ==========


</TABLE>



The accompanying notes are an integral part of the financial statements.
8
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>




<S>                                                         <C>
                                                                
OCTOBER 31, 1998

ASSETS:

Investments, at value (identified cost $5,597,523)(Note 2)  $5,678,617
Cash                                                            45,817
Interest receivable                                             59,112
Dividends receivable                                               851
                                                            ----------

TOTAL ASSETS                                                 5,784,397
                                                            ----------


LIABILITIES:

Accrued management fees                                          2,742
Accrued Directors' fees (Note 3)                                 6,773
Transfer agent fees payable (Note 3)                               911
Payable for fund shares repurchases                             20,915
Audit fee payable                                               9,631
Other payables and accrued expenses                             10,266
                                                            ----------

TOTAL LIABILITIES                                               51,238
                                                            ----------

 NET ASSETS FOR 528,593 SHARES OUTSTANDING                  $5,733,159
                                                            ==========


NET ASSETS CONSIST OF:

Capital stock                                               $    5,286
Additional paid-in-capital                                   5,539,624
Undistributed net investment income                             99,985
Accumulated net realized gain on investments                     7,170
Net unrealized appreciation on investments                      81,094
                                                            ----------

TOTAL NET ASSETS                                            $5,733,159
                                                            ==========

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
    ($5,733,159/528,593 shares)                             $    10.85
                                                            ==========
</TABLE>



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

9
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>

<S>                                                       <C>
                                                             
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Interest                                                  $185,863 
 Dividends (Net of foreign taxes withheld, $307)            11,587 
                                                          ---------

Total Investment Income                                    197,450 
                                                          ---------


EXPENSES:

Management fees (Note 3)                                    30,356 
Directors' fees (Note 3)                                     7,696 
Transfer agent fees (Note 3)                                   911 
Audit fee                                                   11,250 
Custodian fee                                                6,500 
Registration and filing fees                                 6,100 
Miscellaneous                                                2,746 
                                                          ---------

Total Expenses                                              65,559 

Less Reduction of Expenses (Note 3)                        (27,614)
                                                          ---------

Net Expenses                                                37,945 
                                                          ---------

NET INVESTMENT INCOME                                      159,505 
                                                          ---------


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)    13,980 
Net change in unrealized appreciation on investments        55,114 
                                                          ---------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                           69,094 
                                                          ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $228,599 
                                                          =========
</TABLE>



The accompanying notes are an integral part of the financial statements.
10
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>


<S>                                                     <C>            <C>
                                                                
                                                         For the        For the
                                                         Year Ended     Year Ended
                                                          10/31/98       10/31/97 
                                                        -------------  -------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                        159,505   $     62,693 
Net realized gain on investments                              13,980         27,310 
Net change in unrealized appreciation on investments          55,114         27,116 
                                                        -------------  -------------

Net increase from operations                                 228,599        117,119 
                                                        -------------  -------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                   (91,449)       (41,851)
From net realized gain on investments                        (34,079)        (6,511)
                                                        -------------  -------------

Total distribution to shareholders                          (125,528)       (48,362)
                                                        -------------  -------------


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share
   transactions (Note 5)                                   3,886,052        950,074 
                                                        -------------  -------------             

Net increase in net assets                                 3,969,123      1,018,831 


NET ASSETS:

Beginning of period                                        1,764,036        745,205 
                                                        -------------  -------------

END OF PERIOD (including undistributed net investment
income of $99,985 and $31,890, respectively)
                                                        $  5,733,159   $  1,764,036 
                                                        =============  =============

</TABLE>



The accompanying notes are an integral part of the financial statements.
11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>


<S>                                         <C>            <C>            <C>
                                                     
                                                 For the        For the        For the
                                                Year Ended     Year Ended     Year Ended
                                                10/31/98       10/31/97       10/31/96 
                                            -------------  -------------  -------------

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

NET ASSET VALUE - BEGINNING OF PERIOD       $      10.71   $      10.29   $      10.00 
                                            -------------  -------------  -------------
Income from investment operations:
   Net investment income*                          0.347          0.426          0.349 
   Net realized and unrealized gain on
   investments                                     0.327          0.447          0.137 
                                            -------------  -------------  -------------
Total from investment operations                   0.674          0.873          0.486 
                                            -------------  -------------  -------------
Less distributions to shareholders:
   From net investment income                     (0.352)        (0.385)        (0.196)
   From net realized gain on investments          (0.182)        (0.068)            -- 
                                            -------------  -------------  -------------
Total distributions to shareholders               (0.534)        (0.453)        (0.196)
                                            -------------  -------------  -------------
NET ASSET VALUE - END OF PERIOD             $      10.85   $      10.71   $      10.29 
                                            =============  =============  =============
Total return1                                       6.54%          8.74%          4.94%

Ratios (to average net assets)
/Supplemental Data:
    Expenses*                                       1.00%          1.00%          1.00%
    Net investment income*                          4.20%          4.45%          4.26%

Portfolio turnover                                    15%            60%            30%

NET ASSETS -  END OF PERIOD (000's omitted) $      5,733   $      1,764   $        745 
                                            =============  =============  =============
</TABLE>
*The  investment advisor did not impose all or a portion of its management fee
and in some periods paid a portion of the Fund's Expenses.   If these expenses
had been incurred by the Fund, and had 1994 and 1993 expenses been limited to
that allowed by  state securities law, the net investment income per share and
the ratios would be as follows:



<TABLE>

<CAPTION>



<S>                                                            <C>      <C>      <C>
                                                                 
Net investment income                                          $0.287   $0.274   $0.226 

Ratios (to average net assets):
   Expenses                                                      1.73%    2.59%    2.50%
   Net investment income                                         3.47%    2.86%    2.76%


1 Represents aggregate total return for the period indicated.


</TABLE>



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

12
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.     ORGANIZATION
Defensive  Series (the "Fund") is a no-load diversified series of Exeter Fund,
Inc.  (the  "Corporation"), formerly known as Manning & Napier Fund, Inc.  The
Corporation  is  organized  in Maryland and is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million  have  been designated as Defensive Series Class A Common
Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
Portfolio  securities,  including domestic equities, foreign equities, options
and  corporate  bonds,  listed  on an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Fund's pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at 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.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

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

13
<PAGE>

Notes to Fianacial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES(continued)
FEDERAL INCOME TAX (continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions to shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  foreign  denominated  investments,
character  reclassification  between  net  income  and net gains, or other tax
adjustments.    As  a  result, net investment income (loss) and net investment
gain  (loss)  on  investment  transactions  for  a reporting period may differ
significantly  from  distributions  to  shareholders during such period.  As a
result,  the  Fund  may  periodically make reclassifications among its capital
accounts without impacting the Fund's net asset value.

        MULTIPLE CLASSES OF SHARES OF COMMON STOCK
The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class  C,  Class  D, and Class E shares).  Currently, only Class A shares have
been  issued.    The  five  classes  of  shares  differ  in  their  respective
distribution  and  service fees.  All shareholders bear the common expenses of
the Fund pro rata based on the average daily net assets of each class, without
distinction between share classes.  Dividends are declared separately for each
class.    No  class has preferential dividend rights; differences in per share
dividend rates are generally due to differences in separate class expenses.

14
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES(continued)
     OTHER
The  preparation of financial statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect the reported amounts of assets and liabilities and the disclosure
of  contingent  assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES

The  Fund has an investment advisory agreement with Manning & Napier Advisors,
Inc.  (the  "Advisor"),  for  which  the Fund pays the Advisor a fee, computed
daily  and  payable  monthly, at an annual rate of 0.80%of the Fund's average
daily  net assets.  The fee amounted to $30,356 for the year ended October 31,
1998.

Under the Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the  Advisor  provide  the  Fund  with  advice and assistance in the choice of
investments  and  the  execution  of  securities  transactions,  and otherwise
maintain  the  Fund's  organization.   The Advisor also provides the Fund with
necessary office space and portfolio accounting and bookkeeping services.  The
salaries  of all officers of the Fund and of all Directors who are "affiliated
persons"  of  the  Fund or of the Advisor, and all personnel of the Fund or of
the  Advisor  performing  services  relating  to  research,  statistical  and
investment activities are paid by the Advisor.

The  Advisor  has  voluntarily  agreed to waive its fee and, if necessary, pay
other expenses of the Fund in order to maintain total expenses for the Fund at
no  more  than  1.0%  of  average daily net assets each year. Accordingly, the
Advisor  waived  fees of $27,614 for the year ended October 31, 1998, which is
reflected  as a reduction of expenses on the Statement of Operations.  The fee
waiver  and  assumption  of  expenses  by  the Advisor is voluntary and may be
terminated at any time.

The  Advisor  also  acts  as  the  transfer,  dividend  paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate of 0.024%; this fee amounted to $911 for the year ended October 31, 1998.

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

The  compensation  of the non-affiliated Directors totaled $7,696 for the year
ended October 31, 1998.

15
<PAGE>

Notes to Financial Statements

4.     PURCHASES AND SALES OF SECURITIES
For  the year ended October 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$1,024,312  and  $369,523, respectively.  Purchases and sales of United States
Government  securities,  other than short-term securities, were $3,318,891 and
$132,813, respectively.


Transactions in shares of Defensive Series Class A Common Stock were:
<TABLE>
<CAPTION>

<S>                     <C>               <C>         <C>               <C>
                                                                         

                        For the Year                  For the Year
                        Ended 10/31/98                Ended 10/31/97
                        Shares            Amount      Shares            Amount
                        ----------------  ----------  ----------------  -----------
                    
Sold                            442,590   4,709,666           166,901   $1,715,330 
Reinvested                       12,005     125,528             4,719       48,362 
Repurchased                     (90,651)   (969,142)          (79,413)    (813,618)
                        ----------------  ----------  ----------------  -----------
Net increase                    363,944   3,866,052            92,207   $  950,074 
                        ================  ==========  ================  ===========

</TABLE>


The Advisor owned 35,663 shares on October 31, 1998 and 33,910 shares on
 October 31, 1997.



6.     FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various  market  risks.   These financial instruments include written options,
forward  foreign  currency  exchange  contracts, and futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk in excess of the amounts
recognized for financial statement purposes.  No such investments were held by
the Fund on October 31, 1998.

7.   FOREIGN SECURITIES
Investing  in securities of foreign companies and foreign governments involves
special  risks  and  considerations not typically associated with investing in
securities  of  domestic  companies  and  the United States Government.  These
risks  include  revaluation  of currencies and potential adverse political and
economic  developments.  Moreover, securities of foreign companies and foreign
governments  may  be  less liquid and their prices more volatile than those of
securities of comparable domestic companies and the United States Government.
16
<PAGE>

Independent Auditors' Report

To the Directors of Exeter Fund, Inc.
 and Shareholders of Defensive Series:

We have audited The accompanying statement of assets and liabilities including
the  investment portfolio, of Defensive Series (one of the series constituting
Exeter  Fund,  Inc.,  formerly  Manning & Napier Fund, Inc.) as of October 31,
1998,  the  related  statement  of  operations  for  the  year then ended, the
statements of changes in net assets for the years ended October  31, 1998 and 
1997,  and the financial highlights for each of the years in the three-year
period  ended  October  31,  1998. These financial statements and financial
highlights  are  the  responsibility  of the Fund's management. Our
responsibility  is  to  express  an  opinion on these financial statements and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned as of October 31, 1998
by  correspondence  with  the  custodian. An audit also includes assessing The
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material  respects,  the financial position of the Defensive
Series  at October 31, 1998, the results of its operations, the changes in its
net  assets  and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
December 4, 1998

17
<PAGE>
<PAGE>


EXETER FUND, INC.

Blended Asset Series I
Annual Report
October 31, 1998
<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

DEAR SHAREHOLDERS:

The  U.S.  economy  has continued to slow over the past six months as domestic
corporate profits are estimated to be growing at the second slowest pace since
the  1990-91 recession, due to the continued financial problems in Asia and an
increase  in  domestic  wages.    Weak  demand  for  U.S.  exports  and global
deflationary  pressures  continued  to  limit  earnings  growth,  while  high
valuation  levels  for  large  capitalization  U.S.  stocks  contributed  to
disappointments  for  equity investors.  Meanwhile, the Pacific Rim crisis has
spread  across  one-third  of  the  world  Gross  Domestic Product, leaving no
country unaffected.

Even  the  U.S.  market  was  not  immune.  The worst of the volatility hit in
August,  by  the  end  of which the average stock listed on the New York Stock
Exchange  was  down  16.23%  for  the  year, while one out of every three NYSE
stocks  was  down  30%  or more.  Perhaps of most concern looking forward, the
spread  between  the  overvaluation of the narrow, large cap U.S. stock market
and  the  broader  stock  market  became  even wider.  As a result of the high
valuations  and potential for sustained weakness in U.S. stock prices, we have
positioned  the  portfolios'  stock allocation away from blue chips and toward
foreign  stocks  and  other  sectors that have already experienced significant
declines from their highs.

On  the  bond  side,  the  unsettled  condition of the world's stock market has
resulted in a "flight to quality," as interest rates fell.  We have maintained
the  portfolio's  significant holding in high quality, long-term bonds and are
beginning to realize gains as opportunities arise.

Naturally, the difficult stock environment influenced the Blended Asset Series
I,  resulting  in  a total return of 6.29% over the last 12 months.  While our
portfolio  has  experienced  some  volatility  as  the crisis has unfolded, we
believe  that our current focus on stocks with lower valuations has positioned
the

1
<PAGE>


Management Discussion and Analysis

portfolio to benefit in the future.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,



EXETER ASSET MANAGEMENT

[graphic]
<pie chart>
Data for pie chart to follow:

<TABLE>

<CAPTION>



<S>                                <C>
                 
Asset Allocation - As of 10/31/98

Bonds                                54%
Stocks                               41%
Cash, equivalents, and  
other assets less liabilities         5%
</TABLE>



2
<PAGE>

Performance Update as of October 31, 1998
<TABLE>

<CAPTION>



<S>                                         <C>                  <C>             <C>
                                                            
Exeter Fund, Inc. - Blended Asset Series I

                                                                  Total Return
Through                                      Growth of $10,000                    Average
10/31/98                                     Investment           Cumulative      Annual

One Year                                    $            10,629           6.29%      6.29%
Five Year                                   $            15,337          53.37%      8.92%
Inception 2                                 $            15,383          53.83%      8.75%
</TABLE>



<TABLE>

<CAPTION>



<S>                                      <C>                  <C>             <C>
                                                       
Lehman Brothers Intermediate Bond Index

                                                               Total Return
Through                                   Growth of $10,000                    Average
10/31/98                                  Investment           Cumulative      Annual

One Year                                 $            10,912           9.12%      9.12%
Five Year                                $            13,698          39.98%      6.49%
Inception 2                              $            13,755          37.55%      6.41%
</TABLE>



<TABLE>

<CAPTION>



<S>                    <C>                  <C>             <C>
                                  
30 - 70 Blended Index

                                             Total Return
Through                 Growth of $10,000                    Average
10/31/98                Investment           Cumulative      Annual

One Year               $            11,339          13.39%     13.39%
Five Year              $            16,807          68.07%     10.94%
Inception 2            $            16,937          69.37%     10.81%
</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Blended
Asset Series I from its inception (9/15/93)
to present (10/31/98) as compared to the
Lehman Brothers Intermediate Bond Index
and a 30-70 Blended Index. 1

[graphic]
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>



<S>      <C>                <C>             <C>
                
                        
         Exeter, Fund Inc.  Lehman Brothers
          Blended Asset      Intermediate       30-70
Date         Series I         Bond Index    Blended Index
09/15/93      10,000            10,000          10,000
12/31/93      10,092            10,032          10,081
12/31/94      10,012            9,838           9,986
12/31/95      12,123            11,347          12,151
10/31/96      12,806            11,728          13,040
10/31/97      14,472            12,606          14,965
10/31/98      15,383            13,755          16,937
</TABLE>



1 The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 4,322 corporate and government securities. The
Index is comprised of investment grade securities with maturities greater than
one  year but less than ten years.  The 30-70 Blended  Index is 30% Standard &
Poor's (S&P) 500 Total Return Index and 70% Lehman Brothers Intermediate Bond
Index.  The S&P 500 Total Return Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the New York
Stock Exchange, American Stocks Exchange, and Over-the-Counter market.
Both Indices' returns assume reinvestment of income and, unlike Fund returns,
do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from
September 15, 1993, the Fund's inception date.  The Fund's performance is
historical and may not be indicative of future results.

3
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                                   <C>      <C>
                                                          
                                                                   VALUE
                                                       SHARES     (NOTE 2)
COMMON STOCK - 41.21%

AGRICULTURAL PRODUCTION - 0.05%
Sylvan, Inc.*                                           1,250  $   16,719 
                                                               -----------

AMUSEMENT & RECREATIONAL SERVICES - 0.18%
Resorts World Bhd. - ADR (Note 7)**                    19,100      56,998 
                                                               -----------

APPAREL - 1.49%
Liz Claiborne, Inc.                                    15,750     462,656 
Novel Denim Holdings Ltd*                               1,225      18,681 
                                                               -----------
                                                                  481,337 
                                                               -----------


BUSINESS SERVICES - 1.33%
National Data Corp.                                    12,700     430,213 
                                                               -----------

CHEMICAL & ALLIED PRODUCTS - 5.15%
  BIOLOGICAL PRODUCTS - 1.53%
  Cypress Bioscience, Inc.*                             3,100       9,106 
  Sigma-Aldrich Corp.                                  15,775     487,547 
                                                               -----------
                                                                  496,653 
  PHARMACEUTICAL PREPARATIONS - 3.62%                          -----------
  Orion-Yhtyma OY - B Shares (Finland) (Note 7)           630      15,151 
  Pharmacia & Upjohn, Inc.                             11,470     607,193 
  Teva Pharmaceutical Industries Ltd. - ADR (Note 7)   13,800     544,238 
                                                               -----------
                                                                1,166,582 
                                                               -----------
                                                                1,663,235 
                                                               -----------
COMMUNICATIONS - 0.03%
Granite Broadcasting Corp.*                             2,200      11,275 
                                                               -----------

COMPUTER EQUIPMENT - 1.93%
Bell & Howell Co.*                                        950      25,175 
International Game Technology                          26,450     596,778 
                                                               -----------
                                                                  621,953 
                                                               -----------

COMPUTER INTEGRATED SYSTEMS DESIGN - 0.01%
Apache Medical Systems, Inc.*                             700         831 
                                                               -----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                            <C>      <C>

                                                           VALUE
                                               SHARES     (NOTE 2)                                                  

CRUDE PETROLEUM & NATURAL GAS - 3.03%           78,500  $  294,375
Gulf Canada Resources Ltd. - ADR (Note 7)
Petroleo Brasileiro S.A. (Petrobras) -          54,475     685,007
  ADR (Note 7)                                          ----------   
                                                           979,382
                                                        ----------                                            

DIAMONDS - 1.21%                               
De Beers Centenary AG - ADR (Note 7)            27,085     389,347
                                                        ----------
ELECTRONICS & ELECTRICAL EQUIPMENT - 6.28% 
     
Gold Peak Industries Ltd. (Hong Kong)(Note 7)   48,000      12,858
Motorola, Inc.                                  12,400     644,800
Philips Electronics N.V.- ADR (Note 7)          18,075     991,866
Scientific-Atlanta, Inc.                         1,100      16,431
Texas Instruments, Inc.                          5,300     338,869
The Carbide/Graphite Group, Inc.*                  975      12,187
Ultralife Batteries, Inc.*                       2,075      11,088
                                                        ----------
                                                         2,028,099
                                                        ----------
GLASS PRODUCTS - 1.52%
Corning, Inc.                                   13,100     475,694
Libbey, Inc.                                       500      15,500
                                                        ----------
                                                           491,194
                                                        ----------
HEALTH SERVICES - 1.01%
MedPartners, Inc.*                              91,663     326,549
                                                        ----------
INDUSTRIAL & COMMERCIAL MACHINERY - .12% 
Comfort Systems USA, Inc.*                         975      18,525
Lam Research Corp.*                                725      10,467
NN Ball & Roller, Inc.                           1,350       9,113
                                                        ----------
                                                            38,105
                                                        ----------
JEWELRY - 0.07%
Jostens, Inc.                                    1,000      22,562
                                                        ----------
PAPER & ALLIED PRODUCTS - 0.11%
Schweitzer-Mauduit International, Inc.           1,000      18,188
Stone Container Corp.                            1,800      17,212
                                                        ----------
                                                            35,400
                                                        ----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
5
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                              <C>     <C>
                                                            Value
                                                Shares     (note 2) 
                                                    
PRINTING & PUBLISHING - 0.06%
Scholastic Corp.*                                   500  $   19,719
                                                         ----------

REFUSE SYSTEMS - 0.04%
Newpark Resources, Inc.*                          1,500      14,156
                                                         ----------

RETAIL-SPECIALTY STORES - 0.50%
Hancock Fabrics, Inc.                            14,525     126,186
Talbots, Inc.                                     1,500      34,031
                                                         ----------
                                                            160,217
                                                         ----------
SOFTWARE -  2.25%
Oracle Corp.*                                    24,650     728,716
                                                         ----------

TECHNICAL INSTRUMENTS & SUPPLIES - 9.71%
MEASURING & CONTROLLING DEVICES - 7.13%
Millipore Corp.                                  49,450   1,217,706
Teradyne, Inc.*                                  33,375   1,084,688
                                                         ----------
                                                          2,302,394
                                                         ----------
OPTICAL SUPPLIES - 0.05%
Sola International, Inc.*                           825      15,830
                                                         ----------

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 2.51%
Eastman Kodak Co.                                10,450     809,875
                                                         ----------

SURGICAL & MEDICAL INSTRUMENTS - 0.02%
CardioGenesis Corp.*                              1,575       8,072
                                                         ----------
                                                          3,136,171
                                                         ----------
TELECOMMUNICATION SERVICES - 1.52%
Microcell Telecommunications, Inc. -
   ADR* (Note 7)                                  3,150      16,341
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR* (Note 7)                                  6,255     474,989
                                                         ----------
                                                            491,330
                                                         ----------
TESTING LABORATORIES - 0.04%
Paradigm Geophysical Ltd.*                        2,350      13,072
                                                         ----------


TEXTILE MILL PRODUCTS - 0.07%
Albany International Corp. - Class A              1,181      21,553
                                                         ----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
6
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                        <C>               <C>
                                           Shares/Principal     Value
                                               Amount          (note 2)
TRANSPORTATION -  3.50%
RAILROAD - 3.44%
Canadian National Railway Co. - ADR (Note 7)      21,475     $ 1,083,145
Guangshen Railway Co. Ltd. -  ADR (Note 7)         3,625          27,187
                                                             -----------
                                                               1,110,332
                                                             -----------
WATER  - 0.06%
Trico Marine Services, Inc.*                       2,575          18,347
                                                             -----------
                                                               1,128,679
                                                             -----------
TOTAL COMMON STOCK
(Identified Cost $14,867,812)                                 13,306,812
                                                             -----------

U.S. TREASURY SECURITIES - 53.81%
   U.S. TREASURY BONDS - 17.12%
   U.S. Treasury Bond, 9.875%, 11/15/2015     $   20,000          30,331
   U.S. Treasury Bond, 7.25%,  5/15/2016          45,000          54,844
   U.S. Treasury Bond, 8.75%, 5/15/2017           40,000          55,925
   U.S. Treasury Bond, 8.75%, 5/15/2020          455,000         648,233
   U.S. Treasury Bond, 7.25%, 8/15/2022          265,000         330,422
   U.S. Treasury Bond, 7.50%, 11/15/2024       3,290,000       4,269,805
   U.S. Treasury Bond, 6.50%, 11/15/2026         120,000         139,613
                                                             -----------

   TOTAL U.S. TREASURY BONDS
   (Identified Cost $4,670,229)                                5,529,173
                                                             -----------
                                                          
   U.S. TREASURY NOTES - 36.69%
   U.S. Treasury Note, 5.50%, 3/31/2000        1,140,000       1,157,457
   U.S. Treasury Note, 5.25%, 1/31/2001           15,000          15,300
   U.S. Treasury Note, 6.25%, 4/30/2001        4,170,000       4,356,349
   U.S. Treasury Note, 6.625%, 7/31/2001       3,480,000       3,683,364
   U.S. Treasury Note, 6.375%, 9/30/2001          15,000          15,816
   U.S. Treasury Note, 6.25%, 6/30/2002          120,000         127,462
   U.S. Treasury Note, 5.875%, 9/30/2002       1,205,000       1,268,640
   U.S. Treasury Note, 5.50%, 3/31/2003           45,000          47,095
   U.S. Treasury Note, 5.375%, 6/30/2003         750,000         783,282
   U.S. Treasury Note, 6.50%, 5/15/2005          350,000         389,375
                                                             -----------

    TOTAL U.S. TREASURY NOTES
   (Identified Cost $11,446,226)                              11,844,140
                                                             -----------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $16,116,455)                              17,373,313
                                                             -----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
7
<PAGE>

Investment Portfolio -  October 31, 1998


<TABLE>

<CAPTION>



<S>                                       <C>              <C>
                                          Shares/Principal      Value
                                               Amount          (note 2)                                        
U.S. GOVERNMENT AGENCIES - 0.21%

   MORTGAGE BACKED SECURITIES
   GNMA, Pool #174225, 9.50%, 8/15/2016    $    901               972
   GNMA, Pool #286310, 9.00%, 2/15/2020      18,293            19,483
   GNMA, Pool #288873, 9.50%, 8/15/2020       3,590             3,873
   GNMA, Pool #385753, 9.00%, 7/15/2024      40,043            42,646
                                                           -----------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $65,466)                                   66,974
                                                           -----------

SHORT-TERM INVESTMENTS - 3.02%
   Dreyfus Treasury Cash Management Fund
    (Identified Cost $976,273)              976,273           976,273
                                                           -----------

TOTAL INVESTMENTS - 98.24%
    (Identified Cost $32,026,006)                          31,723,372

OTHER ASSETS, LESS LIABILITIES - 1.76%                        567,845
                                                           -----------

NET ASSETS - 100%                                         $32,291,217
                                                           ===========
</TABLE>



*Non-income producing security
**Security priced by the Advisor

<TABLE>

<CAPTION>



<S>                                                               <C>
                                                                        
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized depreciation based on
identified cost for  Federal income tax purposes of $32,107,876
Was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost               $ 1,920,075 

Aggregate gross unrealized depreciation for all investments
in Which there was an excess of tax cost over value                (2,304,579)
                                                                  ------------

UNREALIZED DEPRECIATION -  NET                                    $  (384,504)
                                                                  ============

</TABLE>



The accompanying notes are an integral part of the financial statements.
8
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                             <C>
                                                      
OCTOBER 31, 1998


ASSETS:

Investments, at value (identified cost
 $32,026,006)(Note 2)                           $31,723,372 
Cash                                                 61,798 
Interest receivable                                 372,719 
Receivable for securities sold                      244,277 
Dividends receivable                                 10,969 
                                                ------------


TOTAL ASSETS                                     32,413,135 
                                                ------------


LIABILITIES:

Accrued management fees (Note 3)                     34,189 
Accrued Directors' fees (Note 3)                      1,707 
Transfer agent fees payable (Note 3)                    626 
Payable for fund shares repurchased                  67,919 
Audit fee payable                                    14,045 
Other payables and accrued expenses                   3,432 
                                                ------------

TOTAL LIABILITIES                                   121,918 
                                                ------------

NET ASSETS FOR 2,785,586 SHARES OUTSTANDING     $32,291,217 
                                                ============


NET ASSETS CONSIST OF:

Capital stock                                   $    27,856 
Additional paid-in-capital                       30,295,926 
Undistributed net investment income                 502,925 
Accumulated net realized gain on investments      1,767,144 
Net unrealized depreciation on investments         (302,634)
                                                ------------

TOTAL NET ASSETS                                $32,291,217 
                                                ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($32,291,217/2,785,586 shares)               $     11.59 
                                                ============
</TABLE>



The accompanying notes are an integral part of the financial statements.
9
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                 <C>
                                                            
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Interest                                            $   974,806 
Dividends (net of foreign taxes withheld, $6,103)       280,752 
                                                    ------------

Total Investment Income                               1,255,558 
                                                    ------------


EXPENSES:

Management fees (Note 3)                                281,928 
Directors' fees (Note 3)                                  7,696 
Transfer agent fees (Note 3)                              6,766 
Audit fee                                                18,750 
Custodian fee                                            13,249 
Registration and filing fees                             11,351 
Miscellaneous                                             7,083 
                                                    ------------

Total Expenses                                          346,823 

Less Reduction of Expenses (Note 3)                      (7,453)
                                                    ------------

Net Expenses                                            339,370 
                                                    ------------

NET INVESTMENT INCOME                                   916,188 
                                                    ------------


REALIZED AND UNREALIZED GAIN(LOSS)
   ON INVESTMENTS:
Net realized gain on investments (identified cost
basis)                                                1,773,717 
Net change in unrealized depreciation on 
investment                                           (1,033,391)
                                                    ------------

NET REALIZED AND UNREALIZED (GAIN)LOSS
ON INVESTMENTS                                          740,326 
                                                    ------------
   
NET INCREASE IN NET ASSETS RESULTING 
FROM OPERATIONS                                     $ 1,656,514 
                                                    ============
 
</TABLE>



The accompanying notes are an integral part of the financial statements.
10
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>



<S>                                           <C>            <C>
                                                     
                                               For the        For the
                                               Year Ended     Year Ended
                                                  10/31/98       10/31/97 
                                              -------------  -------------
 INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                         $    916,188   $    682,532 
Net realized gain on investments                 1,773,717      1,431,876 
Net change in unrealized appreciation 
depreciation on investments                     (1,033,391)       342,311 
                                              -------------  -------------
Net increase from operations                     1,656,514      2,456,719 
                                              -------------  -------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                        (693,293)      (730,167)
From net realized gain on investments           (1,427,315)      (296,105)
                                              -------------  -------------

Total distributions to shareholders             (2,120,608)    (1,026,272)
                                              -------------  -------------


CAPITAL STOCK ISSUED AND REPURCHASED:


Net increase from capital share
   transactions (Note 5)                        10,824,821      2,706,535 
                                              -------------  -------------


Net increase in net assets                      10,360,727      4,136,982 


NET ASSETS:

Beginning of period                             21,930,490     17,793,508 
                                              -------------  -------------

END OF PERIOD (including undistributed net
investment income of $502,925 and
$274,768, respectively)                       $ 32,291,217   $ 21,930,490 
                                              =============  =============

</TABLE>



The accompanying notes are an integral part of the financial statements.
11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>



<S>                                    <C>         <C>         <C>         <C>         <C>         <C>
                                                 
                                                                 For the                           For the Period
                                        For the     For the     Ten         For the     For the    9/15/93 
                                          Year        Year         Months     Year         Year    (commencement 
                                         Ended       Ended       Ended       Ended       Ended     of operations) 
                                        10/31/98    10/31/97    10/31/96    12/31/95    12/31/94   to 12/31/93 
                                       ----------  ----------  ----------  ----------  ----------  ---------------

Per share data (for a share
Outstanding Throughout each period):

NET ASSET VALUE - BEGINNING  OF PERIOD $   11.97   $   11.20   $   10.72   $    9.72   $   10.05   $       10.00 
                                       ----------  ----------  ----------  ----------  ----------  ---------------

Income from investment operations:
   Net investment income*                  0.357       0.390       0.293       0.342       0.200           0.045 
   Net realized and unrealized gain 
      (loss)on investments                 0.349       1.010       0.307       1.698      (0.280)          0.045 
                                       ----------  ----------  ----------  ----------  ----------  ---------------

Total from investment operations           0.706       1.400       0.600       2.040      (0.080)          0.090 
                                       ----------  ----------  ----------  ----------  ----------  ---------------

Less distributions to shareholders:
   From net investment income             (0.328)     (0.442)     (0.092)     (0.342)     (0.203)         (0.040)
   in excess of net investment income          -           -           -      (0.005)          -               - 
   From net realized gain on investment   (0.758)     (0.188)     (0.028)     (0.693)     (0.040)              - 
   in excess of net realized gain on
   investments                                 -           -           -           -      (0.007)              - 
                                       ----------  ----------  ----------  ----------  ----------  ---------------

Total distributions to shareholders       (1.086)     (0.630)     (0.120)     (1.040)     (0.250)         (0.040)
                                       ----------  ----------  ----------  ----------  ----------  ---------------

 NET ASSET VALUE - END OF PERIOD       $   11.59   $   11.97   $   11.20   $   10.72   $    9.72           10.05 
                                       ==========  ==========  ==========  ==========  ==========  ===============

Total return 1                              6.29%      13.01%       5.64%      21.08%     (0.80%)           0.93%
Ratios (to average net assets) /
 Supplemental Data:
     Expenses *                             1.20%       1.20%     1.20%2        1.20%       1.20%           1.20%2 
    Net investment income *                 3.25%       3.39%     3.69%2        3.64%       3.40%           2.47%2 

Portfolio turnover                            60%         50%         85%         72%         45%              1%
NET ASSETS - END OF PERIOD (000'S
OMITTED)                               $  32,291   $  21,930   $  17,794   $   9,518   $   4,519              475 
                                       ==========  ==========  ==========  ==========  ==========  ================
</TABLE>



*The  investment advisor did not impose all or a portion of its management fee
and in some periods paid a portion of the Fund's expenses.  If these expenses
had been incurred by the Fund, and had 1994 and 1993 expenses been limited to
that allowed by  state securities law, the net investment income per share and
the ratios would be as follows:



<TABLE>

<CAPTION>



<S>                                                           <C>      <C>      <C>      <C>      <C>      <C>
                                                         
 Net investment income                                        $0.354   $0.385   $ 0.284  $0.311   $0.124   $ 0.021
Ratios (to average net assets):
   Expenses                                                     1.23%    1.24%   1.31%2    1.53%    2.50%   2.50%2
Net investment income                                           3.22%    3.35%   3.58%2    3.31%    2.10%   1.17%2

1 Represents aggregate total return for the period indicated.
2 Annualized.
</TABLE>



The accompanying notes are an integral part of the financial statements.
12
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION
Blended  Asset Series I (the "Fund") is a no-load diversified series of Exeter
Fund, Inc. (the "Corporation"), formerly known as Manning & Napier Fund, Inc. 
The  Corporation  is  organized  in  Maryland  and  is  registered  under  the
Investment  Company  Act  of  1940,  as  amended,  as  an  open-end management
investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million  have  been  designated as Blended Asset Series I Class A
Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
Portfolio  securities,  including domestic equities, foreign equities, options
and  corporate  bonds,  listed  on an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Fund's pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at 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.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

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

13
<PAGE>

Notes to Financial Statements
2.   SIGNIFICANT ACCOUNTING POLICIES(continued)

FEDERAL INCOME TAXES(continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions to shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  foreign  denominated  investments,
character  reclassification  between  net  income  and net gains, or other tax
adjustments.    As  a  result, net investment income (loss) and net investment
gain  (loss)  on  investment  transactions  for  a reporting period may differ
significantly  from  distributions  to  shareholders during such period.  As a
result,  the  Fund  may  periodically make reclassifications among its capital
accounts without impacting the Fund's net asset value.

     FOREIGN CURRENCY TRANSLATION
The  accounting  records  of the Fund are maintained in U.S. dollars.  Foreign
currency  amounts  are translated into U.S. dollars on the following basis: a)
investment  securities,  other  assets  and  liabilities are converted to U.S.
dollars  based  upon  current  exchange  rates;  and b) purchases and sales of
securities  and income and expenses are converted into U.S. dollars based upon
the  currency  exchange  rates  prevailing  on  the  respective  dates of such
transactions.

Gains  and losses attributable to foreign currency exchange rates are recorded
for  financial  statement  purposes  as  net  realized  gains  and  losses  on
investments.   The portion of both realized and unrealized gains and losses on
investments  that  result from fluctuations in foreign currency exchange rates
is not separately stated.

MULTIPLE CLASSES OF SHARES OF COMMON STOCK
The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class  C,  Class  D,  and  Class E).  Currently, only Class A shares have been
issued.    The  five classes of shares differ in their respective distribution
and  service  fees.  All shareholders bear the common expenses of the Fund pro
rata  based on the average daily net assets of each class, without distinction
between  share classes.  Dividends are declared separately for each class.  No
class  has  preferential  dividend  rights;  differences in per share dividend
rates are generally due to differences in separate class expenses.

14
<PAGE>

Notes to Financial Statements

SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

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

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and  payable monthly, at an annual rate of 1.0% of the Fund's
average  daily  net  assets.   The fee amounted to $281,928 for the year ended
October 31, 1998.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
personnel  of  the  Advisor provide the Fund with advice and assistance in the
choice  of  investments  and  the  execution  of  securities transactions, and
otherwise  maintain  the  Fund's  organization.  The Advisor also provides the
Fund  with  necessary  office  space  and portfolio accounting and bookkeeping
services.    The salaries of all officers of the Fund and of all Directors who
are  "affiliated  persons" of the Fund or of the Advisor, and all personnel of
the  Fund  or  of  the  Advisor  performing  services  relating  to  research,
statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay  other  expenses  of  the Fund in order to maintain total expenses for the
Fund  at  no  more  than  1.20%  of  average  daily  net  assets  each  year. 
Accordingly,  the Advisor waived fees of $7,453 for the year ended October 31,
1998,  which  is  reflected  as  a  reduction  of expenses on the Statement of
Operations.    The  fee  waiver  and  assumption of expenses by the Advisor is
voluntary and may be terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate  of  0.024%;  this  fee amounted to $6,766 for the year ended October 31,
1998.

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

       The compensation of the non-affiliated Directors totaled $7,696 for the
year ended October 31, 1998.
15
<PAGE>

NOTES TO FINANCIAL STATEMENTS

4.          PURCHASES AND SALES OF SECURITIES
For  the year ended October 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$15,235,237  and  $11,266,115,  respectively.    Purchases and sales of United
States  Government  securities,  other  than  short-term  securities,  were
$9,044,292 and $4,790,620, respectively.

5.     CAPITAL STOCK TRANSACTIONS
         Transactions in shares of Blended Asset Series I Class A Common Stock
were:
<TABLE>

<CAPTION>



<S>           <C>               <C>           <C>               <C>
                  
               For the Year                    For the Year
               Ended 10/31/98                  Ended 10/31/97
              ----------------                ----------------              
               Shares            Amount        Shares            Amount
              ----------------  ------------  ----------------  ------------
Sold                1,438,207   $16,430,050           514,345   $ 5,851,791 
Reinvested            187,108     2,098,928            91,051     1,011,493 
Repurchased          (671,472)   (7,704,157)         (362,106)   (4,156,749)
              ----------------  ------------  ----------------  ------------
Net increase          953,843   $10,824,821           243,290   $ 2,706,535 
              ================  ============  ================  ============
</TABLE>



6.     FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various  market  risks.   These financial instruments include written options,
forward  foreign  currency  exchange  contracts, and futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk in excess of the amounts
recognized for financial statement purposes.  No such investments were held by
the Fund on October 31, 1998.

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

16
<PAGE>

Independent Auditors' Report

TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF BLENDED ASSET SERIES I:

We  have audited the accompanying statement of assets and liabilities,
including the investment portfolio, of Blended Asset Series I (one of the
series  constituting Exeter Fund Inc., formerly Manning & Napier Fund, Inc.)
as of October 31, 1998, the related statement of operations  for  the year
then ended, the statements of changes in net assets for the years ended October
31, 1998 and 1997, and the financial highlights for each of the years in
the three-year period ended October 31, 1998 and the three-year period ended
December 31, 1995.  These financial statements and financial highlights are
the responsibility of the Fund's management.  Our responsibility  is  to
express an opinion on these financial statements and financial highlights based 
on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1998 by
correspondence  with  the  custodian.  An  audit  also  includes assessing  the
accounting  principles  used and significant estimates made by management,  as
well  as  evaluating  the  overall  financial  statement presentation.  We  
believe  that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in all material respects, the financial position of the Blended Asset
Series  I  at  October 31, 1998, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

17
<PAGE>
<PAGE>


Exeter Fund, Inc.

Blended Asset Series II

Annual Report
October 31,1998

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

The  U.S.  economy  has continued to slow over the past six months as domestic
corporate profits are estimated to be growing at the second slowest pace since
the  1990-91 recession, due to the continued financial problems in Asia and an
increase  in  domestic  wages.    Weak  demand  for  U.S.  exports  and global
deflationary  pressures  continued  to  limit  earnings  growth,  while  high
valuation  levels  for  large  capitalization  U.S.  stocks  contributed  to
disappointments  for  equity investors.  Meanwhile, the Pacific Rim crisis has
spread  across  one-third  of  the  world  Gross  Domestic Product, leaving no
country unaffected.

Even  the  U.S.  market  was  not  immune.  The worst of the volatility hit in
August,  by  the  end  of which the average stock listed on the New York Stock
Exchange  was  down  16.23%  for  the  year, while one out of every three NYSE
stocks  was  down  30%  or more.  Perhaps of most concern looking forward, the
spread  between  the  overvaluation of the narrow, large cap U.S. stock market
and  the  broader  stock  market  became  even wider.  As a result of the high
valuations  and potential for sustained weakness in U.S. stock prices, we have
positioned  the  portfolio's  stock allocation away from blue chips and toward
foreign  stocks  and  other  sectors that have already experienced significant
declines from their highs.

On  the  bond  side,  the  unsettled condition of the world's stock market has
resulted in a "flight to quality," as interest rates fell.  We have maintained
the  portfolio's  significant holding in high quality, long-term bonds and are
beginning to realize gains as opportunities arise.

Naturally, the difficult stock environment influenced the Blended Asset Series
II, resulting in a total return of - 0.56% over the last 12 months.  While our
portfolio  has  experienced  some  volatility  as  the crisis has unfolded, we
believe  that our current focus on stocks with lower valuations has positioned
the 

1
<PAGE>

Management Discussion and Analysis

portfolio to benefit in the future.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,



Exeter Asset Management

[graphic]
<pie chart>
Data for pie chart to follow:

Asset Allocation -  As of 10/31/98

Stocks -  54%
Bonds -  40%
Cash, equivalents, and other assets, less liabilities -  6%

2
<PAGE>

Performance Updates as of October 31, 1998




Exeter Fund, Inc. -  Blended Asset Series II
<TABLE>

<CAPTION>
<S>                <C>                  <C>           <C>                                

                                                                                      
                                                                       

                                        Total Return
                                        -------------                                  
 Through           Growth of $10,000                  Average
 10/31/98            Investment         Cumulative    Annual

 One Year                $   9,944         -0.56%     -0.56%
 Five Years              $  18,037         80.37%     12.51%
 Inception2              $  17,947         79.47%     12.26%

</TABLE>


Lehman Brothers Intermediate Bond Index
<TABLE>

<CAPTION>

<S>                <C>                <C>             <C>                      

         
                                      Total Return
                                      ---------------                          
 Through           Growth of $10,000                  Average
 10/31/98            Investment       Cumulative       Annual
                                                                               
One Year              $    10,912        9.12%          9.12%
Five Years            $    13,698       36.98%          6.49%
Inception2            $    13.651       36.51%          6.35%

</TABLE>



<TABLE>

<CAPTION>



<S>                  <C>              <C>           <C>                                                                             
                                                                                            
                                   
50-50 Blended Index
                                      Total Return
                                      -------------                                  
 Through             Growth of $10,000              Average
 10/31/98            Investment       Cumulative    Annual


One Year               $   11,510       15.10%       15.10%
Five Years             $   19,411       94.11%       14.18%
Inception2             $   19,525       95.25%       14.15%

</TABLE>



The  value  of a $10,000 investment in the Exeter Fund, Inc. -  Blended Assets
Series  II  from its inception (10/12/93) to present (10/31/98) as compared to
the Lehman Brothers Intermediate Bond Index and a 50-50 Blended Index.1

[graphic]
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>



<S>                  <C>                       <C>                             <C>

               
                    
                     Exeter Fund, Inc.        Lehman Brothers Intermediate
   Date              Blended Asset Series II   Bond Index                       50-50 Blended Index

 10/12/93            $                 10,000  $                       10,000  $             10,000

12/31/93             $                  9,982  $                        9,956  $             10,056

12/31/94             $                 10,333  $                        9,764  $              9,978

12/31/95             $                 13,707  $                       11,261  $             12,743

10/31/96             $                 15,078  $                       11,639  $             13,978

10/31/97             $                 18,047  $                       12,510  $             16,832

10/31/98             $                 17,947  $                       13,651  $             19,525

</TABLE>



1  The  Lehman  Brothers  Intermediate  Bond  Index is a market value weighted
measure of approximately 4,322 corporate and government securities.  The Index
is  comprised  of investment grade securities with maturities greater than one
year  but  less  than  ten  years.   The 50-50 Blended Index is 50% Standard &
Poor's  (S&P)  500  Total  Return Index and 50% Lehman Brothers Aggregate Bond
Index.  The S&P 500 Total Return Index is an unmanaged capitalization-weighted
measure  of  500  widely  held  common  stocks  listed  on  the New York Stock
Exchange,  American  Stock  Exchange,  and Over-the-Counter market. The Lehman
Brothers  Aggregate  Bond  Index  is  a  market  value  weighted  measure  of
approximately  6,602  corporate,  government, and mortgage backed securities. 
The  Index is comprised of investment grade securities with maturities greater
than  one  year.    Both  Indices'  returns assume reinvestment of income and,
unlike Fund returns, do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from October 12,
1993, the Fund's inception date.  The Fund's performance is historical and may
not be indicative of future results.


3
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                                <C>      <C>
                                                      
                                                             VALUE
                                                    SHARES  (NOTE 2)
COMMON STOCK - 54.01%

 AGRICULTURAL PRODUCTION -  0.05%
    Sylvan, Inc.*                                    2,400  $   32,100 
                                                            -----------

 AMUSEMENT & RECREATIONAL SERVICES - 0.30%
    Resorts World Bhd. -  ADR (Note 7)**            66,200     197,554 
                                                            -----------

APPAREL - 2.15%
    Liz Claiborne, Inc.                             47,000   1,380,625 
    Novel Denim Holdings Ltd.*                       2,400      36,600 
                                                            -----------
                                                             1,417,225 
                                                            -----------

BUSINESS SERVICES - 2.19%
    National Data Corp.                             42,500   1,439,687 
                                                            -----------

 CHEMICAL & ALLIED PRODUCTS - 6.54%
    BIOLOGICAL PRODUCTS - 1.91%
    Cypress Bioscience, Inc.*                        6,000      17,625 
    Sigma-Aldrich Corp.                             40,300   1,245,524 
                                                            -----------
                                                             1,263,149 
                                                            -----------

    PHARMACEUTICAL PREPARATIONS - 4.63%
    Orion-Yhtyma OY - B Shares (Finland) (Note 7)    2,320      55,793 
    Pharmacia & Upjohn, Inc.                        30,230   1,600,301 
    Teva Pharmaceutical Industries Ltd. - ADR
    (Note 7)                                        35,500   1,400,031 
                                                            -----------
                                                             3,056,125 
                                                            -----------
                                                             4,319,274 
                                                            -----------

COMMUNICATIONS - 0.04%
    Granite Broadcasting Corp.*                      4,900      25,112 
                                                            -----------

COMPUTER EQUIPMENT - 3.52%
    Bell & Howell Co.*                              31,150     825,475 
    International Game Technology                   66,400   1,498,150 
                                                            -----------
                                                             2,323,625 
                                                            -----------

COMPUTER INTEGRATED SYSTEMS DESIGN - 0.02%
    Apache Medical Systems, Inc.*                   10,550      12,528 
                                                            -----------
</TABLE>


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

4
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                                <C>      <C>
                                                      
                                                             VALUE
                                                    SHARES  (NOTE 2)
CRUDE PETROLEUM & NATURAL GAS - 4.53%
    Gulf Canada Resources Ltd. - ADR (Note 7)      165,300  $  619,875 
    Petroleo Brasileiro S.A. (Petrobras) -
       ADR (Note 7)                                143,550   1,805,098 
    YPF Sociedad Anonima - ADR (Note 7)             19,550     565,728 
                                                            -----------
                                                             2,990,701 
                                                            -----------

DIAMONDS - 2.17%
    De Beers Centenary AG - ADR (Note 7)            99,470   1,429,881 
                                                            -----------

ELECTRONICS & ELECTRICAL EQUIPMENT - 8.71%
   Gold Peak Industries Ltd. (Hong Kong)(Note 7)    94,000      25,181 
   Motorola, Inc.                                   34,350   1,786,200 
   Philips Electronics NV - ADR (Note 7)            43,075   2,363,741 
   Scientific-Atlanta, Inc.                          3,000      44,813 
   Texas Instruments, Inc.                          23,100   1,476,956 
   The Carbide/Graphite Group, Inc.*                 1,900      23,750 
   Ultralife Batteries, Inc.*                        4,700      25,116 
                                                            -----------
                                                             5,745,757 
                                                            -----------

GLASS PRODUCTS - 2.29%
    Corning, Inc.                                   40,350   1,465,209 
    Libbey, Inc.                                     1,400      43,400 
                                                            -----------
                                                             1,508,609 
                                                            -----------

HEALTH SERVICES - 1.13%
    MedPartners, Inc.*                             209,797     747,402 
                                                            -----------


HOTELS & LODGING PLACES - 0.01%
    CDL Hotels International Ltd. -  ADR (Note 7)    2,300       5,879 
                                                            -----------

INDUSTRIAL & COMMERCIAL MACHINERY - 0.16%
    Comfort Systems USA, Inc.*                       2,400      45,600 
    Lam Research Corp.*                              1,400      20,212 
    NN Ball & Roller, Inc.                           5,425      36,619 
                                                            -----------
                                                               102,431 
                                                            -----------

JEWELRY - 0.09%
    Josten, Inc.                                     2,600      58,662 
                                                            -----------
</TABLE>


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

5
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                                  <C>      <C>
                                                        
                                                               VALUE
                                                      SHARES     (NOTE 2)
PAPER & ALLIED PRODUCTS - 1.16%
    Asia Pulp & Paper Co. Ltd. - ADR (Note 7)         83,900  $  697,419 
    Schweitzer-Mauduit International, Inc.             1,850      33,647 
    Stone Container Corp.                              3,600      34,425 
                                                              -----------
                                                                 765,491 
                                                              -----------

PRINTING & PUBLISHING - 0.09%
     Scholastic Corp.*                                 1,500      59,156 
                                                              -----------

 Refuse Systems - 0.05%
   Newpark Resources, Inc.*                            3,400      32,087 
                                                              -----------


RETAIL SPECIALTY STORES - 0.57%
    Hancock Fabrics, Inc.                             32,050     278,434 
    Talbots, Inc.                                      4,225      95,855 
                                                              -----------
                                                                 374,289 
                                                              -----------

SOFTWARE - 3.34%
    Oracle Corp.*                                     74,600   2,205,363 
                                                              -----------

TECHNICAL INSTRUMENTS & SUPPLIES - 10.00%
    MEASURING & CONTROLLING DEVICES - 4.59%
    Millipore Corp.                                   64,025   1,576,616 
    Teradyne, Inc.*                                   44,700   1,452,750 
                                                              -----------
                                                               3,029,366 
                                                              -----------

    OPTICAL SUPPLIES - 0.05%
    Sola International, Inc.*                          1,625      31,180 
                                                              -----------

    PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 5.34%
    Eastman Kodak Co.                                 45,450   3,522,375 
                                                              -----------

    SURGICAL & MEDICAL INSTRUMENTS - 0.02%
    CardioGenesis Corp.*                               3,025      15,503 
                                                              -----------
                                                               6,598,424 
                                                              -----------

TELECOMMUNICATION SERVICES - 1.73%
    Microcell Telecommunications, Inc. - ADR*
       (Note 7)                                        5,300      27,494 
    Telecomunicacoes Brasileiras S.A. (Telebras) -
        ADR* (Note 7)                                 14,710   1,117,041 
                                                              -----------
                                                               1,144,535 
                                                              -----------

TESTING LABORATORIES - 0.04%
   Paradigm Geophysical Ltd.*                          4,500      25,031 
                                                              -----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
6
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                               <C>                 <C>
                                                             
                                                   SHARES/             VALUE
                                                   PRINCIPAL AMOUNT      (NOTE 2)
TEXTILE MILL PRODUCTS - 0.06%
    Albany International Corp. - Class A                       2,347  $   42,833 
                                                                      -----------

TRANSPORTATION  - 3.07%
    RAILROAD - 3.01%
    Canadian National Railway Co. - ADR (Note 7)              38,250   1,929,235 
    Guangshen Railway Co. Ltd. (Note 7)                        7,900      59,250 
                                                                      -----------
                                                                       1,988,485 
                                                                      -----------

    WATER - 0.06%
    Trico Marine Services, Inc.*                               5,600      39,900 
                                                                      -----------
                                                                       2,028,385 
                                                                      -----------


TOTAL COMMON STOCK
(Identified Cost $42,532,087)                                         35,632,021 
                                                                      -----------

U.S. TREASURY SECURITIES - 40.20%

   U.S. TREASURY BONDS - 21.96%
   U.S. Treasury Bond, 6.50%, 5/15/2005           $          105,000     116,813 
   U.S. Treasury Bond, 8.75%, 5/15/2020                      125,000     178,086 
   U.S. Treasury Bond, 7.25%, 8/15/2022                       65,000      81,047 
   U.S. Treasury Bond, 7.50%,  11/15/2024                  3,395,000   4,406,075 
   U.S. Treasury Bond, 6.875%, 8/15/2025                   6,200,000   7,523,316 
    U.S. Treasury Bond, 6.50%, 11/15/2026                  1,875,000   2,181,446 
                                                                      -----------

   TOTAL U.S. TREASURY BONDS
   (Identified Cost $12,129,824)                                      14,486,783 
                                                                      -----------

   U.S. TREASURY NOTES - 18.24%
   U.S. Treasury Note, 6.25%, 6/30/2002                    1,050,000   1,115,297 
   U.S. Treasury Note, 5.875%, 9/30/2002                   2,370,000   2,495,167 
   U.S. Treasury Note, 5.625%, 12/31/2002                  5,815,000   6,087,578 
   U.S. Treasury Note, 5.50%, 3/31/2003                    2,230,000   2,333,835 
                                                                      -----------

   TOTAL U.S. TREASURY NOTES
   (Identified Cost $11,460,355)                                      12,031,877 
                                                                      -----------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $23,590,179)                                      26,518,660 
                                                                      -----------

SHORT-TERM INVESTMENTS - 1.37%
   Dreyfus Treasury Cash Management Fund
      (Identified Cost $904,461)                             904,461     904,461 
                                                                      -----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
7
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                           <C>
                                        
                                               VALUE
                                                  (NOTE 2)

TOTAL INVESTMENTS - 95.58%
   (Identified Cost $67,026,727)              $63,055,142 

OTHER ASSETS, LESS LIABILITIES - 4.42%          2,917,880 
                                              ------------

NET ASSETS - 100%                             $65,973,022 
                                              ============
</TABLE>


   *   Non-income producing security
    ** Security priced by the Advisor

<TABLE>

<CAPTION>




<S>                                                              <C>
                                                                       
FEDERAL TAX INFORMATION:

 At October 31, 1998, the net unrealized depreciation based on
identified cost for Federal income tax purposes of
$ 67,261,072 was as follows:

Aggregate gross unrealized appreciation for all investments in
which there was an excess of value over tax cost                 $ 4,397,261 

Aggregate gross unrealized depreciation for all investments in    (8,603,191)
                                                                 ------------
which there was an excess of tax cost over value

UNREALIZED DEPRECIATION - NET                                    $(4,205,930)
                                                                 ============

</TABLE>



The accompanying notes are an integral part of the financial statements.
8
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                                          <C>

October 31, 1998
                                                                 
ASSETS:

Investments, at value (identified cost $67,026,727)(Note 2)  $63,055,142 
Cash                                                             116,924 
Receivable for securities sold                                 2,634,679 
Interest receivable                                              428,830 
Dividends receivable                                              29,581 
                                                             ------------

TOTAL ASSETS                                                  66,265,156 
                                                             ------------


LIABILITIES:

Accrued management fees (Note 3)                                  53,959 
Accrued Directors' fees (Note 3)                                   1,707 
Transfer Agent fees payable (Note 3)                               1,295 
Payable for fund shares repurchased                              216,378 
Audit fee payable                                                 13,071 
Other payables and accrued expenses                                5,724 
                                                             ------------

TOTAL LIABILITIES                                                292,134 
                                                             ------------

NET ASSETS FOR 5,234,961 SHARES OUTSTANDING                  $65,973,022 
                                                             ============


NET ASSETS CONSIST OF:

Capital stock                                                $    52,350 
Additional paid-in-capital                                    65,133,419 
Undistributed net investment income                              798,686 
Accumulated net realized gain on investments                   3,960,153 
Net unrealized depreciation on investments                    (3,971,586)
                                                             ------------

TOTAL NET ASSETS                                             $65,973,022 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($65,973,022/5,234,961 shares)                            $     12.60 
                                                             ============

</TABLE>



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

9
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                       <C>
                                                               

FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Interest                                                  $ 1,509,035 
Dividends (net of foreign taxes withheld, $23,544)            772,650 
                                                          ------------

Total Investment Income                                     2,281,685 
                                                          ------------

EXPENSES:

Management fees (Note 3)                                      633,708 
Directors' fees (Note 3)                                        7,696 
Transfer agent fees (Note 3)                                   15,209 
Custodian fee                                                  21,502 
Audit fee                                                      20,751 
Registration and filing fees                                   13,950 
Miscellaneous                                                  16,782 
                                                          ------------

Total Expenses                                                729,598 
                                                          ------------

NET INVESTMENT INCOME                                       1,552,087 
                                                          ------------


REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:

Net realized gain on investments (identified cost basis)    3,960,798 
 Net change in unrealized depreciation on investments      (6,481,268)
                                                          ------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     (2,520,470)
                                                          ------------

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $  (968,383)
                                                          ============

</TABLE>



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

10
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>



<S>                                                     <C>           <C>
                                                               
                                                         For the       For the
                                                         Year          Year
                                                          Ended         Ended
                                                           10/31/98      10/31/97 
                                                        ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $ 1,552,087   $ 1,034,045 
Net realized gain on investments                          3,960,798     6,250,473 
Net change in unrealized appreciation
(depreciation) on investments                            (6,481,268)       48,699 
                                                        ------------  ------------

Net increase (decrease)  from operations                   (968,383)    7,333,217 
                                                        ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                               (1,191,632)   (1,092,397)
From net realized gain on investments                    (6,231,121)   (1,048,673)
                                                        ------------  ------------

Total distributions to shareholders                      (7,422,753)   (2,141,070)
                                                        ------------  ------------


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share
   transactions (Note 5)                                 23,441,792    12,731,521 
                                                        ------------  ------------


Net increase in net assets                               15,050,656    17,923,668 

NET ASSETS:

Beginning of period                                      50,922,366    32,998,698 
                                                        ------------  ------------

END OF PERIOD (including undistributed net investment
   Income of $798,686 and $437,931, respectively)       $65,973,022   $50,922,366 
                                                        ============  ============

</TABLE>



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

11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>

<S>                                        <C>         <C>         <C>         <C>         <C>
                                                    

                                                                   For the                          
                                           For the     For the      Ten        For the     For the
                                           Year        Year        Months      Year        Year
                                           Ended       Ended       Ended       Ended       Ended
                                           10/31/98    10/31/97    10/31/96    12/31/95    12/31/94 
                                           ----------  ----------  ----------  ----------  ----------

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

NET ASSET VALUE - BEGINNING OF PERIOD      $   14.69   $   13.04   $   11.95   $   10.12   $    9.98 
                                           ----------  ----------  ----------  ----------  ----------

Income from investment operations:
   Net investment income                       0.312       0.325       0.227*       0.238*      0.108* 
   Net realized and unrealized gain (loss)
      on investments                          (0.385)      2.130       0.963        3.052       0.243 
                                           ----------  ----------  ----------  ----------  ----------

Total from investment operations              (0.073)      2.455       1.190        3.290       0.351 
                                           ----------  ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income                 (0.286)     (0.393)     (0.040)      (0.237)     (0.119)
   From net realized gain on investments      (1.731)     (0.412)     (0.060)      (1.223)     (0.092)
                                           ----------  ----------  ----------  ----------  ----------
Total distributions to shareholders           (2.017)     (0.805)     (0.100)      (1.460)     (0.211)
                                           ----------  ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD            $   12.60   $   14.69   $   13.04   $    11.95   $   10.12 
                                           ==========  ==========  ==========  ==========  ==========

Total return1                                 (0.56%)      19.69%      10.01%       32.64%       3.52%

Ratios (to average net assets)
/Supplemental Data:
    Expenses                                   1.15%        1.15%     1.20%2*       1.20%*      1.20%* 
    Net investment income                      2.45%        2.45%     2.51%2*       2.53%*      2.12%* 

Portfolio turnover                               61%         63%          57%         63%         19%

NET ASSETS - END OF PERIOD (000's omitted) $  65,973   $  50,922   $  32,999   $  20,519   $   7,214 
                                           ==========  ==========  ==========  ==========  ==========
</TABLE>
<TABLE>
<CAPTION>
<S>                                                   <C>
                                                                 

                                                       For the Period
                                                                 10/12/93 
                                                            (commencement 
                                                       of operations) to
                                                                 12/31/93 
                                                      --------------------

Per share data (for a share outstanding
     throughout each period):
NET ASSET VALUE - BEGINNING OF PERIOD                 $             10.00 
                                                      --------------------

Income from investment operations:
   Net investment income                                           0.014* 
   Net realized and unrealized gain (loss)
      on investments                                               (0.032)
                                                      --------------------

Total from investment operations                                   (0.018)
                                                      --------------------

Less distributions to shareholders:
   From net investment income                                      (0.002)
   From net realized gain on investments                                - 
                                                      --------------------

Total distributions to shareholders                                (0.002)
                                                      --------------------

NET ASSET VALUE - END OF PERIOD                       $              9.98 
                                                      ====================

Total return1                                                      (0.18%)

Ratios (to average net assets) / Supplemental Data:
    Expenses                                                      1.20%2* 
    Net investment income                                         1.94%2* 

Portfolio turnover                                                      0%

NET ASSETS - END OF PERIOD (000's omitted)            $               475 
                                                      ====================
</TABLE>


* The investment advisor did not impose all or a portion of its management fee
and  in some periods paid a portion of the Fund's expenses.  If these expenses
had  been  incurred  by  the  Fund, and had 1993 expenses been limited to that
allowed  by  state securities law, the net investment income per share and the
ratios would have been as follows:



<TABLE>

<CAPTION>



<S>                                      <C>   <C>  <C>      <C>      <C>      <C>
                                                                 
Net investment income                    N/A   N/A  $ 0.225  $0.226   $0.051   $ 0.005
Ratios (to average net assets):
   Expenses                              N/A   N/A   1.22%2    1.33%    2.31%   2.50%2
   Net investment income                 N/A   N/A   2.49%2    2.40%    1.01%   0.64%2
</TABLE>

1  Represents aggregate total return for the period indicated.
2  Annualized.





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

12
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION
Blended Asset Series II (the "Fund") is a no-load diversified series of Exeter
Fund, Inc. (the "Corporation"), formerly known as Manning & Napier Fund, Inc. 
The  Corporation  is  organized  in  Maryland  and  is  registered  under  the
Investment  Company  Act  of  1940,  as  amended,  as  an  open-end management
investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million  have  been designated as Blended Asset Series II Class A
Common Stock.



2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
Portfolio  securities,  including domestic equities, foreign equities, options
and  corporate  bonds,  listed  on an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Fund's pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at 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.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

13
<PAGE>

Notes to Financial Statements
2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions to shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  foreign  denominated  investments,
character  reclassification  between  net  income  and net gains, or other tax
adjustments.    As  a  result, net investment income (loss) and net investment
gain  (loss)  on  investment  transactions  for  a reporting period may differ
significantly  from  distributions  to  shareholders during such period.  As a
result,  the  Fund  may  periodically make reclassifications among its capital
accounts without impacting the Fund's net asset value.

     FOREIGN CURRENCY TRANSLATION
The  accounting  records  of the Fund are maintained in U.S. dollars.  Foreign
currency  amounts  are translated into U.S. dollars on the following basis: a)
investment  securities,  other  assets  and  liabilities are converted to U.S.
dollars  based  upon  current  exchange  rates;  and b) purchases and sales of
securities  and income and expenses are converted into U.S. dollars based upon
the  currency  exchange  rates  prevailing  on  the  respective  dates of such
transactions.

Gains  and losses attributable to foreign currency exchange rates are recorded
for  financial  statement  purposes  as  net  realized  gains  and  losses  on
investments.   The portion of both realized and unrealized gains and losses on
investments  that  result from fluctuations in foreign currency exchange rates
is not separately stated.

14
<PAGE>

Notes to Financial Statements
2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     MULTIPLE CLASSES OF SHARES OF COMMON STOCK
The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class,  C,  Class D, and Class E shares).  Currently, only Class A shares have
been  issued.    The  five  classes  of  shares  differ  in  their  respective
distribution  and  service fees.  All shareholders bear the common expenses of
the Fund pro rata based on the average daily net assets of each class, without
distinction between share classes.  Dividends are declared separately for each
class.    No  class has preferential dividend rights; differences in per share
dividend rates are generally due to differences in separate class expenses.

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

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and  payable monthly, at an annual rate of 1.0% of the Fund's
average  daily  net  assets.   The fee amounted to $633,708 for the year ended
October 31, 1998.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
personnel  of  the  Advisor provide the Fund with advice and assistance in the
choice  of  investments  and  the  execution  of  securities transactions, and
otherwise  maintain  the  Fund's  organization.  The Advisor also provides the
Fund  with  necessary  office  space  and portfolio accounting and bookkeeping
services.    The salaries of all officers of the Fund and of all Directors who
are  "affiliated  persons" of the Fund or of the Advisor, and all personnel of
the  Fund  or  of  the  Advisor  performing  services  relating  to  research,
statistical and investment activities are paid by the Advisor.

        The Advisor also acts as the transfer, dividend paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate  of  0.024%;  this fee amounted to $15,209 for the year ended October 31,
1998.

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

The  compensation  of the non-affiliated Directors totaled $7,696 for the year
ended October 31, 1998.

15
<PAGE>

Notes to Financial Statements

4.     PURCHASES AND SALES OF SECURITIES
For  the year ended October 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$40,455,480  and  $31,288,676,  respectively.    Purchases and sales of United
States  Government  securities,  other  than  short-term  securities  were,
$10,845,880 and $5,619,539, respectively.

5.     CAPITAL STOCK TRANSACTIONS
        Transactions in shares of Blended Asset Series II Class A Common Stock
were:

<TABLE>

<CAPTION>



<S>           <C>           <C>            <C>           <C>
                      
               For the                      For the
               Year Ended                   Year Ended
                 10/31/98                     10/31/97 
              ------------                 ------------              

               Shares        Amount         Shares        Amount
              ------------  -------------  ------------  ------------
Sold            2,076,628   $ 27,526,886     1,218,144   $16,655,310 
Reinvested        579,237      7,393,436       163,874     2,138,523 
 Repurchased     (887,579)   (11,478,530)     (445,116)   (6,062,312)
              ------------  -------------  ------------  ------------

Net increase    1,768,286   $ 23,441,792       936,902   $12,731,521 
              ============  =============  ============  ============
</TABLE>



6.     FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various  market  risks.   These financial instruments include written options,
forward  foreign  currency  exchange  contracts, and futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk in excess of the amounts
recognized for financial statement purposes.  No such investments were held by
the Fund on October 31, 1998.

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

16
<PAGE>

Independent Auditors' Report


TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF BLENDED ASSET SERIES II:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  investment  portfolio,  of Blended Asset Series II (one of the
series  constituting Exeter Fund, Inc., formerly Manninng & Napier Fund, Inc.)
as of October 31, 1998, the related  statements  of  operations  for  the year
then ended, the statement of changes  in  net  assets for the year ended October
31, 1998 and 1997, and the financial  highlights  for  each  of  the years in 
the three-year period ended October  31,  1998  and  the three-year period ended
December 31, 1995.  These financial  statements  and  financial highlights are 
the responsibility of the Fund's  management.  Our  responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1998 by
correspondence  with  the  custodian.  An  audit  also  includes assessing  the
accounting  principles  used and significant estimates made by management,  as
well  as  evaluating  the  overall  financial  statement presentation.  We
believe  that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in all material respects, the financial position of the Blended Asset
Series  II  at October 31, 1998, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

17
<PAGE>
<PAGE>

Exeter Fund, Inc.

Maximum Horizon Series

Annual Report
October 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The  U.S.  economy  has continued to slow over the past six months as domestic
corporate profits are estimated to be growing at the second slowest pace since
the  1990-91 recession, due to the continued financial problems in Asia and an
increase  in  domestic  wages.    Weak  demand  for  U.S.  exports  and global
deflationary  pressures  continued  to  limit  earnings  growth,  while  high
valuation  levels  for  large  capitalization  U.S.  stocks  contributed  to
disappointments  for  equity investors.  Meanwhile, the Pacific Rim crisis has
spread  across  one-third  of  the  world  Gross  Domestic Product, leaving no
country unaffected.

Even  the  U.S.  market  was  not  immune.  The worst of the volatility hit in
August,  by  the  end  of which the average stock listed on the New York Stock
Exchange  was  down  16.23%  for  the  year, while one out of every three NYSE
stocks  was  down  30%  or more.  Perhaps of most concern looking forward, the
spread  between  the  overvaluation of the narrow, large cap U.S. stock market
and  the  broader  stock  market  became  even wider.  As a result of the high
valuations  and potential for sustained weakness in U.S. stock prices, we have
positioned  the  portfolio's  stock allocation away from blue chips and toward
foreign  stocks  and  other  sectors that have already experienced significant
declines from their highs.

On  the  bond  side,  the  unsettled  condition of the world's stock market has
resulted  in  a "flight to quality," as interest rates fell.  The bond portion
of  the  portfolio  is  invested  in high quality, long-term bonds, and we are
beginning to realize gains in this area as opportunities arise.

Naturally,  the  difficult  stock  environment  influenced the Maximum Horizon
Series, resulting in a total return of - 5.99% over the last 12 months.  While
our  portfolio  has experienced some volatility as the crisis has unfolded, we
believe  that our current focus on stocks with lower valuations has positioned

 1
<PAGE>

the portfolio to benefit in the future.


Management Discussion and Analysis

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,



Exeter Asset Management

[graphic]
<pie chart>
Data for pie chart to follow:

<TABLE>

<CAPTION>



<S>                                 <C>
                                   
Asset Allocation -  As of 10/31/98

Stocks                                85%
Bonds                                  7%
Cash & equivalents and other
assets, less liabilities               8%
</TABLE>



 2
<PAGE>

Performance Update as of October 31, 1998


<TABLE>

<CAPTION>



<S>                                        <C>                  <C>             <C>
                                                         

Exeter Fund, Inc.  Maximum Horizon Series
                                                                 Total Return
Through                                     Growth of $10,000                    Average
10/31/98                                    Investment           Cumulative      Annual

One Year                                   $             9,401          -5.99%     -5.99%
Inception 2                                $            13,730          37.30%     11.13%
</TABLE>



<TABLE>

<CAPTION>



<S>                                             <C>                  <C>             <C>
                                                                
Standard & Poor's (S&P) 500 Total Return Index

                                                                      Total Return
Through                                          Growth of $10,000                    Average
10/31/98                                         Investment           Cumulative      Annual

One Year                                        $            12,199          21.99%     21.99%
Inception 2                                     $            19,996          99.96%     25.98%
</TABLE>



<TABLE>

<CAPTION>



<S>               <C>                  <C>             <C>
                            
Value Line Index

                                        Total Return
Through            Growth of $10,000                    Average
10/31/98           Investment           Cumulative      Annual

One Year          $             9,147          -8.53%     -8.53%
Inception 2       $            12,805          28.05%      8.58%
</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Maximum
Horizon Series from its inception (11/1/95)
to present (10/31/98) as compared to the
Standard & Poor's (S&P) 500 Total Return
Index and the Value Line Index.1


[graphic]
<line chart>

Data for line chart to follow:

<TABLE>

<CAPTION>



<S>       <C>                                           <C>                           <C>
                                                   
Date       Exeter Fund, Inc. -  Maximum Horizon Series   Standard & Poor's (S&P) 500   Value Line Index Total Return Index
          
11/01/95                                        10,000                        10,000                                10,000
04/30/96                                        10,753                        11,376                                11,154
10/31/96                                        11,521                        12,408                                11,198
04/30/97                                        12,589                        14,233                                11,780
10/31/97                                        14,604                        16,392                                13,998
04/30/98                                        16,365                        20,076                                15,708
10/31/98                                        13,730                        19,996                                12,805
</TABLE>



1 The Standard & Poor's (S&P) 500 Total Return Index is an unmanaged
capitalization-weighted measure of approximately 500 widely held common
stocks listed on the New York Stock Exchange, American Stock Exchange, and
Over-the-Counter market.  The Indices returns assume reinvestment of income
and,  unlike Fund returns, do not reflect any fees or expenses. The Value Line
Index  is  an  unmanaged  index that consists of approximately 1700 securities 
that  are  traded on the New York Stock Exchange, the NASDAQ Stock Market,  and
the  American  Stock Exchange.  The index returns are based on a geometric 
average of relative price changes of the component stocks and do not include
income, and unlike Fund returns, do not reflect any fees or expenses.

2 Performance numbers for Indices are calculated from November 1, 1995, the
Fund's inception date.  The Fund's performance is historical and may not be
indicative of future results.

3
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                            <C>      <C>
                                                  
                                                         VALUE
                                                SHARES     (NOTE 2)
                                               -------  -----------
COMMON STOCK - 84.50%

AGRICULTURAL PRODUCTION - 0..09%
Sylvan, Inc.*                                    1,325  $   17,722 
                                                        -----------

AMUSEMENT & RECREATIONAL SERVICES - 0.28%
Resorts World Bhd - ADR (Note 7)**              17,050      50,881 
                                                        -----------

APPAREL - 2.40%
Liz Claiborne, Inc.                             14,600     428,875 
Novel Denim Holdings Ltd.*                       1,300      19,825 
                                                        -----------
                                                           448,700 
                                                        -----------

BUSINESS SERVICES -  1.83%
National Data Corp.                             10,100     342,138 
                                                        -----------
 CHEMICAL & ALLIED PRODUCTS -  10.54%
 BIOLOGICAL PRODUCTS - 2.61%
 Cypress Bioscience, Inc.*                      3,300       9,694 
 Sigma-Aldrich Corp.                           15,500     479,048 
                                                        -----------
                                                           488,742 
                                                        -----------

PHARMACEUTICAL PREPARATIONS - 7.93%
Celltech plc* (United Kingdom) (Note 7)         99,525     624,992 
Orion-Yhtyma OY - B Shares (Finland) (Note 7)      700      16,834 
Pharmacia & Upjohn, Inc.                         9,625     509,523 
Teva Pharmaceutical Industries Ltd. -  ADR
(Note 7)                                         8,400     331,275 
                                                        -----------
                                                         1,482,624 
                                                        -----------
                                                         1,971,366 
                                                        -----------

COMMUNICATIONS - 0.06%
Granite Broadcasting Corp. *                     2,300      11,788 
                                                        -----------

COMPUTER EQUIPMENT - 7.40%
Bell & Howell Co.*                              29,125     771,812 
International Game Technology                   27,150     612,571 
                                                        -----------
                                                         1,384,383 
                                                        -----------

COMPUTER INTEGRATED SYSTEMS DESIGN - 3.29%
Apache Medical Systems, Inc.*                    4,600       5,462 
HBO & Co.                                       23,200     609,000 
                                                        -----------
                                                           614,462 
                                                        -----------
</TABLE>



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

4
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                            <C>      <C>
                                                 
                                                         VALUE
                                                SHARES  (NOTE 2)
                                               -------  -----------
CRUDE PETROLEUM & NATURAL GAS - 6.50%
Gulf Canada Resources Ltd. -  ADR (Note 7)     121,400  $  455,250 
Petroleo Brasileiro S.A. (Petrobras) -
   ADR (Note 7)                                 47,925     602,643 
YPF Sociedad Anonima -  ADR (Note 7)             5,425     156,986 
                                                        -----------
                                                         1,214,879 
                                                        -----------

DIAMONDS - 0.62%
De Beers Centenary AG -  ADR (Note 7)            8,045     115,647 
                                                        -----------

ELECTRONICS & ELECTRICAL EQUIPMENT -  10.57%
Gold Peak Industries Ltd. (Hong Kong)(Note 7)   51,000      13,662 
Motorola, Inc.                                  14,145     735,540 
Philips Electronics N.V.-ADR (Note 7)           11,200     614,600 
Scientific-Atlanta, Inc.                         1,300      19,419 
Texas Instruments, Inc.                          8,900     569,044 
The Carbide/Graphite Group, Inc. *               1,050      13,125 
Ultralife Batteries, Inc.*                       2,225      11,890 
                                                        -----------
                                                         1,977,280 
                                                        -----------

GLASS PRODUCTS - 2.46%
Corning, Inc.                                   12,400     450,275 
Libbey, Inc.                                       300       9,300 
                                                        -----------
                                                           459,575 
                                                        -----------

HEALTH SERVICES - 1.31%
MedPartners, Inc.*                              68,940     245,599 
                                                        -----------

HOTELS & LODGING PLACES - 1.47%
CDL Hotels International Ltd. - ADR (Note 7)   107,700     275,303 
                                                        -----------

INDUSTRIAL & COMMERCIAL MACHINERY - 0.24%
Comfort Systems USA, Inc.*                         975      18,525 
Lam Research Corp. *                               750      10,828 
NN Ball & Roller, Inc.                           2,375      16,031 
                                                        -----------
                                                            45,384 
                                                        -----------

JEWELRY - 0.13%
Jostens, Inc.                                    1,100      24,819 
                                                        -----------
</TABLE>



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

5
<PAGE>


Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                                    <C>      <C>
                                                          
                                                                 VALUE
                                                        SHARES     (NOTE 2)
                                                       -------  -----------
PAPER & ALLIED PRODUCTS - 10.13%
Aracruz Celulose S.A. -  ADR (Note 7)                   46,600  $  390,275 
Asia Pulp & Paper Co. Ltd. - ADR (Note 7)               41,200     342,475 
Fort James Corp.                                        13,200     532,125 
Kimberly-Clark Corp.                                    12,275     592,269 
Schweitzer-Mauduit International, Inc.                   1,075      19,552 
Stone Container Corp.                                    1,925      18,408 
                                                                -----------
                                                                 1,895,104 
                                                                -----------
PRINTING & PUBLISHING - 2.76%
Scholastic Corp.*                                          650      25,634 
South China Morning Post (Holdings) Ltd.-ADR (Note 7)  183,425     491,359 
                                                                -----------
                                                                   516,993 
                                                                -----------
REFUSE SYSTEMS - 0.08%
Newpark Resources, Inc. *                               1,625      15,336 
                                                                -----------

RESTAURANTS - 3.43%
McDonald's Corp.                                        9,585     640,997 
                                                                -----------

RETAIL SPECIALTY STORES - 0.68%
Hancock Fabrics, Inc.                                   10,000      86,875 
Talbots, Inc.                                            1,800      40,838 
                                                                -----------
                                                                   127,713 
SOFTWARE -  3.00%                                               -----------
Oracle Corp. *                                          19,000     561,688 
                                                                -----------

TECHNICAL INSTRUMENTS & SUPPLIES - 10.50%
MEASURING & CONTROLLING DEVICES - 5.80%
Millipore Corp.                                         26,350     648,867 
Teradyne, Inc.*                                         13,400     435,500 
                                                                -----------
                                                                 1,084,367 
                                                                -----------
OPTICAL SUPPLIES - 0.04%
Sola International, Inc.*                                  425       8,155 
                                                                -----------

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 4.61%
Eastman Kodak Co.                                       11,140     863,350 
                                                                -----------

SURGICAL & MEDICAL INSTRUMENTS - 0.05%
CardioGenesis Corp.*                                     1,675       8,584 
                                                                -----------
                                                                 1,964,456 
                                                                -----------
</TABLE>



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

6
<PAGE>


Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



                                                    <C>            <C>
<S>                                                 

                                                                      VALUE
                                                   SHARES/PRINCIPAL  (NOTE 2)
                                                    AMOUNT
                                                    --------------              
TELECOMMUNICATION SERVICES - 0.98%
Microcell Telecommunications, Inc. - ADR*(Note 7)            3,375  $    17,508 
Telecomunicacoes Brasileiras S.A.(Telebras) -
  ADR*(Note 7)                                               2,175      165,164 
                                                                    ------------
                                                                        182,672 
                                                                    ------------
TESTING LABORATORIES - 0.08%
Paradigm Geophysical Ltd. *                                  2,525       14,045 
                                                                    ------------

TEXTILE MILL PRODUCTS - 0.12%
Albany International Corp. -  Class A                        1,260       22,995 
                                                                    ------------

TRANSPORTATION - 3.55%
   RAILROAD - 3.45%
   Canadian National Railway Co. - ADR (Note 7)             12,275      619,120 
   Guangshen Railway Co., - Ltd. -  ADR (Note 7)             3,400       25,500 
                                                                    ------------
                                                                        644,620 
   WATER - 0.10%                                                    ------------
   Trico Marine Services, Inc.*                             2,600       18,525 
                                                                    ------------
                                                                        663,145 
                                                                    ------------

TOTAL COMMON STOCK
   (Identified Cost $18,376,149)                                     15,805,070 
                                                                    ------------

U.S. TREASURY SECURITIES - 6.71%
U.S. Treasury Note, 5.50%, 3/31/2003                $        5,000        5,233 
U.S. Treasury Bond, 6.875%,  8/15/2025                     210,000      254,822 
U.S. Treasury Bond, 6.50%, 11/15/2026                      855,000      994,739 
                                                                    ------------

TOTAL U.S. TREASURY SECURITIES
      (Identified Cost $1,157,911)                                    1,254,794 
                                                                    ------------

SHORT-TERM INVESTMENTS - 4.62%
Dreyfus Treasury Cash Management Fund
   (Identified Cost $864,245)                              864,245      864,245 
                                                                    ------------

TOTAL INVESTMENTS -  95.83%
   (Identified Cost $20,398,305)                                     17,924,109 
                                                                    ------------
</TABLE>


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

7
<PAGE>


Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>



<S>                                     <C>  
                                    
                                               VALUE
                                                  (NOTE 2)

OTHER ASSETS, LESS LIABILITIES - 4.17%        $   780,448 
                                              ------------
NET ASSETS -  100%                            $18,704,557 
                                              ============
</TABLE>



*Non-income producing security
**Security Priced by Advisor

<TABLE>

<CAPTION>



<S>                                                                                <C>
                                                                                            <C> 
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized depreciation based on identified cost for
 federal income tax purposes of $20,563,642 was as follows:

Aggregate gross unrealized appreciation for all investments in                     $    998,706 
which there was an excess of value over tax cost

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost over value                                     (3,638,239)
                                                                                   -------------

UNREALIZED DEPRECIATION - NET                                                       ($2,639,533)
                                                                                   =============

</TABLE>



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

8
<PAGE>


Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                                          <C>
                                                                   
OCTOBER 31, 1998

ASSETS:

Investments, at value (identified cost $20,398,305)(Note 2)  $17,924,109 
Cash                                                              53,874 
Receivable for securities sold                                   755,657 
Interest receivable                                               28,758 
Dividends receivable                                              25,438 
                                                             ------------

TOTAL ASSETS                                                  18,787,836 
                                                             ------------

LIABILITIES:

Accrued management fees (Note 3)                                  17,521 
Accrued Directors' fees (Note 3)                                   1,707 
Transfer agent fees payable (Note 3)                                 347 
Payable for fund shares repurchased                               51,416 
Audit fee payable                                                 10,238 
Other payables and accrued expenses                                2,050 
                                                             ------------

 TOTAL LIABILITIES                                                83,279 
                                                             ------------

NET ASSETS FOR 1,546,424 SHARES OUTSTANDING.                 $18,704,557 
                                                             ============

NET ASSETS CONSIST OF:

Capital stock                                                $    15,464 
Additional paid-in-capital                                    20,173,439 
Undistributed net investment income                              107,296 
Accumulated net realized gain on investments                     882,554 
Net unrealized depreciation on investments                    (2,474,196)
                                                             ------------

TOTAL NET ASSETS                                             $18,704,557 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($18,704,557/1,546,424 shares)                            $     12.10 
                                                             ============
</TABLE>



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

9
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                       <C>
                                                                 
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $6,964)         $   272,330 
Interest                                                      111,518 
                                                          ------------

Total Investment Income                                       383,848 
                                                          ------------

EXPENSES:

Management fees (Note 3)                                      156,797 
Directors' fees (Note 3)                                        7,696 
Transfer agent fees (Note 3)                                    3,763 
Audit fee                                                      13,499 
Registration and filing fees                                   10,000 
Custodian fee                                                   9,164 
Miscellaneous                                                   6,513 
                                                          ------------

Total Expenses                                                207,432 

Less Reduction of Expenses (Note 3)                           (19,276)
                                                          ------------

Net Expenses                                                  188,156 
                                                          ------------

NET INVESTMENT INCOME                                         195,692 
                                                          ------------

REALIZED AND UNREALIZED GAIN(LOSS) ON
  INVESTMENTS:

Net realized gain on investments (identified cost basis)      983,037 
 Net change in unrealized depreciation on investments      (2,448,394)
                                                          ------------

NET REALIZED AND UNREALIZED GAIN(LOSS)
    ON INVESTMENTS                                         (1,465,357)
                                                          ------------

NET DECREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                                       $(1,269,665)
                                                          ============
</TABLE>



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

10
<PAGE>

Statements of  Changes in Net Assets

<TABLE>

<CAPTION>



<S>                                                        <C>            <C>
                                                                   
                                                            For the        For the
                                                            Year Ended     Year Ended
                                                               10/31/98       10/31/97 
                                                           -------------  -------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                      $    195,692   $     52,531 
Net realized gain on investments                                983,037      1,008,486 
Net change in unrealized depreciation on investments
                                                             (2,448,394)       (64,888)
                                                           -------------  -------------
Net increase (decrease)  from operations
                                                             (1,269,665)       996,129 
                                                           -------------  -------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                     (141,415)       (26,434)
From net realized gain on investments                        (1,010,011)       (11,941)
                                                           -------------  -------------

Total distributions to shareholders                          (1,151,426)       (38,375)
                                                           -------------  -------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share
   transactions (Note 5)                                     11,273,954      7,319,949 
                                                           -------------  -------------

Net increase in net assets                                    8,852,863      8,277,703 
                                                          
NET ASSETS:

Beginning of period                                           9,851,694      1,573,991 
                                                           -------------  -------------

END OF PERIOD (Including undistributed net
Investment income of $107,296 and $29,439,  respectively)

                                                           $ 18,704,557   $  9,851,694 
                                                           =============  =============


</TABLE>



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

11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>



<S>                                                         <C>         <C>            <C>
                                                             
                                                             For the     For the        For the
                                                             Year        Year Ended      Year
                                                            Ended                      Ended

                                                             10/31/98       10/31/97    10/31/96 
                                                            ----------  -------------  ----------

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

NET ASSET VALUE - BEGINNING OF PERIOD                       $   14.24   $      11.38   $   10.00 
                                                            ----------  -------------  ----------

Income from investment operations:
   Net investment income*                                       0.134          0.101       0.155 
   Net realized and unrealized gain (loss) on investments      (0.935)         2.919       1.356 
                                                            ----------  -------------  ----------

Total from investment operations                               (0.801)         3.020       1.511 
                                                            ----------  -------------  ----------

Less distributions to shareholders:
  From net investment income                                   (0.123)        (0.082)     (0.131)
   From net realized gain on investments                       (1.216)        (0.078)         -- 
                                                            ----------  -------------  ----------

   Total distributions to shareholders                         (1.339)        (0.160)     (0.131)
                                                            ----------  -------------  ----------

NET ASSET VALUE - END OF PERIOD                             $   12.10   $      14.24   $   11.38 
                                                            ==========  =============  ==========

Total return 1                                                 (5.99%)         26.77%      15.21%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                    1.20%          1.20%       1.20%
    Net investment income*                                       1.25%          0.94%       1.71%

Portfolio turnover                                                 60%           115%         95%

NET ASSETS - END OF PERIOD (000's omitted)                  $  18,705   $      9,852   $   1,574 
                                                            ==========  =============  ==========

</TABLE>


* The investment advisor did not impose all or a portion of its management fee
and in some periods paid a portion of the Fund's expenses. If  these expenses
had been incurred by the Fund, and had 1996  expenses  been  limited to that 
allowed by state securities law, the net investment income per share and the
ratios would have been as follows:

<TABLE>

<CAPTION>



<S>                                                            <C>      <C>      <C>
                                                                 
Net investment income                                          $0.121   $0.063   $0.037 

Ratios (to average net assets):
   Expenses                                                      1.32%    1.55%    2.50%
   Net investment income                                         1.13%    0.59%    0.41%

1 Represents aggregate total return for the period indicated.

</TABLE>



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

12
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION
        Maximum Horizon Series (the "Fund") is a no-load diversified series of
  Exeter  Fund,  Inc.  (the "Corporation"), formerly known as Manning & Napier
  Fund, Inc.  The Corporation is organized in Maryland and is registered under
  the  Investment  Company  Act of 1940, as amended, as an open-end management
 investment company.

         The total authorized capital stock of the Corporation consists of one
  billion  shares  of  common  stock  each having a par value of $0.01.  As of
  October  31, 1998, 940 million shares have been designated in total among 19
  series,  of  which 75 million have been designated as Maximum Horizon Series
 Class A Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
  securities,  will  normally  be  valued on the basis of evaluated bid prices
 provided by the Fund's pricing service.

          Securities  for  which  representative  valuations or prices are not
  available  from  the  Fund's  pricing  service  are  valued at 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.

        Short-term investments that mature in sixty days or less are valued at
 amortized cost, which approximate market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

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

13
<PAGE>

Notes to Financial Statements

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)
     FEDERAL INCOME TAXES (continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions to shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  foreign  denominated  investments,
character  reclassification  between  net  income  and net gains, or other tax
adjustments.    As  a  result, net investment income (loss) and net investment
gain  (loss)  on  investment  transactions  for  a reporting period may differ
significantly  from  distributions  to  shareholders during such period.  As a
result,  the  Fund  may  periodically make reclassifications among its capital
accounts without impacting the Fund's net asset value.

     FOREIGN CURRENCY TRANSLATION
The  accounting  records  of the Fund are maintained in U.S. dollars.  Foreign
currency  amounts  are translated into U.S. dollars on the following basis: a)
investment  securities,  other  assets  and  liabilities are converted to U.S.
dollars  based  upon  current  exchange  rates;  and b) purchases and sales of
securities  and income and expenses are converted into U.S. dollars based upon
the  currency  exchange  rates  prevailing  on  the  respective  dates of such
transactions.

Gains  and losses attributable to foreign currency exchange rates are recorded
for  financial  statement  purposes  as  net  realized  gains  and  losses  on
investments.   The portion of both realized and unrealized gains and losses on
investments  that  result from fluctuations in foreign currency exchange rates
is not separately stated.

     MULTIPLE CLASSES OF SHARES OF COMMON STOCK

The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class  C,  Class  D, and Class E shares).  Currently, only Class A shares have
been  issued.    The  five  classes  of  shares  differ  in  their  respective
distribution  and  service fees.  All shareholders bear the common expenses of
the Fund pro rata based on the average daily net assets of each class, without
distinction between share classes.  Dividends are declared separately for each
class.    No  class has preferential dividend rights; differences in per share
dividend rates are generally due to differences in separate class expenses.

14
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)
     OTHER
The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect  the  reported amounts of assets and liabilities and
disclosure  of  contingent assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and expenses during the
reporting period.  Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES
The  Fund has an investment advisory agreement with Manning & Napier Advisors,
Inc.  (the  "Advisor"),  for  which  the Fund pays the Advisor a fee, computed
daily  and  payable  monthly,  at an annual rate of 1.0% of the Fund's average
daily net assets.  The fee amounted to $156,797 for the year ended October 31,
1998.

Under the Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the  Advisor  provide  the  Fund  with  advice and assistance in the choice of
investments  and  the  execution  of  securities  transactions,  and otherwise
maintain  the  Fund's  organization.   The Advisor also provides the Fund with
necessary office space and portfolio accounting and bookkeeping services.  The
salaries  of all officers of the Fund and of all Directors who are "affiliated
persons"  of  the  Fund or of the Advisor, and all personnel of the Fund or of
the  Advisor  performing  services  relating  to  research,  statistical  and
investment activities are paid by the Advisor.

The  Advisor  has  voluntarily  agreed to waive its fee and, if necessary, pay
other expenses of the Fund in order to maintain total expenses for the Fund at
no  more  than  1.20% of average daily net assets each year.  Accordingly, the
Advisor  waived  fees of $19,276 for the year ended October 31, 1998, which is
reflected  as a reduction of expenses on the Statement of Operations.  The fee
waiver  and  assumption  of  expenses  by  the Advisor is voluntary and may be
terminated at any time.

The  Advisor  also  acts  as  the  transfer,  dividend  paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate  of  0.024%;  this fee  amounted to $3,763 for the year ended October 31,
1998.

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

The  compensation  of the non-affiliated Directors totaled $7,696 for the year
ended October 31, 1998.

15
<PAGE>

Notes to Financial Statements

4.     PURCHASES AND SALES OF SECURITIES
For  the year ended October 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$15,919,937  and  $8,200,054,  respectively.    Purchases  and sales of United
States  Government  securities,  other  than  short-term  securities,  were
$1,695,816 and $610,049, respectively.



5.  CAPITAL STOCK TRANSACTIONS

         Transactions in shares of Maximum Horizon Series Class A Common Stock
were:

<TABLE>

<CAPTION>



<S>           <C>               <C>          <C>               <C>
                          
               For the Year                   For the Year
               Ended 10/31/98                 Ended 10/31/97
              ----------------               ----------------             

                   Shares        Amount           Shares        Amount
              ----------------  -----------  ----------------  -----------
 Sold               1,001,792   13,203,479           604,488   $8,008,694 
Reinvested             90,611    1,148,470             2,983       38,375 
 Repurchased         (237,720)  (3,077,995)          (54,012)    (727,120)
              ----------------  -----------  ----------------  -----------
Net increase          854,683   11,273,954           553,459   $7,319,949 
              ================  ===========  ================  ===========
</TABLE>



The  Advisor  owned  14,184  shares  on  October 31, 1998 and 12,820 shares on
October 31, 1997.

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course  of  its  investing  activities  to assist in managing
exposure to various market risks.  These financial instruments include written
options,  forward  foreign  currency exchange contracts, and futures contracts
and  may  involve,  to  a  varying  degree,  elements of risk in excess of the
amounts recognized for financial statement purposes.  No such investments were
held by the Fund on October 31, 1998.

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

16
<PAGE>

Independent Auditors' Report

To the Directors of Exeter Fund Inc.
 and Shareholders of Maximum Horizon Series:

We have audited the accompanying statement of assets and liabilities including
the  investment  portfolio,  of  Maximum  Horizon  Series  (one  of the series
constituting  Exeter  Fund,  Inc., formerly Manning & Napier Fund, Inc.) as of
October 31, 1998, the related statement of operations for the year then ended,
the  statements of changes in net assets for the years ended October 31, 1998,
and 1997, and the financial highlights for each of the years in the three-year
period  ended  October  31,  1998.  These  financial  statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned as of October 31, 1998
by  correspondence  with  the  custodian. An audit also includes assessing The
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material  respects,  the  financial  position of the Maximum
Horizon Series at October 31, 1998, the results of its operations, the changes
in  its  net  assets  and  its  financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
December 4, 1998

17
<PAGE>
<PAGE>


Exeter Fund, Inc.

Flexible Yield Series I

Annual Report
October 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

Fixed income management is primarily an economic exercise.  With the growth of
global  trade,  the  ability  of electronic commerce to connect geographically
diverse  regions,  and  the  development of highly efficient, fully integrated
financial  markets,  in  an  economic sense, the world has shrunk.  That means
fixed  income managers can no longer rely on a domestic economic perspective. 
They  must  think  globally,  since  global  factors  will  dictate  how their
portfolios perform.

With  that  in  mind,  this letter will discuss some of the global events that
have  affected  your  fixed  income  portfolios over the last few months.  The
proverbial  "watershed"  event  occurred  in  August  of this year when Russia
effectively defaulted on its internal debt and the rest of the world concluded
that  the Russian economy was about to implode.  That triggered a reassessment
of all emerging market debt and what followed was a general flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income market. 
However,  not  all sectors of the market benefited equally.  The vast majority
of  the  money  flowed into U.S. Treasuries, causing their yields to move down
much  faster  than  all  other fixed income sectors (i.e., agencies, corporate
bonds, mortgages, and asset-backed securities).

Longer-term  U.S.  Treasuries  performed the best at first.  Shorter-term U.S.
Treasury  securities  are  much  more  dependent on the actions of the Federal
Reserve,  and  the  Fed  did  not  cut short-term rates until the beginning of
October.    The Fed's focus was a touch different.  It was more concerned with
the growing credit crunch conditions that were associated with the problems in
Russia,  the  spread of the Asian contagion to Latin America, and the collapse
of a number of high-profile hedge funds.  The problems at the hedge funds were
due to over-leverage during a period when emerging market securities, and most
non-Treasury securities, were under duress.  The combination of these events
and  the  defaults  they  engendered  caused  banks  to reassess their lending
standards.    As a result, banks reigned in their standards, and made credit a
touch  more  difficult  to get.  That concerned the Fed, and it cut short-term
interest rates on two separate occasions.

By  the  end  of  October, interest rates were down more than 100 basis points
(1.00%)  for  the twelve months at all maturity levels, with three-quarters of
that  decline  coming  over the last six months.  Because lower interest rates
lead  to  higher  bond  prices, the performance of the Flexible Yield Series I
reflects  the  decline  in rates, and the Series posted a solid return for the
fiscal  year ending October 31.  Flexible Yield Series I had a total return of
7.57% over the last 12 months.  By comparison,

1
<PAGE>

Management Discussion and Analysis

the  Merrill  Lynch  Short-Term Government Index did a touch better at 7.70%. 
Although  the  Series benefited from a longer average maturity relative to the
benchmark and from an underweighting in bonds other than Treasuries, the index
returns  do  not  reflect any fees or expenses, and therefore the index return
was  slightly  higher  than the Series.  The Series continues to be positioned
slightly longer than its benchmark and underweighted in corporates, mortgages,
and other non-U.S. Treasury securities.

Even  domestically, global events have dictated how the financial markets have
performed.    As  some  investors  have learned, failure to account for global
forces can be expensive.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,


Exeter Asset Management

[graphic]
<pie chart>
Data for pie chart to follow:



Effective Maturity -  As of 10/31/98

Less than 1 Year -  17%
1-2 Years -  21%
2-3 Years -  3%
3-4 Years -  32%
More than 4 Years -  27%

2
<PAGE>
Performance Update as of October 31, 1998

Exeter Fund, Inc. - Flexible Yield Series I
<TABLE>
<CAPTION>
<S>          <C>                  <C>             <C>
                             
                                   Total Return
Through       Growth of $10,000                    Average
10/31/98      Investment           Cumulative      Annual
One Year     $            10,757           7.57%      7.57%
Inception 2  $            12,935          29.35%      5.61%
</TABLE>



<TABLE>

<CAPTION>



<S>                                           <C>                  <C>             <C>
                                                             
Merrill Lynch U.S. Treasury Short-Term Index

                                                                    Total Return
Through                                        Growth of $10,000                    Average
10/31/98                                       Investment           Cumulative      Annual

One Year                                      $            10,770           7.70%      7.70%
Inception 2                                   $            13,302          33.02%      6.24%
</TABLE>




The value of a $10,000 investment in the
Exeter Fund, Inc. - Flexible Yield
Series I from its inception (2/15/94) to
present (10/31/98) as compared to the Merrill
Lynch U.S. Treasury Short-Term Index.1


[graphic]
<line chart>

Data for line chart to follow:

<TABLE>

<CAPTION>



<S>            <C>                         <C>
                                              
               Exeter Fund, Inc. Flexible     Merril Lynch U.S. Treasury
 Date          Yield Series I                 Short-Term Index     
02/15/94               10,000                           10,000
12/31/94                9,924                           10,030
12/31/95               10,995                           11,133
10/31/96               11,441                           11,598
10/31/97               12,025                           12,350
10/31/98               12,935                           13,302
</TABLE>






1 The Merrill Lynch U.S. Treasury Short-Term Index is a market
value weighted measure of approximately 58 U.S. Treasury Securities.
The Index is comprised of U.S. Treasury securities with maturities
greater than one year but less than three years.  The Index returns assume
reinvestment of coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance are calculated from February 15, 1994, the
Fund's inception date.  The Fund's performance is historical and may not be
indicative of future results.

3
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>




<S>                                       <C>              <C>
                                                    
                                           PRINCIPAL        VALUE
                                           AMOUNT/SHARES      (NOTE 2)
U.S. TREASURY SECURITIES - 89.8%

U.S. TREASURY NOTES
U.S. Treasury Note, 6.50%, 4/30/1999      $        65,000  $   65,650 
U.S. Treasury Note, 6.00%, 6/30/1999               40,000      40,400 
U.S. Treasury Note, 5.625%, 12/31/1999             20,000      20,269 
U.S. Treasury Note, 6.875%, 3/31/2000              30,000      31,013 
U.S. Treasury Note, 6.75%, 4/30/2000               20,000      20,681 
U.S. Treasury Note, 5.375%, 6/30/2000              20,000      20,331 
U.S. Treasury Note, 5.875%, 6/30/2000              40,000      40,975 
U.S. Treasury Note, 4.50%, 9/30/2000              100,000     100,500 
U.S. Treasury Note, 6.25%, 4/30/2001               15,000      15,670 
U.S. Treasury Note, 5.625%, 5/15/2001              20,000      20,663 
U.S. Treasury Note, 6.625%, 6/30/2001              40,000      42,263 
U.S. Treasury Note, 6.25%, 10/31/2001             155,000     163,138 
U.S. Treasury Note, 6.25%, 1/31/2002               40,000      42,237 
U.S. Treasury Note, 6.25%, 6/30/2002               15,000      15,932 
U.S. Treasury Note, 6.00%, 7/31/2002               80,000      84,400 
U.S. Treasury Note, 5.625%, 12/31/2002             75,000      78,516 
U.S. Treasury Note, 5.50%, 3/31/2003               25,000      26,164 
U.S. Treasury Note, 5.375%, 6/30/2003             190,000     198,430 
                                                           -----------

TOTAL U.S. TREASURY SECURITIES
    (Identified Cost $1,013,219)                            1,027,232 
                                                           -----------

SHORT-TERM INVESTMENTS - 8.7%
U.S. Treasury Bill, 3/04/1999                      40,000      39,337 
U.S. Treasury Bill, 10/14/1999                     40,000      38,539 
Dreyfus Treasury Cash Management Fund              22,164      22,164 
                                                           -----------
TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $100,040)                                 100,040 
                                                           -----------

 TOTAL INVESTMENTS - 98.5%
   (Identified Cost $1,113,259)                             1,127,272 

OTHER ASSETS, LESS LIABILITIES - 1.5%                          16,597 
                                                           -----------

NET ASSETS - 100%                                          $1,143,869 
                                                           ===========
</TABLE>


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

4
<PAGE>

<TABLE>

<CAPTION>



<S>                                                                                <C>
                                                                                         
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized appreciation based on identified cost for
Federal income tax purposes of $1,113,975 was as follows:

Aggregate gross unrealized appreciation for all investments in which
There was an excess of value over tax cost                                         $  14,581 

Aggregate gross unrealized depreciation for all investments in which
There was an excess of tax cost over value                                            (1,284)
                                                                                   ----------

UNREALIZED APPRECIATION - NET                                                        $13,297 
                                                                                   ==========

</TABLE>




5
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                                         <C>
                                                                  
OCTOBER 31, 1998

ASSETS:

Investments, at value (identified cost $1,113,259)(Note 2)  $1,127,272
Interest receivable                                             19,621
Receivable from investment advisor (Note 3)                     20,248
                                                            ----------

 TOTAL ASSETS                                                1,167,141
                                                            ----------


LIABILITIES:

Accrued Directors' fees (Note 3)                                 6,774
Transfer agent fees payable (Note 3)                               141
Audit fee payable                                                8,725
Other payables and accrued expenses                              7,632
                                                            ----------

TOTAL LIABILITIES                                               23,272
                                                            ----------

NET ASSETS FOR 108,126 SHARES OUTSTANDING                   $1,143,869
                                                            ==========


NET ASSETS CONSIST OF:

Capital stock                                               $    1,081
Additional paid-in-capital                                   1,117,633
Undistributed net investment income                              8,180
Accumulated net realized gain on investments                     2,962
Net unrealized appreciation on investments                      14,013
                                                            ----------

TOTAL NET ASSETS                                            $1,143,869
                                                            ==========

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($1,143,869/108,126 shares)                                 $    10.58
                                                            ==========
</TABLE>



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

6
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                                        <C>
                                                                               
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Interest                                                                   $ 33,731 
                                                                           ---------


EXPENSES:

Management fees (Note 3)                                                      2,058 
Directors' fees (Note 3)                                                      7,694 
Transfer agent fees (Note 3)                                                    141 
Audit fee                                                                     9,250 
Registration and filing fees                                                  4,250 
Legal fees                                                                    1,850  
Custodian fee                                                                   490 
Miscellaneous                                                                   690 
                                                                           ---------

Total Expenses                                                               26,423 

Less Reduction of Expenses (Note 3)                                         (22,306)
                                                                           ---------

Net Expenses                                                                  4,117 
                                                                           ---------

NET INVESTMENT INCOME                                                        29,614 
                                                                           ---------


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)                      5,788 
 Net change in unrealized appreciation on investments                         6,173 
                                                                           ---------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                                            11,961 
                                                                           ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                         $ 41,575 
                                                                           =========
</TABLE>

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

7
<PAGE>


Statements of Changes in Net Assets

<TABLE>
<CAPTION>



<S>                                                                        <C>            <C>
                                                                                   
                                                                            For the        For the
                                                                            Year Ended     Year Ended
                                                                               10/31/98       10/31/97 
                                                                           -------------  -------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                                      $     29,614   $     33,077 
Net realized gain (loss) on investments                                           5,788         (2,250)
Net change in unrealized appreciation
   on investments                                                                 6,173          4,259 
                                                                           -------------  -------------

Net increase from operations                                                     41,575         35,086 
                                                                           -------------  -------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                                      (32,409)       (28,418)
From net realized gain on investments                                                --         (1,988)
                                                                           -------------  -------------

Total distributions to shareholders                                             (32,409)       (30,406)
                                                                           -------------  -------------

CAPITAL STOCK ISSUED AND
   REPURCHASED:

Net increase assets from
    capital share transactions (Note 5)                                         484,871        152,255 
                                                                           -------------  -------------

Net increase in net assets                                                      494,037        156,935 


NET ASSETS:

Beginning of period                                                             649,832        492,897 
                                                                           -------------  -------------
END OF PERIOD (including undistributed net
Investment income of $8,180, and $10,842
respectively)                                                              $  1,143,869   $    649,832 
                                                                           =============  =============

</TABLE>

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

8
<PAGE>

Financial Highlights

<TABLE>
<CAPTION>



<S>                                       <C>         <C>            <C>              <C>         <C>
                                                         
                                                                                                  For the
                                                                                                  Period
                                                                                      For the     2/15/94 
                                          For the     For the        For the Ten      Year        (commencement 
                                          Year Ended  Year Ended     Months Ended     Ended       of operations)
                                          10/31/98    10/31/97       10/31/96         12/31/95    to 12/31/94
                                          ----------  -------------  ---------------  ----------  --------------
Per share data (for a share outstanding
throughout each period):

NET ASSET VALUE -  BEGINNING  OF PERIOD   $   10.39   $      10.27   $        10.26   $    9.69   $       10.00 
                                          ----------  -------------  ---------------  ----------  --------------
Income from investment operations:
   Net investment income*                     0.468          0.505            0.411       0.464           0.241 
   Net realized and unrealized gain (loss)
      on investments                          0.289          0.099           (0.101)      0.566          (0.317)
                                          ----------  -------------  ---------------  ----------  --------------
Income from investment operations:
Total from investment operations              0.757          0.604            0.310       1.030          (0.076)
                                          ----------  -------------  ---------------  ----------  --------------
Income from investment operations:
Less distributions to shareholders:
   From net investment income                (0.567)        (0.456)          (0.300)     (0.460)         (0.234)
   From net realized gain on investments         --         (0.028)              --          --              -- 
                                          ----------  -------------  ---------------  ----------  --------------
Income from investment operations:
Total distributions to shareholders          (0.567)        (0.484)          (0.300)     (0.460)         (0.234)
                                          ----------  -------------  ---------------  ----------  --------------
Income from investment operations:
NET ASSET VALUE -  END OF PERIOD          $   10.58   $      10.39   $        10.27   $   10.26   $        9.69 
                                          ==========  =============  ===============  ==========  ==============
Income from investment operations:
Total return 1                                 7.57%          6.07%            3.11%      10.79%         (0.76)%
                                                                                                        
Ratios (to average net assets)
 /Supplemental Data:
    Expenses*                                  0.70%          0.70%          0.70%2        0.70%           0.70%
    Net investment income*                     5.04%          5.29%          5.25%2        4.99%           4.41%
                                           
Portfolio turnover                               53%            77%              36%         60%             38%

NET ASSETS - END OF PERIOD
 (000's omitted)                          $   1,144   $        650   $          493   $     256   $         231 
                                          ==========  =============  ===============  ==========  ==============
Income from investment operations:
</TABLE>


*  The investment advisor did not impose its management fee and paid a portion
of the Fund's expenses.    If  these  expenses  had been incurred by the Fund,
and had 1994, 1995, and 1996 expenses been  limited  to  that  allowed  by state
securities law, the net investment income per share and the ratios would have
been as follows:
<TABLE>

<CAPTION>



<S>                                                             <C>      <C>      <C>      <C>      <C>
                                                                  
Net investment income                                           $0.116   $0.206   $ 0.270  $0.297   $ 0.143

Ratios (to average net assets):
    Expenses                                                      4.49%    3.83%   2.50%2    2.50%   2.50%2
    Net investment income                                         1.25%    2.16%   3.45%2    3.19%   2.61%2

1 Represents aggregate total return for the period indicated.
2 Annualized.
</TABLE>



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

9
<PAGE>

Notes to Financial Statements

1.ORGANIZATION
  Flexible Yield Series I (the "Fund") is a no-load diversified series of
  Exeter Fund, Inc.  (the "Corporation"), formerly Manning & Napier Fund, Inc. 
  The  Corporation  is  organized  in  Maryland  and  is  registered under the
  Investment  Company  Act  of  1940,  as  amended,  as an open-end management
  investment company.

  The total authorized capital stock of the Corporation consists of one
  billion  shares  of  common  stock  each having a par value of $0.01.  As of
  October  31, 1998, 940 million shares have been designated in total among 19
  series, of which 37.5 million have been designated as Flexible Yield Series I
  Class A Common Stock.

2.SIGNIFICANT ACCOUNTING POLICIES
  SECURITY VALUATION
  Portfolio  securities listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
  listed on an exchange are valued at the latest quoted bid price.

  Debt  securities,  including  government  bonds  and mortgage backed
  securities,  will  normally  be  valued on the basis of evaluated bid prices
  provided by the Fund's pricing service.

  Securities  for  which  representative  valuations or prices are not
  available  from  the  Fund's  pricing  service  are  valued at 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.

  Short-term investments that mature in sixty days or less are valued at
  ammortized cost, which approximates market value.

  SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
  Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
  Interest income and expenses are recorded on an accrual basis.

  Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
  in the Corporation.

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

10
<PAGE>

Notes to Financial Statements

2.SIGNIFICANT ACCOUNTING POLICIES (continued)

  FEDERAL INCOME TAXES (continued)
  The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
  reporting purposes.

  DISTRIBUTIONS OF INCOME AND GAINS
  Distributions  to  shareholders  of  net  investment income are made
  quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
  may be necessary to avoid taxation of the Fund.

  The timing and characterization of certain income and capital gains are
  determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and  net gains, or other required tax adjustments.  As a result, net
  investment  income  (loss)  and  net  investment  gain  (loss) on investment
  transactions  for  a  reporting  period  may  differ  significantly  from
  distributions to shareholders during such period.  As a result, the Fund may
  periodically  make  reclassifications  among  its  capital  accounts without
  impacting the Fund's net asset value.

MULTIPLE CLASSES OF SHARES OF COMMON STOCK

  The Fund is authorized to issue five classes of shares (Class A, Class B,
  Class, C, Class D, and Class E shares).  Currently, only Class A shares have
  been  issued.    The  five  classes  of  shares  differ  in their respective
  distribution and service fees.  All shareholders bear the common expenses of
  the  Fund  pro  rata  based  on  the average daily net assets of each class,
  without distinction between share classes.  Dividends are declared separately
  for  each  class.  No class has preferential dividend rights; differences in
  per  share dividend rates are generally due to differences in separate class
  expenses.

OTHER

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

3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.35% of the Fund's
  average  daily  net  assets.   The fee amounted to $2,058 for the year ended
  October 31, 1998.
11
<PAGE>
Notes to Financial Statements

3.TRANSACTIONS WITH AFFILIATES(continued)

  Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
  statistical and investment activities are paid by the Advisor.

  The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.70%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting to $20,248 for the year ended October 31, 1998, which is reflected
  as  a  reduction of expenses on the Statement of Operations.  The fee waiver
  and assumption of expenses by the Advisor is voluntary and may be terminated
  at any time.

  The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of  0.024%;  this  fee amounted to $141 for the year ended October 31,
  1998.

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

  The compensation of the non-affiliated Directors totaled $7,694 for the
  year ended October 31, 1998.

4.PURCHASES AND SALES OF SECURITIES
  Purchases and sales of United States Government securities, other than
  short-term securities, were $749,225 and $333,115, respectively, for the year
  ended October 31, 1998.

12
<PAGE>

Notes to Financial Statements

5.CAPITAL STOCK TRANSACTIONS
  Transactions in shares of Flexible Yield Series I Class A Common Stock
  were:

<TABLE>

<CAPTION>



<S>           <C>              <C>           <C>              <C>  
               For the Year                  For the Year 
               Ended 10/31/1998              Ended 10/31/1997
               Shares          Amount        Shares           Amount
              --------         ------------  --------         ----------

Sold           139,912         $ 1,458,457    53,796          $ 552,351 
Reinvested       3,160              32,409     2,812             28,563 
Repurchased    (97,485)         (1,005,995)  (42,043)          (428,659)
              --------         ------------  --------         ----------
Net increase    45,587         $   484,871    14,565          $ 152,255 
              ========         ============  ========         ==========
</TABLE>



      The Advisor owned 12,971 shares on October 31, 1998 and 12,280 shares on
 October 31, 1997.

6.FINANCIAL INSTRUMENTS
  The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
  purposes.  No such investments were held by the Fund on October 31, 1998.

13
<PAGE>

Independent Auditors' Report

TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES I:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  investment  portfolio,  of Flexible Yield Series I (one of the
series  constituting Exeter Fund, Inc., formerly Manning & Napier Fund, Inc.) 
as of October 31, 1998, the related  statements  of  operations  for  the year 
then ended, the statement of changes  in  net  assets for the year ended October
31, 1998 and 1997, and the financial  highlights  for  each  of  the years in 
the three-year period ended October  31,  1998  and  the two-year period
ended December 31, 1995.  These financial  statements  and  financial highlights
are the responsibility of the Fund's  management.  Our  responsibility  is  to
express  an opinion on these financial statements and financial highlights based
on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1998 by
correspondence  with  the  custodian.  An  audit  also  includes
assessing  the  accounting  principles  used and significant estimates made by
management,  as  well  as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audits provide a reasonable basis for our
opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly, in all material respects, the financial position of the Flexible Yield
Series  I  at  October 31, 1998, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

14
<PAGE>
<PAGE>





Exeter Fund, Inc.

Flexible Yield Series II
Annual Report
October 31,1998

<PAGE>
Management Discussion and Analysis

Dear Shareholders:

Fixed    income management is primarily an economic exercise.  With the growth
of  global trade, the ability of electronic commerce to connect geographically
diverse  regions,  and  the  development of highly efficient, fully integrated
financial  markets,  in  an  economic sense, the world has shrunk.  That means
fixed  income managers can no longer rely on a domestic economic perspective. 
They  must  think  globally,  since  global  factors  will  dictate  how their
portfolios perform.

With  that  in  mind,  this letter will discuss some of the global events that
have  affected  your  fixed  income  portfolio  over the last few months.  The
proverbial  "watershed"  event  occurred  in  August  of this year when Russia
effectively defaulted on its internal debt and the rest of the world concluded
that  the Russian economy was about to implode.  That triggered a reassessment
of all emerging market debt and what followed was a general flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income market. 
However,  not  all sectors of the market benefited equally.  The vast majority
of  the  money  flowed into U.S. Treasuries, causing their yields to move down
much  faster  than  all  other fixed income sectors (i.e., agencies, corporate
bonds, mortgages, and asset backed securities).

Longer term  U.S.  Treasuries  performed the best.  Shorter_term U.S. Treasury
securities  are much more dependent on the actions of the Federal Reserve, and
the  Fed  did  not  cut  short term rates until the beginning of October.  The
Fed's  focus  was  a  touch different.  It was more concerned with the growing
credit crunch conditions that were associated with the problems in Russia, the
spread  of  the Asian contagion to Latin America, and the collapse of a number
of  high profile  hedge  funds.    The problems at the hedge funds were due to
over leverage  during  a  period  when  emerging  market  securities, and most
non Treasury  securities,  were under duress.  The combination of these events
and  the  defaults  they  engendered  caused  banks  to reassess their lending
standards.    As a result, banks reigned in their standards, and made credit a
touch  more  difficult  to get.  That concerned the Fed, and it cut short term
interest rates on two separate occasions.

By  the  end  of  October, interest rates were down more than 100 basis points
(1.00%)  for  the twelve months at all maturity levels, with three_quarters of
that  decline  coming  over the last six months.  Because lower interest rates
lead  to  higher  bond prices, the performance of the Flexible Yield Series II
reflects  the  decline in rates, and the Series posted a strong return for the
fiscal year ending October 31.  Flexible

1
<PAGE>

Management Discussion and Analysis

Yield  Series  II  had  a  total  return  of  9.78%  over  the last 12 months,
outperforming  its index, the Merrill Lynch Corporate/ Government Intermediate
Index,  which had a total return of 9.19%.  The solid return was a function of
relatively longer average maturities and durations compared to the benchmark. 
The  Series  also  benefited  from  an underweighting in the non U.S. Treasury
sectors;  those  sectors  struggled  over  the  last  few months.  The Series'
portfolio  continues  to  be positioned slightly longer than its benchmark and
underweighted  when it comes to corporate bonds, mortgages, and other non U.S.
Treasury securities.

Even  domestically, global events have dictated how the financial markets have
performed.    As  some  investors  have learned, failure to account for global
forces can be expensive.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,


EXETER ASSET MANAGEMENT

[Graphic]
<pie chart>
Data for pie chart to follow:
<TABLE>

<CAPTION>




<S>                                  <C>
                                
Effective Maturity - As of 10/31/98
- -----------------------------------      

Less than 1 year                       9%
   

1-2 years                             16%
2-3 years                             14%
3-5 years                             25%
5-7 years                             17%
More than 7 years                     19%
</TABLE>


2
<PAGE>

Performance Update as of October 31,1998

<TABLE>
<CAPTION>

<S>                  <C>                 <C>            <C>

                                           

 Exeter Fund, Inc.-Flexible Yield Series II
- -------------------------------------------                                             
                                       Total Return
                                      ---------------                                  
 Through         Growth of $10,000               Average
 10/31/98          Investment       Cumulative    Annual
 -----------     -----------------  ----------   ---------                                   

One Year        $           10,978          9.78%     9.78%
Inception 2     $           13,392         33.92%     6.39%
</TABLE>
                                                
<TABLE>
<CAPTION>
<S>            <C>                 <C>            <C>

                                                     

Merrill Lynch Corporate/Government Intermediate Index
- -----------------------------------------------------                                             

                                       Total Return
                                      ---------------                                  
 Through         Growth of $10,000               Average
 10/31/98          Investment       Cumulative    Annual
 -----------     -----------------  ----------   ---------  


One Year        $           10,919          9.19%     9.19%
Inception 2     $           13,715         37.15%     6.93%

</TABLE>


The value of a $10,000 investment in the
Exeter Fund, Inc. _ Flexible Yield
Series II from its inception (2/15/94) to
present (10/31/98) as compared to the Merrill
Lynch Corporate/Government Intermediate
Index. 1

[graphic]
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>

<S>             <C>                             <C>                                          
                Exeter Fund, Inc.               Merrill Lynch Corporate/Government 
Date            Flexible Yield Series II        Intermediate Index
- --------        ------                          ------
02/15/94        10,000                          10,000
12/31/94        9,531                           9,799
12/31/95        11,182                          11,301
10/31/96        11,336                          11,672
10/31/97        12,199                          12,560
10/31/98        13,392                          13,715

</TABLE>




1  The Merrill Lynch Corporate/Government Intermediate Index is a market value
weighted  measure  of  approximately 4,561 corporate and government bonds.    
The  Index is comprised of investment grade bonds with maturities greater than
one  year  but  less than ten years.  The Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or expenses.

2  The  Fund  and Index performance are calculated from February 15, 1994, the
Fund's  inception  date.   The Fund's performance is historical and may not be
indicative of future results.

3
<PAGE>


Investment Portfolio- October 31,1998

<TABLE>

<CAPTION>




<S>                                            <C>                 <C>
                                                
                                               PRINCIPAL AMOUNT/   VALUE
                                               SHARES               (NOTE 2)
                                               ------------------  ---------

U.S. TREASURY SECURITIES - 92.52 %
                    
U.S. TREASURY NOTES - 92.52%

   U.S. Treasury Note, 5.875%, 1/31/1999       $   35,000          $ 35,109 
   U.S. Treasury Note, 6.00%, 6/30/1999            20,000            20,200 
   U.S. Treasury Note, 5.50%, 3/31/2000            20,000            20,306 
   U.S. Treasury Note, 5.375%, 6/30/2000           25,000            25,414 
   U.S. Treasury Note, 6.125%, 9/30/2000           55,000            56,805 
   U.S. Treasury Note, 5.625%, 5/15/2001           55,000            56,822 
   U.S. Treasury Note, 7.875%, 8/15/2001           30,000            32,728 
   U.S. Treasury Note, 6.25%, 1/31/2002            50,000            52,797 
   U.S. Treasury Note, 6.25%, 6/30/2002            45,000            47,798 
   U.S. Treasury Note, 6.25%, 2/15/2003            40,000            42,900 
   U.S. Treasury Note, 5.375%, 6/30/2003           20,000            20,888 
   U.S. Treasury Note, 7.25%, 5/15/2004           100,000           113,500 
   U.S. Treasury Note, 6.50%, 10/15/2006           75,000            84,047 
   U.S. Treasury Note 5.625%, 5/15/2008            35,000            37,702 
                                               ------------------  ---------
TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $601,061)                                        647,016 
                                                                   ---------
SHORT-TERM INVESTMENTS - 6.39%
  Dreyfus Treasury Cash Management Fund
   (Identified Cost $44,719)                       44,719            44,719 
                                                                   ---------
TOTAL INVESTMENTS - 98.91%
   (Identified Cost $645,780)                                       691,735 
                                      
OTHER ASSETS, LESS LIABILITIES - 1.09%                                7,594 
                                                                   ---------
NET ASSETS - 100%                                                  $699,329 
                                                                   =========
</TABLE>
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized appreciation based on identified cost
for federal income tax purposes of $646,000 was as follows:
<TABLE>
<CAPTION>
<S>                                                                                                  <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                                     $ 45,735
                                                                                                        ---------           
Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                                            0
                                                                                                        ---------           
UNREALIZED APPRECIATION - NET                                                                           $ 45,735
                                                                                                        =========           
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>


Statement of Assets and Liabilities
<TABLE>
<CAPTION>

<S>                                                       <C>

OCTOBER 31,1998



ASSETS:

Investments, at value (identified cost $645,780)(Note 2)  $691,735
Cash                                                            40
Interest receivable                                         10,817
Receivable from investment advisor (Note 3)                 20,228
                                                          --------
TOTAL ASSETS                                               722,820
                                                          --------

LIABILITIES:

Accrued Directors' fees (Note 3)                             6,774
Transfer agent fees payable (Note 3)                           141
Audit fee payable                                            9,219
Other payables and accrued expenses                          7,357
                                                          --------
TOTAL LIABILITIES                                           23,491
                                                          --------
NET ASSETS FOR 66,606 SHARES OUTSTANDING                  $699,329
                                                          ========

NET ASSETS CONSIST OF:

Capital stock                                             $    666
Additional paid-in-capital                                 640,161
Undistributed net investment income                          7,807
Accumulated net realized gain on investments                 4,740
Net unrealized appreciation on investments                  45,955
                                                          --------
TOTAL NET ASSETS                                          $699,329
                                                          ========
NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($699,329/66,609 shares)                               $  10.50
                                                          ========
</TABLE>



The accompanying notes are an integral part of the financial statements.
5
<PAGE>

Statement of Operations
<TABLE>

<CAPTION>

<S>                                                       <C>

                                                         

FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:



Interest                                                  $ 35,263 
                                                          ---------

EXPENSES:

Management fees (Note 3)                                     2,639 
Directors' fees (Note 3)                                     7,696 
Transfer agent fees (Note 3)                                   141 
Audit fee                                                    9,750 
Registration and filing fees                                 4,249 
Legal Fees                                                   1,850 
Custodian fee                                                  551 
Miscellaneous                                                  684 
                                                          ---------
Total Expenses                                              27,560 
                                                        
Less Reduction of Expenses (Note 3)                        (22,867)
                                                          ---------
Net Expenses                                                 4,693 
                                                          ---------
NET INVESTMENT INCOME                                       30,570 
                                                          ---------

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     5,805 
Net change in unrealized appreciation on investments        18,765 
                                                          ---------
NET REALIZED AND UNREALIZED GAIN            
   ON INVESTMENTS                                           24,570 
                                                          ---------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 55,140 
                                                          =========
</TABLE>

The accompanying notes are an integral part of the financial statements.
6
<PAGE>

Statements of Changes in Net Assets

<TABLE>
<CAPTION>

<S>                                                     <C>           <C>

                                                        FOR THE       FOR THE
                                                        YEAR ENDED    YEAR ENDED
                                                        10/31/98      10/31/97 
                                                        ------------  ------------

INCREASE (DECREASE) IN NET ASSETS:
                       
OPERATIONS:

Net investment income                                        30,570        35,136 
Net realized gain on investments                              5,805         5,404 
Net change in unrealized appreciation
   on investments                                            18,765        11,090 
                                                        ------------  ------------
Net increase from operations                                 55,140        51,630 
                                                        ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                  (31,969)      (36,179)
From net realized gain on investments                        (4,875)         (382)
                                                        ------------  ------------
Total distributions to shareholders                         (36,844)      (36,561)
                                                        ------------  ------------


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital
   share transactions (Note 5)                              (37,191)      221,861 
                                                        ------------  ------------
Net increase(decrease) in net assets                        (18,895)      236,930 
                                                        ------------  ------------
NET ASSETS:

Beginning of period                                         718,224       481,294 
                                                        ------------  ------------
END OF PERIOD (including undistributed net investment
   income of $7,807 and $8,569, respectively)           $   699,329   $   718,224 
                                                        ============  ============
</TABLE>



The accompanying notes are an integral part of the financial statements.
<7>
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>

<S>                                                   <C>         <C>         <C>           <C>       
                                                                                                        
                                                      FOR THE     FOR THE     FOR THE       FOR THE  
                                                      ENDED       ENDED        ENDED        ENDED       
                                                      10/31/98    10/31/97      10/31/96    12/31/95    
                                                      ----------  ----------  ------------  ----------  

Per share data (for a share outstanding throughout

each period):



NET ASSET VALUE -
                                                                  
   BEGINNING  OF PERIOD                               $   10.23   $   10.10   $     10.30   $    9.27  
                                                      ----------  ----------  ------------  ---------- 

Income from investment operations:
   Net investment income*                                  0.575       0.523         0.445       0.561 
   Net realized and unrealized gain (loss)
      on investments                                      0.378       0.212        (0.315)      1.019  
                                                      ----------  ----------  ------------  ---------- 
Total from investment operations                          0.953       0.735         0.130       1.580  
                                                      ----------  ----------  ------------  ----------
Less distributions to shareholders:
   From net investment income                            (0.589)     (0.597)       (0.270)     (0.550) 
   From net realized gain on investments                 (0.094)     (0.008)       (0.060)          -  
                                                      ----------  ----------  ------------  ---------- 
Total distributions to shareholders                      (0.683)     (0.605)       (0.330)     (0.550) 
                                                      ----------  ----------  ------------  ---------- 
NET ASSET VALUE - END OF PERIOD                       $   10.50   $   10.23   $     10.10   $   10.30 
                                                      ==========  ==========  ============  ========== 
Total return 1                                             9.78%       7.61%         1.38%      17.33%
 
Ratios (to average net assets) / Supplemental Data:
    Expenses*                                              0.80%       0.80%       0.80%2        0.80% 
    Net investment income*                                 5.21%       5.46%       5.55%2        5.38%
    Portfolio turnover                                       31%         58%            5%         35% 
  
NET ASSETS - END OF PERIOD
   (000's omitted)                                    $     699   $     718   $       481   $     438  
                                                      ==========  ==========  ============  ========== 
</TABLE>

<TABLE>

<CAPTION>

<S>                                                  <C>
                                           
                                                     FOR THE PERIOD
                                                     2/15/94 (COMMENCEMENT
                                                     OF OPERATIONS) TO
                                                     12/31/94 
                                                     -------------------

Per share data (for a share outstanding throughout

each period):



NET ASSET VALUE -
                                                                  
   BEGINNING  OF PERIOD                              $            10.00 
                                                     -------------------

Income from investment operations:
   Net investment income*                                         0.269 
   Net realized and unrealized gain (loss)
      on investments                                             (0.738)
                                                     -------------------
Total from investment operations                                 (0.469)
                                                     -------------------
Less distributions to shareholders:
   From net investment income                                    (0.261)
   From net realized gain on investments                              - 
                                                     -------------------
Total distributions to shareholders                              (0.261)
                                                     -------------------
NET ASSET VALUE - END OF PERIOD                      $             9.27 
                                                     ===================
Total return 1                                                   (4.69%)
 
Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                     0.80%2 
    Net investment income*                                        5.40%2
    Portfolio turnover                                               0%
  
NET ASSETS - END OF PERIOD
   (000's omitted)                                   $              396 
                                                     ===================
</TABLE>



*  The investment advisor did not impose its management fee and paid a portion
of  the Fund's expenses.  If these expenses had been incurred by the Fund, and
had  1994, 1995, and 1996 expenses been limited  to that allowed by
state securities law, the net investment income per share and the ratios would
have been  as follows:

<TABLE>

<CAPTION>


<S>                                                            <C>      <C>      <C>      <C>      <C>

Net investment income                                          $0.145   $0.243   $ 0.309  $0.384   $ 0.184
Ratios (to average net assets):
   Expenses                                                      4.70%    3.72%   2.50%2    2.50%   2.50%2
   Net investment income                                         1.31%    2.54%   3.85%2    3.68%   3.70%2
                                                             

1 Represents aggregate total return for the period indicated.
2 Annualized.
           
</TABLE>



The accompanying notes are an integral part of the financial statements.
8
<PAGE>

Notes to Financial Statements



1.     ORGANIZATION
Flexible  Yield  Series  II  (the  "Fund")  is a no-load diversified series of
Exeter  Fund,  Inc.  (the  "Corporation"),  formerly known as Manning & Napier
Fund,  Inc.   The Corporation is organized in Maryland and is registered under
the  Investment  Company  Act  of  1940, as amended, as an open-end management
investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998  ,  940  million shares have been designated in total among 19 series, of
which  37.5  million  have been designated as Flexible Yield Series II Class A
Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
SECURITY VALUATION
Portfolio  securities  listed  on  an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Funds pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at fair value as determined in good
faith  by  the  Advisor  under procedures established by and under the general
supervision and responsibility of the Funds Board of Directors.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

FEDERAL INCOME TAXES
The  Fund's  policy  is  to comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies.  The Fund is not subject to
federal  income  or  excise  tax  to  the  extent  the  Fund  distributes  to
shareholders each year its taxable income, including any net realized gains on
investments,  in  accordance  with requirements of the Internal Revenue Code. 
Accordingly,  no  provision for federal income tax or excise tax has been made
in the financial statements.
9
<PAGE>

Notes to Financial Statements
2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

FEDERAL INCOME TAXES(continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

DISTRIBUTION OF INCOME AND GAINS
Distributions  to  shareholders  of  net investment income are made quarterly.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of certain losses, or character reclassification between
net income and net gains, or other required tax adjustments.  As a result, net
investment  income  (loss)  and  net  investment  gain  (loss)  on  investment
transactions  for  a  reporting  period  may  differ  significantly  from
distributions  to  shareholders during such period.  As a result, the Fund may
periodically  make  reclassifications  among  its  capital  accounts  without
impacting the Fund's net asset value.

MULTIPLE CLASSES OF SHARES OF COMMON STOCK
The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class  C,  Class  D,  and  Class E).  Currently, only Class A shares have been
issued.    The  five classes of shares differ in their respective distribution
and  service  fees.  All shareholders bear the common expenses of the Fund pro
rata  based on the average daily net assets of each class, without distinction
between  share classes.  Dividends are declared separately for each class.  No
class  has  preferential  dividend  rights;  differences in per share dividend
rates are generally due to differences in separate class expenses.

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

3.     TRANSACTIONS WITH AFFILIATES
The  Fund has an investment advisory agreement with Manning & Napier Advisors,
Inc.  (the Advisor), for which the Fund pays the Advisor a fee, computed daily
and  payable  monthly,  at an annual rate of 0.45% of the Fund's average daily
net assets.  The fee amounted to $2,639 for the year ended October 31, 1998.

10
<PAGE>

Notes to Financial Statements
3.  TRANSACTIONS WITH AFFILIATES (continued)

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel of   theAdvisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

The  Advisor  has  voluntarily  agreed to waive its fee and, if necessary, pay
other expenses of the Fund in order to maintain total expenses for the Fund at
no  more  than  0.80% of average daily net assets each year.  Accordingly, the
Advisor  did  not impose any of its fee and paid expenses amounting to $20,228
for  the  year  ended  October  31, 1998, which is reflected as a reduction of
expenses  on  the  Statement  of Operations.  The fee waiver and assumption of
expenses by the Advisor is voluntary and may be terminated at any time.

The  Advisor  also  acts  as  the  transfer,  dividend  paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate of 0.024%; this fee amounted to $141 for the year ended October 31, 1998.

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

The  compensation  of the non-affiliated Directors totaled $7,696 for the year
ended October 31, 1998.

4.     PURCHASES AND SALES OF SECURITIES
Purchases  and  sales  of  United  States  Government  securities,  other than
short-term  securities, were $176,836 and $235,253, respectively, for the year
ended October 31, 1998.
11
<PAGE>

Notes to Financial Statements

5.     CAPITAL STOCK TRANSACTIONS




Transactions in shares of Flexible Yield Series II Class A Common Stock were:
<TABLE>

<CAPTION>
<S>                       <C>              <C>         <C>              <C>                 

                          For the Year                 For the Year
                          Ended 10/31/98               Ended 10/31/97
                          ---------------              ---------------
                                                                                 
                            Shares           Amount      Shares           Amount
                          ---------------  ----------  ---------------  -----------
Sold                             21,299   $ 218,417           46,530     $ 461,689
Reinvested                        3,668      36,844            3,696        36,561
Repurchased                     (28,563)   (292,452)         (27,676)     (276,389)
                          ---------------  ----------  ---------------  -----------
Net increase(decrease)           (3,596)   ($37,191)          22,550     $ 221,861
                          ===============  ==========  ===============  ===========

</TABLE>



The  Advisor  owned  15,723  shares  on  October 31, 1998 and 14,700 shares on
    October 31, 1997.

6.     FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various market risks.  These financial instruments include written options and
futures  contracts  and  may involve, to a varying degree, elements of risk in
excess  of  the  amounts recognized for financial statement purposes.  No such
investments were held by the Fund on October 31, 1998.


12
<PAGE>

Independent Auditors' Report


TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES II:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  investment  portfolio, of Flexible Yield Series II (one of the
series  constituting  Exeter Fund, Inc., formerly Manning & Napier Fund, Inc.)
as of October 31, 1998, the related  statement  of  operations  for  the year
then ended, the statement of changes  in  net  assets for the year ended October
31, 1998 and 1997, and the financial  highlights  for  each  of  the years in 
the three-year period ended October  31,  1998  and  the two-year period ended 
December 31, 1995.  These financial  statements  and  financial highlights are
the responsibility of the Fund's  management.  Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1998 by
correspondence  with  the  custodian.  An  audit  also  includes assessing  the
accounting  principles  used and significant estimates made by management,  as  
well  as  evaluating  the  overall  financial  statement presentation.  We
believe  that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly, in all material respects, the financial position of the Flexible Yield
Series  II  at October 31, 1998, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

13
<PAGE>
<PAGE>


Exeter Fund, Inc.

Flexible Yield Series III

Annual Report
October 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

Fixed income management is primarily an economic exercise.  With the growth of
global  trade,  the  ability  of electronic commerce to connect geographically
diverse  regions,  and  the  development of highly efficient, fully integrated
financial  markets,  in  an  economic sense, the world has shrunk.  That means
fixed  income managers can no longer rely on a domestic economic perspective. 
They  must  think  globally,  since  global  factors  will  dictate  how their
portfolios perform.

With  that  in  mind,  this letter will discuss some of the global events that
have  affected  your  fixed  income  portfolio  over the last few months.  The
proverbial  "watershed"  event  occurred  in  August  of this year when Russia
effectively defaulted on its internal debt and the rest of the world concluded
that  the Russian economy was about to implode.  That triggered a reassessment
of all emerging market debt and what followed was a general flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income market. 
However,  not  all sectors of the market benefited equally.  The vast majority
of  the  money  flowed into U.S. Treasuries, causing their yields to move down
much  faster  than  all  other fixed income sectors (i.e., agencies, corporate
bonds, mortgages, and asset-backed securities).

Longer-term  U.S.  Treasuries  performed the best at first.  Shorter-term U.S.
Treasury  securities  are  much  more  dependent on the actions of the Federal
Reserve,  and  the  Fed  did  not  cut short-term rates until the beginning of
October.    The Fed's focus was a touch different.  It was more concerned with
the growing credit crunch conditions that were associated with the problems in
Russia,  the  spread of the Asian contagion to Latin America, and the collapse
of a number of high-profile hedge funds.  The problems at the hedge funds were
due to over-leverage during a period when emerging market securities, and most
non-Treasury  securities,  were under duress.  The combination of these events
and  the  defaults  they  engendered  caused  banks  to reassess their lending
standards.    As a result, banks reigned in their standards, and made credit a
touch  more  difficult  to get.  That concerned the Fed, and it cut short-term
interest rates on two separate occasions.

By  the  end  of  October, interest rates were down more than 100 basis points
(1.00%)  for  the  year  at  all  maturity levels, with three-quarters of that
decline coming over the last six months.  Because lower interest rates lead to
higher  bond prices, the performance of the Flexible Yield Series III reflects
the  decline  in  rates,  and the Series posted a strong return for the fiscal
year  ending  October 31.  The Flexible Yield Series III had a total return of
12.15% over the last 12 months, outperforming

1
<PAGE>

Management Discussion and Analysis

its  index,  the  Merrill  Lynch  Corporate/Government Bond index, which had a
total return of 10.33%, by a sizable margin.  The strong return was a function
of relatively longer average maturities and durations than the benchmark.  The
Series also benefited from an underweighting in the non-U.S. Treasury sectors;
those  sectors  struggled  over  the  last  few months.  The Series' portfolio
continues  to  be positioned in bonds with slightly longer maturities than its
benchmark  and underweighted when it comes to corporates, mortgages, and other
non-U.S. Treasury securities.

Even  domestically, global events have dictated how the financial markets have
performed.    As  some  investors  have learned, failure to account for global
forces can be expensive.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,


Exeter Asset Management

[graphic]
<pie chart>
Data for pie chart to follow:

Effective Maturity -  As of 10/31/98

Less Than 1 year -  6%
1-2 Years -  11%
2-3 Years -  16%
3-5 Years -  15%
5-7 Years -  16%
7-10 Years -  17%
More than 10 Years -  19%

[graphic]
<pie chart>
Data for pie chart to follow:

Portfolio Composition -  As of 10/31/98

U.S. Treasury Securities -  82%
Mortgage Backed Securities -  7%
Cash, equivalents, and other assets, less liabilities -  11%

2
<PAGE>

Performance Update as of October 31, 1998

<TABLE>

<CAPTION>



<S>                                            <C>                  <C>             <C> 

Exeter Fund, Inc. -  Flexible Yield Series III

                                                                    Total Return
Through                                        Growth of $10,000                    Average
10/31/98                                       Investment           Cumulative      Annual
                                               -------------------  -------------   -------
One Year                                       $            11,215       12.15%      12.15%
Inception2                                     $            14,066       40.66%       7.26%

</TABLE>


<TABLE>

<CAPTION>


Merrill Lynch Corporate/Government Bond Index
<S>             <C>                  <C>             <C>                       



                                     Total Return
Through         Growth of $10,000                    Average
10/31/98        Investment           Cumulative      Annual                   
                -------------------  -------------   -------
One Year        $            11,033       10.33%      10.33%
Inception2      $            14,158       41.58%       7.40%

</TABLE>

The  value  of a $10,000 Investment in the Exeter Fund, Inc. -  Flexible Yield
Series  III from its inception (12/20/93) to present (10/31/98) as compared to
the Merrill Lynch Corporate/Government Bond Index.1

[graphic]
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>



<S>          <C>                                              <C>

 Date        Exeter Fund, Inc. -  Flexible Yield Series III   Merrill Lynch Corporate/Government Bond Index
- -----------  -----------------------------------------------  ----------------------------------------------
 12/20/93                                           10,000                                          10,000
 12/31/93                                            9,960                                          10,013
 12/31/94                                            9,380                                           9,686
 12/31/95                                           11,451                                          11,532
 12/31/96                                           11,431                                          11,778
 12/31/97                                           12,542                                          12,832
 12/31/98                                           14,066                                          14,158

</TABLE>

  1  The  Merrill  Lynch  Corporate/Government  Bond  Index  is a market value
weighted  measure  of approximately 6,378 corporate and government bonds.  The
Index is comprised of investment grade securities with maturities greater than
one  year.   The Index returns assume reinvestment of coupons and, unlike Fund
returns, do not reflect any fees or expenses.

2  The  Fund  and  Index  performance are calculated from December 20, 1993, the
Fund's  inception  date.   The Fund's performance and may not be indicative of
future results.

3
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>

<S>                                          <C>          <C>
                                                   
                                              PRINCIPAL    VALUE
                                              AMOUNT         (NOTE 2)
U.S. TREASURY SECURITIES - 81.58%

    U.S. TREASURY BONDS - 18.60%
    U.S. Treasury Bond, 5.625%, 2/15/2006    $    70,000  $   74,856 
    U.S. Treasury Bond, 7.25%, 8/15/2022          50,000      62,344 
    U.S. Treasury Bond, 6.875%, 8/15/2025        155,000     188,083 
                                                          -----------

    TOTAL U.S. TREASURY BONDS
    (Identified Cost $262,649)                               325,283 
                                                          -----------

    U.S. TREASURY NOTES - 62.98%
    U.S. Treasury Note, 5.125%, 11/30/1998        35,000      35,011 
    U.S. Treasury Note, 6.00%, 6/30/1999          35,000      35,350 
    U.S. Treasury Note, 6.375%, 7/15/1999         15,000      15,192 
    U.S. Treasury Note, 7.75%, 11/30/1999         20,000      20,688 
    U.S. Treasury Note, 5.50%, 3/31/2000          40,000      40,613 
    U.S. Treasury Note, 6.25%, 8/31/2000          30,000      31,003 
    U.S. Treasury Note, 4.50%, 9/30/2000          75,000      75,375 
    U.S. Treasury Note, 5.375%, 2/15/2001         90,000      92,025 
    U.S. Treasury Note, 5.625%, 5/15/2001         40,000      41,325 
    U.S. Treasury Note, 6.625%, 7/31/2001         40,000      42,338 
    U.S. Treasury Note, 6.25%, 6/30/2002          50,000      53,109 
    U.S. Treasury Note, 6.375%, 8/15/2002        100,000     106,812 
    U.S. Treasury Note, 5.625%, 12/31/2002        75,000      78,516 
    U.S. Treasury Note, 5.875%, 2/15/2004        170,000     181,900 
    U.S. Treasury Note, 6.50%, 8/15/2005          55,000      61,359 
    U.S. Treasury Note, 6.50%, 10/15/2006         60,000      67,237 
    U.S. Treasury Note, 6.25%, 2/15/2007          50,000      55,406 
    U.S. Treasury Note, 6.625%, 5/15/2007         60,000      68,044 
                                                          -----------

    TOTAL U.S. TREASURY NOTES
    (Identified Cost $1,029,943)                           1,101,303 
                                                          -----------

TOTAL U.S. TREASURY SECURITIES
    (Identified Cost $1,292,592)                           1,426,586 
                                                          -----------
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>

Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>

<S>                                                            <C>           <C>
                                                               Principal        Value
                                                               Amount/Shares   (Note 2)
                                                                                         
U.S. GOVERNMENT AGENCIES - 6.89%
    MORTGAGE BACKED SECURITIES - 2.62%
    GNMA, Pool #224199, 9.50%, 7/15/2018                       $  5,944      $    6,413
    GNMA, Pool #299164, 9.00%, 12/15/2020                         9,425          10,038
    GNMA, Pool #376345, 6.50%, 12/15/2023                        29,126          29,446
                                                                             ----------

    TOTAL MORTGAGE BACKED SECURITIES
     (Identified Cost $41,425)                                                   45,897
                                                                             ----------

    OTHER AGENCIES - 4.27%
    Federal National Mortgage Association Medium
    Term Note, 4.625%, 10/15/2001                                75,000          74,660
                                                                             ----------
    (Identified Cost $75,234)

TOTAL U.S. GOVERNMENT AGENCIES
    (Identified Cost $116,658)                                                  120,557
                                                                             ----------

SHORT-TERM INVESTMENTS - 4.25%
   Dreyfus Treasury Cash Management Fund
   (Identified Cost $74,256)                                     74,256          74,256
                                                                             ----------

TOTAL INVESTMENTS - 92.72%
   (Identified Cost $1,483,506)                                               1,621,399

OTHER ASSETS, LESS LIABILITIES - 7.28%                                          127,272
                                                                             ----------
                                              
NET ASSETS - 100%                                                            $1,748,671
                                                                             ==========

</TABLE>

<TABLE>

<CAPTION>

<S>                                                                                  <C>
FEDERAL TAX INFORMATION:
                                                                                     
At October 31, 1998, the net unrealized appreciation based on identified cost for
federal income tax purposes of $1,483,506 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                  $138,829 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                      (936)
                                                                                     ---------            

UNREALIZED APPRECIATION - NET                                                        $137,893 
                                                                                     =========            
</TABLE>



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

5
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                                         <C>
                                                                  
OCTOBER 31, 1998

ASSETS:

Investments, at value (identified cost $1,483,506)(Note 2)  $1,621,399
Cash                                                           116,974
Interest receivable                                             19,575
Receivable from investment advisor (Note 3)                     14,494
                                                            ----------

TOTAL ASSETS                                                1,772,442
                                                            ----------
LIABILITIES:

Accrued Directors' fees (Note 3)                                 6,772
Transfer agent fees payable (Note 3)                               347
Audit fee payable                                                9,250
Other payables and accrued expenses                              7,402
                                                            ----------

TOTAL LIABILITIES                                               23,771
                                                            ----------

NET ASSETS FOR 158,052 SHARES OUTSTANDING                   $1,748,671
                                                            ==========

NET ASSETS CONSIST OF:

Capital stock                                               $    1,581
Additional paid-in-capital                                   1,552,433
Undistributed net investment income                             16,515
Accumulated net realized gain on investments                    40,249
Net unrealized appreciation on investments                     137,893
                                                            ----------

TOTAL NET ASSETS                                            $1,748,671
                                                            ==========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($1,748,671/158,052 shares)                              $    11.06
                                                            ==========

</TABLE>



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

6
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                       <C>
                                                             
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Interest                                                  $ 88,119 
                                                          ---------

EXPENSES:

Management fees (Note 3)                                     7,221 
Directors' fees (Note 3)                                     7,694 
Transfer agent fees (Note 3)                                   347 
Audit fee                                                    9,850 
Registration and filing fees                                 4,250 
Custodian fee                                                2,000 
Legal fee                                                    1,850 
Miscellaneous                                                  778 
                                                          ---------

Total Expenses                                              33,990 

Less Reduction of Expenses (Note 3)                        (21,715)
                                                          ---------

Net Expenses                                                12,275 
                                                          ---------

NET INVESTMENT INCOME                                       75,844 
                                                          ---------


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)    41,155 
Net change in unrealized appreciation on investments        51,301 
                                                          ---------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                           92,456 
                                                          ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $168,300 
                                                          =========
</TABLE>



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

7
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>



<S>                                                         <C>            <C>
                                                                   
                                                             For the        For the
                                                             Year Ended     Year Ended
                                                                10/31/98       10/31/97 
                                                            -------------  -------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                             75,844   $     72,788 
Net realized gain on investments                                  41,155          1,966 
Net change in unrealized appreciation on investments              51,301         48,709 
                                                            -------------  -------------

Net increase from operations                                     168,300        123,463 
                                                            -------------  -------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                       (77,682)       (73,237)
From net realized gain on investments                               (763)        (4,865)
                                                            -------------  -------------

Total distributions to shareholders                              (78,445)       (78,102)
                                                            -------------  -------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase in net assets from capital
   share transactions (Note 5)                                   313,535        202,056 
                                                            -------------  -------------

Net increase                                                     403,390        247,417 

NET ASSETS:

Beginning of period                                            1,345,281      1,097,864 
                                                            -------------  -------------

END OF PERIOD (including undistributed net
   investment income of $16,515 and $17,515, respectively)  $  1,748,671   $  1,345,281 
                                                            =============  =============
</TABLE>



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

8
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>



<S>                                                 <C>         <C>         <C>            <C>         <C>
                                                  

                                                     For the     For the     For the        For the     For the
                                                     Year        Year        Ten Months     Year        Year
                                                     Ended       Ended        Ended         Ended       Ended
                                                     10/31/98    10/31/97       10/31/96    12/31/95    12/31/94 
                                                    ----------  ----------  -------------  ----------  ----------
Per share data (for a share outstanding
 Throughout each period):
NET ASSET VALUE -  BEGINNING OF PERIOD              $   10.41   $   10.13   $      10.51   $    9.11   $    9.95 
                                                    ----------  ----------  -------------  ----------  ----------

Income from investment operations:
   Net investment income*                               0.531       0.580          0.497       0.582       0.262 
   Net realized and unrealized gain (loss)
      on investments                                    0.692       0.355         (0.532)      1.393      (0.841)
                                                    ----------  ----------  -------------  ----------  ----------
Total from investment operations                        1.223       0.935         (0.035)      1.975      (0.579)
                                                    ----------  ----------  -------------  ----------  ----------

Less distributions to shareholders:
    From net investment income                         (0.567)     (0.610)        (0.345)     (0.575)     (0.261)
   From net realized gain on investments               (0.006)     (0.045)            --          --          -- 
                                                    ----------  ----------  -------------  ----------  ----------

Total distributions to shareholders                    (0.573)     (0.655)        (0.345)     (0.575)     (0.261)
                                                    ----------  ----------  -------------  ----------  ----------

NET ASSET VALUE - END OF PERIOD                     $   11.06   $   10.41   $      10.13   $   10.51   $    9.11 
                                                    ==========  ==========  =============  ==========  ==========

Total return 1                                          12.15%       9.73%        (0.18%)      22.09%     (5.83%)
Ratios (to average net assets)/Supplemental Data:
Expenses*                                                0.85%       0.85%        0.85%2        0.85%       0.85%
Net investment income*                                   5.25%       5.82%        5.98%2        6.13%       6.22%

Portfolio turnover                                         20%         51%             5%          6%          1%

NET ASSETS - END OF PERIOD (000's omitted)          $   1,749   $   1,345   $      1,098   $   1,159   $     748 
                                                    ==========  ==========  =============  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>

<S>                                                 <C>
                                                           
                                                     For the Period
                                                            12/20/93 
                                                       (commencement 
                                                     of operations)
                                                     TO 12/31/93
                                                    -----------------
Per share data (for a share outstanding
Throughout each period):
NET ASSET VALUE -  BEGINNING OF PERIOD              $          10.00 
                                                    -----------------

Income from investment operations:
   Net investment income*                                      0.010 
   Net realized and unrealized gain (loss)
      on investments                                          (0.050)
                                                    -----------------
Total from investment operations                              (0.040)
                                                    -----------------

Less distributions to shareholders:
    From net investment income                                (0.010)
   From net realized gain on investments                          -- 
                                                    -----------------

Total distributions to shareholders                           (0.010)
                                                    -----------------

NET ASSET VALUE - END OF PERIOD                     $           9.95 
                                                    =================

Total return 1                                                (0.40%)
Ratios (to average net assets)/Supplemental Data:
Expenses*                                                     0.85%2 
Net investment income*                                        3.85%2 

Portfolio turnover                                                 0%

NET ASSETS - END OF PERIOD (000's omitted)          $             75 
                                                    =================
</TABLE>


*  The investment advisor did not impose its management fee and paid a portion
of  the  Fund's  expenses. If these expenseshad been incurred by the Fund, and
had  1993,  1994  and  1996  expenses  been  limited  to that allowed by state
securities  law, the net investment income per share and the ratios would have
been as follows:

<TABLE>

<CAPTION>



<S>                                       <C>      <C>      <C>      <C>      <C>      <C>
                                                                  
Net investment income                     $0.379   $0.437   $ 0.360  $0.429   $0.192   $ 0.010
Ratios(to average net assets):
   Expenses                                 2.35%    2.28%   2.50%2    2.46%    2.50%   2.50%2
   Net investment income                    3.75%    4.39%   4.33%2    4.52%    4.57%   2.20%2

</TABLE>

1 Represents aggregate total return for the period indicated.
2 Annualized.


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

9
<PAGE>

Notes to financial Statements

1. ORGANIZATION
Flexible  Yield  Series  III  (the  "Fund") is a no-load diversified series of
Exeter  Fund,  Inc.  (the  "Corporation"),  formerly known as Manning & Napier
Fund,  Inc.   The Corporation is organized in Maryland and is registered under
the  Investment  Company  Act  of  1940, as amended, as an open-end management
investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million have been designated as Flexible Yield Series III Class A
Common Stock.

2.   SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
Portfolio  securities  listed  on  an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Fund's pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at 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.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

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

10
<PAGE>

Notes to Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES  (continued)
     FEDERAL INCOME TAXES (continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions  to  shareholders  of  net investment income are made quarterly.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral of certain losses, character reclassification between net
income  and  net gains, or other tax adjustments.  As a result, net investment
income  (loss) and net investment gain (loss) on investment transactions for a
reporting  period  may differ significantly from distributions to shareholders
during  such  period.    As  a  result,  the  Fund  may  periodically  make
reclassifications  among its capital accounts without impacting the Fund's net
asset value.

     MULTIPLE CLASSES OF SHARES OF COMMON STOCK
     The Fund is authorized to issue five classes of shares (Class A, Class B,
Class  C,  Class  D,  and  Class E).  Currently, only Class A shares have been
issued.    The  five classes of shares differ in their respective distribution
and  service  fees.  All shareholders bear the common expenses of the Fund pro
rata  based on the average daily net assets of each class, without distinction
between  share classes.  Dividends are declared separately for each class.  No
class  has  preferential  dividend  rights;  differences in per share dividend
rates are generally due to differences in separate class expenses.

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

3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and payable monthly, at an annual rate of 0.50% of the Fund's
average  daily  net  assets.    The  fee amounted to $7,221 for the year ended
October 31, 1998.

11
<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (continued)
          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
personnel  of  the  Advisor provide the Fund with advice and assistance in the
choice  of  investments  and  the  execution  of  securities transactions, and
otherwise  maintain  the  Fund's  organization.  The Advisor also provides the
Fund  with  necessary  office  space  and portfolio accounting and bookkeeping
services.    The salaries of all officers of the Fund and of all Directors who
are  "affiliated  persons" of the Fund or of the Advisor, and all personnel of
the  Fund  or  of  the  Advisor  performing  services  relating  to  research,
statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay  other  expenses  of  the Fund in order to maintain total expenses for the
Fund  at  no  more  than  0.85%  of  average  daily  net  assets  each  year. 
Accordingly,  the  Advisor  did  not  impose  any of its fee and paid expenses
amounting  to  $14,494 for the year ended October 31, 1998, which is reflected
as a reduction of expenses on the Statement of Operations.  The fee waiver and
assumption  of  expenses  by the Advisor is voluntary and may be terminated at
any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate of 0.024%; this fee amounted to $347 for the year ended October 31, 1998.

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

       The compensation of the non-affiliated Directors totaled $7,694 for the
year ended October 31, 1998.

4.     PURCHASES AND SALES OF SECURITIES
Purchases  and  sales  of  United  States  Government  securities,  other than
short-term  securities, were $438,013 and $275,215, respectively, for the year
ended October 31, 1998.

12
<PAGE>

Notes to Financial Statements

5.   CAPITAL STOCK TRANSACTIONS
Transactions in shares of Flexible Yield Series III Class A Common Stock were:

<TABLE>

<CAPTION>



<S>           <C>               <C>         <C>               <C>
                      
               For the Year                  For the Year
               Ended 10/31/98                Ended 10/31/97
              ----------------              ----------------            

               Shares            Amount      Shares            Amount
              ----------------  ----------  ----------------  ----------
Sold                   64,913   $ 701,793            76,364   $ 754,896 
Reinvested              6,198      65,259             6,790      67,166 
Repurchased           (42,333)   (453,517)          (62,307)   (620,006)
              ----------------  ----------  ----------------  ----------
Net increase           28,778   $ 313,535            20,847   $ 202,056 
              ================  ==========  ================  ==========

</TABLE>



The  Advisor  owned  12,153  shares  on  October 31, 1998 and 11,513 shares on
October 31, 1997.

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course  of  its  investing  activities  to assist in managing
exposure to various market risks.  These financial instruments include written
options  and  futures contracts and may involve, to a varying degree, elements
of risk in excess of the amounts recognized for financial statement purposes. 
No such investments were held by the Fund on October 31, 1998.


13
<PAGE>

Independent Auditors' Report


TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES III:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  investment  portfolio, of Flexible Yield Series III(one of the
series  constituting Exeter Fund, Inc., formerly Manning & Napier Fund, Inc.) 
as of October 31, 1998, the related  statement  of  operations  for  the year 
then ended, the statement of changes  in  net  assets for the year ended October
31, 1998 and 1997, and the financial  highlights  for each of  the years in the
three-year period ended October  31,  1998  and  the three-year period ended 
December 31, 1995.  These financial  statements  and  financial highlights are
the responsibility of the Fund's  management. Our responsibility is to express 
an opinion on these financial statements and financial highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1998 by
correspondence  with  the  custodian.  An  audit  also  includes assessing the
accounting  principles  used and significant estimates made by management,  as
well  as evaluating  the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly, in all material respects, the financial position of the Flexible Yield
Series  III at October 31, 1998, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

14
<PAGE>
<PAGE>



Exeter Fund, Inc.

Tax Managed Series

Annual Report
October 31, 1998
<PAGE>


Management Discussion and Analysis

Dear Shareholders:

The  U.S.  economy  has continued to slow over the past six months as domestic
corporate profits are estimated to be growing at the second slowest pace since
the  1990-91 recession, due to the continued financial problems in Asia and an
increase  in  domestic  wages.    Weak  demand  for  U.S.  exports  and global
deflationary  pressures  continued  to  limit  earnings  growth,  while  high
valuation  levels  for  large  capitalization  U.S.  stocks  contributed  to
disappointments  for  equity investors.  Meanwhile, the Pacific Rim crisis has
spread  across  one-third  of  the  world  Gross  Domestic Product, leaving no
country unaffected.

Even  the  U.S.  market  was  not  immune.  The worst of the volatility hit in
August,  by  the  end  of which the average stock listed on the New York Stock
Exchange  was  down  16.23%  for  the  year, while one out of every three NYSE
stocks  was  down  30%  or more.  Perhaps of most concern looking forward, the
spread  between  the  overvaluation  of  the  narrow, large cap market and the
broader  market  became  even  wider.   As a result of the high valuations and
potential  for sustained weakness in U.S. stock prices, we have positioned the
portfolios'  stock  allocation  away from blue chips and toward foreign stocks
and  other  sectors  that  have  already experienced significant declines from
their highs.

Naturally,  the difficult stock environment influenced the Tax Managed Series,
resulting  in  a  total  return  of -2.27% over the last 12 months.  While our
portfolio  has  experienced  some  volatility  as  the crisis has unfolded, we
believe  that our current focus on stocks with lower valuations has positioned
the portfolio to benefit in the future.

We took advantage of the stock market volatility over the past six months both
by  selling  some  holdings in order to generate losses to offset gains in the
portfolio and by buying stocks at reduced prices.  We will continue to utilize
such  management techniques which help minimize the taxable distributions made
by the Series.

As always, it has been a pleasure helping you meet your investment objectives,
and  we  look  forward to helping you meet those goals in the future.  We hope
you and your family have a safe and happy holiday season.

Sincerely,

Exeter Asset Management
1
<PAGE>

[graphic]
<pie chart>
Data for pie chart to follow:
<TABLE>

<CAPTION>



<S>                                      <C>
                                         
 Portfolio Composition - As of 10/31/98

Apparel                                     3%
Software                                    5%
Chemical & Allied Products                  9%
Computer Equipment                          7%
Crude Petroleum & Natural Gas               5%
Electronics & Electrical Equipment          7%
Food & Beverages                            7%
Glass Products                              5%
Nondurable Goods                            4%
Paper & Allied Products                    10%
Restaurants                                 6%
Retail-Specialty Stores                     5%
Technical Instruments & Supplies            8%
Telecommunication Service                   3%
Cash equivalents, and liabilities,
less other assets                           4%
Miscellaneous*                             12%

*Miscellaneous
Air Transportation
Business Services
Computer Integrated Systems Design
Credit Institutions
Leather and Leather Products
Transportation - Railroad
Utilities- Electric
</TABLE>




2
<PAGE>

Performance Update as of October 31, 1998

<TABLE>

<CAPTION>



<S>                                      <C>                  <C>             <C>
                                                         
Exeter Fund, Inc. -  Tax Managed Series

                                                               Total Return
Through                                   Growth of $10,000                    Average
10/31/98                                  Investment           Cumulative      Annual

One Year                                 $             9,773          -2.27%     -2.27%
Inception 2                              $            14,855          48.55%     14.09%
</TABLE>

<TABLE>

<CAPTION>



<S>                                 <C>                  <C>             <C>
                                                    
Standard & Poor's 500 Total Return

                                                          Total Return
Through                              Growth of $10,000                    Average
10/31/98                             Investment           Cumulative      Annual

One Year                            $            12,199          21.99%     21.99%
Inception 2                         $            19,996          99.96%     25.98%
</TABLE>



<TABLE>

<CAPTION>



<S>          <C>                 <C>            <C>       
                                             

             Value Line Index
             ------------------                                        

                                 Total Return
                                 -------------                         
Through      Growth of $10,000                  Average
10/31/98     Investment          Cumulative     Annual
             ------------------  -------------  --------               

One Year     $            9,147         -8.53%    -8.53%
Inception 2  $           12,805         28.05%     8.58%
       
</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Tax Managed
Series from its inception (11/1/95) to present
(10/31/98) as compared to the Standard &
Poor's (S&P) 500 Total Return Index and
the Value Line Index. 1

[graphic]
<line chart>
Data for chart to follow:
<TABLE>

<CAPTION>




<C>       <S>                   <C>                     <C>
           
          Exeter Fund, Inc.     Standard & Poor's 500
          Tax Managed Series    Total Return Index       Value Line Index Total Return Index
          
11/01/95   10,000               10,000                  10,000
04/30/96   10,980               11,376                  11,154
10/31/96   11,630               12,408                  11,198
04/30/97   13,170               14,233                  11,780
10/31/97   15,200               16,392                  13,998
04/30/98   17,228               20,076                  15,708
10/31/98   14,855               19,996                  12,805
</TABLE>




1  The  Standard  &  Poor's  (S&P)  500  Total  Return  Index  is an unmanaged
Capitalization-weighted measure of approximately 500 widely held common stocks
listed  on  the  New  York  Stock  Exchange,  American  Stock  Exchange,  and
Over-the-Counter market.  The Index returns assume reinvestment of income and,
unlike  Fund  returns,  do  not  reflect any fees or expenses.  The value line
index  is  an  unmanaged index that consists of approximately 1,700 securities
that  are  traded on the New York Stock Exchange, the NASDAQ stock Market, and
the  American  Stock  Exchange.    The  index returns are based on a geometric
average  of  relative price changes of the component stocks and do not reflect
any fees or expenses.

2  The  Fund  and  Index performance are calculated from November 1, 1995, the
Fund's  inception  date.   The Fund's performance is historical and may not be
indicative of future results.

3
<PAGE>

Investment Portfolio- October 31, 1998

<TABLE>

<CAPTION>

<S>                                         <C>      <C>
                                               
                                                      VALUE
                                             SHARES   (NOTE 2)
COMMON STOCK - 96.54%

AIR TRANSPORTATION - 1.36%
FDX Corp.*                                      200  $ 10,512 
                                                     ---------
APPAREL - 3.24%
Liz Claiborne, Inc.                             850    24,969 
                                                     ---------
BUSINESS SERVICES - 1.53%
National Data Corp.                             348    11,789 
                                                     ---------
CHEMICAL & ALLIED PRODUCTS - 9.47%
Celltech plc* (United Kingdom) (Note 7)       3,500    21,979 
Johnson & Johnson                               175    14,263 
Pharmacia & Upjohn, Inc.                        375    19,851 
Sigma-Aldrich Corp.                             550    16,998 
                                                     ---------
                                                       73,091 
                                                     ---------

COMPUTER EQUIPMENT - 6.78%
Bell & Howell Co.*                            1,250    33,125 
International Game Technology                   850    19,178 
                                                     ---------
                                                       52,303 
                                                     ---------

Computer Integrated Systems Design - 2.21%
 HBO & Co.                                      650    17,062 
                                                     ---------

CREDIT INSTITUTIONS - 0.68%
 Metris Companies                               159     5,227 
                                                     ---------

CRUDE PETROLEUM & NATURAL GAS - 4.82%
Gulf Canada Resources Ltd. - ADR (Note 7)     6,900    25,875 
Petroleo Brasileiro S.A. (Petrobras) -
   ADR (Note 7)                                 900    11,317 
                                                     ---------
                                                       37,192 
                                                     ---------
ELECTRONICS & ELECTRICAL EQUIPMENT - 7.38%
Motorola, Inc.                                  700    36,400 
Philips Electronics NV - ADR (Note 7)           375    20,578 
                                                     ---------
                                                       56,978 
                                                     ---------
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>

<S>                                               <C>      <C>
                                                  Shares   Value
                                                           (Note 2)

FOOD & BEVERAGES - 6.54%
Allied Domecq plc - ADR (Note 7)                  2,000    18,321
Diageo plc- ADR (Note 7)                            453    19,904
Unilever plc - ADR (Note 7)                         300    12,244
                                                           ------
                                                           50,469
                                                           ------
 GLASS PRODUCTS - 5.09%
Corning, Inc.                                       975    35,405
Libbey, Inc.                                        125     3,875
                                                           ------
                                                           39,280
                                                           ------
LEATHER AND LEATHER PRODUCTS - 2.72%
Gucci Group-ADR (Note 7)                            550    20,969
                                                           ------

NONDURABLE GOODS - 4.36%
Cardinal Health, Inc.                               356    33,664
                                                           ------

PAPER & ALLIED PRODUCTS - 9.69%
Asia Pulp & Paper Co. Ltd. - ADR (Note 7)         2,800    23,275
Fort James Corp.                                    740    29,831
Kimberly-Clark Corp.                                450    21,713
                                                           ------
                                                           74,819
                                                           ------

RESTAURANTS - 5.63%
McDonald's Corp.                                    650    43,469
                                                           ------

RETAIL - SPECIALTY STORES - 4.81%
Fingerhut Companies, Inc.                           500     4,218
Home Depot, Inc.                                    300    13,050
Tandy Corp.                                         400    19,825
                                                           ------
                                                           37,093
                                                           ------
SOFTWARE - 5.36%                                           
Oracle Corp.*                                     1,400    41,388   
                                                           ------

TECHNICAL INSTRUMENTS & SUPPLIES - 7.55%
Eastman Kodak Co.                                   450    34,875
Millipore Corp.                                     950    23,394
                                                           ------
                                                           58,269
                                                           ------
TELECOMMUNICATION SERVICES - 3.20%
Telecomunicacoes Brasileiras S.A. (Telebras) -
ADR*(Note 7)                                        325    24,680
                                                           ------
</TABLE>



The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Investment Portfolio -  October 31, 1998

<TABLE>

<CAPTION>

<S>                                           <C>       <C>
                                              Shares    Value 
                                                        (Note 2)
                                                 
TRANSPORTATION - RAILROAD - 1.96%
Canadian National Railway Co. - ADR (Note 7)     300      $15,131 

UTILITIES-ELECTRIC - 2.16%
Enersis SA - ADR (Note 7)                         800      16,700 
                                                        ---------

TOTAL COMMON STOCK
(Identified Cost  $692,581)                               745,054 
                                                        ---------

SHORT-TERM INVESTMENTS - 4.29%
Dreyfus Treasury Cash Management Fund
(Identified Cost  $33,134)                     33,134      33,134 
                                                        ---------


TOTAL INVESTMENTS - 100.83%
(Identified Cost  $725,715)                              778,188 
                                                        
LIABILITIES, LESS OTHER ASSETS - (0.83)%                  (6,442)
                                                        ---------

NET ASSETS - 100%                                       $771,746 
                                                        =========

</TABLE>



*Non-income producing security
<TABLE>

<CAPTION>
<S>                                                                                <C>
FEDERAL TAX INFORMATION:

At October 31, 1998, the net unrealized appreciation based on identified cost for
Federal income tax purposes of $733,803 was as follows:

Aggregate gross unrealized appreciation for all investments
In which there was an excess of value over tax cost                                $100,229

Aggregate gross unrealized depreciation for all investments in
Which there was an excess of tax cost over value                                   (55,844)
                                                                                   ---------

UNREALIZED APPRECIATION - NET                                                       $44,385
                                                                                   =========
</TABLE>



The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Statement of Assets and Liabilities
<TABLE>

<CAPTION>

<S>                                                       <C>
                                                               
October 31, 1998

ASSETS:

Investments, at value (identified cost $725,715)(Note 2)  $778,188 
Cash                                                           575 
Dividends receivable                                           481 
Receivable from investment advisor (Note 3)                 20,843 
                                                          ---------

TOTAL ASSETS                                               800,087 
                                                          ---------


LIABILITIES:

Accrued Directors' fees (Note 3)                             6,772 
Transfer agent fees payable (Note 3)                           168 
Audit fee payable                                            9,246 
Other payables and accrued expenses                         12,155 
                                                          ---------

TOTAL LIABILITIES                                           28,341 
                                                          ---------

NET ASSETS FOR 53,364 SHARES OUTSTANDING                  $771,746 
                                                          =========


NET ASSETS CONSIST OF:

Capital stock                                             $    534 
Additional paid-in-capital                                 714,468 
Undistributed net investment income                          5,151 
Accumulated net realized loss on investments                  (880)
Net unrealized appreciation on investments                  52,473 
                                                          ---------

TOTAL NET ASSETS                                          $771,746 
                                                          =========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($771,746/53,364 shares)                               $  14.46 
                                                          =========

</TABLE>



The accompanying notes are an integral part of the financial statements.
7
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>




<S>                                                       <C>
                                                             
FOR THE YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $339)           $  11,029 
Interest                                                      2,535 
                                                          ----------

Total Investment Income                                      13,564 
                                                          ----------


EXPENSES:

Management fees (Note 3)                                      7,011 
Directors' fees (Note 3)                                      7,696 
Transfer agent fees (Note 3)                                    168 
Audit fee                                                    10,730 
Registration and filing fees                                  5,736 
Custodian fee                                                 2,248 
Legal fees                                                    1,850 
Miscellaneous                                                   828 
                                                          ----------

Total Expenses                                               36,267 

 Less Reduction of Expenses (Note 3)                        (27,854)
                                                          ----------

Net Expenses                                                  8,413 
                                                          ----------

NET INVESTMENT INCOME                                         5,151 
                                                          ----------


REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)       (878)
Net change in unrealized appreciation on investments        (37,135)
                                                          ----------

NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS                                              (38,013)
                                                          ----------

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                         ($32,862)
                                                          ==========

</TABLE>



The accompanying notes are an integral part of the financial statements.
8
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>




<S>                                                     <C>         <C>
                                                             
                                                         For the     For the
                                                          Year        Year
                                                          Ended       Ended
                                                         10/31/98    10/31/97 
                                                        ----------  ----------
 INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)                                5,151       ($289)
Net realized gain(loss) on investments                       (878)     14,448 
 Net change in unrealized appreciation on investments     (37,135)     58,457 
                                                        ----------  ----------

 Net increase(decrease) from operations                   (32,862)     72,616 
                                                        ----------  ----------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net realized gain on investments                     (14,205)         -- 
                                                        ----------  ----------

CAPITAL STOCK ISSUED AND
REPURCHASED:

Net increase from capital share
   transactions (Note 5)                                  294,616     227,201 
                                                        ----------  ----------

Net increase in net assets                                247,549     299,817 

NET ASSETS:

Beginning of period                                       524,197     224,380 
                                                        ----------  ----------

END OF PERIOD (including undistributed net investment
   Income of $5,151 and $0, respectively)               $ 771,746   $ 524,197 
                                                        ==========  ==========

</TABLE>



The accompanying notes are an integral part of the financial statements.
9
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>




<S>                                                   <C>             <C>             <C>
                                                        
                                                       For the         For the         For the Year
                                                        Year Ended      Year Ended      Ended
                                                           10/31/98        10/31/97         10/31/96 
                                                      --------------  --------------  ---------------
 Per share data (for a share outstanding throughout
each period):

NET ASSET VALUE - BEGINNING OF PERIOD                 $       15.20   $       11.63   $        10.00 
                                                      --------------  --------------  ---------------

Income from investment operations:
   Net investment income (loss)*                              0.097          (0.008)          (0.020)
   Net realized and unrealized gain (loss)
      on investments                                         (0.440)          3.578            1.650 
                                                      --------------  --------------  ---------------

Total from investment operations                             (0.343)          3.570            1.630 
                                                      --------------  --------------  ---------------

Less distributions to shareholders:
   From net realized gain on investments                     (0.397)             --               -- 
                                                      --------------  --------------  ---------------

NET ASSET VALUE - END OF PERIOD                       $       14.46   $       15.20   $        11.63 
                                                      ==============  ==============  ===============

Total return 1                                               (2.27%)          30.70%           16.30%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                  1.20%           1.20%            1.20%
    Net investment income (loss)*                              0.73%         (0.09%)          (0.21%)

Portfolio turnover                                               65%            103%              78%

NET ASSETS - END OF PERIOD (000's omitted)            $         772   $         524   $          224 
                                                      ==============  ==============  ===============
</TABLE>


*The  investment  advisor did not impose its management fee and paid a portion
of  the Fund's expenses.  If these expenses had been incurred by the Fund, and
had  1996  expenses  been limited to that allowed by state securities law, the
net investment loss per share and the ratios would have been as follows:

<TABLE>

<CAPTION>



<S>                                                              <C>       <C>       <C>
                                                                   
Net investment income (loss)                                     ($0.431)  ($0.620)  ($0.144)

Ratios (to average net assets):
   Expenses                                                         5.17%     8.08%     2.50%
   Net investment loss                                            (3.24%)   (6.97%)   (1.51%)

1 Represents aggregate total return for the period indicated.

</TABLE>



The accompanying notes are an integral part of the financial statements.
10
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION
Tax  Managed  Series  (the  "Fund")  is a no-load diversified series of Exeter
Fund, Inc. (the "Corporation"), formerly known as Manning & Napier Fund, Inc. 
The    Corporation  is  organized  in  Maryland  and  is  registered under the
Investment  Company  Act  of  1940,  as  amended,  as  an  open-end management
investment company.

The  total authorized capital stock of the Corporation consists of one billion
shares  of  common  stock each having a par value of $0.01.  As of October 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million have been designated as Tax Managed Series Class A Common
Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
Portfolio  securities,  including domestic equities, foreign equities, options
and  corporate  bonds,  listed  on an exchange are valued at the latest quoted
sales price of the exchange on which the security is traded most extensively. 
Securities  not  traded  on  valuation  date  or  securities  not listed on an
exchange are valued at the latest quoted bid price.

Debt  securities,  including  government bonds and mortgage backed securities,
will  normally  be valued on the basis of evaluated bid prices provided by the
Fund's pricing service.

Securities  for  which  representative  valuations or prices are not available
from the Fund's pricing service are valued at 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.

Short-term  investments  that  mature  in  sixty  days  or  less are valued at
amortized cost, which approximates market value.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
Security  transactions  are  accounted  for  on  the  date  the securities are
purchased  or  sold.    Dividend  income is recorded on the ex-dividend date. 
Interest income and expenses are recorded on an accrual basis.

Most  expenses  of  the  Corporation  can  be  attributed to a specific fund. 
Expenses  which  cannot be directly attributed are apportioned among the funds
in the Corporation.

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

11
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES(continued)

FEDERAL INCOME TAXES(continued)
The Fund uses the identified cost method for determining realized gain or loss
on  investments  for both financial statement and federal income tax reporting
purposes.

     DISTRIBUTIONS OF INCOME AND GAINS
Distributions  to  shareholders  of  net  investment income are made annually.
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized  gains  are  distributed annually.  An additional distribution may be
necessary to avoid taxation of the Fund.

The  timing  and  characterization  of  certain  income  and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral of certain losses, character reclassification between net
income  and  net gains, or other tax adjustments.  As a result, net investment
income  (loss) and net investment gain (loss) on investment transactions for a
reporting  period  may differ significantly from distributions to shareholders
during  such  period.    As  a  result,  the  Fund  may  periodically  make
reclassifications  among its capital accounts without impacting the Fund's net
asset value.

     FOREIGN CURRENCY TRANSLATION
The  accounting  records  of the Fund are maintained in U.S. dollars.  Foreign
currency  amounts  are translated into U.S. dollars on the following basis: a)
investment  securities,  other  assets  and  liabilities are converted to U.S.
dollars  based  upon  current  exchange  rates;  and b) purchases and sales of
securities  and income and expenses are converted into U.S. dollars based upon
the  currency  exchange  rates  prevailing  on  the  respective  dates of such
transactions.

MULTIPLE CLASSES OF SHARES OF COMMON STOCK

The  Fund  is  authorized  to  issue five classes of shares (Class A, Class B,
Class  C,  Class  D, and Class E shares).  Currently, only Class A shares have
been  issued.    The  five  classes  of  shares  differ  in  their  respective
distribution  and  service fees.  All shareholders bear the common expenses of
the Fund pro rata based on the average daily net assets of each class, without
distinction between share classes.  Dividends are declared separately for each
class.    No  class has preferential dividend rights; differences in per share
dividend rates are generally due to differences in separate class expenses.

12
<PAGE>

2.     SIGNIFICANT ACCOUNTING POLICIES(continued)

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



3.     TRANSACTIONS WITH AFFILIATES

The  Fund has an investment advisory agreement with Manning & Napier Advisors,
Inc.  (the  "Advisor"),  for  which  the Fund pays the Advisor a fee, computed
daily  and  payable  monthly,  at an annual rate of 1.0% of the Fund's average
daily  net  assets.  The fee amounted to $7,011 for the year ended October 31,
1998.

Under the Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the  Advisor  provide  the  Fund  with  advice and assistance in the choice of
investments  and  the  execution  of  securities  transactions,  and otherwise
maintain  the  Fund's  organization.   The Advisor also provides the Fund with
necessary office space and portfolio accounting and bookkeeping services.  The
salaries  of all officers of the Fund and of all Directors who are "affiliated
persons"  of  the  Fund or of the Advisor, and all personnel of the Fund or of
the  Advisor  performing  services  relating  to  research,  statistical  and
investment activities are paid by the Advisor.

The  Advisor  has  voluntarily  agreed to waive its fee and, if necessary, pay
other expenses of the Fund in order to maintain total expenses for the Fund at
no  more  than  1.2%  of average daily net assets each year.  Accordingly, the
Advisor  did  not impose any of its fee and paid expenses amounting to $20,843
for  the  year  ended  October  31, 1998, which is reflected as a reduction of
expenses  on  the  Statement  of Operations.  The fee waiver and assumption of
expenses by the Advisor is voluntary and may be terminated at any time.

The  Advisor  also  acts  as  the  transfer,  dividend  paying and shareholder
servicing  agent  for the Fund.  For these services, the Fund pays a fee which
is  calculated  as  a  percentage of the average daily net assets at an annual
rate of 0.024%; this fee amounted to $168 for the year ended October 31, 1998.

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

The  compensation  of the non-affiliated Directors totaled $7,696 for the year
ended October 31, 1998.

13
<PAGE>

NOTES TO FINANCIAL STATEMENTS

4.     PURCHASES AND SALES OF SECURITIES
For  the year ended October 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$748,175 and $428,217, respectively.

5. CAPITAL STOCK TRANSACTIONS



Transactions in shares of Tax Managed Series Class A Common Stock were:
<TABLE>
<CAPTION>

<S>            <C>             <C>         <C>               <C>            
                                                                                    
               For the Year                  For the Year
               Ended 10/31/98                Ended 10/31/97
               --------------              ----------------           
                Shares            Amount          Shares        Amount
               --------------  ----------  ----------------  ---------
Sold            33,205         $ 509,255            16,041   $239,934 
Reinvested         962            13,996                 -          - 
Repurchased    (15,294)         (228,635)             (850)   (12,733)
               --------------  ----------  ----------------  ---------
Net increase    18,873         $ 294,616            15,191   $227,201 
               ==============  ==========  ================  =========
</TABLE>        

The  Advisor  owned  12,841  shares  on  October 31, 1998 and 12,500 shares on
October 31, 1997.

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course  of  its  investing  activities  to assist in managing
exposure to various market risks.  These financial instruments include written
options,  forward  foreign  currency exchange contracts, and futures contracts
and  may  involve,  to  a  varying  degree,  elements of risk in excess of the
amounts recognized for financial statement purposes.  No such investments were
held by the Fund on October 31, 1998.

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

14
<PAGE>

INDEPENDENT AUDITORS' REPORT

TO THE DIRECTORS OF EXETER FUND, INC.
AND SHAREHOLDERS OF TAX MANAGED SERIES:

We have audited the accompanying statement of assets and liabilities including
the  investment  portfolio,  of    Tax  Managed  Series  (one  of  the  series
constituting  Exeter Fund, Inc., formerly Manning & Napier Fund, Inc.) as of
October 31, 1998, the related statement of operations for the year then ended,
the statements of changes in net  assets  for  the years ended October 31, 1998
and 1997, and the  financial highlights for each of the three years in the 
three year period ended  October  31,  1998. These financial statements and
financial highlights are  the  responsibility  of  the  Fund's management. Our
responsibility is to express  an  opinion  on  these  financial statements and 
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned as of October 31, 1998
by  correspondence  with  the  custodian. An audit also includes assessing  the
accounting  principles  used and significant estimates made by management,  as
well  as  evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material respects, the financial position of the Tax Managed
Series  at October 31, 1998, the results of its operations, the changes in its
net  assets  and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
DECEMBER 4, 1998

15
<PAGE>
<PAGE>




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          DEFENSIVE SERIES
[NUMBER]                        2
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           5,597,523  
[INVESTMENTS-AT-VALUE]          5,678,617
[RECEIVABLES]                   59,963
[ASSETS-OTHER]                  45,817
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  5,784,397
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       51,238
[TOTAL-LIABILITIES]             51,238
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        5,544,910
[SHARES-COMMON-STOCK]           528,593
[SHARES-COMMON-PRIOR]           164,649
[ACCUMULATED-NII-CURRENT]       99,985
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         7,170
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        81,094
[NET-ASSETS]                    5,733,159
[DIVIDEND-INCOME]               11,587
[INTEREST-INCOME]               185,863
[OTHER-INCOME]                  0
[EXPENSES-NET]                  37,945
[NET-INVESTMENT-INCOME]         159,505
[REALIZED-GAINS-CURRENT]        13,980
[APPREC-INCREASE-CURRENT]       55,114
[NET-CHANGE-FROM-OPS]           228,599
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       91,449
[DISTRIBUTIONS-OF-GAINS]        34,079
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         442,590
[NUMBER-OF-SHARES-REDEEMED]     90,651
[SHARES-REINVESTED]             12,005
[NET-CHANGE-IN-ASSETS]          3,969,123
[ACCUMULATED-NII-PRIOR]         31,890
[ACCUMULATED-GAINS-PRIOR]       27,308
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           30,356
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 65,559
[AVERAGE-NET-ASSETS]            3,794,542
[PER-SHARE-NAV-BEGIN]           10.71
[PER-SHARE-NII]                 0.347
[PER-SHARE-GAIN-APPREC]         0.327
[PER-SHARE-DIVIDEND]            0.352
[PER-SHARE-DISTRIBUTIONS]       0.182
[RETURNS-OF-CAPITAL]            0.00
[PER-SHARE-NAV-END]             10.85
[EXPENSE-RATIO]                 1.00
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          BLENDED ASSET SERIES I
[NUMBER]                        11
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           32,026,006
[INVESTMENTS-AT-VALUE]          31,723,372
[RECEIVABLES]                   616,996
[ASSETS-OTHER]                  72,767
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  32,413,135
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       121,918
[TOTAL-LIABILITIES]             121,918
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        30,323,782
[SHARES-COMMON-STOCK]           2,785,586   
[SHARES-COMMON-PRIOR]           1,831,743
[ACCUMULATED-NII-CURRENT]       502,925
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         1,767,144
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (302,634)
[NET-ASSETS]                    32,291,217
[DIVIDEND-INCOME]               280,752
[INTEREST-INCOME]               974,806
[OTHER-INCOME]                  0
[EXPENSES-NET]                  339,370
[NET-INVESTMENT-INCOME]         916,188
[REALIZED-GAINS-CURRENT]        1,773,717
[APPREC-INCREASE-CURRENT]       (1,033,391)
[NET-CHANGE-FROM-OPS]           1,656,514
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       693,293
[DISTRIBUTIONS-OF-GAINS]        1,427,315
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         1,438,207
[NUMBER-OF-SHARES-REDEEMED]     671,472
[SHARES-REINVESTED]             187,108
[NET-CHANGE-IN-ASSETS]          10,360,727
[ACCUMULATED-NII-PRIOR]         274,768
[ACCUMULATED-GAINS-PRIOR]       1,426,004
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           281,928
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 346,823
[AVERAGE-NET-ASSETS]            28,192,798
[PER-SHARE-NAV-BEGIN]           11.97
[PER-SHARE-NII]                 0.357
[PER-SHARE-GAIN-APPREC]         0.349
[PER-SHARE-DIVIDEND]            0.328
[PER-SHARE-DISTRIBUTIONS]       0.758
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             11.59
[EXPENSE-RATIO]                 1.20
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          BLENDED ASSET SERIES II
[NUMBER]                        12
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-30-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           67,026,727
[INVESTMENTS-AT-VALUE]          63,055,142
[RECEIVABLES]                   3,093,090
[ASSETS-OTHER]                  116,924
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  66,265,156
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       292,134
[TOTAL-LIABILITIES]             292,134
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        65,185,769
[SHARES-COMMON-STOCK]           5,234,961
[SHARES-COMMON-PRIOR]           3,466,675
[ACCUMULATED-NII-CURRENT]       798,686
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         3,960,153
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (3,971,586)
[NET-ASSETS]                    65,973,586
[DIVIDEND-INCOME]               772,650
[INTEREST-INCOME]               1,509,035
[OTHER-INCOME]                  0
[EXPENSES-NET]                  729,598
[NET-INVESTMENT-INCOME]         1,552,087
[REALIZED-GAINS-CURRENT]        3,960,798
[APPREC-INCREASE-CURRENT]       (6,481,268)
[NET-CHANGE-FROM-OPS]           (968,383)
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       1,191,632
[DISTRIBUTIONS-OF-GAINS]        6,231,121
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         2,076,628
[NUMBER-OF-SHARES-REDEEMED]     887,579
[SHARES-REINVESTED]             579,237
[NET-CHANGE-IN-ASSETS]          15,050,656
[ACCUMULATED-NII-PRIOR]         437,931
[ACCUMULATED-GAINS-PRIOR]       6,230,776
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           633,708
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 729,598
[AVERAGE-NET-ASSETS]            63,370,804
[PER-SHARE-NAV-BEGIN]           14.69
[PER-SHARE-NII]                 0.312
[PER-SHARE-GAIN-APPREC]         (0.385)
[PER-SHARE-DIVIDEND]            0.286
[PER-SHARE-DISTRIBUTIONS]       1.731
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             12.60
[EXPENSE-RATIO]                 1.15
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                               6
[LEGEND]
[RESTATED]
[CIK]                                   0000751173
[NAME]                                  EXETER FUND, INC.
[SERIES]
[NAME]                                  MAXIMUM HORIZON SERIES
[NUMBER]                                5
[MULTIPLIER]                            1
[CURRENCY]                              1
[FISCAL-YEAR-END]                       OCT-31-1998
[PERIOD-START]                          NOV-01-1997
[PERIOD-END]                            OCT-31-1998
[PERIOD-TYPE]                           YEAR
[EXCHANGE-RATE]                         1
[INVESTMENTS-AT-COST]                   20,398,305  
[INVESTMENTS-AT-VALUE]                  17,924,109
[RECEIVABLES]                           809,853
[ASSETS-OTHER]                          53,874
[OTHER-ITEMS-ASSETS]                    0
[TOTAL-ASSETS]                          18,787,836
[PAYABLE-FOR-SECURITIES]                0
[SENIOR-LONG-TERM-DEBT]                 0
[OTHER-ITEMS-LIABILITIES]               83,279
[TOTAL-LIABILITIES]                     83,279
[SENIOR-EQUITY]                         0
[PAID-IN-CAPITAL-COMMON]                20,188,903
[SHARES-COMMON-STOCK]                   1,546,424
[SHARES-COMMON-PRIOR]                   691,741
[ACCUMULATED-NII-CURRENT]               107,296
[OVERDISTRIBUTION-NII]                  0
[ACCUMULATED-NET-GAINS]                 882,554
[OVERDISTRIBUTION-GAINS]                0
[ACCUM-APPREC-OR-DEPREC]                (2,474,196)
[NET-ASSETS]                            18,704,557
[DIVIDEND-INCOME]                       272,330
[INTEREST-INCOME]                       111,518
[OTHER-INCOME]                          0
[EXPENSES-NET]                          188,156
[NET-INVESTMENT-INCOME]                 195,692
[REALIZED-GAINS-CURRENT]                983,037
[APPREC-INCREASE-CURRENT]               (2,448,394)
[NET-CHANGE-FROM-OPS]                   (1,269,665)
[EQUALIZATION]                          0
[DISTRIBUTIONS-OF-INCOME]               141,415
[DISTRIBUTIONS-OF-GAINS]                1,010,011
[DISTRIBUTIONS-OTHER]                   0
[NUMBER-OF-SHARES-SOLD]                 1,001,792
[NUMBER-OF-SHARES-REDEEMED]             237,720
[SHARES-REINVESTED]                     90,611
[NET-CHANGE-IN-ASSETS]                  8,852,863
[ACCUMULATED-NII-PRIOR]                 29,439
[ACCUMULATED-GAINS-PRIOR]               1,006,980
[OVERDISTRIB-NII-PRIOR]                 0
[OVERDIST-NET-GAINS-PRIOR]              0
[GROSS-ADVISORY-FEES]                   156,797
[INTEREST-EXPENSE]                      0
[GROSS-EXPENSE]                         207,432
[AVERAGE-NET-ASSETS]                    15,679,652
[PER-SHARE-NAV-BEGIN]                   14.24
[PER-SHARE-NII]                         0.134
[PER-SHARE-GAIN-APPREC]                 (0.935)
[PER-SHARE-DIVIDEND]                    0.123
[PER-SHARE-DISTRIBUTIONS]               1.216
[RETURNS-OF-CAPITAL]                    0.00
[PER-SHARE-NAV-END]                     12.10
[EXPENSE-RATIO]                         1.20
[AVG-DEBT-OUTSTANDING]                  0
[AVG-DEBT-PER-SHARE]                    0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          FLEXIBLE YIELD SERIES I
[NUMBER]                        13
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           1,113,259
[INVESTMENTS-AT-VALUE]          1,127,272
[RECEIVABLES]                   19,621
[ASSETS-OTHER]                  20,248
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  1,167,141
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       23,272
[TOTAL-LIABILITIES]             23,272
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        1,118,714
[SHARES-COMMON-STOCK]           108,126
[SHARES-COMMON-PRIOR]           62,539
[ACCUMULATED-NII-CURRENT]       8,180
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         2,962
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        14,013
[NET-ASSETS]                    1,143,869
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               33,731
[OTHER-INCOME]                  0
[EXPENSES-NET]                  4,117
[NET-INVESTMENT-INCOME]         29,614
[REALIZED-GAINS-CURRENT]        5,788
[APPREC-INCREASE-CURRENT]       6,173
[NET-CHANGE-FROM-OPS]           41,575
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       32,409
[DISTRIBUTIONS-OF-GAINS]        0
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         139,912
[NUMBER-OF-SHARES-REDEEMED]     97,485
[SHARES-REINVESTED]             3,160
[NET-CHANGE-IN-ASSETS]          494,037
[ACCUMULATED-NII-PRIOR]         10,842
[ACCUMULATED-GAINS-PRIOR]       (2,963)
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           2,058
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 26,423
[AVERAGE-NET-ASSETS]            588,088
[PER-SHARE-NAV-BEGIN]           10.39
[PER-SHARE-NII]                 0.468
[PER-SHARE-GAIN-APPREC]         0.289    
[PER-SHARE-DIVIDEND]            0.567
[PER-SHARE-DISTRIBUTIONS]       0
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.58
[EXPENSE-RATIO]                 0.70
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          FLEXIBLE YIELD SERIES II
[NUMBER]                        14
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-30-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           645,780
[INVESTMENTS-AT-VALUE]          691,735
[RECEIVABLES]                   10,817
[ASSETS-OTHER]                  20,268
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  722,820
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       23,491
[TOTAL-LIABILITIES]             23,491
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        640,827
[SHARES-COMMON-STOCK]           66,609
[SHARES-COMMON-PRIOR]           70,205
[ACCUMULATED-NII-CURRENT]       7,807
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         4,740
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        45,955
[NET-ASSETS]                    699,329
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               35,263
[OTHER-INCOME]                  0
[EXPENSES-NET]                  4,693
[NET-INVESTMENT-INCOME]         30,570
[REALIZED-GAINS-CURRENT]        5,805
[APPREC-INCREASE-CURRENT]       18,765
[NET-CHANGE-FROM-OPS]           55,140
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       31,969
[DISTRIBUTIONS-OF-GAINS]        4,875
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         21,299
[NUMBER-OF-SHARES-REDEEMED]     28,563
[SHARES-REINVESTED]             3,668
[NET-CHANGE-IN-ASSETS]          (18,895)
[ACCUMULATED-NII-PRIOR]         8,569
[ACCUMULATED-GAINS-PRIOR]       4,447
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           2,639
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 27,560
[AVERAGE-NET-ASSETS]            586,543
[PER-SHARE-NAV-BEGIN]           10.23
[PER-SHARE-NII]                 0.575
[PER-SHARE-GAIN-APPREC]         0.378
[PER-SHARE-DIVIDEND]            0.589
[PER-SHARE-DISTRIBUTIONS]       0.094
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.50
[EXPENSE-RATIO]                 0.80
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          FLEXIBLE YIELD SERIES III
[NUMBER]                        15
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1998
[PERIOD-START]                  NOV-01-1997
[PERIOD-END]                    OCT-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           1,483,506
[INVESTMENTS-AT-VALUE]          1,621,399
[RECEIVABLES]                   19,575
[ASSETS-OTHER]                  131,468
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  1,772,442
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       23,771
[TOTAL-LIABILITIES]             23,771
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        1,554,014
[SHARES-COMMON-STOCK]           158,052
[SHARES-COMMON-PRIOR]           129,274
[ACCUMULATED-NII-CURRENT]       16,515
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         40,249
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        137,893
[NET-ASSETS]                    1,748,671
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               88,119
[OTHER-INCOME]                  0
[EXPENSES-NET]                  12,275
[NET-INVESTMENT-INCOME]         75,844
[REALIZED-GAINS-CURRENT]        41,155
[APPREC-INCREASE-CURRENT]       51,301
[NET-CHANGE-FROM-OPS]           168,300
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       77,682
[DISTRIBUTIONS-OF-GAINS]        763
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         64,913
[NUMBER-OF-SHARES-REDEEMED]     42,333
[SHARES-REINVESTED]             6,198
[NET-CHANGE-IN-ASSETS]          403,390
[ACCUMULATED-NII-PRIOR]         17,515
[ACCUMULATED-GAINS-PRIOR]       695
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           7,221
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 33,990
[AVERAGE-NET-ASSETS]            1,444,152
[PER-SHARE-NAV-BEGIN]           10.41
[PER-SHARE-NII]                 0.531
[PER-SHARE-GAIN-APPREC]         0.692
[PER-SHARE-DIVIDEND]            0.567
[PER-SHARE-DISTRIBUTIONS]       0.006
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             11.06
[EXPENSE-RATIO]                 0.85
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                               6
[LEGEND]
[RESTATED]
[CIK]                                   0000751173
[NAME]                                  EXETER FUND, INC.
[SERIES]
[NAME]                                  TAX MANAGED SERIES
[NUMBER]                                8
[MULTIPLIER]                            1
[CURRENCY]                              1
[FISCAL-YEAR-END]                       OCT-31-1998
[PERIOD-START]                          NOV-01-1997
[PERIOD-END]                            OCT-31-1998
[PERIOD-TYPE]                           YEAR
[EXCHANGE-RATE]                         1
[INVESTMENTS-AT-COST]                   725,715  
[INVESTMENTS-AT-VALUE]                  778,188
[RECEIVABLES]                           481
[ASSETS-OTHER]                          21,418
[OTHER-ITEMS-ASSETS]                    0
[TOTAL-ASSETS]                          800,087
[PAYABLE-FOR-SECURITIES]                0
[SENIOR-LONG-TERM-DEBT]                 0
[OTHER-ITEMS-LIABILITIES]               28,341
[TOTAL-LIABILITIES]                     28,341
[SENIOR-EQUITY]                         0
[PAID-IN-CAPITAL-COMMON]                715,002
[SHARES-COMMON-STOCK]                   53,364
[SHARES-COMMON-PRIOR]                   34,491
[ACCUMULATED-NII-CURRENT]               5,151
[OVERDISTRIBUTION-NII]                  0
[ACCUMULATED-NET-GAINS]                 (880)
[OVERDISTRIBUTION-GAINS]                0
[ACCUM-APPREC-OR-DEPREC]                52,473 
[NET-ASSETS]                            771,746
[DIVIDEND-INCOME]                       11,029
[INTEREST-INCOME]                       2,535
[OTHER-INCOME]                          0
[EXPENSES-NET]                          8,413
[NET-INVESTMENT-INCOME]                 5,151
[REALIZED-GAINS-CURRENT]                (878)
[APPREC-INCREASE-CURRENT]               (37,135)
[NET-CHANGE-FROM-OPS]                   (32,862)
[EQUALIZATION]                          0
[DISTRIBUTIONS-OF-INCOME]               0
[DISTRIBUTIONS-OF-GAINS]                14,205
[DISTRIBUTIONS-OTHER]                   0
[NUMBER-OF-SHARES-SOLD]                 33,205
[NUMBER-OF-SHARES-REDEEMED]             15,294
[SHARES-REINVESTED]                     962
[NET-CHANGE-IN-ASSETS]                  247,549
[ACCUMULATED-NII-PRIOR]                 0
[ACCUMULATED-GAINS-PRIOR]               14,203
[OVERDISTRIB-NII-PRIOR]                 0
[OVERDIST-NET-GAINS-PRIOR]              0
[GROSS-ADVISORY-FEES]                   7,011
[INTEREST-EXPENSE]                      0
[GROSS-EXPENSE]                         36,267
[AVERAGE-NET-ASSETS]                    701,391
[PER-SHARE-NAV-BEGIN]                   15.20
[PER-SHARE-NII]                         0.097
[PER-SHARE-GAIN-APPREC]                 (0.440)
[PER-SHARE-DIVIDEND]                    0.00
[PER-SHARE-DISTRIBUTIONS]               0.397
[RETURNS-OF-CAPITAL]                    0.00
[PER-SHARE-NAV-END]                     14.46
[EXPENSE-RATIO]                         1.20
[AVG-DEBT-OUTSTANDING]                  0
[AVG-DEBT-PER-SHARE]                    0




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