EXETER FUND INC /NY/
N-30D, 1999-02-25
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February 23, 1999


To Shareholders of the following series of the Exeter Fund:

     Small Cap Series
     International Series
     World Opportunities Series
     Global Fixed Income Series
     New York Tax Exempt Series
     Ohio Tax Exempt Series
     Diversified Tax Exempt Series

Dear Shareholder:

Enclosed  are copies of the Annual Reports for each of the above Series of the
Exeter  Fund  in  which you owned shares as of December 31, 1998.  The reports
include information about the Series performance as well as portfolio listings
as of that date.

If you owned shares of the International Series as of December 31, a copy of a
supplement  to the prospectus is also enclosed.  Like the Small Cap Series and
the  World  Opportunities Series, this Series of the Fund is now available for
direct  investment  as  well  as with discretionary investment accounts.  This
supplement  to  the prospectus provides information regarding transactions for
direct investors.

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

Sincerely,


/s/ Amy J. Williams
Amy J. Williams
Fund Services Manager

<PAGE>
<PAGE>

EXETER FUND, INC.
SMALL CAP SERIES

ANNUAL REPORT
DECEMBER 31, 1998
<PAGE>

DEAR SHAREHOLDERS:

As  a result of the economic environment during 1998, the Small Cap Series has
underperformed over the year. Economic crises in Asian countries, the collapse
of  the  Russian economy, and concerns over Latin America led to growing fears
of  a  recession  in  the  United  States.    Investors continued to put their
investment  assets in large blue-chip companies, hoping they will continue the
extremely  high  returns  of the past few years, despite their overvaluation. 
Within the small cap sector, investors turned to defensive stocks such as drug
and food stores, pharmaceuticals, and utilities in search of safe havens.  The
Series  is  underweighted  in  these  sectors, however, because valuations for
these  defensive stocks are quite high by historical standards and do not meet
our investment criteria.

The fourth quarter of 1998 saw Asian crisis fears begin to dissipate, and both
large  company  and  small  company stocks underwent a dramatic rebound during
this period.  With both large and small sectors of the market moving together,
the extreme undervaluation of small cap stocks relative to the market leaders,
the  popular  blue  chip  stocks,  continued  despite  the  rebound.  As large
capitalization  and momentum-driven stocks have risen over the past few years,
small  capitalization  stocks  have  been  overlooked,  causing  them  to
underperform.   Even within the small cap arena, larger companies outperformed
smaller  ones.    Since  we  believe  there  are  more  attractive  investment
opportunities  among smaller company stocks, the average market capitalization
of the Small Cap Series is smaller than that of the Russell 2000 Total
Return Index.

The  Series'  investments  in  the  basic  industries,  capital goods, consumer
cyclical, energy, and technology sectors have underperformed the market due to
recessionary  fears,  but  we  believe  that  these  concerns are already well
discounted.    The  problems  in  emerging  markets  have delayed the expected
cyclical  upturn  in  the  Series'  basic material holdings.  Supply and demand
imbalances  in basic materials holdings are expected to come back into balance
as  companies  lower  production  levels  and  reduce their inventory levels. 
Accordingly,  we  believe  that valuations have become even more attractive in
these  sectors  and that gains will be realized once sentiment has changed and
investors  begin  to  take  a  long-term  view  of  each  companys potential. 
Furthermore,  the  Series  investments  in  the  energy sector, where holdings
represented approximately 6% of the portfolio at the end of December, suffered
as  oil  prices fell to their lowest levels in forty years.  Looking ahead, we
expect  a  reduction of the excess supply of oil to lead to an increase in oil
prices, which would allow these stocks to generate above average returns.

Performance  for  the  Series  recovered  somewhat  over  the  fourth quarter,
resulting  in  a  return  consistent with the widely used small cap index, the
Russell  2000  Total  Return  Index.    However,  the  disparity  between  the
performance  of  growth-momentum  strategies and value-oriented approaches, as
well  as  between  large  cap  and small cap stocks, remains uncorrected and a
potential source of future opportunity.

We hope you and your family have a safe and prosperous 1999.

Sincerely,

Exeter Asset Management

1
<PAGE>

Portfolio Compostion

Portfolio Composition * - As of 12/31/98
[graphic]
<pie chart>

Data for pie chart to follow:
<TABLE>

<CAPTION>




<S>                                   <C>

Apparel                                3.50%
Cash, equivalents, and other assets,
less liabilities                      19.00%
Chemical & Allied Products             5.80%
Communications                         4.20%
Computer Equipment                     8.30%
Crude Petroleum & Natural Gas          5.60%
Electronics & Electrical Equipment     8.30%
Glass Products                         3.60%
Industrial & Commercial Machinery      9.40%
Miscellaneous **                      11.80%
Paper & Allied Products                5.80%
Retail - Specialty Stores              4.10%
Technical Instruments & Supplies       3.00%
Textile Mill Products                  3.00%
Transportation                         4.60%

* As a percentage of net assets
</TABLE>


** Miscellaneous includes:
     Agricultural Production
     Computer Integrated Systems Design
     Jewelry
     Management Services
     Printing & Publishing
     Refuse Systems
     Testing Laboratories



2
<PAGE>

Performance Update as of December 31, 1998

Exeter Fund, Inc. Small Cap Series

<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $            8,641        -13.59%   -13.59%
Five Year    $           13,219         32.19%     5.74%
Inception 2  $           17,603         76.03%     8.84%

</TABLE>



S&P 500 Total Return Index

<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $           12,858         28.58%    28.58%
Five Year    $           29,375        193.75%    24.04%
Inception 2  $           34,666        246.66%    20.48%

</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Small Cap
Series from its current activation (4/30/92)
to present (12/31/98) as compared to the
Standard & Poor's (S&P) 500 Total Return
Index and Russell 2000 Total Return Index. 1


Russell 2000 Total Return Index
<TABLE>

<CAPTION>


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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $            9,745         -2.55%    -2.55%
Five Year    $           17,517         75.17%    11.86%
Inception 2  $           23,778        137.78%    13.87%
</TABLE>

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

<CAPTION>



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

          Exeter Fund, Inc.   S&P 500
          Small Cap Series    Total Return Index   Russel 2000 Total
                                                   Return Index

04/30/92  $10,000             $            10,000  $           10,000
12/31/92   11,610                          10,725              11,415
12/31/93   13,317                          11,799              13,574
12/31/94   14,383                          11,959              13,327
12/31/95   16,497                          16,437              17,117
12/31/96   18,156                          20,206              19,940
12/31/97   20,388                          26,944              24,399
12/31/98   17,603                          34,666              23,778
</TABLE>



1  The Standard and Poor's (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.  S&P 500 Total Return Index returns assume reinvestment of dividends
and,  unlike  Fund  returns, do not reflect any fees or expenses.  The Russell
2000  Total  Return Index is an unmanaged index that consists of approximately
2000  small-capitalization  stocks.   Members of the index represent only U.S.
common  stocks that are invested in the U.S. equity market.  The index returns
are based on a maket capitalization-weighted average of relative price changes
of  the  component  stock  plus  dividends  whose reinvestments are compounded
daily.  Unlike Fund returns,the index returns do not reflect any fees or 
expenses.

2  Performance information numbers of the Fund and Indices are calculated from
April 30, 1992, the Fund's current activation date.  The Fund's performance is 
historical and may not be indicative of future results.

3
<PAGE>


Investment Portfolio - December 31, 1998


<TABLE>

<CAPTION>



<S>                                               <C>        <C>

                                                             Value
                                                  Shares        (Note 2)
COMMON STOCK - 81.03%

AGRICULTURAL PRODUCTION - 2.46%
   Sylvan, Inc.*                                    165,000  $2,454,375 
                                                             -----------

APPAREL - 3.45%
   Novel Denim Holdings Ltd.*                       162,000   3,442,500 
                                                             -----------

CHEMICAL & ALLIED PRODUCTS - 5.84%
   Cypress Bioscience, Inc.*                        710,000   2,130,000 
   Orion-Yhtyma OY - B Shares (Finland) (Note 6)    154,000   3,694,522 
                                                             -----------
                                                              5,824,522 
                                                             -----------
COMMUNICATIONS - 4.23%
   Granite Broadcasting Corp.*                      290,000   1,740,000 
   Microcell Telecommunications, Inc.- ADR*
        (Note 6)                                    417,000   2,475,937 
                                                             -----------
                                                              4,215,937 
                                                             -----------
COMPUTER EQUIPMENT - 8.27%
   Bell & Howell Co.*                               218,000   8,243,125 
                                                             -----------

COMPUTER INTEGRATED SYSTEMS DESIGN - 0.27%
   Apache Medical Systems, Inc.*                    725,000     271,875 
                                                             -----------

CRUDE PETROLEUM & NATURAL GAS - 5.60%
   Gulf Canada Resources Ltd. - ADR (Note 6)      1,900,000   5,581,250 
                                                             -----------

ELECTRONICS & ELECTRICAL EQUIPMENT - 8.29%
   Gold Peak Industries Ltd. (Hong Kong)(Note 6)  6,300,000   1,768,993 
   Scientific Atlanta, Inc.                         138,000   3,148,125 
   The Carbide/Graphite Group, Inc.*                130,000   1,917,500 
   Ultralife Batteries, Inc.*                       275,000   1,426,563 
                                                             -----------
                                                              8,261,181 
                                                             -----------
GLASS PRODUCTS - 3.63%
   Libbey, Inc.                                     125,000   3,617,187 
                                                             -----------

INDUSTRIAL & COMMERCIAL MACHINERY - 9.37%
   Comfort Systems USA, Inc.*                       130,500   2,332,687 
   Hussmann International, Inc.                     165,000   3,196,875 
   Lam Research Corp.*                               94,400   1,681,500 
   NN Ball & Roller, Inc.                           360,000   2,115,000 
                                                             -----------
                                                              9,326,062 
                                                             -----------
</TABLE>



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

Investment Portfolio - December 31, 1998
<TABLE>

<CAPTION>



<S>                                         <C>      <C>

                                            Shares   Value
                                                     (Note 2)
JEWELRY - 1.88%
   Jostens, Inc.                             71,550  $ 1,873,716 
                                                     ------------

MANAGEMENT SERVICES - 2.44%
   Boron, Lepore & Associates, Inc.*         70,500    2,432,250 
                                                     ------------

PAPER & ALLIED PRODUCTS - 5.83%
   Schweitzer-Mauduit International, Inc.   132,850    2,050,872 
   Smurfit-Stone Container Corp.            237,600    3,757,050 
                                                     ------------
                                                       5,807,922 
                                                     ------------
PRINTING & PUBLISHING - 1.78%
   Scholastic Corp.*                         33,000    1,769,625 
                                                     ------------

REFUSE SYSTEMS - 1.37%
   Newpark Resources, Inc.                  200,000    1,362,500 
                                                     ------------

RETAIL - SPECIALTY STORES - 4.08%
   Hancock Fabrics, Inc.                    213,500    1,788,063 
   Talbots, Inc.                             72,700    2,280,962 
                                                     ------------
                                                       4,069,025 
                                                     ------------
TECHNICAL INSTRUMENTS & SUPPLIES - 3.04%
   CardioGenesis Corp.*                     207,925    1,169,578 
   Sola International, Inc.*                108,000    1,863,000 
                                                     ------------
                                                       3,032,578 
                                                     ------------
TESTING LABORATORIES - 1.61%
   Paradigm Geophysical Ltd.*               312,350    1,600,794 
                                                     ------------

TEXTILE MILL PRODUCTS - 3.03%
   Albany International Corp. - Class A     159,684    3,024,016 
                                                     ------------

TRANSPORTATION - 4.56%
   Trico Marine Services, Inc.*             342,000    1,667,250 
   Guangshen Railway Co. Ltd. ADR (Note 6)  480,000    2,880,000 
                                                     ------------
                                                       4,547,250 
                                                     ------------
TOTAL COMMON STOCK
  (Identified Cost $98,158,650)                       80,757,690 
                                                     ------------
</TABLE>



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

Investment Portfolio - December 31, 1998
<TABLE>

<CAPTION>



<S>                                        <C>                 <C>

                                           Principal Amount/   Value
                                           Shares              (Note 2)
SHORT-TERM INVESTMENTS - 17.55%
   Federal National Mortgage Association
      Discount Note, 1/04/1999             $          500,000  $   499,787 
   Federal National Mortgage Credit
      Discount Note, 1/20/1999                      4,750,000    4,737,265 
   Federal National Mortgage Association
      Discount Note, 2/01/1999                      4,000,000    3,984,942 
   U.S. Treasury Bill, 2/04/1999                    4,000,000    3,983,642 
   Dreyfus Treasury Cash Management Fund            4,290,517    4,290,517 
                                                               ------------

TOTAL SHORT-TERM INVESTMENTS
 (Identified Cost $17,496,153)                                  17,496,153 
                                                               ------------

TOTAL INVESTMENTS - 98.58%
   (Identified Cost $115,654,803)                               98,253,843 

OTHER ASSETS, LESS LIABILITIES - 1.42%                           1,412,329 
                                                               ------------

NET ASSETS - 100%                                              $99,666,172 
                                                               ============
</TABLE>



* Non-income producing security

Federal Tax Information:
At  December  31,  1998,  the net unrealized depreciation (based on identified
cost for federal income tax purposes of $115,654,803) was as follows:

<TABLE>

<CAPTION>



<S>                            <C>

Unrealized appreciation        $ 10,147,810 

Unrealized depreciation         (27,548,770)
                               -------------
UNREALIZED DEPRECIATION - NET  $(17,400,960)
                               =============

</TABLE>



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







Statement of Assets and Liabilities
<TABLE>

<CAPTION>



<S>                                                             <C>

December 31, 1998

ASSETS:

Investments, at value (identified cost $115,654,803)(Note 2)    $ 98,253,843 
Cash                                                                  73,538 
Dividends receivable                                                  24,650 
Receivable for securities sold                                     5,453,362 
Receivable for fund shares sold                                       22,530 
                                                                -------------

TOTAL ASSETS                                                     103,827,923 
                                                                -------------

LIABILITIES:

Accrued management fee (Note 3)                                       81,267 
Accrued Directors' fees (Note 3)                                       3,310 
Payable for securities purchased                                   3,984,942 
Payable for fund shares repurchased                                   62,428 
Audit fee payable                                                     16,162 
Other payables and accrued expenses                                   13,642 
                                                                -------------

TOTAL LIABILITIES                                                  4,161,751 
                                                                -------------

NET ASSETS FOR 10,337,315 SHARES
   OUTSTANDING                                                  $ 99,666,172 
                                                                =============

NET ASSETS CONSIST OF:

Capital stock                                                   $    103,374 
Additional paid-in-capital                                       117,919,475 
Undistributed net investment income                                  525,165 
Accumulated net realized loss on investments                      (1,480,888)
Net unrealized depreciation on investments, foreign currency,
     and other assets and liabilities                            (17,400,954)
                                                                -------------

TOTAL NET ASSETS                                                $ 99,666,172 
                                                                =============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($99,666,172/10,337,315 shares)                              $       9.64 
                                                                =============

</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 DECEMBER 31, 1998

INVESTMENT INCOME:

Interest                                                  $  1,020,143 
Dividends (net of withholding)                                 750,111 
                                                          -------------

Total Investment Income                                      1,770,254 
                                                          -------------

EXPENSES:

Management fee  (Note 3)                                     1,162,115 
Directors' fees (Note 3)                                         6,700 
Custodian fee                                                   35,500 
Audit fee                                                       23,750 
Registration and filing fees                                    13,290 
Printing and postage fees                                       10,300 
Miscellaneous                                                   10,385 
                                                          -------------

Total Expenses                                               1,262,040 
                                                          -------------

NET INVESTMENT INCOME                                          508,214 
                                                          -------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain(loss) on -
   Investments (identified cost basis)                      (1,498,104)
   Foreign currency and forward foreign currency
      exchange contracts                                        64,466 
                                                          -------------
Net realized gain(loss) on investments                      (1,433,638)
                                                          -------------

    Net change in unrealized depreciation on-
    Investments                                            (15,646,349)
    Foreign currency, forward foreign currency exchange
       contracts, and other assets and liabilities             (29,350)
                                                          -------------
Net change in unrealized depreciation on investments       (15,675,699)
                                                          -------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          (17,109,337)
                                                          -------------

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $(16,601,123)
                                                          =============
</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 Ended     Year Ended
                                              12/31/98       12/31/97 
                                          -------------  -------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)              $    508,214   $   (141,498)
Net realized gain (loss) on investments     (1,433,638)    21,344,730 
Net change in unrealized depreciation
    on investments                         (15,675,699)    (8,858,291)
                                          -------------  -------------

Net increase (decrease) from operations    (16,601,123)    12,344,941 
                                          -------------  -------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                          --       (105,557)
From net realized gain on investments       (6,778,592)   (13,616,840)
                                          -------------  -------------
Total distributions to shareholders         (6,778,592)   (13,722,397)
                                          -------------  -------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share
   transactions (Note 5)                     1,445,861     22,289,055 
                                          -------------  -------------

Net increase (decrease) in net assets      (21,933,854)    20,911,599 

NET ASSETS:

Beginning of year                          121,600,026    100,688,427 
                                          -------------  -------------

END OF YEAR (including undistributed
   net investment income of $525,165
   and $0, respectively)                  $ 99,666,172   $121,600,026 
                                          =============  =============
</TABLE>



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

Financial Highlights
<TABLE>

<CAPTION>




<S>                                        <C>            <C>

                                           For The
                                           Years Ended
                                               12/31/98    12/31/97 
                                           -------------  ----------
Per share data (for a share outstanding
 throughout each period):

NET ASSET VALUE - BEGINNING  OF PERIOD     $      12.05   $   12.09 
                                           -------------  ----------

Income from investment operations:
   Net investment income (loss)                   0.049      (0.015)
   Net realized and unrealized gain(loss)
    on investments                               (1.774)      1.502 
                                           -------------  ----------

Total from investment operations                 (1.725)      1.487 
                                           -------------  ----------

Less distributions to shareholders:                  -- 
   From net investment income                        --      (0.009)
   From net realized gain on investments         (0.685)     (1.518)
   In excess of net realized gain
    on investments                                   --          -- 
                                           -------------  ----------

Total distributions to shareholders              (0.685)     (1.527)
                                           -------------  ----------

NET ASSET VALUE - END OF PERIOD            $       9.64   $   12.05 
                                           =============  ==========


Total return1                                   (13.59)%      12.29%

Ratios to average net assets /
    Supplemental Data:
    Expenses                                       1.09%       1.07%
    Net investment income (loss)                   0.44%     (0.12)%
Portfolio turnover                                   81%         94%

NET ASSETS - END OF PERIOD
   (000'S OMITTED)                         $     99,666   $ 121,600 
                                           =============  ==========

</TABLE>



<TABLE>

<CAPTION>




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

                                           For The
                                           Years Ended
                                               12/31/96    12/31/95    12/31/94 
                                           -------------  ----------  ----------
Per share data (for a share
outstanding throughout each period):

NET ASSET VALUE - BEGINNING  OF PERIOD     $      11.95   $   12.92   $   12.52 
                                           -------------  ----------  ----------

Income from investment operations:
   Net investment income (loss)                   0.045      (0.004)     (0.066)
   Net realized and unrealized gain(loss)
    on investments                                1.112       1.934       1.051 
                                           -------------  ----------  ----------

Total from investment operations                  1.157       1.930       0.985 
                                           -------------  ----------  ----------

Less distributions to shareholders:
   From net investment income                    (0.035)         --          -- 
   From net realized gain on investments         (0.889)     (2.900)     (0.585)
   In excess of net realized gain
    on investments                               (0.093)         --          -- 
                                           -------------  ----------  ----------

Total distributions to shareholders              (1.017)     (2.900)     (0.585)
                                           -------------  ----------  ----------

NET ASSET VALUE - END OF PERIOD            $      12.09   $   11.95   $   12.92 
                                           =============  ==========  ==========


Total return1                                     10.06%      14.70%       8.01%

Ratios of expenses
 (to average net assets)/
    Supplemental Data:
    Expenses                                       1.08%       1.07%       1.10%
    Net investment income (loss)                   0.29%     (0.03)%     (0.58)%
    Portfolio turnover                               31%         77%         31%

NET ASSETS - END OF PERIOD
   (000'S OMITTED)                         $    100,688   $ 143,003   $ 105,522 
                                           =============  ==========  ==========

</TABLE>


1Represents aggregate total return for the period indicated.

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

Notes to Financial Statements

1.      ORGANIZATION
Small  Cap 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.

On  April  30,  1992, the Fund resumed sales of shares to advisory clients and
employees of Manning & Napier Advisors, Inc. (the "Advisor") and

its  affiliates.   On July 8, 1993, the Fund began offering shares directly to
investors.   Previously, the Fund was available from time to time to Manning &
Napier employees and advisory clients of Manning & Napier Advisors, Inc.

The Fund is authorized to issue five classes of shares (Class A, B, C, D, E). 
Currently,  only  Class  A  shares  have been issued.  Each class of shares is
substantially the same, except that class-specific distribution
and  shareholder  servicing expenses are borne by the specific class of shares
to which they relate.

The  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 December 31,
1998,  940  million  shares  have been designated in total among 19 series, of
which  37.5  million  have  been designated as Small Cap Series Class A Common
Stock.

2.      SIGNIFICANT ACCOUNTING POLICIES

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

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  approved  by and under the general
supervision and responsibility of the Fund's Board of Directors.

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

        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.

11
<PAGE>

NOTES TO FINANCIAL STATEMENTS

2.      SIGNIFICANT ACCOUNTING POLICIES(continued)
        SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES(continued)
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.

At December 31, 1998, the Fund, for federal income tax purposes, had
a capital loss carryforward of $1,480,888 which will expire on
December 31, 2006.


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 made 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 or
character reclassification between net income and net gains.  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.

For  the  year  ended  December  31,  1998, the Fund distributed $5,313,573 of
long-term capital gains.

        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) purchase 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.

12
<PAGE>

Notes to Financial Statements

2.      SIGNIFICANT ACCOUNTING POLICIES(continued)
        FORWARD CURRENCY TRANSLATION(continued)
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
investment  that result from fluctuations in foreigncurrency exchange rates is
not separately stated.

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

All  forward  foreign  currency  exchange  contracts are adjusted daily by the
exchange  rate  of  the  underlying  currency  and,  for  financial  statement
purposes,  any  gain  or  loss  is recorded as unrealized gain or loss until a
contract has been closed.  Realized and unrealized gain or loss arising from a
transaction  is  included  in  net  realized  and  unrealized gain (loss) from
foreign currency and forward foreign currency exchange contracts.

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

The  notional  or  contractual  amount  of  these  instruments  represents the
investment  the  Fund  has  in forward foreign currency exchange contracts and
does not necessarily represent the amounts
potentially  at  risk.    The measurement of the risks associated with forward
foreign  currency  exchange  contracts is meaningful only when all related and
offsetting transactions are considered.

At  December 31, 1998 the fund had no open forward foreign currency exchange
contracts.

        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 the 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 the Advisor, for which the
Fund  pays  a fee, computed daily and payable monthly, at an annual rate of 1%
of  the  Fund's  average daily net assets.  The fee amounted to $1,162,115 for
the year ended December 31, 1998.

13
<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  also  acts  as  the  transfer,  dividend  paying and shareholder
servicing  agent  for  the Fund.  These services are provided at no additional
cost to the Fund.

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 $6,700 for the year
ended December 31, 1998.

4.      PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$78,373,602 and $100,771,948, respectively.


5.      CAPITAL STOCK TRANSACTIONS

     Transactions in shares of Small Cap Series Class A Shares were:
<TABLE>

<CAPTION>




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

             For the Year                    For the Year
             Ended 12/31/98                  Ended 12/31/97
             ---------------                 ---------------              


             Shares           Amount         Shares           Amount
             ---------------  -------------  ---------------  ------------

Sold                842,778   $  9,931,958        1,150,766   $15,559,488 
Reinvested          782,160      6,679,645        1,119,486    13,610,375 
Repurchased      (1,375,248)   (15,165,742)        (509,007)   (6,880,808)
             ---------------  -------------  ---------------  ------------
Total               249,690   $  1,445,861        1,761,245   $22,289,055 
             ===============  =============  ===============  ============
</TABLE>



6.      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.

14
<PAGE>

Independent Accountants' Report

To the Shareholders and the Board of Directors of
Exeter Fund, Inc.- Small Cap Series:

In  our  opinion,  the  accompanying  statements  of  assets  and liabilities,
including  the  portfolio  of  investments,  and  the  related  statements  of
operations  and  of changes in net assets and the financial highlights present
fairly,  in all material respects, the financial position of the  Exeter Fund,
Inc. (formerly Manning & Napier Fund, Inc.) - Small Cap Series at December 31,
1998,  the  results  of its operations, the changes in its net assets, and its
financial  highlights for each of the periods indicated therein, in conformity
with generally accepted accounting principles.  These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility  of  the Fund's management. Our responsibility is to express an
opinion  on  these financial statements based on our audits.  We conducted our
audits  of  these  financial  statements in accordance with generally accepted
auditing  standards which 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, assessing
the  accounting  principles used and significant estimates made by management,
and  evaluating the overall financial statement presentation.  We believe that
our  audits, which included confirmation of securities at December 31, 1998 by
correspondence  with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 5, 1999

15
<PAGE>
<PAGE>


Exeter Fund, Inc.

International Series

Annual Report
December 31, 1998

<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:

Management of the International Series employs a "top-down" analysis to identify
investment  opportunities  by  focusing  on  economic  situations in countries
around  the  world  as  well  as  political  shifts that may be taking place. 
Despite  growing  economic problems around the globe during the second half of
1998,  performance  for the Series continued to be strong for the year, as the
International Series outperformed the Morgan Stanley Capital International All
Country World Index ex US , a widely used foreign markets index.

The  Series  has held large portions of its portfolio in European stocks since
its  inception,  and  these holdings have been mainly responsible for the high
returns  the Series has earned in the last few years relative to international
stock  indices.    Until  recently,  the  Asian crisis did not have much of an
impact  on  Europe,  which was seen as more insulated from the Asian economies
than  other parts of the world.  As has happened around the world, the markets
in  Europe  had  begun  to  fall in response to the problems in Asia and other
emerging  markets,  such as Russia.  Although economic growth in the region is
expected  to slow, strong performance continued in European markets during the
fourth  quarter.    Furthermore,  in the current environment of low inflation,
interest  rates  continued  to  fall.    Restructuring  at  the  corporate and
government level should continue to expand profit margins and keep rates low. 
Looking  ahead,  January  1,  1999,  begins  the  era  of  the single European
currency,  the  euro.   A single European Central Bank will become responsible
for  monetary policy across eleven member countries.  Interest rates have been
unified  at a low level while providing an increasingly level playing field in
terms  of  cross-border  regulations.  This environment will allow for greater
productivity  and  the  potential  for  earnings  growth.    While returns for
European  markets  have  been  strong,  we  believe  that  Europe  still  has
significant  potential  and  that  European economies will continue to grow as
companies  restructure  and  as  governments  implement more business-friendly
policies.

The  Series' small holdings in Hong Kong represent companies in mainland China,
which  has  been  somewhat  insulated from the economic troubles of many other
Asian nations.  Because the government controlled the growth of investment and
consumption  by a greater extent than is the case in other Asian countries, it
has  been able to continue its industrialization plan in the face of the Asian
currency  crisis.    Recently, the Chinese have affirmed their commitment to a
stable  exchange  rate  policy  to  avoid the consequences of devaluation, and
their  trade account is actually showing a surplus.  We expect growth in China
to  continue  to  be  good,  as  the Chinese are taking more concrete steps to
reform their economy.

In  Southeast  Asia,  the  Series  investments  include holdings in Indonesia,
Malaysia,  and Thailand.  These stocks were purchased after the initial phases
of the Asian crisis had led to currency devaluations and steep declines in the
prices  of  many  stocks.  These countries continue to face massive bad debts,
high  levels of bankruptcies, and many related problems.  We expect it to take
several  years  for these countries to work out their problems, but we believe
that  the  selected  stocks  in the International Series offer a great deal of
value  over  the long term.  Southeast Asian securities represented only about
1.6% of the equity investments in the International Series at the end of 1998.

We recently sold the Series' holdings in Japan due to fears of further economic
contraction and an

expectation that the yen would weaken substantially.  Higher interest rates of
late  will  continue to stifle growth, and the Japanese governments attempt to
stimulate the economy via extensive spending increases and tax cuts will

1
<PAGE>

Management Discussion and Analysis

result  in  severe  damage  to  their finances.  Furthermore, their deficit is
approaching double digits as a percent of GDP, and their gross government debt
is  now  greater  than  GDP.  We believe that Japan needs to make some painful
reforms in order to strengthen its economy.

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 prosperous 1999.

Sincerely,

Exeter Asset Management

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

Portfolio Allocation by Country*
<TABLE>

<CAPTION>



<S>        <C>

France     32.71%
Germany    27.77%
Hong Kong   2.60%
Indonesia   0.23%
Italy      20.97%
Malaysia    1.44%
Spain      14.24%
Thailand    0.04%
</TABLE>

*As a percentage of common stocks.

2
<PAGE>


Update as of December 31, 1998

<TABLE>

<CAPTION>



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

                                 Exeter Fund, Inc.
                                 International Series
                                 Total Return
                                 ---------------------          
Through      Growth of $10,000                          Average
12/31/98     Investment          Cumulative             Annual

One Year     $           12,363                 23.63%    23.63%
Five Year    $           17,204                 72.04%    11.46%
Inception 2  $           22,983                129.83%    14.00%
</TABLE>



<TABLE>

<CAPTION>



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

                                 S&P 500 Total Return Index
                                 Total Return
                                 ---------------------------          
Through      Growth of $10,000                                Average
12/31/98     Investment          Cumulative                   Annual

One Year     $          $12,858                       28.58%    28.58%
Five Year    $           29,375                      193.75%    24.04%
Inception 2  $           34,398                      243.98%    21.48%
</TABLE>



<TABLE>

<CAPTION>



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

             Morgan Stanley
             Capital International World Index
                                                 Total Return
                                                 -------------          
Through      Growth of $10,000                                  Average
12/31/98     Investment                          Cumulative     Annual

One Year     $                          $12,434         24.34%    24.34%
Five Year    $                           20,719        107.19%    15.68%
Inception 2  $                           25,075        150.75%    15.58%
</TABLE>



<TABLE>

<CAPTION>



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

             Morgan Stanley Capital International
             All Country World Index ex US
                                                    Total Return
Through      Growth of $10,000                                     Average
12/31/98     Investment                             Cumulative     Annual

One Year     $                             $11,409         14.09%    14.09%
Five Year    $                              14,384         43.84%     7.54%
Inception 2  $                              18,544         85.44%    10.21%
</TABLE>



The  value  of a $10,000 investment in the Exeter fund, Inc.  -  International
Series  from  its inception (8/27/92) to present (12/31/98) as compared to the
Standard  &  Poors  (S&P)  500  Total Return Index, the Morgan Stanley Capital
International  World  Index  and  the Morgan Stanley Capital International All
Country World Index ex US.1

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

<TABLE>

<CAPTION>



<S>       <C>                                          <C>

Date      Exeter Fund, Inc.  -  International Series   S&P 500 Total Return Index

08/27/92  $                                    10,000  $                    10,000
12/31/92                                       10,598                       10,643
12/31/93                                       13,359                       11,709
12/31/94                                       11,425                       11,868
12/31/95                                       11,898                       16,312
12/31/96                                       14,557                       20,052
12/31/97                                       18,589                       26,959
12/31/98                                       22,983                       34,398

</TABLE>



<TABLE>

<CAPTION>



<S>       <C>                          <C>

Date      Morgan Stanley Capital        Morgan Stanley Capital International 
           International World Index   All Country World Index ex US

                                                                              
08/27/92  $                    10,000  $                          10,000
12/31/92                        9,880                              9,510
12/31/93                       12,103                             12,892
12/31/94                       12,717                             13,808
12/31/95                       15,351                             14,985
12/31/96                       17,421                             15,981
12/31/97                       20,167                             16,254
12/31/98                       25,075                             18,544

</TABLE>



1The  Standard  &  Poor's  (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  Morgan  Stanley  Capital  International  World  Index  is  a  market
capitalization-weighted  measure of the total return of 2,440 companies listed
on  the  stock  exchanges  of  48  countries.  The  Morgan  Stanley  Capital
International  All  country  World  Index  ex  US  is  a
market-capitalization-weighted  measure of the total return of 2,068 companies
listed  on  the  stock  exchanges  of 46 countries. The Morgan Stanley Capital
International  World  Index and the Morgan Stanley Capital International World
Index  ex  US  are  denominated  in  U.S.  Dollars. The Indices returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees or
expenses.

2Performance  numbers  for the Fund and Indices are calculated from August 27,
1992,  the  Funds  inception date. The Funds performance is historical and may
not be indicative of future results.

3
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>


<S>                                      <C>     <C>

                                                 Value
                                         Shares  (Note 2)

COMMON STOCK - 95.86%

FRANCE - 31.35%

AEROSPACE & MILITARY TECHNOLOGY - 0.31%
Thomson CSF                              14,389  $  614,836 
                                                 -----------

AUTOMOBILES - 0.58%
PSA Peugeot Citroen                       7,545   1,161,965 
                                                 -----------

BANKING - 2.67%
Banque Nationale de Paris                18,100   1,483,006 
Compagnie Financiere de Paribas          19,733   1,706,392 
Societe Generale                         13,155   2,119,615 
                                                 -----------
                                                  5,309,013 
                                                 -----------

BEVERAGE & TOBACCO - 1.16%
LVMH (Louis Vuitton Moet Hennessy)       11,764   2,316,476 
                                                 -----------

BUILDING MATERIALS & COMPONENTS - 0.63%
Lafarge SA                               13,327   1,259,924 
                                                 -----------

BUSINESS & PUBLIC SERVICES - 2.26%
Vivendi                                  17,249   4,452,967 
Vivendi  warrants (Exp. 5/2/2001)        16,992      43,866 
                                                 -----------
                                                  4,496,833 
                                                 -----------

CHEMICALS - 2.15%
L'Air Liquide                            16,356   2,984,823 
Rhone-Poulenc - SA                       25,300   1,295,469 
                                                 -----------
                                                  4,280,292 
                                                 -----------

ELECTRICAL & ELECTRONICS - 1.31%
Alcatel Alsthom                          21,353   2,600,355 
                                                 -----------

ENERGY SOURCES - 3.43%
Elf Aquitaine SA                         37,335   4,294,042 
Total SA - B                             25,288   2,548,288 
                                                 -----------
                                                  6,842,330 
                                                 -----------

FINANCIAL SERVICES - 0.26%
Societe Eurafrance SA                       780     513,823 
                                                 -----------

FOOD & HOUSEHOLD PRODUCTS - 1.48%
Groupe Danone                            10,381   2,957,173 
                                                 -----------

</TABLE>

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



4
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



<S>                               <C>     <C>

                                          Value
                                  Shares  (Note 2)
FRANCE (continued)

HEALTH & PERSONAL CARE - 4.57%
Sanofi SA                         11,667  $1,911,017 
L'Oreal                           10,013   7,202,167 
                                          -----------
                                           9,113,184 
                                          -----------

INDUSTRIAL COMPONENTS - 0.31%
Michelin-B                        15,313     609,334 
                                          -----------

LEISURE & TOURISM - 0.52%
Accor SA                           4,809   1,035,995 
                                          -----------

MACHINERY & ENGINEERING - 0.41%
Schneider SA                      13,595     820,534 
                                          -----------

MATERIALS & COMMODITIES - 1.12%
Compagnie de Saint-Gobain         15,911   2,235,075 
                                          -----------

MERCHANDISING - 4.20%
Carrefour Supermarche SA           6,048   4,542,960 
Casino Guichard-Perrachon SA      10,600   1,098,364 
Pinault-Printemps-Redoute SA       7,500   1,426,100 
Promodes                           1,800   1,302,398 
                                          -----------
                                           8,369,822 
                                          -----------

MULTI-INDUSTRY - 3.98%
AXA                               27,573   3,976,368 
Chargeurs SA                       1,235      67,943 
Suez Lyonnaise des Eaux           17,368   3,549,844 
Pathe SA                           1,235     343,012 
                                          -----------
                                           7,937,167 
                                          -----------

TOTAL FRENCH SECURITIES
   (Identified Cost $30,664,468)          62,474,131 
                                          -----------

GERMANY - 26.62%

AIRLINES - 0.26%
Deutsche Lufthansa AG             23,700     524,571 
                                          -----------

BANKING - 3.02%
HypoVereinsbank AG                49,730   3,926,225 
Dresdner Bank AG                  50,000   2,090,580 
                                          -----------
                                           6,016,805 
                                          -----------

</TABLE>



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

5
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>




<S>                                   <C>        <C>

                                                 Value
                                      Shares     (Note 2)
GERMANY (continued)

BUSINESS & PUBLIC SERVICES - 1.48%
SAP AG                                    6,850  $ 2,954,367 
                                                 ------------

CHEMICALS - 1.76%
Bayer AG                                 83,750    3,509,246 
                                                 ------------

ELECTRICAL & ELECTRONICS - 3.95%
Siemens AG                              120,000    7,871,123 
                                                 ------------

INSURANCE - 4.30%
Allianz AG                               23,070    8,568,023 
                                                 ------------

MACHINERY & ENGINEERING - 3.75%
Mannesmann AG                            57,250    6,610,148 
MAN AG                                    2,902      860,486 
                                                 ------------
                                                   7,470,634 
                                                 ------------

MATERIALS & COMMODITIES - 0.50%
Degussa AG                               17,900      986,466 
                                                 ------------

MULTI-INDUSTRY - 1.00%
Viag AG                                   3,356    1,980,156 
                                                 ------------

TELECOMMUNICATIONS - 2.30%
Deutsche Telekom AG                     140,000    4,591,488 
                                                 ------------

UTILITIES - GAS & ELECTRIC - 4.30%
RWE AG                                   75,810    4,177,877 
VEBA AG                                  74,150    4,383,991 
                                                 ------------
                                                   8,561,868 
                                                 ------------

TOTAL GERMAN SECURITIES
   (Identified Cost $25,460,382)                  53,034,747 
                                                 ------------

HONG KONG - 2.49%

BROADCAST SERVICES - 0.65%
Television Broadcasts Ltd.              500,000    1,291,000 
                                                 ------------

ENERGY SOURCES - OIL/GAS - 0.35%
Shanghai Petrochemical Co. Ltd.       7,750,000      700,367 
                                                 ------------

INVESTMENT HOLDING COMPANIES - 0.94%
Hutchison Whampoa Ltd.                  265,000    1,873,080 
                                                 ------------

MULTI-INDUSTRY - 0.54%
Citic Pacific Ltd.                      500,000    1,077,985 
                                                 ------------

</TABLE>



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



6
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>




<S>                                     <C>        <C>

                                                   Value
                                        Shares        (Note 2)
HONG KONG (continued)

WHOLESALE - SPECIAL LINES - 0.01%
Goldlion Holdings Ltd.                    200,000  $   15,234 
                                                   -----------

TOTAL HONG KONG SECURITIES
   (Identified Cost $6,882,952)                     4,957,666 
                                                   -----------

INDONESIA - 0.22%

BUILDING MATERIAL & COMPONENTS - 0.07%
PT Barito Pacific Timber                3,425,000     149,844 
                                                   -----------

TEXTILES & APPAREL - 0.15%
Great River International               8,600,000     295,625 
                                                   -----------

TOTAL INDONESIAN SECURITIES
   (Identified Cost $3,765,253)                       445,469 
                                                   -----------

ITALY - 20.10%

BUILDING MATERIAL & COMPONENTS - 0.46%
Italcementi S.p.A.                         83,600     922,193 
                                                   -----------

CONSTRUCTION & HOUSING - 0.26%
Sirti S.p.A.                               86,500     522,704 
                                                   -----------

ENERGY SOURCES - OIL/GAS - 3.64%
Edison S.p.A.                             104,000   1,226,965 
ENI S.p.A                                 921,940   6,034,909 
                                                   -----------
                                                    7,261,874 
                                                   -----------

FINANCIAL SERVICES - 4.16%
Banca Commerciale Italiana                352,000   2,432,158 
Banca Intesa S.p.A.                       120,100     721,739 
Uncredito Italiano S.p.A.                 489,000   2,903,071 
Istituto Bancario San Paolo di Torina     126,800   2,244,122 
                                                   -----------
                                                    8,301,090 
                                                   -----------

FOOD & HOUSEHOLD PRODUCTS - 0.27%
Parmalat Finanziaria S.p.A.               280,080     536,430 
                                                   -----------

INSURANCE - 3.25%
Assicurazioni Generali                    143,104   5,984,738 
SAI S.p.A.                                 40,400     487,280 
                                                   -----------
                                                    6,472,018 
                                                   -----------

MULTI-INDUSTRY - 0.56%
Pirelli S.p.A.                            348,000   1,116,836 
                                                   -----------

</TABLE>



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

7
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



<S>                                              <C>        <C>

                                                            Value
                                                 Shares     (Note 2)
ITALY (continued)

RETAIL - SPECIALTY STORES - 0.28%
La Rinascente S.p.A.                                55,000  $   566,537 
La Rinascente S.p.A. warrants (Exp. 11/30/1999)      2,250        4,773 
                                                            ------------
                                                                571,310 
                                                            ------------

TELECOMMUNICATIONS - 6.46%
Telecom Italia S.p.A.                              588,890    5,032,660 
Telecom Italia Mobile S.p.A.                     1,060,000    7,838,085 
                                                            ------------
                                                             12,870,745 
                                                            ------------ 
TEXTILES & APPAREL - 0.35%
Benetton Group S.p.A.                              332,520      671,129 
                                                            ------------

UTILITIES - GAS & ELECTRIC - 0.41%
Italgas S.p.A.                                     150,000      813,235 
                                                            ------------

TOTAL ITALIAN SECURITIES
   (Identified Cost $19,248,421)                             40,059,564 
                                                            ------------

MALAYSIA - 1.38%

BUILDING MATERIALS & COMPONENTS - 0.40%
Jaya Tiasa Holdings Bhd**                          850,000      790,730 
                                                            ------------

MULTI-INDUSTRY - 0.98%
Kumpulan Guthrie Bhd**                           2,277,000    1,027,654 
Sime Darby Bhd**                                 1,160,000      931,671 
                                                            ------------
                                                              1,959,325 
                                                            ------------

TOTAL MALAYSIAN SECURITIES
   (Identified Cost $5,708,601)                               2,750,055 
                                                            ------------

SPAIN - 13.66%

BEVERAGE & TOBACCO - 0.27%
Tabacalera SA                                       21,330      537,279 
                                                            ------------

CONSTRUCTION & HOUSING - 0.56%
Dragados & Construcciones SA                        11,988      441,138 
Fomento de Construcciones y Contratas SA             9,108      676,085 
                                                            ------------
                                                              1,117,223 
                                                            ------------

ENERGY SOURCES - OIL/GAS - 1.03%
Repsol SA                                           38,365    2,043,417 
                                                            ------------

FINANCIAL SERVICES - 4.62%
Banco Bilbao Vizcaya SA                            254,610    3,985,945 

</TABLE>



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

8
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



<S>                                             <C>        <C>

                                                           Value
                                                Shares     (Note 2)
SPAIN (continued)
FINANCIAL SERVICES (continued)
Banco Central Hispanoamericano SA                 113,328  $  1,343,578 
Banco Santander SA                                114,931     2,280,406 
Corporacion Bancaria de Espana SA (Argentaria)     62,048     1,604,394 
                                                           -------------
                                                              9,214,323 
                                                           -------------

METAL - STEEL - 0.14%
Acerinox SA                                        11,715       272,420 
                                                           -------------

MULTI-INDUSTRY - 0.26%
Autopistas Concesionaria Espanola SA               31,358       520,698 
                                                           -------------

REAL ESTATE - 0.04%
Inmobiliaria Metropolitana Vasco Central SA         2,368        70,977 
                                                           -------------

TELECOMMUNICATIONS - 2.50%
Telefonica SA                                     110,009     4,884,087 
Telefonica SA bonus rights (Exp. 1/30/1999)       110,009        97,527 
                                                           -------------
                                                              4,981,614 
                                                           -------------

UTILITIES - GAS & ELECTRIC - 4.24%
Endesa SA                                         116,840     3,091,044 
Gas Natural SDG - E SA                             19,972     2,171,080 
Iberdrola SA                                      122,474     2,287,885 
Union Electrica Fenosa SA                          52,126       900,392 
                                                           -------------
                                                              8,450,401 
                                                           -------------

TOTAL SPANISH SECURITIES
   (Identified Cost $9,340,231)                              27,208,352 
                                                           -------------

THAILAND - 0.04%

FOOD & HOUSEHOLD PRODUCTS - 0.04%
Songkla Canning Public Co. Ltd. (Identified
      Cost $24,031)                                38,100        73,822 
                                                           -------------

TOTAL COMMON STOCK
   (Identified Cost $101,094,339)                           191,003,806 
                                                           -------------

SHORT-TERM INVESTMENTS - 2.82%
Dreyfus Treasury Cash Management Fund
     (Identified Cost $5,616,807)               5,616,807     5,616,807 
                                                           -------------

TOTAL INVESTMENTS - 98.66%
   (Identified Cost $106,711,146)                           196,620,613 
                                                           -------------

</TABLE>



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

9
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



<S>                                     <C>

                                        Value
                                        (Note 2)
                                        -------------
OTHER ASSETS, LESS LIABILITIES - 1.34%     2,638,211 
                                        -------------

NET ASSETS -100%                        $199,258,824 
                                        =============

</TABLE>



**Securities have been determined to be illiquid, and have been valued at fair
value by the Advisor.

Federal Tax Information:

At  December  31,  1998,  the net unrealized appreciation (based on identified
cost for federal income tax purposes of $107,045,024)was as follows:

<TABLE>

<CAPTION>




<S>                            <C>

Unrealized appreciation        $98,141,667 

Unrealized depreciation         (8,566,078)
                               ------------

UNREALIZED APPRECIATION - NET  $89,575,589 
                               ============


</TABLE>



For  its  fiscal  year  ended  December  31,  1998, the total amount of income
received  by the fund from sources within foreign countries and possessions of
the  United  States was $0.092 per share (representing a total of $3,634,764).
The  total  amount  of taxes paid by the Fund to such countries was $0.037 per
share (representing a total of $467,953).

Industry Concentration (as a percent of net assets)

<TABLE>

<CAPTION>




<S>                              <C>

                                 Percent
                                 of Net Assets
INDUSTRY CONCENTRATION

Aerospace & Military Technology           0.31%
Airlines                                  0.26%
Automobiles                               0.58%
Banking                                   5.69%
Beverage & Tobacco                        1.43%
Broadcast Services                        0.65%
Building Materials & Components           1.57%
Business & Public Services                3.74%
Chemicals                                 3.91%
Construction & Housing                    0.82%
Electrical & Electronics                  5.26%
Energy Sources                            8.45%
Financial Services                        9.04%
Food & Household Products                 1.79%
Health & Personal Care                    4.57%
Industrial Components                     0.31%
Insurance                                 7.55%
Investment Holding Companies              0.94%
Leisure & Tourism                         0.52%
Machinery & Engineering                   4.16%
Materials & Commodities                   1.62%
Merchandising                             4.20%
Metals-Steel                              0.14%
Multi-Industry                            7.32%
Real Estate                               0.04%
Retail                                    0.28%
Telecommunications                       11.26%
Textiles & Apparel                        0.50%
Utilities - Gas & Electric                8.95%
Wholesale - Special Lines                 0.01%
                                 --------------
TOTAL COMMON STOCK                       95.86%
                                 ==============

</TABLE>



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

10
<PAGE>

Statement of Assets and Liabilities

DECEMBER 31, 1998

<TABLE>

<CAPTION>



<S>                                                             <C>

ASSETS:

Investments, at value (identified cost $106,711,146)(Note 2)    $196,620,613 
Cash                                                               2,348,530 
Foreign currency, at value (cost $234,985)                           235,292 
Foreign tax reclaims receivable                                      517,821 
Receivable for fund shares sold                                      104,050 
Dividends receivable                                                  12,862 
                                                                -------------

TOTAL ASSETS                                                     199,839,168 
                                                                -------------

LIABILITIES:

Accrued management fee (Note 3)                                      163,413 
Accrued Directors' fees (Note 3)                                       3,310 
Payable for open forward foreign currency exchange  contracts
  (Note 2)                                                           301,699 
Payable for fund shares repurchased                                   87,808 
Audit fee payable                                                     20,719 
Other payables and accrued expenses                                    3,395 
                                                                -------------

TOTAL LIABILITIES                                                    580,344 
                                                                -------------

NET ASSETS FOR 12,794,862 SHARES
   OUTSTANDING                                                  $199,258,824 
                                                                =============

NET ASSETS CONSIST OF:

Capital stock                                                   $    127,949 
Additional paid-in-capital                                       109,040,855 
Undistributed net investment income                                 (343,512)
Accumulated net realized gain on investments                         799,934 
Net unrealized appreciation on investments, foreign currency,
      forward foreign currency exchange contracts, and other
      assets and liabilities                                      89,633,598 
                                                                -------------

TOTAL NET ASSETS                                                $199,258,824 
                                                                =============

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($199,258,824/12,794,862 shares)                                $      15.57 
                                                                =============

</TABLE>



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

11
<PAGE>






Statement of Operations

FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>

<CAPTION>



<S>                                                         <C>

INVESTMENT INCOME:

Dividends (net of withholding $467,953)                     $ 3,166,811 
Interest                                                        397,729 
                                                            ------------

Total Investment Income                                       3,564,540 
                                                            ------------

EXPENSES:

Management fee (Note 3)                                       2,085,472 
Directors' fees (Note 3)                                          6,700 
Custodian fee                                                   169,526 
Audit fee                                                        30,799 
Miscellaneous                                                    42,525 
                                                            ------------

Total Expenses                                                2,335,022 
                                                            ------------

NET INVESTMENT INCOME                                         1,229,518 
                                                            ------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain (loss) on -
    Investments (identified cost basis)                       7,161,287 
     Foreign currency and forward foreign currency
         exchange contracts                                  (2,904,945)
                                                            ------------

Net realized gain on investments                              4,256,342 
                                                            ------------

Net change in unrealized appreciation (depreciation) on -
   Investments                                               41,165,605 
   Foreign currency, forward foreign currency exchange
       contracts, and other assets and liabilities           (1,018,189)
                                                            ------------

Net change in unrealized appreciation on investments         40,147,416 
                                                            ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                            44,403,758 
                                                            ------------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                          $45,633,276 
                                                            ============

</TABLE>



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

12
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>




<S>                                          <C>            <C>

                                             For the        For the
                                             Year Ended     Year Ended
                                                 12/31/98       12/31/97 
                                             -------------  -------------

INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:

Net investment income                        $  1,229,518   $  2,131,517 
Net realized gain on investments                4,256,342     18,953,046 
Net change in unrealized appreciation on
   investments                                 40,147,416     20,653,854 
                                             -------------  -------------

Net increase from operations                   45,633,276     41,738,417 
                                             -------------  -------------

DISTRIBUTIONS TO SHAREHOLDERS
    (NOTE 2):

From net investment income                     (1,375,610)    (2,124,831)
From net realized gain on investments          (5,728,238)   (19,807,200)
                                             -------------  -------------

Total distributions to shareholders            (7,103,848)   (21,932,031)
                                             -------------  -------------

CAPITAL STOCK ISSUED AND
 REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5)                      (38,526,473)    30,118,134 
                                             -------------  -------------

Net increase in net assets                          2,955     49,924,520 

NET ASSETS:

Beginning of year                             199,255,869    149,331,349 
                                             -------------  -------------

END OF YEAR (including undistributed net
   investment income of ($343,512) and
   ($51,917),  respectively)                 $199,258,824   $199,255,869 
                                             =============  =============

</TABLE>



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

13
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>




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

                                                      For the Years
                                           12/31/98         12/31/97    12/31/96    12/31/95    12/31/94 
                                          ----------  ---------------  ----------  ----------  ----------

PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):

NET ASSET VALUE - BEGINNING  OF  PERIOD   $   13.08   $        11.54   $    9.57   $    9.54   $   11.33 
                                          ----------  ---------------  ----------  ----------  ----------


Income from investment operations:
   Net investment income                      0.097            0.154       0.156       0.123       0.143 
   Net realized and unrealized gain
      (loss) on investments                   2.948            2.992       1.976       0.262      (1.784)
                                          ----------  ---------------  ----------  ----------  ----------

Total from investment operations              3.045            3.146       2.132       0.385      (1.641)
                                          ----------  ---------------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income                (0.109)          (0.150)     (0.143)     (0.118)         -- 
   From paid-in-capital                          --               --          --      (0.160)         -- 
   From net realized gain on
       investments                           (0.446)          (1.456)     (0.019)     (0.077)     (0.149)
                                          ----------  ---------------  ----------  ----------  ----------

Total distributions to shareholders          (0.555)          (1.606)     (0.162)     (0.355)     (0.149)
                                          ----------  ---------------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD           $   15.57   $        13.08   $   11.54   $    9.57   $    9.54 
                                          ==========  ===============  ==========  ==========  ==========

Total return1                                 23.63%           27.70%      22.35%       4.14%    (14.48)%

Ratios to average net assets
    Supplemental Data:
    Expenses                                   1.12%            1.08%       1.12%       1.20%       1.18%
    Net investment income                      0.59%            1.18%       1.46%       1.42%       1.38%

Portfolio turnover                                0%              10%          2%         14%         31%

NET ASSETS - END OF PERIOD
 (000'S OMITTED)                          $ 199,259   $      199,256   $ 149,331   $ 128,294   $  85,964 
                                          ==========  ===============  ==========  ==========  ==========

</TABLE>



1Represents aggregate total return for the period indicated.

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

14
<PAGE>

Notes to Financial Statements

1.      ORGANIZATION
International  Series  (the  "Fund")  is  a  no-load non-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.

Shares of the Fund are offered to investors, clients, and employees of Manning
& Napier Advisors, Inc. (the Advisor) and its affiliates. 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 December 31, 1998, 940 million
shares have been designated in total among 19 series, of which 50 million have
been designated as International Series Common Stock.

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

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  approved  by and under the general
supervision 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

 15
<PAGE>

Notes to Financial Statements

     SIGNIFICANT ACCOUNTING POLICIES (continued)

FEDERAL INCOME TAXES (continued)
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 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 or
character reclassification between net income and net gains.  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.

For the year ended December 31, 1998, the Fund distributed $5,797,005 of
long-term capital gains.

        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) purchase 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
investment that result from fluctuations in foreign currency exchange rates is
not separately stated.

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

     16
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS (continued)
All forward foreign currency contracts are adjusted daily by the exchange rate
of  the underlying currency and, for financial statement purposes, any gain or
loss is recorded as unrealized gain or loss until a contract has been closed. 
Realized and unrealized gain or loss arising from a transaction is included in
net  realized  and  unrealized  gain  (loss) from foreign currency and forward
foreign currency exchange contracts.

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

The  notional  or  contractual  amount  of  these  instruments  represents the
investment  the  Fund  has  in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.    The
measurement  of  the  risks  associated with forward foreign currency exchange
contracts  is meaningful only when all related and offsetting transactions are
considered.    A  summary of obligations for forward foreign currency exchange
contracts outstanding as of December 31, 1998 is as follows:

<TABLE>

<CAPTION>



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

                                                       Unrealized
Settlement  Contracts       In Exchange   Contracts    Appreciation/
Date        to Deliver      For           At Value      (Depreciation)
- ----------  --------------  ------------  -----------  ---------------

01/08/99    Japanese Yen    $  4,853,245  $ 5,158,908  $     (305,663)
01/22/99    Deutsche Marks  $ 26,340,996  $26,385,597  $      (44,601)
01/22/99    French Francs   $ 29,278,394  $29,229,829  $       48,565 
                                                       ---------------
                                          Total        $     (301,698)
                                                       ===============
</TABLE>



On  December 31, 1998, the Fund had sufficient cash and/or securities to cover
any commitments under these contracts.

        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 the 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 the Advisor, for which
the  Fund pays a fee, computed daily and payable monthly, at an annual rate of
1% of the Fund's average daily net assets.  The fee amounted to $2,085,472 for
the year ended December 31, 1998.


17
<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 also acts as the transfer, dividend paying and shareholder
servicing  agent  for  the Fund.  These services are provided at no additional
cost to the Fund.

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 $6,700 for the
year ended December 31, 1998.

4.      PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$100,323 and $43,183,088, respectively.

5.      CAPITAL STOCK TRANSACTIONS

Transactions in shares of International Series were:

<TABLE>

<CAPTION>




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

             For the Year                    For the Year
             Ended 12/31/98                  Ended 12/31/97
             ---------------                 ---------------               

             Shares           Amount         Shares           Amount

Sold              1,300,678   $ 19,592,425        1,557,079   $ 21,366,816 
Reinvested          480,490      6,973,915        1,695,615     21,716,296 
Repurchased      (4,221,337)   (65,092,813)        (956,763)   (12,964,978)
             ---------------  -------------  ---------------  -------------
Total            (2,440,169)  $(38,526,473)       2,295,931   $ 30,118,134 
             ===============  =============  ===============  =============
</TABLE>



6.      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.

18
<PAGE>

Independent Accountants' Report

TO  THE  SHAREHOLDERS  AND  THE  BOARD  OF  DIRECTORS  OF  EXETER FUND, INC. -
INTERNATIONAL SERIES:

In  our  opinion,  the  accompanying  statements  of  assets  and liabilities,
including  the  portfolio  of  investments,  and  the  related  statements  of
operations  and  changes  in  net  assets and the financial highlights present
fairly,  in  all material respects, the financial position of the Exeter Fund,
Inc. (formerly Manning & Napier Fund, Inc.) - International Series at December
31,  1998,  the  results of its operations, the changes in its net assets, and
its  financial  highlights  for  each  of  the  periods  indicated therein, in
conformity  with  generally  accepted  accounting  principles. These financial
statements  and  financial  highlights  (hereafter  referred  to  as financial
statements) are the responsibility of the Funds management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted  our  audits  of  these  financial  statements  in  accordance  with
generally  accepted  auditing standards which 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, assessing the accounting principles used  and significant 
estimates made by management, and evaluating the overall financial  statement
presentation. We believe that our audits, which included confirmation  of 
securities  at  December 31, 1998 by correspondence with the custodian  and 
brokers,  provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
February 5, 1999

19
<PAGE>
<PAGE>



Exeter Fund, Inc.

World Opportunities Series

Annual Report
December 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The  World  Opportunities Series invests in stocks of companies throughout the
world,  with  the  objective of providing long-term growth.  Stocks are chosen
for the portfolio based on their long-term business prospects and valuations.

At  the  onset  of  the second half of 1998, the effect of the Asian crisis on
Latin  America  worsened,  causing  stocks  there  to  decline  sharply.  
Subsequently,  global  stocks  began  to rebound sharply, and emerging markets
benefited  along  with the developed countries.  A stabilization of currencies
and a return of current accounts to surpluses helped to generate an optimistic
view  for  some  of  these countries.  Accordingly, we have taken advantage of
opportunities  in  emerging  markets  where  stocks  had  been oversold to low
valuation  levels,  particularly Hong Kong and Singapore, as well as the Latin
American  countries.    At  the  end  of  the  year,  approximately 65% of the
portfolio  was  invested  in emerging markets. The Series performance reflects
the  difficulties  of  the  emerging markets, but we believe that the sell-off
that  has  occurred in emerging markets has created an outstanding opportunity
in this sector of the market, since many companies with strong businesses have
been driven to extremely low valuations.

In Asia, many countries continue to have massive debt problems, high levels of
bankruptcies,  and various related issues.  We expect it to take several years
for  these  countries  to  work  out  their  problems, but we believe that the
selected stocks in the Series offer a great deal of value over the long term. 
In contrast, we believe the situation in Latin America is quite different from
Asia, and that it will be much shorter in duration and depth of the downturn. 
Latin  American  economies  do not have the high levels of non-performing debt
that  many  Asian  countries do, nor do they have the excess capacity built up
over  years of excessive investment expenditures.  The markets are focusing on
a  potential  liquidity  crunch  because  their  debt  tends to be short-term.
Short-term  debt  must be rolled over more frequently, and this becomes harder
as  foreign  investors flee from Latin American investments.  We have recently
added to the Series' Latin American holdings, because we

1
<PAGE>
Management Discussion and Analysis

believe  that many stocks there have declined more than enough to discount the
risk involved and do not reflect the long-term upside of these companies.

Additionally,  approximately 17% of the Series stock portfolio was invested in
European  stocks at the end of December.  Recently, the markets in Europe have
fallen in response to the problems in Asia and other emerging markets, such as
Russia.    We believe the stocks owned by the Series still offer strong growth
potential, and that the downturn will be overcome as investors begin to take a
long-term view in Europe.

As  always it has been a pleasure helping you meet your investment objectives,
and  we  looks forward to helping you meet those goals in the future.  We hope
you and your family have a safe and prosperous 1999.

Sincerely,



Exeter Asset Management

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

Portfolio Allocation by Country*
<TABLE>

<CAPTION>



<S>             <C>

Argentina        2.6%
Australia        2.2%
Brazil           8.3%
Canada           7.0%
Chile            2.0%
China            6.3%
Finland          2.1%
Hong Kong       14.4%
Indonesia        0.3%
Malaysia         0.8%
Mexico          18.3%
Netherlands      7.6%
Peru             0.8%
Philippines      6.4%
Singapore        8.6%
South Africa     0.6%
Venezuela        2.8%
United Kingdom   7.5%
United States    1.4%


</TABLE>


*As a percentage of common stock

2
<PAGE>

Performance Update as of December 31, 1998

Exeter Fund, Inc. World Opportunities Series

<TABLE>

<CAPTION>



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

                                 Total Return
                                 -------------          

Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $            9,562         -4.38%    -4.38%
Inception 2  $           10,806          8.06%     3.40%
</TABLE>



<TABLE>

<CAPTION>




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


S&P 500 Total Return Index
                                                Total Return
                                                -------------          
Through                     Growth of $10,000                  Average
12/31/98                    Investment          Cumulative     Annual
One Year                    $           12,858         28.58%    28.58%
Inception 2                 $           19,619         96.19%    38.51%

</TABLE>



<TABLE>

<CAPTION>




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

Morgan Stanley
Capital International World Index
                                                       Total Return
Through                            Growth of $10,000                  Average
12/31/98                           Investment          Cumulative     Annual
One Year                           $           12,434         24.34%    24.34%
Inception 2                        $           15,639         56.39%    21.25%
</TABLE>



<TABLE>

<CAPTION>



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

Morgan Stanley Capital/International
All Country World Index ex U.S.
                                                          Total Return
                                                          -------------          
Through                               Growth of $10,000                  Average
12/31/98                              Investment          Cumulative     Annual
One Year                              $           11,409         14.09%    14.09%
Inception 2                           $           12,066         20.66%     8.43%
</TABLE>



The  value  of  a  $10,000  investment  in  the  Exeter  Fund,  Inc.  -  World
Opportunities  Series  from  its  inception  (9/6/96) to present (12/31/98) as
compared  to the Standard & Poor's (S&P) 500 Total Return Index and the Morgan
Stanley  Capital  International  World  Index,  and the Morgan Stanley Capital
International All Country World Index ex U.S. 1

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

<TABLE>

<CAPTION>



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

                                                                                 Morgan Stanley Capital/
          Exeter Fund, Inc. -        S&P 500 Total   Morgan Stanley Capital      International All Counrty
Date      World Opportunity Series   Return Index    International World Index   World Index ex U.S.
09/06/96  $                  10,000  $       10,000  $                   10,000  $                   10,000
12/31/96                     10,482          11,372                      10,865                      10,398
12/31/97                     11,301          15,165                      12,578                      10,576
12/31/98                     10,806          19,619                      15,639                      12,066

</TABLE>



1  The  Standard  &  Poors'  (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  Morgan  Stanley  Capital  International  World  Index  is  a  market
capitalization-weighted  measure of the total return of 2,440 companies listed
on  the  stock  exchanges  of  48  countries.    The  Morgan  Stanley  Capital
International  All  Country  World  Index  ex  U.S.  is  a
market-capitalization-weighted  measure of the total return of 2,068 companies
listed  on  the  stock  exchanges of 46 countries.  The Morgan Stanley Capital
International  World  Index  and  the Morgan Stanley Capital International All
Country  World  Index  ex  U.S. are denominated in U.S. Dollars.  The Indices'
returns  assume  reinvestment  of  dividends  and, unlike Fund returns, do not
reflect any fees or expenses.

2  Performance  numbers for the Fund and Indices are calculated from September
6,  1996, the Fund's inception date.  The Fund's performance is historical and
may not be indicative of future results.

3
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>




<S>                                                      <C>          <C>


                                                                      VALUE

                                                         SHARES           (NOTE 2)
                                                         -----------  ------------

COMMON STOCK - 96.91%

AMUSEMENT & RECREATIONAL SERVICES - 0.77%
  Resorts World Bhd. (Malaysia)**                          2,050,000  $ 1,654,039 
                                                                      ------------
APPLIANCES - 0.77%

  Brasmotor S.A. (Brazil)                                 16,800,000    1,668,462 
                                                                      ------------
BROADCAST SERVICES - 1.82%

  Television Broadcasts Ltd. (Hong Kong)                   1,525,000    3,937,550 
                                                                      ------------
CHEMICALS & ALLIED PRODUCTS - 3.40%

  Celltech plc* (United Kingdom)                             450,000    2,969,325 

  Orion-Yhtyma OY - B Shares (Finland)                       182,000    4,366,253 
                                                                      ------------

                                                                        7,335,578 
                                                                      ------------
                                                                      
COMPUTER EQUIPMENT - 4.73%

   Founder Hong Kong Ltd. (Hong Kong)                     24,246,000    5,383,873 

   Varitronix International Ltd. (Hong Kong)               2,578,000    4,825,887 
                                                                      ------------

                                                                       10,209,760 
                                                                      ------------
CONCRETE PRODUCTS - 1.80%

   Cemex S.A. - ADR (Mexico)                                 785,000    3,881,432 
                                                                      ------------

CRUDE PETROLEUM & NATURAL GAS - 5.64%

   Gulf Canada Resources Ltd.  -  ADR (Canada)             2,993,900    8,794,581 

   Petroleo Brasileiro S.A. (Petrobras)  -  ADR

   (Brazil)                                                  165,000    1,870,968 

   YPF Sociedad Anonima - ADR (Argentina)                     53,500    1,494,656 
                                                                      ------------

                                                                       12,160,205 
                                                                      ------------
DAIRY FARMS - 1.83%

  Dairy Farm International Holding Ltd. - ADR (Hong Kong)  3,437,000    3,952,550 
                                                                      ------------
DIAMONDS - 1.13%

  De Beers Centenary AG - ADR (South Africa)                 100,000    1,275,000 

  Fertilizantes Fosfatados S.A. - (Fosfertil) (Brazil)   451,100,000    1,157,338 
                                                                      ------------

                                                                        2,432,338 
                                                                      ------------
ELECTRONICS & ELECTRICAL EQUIPMENT - 6.47%

  Philips Electronics N.V. - ADR (Netherlands)               146,000    9,882,375 

  V-Tech Holdings Ltd. (Hong Kong)                           937,000    4,088,674 
                                                                      ------------

                                                                       13,971,049 
                                                                      ------------
</TABLE>


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

4
<PAGE>

Investment Portfolio -  December 31, 1998

<TABLE>

<CAPTION>



<S>                                                         <C>         <C>

                                                                        VALUE
                                                            SHARES      (NOTE 2)
FOOD & BEVERAGE - 23.25%

  Coca-Cola Amatil  (Australia)
                                                             1,236,370  $ 4,587,704 
  Coca-Cola Femsa S.A. - ADR (Mexico)
                                                               360,000    4,770,000 
  Compania Cervejaria Brahma - S.A. (Brazil)
                                                               550,000    5,190,625 
  Diageo plc (United Kingdom)
                                                               829,475    9,418,191 
  Fraser & Neave Ltd. (Singapore)
                                                             1,926,000    5,627,920 
  Grupo Industrail Maseca S.A. - ADR (Mexico)
                                                               193,400    2,405,413 
  NG Fung Hong Ltd. (Hong Kong)
                                                             2,704,000    2,426,150 
  Panamerican Beverages, Inc. - ADR (Mexico)
                                                               260,000    5,671,250 
  San Miguel Corp. (Philippines)
                                                             4,364,400    8,435,294 
  Vitasoy International Holdings Ltd. (Hong Kong)
                                                             4,508,000    1,644,101 
                                                                        ------------

                                                                         50,176,648 
                                                                        ------------



HOLDING COMPANIES  -  1.57%

   BTR plc - ADR (United Kingdom)                              415,625    3,395,365 
                                                                        ------------

HOTELS & MOTELS - 1.76%

   Mandarin Oriental International Ltd.  - ADR (Hong Kong)
                                                             6,014,000    3,788,820 
                                                                        ------------

INDUSTRIAL & COMMERCIAL MACHINERY - 2.95%

  Creative Technology Ltd. - ADR* (Singapore)
                                                               425,000    6,375,000 
                                                                        ------------
LEATHER & LEATHER PRODUCTS - 2.82%

  Gucci Group  - ADR (Netherlands)
                                                               125,000    6,078,125 
                                                                        ------------
PAPER & ALLIED PRODUCTS - 7.72%

  Aracruz Celulose S.A. - ADR (Brazil)
                                                               470,000    3,760,000 
  Asia Pulp & Paper Co. Ltd. - ADR (Singapore)
                                                               725,000    5,935,937 
  Industrias Klabin de Papel e Celulose S.A.  (Brazil)
                                                             3,370,000      641,481 
 Kimberly Clark de Mexico S.A.  -  ADR (Mexico)
                                                               400,000    6,319,680 
                                                                        ------------

                                                                         16,657,098 
                                                                        ------------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.37%

  Eastman Kodak Co. (United States)
                                                                41,000    2,952,000 
                                                                        ------------

PLASTICS MATERIALS - 2.45%
   Beijing Yanhua Petrochemical Co.  Ltd. (China)
                                                            19,040,000    1,720,645 
   Beijing Yanhua Petrochemical Co. Ltd. - ADR (China)
                                                                37,300      149,200 

   Shanghai Petrochemical Co. Ltd. (China)                  29,626,000    2,677,302 
   
   Shanghai Petrochemical Co. Ltd.  -  ADR (China)              86,000      731,000 
                                                                        ------------
                                                                          5,278,147 
                                                                        ------------

</TABLE>


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

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



<S>                                                            <C>                <C>

                                                               SHARES/PRINCIPAL   VALUE
                                                               AMOUNT             (Note 2)
                                                                                       


PRINTING & PUBLISHING - 1.89%

   South China Morning Post - ADR (Holdings) Ltd.  (China)             1,589,800  $  4,078,632 
                                                                                  -------------



TELECOMMUNICATION SERVICES - 17.81%

  Cia de Telecomunicaciones de Chile S.A. - ADR (Chile)                  120,000     2,482,500 

  Compania Anonima Nacional Telefonos de

  Venezuela (CANTV) - ADR (Venezuela)                                    330,000     5,878,125 

  Grupo Radio Centro S.A. - ADR (Mexico)                                 890,000     4,783,750 

  Grupo Televisa S.A. - ADR (Mexico)                                     225,000     5,554,688 

  Microcell Telecommunications, Inc. - ADR* (Canada)                     240,000     1,425,000 

  Philippine Long Distance Telephone Co. - ADR (Philippines)             187,000     4,850,313 

  Telecommunicacoes Brasileiras S.A. (Telebras) -

    ADR *(Brazil)                                                         40,000     2,907,500 

  Telecom Argentina S.A. - ADR (Argentina)                                70,000     1,925,000 

  Telefonica de Argentina S.A - ADR (Argentina)                           75,000     2,095,313 

  Telefonica del Peru S.A.A. - ADR (Peru)                                125,000     1,585,938 

  Telefonos de Mexico S.A. - ADR (Mexico)                                 45,000     2,190,938 
                                                         
  TV Azteca S.A. - ADR (Mexico)                                          410,000     2,741,875 
                                                                                   -------------

                                                                                    38,420,940 
                                                                                   -------------
TOBACCO - 0.33%

  PT Hanjaya Mandala Sampoerna (Indonesia)                             1,070,000       705,531 
                                                                                   -------------

TRANSPORTATION-RAILROAD - 3.78%

  Canadian National Railway Co. - ADR (Canada)                            85,000     4,409,375 

  Guangshen Railway Co. Ltd. - ADR (China)                               625,000     3,750,000 
                                                                                  -------------

                                                                                     8,159,375 
                                                                                  -------------
UTILITIES-ELECTRIC - 0.85%

  Enersis S.A. - ADR (Chile)                                              71,000     1,832,687 
                                                                                  -------------

TOTAL COMMON STOCK

(Identified Cost $209,554,895)                                                     209,101,331 
                                                                                  -------------

SHORT-TERM INVESTMENTS - 6.40%

  Federal National Mortgage Association Discount

    Note, 1/4/1999                                             $       9,000,000     8,996,295 


</TABLE>


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

6
<PAGE>

Investment Portfolio  -  December 31, 1998


<TABLE>

<CAPTION>




<S>                                       <C>               <C>


                                          SHARES/PRINCIPAL  VALUE

                                          AMOUNT                 (NOTE 2)

SHORT-TERM INVESTMENTS (continued)

  Dreyfus Treasury Cash Management Fund          4,818,627     4,818,627 

TOTAL SHORT-TERM INVESTMENTS

 (Identified Cost $13,814,922)                              $ 13,814,922 
                                                            -------------
TOTAL INVESTMENTS  -  103.31%

(Identified Cost $223,369,817)                               222,916,253 

OTHER ASSETS, LESS LIABILITIES - (3.31)%                      (7,137,785)
                                                            -------------
NET ASSETS -100%                                            $215,778,468 
                                                            =============
</TABLE>

*  Non-income producing security.
** Securities have been determined to be illiquid and have been valued at fair
   value by the Advisor.

Federal Tax Information:

At December 31, 1998, the net unrealized depreciation (based on identified
cost for federal income tax purposes of $227,363,489) was as follows:

<TABLE>

<CAPTION>




<S>                            <C>


Unrealized appreciation        $ 27,544,536 

Unrealized depreciation         (31,991,772)
                               -------------
UNREALIZED DEPRECIATION - NET  $ (4,447,236)
                               =============
</TABLE>



For its fiscal year ended December 31, 1998, the total amount of income
received by the Fund from sources within foreign countries and possessions of
the United States was $0.087 per share (representing a total of $3,675,575). 
The total amount of taxes paid by the Fund to such countries was $0.0067 per
share (representing a total of $157,869).

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

7
<PAGE>

Statement of Assets and Liabilities

DECEMBER 31, 1998

<TABLE>

<CAPTION>

<S>                                                             <C>


ASSETS:

Investments, at value (identified cost $223,369,817)
    (Note 2)                                                    $222,916,253 
Foreign currency, at value (cost $650,257)                           629,934 
Cash                                                                  67,929 
Dividends receivable                                                 156,319 
Receivable for fund shares sold                                      120,990 
                                                                -------------
TOTAL ASSETS                                                     223,891,425 
                                                                -------------
LIABILITIES:
Accrued management fee (Note 3)                                      181,933 
Accrued Directors' fees (Note 3)                                       3,200 
Payable for securities purchased                                   7,769,060 
Payable for fund shares repurchased                                  127,062 
Custodian fee payable                                                 15,399 
Audit fee payable                                                     12,002 
Other payables and accrued expenses                                    4,301 
                                                                -------------
TOTAL LIABILITIES                                                  8,112,957 
                                                                -------------
NET ASSETS FOR 25,249,242 SHARES
   OUTSTANDING                                                  $215,778,468 
                                                                =============
NET ASSETS CONSIST OF:
Capital stock                                                   $    252,493 
Additional paid-in-capital                                       218,836,671 
Undistributed net investment income                                  663,586 
Accumulated net realized loss on investments                      (3,500,434)
Net unrealized depreciation on investments, foreign currency,
      And other assets and liabilities                              (473,848)
                                                                -------------
TOTAL NET ASSETS                                                $215,778,468 
                                                                =============
NET ASSET VALUE, OFFERING PRICE AND
 REDEMPTION PRICE PER SHARE - CLASS A
  ($215,778,468/25,249,242 shares)                              $       8.55 
                                                                =============
</TABLE>


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

 8
<PAGE>

Statement of Operations

FOR THE FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>

<CAPTION>

<S>                                                                    <C>


INVESTMENT INCOME:

Dividends (net of withholding $157,869)                                $ 3,589,868 
Interest                                                                 1,105,451 
                                                                       ------------
Total Investment Income                                                  4,695,319 
                                                                       ------------

EXPENSES:
Management fee (Note 3)                                                  1,365,694 
Directors' fees (Note 3)                                                     6,700 
Custodian fee                                                              105,418 
Audit fee                                                                   26,499 
Registration and filing fees                                                19,473 
Miscellaneous                                                               25,766 
                                                                       ------------
Total Expenses                                                           1,549,550 
                                                                       ------------
NET INVESTMENT INCOME                                                    3,145,769 
                                                                       ------------
REALIZED AND UNREALIZED GAIN (LOSS)

   ON INVESTMENTS:

Net realized gain on -
    Investments (identified cost basis)                                 10,236,700 
    Foreign currency and forward foreign currency exchange contracts       886,391 
                                                                       ------------
Net realized gain on investments                                        11,123,091 
                                                                       ------------
Net change in unrealized appreciation (depreciation) on -

      Investments                                                        4,060,130 
      Foreign currency, forward foreign currency exchange contracts
         and other assets and liabilities                                 (469,833)
                                                                       ------------
Net change in unrealized appreciation on investments                     3,590,297 
                                                                       ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                       14,713,388 
                                                                       ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                     $17,859,157 
                                                                       ============
</TABLE>


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

9
<PAGE>

Statements of Changes in Net Assets

<TABLE>

<CAPTION>



<S>                                                   <C>               <C>


                                                       FOR THE YEAR     FOR THE YEAR

                                                      ENDED 12/31/98    ENDED 12/31/97
                                                     ----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:


Net investment income                                 $     3,145,769   $       733,858 
Net realized gain on investments                           10,471,176        11,636,976 
Net change in unrealized appreciation
   (depreciation) on investments                            4,242,212        (7,176,949)
                                                      ----------------  ----------------
Net increase from operations                               17,859,157         5,193,885 
                                                      ----------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):
From net investment income                                 (3,194,797)         (730,313)
From net realized gain on investments                     (14,305,423)      (11,273,357)
                                                      ----------------  ----------------
Total distributions to shareholders                       (17,500,220)      (12,003,670)
                                                      ----------------  ----------------
CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share
   Transactions (Note 5)                                  120,204,580        24,686,416 
                                                      ----------------  ----------------
Net increase in net assets                                120,563,517        17,876,631 
NET ASSETS:
Beginning of year                                          95,214,951        77,338,320 
                                                      ----------------  ----------------
END OF YEAR (including undistributed net investment
   income of $663,586 and $183,266 respectively)      $   215,778,468   $    95,214,951 
                                                      ================  ================
</TABLE>

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





10
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>



<S>                                         <C>               <C>               <C>
                                                                                FOR THE

                                            FOR THE           FOR THE           PERIOD 9/6/96

                                            YEAR              YEAR              (COMMENCEMENT OF OPERATIONS)

                                            ENDED 12/31/98    ENDED 12/31/97    TO 12/31/96
                                            ----------------  ----------------  -----------------------------



PER SHARE DATA (FOR A SHARE OUTSTANDING

  THROUGHOUT EACH PERIOD)

NET ASSET VALUE  -  BEGINNING  OF PERIOD    $          9.76   $         10.42   $                      10.00 
                                            ----------------  ----------------  -----------------------------
Income from investment operations:

   Net investment income                              0.121             0.086                          0.051 

   Net realized and unrealized gain (loss)

      on investments                               (0.593)1             0.669                          0.429 
                                            ----------------  ----------------  -----------------------------
Total from investment operations                     (0.472)            0.755                          0.480 
                                            ----------------  ----------------  -----------------------------

Less distributions to shareholders:

   From net investment income                        (0.135)           (0.086)                        (0.051)

   From net realized gain on investments             (0.603)           (1.329)                        (0.009)
                                            ----------------  ----------------  -----------------------------
Total distributions to shareholders                  (0.738)           (1.415)                        (0.060)
                                            ----------------  ----------------  -----------------------------
NET ASSET VALUE - END OF PERIOD             $          8.55   $          9.76   $                      10.42 
                                            ================  ================  =============================
Total return2                                        (4.38)%             7.81%                          4.82%

Ratios of expenses (to average net assets)

   Supplemental Data:

   Expenses                                            1.13%             1.15%                        1.17%3 

   Net investment income                               2.30%             0.79%                        1.54%3 

Portfolio turnover                                       52%               62%                             1%

NET ASSETS - END OF PERIOD (000'S OMITTED)  $       215,778   $        95,215   $                     77,338 
                                            ================  ================  =============================
</TABLE>



1The amount shown for a share outstanding does not correspond with the
 aggregate net gain on investments for the period due to the timing of shares
 and repurchases of fund shares in relation to fluctuating market values of the
 investment of the Fund.

2Represents aggregate total return for the period indicated.
3Annualized

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

11
<PAGE>

Notes to Financial Statements

1.  ORGANIZATION
World Opportunities Series (the "Fund") is a no-load non-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 Fund is authorized to issue five classes of shares (Class A, B, C, D, and
E). Currently, only Class A shares have been issued.  Each class of shares is
substantially the same, except that class-specific distribution and
shareholder servicing expenses are borne by the specific class of shares to
which they relate.

Shares of the Fund are offered to investors, employees, and clients of Manning
& Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 December 31, 1998, 940
million shares have been designated in total among 19 series, of which 37.5
million have been designated as World Opportunities Series Class A Common
Stock.

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

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  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.

12
<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  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 annually. 
Distributions  are  recorded  on  the  ex-dividend date.  Distributions of net
realized gains are made 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 or
character reclassification between net income and net gains.  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.

For  the  year  ended  December 31, 1998, the Fund distributed $9,016,844 of
long-term capital gains.

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) purchase 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
investment that result from fluctuations in foreign currency exchange rates is
not separately stated.

13
<PAGE>

Notes to Financial Statements

 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The  Fund  may purchase or sell forward foreign currency exchange contracts in
order  to  hedge a portfolio position or specific transaction. Risks may arise
if  the  counterparties  to  a  contract  are  unable to meet the terms of the
contract or if the value of the foreign currency moves unfavorably.

All  forward  foreign  currency  exchange  contracts are adjusted daily by the
exchange  rate  of  the  underlying  currency  and,  for  financial  statement
purposes,  any  gain  or  loss  is recorded as unrealized gain or loss until a
contract  has  been  closed  or settled.  Realized and unrealized gain or loss
arising  from  a  transaction  is included in net realized and unrealized gain
(loss) from foreign currency and forward foreign currency exchange contracts.

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

The  notional  or  contractual  amount  of  these  instruments  represents the
investment  the  Fund  has  in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.    The
measurement  of  the  risks  associated with forward foreign currency exchange
contracts  is meaningful only when all related and offsetting transactions are
considered.

At  December  31, 1998, the Fund had no open forward foreign currency exchange
contracts.

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

When  the  Fund  writes  a  call or put option, an amount equal to the premium
received  is  included in the Fund=s Statement of Assets and Liabilities as an
asset  and  an  equivalent  liability.    The  amount  of  the  liability  is
subsequently  marked-to-market  to  reflect  the  current  market value of the
option.    The  current market value of the option is the closing price or, in
the absence of a closing price, the bid price.

14
<PAGE>

Notes to Financial Statements

 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
    OPTIONS CONTRACTS (continued)
If a written option expires on its stipulated expiration date or if the Fund
enters into a closing transaction, a gain or loss is realized on the contract.
When  a  gain  or  loss  is  realized,  the liability related to such option
contract  is  extinguished.   If a written call option is exercised, a gain or
loss  is  realized  from  the  sale of the underlying security and the premium
received  from the option is added to proceeds from the sale of the underlying
security  thereby  increasing the gain or decreasing the loss from the sale of
the  underlying  security.   If a written put option is exercised, the cost of
the underlying security purchased by the Fund will be decreased by the premium
originally received.

The Fund may also purchase options in an attempt to hedge against fluctuations
in  the value of its portfolio and to protect against declines in the value of
the  securities.    The premium paid by the Fund for the purchase of a call or
put option is included in the Fund=s Statement of Assets and Liabilities as an
investment  and  subsequently  marked-to-market  to reflect the current market
value  of  the  option.  The current market value of the option is the closing
price or, in the absence of a closing price, the bid price.

If an option the Fund has purchased expires on the stipulated expiration date,
the Fund realizes a loss in the amount of the cost of the option.  If the Fund
exercises a call option, the cost of the securities acquired by exercising the
call  is increased by the premium paid to buy the call.  If the Fund exercises
a  put  option,  it  realizes  a  gain or loss from the sale of the underlying
security  and  the  proceeds  from  such  a  sale are decreased by the premium
originally paid.

The  measurement  of  the risks associated with option contracts is meaningful
only when all related and offsetting transactions are considered. A summary of
obligations  for  options contracts for the year ended December 31, 1998 is as
follows:

<TABLE>

<CAPTION>



<S>                                        <C>         <C>
                                           
Written Put Options

                                           Contract    Amount
                                           ----------  ----------
Balance, December 31, 1997                         0           0 
Options written                                  400   $ 232,992 
                                                                        
Option terminated in closing transactions       (400)   (232,992)
                                           ----------  ----------
Balance, December 31, 1998                 $       0   $       0 
                                           ==========  ==========
</TABLE>

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 the revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

15
<PAGE>

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES
The  Fund has an investment advisory agreement with the Advisor, for which the
Fund  pays  a fee, computed daily and payable monthly, at an annual rate of 1%
of  the  Fund's  average daily net assets.  The fee amounted to $1,365,694 for
the year ended December 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.  These services are provided at no additional
cost to the Fund.

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 $6,700 for the year
ended December 31, 1998.

4. PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$165,477,453 and $60,632,552, respectively.

5. CAPITAL STOCK TRANSACTIONS
 Transactions in shares of World Opportunities Series Class A Shares were:

<TABLE>

<CAPTION>



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


             For the Year                   For the Year

             Ended 12/31/98                 Ended 12/31/97
             ---------------                ---------------              

             Shares           Amount        Shares           Amount
             ---------------  ------------  ---------------  ------------



Sold             15,718,371   124,416,600        1,618,889   $19,147,297 

Reinvested        2,113,935    17,233,683        1,260,495    11,848,761 

Repurchased      (2,338,228)  (21,445,703)        (543,078)   (6,309,642)
             ---------------  ------------  ---------------  ============

Total            15,494,078   120,204,580        2,336,306   $24,686,416 
             ===============  ============  ===============  ============
</TABLE>

16
<PAGE>

6.     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  of  those  securities of comparable domestic companies and the
United States Government.

17
<PAGE>

Independent Accountants Report

To the Shareholders and the Board of Directors of

Exeter Fund, Inc.- World Opportunities Series:

In  our  opinion,  the  accompanying  statements  of  assets  and liabilities,
including  the  portfolio  of  investments,  and  the  related  statements  of
operations  and  of changes in net assets and the financial highlights present
fairly,  in all material respects, the financial position of the  Exeter Fund,
Inc.  (formerly  Manning  & Napier Fund, Inc.) - World Opportunities Series at
December  31,  1998,  the  results  of  its operations, the changes in its net
assets,  and  its  financial  highlights  for  each  of  the periods indicated
therein,  in  conformity with generally accepted accounting principles.  These
financial  statements  and  financial  highlights  (hereafter  referred  to as
"financial  statements")  are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based on
our  audits.    We  conducted  our  audits  of  these  financial statements in
accordance  with  generally  accepted auditing standards which 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,  assessing  the  accounting  principles  used  and
significant estimates made by management, and evaluating the overall financial
statement  presentation.    We  believe  that  our  audits,  which  included
confirmation  of  securities  at  December 31, 1998 by correspondence with the
custodian  and  brokers,  provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 5, 1999

18
<PAGE>
<PAGE>


Exeter Fund, Inc.
Global Fixed Income

Annual Report

December 31, 1998

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The Global Fixed Income Series has been open for a little over a year now, and
while  the primary investment catalyst behind the activation on the fund (i.e.
the  first  Latin  American  debt  crisis) has not played out as quickly as we
anticipated, the rationale behind having a global fund is more important today
than  it  was  one year ago. The Global Fixed Income Series exists so that our
clients  have  access  to  a  greater  number  of  fixed  income  investment
opportunities.  That  is more important today than it was one year ago because
of  the  relatively  low  level  of  U.S.  interest  rates. For years  we have
projected  that  interest  rates  could  fall  to as low as 5%. At times, that
seemed  crazy,  but  by  the  end  of 1998, domestic interest rates had broken
through the 5% level.

Our  falling  interest  rate forecast was based upon a realization of the fact
that  the  world's economy was becoming increasingly globalized. The associated
increase  in  the  competitive  environment established a disinflationary tone
within  the  U.S.  economy.  It  was  not,  however,  limited  to the U.S. The
disinflationary pressures that have pushed down U.S. rates had, or are having,
the  same impact around the world. The Global Fixed Income Series allows us to
act  on  opportunities  tied  to  that dynamic, as well as other opportunities
outside  of  the U.S. Traditionally, international fixed income securities are
introduced  into  a  portfolio  for  diversification  reasons.  However,  with
interest  rates  converging around the world, diversification as an investment
rationale  may  be  losing some of its luster. Beyond diversification however,
there  will  always  be  individual  opportunities  in the global fixed income
marketplace.

As  was  mentioned  earlier,  the catalyst behind the activation of the Global
Fixed  Income  Series  was  the  sell-off of Latin American debt (specifically
Brazil,  Argentina,  and  Mexico).  We believe, the increase in Latin American
yields  at  the  end  of  1997  occurred  in sympathy with the problems in the
Pacific  Rim.  We  were of the opinion that the economic fundamentals in Latin
America are quite different from those in the Pacific Rim, and did not justify
the  sell  off.  Our  opinions  were correct for the first six months of 1998;
however, Latin American debt as well as all emerging market debt was hit quite
hard  when the Russian financial crisis developed in August of last year. That
situation  stabilized somewhat later in the year when the U.S. Federal Reserve
cut  interest rates on three separate occasions. However as the year came to a
close,  new problems began to emerge in Brazil and at the end of the year, the
Latin  American  holdings  were  holding  back  the overall performance of the
series.      That is not to say the fund failed to generate a positive return.
It  did. The Global Fixed Income Series returned 2.78% in 1998. Unfortunately,
its  return  did not measure up to the return of the Merrill Global Government
Bond Index which posted a total return of 14.12% last year.

The  positive  return that the Series did generate can be traced to the 80% of
its assets that were not invested in Latin America. Those monies were invested
in  seven  different  developed  countries  with  an  overweighting  in  U.S.
securities. The rationale for this can be traced to a positive overview on the
U.S.  dollar,  plus the opportunity to invest in non-U.S. Treasury securities
Such  as "putable" corporate bonds, yankee bonds, and selected mortgaged-backed
securities.  The  Global  Fixed  Income Series also invested in Canada and the
U.K., as well as the relatively higher yielding government bonds of the
Monetary  Union  (EMU)  members,  Spain  and  Italy.  The  currency  exposures
associated with these  later two positions are partially hedged to mitigate the
currency risk. The  bonds  of  Australia  and New Zealand were also purchased 
because both of these  countries  are  characterized  by  very high real
interest rates and we correctly expected both to experience

1
<PAGE>

Management Discussion and Analysis

economic  slowdowns  associated  with  the  problems in the Pacific Rim. Those
positions were also partially hedged.

We  are  excited  about  the first full year of the Global Fixed Income Series
because of the investment opportunities that it has opened up for us. While we
are  disappointed with performance of the Latin American investments, we still
firmly  believe  that  over  a  three  to  five  year investment horizon these
securities  will  be  strong  relative  performers. Our other investments have
performed  pretty  much as expected because they have been based upon the same
fixed income processes that have been so successful within the U.S. markets.

We  appreciate  your  business  and  we hope that you and your families have a
healthy and prosperous 1999.

Sincerely,



Exeter Asset Management

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

Portfolio Composition 1  -  As of 12/31/98
<TABLE>

<CAPTION>



<S>                            <C>

Argentina                       1.69%
Australia                       6.48%
Brazil                          5.78%
Canada                         12.19%
Spain                           4.66%
Italy                           7.17%
Mexico                          7.07%
New Zealand                     2.70%
United Kingdom                  6.69%
Corporate Bonds                22.01%
U.S. Government Securities     18.51%
Cash , equivalents, & assets,
 less other liabilities         5.05%
</TABLE>



1 As a percentage of net assets

2
<PAGE>

Performance Update of December 31,  1998

Exeter Fund, Inc. Global Fixed Income Series.

<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $           10,278          2.78%     2.78%
Inception 2  $           10,483          4.83%     4.11%
</TABLE>



Merill Lynch Global Government Bond Index
<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $           11,412         14.12%    14.12%
Inception 2  $           11,231         12.31%    10.43%
</TABLE>





Merill Lynch U.S. Treasury Index Bond Index
<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $           11,003         10.03%    10.03%
Inception 2  $           11,180         11.80%    10.00%
</TABLE>



The  value  of  a $10,000 investment in the Exeter Fund, Inc.  -  Global Fixed
Income  Series from its inception (10/31/97) to present (12/31/98) as compared
to  the  Merrill  Lynch  Global  Government  Bond Index and Merrill Lynch U.S.
Treasury Bond Index.

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

<CAPTION>



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

          Exeter Fund Inc.,     Merrill Lynch Global   Merrill Lynch U.S.
          Global Fixed Income   Government Bond        Treasury Index
Date      Series                Index                  Bond Index

10/31/97  $             10,000  $              10,000  $            10,000
12/31/97                10,200                  9,841               10,161
12/31/98                10,483                 11,231               11,180
</TABLE>


1 The unmanaged Merrill Lynch Global Government Bond Index is a
market value weighted measure of approximately 535 global government bonds.
The unmanaged Merrill Lynch U.S. Treasury Bond Index is a
market value weighted measure of approximately 164 U.S. Treasury bonds.
The  Indices' returns assume reinvestment of coupons and, unlike Fund returns,
do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from
October 31,1997, the Fund's inception date.  The Fund's performance is
historical and may not be indicative of future results.
3
<PAGE>

Investment Portfolio - December 31, 1998
<TABLE>

<CAPTION>



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

                                                          Principal      Value
                                                Currency   Amount            (Note 2)

ARGENTINA - 1.69%
        Republic of Agrentina, 11.375%,
          1/30/2017
        (Identified Cost $2,058,727)            USD           2,000,000  $ 2,006,250 
                                                                         ------------

AUSTRALIA - 6.48%
        Australian Government, 8.75%,
          1/30/2017                             AUD           5,320,000    3,504,007 
        Australian Government, 6.75%,
          1/15/2001                             AUD           6,140,000    4,186,231 
                                                                         ------------

      TOTAL AUSTRALIAN SECURITIES
        (Identified Cost $8,472,844)                                       7,690,238 
                                                                         ------------

BRAZIL -  5.78%
        Federal Republic of Brazil, 10.125%,
          5/15/2027
        (Identified Cost $8,275,000)            USD          10,000,000    6,862,500 
                                                                         ------------

CANADA - 12.19%
        Canadian Government, 4.75%, 9/15/1999   CAD           1,875,000    1,218,225 
        Canadian Government, 5.50%, 9/1/2002    CAD           1,845,000    1,228,396 
        Canadian Government, 7.25%, 6/1/2007    CAD          11,745,000    8,867,308 
        Canadian Government, 6.00%, 6/1/2008    CAD           4,500,000    3,166,849 
                                                                         ------------

      TOTAL CANADIAN SECURITIES
        (Identified Cost $14,913,753)                                     14,480,778 
                                                                         ------------

SPAIN - 4.66%
        Bonos Y Oblig Del Estado, 9.40%,
          4/30/1999                             SP          250,000,000    1,792,660 
        Bonos Y Oblig Del Estado, 7.90%,
          2/28/2002                             SP          468,000,000    3,744,943 
                                                                         ------------

      TOTAL SPANISH SECURITIES
      (Identified Cost $5,193,697)                                         5,537,603 
                                                                         ------------

ITALY - 7.17%
       Buoni Poliennali del Tesoro, 7.50%,
         10/1/1999                              ITL       6,625,000,000    4,123,828 
       Buoni Poliennali del Tesoro, 6.25%,
         3/1/2002                               ITL       6,700,000,000    4,395,892 
                                                                         ------------

      TOTAL ITALIAN SECURITIES
      (Identified Cost $8,017,691)                                         8,519,720 
                                                                         ------------

MEXICO - 7.07%
       United Mexican States, 11.50%,
        5/15/2026
        (Identified Cost $7,652,785)            USD           7,800,000    8,399,625 
                                                                         ------------

NEW ZEALAND - 2.70%
       New Zealand Government, 6.50%,
        2/15/2000                               NZD           3,065,000    1,647,345 
       New Zealand Government, 8.00%,
        11/15/2006                              NZD           2,550,000    1,566,497 
                                                                         ------------

      TOTAL NEW ZEALAND SECURITIES
       (Identified Cost $3,656,548)                                        3,213,842 
                                                                         ------------
</TABLE>



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

4
<PAGE>

Investment Portfolio - December 31, 1998
<TABLE>

<CAPTION>



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

                                                                               Value
                                                   Currency  Principal Amount  (Note 2)
UNITED KINGDOM - 6.69%
       United Kingdom Bond, 9.50%, 1/15/1999       BP               1,726,500  $ 2,867,423 
       United Kingdom Bond, 8.00%, 12/07/2000      BP               2,900,000    5,081,177 
                                                                               ------------

      TOTAL UNITED KINGDOM SECURITIES
       (Identified Cost $7,866,305)                                              7,948,600 
                                                                               ------------

UNITED STATES - 18.51%
      U.S. GOVERNMENT AGENCIES -10.93%
       Federal Home Loan Mortgage Corp. Discount
        Note, 5.125%, 10/15/2008                   USD              2,000,000    1,961,352 
       GNMA, POOL #417346, 6.00%, 4/15/2026        USD              5,722,950    5,671,101 
       GNMA, POOL #441545, 9.00%, 3/15/2027        USD              5,019,098    5,354,750 
                                                                               ------------
        Note, 5.125%, 10/15/2008
      TOTAL U.S. GOVERNMENT AGENCIES
       (Identified Cost $12,819,853)                                            12,987,203 
                                                                               ------------

      U.S. TREASURY SECURITIES - 1.70%
      U.S. Treasury Note, 5.75%, 9/30/1999         USD
             (Identified Cost $2,000,543)                           2,000,000    2,015,626 
                                                                               ------------

     U.S. Treasury Stripped Securities - 5.88%
      Interest Stripped - Principal Payment.
          11/15/2002                               USD              4,000,000    3,365,836 
      Interest Stripped - Principal Payment.
          11/15/2017                               USD             10,300,000    3,614,260 
                                                                               ------------

     Total U.S. Treasury Stripped Securities
     (Identified Cost $6,628,219)                                                6,980,096 
                                                                               ------------

TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $8,628,762)                                                8,995,722 
                                                                               ------------

TOTAL UNITED STATES SECURITIES
     (Identified Cost $21,448,615)                                              21,982,925 
                                                                               ------------

CORPORATE BONDS -22.01%
Asia Pulp & Paper, 3.50%, 4/30/2003                USD              5,140,000    2,891,250 
Bayer Corp., 6.20%, 2/15/2028                      USD              2,000,000    2,077,340 
Canadian National Railway, 6.90%, 7/15/2028        USD              3,000,000    3,094,011 
General Electric, 7.44%, 12/11/2002                USD              2,300,000    2,459,100 
Gulf Canada Resources, 8.375%, 11/15/2005          USD              2,000,000    1,970,000 
Merrill Lynch & Co. Inc., Stock Linked Note,
 (Telebras),11/28/2003                             USD              5,000,000    4,233,750 
Motorola. Inc., 6.50%, 9/1/2025                    USD              3,000,000    3,171,828 

</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1998
<TABLE>

<CAPTION>



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

                                             Principal       Value
                                              Amount/Shares  (Note2)
CORPORATE BONDS (continued)
Oracle Corp., 6.91%, 2/15/2007          USD       2,000,000  $  2,083,306 
Xerox Corp., 6.25%, 11/15/2026          USD       3,990,000     4,168,125 
                                                             -------------

TOTAL CORPORATE BONDS
(Identified Cost $28,753,530)                                  26,148,710 
                                                             -------------


SHORT-TERM INVESTMENTS - 3.59%
Federal Mortgage Corp. Discount Note,
     2/22/1999                          USD       3,000,000     2,978,637 
Dreyfus Treasury Cash Management Fund   USD       1,291,679     1,291,679 
                                                             -------------

TOTAL SHORT-TERM INVESTMENTS
  (Identified Cost $4,270,316)                                  4,270,316 
                                                             -------------

TOTAL INVESTMENTS - 98.55%
  (Identified Cost $120,579,811)                              117,061,107 

OTHER ASSETS, LESS LIABILITIES - 1.45%                          1,731,610 
                                                             -------------

NET ASSETS -100%                                             $118,792,717 
                                                             =============
</TABLE>



KEY:

AUD- Australian Dollar          BP- British Pound
CAD- Canadian Dollar          ITL- Italian Lira
NZD- New Zealand Dollar          SP- Spanish Peseta
USD- United States Dollar

Federal Tax Information
At  December  31,  1998,  the net unrealized depreciation (based on identified
cost for federal income tax purposes of $120,579,811) was as follows:
<TABLE>

<CAPTION>



<S>                            <C>

Unrealized appreciation
                               $ 2,930,753 

Unrealized depreciation
                                (6,449,457)
                               ------------

Unrealized depreciation - net  $(3,518,704)
                               ============
</TABLE>



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

Statement of Assets and Liabilities

December 31, 1998
<TABLE>

<CAPTION>



<S>                                                                       <C>

ASSETS:

Investments, at value (identified cost $120,579,811) (Note 2)             $117,061,107 
Receivable for open forward foreign currency exchange contracts (Note 2)        86,055 
Interest receivable                                                          1,810,472 
Receivable for fund shares sold                                                 43,790 
                                                                          -------------
TOTAL ASSETS                                                               119,001,424 
                                                                          -------------

LIABILITIES:

Accrued management fee (Note 3)                                                101,547 
Accrued Directors' fees (Note 3)                                                 3,300 
Payable for fund shares repurchased                                             78,314 
Audit fee payable                                                               17,585 
Other payables and accrued expenses                                              7,961 
                                                                          -------------

TOTAL LIABILITIES                                                              208,707 
                                                                          -------------

NET ASSETS FOR 12,303,383 SHARES OUTSTANDING                               118,792,717 
                                                                          =============



NET ASSETS CONSIST OF:

Capital stock                                                              $   123,034 
Additional paid-in-capital                                                 122,406,373 
Undistributed net investment income                                            113,492 
Accumulated net realized loss on investments                                  (430,074)
Net unrealized depreciation on investments, foreign currency, forward
foreign curreny exchange contracts, and other assets and liabilities        (3,420,108)
                                                                          -------------

TOTAL NET ASSETS                                                           118,792,717 
                                                                          =============

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($118,792,717/12,303,383 shares)                                          $       9.66 
                                                                          =============
</TABLE>



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

Statement of Operations

For the Year Ended December 31, 1998
<TABLE>

<CAPTION>



<S>                                                    <C>

INVESTMENT INCOME:


Interest                                               $   8,312,073 
                                                       --------------

EXPENSES:

Management fee (Note 3)                                    1,248,572 
Directors' fees (Note 3)                                       6,700 
Registration and filing fees                                   37750 
Custodian fee                                                  26247 
Audit fee                                                     26,500 
Miscellaneous                                                 12,691 
                                                       --------------

Total Expenses                                             1,358,460 
                                                       --------------

NET INVESTMENT INCOME                                      6,953,613 
                                                       --------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on-
  Investments(identified cost basis)                         797,653 
  Foreign currency and forward foreign
  currency exchange contracts                                465,444 
                                                       --------------
  Net realized gain on investments                         1,263,097 
                                                       --------------

Net change in unrealized depreciation on-
  Investments                                             (4,043,064)
  Foreign currency, forward foreign
  currency exchange contracts, and other
  assets and liabilities                                    (818,667)
                                                       --------------
Net unrealized depreciation on
investments                                               (4,861,731)
                                                       --------------

NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS                                     (3,598,634)
                                                       --------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $3,354,979.00 
                                                       ==============
</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 Period
                                                        For the               10/31/97 
                                                         Year            (commencement 
                                                        Ended          of operations)
                                                            12/31/98   to 12/31/97
                                                        -------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $  6,953,613   $     1,011,923 
Net realized gain on investments                           1,263,097            11,482 
Net change in unrealized appreciation on investments
and forward foreign currency exchange contracts           (4,861,731)        1,441,623 
                                                        -------------  ----------------
Net increase from operations                               3,354,979         2,465,028 
                                                        -------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (Note 2):

From net investment income                                (7,343,129)         (982,372)
From realized gain on investments                         (1,231,571)               -- 
                                                        -------------  ----------------
Total distribution to shareholders                        (8,574,700)         (982,372)
                                                        -------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share
transactions (Note 5)                                     (3,159,203)      125,688,985 
                                                        -------------  ----------------

Net increase(decrease) in net assets                      (8,378,924)      127,171,641 

NET ASSETS:
Beginning of period                                      127,171,641                -- 
                                                        -------------  ----------------
End of period (including undistributed net investment
income of  $113,942 and  $21,366)                       $118,792,717   $   127,171,641 
                                                        =============  ================

</TABLE>



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

Financial Highlights
<TABLE>

<CAPTION>



<S>                                          <C>               <C>

                                             For the Year      For the Period
                                             Ended 12/31/98     10/31/97 to 12/31/97 
                                             ----------------  ----------------------
Per share data (for a share
outstanding
throughout each period):

Net asset value Beginning of period          $         10.12   $               10.00 
                                             ----------------  ----------------------
Income from investment operations:
Net investment income                                  0.597                   0.081 
Net realized and unrealized gain (loss) on
investments                                           (0.322)                  0.118 
                                             ----------------  ----------------------
Total from investment operations                       0.275                   0.199 
                                             ----------------  ----------------------

Less distributions to shareholders:
From net investment income                            (0.629)                 (0.079)
From realized gain on investments                     (0.106)                     -- 
                                             ----------------  ----------------------
Total distributions to shareholders                   (0.735)                 (0.079)
                                             ----------------  ----------------------

Net asset value- End of period               $          9.66   $               10.12 
                                             ================  ======================
Total return 1                                          2.78%                   2.00%
Ratios to average net assets
Supplemental Data:
  Expenses                                              1.10%                 1.09%2 
  Net investment income                                 5.75%                 4.75%2 

Portfolio turnover                                        29%                      3%

Net assets-End of period (000's omitted)     $       118,793   $             127,172 
                                             ================  ======================
</TABLE>



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

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

10
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION
Global Fixed Income Series (the "Fund") is a no-load non-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.

Shares  of  the  Fund are offered to clients and employees of Manning & Napier
Advisors, Inc. (The "Advisor") and its affiliates. 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 December 31, 1998, 940 million shares have
been  designated  in  total  among  19  series,  of which 50 million have been
designated as Global Fixed Income   Series Common Stock.


2.      SIGNIFICANT ACCOUNTING POLICIES
        SECURITY VALUATION
Portfolio  securities,  including  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 domestic and foreign 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  approved  by and under the general
supervision and responsibility of the 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.   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.

11
<PAGE>

Notes to Fianacial 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 made 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 or
character reclassification between net income and net gains.  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) purchase 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
investment that result from fluctuations in foreign currency exchange rates is
not separately stated.

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

All  forward  foreign  currency  exchange  contracts are adjusted daily by the
exchange  rate  of  the  underlying  currency  and,  for  financial  statement
purposes,  any  gain  or  loss  is recorded as unrealized gain or loss until a
contract has been closed.  Realized and unrealized gain or loss arising from a
transaction  is  included  in  net  realized  and  unrealized gain (loss) from
foreign currency and forward foreign currency exchange contracts.

12
<PAGE>

Notes to Financial Statements
 .
2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
        FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS (continued)
The  Fund  regularly  trades  forward foreign currency exchange contracts with
off-balance  sheet  risk  in  the normal course of its investing activities to
assist in managing exposure to changes in foreign currency exchange rates.

The  notional  or  contractual  amount  of  these  instruments  represents the
investment  the  Fund  has  in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.    The
measurement  of  the  risks  associated with forward foreign currency exchange
contracts  is meaningful only when all related and offsetting transactions are
considered.    A summary of obligations for forward  foreign currency exchange
contracts sold on December 31, 1998 is as follows:
<TABLE>

<CAPTION>



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

Settlement  Contracts       In Exchange   Contracts   Net Unrealized
Date        to Deliver      For           At Value    Appreciation
- ----------  --------------  ------------  ----------  ---------------

02/04/99    Deutsche Marks  $  7,106,738  $7,020,683  $        86,055
</TABLE>


On  December 31, 1998, the Fund had sufficient cash and/or securities to cover
any commitments under these contracts.

3.      TRANSACTIONS WITH AFFILIATES
The  Fund has an investment advisory agreement with the Advisor, for which the
Fund  pays  a fee, computed daily and payable monthly, at an annual rate of 1%
of  the  Fund's  average daily net assets.  The fee amounted to $1,248,572 for
year ended December 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.  These services are provided at no additional
cost to the Fund.

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 $6,700 for the year
ended December 31, 1998.

13
<PAGE>

Notes to Financial Statements

4.      PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$36,040,033  and  $21,160,328,  respectively.    Purchases and sales of United
States Government securities were $1,962,340 and $11,610,106, respectively.

5.      CAPITAL STOCK TRANSACTIONS
Transactions in shares of Global Fixed Income Series were:
<TABLE>

<CAPTION>



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

                                             FOR THE PERIOD 10/31/97
             FOR THE YEAR                    (COMMENCEMENT OF OPERATIONS)
             ENDED 12/31/98                  TO 12/31/97
             ---------------                 ----------------------------               
             SHARES           AMOUNT         SHARES                        AMOUNT
             ---------------  -------------  ----------------------------  -------------

SOLD                787,498   $  8,046,051                    12,643,992   $126,446,410 
REINVESTED          860,110      8,297,448                        96,809        967,123 
REPURCHASED      (1,912,940)   (19,502,702)                     (172,086)    (1,724,548)
             ---------------  -------------  ----------------------------  -------------
TOTAL              (265,332)    (3,159,203)                   12,568,715   $125,688,985 
             ===============  =============  ============================  =============
</TABLE>



6.      FOREIGN SECURITIES
Investing  in securities of foreign companies and foreign governments involves
special  risks  and  considerations not typically associated with investing in
securities  of  U.S. 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 of those securities of comparable U.S. companies and the United
States Government.

14
<PAGE>

Independent Accountants Report

TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF
EXETER FUND, INC.- GLOBAL FIXED INCOME SERIES:

In  our  opinion,  the  accompanying  statements  of  assets  and liabilities,
including  the  portfolio  of  investments,  and  the  related  statements  of
operations  and  of changes in net assets and the financial highlights present
fairly,  in all material respects, the financial position of the  Exeter Fund,
Inc.  (formerly  Manning  & Napier Fund, Inc.) - Global Fixed Income Series at
December  31,  1998,  the  results  of  its operations, the changes in its net
assets,  and  its  financial  highlights  for  each  of  the periods indicated
therein,  in  conformity with generally accepted accounting principles.  These
financial  statements  and  financial  highlights  (hereafter  referred  to as
"financial  statements") are the responsibility of the Fund's management.  Our
responsibility is to express an opinion on these financial statements based on
our  audits.    We  conducted  our  audits  of  these  financial statements in
accordance  with  generally  accepted auditing standards which 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,  assessing  the  accounting  principles  used  and
significant estimates made by management, and evaluating the overall financial
statement  presentation.    We  believe  that  our  audits,  which  included
confirmation  of  securities  at  December 31, 1998 by correspondence with the
custodian  and  brokers,  provide a reasonable basis for the opinion expressed
above.


PricewaterhouseCoopers LLP
Boston, Massachusetts
February 5, 1999

15
<PAGE>
<PAGE>

Exeter Fund, Inc.

New York Tax Exempt Series

Annual Report
December 31, 1998

<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:
If  you  step  back  and  think  about  it,  domestic  fixed  income portfolio
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,
the  world  has  shrunk  in  an economic sense. That means that bond managers,
whether  they  focus  on  taxable or tax-exempt securities, can no longer rely
strictly  on a domestic economic perspective. They must incorporate the global
factors that impact domestic interest rates into their investment process.

The  logical  question  that  arises is what can international events possibly
have  to  do  with municipal bonds issued by state and local governments?  The
answer  is that interest rates across all sectors, including munis, key off of
U.S.  Treasury  interest rates. The relative attractiveness of municipal bonds
depends  upon  their relationship to U.S. Treasury rates. That is why they are
often quoted as a percentage of U.S. Treasury yields.

With  that  in  mind,  we would like to discuss some of the global events that
have  impacted  the  U.S. fixed income markets during the second half of 1998.
The  international  event  that  triggered  the  greatest response occurred in
August  of  last  year when Russia effectively defaulted on its internal debt,
and  the  world  concluded that the Russian economy was about to implode. That
triggered  an  almost universal reassessment of investors risk tolerances, and
what followed was an overall flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income markets.
However, not all sectors of the market benefited equally. The vast majority of
the  money  flowed into the U.S. Treasury marketplace, causing their yields to
move  down  much  faster than all other fixed income sectors, including munis.
The  disparity  became  so great that there were times at the end of the third
quarter  and  the  start  of  the  fourth, that the yields for long munis were
higher than the yields for 30-year U.S. Treasury bonds.

Interestingly,  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 ( the "fed") 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 three separate
occasions.

By  the  end  of October, U.S. Treasury interest rates were down more than 100
basis points

from  the  beginning  of  the year. The declines in muni yields were much less
pronounced.  Shorter-term  muni  rates  had  fallen  by  about 50 basis points
(0.50%), while longer-term munis only experienced declines in the neighborhood
of 25 basis points (0.25%).

The  actions of the Fed helped alleviate the concerns of the financial markets
and  the  flight  to  quality  that  drove U.S. Treasury rates so low reversed
itself  somewhat.  This caused U.S. Treasury rates to rise modestly during the
last  two  months of the year, while most other fixed income sectors including
munis held their ground.

1
<PAGE>

Management Discussion and Analysis

The  performance  of  the  New  York Tax Exempt series reflects the decline in
municipal  interest  rates  as  it earned its coupon and generated modest, yet
unrealized  capital  gains. The New York Tax Exempt Series returned 5.53% over
the  last  12 months, a touch lower than its comparable benchmark, the Merrill
Lynch Intermediate Municipal Index which returned 6.27% for the year, but that
return  does  not  account  for  fees.  Furthermore, the index includes higher
yielding,  lower  rated  securities (i.e. securities rated triple-B) which our
funds at this time do not.

It  has  been  an interesting year in the financial markets with global events
dictating  how  the  domestic  fixed  income  markets,  including  munis, have
performed.  In  some cases,  interesting  has meant "troubling" (i.e. emerging
markets) while in others, it has meant joyous (i.e. long U.S. Treasury bonds).
Going  forward  investors  should  expect  their  managers  to  rely  upon  an
increasingly global focus. Failure to do so 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 prosperous 1999.

Sincerely,



Exeter Asset Management

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

Portfolio Composition1  -  As of 12/31/98
<TABLE>

<CAPTION>



<S>                         <C>

General Obligation Bonds -  60%
Revenue Bonds -             38%
Pre-Refunded Bonds -         2%
</TABLE>

As a percentage of municipal securities

[graphic]
<pie chart>

Data for pie chart to follow:

Quality Ratings2  -  As of 12/31/98

<TABLE>

<CAPTION>



<S>  <C>

Aaa  81%
Aa   15%
A     4%
</TABLE>



2 Using Moodys Ratings, as a percentage of municipal securities (unaudited).

2
<PAGE>

Performance Update as of December 31, 1998

Exeter Fund, Inc. New York Tax Exempt Series

<TABLE>

<CAPTION>



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

                                 Total Return
                                 -------------          
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $           10,553          5.53%     5.53%
Inception 2  $           12,853         28.53%     5.19%

</TABLE>




                  Merrill Lynch Intermediate Municipal Index
<TABLE>

<CAPTION>



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

                                 Total Return
                                 -------------          
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual
One Year     $           10,627          6.27%     6.27%
Inception 2  $           13,197         31.97%     5.75%
</TABLE>



 The value of a $10,000 investment in the Exeter Fund, Inc.  -  New York Tax
 Exempt Series from its inception (1/17/94) to present (12/31/98) as compared
 to the Merrill Lynch Intermediate Municipal Index.1

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

<TABLE>

<CAPTION>



<S>       <C>                          <C>

Date      Exeter Fund, Inc.  -         Merrill Lynch Intermediate
          New York Tax Exempt Series   Municipal Index
01/17/94  $                    10,000  $                    10,000
12/31/94                        9,318                        9,719
12/31/95                       10,882                       11,020
12/31/96                       11,243                       11,532
12/31/97                       12,180                       12,419
12/31/98                       12,853                       13,197
</TABLE>



1  The  unmanaged Merrill Lynch Intermediate Municipal Index is a market value
weighted measure of approximately 116 municipal bonds issued across the United
States.  The Index is comprised of investment grade securities.  Index returns
assume  reinvestment  of  coupons and, unlike Fund returns, do not reflect any
fees or expenses.

2 The Fund and Index performance numbers are calculated from January 17, 1994,
the  Funds inception date.  The Funds performance is historical and may not be
indicative of future results.

3
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>

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

                                                                             CREDIT
                                                                             RATING*      PRINCIPAL   VALUE
                                                                             (UNAUDITED)  AMOUNT       (NOTE 2)
NEW YORK MUNICIPAL SECURITIES - 97.2%
Albany City School District, G.O. Bond, 4.35%,  2/1/2001                     Aaa          $  475,000  $483,270 
Albany City School District, G.O. Bond, 4.35%,  2/1/2002                     Aaa             150,000   152,997 
Albany County, G.O. Bond, 5.75%, 6/1/2010                                    Aaa             200,000   218,392 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2004                      Aaa             250,000   258,952 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2007                      Aaa             200,000   207,172 
Auburn Central School District, G.O. Bond, 4.55%, 12/1/2006                  Aaa             385,000   397,439 
Battery Park City Authority, Revenue Bond, 7.70%, 5/1/2015                   Aaa             500,000   517,555 
Bayport-Blue Point Union Free School District, G.O. Bond, 5.60%, 6/15/2012   Aaa             250,000   274,497 
Brighton Central School District, G.O. Bond, 5.40%, 6/1/2012                 Aaa             250,000   268,137 
Brockport Central School District, G.O. Bond, 5.50%, 6/15/2015               Aaa             300,000   316,002 
Broome County Public Safety, Certificate Participation, 5.00%, 4/1/2006      Aaa             250,000   264,052 
Buffalo General Improvement, G.O. Bond, Series A, 4.75%, 2/1/2004            Aaa             500,000   519,830 
Buffalo Municipal Water Authority, Revenue Bond, Series B, 5.00%, 7/1/2019   Aaa           1,000,000   993,660 
Buffalo Municipal Water Authority, Revenue Bond, Series A, 5.00%, 7/1/2028   Aaa             750,000   739,747 
Buffalo Schools, G.O. Bond, Series B, 5.05%,  2/1/2009                       Aaa             250,000   262,097 
Buffalo, G.O. Bond, 5.00%, 12/1/2009                                         Aaa             150,000   158,511 
Buffalo, G.O. Bond, Series A, 5.20%, 2/1/2010                                Aaa             250,000   267,293 
Cattaraugus County Public Improvement, G.O. Bond, 5.00%, 8/1/2007            Aaa             300,000   319,092 
Chittenango Central School District, G.O. Bond,  5.375%, 6/15/2016           Aaa             200,000   207,958 
Colonie, G.O. Bond, 5.20%, 8/15/2008                                         Aaa             100,000   107,774 
Cortlandville, G.O. Bond, 5.40%, 6/15/2013                                   Aaa             155,000   164,464 
Dryden Central School District, G.O. Bond, 5.50%, 6/15/2011                  Aaa             200,000   214,442 
East Aurora Union Free School District, G.O. Bond, 5.20%, 6/15/2011          Aaa             300,000   319,665 
East Hampton, G.O. Bond, 4.625%, 1/15/2007                                   Aaa             175,000   179,735 
East Hampton, G.O. Bond, 4.625%, 1/15/2008                                   Aaa             175,000   179,174 
</TABLE>


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

4
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



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

                                                                                    CREDIT
                                                                                    RATING*      PRINCIPAL   VALUE
                                                                                    (UNAUDITED)  AMOUNT       (NOTE 2)
NEW YORK MUNICIPAL SECURITIES(continued)
Eastchester Public Improvement, G.O. Bond, Series B, 4.90%, 10/15/2011              Aaa          $  385,000  $400,877 
Ellenville Central School District, G.O. Bond, 5.375%, 5/1/2009                     Aaa             210,000   229,175 
Ellenville Central School District, G.O. Bond, Series B, 5.70%,  5/1/2011           Aaa             700,000   776,188 
Erie County Public Improvement, G.O. Bond, 5.80%, 1/15/2003                         Aaa             230,000   247,462 
Erie County, G.O. Bond, Series B, 5.50%,  6/15/2009                                 Aaa             100,000   108,376 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2025                                  Aaa             400,000   418,696 
Fillmore Central School District, G.O. Bond, 5.25%, 6/15/2015                       Aaa             300,000   312,855 
Gloversville City School District, G.O. Bond, 5.00%, 6/15/2005                      Aaa             350,000   370,569 
Greene Central School District, G.O. Bond, 5.25%,  6/15/2012                        Aaa             195,000   206,259 
Guilderland School District, G.O. Bond, 4.90%, 6/15/2008                            Aaa             370,000   382,887 
Guilderland School District, G.O. Bond, 5.00%, 5/15/2014                            Aaa             505,000   513,120 
Guilderland School District, G.O. Bond, 5.00%, 5/15/2016                            Aaa             400,000   402,588 
Hamburg Central School District, G.O. Bond, 5.375%, 6/1/2014                        Aaa             600,000   638,424 
Hempstead Town, G.O. Bond, Series B, 5.625%, 2/1/2010                               Aaa             200,000   219,746 
Holland Central School District, G.O. Bond, 6.125%, 6/15/2010                       Aaa             245,000   275,316 
Huntington, G.O. Bond, 5.90%, 1/15/2007                                             Aaa             300,000   333,267 
Huntington, G.O. Bond, 5.875%, 9/1/2009                                             Aaa             250,000   275,885 
Indian River Central School District, G.O. Bond, Second Series, 4.30%, 12/15/2003   Aaa             475,000   487,982 
Irvington Union Free School District, G.O. Bond, Series B, 5.10%, 7/15/2005         Aaa             275,000   292,138 
Jamesville-Dewitt Central School District, G.O. Bond, 5.75%, 6/15/2009              Aaa             420,000   474,054 
Jordan-El Bridge Central School District, G.O. Bond, 5.875%, 6/15/2008              Aaa             500,000   556,095 
Le Roy Central School District, G.O. Bond, 0.10%, 6/15/2008                         Aaa             350,000   238,325 
Middletown City School District, G.O. Bond, Series A, 5.50%, 11/15/2005             Aaa             175,000   190,990 

</TABLE>



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

5
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>

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

                                                                                CREDIT
                                                                                RATING*      PRINCIPAL   VALUE
                                                                                (UNAUDITED)  AMOUNT         (NOTE 2)
NEW YORK MUNICIPAL SECURITIES(continued)
Monroe County Public Improvement - Pre-refunded, G.O. Bond, 6.00%, 3/1/2002     Aaa          $   95,000  $  101,605 
Monroe County Public Improvement - Pre-refunded, G.O. Bond, 6.00%, 3/1/2002     Aaa             390,000     417,140 
Monroe County Public Improvement - Pre-refunded,   G.O. Bond, 6.10%, 6/1/2015   Aaa              20,000      22,508 
Monroe County Public Improvement - Unrefunded Balance,
   G.O. Bond, 6.00%, 3/1/2002                                                   Aaa              15,000      15,996 
Monroe County Public Improvement - Unrefunded Balance,
   G.O. Bond, 6.10%, 6/1/2015                                                   Aaa             180,000     202,572 
Monroe County Public Improvement, G.O. Bond, 4.90%, 6/1/2005                    Aaa             250,000     263,222 
Monroe County Water Authority, Revenue Bond, Series B, 5.25%, 8/1/2011          Aa3             500,000     526,885 
Monroe County Water Authority, Revenue Bond, 5.00, 8/1/2019                     Aa3           1,700,000   1,695,597 
Monroe County Water Improvement, G.O. Bond, 5.25%, 2/1/2017                     Aa2             320,000     330,848 
Nassau County, G.O. Bond, Series A, 4.00%, 5/1/1999                             Aaa             100,000     100,337 
Nassau County, G.O. Bond, Series S, 5.00%, 3/1/2005                             Aaa             300,000     315,684 
Nassau County General Improvement, G.O. Bond, Series U, 5.25%, 11/1/2014        Aaa             335,000     348,872 
Nassau County General Improvement, G.O. Bond, Series V, 5.25%, 3/1/2015         Aaa             385,000     398,721 
New Castle, G.O. Bond, 4.75%, 6/1/2010                                          Aa1             450,000     459,153 
New Rochelle City School District, G.O. Bond, Series A, 4.30%, 2/1/2003         Aaa             500,000     510,385 
New Rochelle, G.O. Bond, Series C, 6.20%, 3/15/2007                             Aaa             175,000     195,206 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.00%, 6/15/2003                                                   A1              400,000     418,064 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.375%, 6/15/2019                                                  Aaa             250,000     255,250 
New York City Municipal Water Finance Authority, Revenue
   Bond, Series B, 5.50%, 6/15/2019                                             Aaa           1,000,000   1,040,690 
New York City Municipal Water Finance Authority, Revenue
   Bond, Series B, 5.125%, 6/15/2030                                            Aaa           1,000,000     997,650 
New York City, G.O. Bond, Series K, 5.50%,  4/1/2007                            Aaa             500,000     545,075 
New York City, G.O. Bond, Series I, 5.00%, 5/15/2028                            Aaa           1,900,000   1,873,970 
</TABLE>


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

6
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>

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

                                                                   CREDIT
                                                                   RATING*      PRINCIPAL   VALUE
                                                                   (UNAUDITED)  AMOUNT         (NOTE 2)
NEW YORK MUNICIPAL SECURITIES(continued)
New York Government Assistance Corp., Revenue Bond,
   Series A, 5.90%, 4/1/2013                                       Aaa          $  500,000  $  548,980 
New York Government Assistance Corp., Revenue Bond,
   Series A, 6.00%, 4/1/2024                                       A3              250,000     271,855 
New York State Dorm Authority, Revenue Bond, 5.00%, 7/1/2022       Aaa           2,000,000   1,972,800 
New York State Environmental Facilities Corp. Pollution Control,
   Revenue Bond, Series A,  4.65%, 6/15/2007                       Aaa             250,000     259,393 
New York State Environmental Facilities Corp. Pollution Control,
   Revenue Bond, Series A,  5.20%, 6/15/2015                       Aaa             250,000     258,715 
New York State Environmental Pollution Control, Revenue Bond
   Pooled LN-B, 6.65%, 9/15/2013                                   Aaa             500,000     554,635 
New York State Environmental Facilities Corp. Pollution Control,
   Revenue Bond, Series E, 5.00%, 6/15/2012                        Aaa             200,000     206,306 
New York State Housing Finance Agency, State University
   Construction, Revenue Bond, Series A, 8.00%, 5/1/2011           Aaa             250,000     327,283 
New York State Local Government Assistance Corp.,
   Revenue Bond, Series C, 5.00%, 4/1/2021                         Aaa             750,000     741,015 
New York State Local Government Assistance Corp.,
   Revenue Bond, Series D, 5.00%, 4/1/2023                         Aaa           1,375,000   1,357,771 
New York State Medical Care Facility, Financial Agency,
   Revenue Bond, 7.75%, 2/15/2020                                  Aaa             380,000     406,402 
New York State Mortgage Agency, Homeowners Mortgage,
   Revenue Bond, Series 31A, 5.375%, 10/1/2017                     Aa2             500,000     508,300 
New York State Power Authority, Revenue Bond, Series CC,
   5.00%, 1/1/2014                                                 Aaa             500,000     532,215 
New York State Power Authority, Revenue Bond, Series CC,
    5.25%, 1/1/2018                                                Aaa             250,000     268,410 
New York State Power Authority Revenue & General Purpose,
   Revenue Bond, Ref-Series CC, 4.80%, 1/1/2005                    Aaa             250,000     264,340 
New York State Thruway Authority, Highway & Bridge, Revenue
   Bond, Series B, 5.75%, 4/1/2006                                 Aaa             100,000     110,152 
New York State Thruway Authority, Highway & Bridge, Revenue
   Bond, Series C, 5.00%, 4/1/2016                                 A3              950,000     945,583 
New York State Thruway Authority, Highway & Bridge, Revenue
   Bond, Series A, 5.25%, 4/1/2017                                 Aaa             555,000     571,728 
New York State Thruway Authority, Revenue Bond, Series A,
   5.50%, 1/1/2023                                                 Aaa           1,020,000   1,074,050 
</TABLE>



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

7
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>




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

                                                                    CREDIT
                                                                    RATING*      PRINCIPAL   VALUE
                                                                    (UNAUDITED)  AMOUNT         (NOTE 2)
NEW YORK MUNICIPAL SECURITIES(continued)
New York State Thruway Authority, Revenue Bond, Series B,
   4.90%, 1/1/2007                                                  Aaa          $  450,000  $  470,601 
New York State Urban Development Correctional Capital Facilities,
     Revenue Bond, Series A, 5.25%, 1/1/2014                        Aaa             500,000     533,255 
New York State Urban Development Corp.  Correctional Facility,
   Revenue Bond, Series G, 7.00%, 1/1/2017                          Aaa              50,000      52,901 
New York State Urban Development, Revenue Bond, 5.375%,
   7/1/2022                                                         Aaa             400,000     413,680 
New York, G.O. Bond, 8.00%, 3/15/2016                               Aaa             500,000     535,280 
New York, G.O. Bond, Series B, 5.125%, 3/1/2018                     A2            1,000,000   1,010,610 
Niagara County, G.O. Bond, Series B, 5.20%, 1/15/2011               Aaa             400,000     420,468 
Niagara County, G.O. Bond, 5.90%, 7/15/2014                         Aaa             350,000     384,122 
North Hempstead, G.O. Bond, Series B, 5.90%, 4/1/2004               Aaa             300,000     328,857 
North Hempstead, G.O. Bond, Series C, 4.90%, 8/1/2006               Aaa             300,000     312,435 
North Syracuse Central School District, G.O. Bond, 5.50%
   6/15/2011                                                        Aaa             295,000     316,874 
Onondaga County, G.O. Bond, 5.85%, 2/15/2002                        Aa2             300,000     319,068 
Penfield Central School District, G.O. Bond, 5.20%, 6/15/2010       Aaa             560,000     595,594 
Queensbury, G O. Bond, Series A, 5.50%, 4/15/2011                   Aaa             150,000     162,693 
Queensbury, G.O. Bond, Series A, 5.50%, 4/15/2012                   Aaa             350,000     378,200 
Rochester, G.O. Bond, Series A, 4.70%, 8/15/2006                    Aaa             250,000     260,355 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2020                    Aaa             250,000     253,298 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2022                    Aaa              95,000      95,970 
Rome, G.O. Bond, 5.20%, 12/1/2010                                   Aaa             390,000     412,979 
Sands Point, G.O. Bond, 6.70%, 11/15/2014                           A2a             700,000     800,121 
Schenectady, G.O. Bond, 4.55%, 10/1/2002                            Aaa             200,000     205,892 
Schenectady, G.O. Bond, 5.30%, 2/1/2011                             Aaa             250,000     267,883 
South County Central School District Brookhaven, G.O. Bond,
   5.50%, 9/15/2007                                                 Aaa             380,000     408,572 
South Huntington Union Free School District, G.O. Bond, 5.00%,
   9/15/2016                                                        Aaa             325,000     329,378 
South Huntington Union Free School District, G.O. Bond, 5.10%,
   9/15/2017                                                        Aaa             100,000     101,856 
Steuben County Public Improvement, G.O. Bond, 5.60%,
   5/1/2006                                                         Aaa             500,000     526,085 
Suffolk County Water Authority, Revenue Bond, 5.10%,
   6/1/2009                                                         Aaa             250,000     268,510 
</TABLE>


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

8
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>




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

                                                                 CREDIT
                                                                 RATING*      PRINCIPAL   VALUE
                                                                 (UNAUDITED)  AMOUNT         (NOTE 2)
NEW YORK MUNICIPAL SECURITIES(continued)
Suffolk County Water Authority, Series A, Revenue Bond, 5.00%,
    6/1/2017                                                     Aaa          $  400,000  $  402,436 
Suffolk County, G.O. Bond, Series G, 5.40%,  4/1/2013            Aaa             400,000     422,632 
Suffolk County, G.O. Bond, Series A, 4.75%, 8/1/2019             Aaa             895,000     861,948 
Sullivan County Public Improvement, G.O. Bond, 4.375%,
   3/15/2001                                                     Aaa             300,000     305,064 
Sullivan County Public Improvement, G.O. Bond, 5.125%,
   3/15/2013                                                     Aaa             330,000     338,504 
Three Village Central School District, G.O. Bond, 5.375%,
   6/15/2007                                                     Aaa             230,000     250,617 
Tioga County Public Improvement, G.O. Bond, 5.25%,
   3/15/2005                                                     Aaa             250,000     263,828 
Tompkins County Public Improvement, G.O. Bond, Series B,
    5.10%, 4/1/2020                                              Aa2             400,000     402,608 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2011          Aa2             135,000     146,042 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2013          Aa2             300,000     324,537 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2014          Aa2             300,000     323,196 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
   6.50%, 1/1/2004                                               Aaa             200,000     214,862 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
   5.00%, 1/1/2012                                               Aa3             500,000     507,050 
Triborough Bridge & Tunnel Authority - General Purpose,
   Revenue Bond, 5.00%, 1/1/2017                                 Aa3             250,000     250,265 
Triborough Bridge & Tunnel Authority - General Purpose,
   Revenue Bond, Series A, 4.75%, 1/1/2019                       Aaa             300,000     288,750 
Triborough Bridge & Tunnel Authority - General Purpose,
   Revenue Bond, Series A, 5.125%, 1/1/2022                      Aa3           1,700,000   1,698,861 
Tri-Valley Central School District, G.O. Bond,  5.60%,
   6/15/2008                                                     Aaa             120,000     130,585 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2008       Aaa             250,000     261,335 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2009       Aaa             250,000     260,240 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2010       Aaa             215,000     215,243 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2011       Aaa             100,000      99,292 
</TABLE>


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

9
<PAGE>

Investment Portfolio  -  December 31, 1998

<TABLE>

<CAPTION>



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

                                                              CREDIT       PRINCIPAL
                                                              RATING*      AMOUNT/     VALUE
                                                              (UNAUDITED)  SHARES          (NOTE 2)
NEW YORK MUNICIPALS SECURITIES (CONTINUED)
White Plains, G.O. Bond, 4.50%, 9/1/2005                      Aa1          $  180,000  $   186,140 
White Plains, G.O. Bond, 4.50%, 9/1/2007                      Aa1             315,000      323,140 
William Floyd Union Free School District, G.O. Bond, 5.70%,
   6/15/2008                                                  Aaa             405,000      451,697 
Williamsville Central School District, G.O. Bond, 5.375%,
   5/1/2004                                                   Aaa             800,000      857,992 
Wyandanch Union Free School District, G.O. Bond, 5.60%,
   4/1/2017                                                   Aaa             500,000      533,425 
                                                                                       ------------

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $56,496,203)                                                        59,044,370 
                                                                                       ------------

SHORT-TERM INVESTMENTS - 1.5%
Dreyfus Basic New York Tax Free Money Market Fund
   (Identified Cost $919,643)                                                 919,643      919,643 
                                                                                       ------------

TOTAL INVESTMENTS - 98.7%
   (Identified Cost $57,415,846)                                                        59,964,013 
OTHER ASSETS, LESS LIABILITIES - 1.3%                                                      808,421 
                                                                                       ------------
NET ASSETS - 100%                                                                      $60,772,434 
                                                                                       ============

</TABLE>



KEY  -
G.O. Bond  -  General Obligation Bond
Ref.  -  Referendum
*Credit Rating by Moodys (unaudited)

Federal Tax Information:

At  December  31,  1998,  the net unrealized appreciation (based on identified
cost for federal income tax purposes of $57,415,846) was as follows:

<TABLE>

<CAPTION>

<S>                              <C>

Unrealized appreciation            $2,739,173
Unrealized depreciation              (191,006)
                                 -------------
Unrealized appreciation - net      $2,548,167
                                 =============
</TABLE>

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

10
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>



<S>                                                          <C>

DECEMBER 31, 1998

ASSETS:
Investments, at value (identified cost $57,415,846)(Note 2)  $59,964,013 
Interest receivable                                              818,411 
Receivable for fund shares sold                                   32,320 
                                                             ------------

TOTAL ASSETS                                                  60,814,744 
                                                             ------------

LIABILITIES:
Accrued management fee (Note 3)                                   25,971 
Accrued Directors fees (Note 3)                                    3,276 
Transfer agent fees payable (Note 3)                               1,247 
Audit fee payable                                                 11,405 
Other payables and accrued expenses                                  411 
                                                             ------------

TOTAL LIABILITIES                                                 42,310 
                                                             ------------

NET ASSETS FOR 5,780,577 SHARES
   OUTSTANDING                                               $60,772,434 
                                                             ============

NET ASSETS CONSIST OF:

Capital stock                                                $    57,806 
Additional paid-in-capital                                    58,046,541 
Undistributed net investment income                              139,770 
Accumulated net realized loss on investments                     (19,850)
Net unrealized appreciation on investments                     2,548,167 
                                                             ------------

TOTAL NET ASSETS                                             $60,772,434 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($60,772,434 / 5,780,577 shares)                           $     10.51 
                                                             ============
</TABLE>



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

11
<PAGE>

Statement of  Operations
<TABLE>

<CAPTION>



<S>                                                       <C>

FOR THE YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME:
Interest                                                  $2,398,018 
                                                          -----------

EXPENSES:
Management fee (Note 3)                                      250,787 
Directors' fees (Note 3)                                       6,700 
Transfer agent fees (Note 3)                                  12,038 
Audit fee                                                     15,000 
Custodian fee                                                 12,000 
Miscellaneous                                                  9,146 
                                                          -----------

Total Expenses                                               305,671 
                                                          -----------

NET INVESTMENT INCOME                                      2,092,347 
                                                          -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
Net realized loss on investments (identified cost basis)         (38)
Net change in unrealized appreciation on investments         556,299 
                                                          -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS                                               556,261 
                                                          -----------

NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                                       $2,648,608 
                                                          ===========
</TABLE>



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

12
<PAGE>

Statements of  Changes in Net Assets
<TABLE>

<CAPTION>



<S>                                                    <C>               <C>

                                                       FOR THE YEAR      FOR THE YEAR
                                                       Ended 12/31/98    Ended 12/31/97
                                                       ----------------  ----------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                  $     2,092,347   $     1,807,166 
Net realized gain (loss) on investments                            (38)              632 
Net change in unrealized appreciation
   on investments                                              556,299         1,603,090 
                                                       ----------------  ----------------
Net increase from operations                                 2,648,608         3,410,888 
                                                       ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):
From net investment income                                  (2,050,623)       (1,768,897)
                                                       ----------------  ----------------


CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)       14,493,132         6,714,448 
                                                       ----------------  ----------------
Net increase in net assets                                  15,091,117         8,356,439 

NET ASSETS:
Beginning of year                                           45,681,317        37,324,878 
                                                       ----------------  ----------------

END OF YEAR (including undistributed net investment
   income of $139,770 and $98,046, respectively)       $    60,772,434   $    45,681,317 
                                                       ================  ================
</TABLE>



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

13
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>



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

                                                                                                       For the period
                                                                                                               1/17/94 
                                                        For the Years Ended                              (Commencement 
                                                                                                       of operations)
                                             12/31/98               12/31/97    12/31/96    12/31/95   to 12/31/94
                                            ----------  ---------------------  ----------  ----------  ----------------

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

NET ASSET VALUE - BEGINNING  OF PERIOD      $   10.37   $               9.98   $   10.07   $    8.98   $         10.00 
                                            ----------  ---------------------  ----------  ----------  ----------------

Income from investment operations:
   Net investment income                        0.427                  0.431       0.422       0.404             0.338 
   Net realized and unrealized gain (loss)
      on investments                            0.138                  0.384      (0.102)      1.086            (1.020)
                                            ----------  ---------------------  ----------  ----------  ----------------

Total from investment operations                0.565                  0.815       0.320       1.490            (0.682)
                                            ----------  ---------------------  ----------  ----------  ----------------

Less distributions to shareholders:
   From net investment income                  (0.425)                (0.425)     (0.410)     (0.400)           (0.338)
                                            ----------  ---------------------  ----------  ----------  ----------------

NET ASSET VALUE - END OF PERIOD             $   10.51   $              10.37   $    9.98   $   10.07   $          8.98 
                                            ==========  =====================  ==========  ==========  ================

Total return1                                    5.53%                  8.33%       3.32%      16.78%           (6.82)%

Ratios to average net assets /
    Supplemental Data:
    Expenses                                     0.61%                  0.61%       0.61%       0.65%           0.79%2 
    Net investment income                        4.17%                  4.36%       4.41%       4.36%           3.82%2 

Portfolio turnover                                  3%                     2%          6%          0%                6%

NET ASSETS - END OF PERIOD (000'S OMITTED)  $  60,772   $             45,681   $  37,325   $  28,817   $        17,301 
                                            ==========  =====================  ==========  ==========  ================

</TABLE>


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

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

14
<PAGE>

Notes to Financial Statements

1.      ORGANIZATION

New York Tax Exempt 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.

Shares of the Fund are offered to investors, employees and clients of Manning
& Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 December 31, 1998, 940
million shares have been designated in total among 19 series, of which 50
million have been designated as New York Tax Exempt Series Common Stock.

2.      SIGNIFICANT ACCOUNTING POLICIES
        SECURITY VALUATION
Municipal securities will normally be valued on the basis of market valuations
provided by an independent pricing service (the "Service").  The Service
utilizes the latest price quotations and a matrix system (which considers such
factors as security prices of similar securities, yields, maturities, and
ratings).  The Service has been approved by the Funds Board of Directors.

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 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.

15
<PAGE>

Notes to Financial Statements

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)

        FEDERAL INCOME TAXES (continued)
At December 31, 1998, the Fund, for federal income tax purposes, had a capital
loss carryforward of $19,850. Of this amount, $1,918 will expire on December
31, 2002,  $17,559 will expire on December 31, 2003, $335 will expire on
December 31, 2004, and $38 will expire on December 31, 2006.

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 made 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.  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.

The Fund hereby designates 100% of its ordinary distributions as tax-exempt
dividends for the year ended December 31, 1998.

        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 the 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 the Advisor, for which the
Fund pays 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 $250,787
for the year ended December 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

16
<PAGE>

Notes to Financial Statements

3.      TRANSACTIONS WITH AFFILIATES (continued)

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 $12,038 for the year ended December 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 $6,700 for the year
ended December 31, 1998.

4.      PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1998, purchases and sales of securities, other
than United States Government securities and short-term securities, were
$15,763,348 and $1,275,064, respectively.

5.      CAPITAL STOCK TRANSACTIONS

Transactions in shares of New York Tax Exempt Series were:

<TABLE>

<CAPTION>



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

             For the Year                   For the Year
             Ended 12/31/98                 Ended 12/31/97
             ---------------                ---------------              
             Shares           Amount        Shares           Amount
             ---------------  ------------  ---------------  ------------

Sold              1,763,211   $18,531,432          880,742   $ 8,945,358 
Reinvested          191,072     2,000,958          171,409     1,740,404 
Repurchased        (577,357)   (6,039,258)        (389,781)   (3,971,314)
             ---------------  ------------  ---------------  ------------
Total             1,376,926   $14,493,132          662,370   $ 6,714,448 
             ===============  ============  ===============  ============
</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 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 December 31, 1998.

17
<PAGE>

Notes to Financial Statements

7.      CONCENTRATION OF CREDIT

The Fund primarily invests in debt obligations issued by the State of
New York and its political     subdivisions, agencies, and public authorities
to obtain funds for various public purposes.  The Fund is more susceptible to
factors adversely affecting issues of New York municipal securities than is a
municipal bond fund that is not concentrated in these issues to the same
extent.

18
<PAGE>

Independent Accountants Report

To the Shareholders and the Board of Directors of
Exeter Fund, Inc._ New York Tax Exempt Series:

In our opinion, the accompanying statements of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the  Exeter Fund,
Inc. (formerly Manning & Napier Fund, Inc.) _ New York Tax Exempt Series at
December 31, 1998, the results of its operations, the changes in its net
assets, and its financial highlights for each of the periods indicated
therein, in conformity with generally accepted accounting principles.  These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits, which included
confirmation of securities at December 31, 1998 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP

Boston, Massachusetts
February 5, 1999

19
<PAGE>
<PAGE>



EXETER FUND, INC.
OHIO TAX EXEMPT SERIES

ANNUAL REPORT

DECEMBER 31, 1998

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

DEAR SHAREHOLDERS:

If  you  step  back  and  think  about  it,  domestic  fixed  income portfolio
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,
the  world  has  shrunk  in  an economic sense. That means that bond managers,
whether  they  focus  on  taxable or tax-exempt securities, can no longer rely
strictly  on a domestic economic perspective. They must incorporate the global
factors that impact domestic interest rates into their investment process.

The  logical  question  that  arises is what can international events possibly
have  to  do  with municipal bonds issued by state and local governments?  The
answer  is that interest rates across all sectors, including munis, key off of
U.S.  Treasury  interest rates. The relative attractiveness of municipal bonds
depends  upon  their relationship to U.S. Treasury rates. That is why they are
often quoted as a percentage of U.S. Treasury yields.

With  that  in  mind,  we would like to discuss some of the global events that
have  impacted  the  U.S. fixed income markets during the second half of 1998.
The  international  event  that  triggered  the  greatest response occurred in
August  of  last  year when Russia effectively defaulted on its internal debt,
and  the  world concluded that the  Russian economy was about to implode. That
triggered  an  almost universal reassessment of investors risk tolerances, and
what followed was an overall flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income markets.
However, not all sectors of the market benefited equally. The vast majority of
the  money  flowed into the U.S. Treasury marketplace, causing their yields to
move  down  much  faster than all other fixed income sectors, including munis.
The  disparity  became  so great that there were times at the end of the third
quarter  and  the  start  of  the  fourth, that the yields for long munis were
higher than the yields for 30-year U.S. Treasury bonds.

Interestingly,  longer-term  U.S.  Treasuries  performed  the  best  at first.
Shorter-term  U.S.  Treasury securities are much more dependent on the actions
of theFederal  Reserve  (the "Fed") and the Fed did not cut short-term rates 
until thebeginning  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 three separate occasions.

By  the  end  of October, U.S. Treasury interest rates were down more than 100
basis  points from the beginning of the year. The declines in muni yields were
much  less  pronounced.  Shorter-term  muni rates had fallen by about 50 basis
points  (0.50%),  while  longer-term  munis  only  experienced declines in the
neighborhood of 25 basis points(0.25%) .

The  actions of the Fed helped alleviate the concerns of the financial markets
and  the  flight  to  quality  that  drove U.S. Treasury rates so low reversed
itself  somewhat.  This caused U.S. Treasury rates to rise modestly during the
last  two  months of the year, while most other fixed income sectors including
munis held their ground.

1
<PAGE>

Management Discussion and Analysis (continued)

The  performance  of  the  Ohio  Tax  Exempt  Series  reflects  the decline in
municipal  interest  rates  as  it earned its coupon and generated modest, yet
unrealized  capital  gains.  The Ohio Tax Exempt series returned 5.35% over the
last 12 months, a touch lower than its comparable benchmark, the Merrill Lynch
Intermediate  Municipal  Index  which  returned  6.27%  for the year, but that
return  does  not  account  for  fees.  Furthermore, the index includes higher
yielding,  lower  rated  securities (i.e. securities rated triple-B) which our
funds at this time do not.

It  has  been  an interesting year in the financial markets with global events
dictating  how  the  domestic  fixed  income  markets,  including  munis, have
performed.  In  some cases, interesting  has  meant "troubling" (i.e. emerging
markets) while in others, it has meant joyous (i.e. long U.S. Treasury bonds).
Going  forward  investors  should  expect  their  managers  to  rely  upon  an
increasingly global focus. Failure to do so can be expensive.

As  always it has been a pleasure helping you meet your investment objectives,
we look forward to helping you meet those goals in the future. We hope you and
your family have a safe and prosperous 1999.

Sincerely,



Exeter Asset Management


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

Portfolio Composition1 - As of 12/31/98
<TABLE>

<CAPTION>



<S>                       <C>

General Obligation Bonds  59%
Revenue Bonds             40%
Pre-Refunded Bonds         1%

</TABLE>



1 As a percentage of municipal securities.

[graphic]
<pie chart>

Quality Ratings2 - As of 12/31/98

Data for pie chart to follow
<TABLE>

<CAPTION>



<S>  <C>

Aaa  89%
Aa    9%
A     2%
</TABLE>


2 Using Moodys Ratings, as a percentage of municipal securities (unaudited).

2
<PAGE>

Performance Update as of December 31, 1998

Exteter Fund, Inc. Ohio Tax Exempt Series
<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $           10,535          5.35%     5.35%
Inception 2  $           12,882         28.82%     5.32%
</TABLE>



Merrill Lynch Intermediate Municipal Index
<TABLE>

<CAPTION>



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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $           10,627          6.27%     6.27%
Inception 2  $           13,183         31.83%     5.82%

</TABLE>



The value of a $10,000 investment in the
Exeter Fund, Inc. - Ohio
Tax Exempt Series from its inception

(2/14/94) to present (12/31/98) as
compared to the Merrill Lynch Intermediate
Municipal Index.1

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

<CAPTION>



<S>       <C>                     <C>

          Exeter Fund, Inc.       Merrill Lynch Intermediate
Date      Ohio Tax Exempt Series  Municipal Index

01/17/94                 $10,000                     $10,000
12/31/94                   9,377                       9,709
12/31/95                  10,985                      11,009
12/31/96                  11,331                      11,520
12/31/97                  12,228                      12,406
12/31/98                  12,882                      13,183
</TABLE>


1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 116 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance numbers are calculated from
February 14, 1994, the Fund's inception date.  The Fund's
performance is historical and may not be indicative of future results

3
<PAGE>


Investment Portfolio- December 31, 1998

<TABLE>

<CAPTION>



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

                                                               Credit       Principal   Value
                                                               Rating*      Amount       (Note 2)
                                                               (unaudited)
OHIO MUNICIPAL SECURITIES - 97.21%

Akron Bath Copley Joint Twnshp. Childrens Hos. Med. Ctr.,
   Revenue Bond, 7.45%, 11/15/2020                             Aaa          $   50,000  $ 54,613 
Akron Limited Tax, G.O. Bond, 4.10%, 12/1/2001                 Aaa              65,000    66,017 
Akron Waterworks, Revenue Management Bond, 5.70%,
   3/1/2007                                                    Aaa             100,000   109,032 
Allen County, G.O. Bond, 5.30%, 12/1/2007                      Aaa             100,000   105,787 
Amherst Police & Jail Facility, G.O. Bond, 5.375%,             Aaa              50,000    52,912 
 12/1/2012
Avon Lake, G.O. Bond, 5.70%, 12/1/2006                          A               60,000    64,741 
Avon Lake, G.O. Bond, 6.00%, 12/1/2009                          A               40,000    43,302 
Barberton City School District, G.O. Bond, 5.125%, 11/1/2022   Aaa             500,000   499,620 
Bedford Heights, G.O. Bond, Series A, 5.65%, 12/1/2014         Aaa              60,000    66,772 
Belmont County, G.O. Bond, 5.15%, 12/1/2010                    Aaa             100,000   104,624 
Brecksville-Broadview Heights City School District, G.O.
   Bond, 5.25%, 12/1/2021                                      Aaa             115,000   117,222 
Canton City School District, G.O. Bond, 5.85%, 12/1/2007       Aaa              40,000    44,771 
Chagrin Falls Exempt Village School District, G.O. Bond,
   5.55%, 12/1/2022                                            Aa3             100,000   104,893 
Cincinnati, G.O. Bond, 4.60%, 12/1/2003                        Aal              50,000    51,918 
Cleveland City School District, G.O. Bond, 5.875%,             Aaa             125,000   135,384 
 12/1/2011
Cleveland Public Power Systems Ref., G.O. Bond, 5.00%,         Aaa             500,000   494,245 
 11/15/2024
Cleveland Waterworks Revenue Ref. & Impt. - First  Meeting,
   Revenue Bond, Series H, 5.50%, 1/1/2010                     Aaa             170,000   184,744 
Cleveland Waterworks, Revenue Bond, First Meeting, Series G,
   5.50%, 1/1/2013                                             Aaa             100,000   109,649 
Cleveland Waterworks Ref & Impt., Revenue Bond, Series I,      Aaa             265,000   262,596 
 5.00% ,1/1/2028
Columbus, G.O. Bond, Series 1, 5.25%, 9/15/2018                Aaa             195,000   199,740 
Columbus Sewer Improvement Number 28, G.O. Bond,
   6.00%, 5/1/2011                                             Aaa             155,000   171,242 
Columbus, G.O. Bond,  Series 1, 4.625%, 6/15/2018              Aaa             200,000   193,392 
Columbus, G.O. Bond, Series D, 5.50%, 9/15/2008                Aaa              50,000    54,217 
Crawford County, G.O. Bond, 6.75%, 12/1/2019                   Aaa             175,000   200,912 
Cuyahoga Falls, G.O. Bond, 7.20%, 12/1/2010                    N/R              75,000    79,259 
</TABLE>


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

4
<PAGE>

Investment Portfolio- December 31, 1998

<TABLE>

<CAPTION>



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

                                                                  Credit       Principal   Value
                                                                  Rating*      Amount       (Note 2)
                                                                  (unaudited)
OHIO MUNICIPAL SECURITIES (continued)
Delaware City School Distrcit, G.O. Bond., 5.00%, 12/01/2025      Aaa          $  450,000  $446,036 
Delaware City School District, Construction & Impt., G.O.
   Bond, Series B, 5.20%, 12/1/2016                               Aaa             100,000   102,403 
Dublin City School District, G.O. Bond, 5.00%, 12/1/2019          Aaa             300,000   298,830 
Erie County Revenue Ref & Impt., G.O. Bond, 4.75%, 10/1/2019      Aaa             175,000   168,940 
Fairfield County Hospital Impt., Lancaster-Fairfield Community    Aaa              50,000    54,879 
   Hospital, Revenue Bond, 7.00%, 6/15/2012
Findlay Water, Revenue Bond, 5.45%, 11/1/2008                     Aaa             100,000   106,152 
Franklin County, G.O. Bond, 4.95%, 12/1/2004                      Aaa              50,000    52,971 
Franklin County, G.O. Bond, 5.50%, 12/1/2013
Gahanna-Jefferson City School District, G.O. Bond, 4.75%,         Aaa             100,000   107,551 
   12/1/1999                                                      Aaa              50,000    50,788 

Greene County Sewer System, Revenue Bond, 5.50%,
   12/1/2018                                                      Aaa              30,000  $ 31,294 
Hamilton County Sewer System Ref. & Impt. - Metro Sewer
   District, Revenue Bond, Series A, 5.00%, 12/1/2014             Aaa             125,000   126,411 
Hilliard School District, G.O. Bond, 6.35%, 12/1/2003             Aaa              60,000    66,692 
Hilliard School District, G.O. Bond, Series A, 5.00%, 12/1/2020   Aaa             225,000   224,397 
Indian Lake Local School District Construction & Impt.,
   G.O. Bond, 5.375%, 12/1/2023                                   Aaa             220,000   226,824 
Kettering City School District School Impt., G.O. Bond,
   5.30%, 12/1/2014                                               Aaa             125,000   130,334 
Kettering City School District, G.O. Bond, 4.85%, 12/1/2006       Aaa              40,000    42,098 
Kettering City School District, G.O. Bond, 5.25%, 12/1/2022       Aaa              60,000    60,968 
Kings Local School District, G.O. Bond, 5.50%, 12/1/2021          Aaa             115,000   119,685 
Lakewood City School District, G.O. Bond, 5.55%,                  A1              100,000   105,086 
 12/1/2013
Lakota Local School District, G.O. Bond, 5.75%, 12/1/2006         Aaa              50,000    54,930 
Lakota Local School District, G.O. Bond, 7.00%, 12/1/2008         Aaa             100,000   122,606 
Mahoning County, G.O. Bond, 5.70%, 12/1/2009                      Aaa             150,000   163,191 
Mason City School District, G.O. Bond, 5.00%, 12/1/2007           Aaa             120,000   126,016 
Mentor, G.O. Bond, 5.25%, 12/01/2017                              Aa3             100,000   102,798 
Montgomery County, G.O. Bond, 5.30%, 9/1/2007                     Aa3              65,000    68,780 
Montgomery County, Moraine-Beaver Creek Sewers, Revenue
   Bond, 5.60%, 9/1/2011                                          Aaa             100,000   107,013 
</TABLE>


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

5
<PAGE>

Investment Portfolio - December 31, 1998

<TABLE>

<CAPTION>



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

                                                               Credit       Principal   Value
                                                               Rating*      Amount       (Note 2)
                                                               (unaudited)
OHIO MUNICIPAL SECURITIES (continued)
North Canton City School Ref., G.O. Bond, 5.00%, 12/1/2019     Aaa          $  400,000  $399,984 
North Olmstead, G.O. Bond, 6.20%, 12/1/2011                    Aaa             200,000   231,106 
North Olmstead, G.O. Bond, 5.00%, 12/1/2016                    Aaa             125,000   126,475 
Northwood Local School District, G.O. Bond, 5.55%, 12/1/2006   Aaa              65,000    71,508 
Northwood Local School District, G.O. Bond, 6.20%, 12/1/2013   Aaa              40,000    44,893 
Ohio, G.O. Bond, 6.50%, 8/1/2011                               Aal              50,000    54,001 
Ohio Building Authority, Local Jail Grant, Revenue Bond,
   Series A, 4.65%, 10/1/2005                                  Aaa              50,000    51,918 
Ohio Building Authority, State Facilities - Administration
   Building, Revenue Bond, 5.50%, 10/1/2005                    Aaa              50,000    54,411 
Ohio Higher Education Facility, University of Dayton           Aaa             100,000   107,150 
 Project, Revenue Bond, 5.80%, 12/1/2019
Ohio Public Facilities, Higher Education, Revenue Bond,
   Series II-A, 4.25%, 12/1/2002                               Aaa              50,000  $ 50,975 
Ohio State Infrastructure Improvement, G.O. Bond, 5.20%,
   8/1/2010                                                    Aal             250,000   267,593 
Ohio State Turnpike, Revenue Bond, Series A, 5.40%,
   2/15/2009                                                   Aaa             250,000   271,185 
Ohio State Turnpike, Revenue Bond, Series A, 5.70%,
   2/15/2017                                                   Aaa             125,000   139,838 
Ohio State Water Development Authority Ref. & Impt.  -
   Pure Water, Revenue Bond, 5.75%, 12/1/2005                  Aaa              60,000    64,756 
Ohio State Water Development Authority Pure Water,
    Revenue  Bond, Series I, 6.00%, 12/1/2016                  Aaa              40,000    45,339 
Ohio State Water Development Authority, Pollution Control
   Facility, Revenue Bond, 5.25%, 12/1/2014                    Aaa             100,000   103,736 
Ohio State Water Development Authority, Revenue Bond,
 5.125%, 12/01/2023                                            Aaa             300,000   299,778 
Ontario Local School District, G.O. Bond,  5.00%, 12/1/2023    Aaa             500,000   495,755 
Ottawa County, G.O. Bond, 5.45%, 9/1/2006                      Aaa              30,000    32,592 
Pickerington Local School District Construction & Impt.,
   G.O. Bond, 5.375%, 12/1/2019                                Aaa             150,000   154,325 
Pickerington Water Systems Improvements, G.O. Bond,
   5.85%, 12/1/2013                                            Aaa              50,000    54,930 
</TABLE>



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

6
<PAGE>

Investment Portfolio - December 31, 1998

<TABLE>

<CAPTION>




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

                                                           Credit       Principal   Value
                                                           Rating*      Amount          (Note 2)
                                                           (unaudited)
OHIO MUNICIPAL SECURITIES (continued)
Reynoldsburg City School District, G.O. Bond, 6.55%,
   12/1/2017                                               Aaa          $  175,000  $   196,123 
Rocky River City School District, G.O. Bond, Series A,
   6.90%, 12/1/2011                                        Aa2              50,000       54,198 
Rural Lorain Water Authority Ref. & Impt., Revenue Bond,
   5.30%, 10/1/2012                                        Aaa             110,000      116,247 
South-Western City School District, Franklin & Pickway
   Counties, G.O. Bond, 4.80%, 12/1/2006                   Aaa             100,000      104,188 
Stark County, G.O. Bond, 5.70%, 11/15/2017                 Aaa             100,000      105,791 
Summit County, G.O. Bond, 5.75%, 12/1/2008                 Aaa             175,000      191,338 
Toledo Sewer System, Revenue Bond, 6.35%, 11/15/2017       Aaa             185,000      208,945 
Toledo, G.O. Bond, 5.95%, 12/1/2015                        Aaa             175,000      192,801 
Trumbull County, G.O. Bond, 6.20%, 12/1/2014               Aaa             100,000      111,953 
Warren, G.O. Bond, 5.20%, 11/15/2013                       Aaa              50,000       53,675 
Warren County Waterworks, Revenue Bond, 6.00%, 12/1/2014   Aaa             100,000      110,132 
Warren County Waterworks, Revenue Bond, 5.45%, 12/1/2015   Aaa             140,000      145,789 
Warren County Waterworks, Revenue Bond, 5.00%, 11/1/2022   Aaa             250,000      247,920 
Westlake Ref. & Impt., G.O. Bond, 5.50%, 12/1/2020         Aal             295,000      309,635 
Wood County, G.O. Bond, 5.40%, 12/1/2013                   Aa3              50,000       52,587 
Youngstown, G.O. Bond, 6.125%, 12/1/2014                   Aaa              50,000       55,782 
                                                                                    ------------

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $11,597,885)                                                     12,218,619 
                                                                                    ------------

SHORT-TERM INVESTMENTS - 1.89%
   Dreyfus Municipal Reserves
   (Identified Cost $236,176)                                              236,176      236,176 
                                                                                    ------------
TOTAL INVESTMENTS - 99.10%
   (Identified Cost $11,834,061)                                                     12,454,795 

OTHER ASSETS, LESS LIABILITIES - 0.90%                                                  114,491 
                                                                                    ------------

NET ASSETS - 100%                                                                   $12,569,286 
                                                                                    ============
</TABLE>



Key -
G.O. Bond - General Obligation Bond                                           
Hos. - Hospital
Med. Ctr. - Medical Center
Impt. -  Improvement                                                          
Ref. - Refunding
*Credit Ratings from Moodys (unaudited)

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

7
<PAGE>

Federal Tax Information:

At December 31, 1998 the net unrealized appreciation (based on identified cost
for federal income tax purposes of $11,834,061) was as follows:

<TABLE>

<CAPTION>



<S>                            <C>

Unrealized appreciation        $659,176 
Unrealized depreciation         (38,442)
                               ---------

UNREALIZED APPRECIATION - NET  $620,734 
                               =========
</TABLE>



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

8
<PAGE>

Statement of Assets and Liabilities
<TABLE>

<CAPTION>



<S>                                                          <C>

DECEMBER 31, 1998
ASSETS:

Investments, at value (identified cost $11,834,061)(Note 2)  $12,454,795 
Interest receivable                                               90,607 
Receivable for fund shares sold                                   46,700 
                                                             ------------

TOTAL ASSETS                                                  12,592,102 
                                                             ------------


LIABILITIES:

Accrued management fee (Note 3)                                    5,320 
Accrued Directors' fees (Note 3)                                   3,279 
Transfer agent fees payable (Note 3)                                 255 
Audit fee payable                                                 12,508 
Other payables and accrued expenses                                1,454 
                                                             ------------

TOTAL LIABILITIES                                                 22,816 
                                                             ------------

NET ASSETS FOR 1,179,070 SHARES OUTSTANDING                  $12,569,286 
                                                             ============

NET ASSETS CONSIST OF:

Capital stock                                                $    11,790 
Additional paid-in-capital                                    11,921,229 
Undistributed net investment income                               15,886 
Accumulated net realized loss on investments                        (353)
Net unrealized appreciation on investments                       620,734 
                                                             ------------

TOTAL NET ASSETS                                             $12,569,286 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($12,569,286/1,179,070 shares)                               $     10.66 
                                                             ============
</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 December 31, 1998


INVESTMENT INCOME:



Interest                                                  $494,263
                                                          --------
EXPENSES:
Management fee (Note 3)                                     50,474
Directors' fees (Note 3)                                     6,700
Transfer agent fees (Note 3)                                 2,423
Audit fee                                                   12,600
Custodian fee                                                3,000
Miscellaneous                                                4,969
                                                          --------
Total Expenses                                              80,166
                                                          --------
NET INVESTMENT INCOME                                      414,097
                                                          --------
REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)       426
Net change in unrealized appreciation on investments        85,980
                                                          --------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS                                            86,406
                                                          --------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $500,503
                                                          ========
</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 Year      For the Year

                                                       Ended 12/31/98    Ended 12/31/97
                                                       ----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:



OPERATIONS:

Net investment income                                  $        414,097   $       380,786 
Net realized gain (loss) on investments                             426              (779)
Net change in unrealized appreciation on investments             85,980           296,013 
                                                       ----------------  ----------------
Net increase from operations                                    500,503           676,020 
                                                       ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (Note 2):

From net investment income                                     (405,764)         (375,341)
                                                       ----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)         3,168,569         1,307,744 
                                                       ----------------  ----------------
Net increase in net assets                                    3,263,308         1,608,423 
                                                             


NET ASSETS:

Beginning of year                                            9,305,978         7,697,555 
                                                       ----------------  ----------------
                                                                       
End of year (including undistributed net investment
   income of $15,886 and $7,553, respectively)         $    12,569,286   $     9,305,978 
                                                       ================  ================
</TABLE>



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

11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>

<S>                                            <C>            <C>

                                               For the
                                               Years Ended
                                                   12/31/98    12/31/97 
                                               -------------  ----------
Per share data (for a share outstanding

throughout each period):

Net asset value  -  Beginning  of period       $      10.53   $   10.18 
                                               -------------  ----------

Income from investment operations:

   Net investment income*                             0.430       0.446 
   Net realized and unrealized gain (loss)
     on investments                                   0.125       0.344 
                                               -------------  ----------
Total from investment operations                      0.555       0.790 
                                               -------------  ----------
Less distributions to shareholders:

   From net investment income                        (0.425)     (0.440)
   From net realized gain on investments                 --          -- 
                                               -------------  ----------
Total distributions to shareholders                  (0.425)     (0.440)
                                               -------------  ----------
Net asset value - End of period                $      10.66   $   10.53 
                                               =============  ==========

Total return 1                                         5.35%       7.92%

Ratios of expenses (to average net assets) /
   Supplemental Data:

   Expenses*                                           0.79%       0.79%
   Net investment income*                              4.10%       4.37%

Portfolio turnover                                        5%         12%

Net assets - End of period (000's omitted)     $     12,569   $   9,306 
                                               =============  ==========
</TABLE>

<TABLE>

<CAPTION>

<S>                                         <C>         <C>         <C>
  
                                                                    For the Period
                                                                            2/14/94 
                                                                      (commencement 
                                                                    of operations)
                                             12/31/96    12/31/95   to 12/31/94
                                            ----------  ----------  ----------------
Per share data (for a share outstanding
throughout each period):

Net asset value  -  Beginning  of period    $   10.31   $    9.18   $         10.00 
                                            ----------  ----------  ----------------
Income from investment operations:
   Net investment income*                        .439       0.419             0.205 
   Net realized and unrealized gain (loss)
    on investments                             (0.129)      1.136            (0.828)
                                            ----------  ----------  ----------------
Total from investment operations                0.310       1.555            (0.623)
                                            ----------  ----------  ----------------
Less distributions to shareholders:
   From net investment income                  (0.438)     (0.425)           (0.197)
   From net realized gain on investments       (0.002)         --                -- 
                                            ----------  ----------  ----------------
Total distributions to shareholders            (0.440)     (0.425)           (0.197)
                                            ----------  ----------  ----------------
Net asset value - End of period             $   10.18   $   10.31   $          9.18 
                                            ==========  ==========  ================
Total return 1                                   3.16%      17.14%           (6.23)%

Ratios to average net assets
   Supplemental Data:
   Expenses*                                     0.85%       0.85%           0.85%2 
   Net investment income*                        4.40%       4.50%           4.03%2 

Portfolio turnover                                  2%          1%                2%

Net assets - End of period (000's omitted)  $   7,698   $   6,144   $         3,901 
                                            ==========  ==========  ================
</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, 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            N/A  N/A  $0.437   $0.411   $ 0.141

Ratios (to average net assets):

Expenses                         N/A  N/A    0.87%    0.94%   2.07%2
Net investment income            N/A  N/A    4.38%    4.41%   2.81%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
Ohio Tax Exempt 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.

Shares of the Fund are offered to investors, employees and clients of Manning
& Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 December 31, 1998, 940
million shares have been designated in total among 19 series, of which 50
million have been designated as Ohio Tax Exempt Series Common Stock.

2.      SIGNIFICANT ACCOUNTING POLICIES
        SECURITY VALUATION
Municipal securities will normally be valued on the basis of market valuations
provided by an independent pricing service (the "Service").  The Service
utilizes the latest price quotations and a matrix system (which considers such
factors as security prices of similar securities, yields, maturities, and
ratings).  The Service has been approved by the Funds Board of Directors.

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 approved by and under the general
supervision 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.

13
<PAGE>

Notes to Financial Statements

2.      SIGNIFICANT ACCOUNTING POLICIES(continued)
        FEDERAL INCOME TAXES(continued)
At December 31, 1998, the Fund, for federal income tax purposes, had    
a capital loss carry forward of $353 that will expire December 31, 2005.

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 tax exempt income are made quarterly.
Distributions are recorded on the ex-dividend date.  Distributions of net
realized gains are made 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.  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.

The fund hereby designates 100% of its ordinary distributions as tax-    
exempt dividends for the year ended December 31, 1998.

        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 the 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 the Advisor, for which the
Fund pays   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 $50,474 for
the year ended December 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.

14
<PAGE>

Notes to Financial Statements

3.   TRANSACTIONS WITH AFFILIATES (continued)
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 $2,423 for the year ended December 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 $6,700 for the year
ended December 31, 1998.



4.      PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of securities, other
than United States Government securities and short-term securities, were
$3,673,251 and $449,392, respectively.

5.      CAPITAL STOCK TRANSACTIONS
Transactions in shares of Ohio Tax Exempt Series were:

<TABLE>

<CAPTION>

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

             For the Year                   For the Year
              Ended 12/31/98                 Ended 12/31/97
             ---------------                ----------------
             Shares            Amount       Shares            Amount
             ---------------   -----------  ----------------  ------------
Sold                 406,999   $4,339,586           312,374   $ 3,225,466 
Reinvested            36,480      393,729            34,046       351,939 
Repurchased         (148,132)  (1,564,746)         (219,088)   (2,269,661)
             ----------------  -----------  ----------------  ------------
Total                295,347   $3,168,569           127,332   $ 1,307,744 
             ================  ===========  ================  ============

</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 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 December  31, 1998.

15
<PAGE>

Notes to Financial Statements


7.      CONCENTRATION OF CREDIT
The Fund primarily invests in debt obligations issued by the State of Ohio
and its political subdivisions, agencies, and public authorities to
obtain funds for various public purposes.  The Fund is more susceptible to
factors adversely affecting issues of Ohio municipal securities than is a
municipal bond fund that is not concentrated in these issues to the same
extent.

16
<PAGE>

Independent Accountants Report

TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF
EXETER FUND, INC.- OHIO TAX EXEMPT SERIES:

In our opinion, the accompanying statements of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the  Exeter Fund,
Inc. (formerly Manning & Napier Fund, Inc.) - Ohio Tax Exempt Series at
December 31, 1998, the results of its operations, the changes in its net
assets, and its financial highlights for each of the periods indicated
therein, in conformity with generally accepted accounting principles.  These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits, which included
confirmation of securities at December 31, 1998 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 5, 1999

17
<PAGE>
<PAGE>


EXETER FUND, INC.

DIVERSIFIED TAX EXEMPT SERIES

ANNUAL REPORT
DECEMBER 31, 1998
<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

DEAR SHAREHOLDERS:

If  you  step  back  and  think  about  it,  domestic  fixed  income portfolio
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,
the  world  has  shrunk  in  an economic sense. That means that bond managers,
whether  they  focus  on  taxable or tax-exempt securities, can no longer rely
strictly  on a domestic economic perspective. They must incorporate the global
factors that impact domestic interest rates into their investment process.

The  logical  question  that  arises is what can international events possibly
have  to  do  with municipal bonds issued by state and local governments?  The
answer  is that interest rates across all sectors, including munis, key off of
U.S.  Treasury  interest rates. The relative attractiveness of municipal bonds
depends  upon  their relationship to U.S. Treasury rates. That is why they are
often quoted as a percentage of U.S. Treasury yields.

With  that  in  mind,  we would like to discuss some of the global events that
have  impacted  the  U.S. fixed income markets during the second half of 1998.
The  international  event  that  triggered  the  greatest response occurred in
August  of  last  year when Russia effectively defaulted on its internal debt,
and  the  world  concluded that the Russian economy was about to implode. That
triggered an  almost universal reassessment of investors' risk tolerances, and
what followed was an overall flight to quality.

One  of  the  primary beneficiaries of this was the U.S. fixed income markets.
However, not all sectors of the market benefited equally. The vast majority of
the  money  flowed into the U.S. Treasury marketplace, causing their yields to
move  down  much  faster than all other fixed income sectors, including munis.
The  disparity  became  so great that there were times at the end of the third
quarter  and  the  start  of  the  fourth, that the yields for long munis were
higher than the yields for 30-year U.S. Treasury bonds.

Interestingly,  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 (the  "Fed") and the Fed did not cut short-term rates
until  the  beginning of October. The Feds 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 three 
separate occasions.

By  the  end  of October, U.S. Treasury interest rates were down more than 100
basis  points from the beginning of the year. The declines in muni yields were
much  less  pronounced.  Shorter-term  muni rates had fallen by about 50 basis
points  (0.50%),  while  longer-term  munis  only  experienced declines in the
neighborhood of 25 basis points (0.25%).

The  actions of the Fed helped alleviate the concerns of the financial markets
and  the  flight  to  quality  that  drove U.S. Treasury rates so low reversed
itself  somewhat.  This caused U.S. Treasury rates to rise modestly during the
last  two  months of the year, while most other fixed income sectors including
munis held their ground.

1
<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

The  performance  of the Diversified Tax-Exempt series reflects the decline in
municipal  interest  rates  as  it earned its coupon and generated modest, yet
unrealized  capital  gains.  The  Diversified  series posted a 5.49% return in
1998,  a  touch  lower than its comparable benchmark, the Merrill Lynch 
Intermediate Municipal  Index  which  returned 6.27% for the year, but that 
return does not account  for  fees.    Furthermore,  the index includes higher 
yielding, lower rated securities (i.e. securities rated triple-B) which our
funds at this time do not.

It  has  been  an interesting year in the financial markets with global events
dictating  how  the  domestic  fixed  income  markets,  including  munis, have
performed.  In  some  cases, interesting has  meant "troubling" (i.e. emerging
markets) while in others, it has meant "joyous" (i.e. long U.S. 
Treasury bonds). Going  forward  investors  should  expect  their  managers 
to  rely upon an increasingly global focus. Failure to do so 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 prosperous 1999.

Sincerely,



Exeter Asset Management

[graphic]
<pie chart>

Data for pie chart to follow:

Portfolio Composition1  -As of 12/31/98

<TABLE>

<CAPTION>

<S>                         <C>

General Obligation Bonds -  75%
Revenue Bonds -             24%
Pre-Refunded Bonds -         1%

</TABLE>


1 As a percentage of municipal securities

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

Quality Ratings2  - As of 12/31/98

<TABLE>

<CAPTION>



<S>    <C>

Aaa -  80%
Aa -   15%
A -     5%
</TABLE>



2  Using  Moody's  Ratings,  as  a  percentage  of  municipal  securities
(unauditied).

2
<PAGE>

PERFORMANCE UPDATE AS OF DECEMBER 31, 1998

Exeter Fund, Inc. Diversified Tax Exempt Series

<TABLE>

<CAPTION>

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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $           10,549          5.49%     5.49%
Inception 2  $           12,944         29.44%     5.43%

</TABLE>

The  value  of a $10,000 investment in the Exeter Fund, Inc. - Diversified Tax
Exempt  Series  from its inception (2/14/94) to present (12/31/98) as compared
to the Merrill Lynch Intermediate Municipal Index.1

Merril Lynch Intermediate Municipal Index

<TABLE>

<CAPTION>


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

                                 Total Return
Through      Growth of $10,000                  Average
12/31/98     Investment          Cumulative     Annual

One Year     $           10,627          6.27%     6.27%
Inception 2  $           13,183         31.83%     5.82%

</TABLE>


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

<TABLE>

<CAPTION>


<S>       <C>                      <C>

          Exeter Fund, Inc.        Merrill Lynch
          Diversified Tax Eexmpt   Intermediate Municipal
Date      Series                   Index
01/17/94  $                10,000  $                10,000
12/31/94                    9,461                    9,709
12/31/95                   11,003                   11,009
12/31/96                   11,370                   11,520
12/31/97                   12,270                   12,406
12/31/98                   12,944                   13,183
</TABLE>
  
1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 116 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance numbers are calculated from
February 14, 1994, the Fund's inception date.  The Fund's
performance is historical and may not be indicative of future results.

3
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>



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

                                                                                   Credit Rating*   Principal   Value
                                                                                       (unaudited)  Amount         (Note 2)
                                                                                   ---------------  ----------             
MUNICIPAL SECURITIES - 96.42%

ALABAMA - 1.46%
Bessemer Government Utility Service Water Supply, Revenue Bond, 5.20%, 6/01/2024   Aaa              $  500,000  $  505,990 
                                                                                                                -----------
ALASKA - 0.94%
Anchorage, G.O. Bond, 6.10%, 8/1/2004                                              Aaa                 300,000     323,841 
                                                                                                                -----------
ARIZONA - 1.37%
Central Arizona Water Conservation District, Revenue Bond,
    4.70%, 5/1/2004                                                                Aaa                 200,000     208,244 
Maricopa County School District No. 097 Deer  Valley, G.O.
    Bond, Series A, 5.20%, 7/1/2007                                                Aaa                 250,000     267,035 
                                                                                                                -----------
                                                                                                                   475,279 
                                                                                                                -----------
CALIFORNIA - 3.18%
California State, G.O. Bond, 4.75%, 12/1/2028                                      Aa3                 795,000     756,013 
Wiseburn School District, G.O. Bond, Series A, 5.25%, 8/1/2016                     Aaa                 330,000     343,421 
                                                                                                                -----------
                                                                                                                 1,099,434 
                                                                                                                -----------

COLORADO - 0.53%
El Paso County School District No. 020, G.O. Bond, Series A,
    6.20%, 12/15/2007                                                              Aaa                 160,000     183,973 
                                                                                                                -----------

DELAWARE - 0.60%
Wilmington, G.O. Bond, Series B, 5.90%, 4/1/2000                                   Aaa                 200,000     206,474 
                                                                                                                -----------

FLORIDA - 6.81%
Dade County School District, G.O. Bond, 6.125%, 8/1/2008                           Aaa                 150,000     159,449 
Florida State Board of Education Capital Outlay Public Ed.,
    G.O. Bond, Series A, 5.00%, 6/1/2027                                            Aa2                 750,000     742,110 
Florida State Board of Education Capital Outlay Public Ed.,
    G.O. Bond, Series C, 5.60%, 6/1/2025                                            Aaa                 135,000     142,011 
Florida State Dept. of Environmental Preservation 2000, Revenue
    Bond, Series A, 4.50%,  7/1/2003                                               Aaa                 200,000     205,740 
Florida State Senior Lien - Jacksonville Trans, G.O. Bond,
     5.00%, 7/1/2027                                                               Aa2                 710,000     702,552 
Hillsborough County Capital Improvement  Program, Revenue
    Bond, 5.125%, 7/1/2022                                                         Aaa                 400,000     400,744 
                                                                                                                -----------
                                                                                                                 2,352,606 
                                                                                                                -----------

</TABLE>




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

4
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>



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

                                                            Credit Rating*   Principal   Value
                                                                (unaudited)  Amount      (Note 2)
                                                            ---------------  ----------  -----------           
GEORGIA - 3.01%
Atlanta, G. O. Bond, 5.60%, 12/1/2018                       Aa3              $  350,000  $  372,582 
Georgia, G.O. Bond, Series B, 5.65%, 3/1/2012               Aaa                 200,000     224,302 

Rockdale County Water & Sewer Authority, Revenue Bond,
    5.00%, 7/1/2022                                         Aaa                 450,000     444,488 
                                                                                         -----------
                                                                                          1,041,372 
                                                                                         -----------
HAWAII - 0.84%
Hawaii, G.O. Bond, Series CH, 6.00%, 11/1/2007              A1                  260,000     292,040 
                                                                                         -----------

IDAHO - 0.31%
Ada & Canyon Counties Joint School District No. 2
    Meridian, G.O. Bond, 5.10%, 7/30/2005                   Aa2                 100,000     106,761 
                                                                                         -----------

ILLINOIS - 5.28%
Aurora, G.O. Bond, 5.80%, 1/1/2012                          Aaa                 190,000     208,295 
Chicago Schools Financial Authority, G.O. Bond, Series A,
    5.00%, 6/1/2007                                         Aaa                 200,000     209,966 
Chicago, G.O. Bond, Series A, 5.875%, 1/1/2022              Aaa                 100,000     108,063 
Chicago, G.O. Bond, 5.25%, 1/1/2027                         Aaa                 250,000     252,917 
Cook County, G.O. Bond, Series A, 5.00%, 11/15/2022         Aaa                 750,000     735,607 
Illinois, Certificate Participation, Series 1995A, 5.60%,
     7/1/2010                                               Aaa                 100,000     107,950 
Rock Island County School District No. 041, Rock Island,
     G.O. Bond, 5.125%, 12/1/2015                           Aaa                 200,000     203,352 
                                                                                         -----------
                                                                                          1,826,150 
                                                                                         -----------
INDIANA - 3.25%
Bloomington Sewer Works, Revenue Bond, 5.80%, 1/1/2011      Aaa                 150,000     163,446 
Lafayette Waterworks, Revenue Bond, 4.90%, 7/1/2006         Aaa                 140,000     145,443 
South Harrison School Building Corp., Revenue Bond,
    5.125%, 1/15/2021                                       Aaa                 820,000     814,096 
                                                                                         -----------
                                                                                          1,122,985 
                                                                                         -----------
IOWA - 1.88%
Cedar Rapids, G. O. Bond, 6.45%, 6/1/2014                   Aaa                 350,000     382,742 
Iowa City Sewer, Revenue Bond, 5.75%, 7/1/2021              Aaa                 250,000     265,490 
                                                                                         -----------
                                                                                            648,232 
                                                                                         -----------
</TABLE>



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

5
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>




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

                                                               Credit Rating*   Principal   Value
                                                                   (unaudited)  Amount      (Note 2)
                                                               ---------------  ----------  -----------           
KANSAS - 1.46%
Derby, Series A, G.O. Bond, 5.00%, 6/1/2015                    Aaa              $  275,000  $  278,660 
Johnson County Unified School District No. 229, G.O. Bond,
    Series A, 5.00%, 10/1/2014                                 Aa1                 220,000     225,038 
                                                                                            -----------
                                                                                               503,698 
                                                                                            -----------

KENTUCKY - 1.75%
Jefferson County School District Finance Corp. School
    Building, Revenue Bond, Series A, 5.00%, 2/1/2011          Aaa                 300,000     312,411 
Kentucky State Turnpike Authority Revitalization Projects,
    Revenue Bond, 6.50%, 7/1/2008                              Aaa                 250,000     294,020 
                                                                                            -----------
                                                                                               606,431 
                                                                                            -----------

LOUISIANA - 0.91%
New Orleans Sewer Service, Revenue Bond, 5.25%, 6/1/2012       Aaa                 300,000     315,858 
                                                                                            -----------

MAINE - 3.04%
Hermon, G.O. Bond, 5.60%, 11/1/2013                            Aaa                  75,000      81,178 
Kennebec Water District, Revenue Bond, 5.125%, 12/1/2021       Aaa                 750,000     745,462 
Portland, G.O. Bond, 6.20%, 4/1/2006                           Aa1                 200,000     224,848 
                                                                                            -----------
                                                                                             1,051,488 
                                                                                            -----------

MARYLAND - 2.00%
Baltimore Water Project, Revenue Bond, Series A,
    5.55%, 7/1/2009                                            Aaa                 260,000     282,695 
Prince Georges County Public Improvement, G.O. Bond,
    5.00%, 3/15/2014                                           Aaa                 200,000     203,470 
Washington County Public Improvement, G.O. Bond,
    4.875%, 1/1/2010                                           Aaa                 200,000     206,766 
                                                                                            -----------
                                                                                               692,931 
                                                                                            -----------

MASSACHUSETTS - 4.48%
Martha's Vineyard Regional High School District No. 100,
    G.O. Bond, 6.70%, 12/15/2014                               Aaa                 200,000     229,234 
Massachusetts Bay Transit Authority, Revenue Bond, Series B,
    5.25%, 3/1/2026                                            Aaa                 500,000     506,495 
Massachusetts Municipal Electric Supply System, Revenue
    Bond, Series A, 5.00%, 7/1/2017                            Aaa                 200,000     199,642 
Massachusetts State, G.O. Bond, Series C, 5.75%, 8/1/2010      Aaa                 400,000     451,840 

</TABLE>



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

6
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>




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

                                                                Credit Rating*   Principal   Value
                                                                    (unaudited)  Amount      (Note 2)
                                                                ---------------  ----------  -----------           
MASSACHUSETTS (CONTINUED)
Massachusetts Water Resource Authority General Ref.,
    Revenue Bond, Series B, 5.25%, 3/1/2013                     Aaa              $  155,000  $  161,588 
                                                                                             -----------
                                                                                              1,548,799 
                                                                                             -----------

MICHIGAN - 3.97%
Comstock Park Public Schools, G.O. Bond, 5.50%, 5/1/2011        Aaa                 150,000     159,918 
Dearborn School District, G.O. Bond, 5.10%, 5/1/2006            Aaa                 200,000     209,070 
Hudsonville Public Schools, G.O. Bond, 5.15%, 5/01/2027         Aaa                 225,000     224,984 
Lincoln Park School District Ref., G.O. Bond, 5.00%, 5/1/2026   Aaa                 480,000     471,542 
Pinckney Community Schools, G.O. Bond, 5.00%, 5/1/2014          Aaa                 200,000     202,008 
St. Joseph County Sewer Disposal Systems - Constantine,
    G.O. Bond, 5.00%, 4/1/2012                                  Aaa                 100,000     103,268 
                                                                                             -----------
                                                                                              1,370,790 
                                                                                             -----------

MINNESOTA - 2.11%
Minneapolis, G.O. Bond, Series B, 5.20%,  3/1/2013              Aaa                 300,000     314,373 
Minnesota Various Purpose, G.O. Bond, 6.60%, 8/1/1999           Aaa                 200,000     204,162 
Western Minnesota Municipal Power Agency, Revenue
    Bond, 6.625%, 1/1/2016                                      Aaa                 175,000     210,231 
                                                                                             -----------
                                                                                                728,766 
                                                                                             -----------

MISSISSIPPI - 0.65%
Mississippi, G.O. Bond, 6.30%, 12/1/2006                        Aa3                 200,000     224,822 
                                                                                             -----------

MISSOURI - 0.75%
Missouri State Ref.- Third Street Building, G.O. Bond,
    Series A, 5.125%, 8/1/2009                                  Aaa                 250,000     258,315 
                                                                                             -----------

Montana - 0.59%
Montana Long Range Building Project, G.O. Bond, Series A,
    4.875%, 8/1/2010                                            Aa3                 200,000     205,322 
                                                                                             -----------

NEBRASKA - 1.61%
Douglas County School District No. 17, G.O. Bond, 5.00%,
    10/1/2012                                                   Aaa                 545,000     555,093 
                                                                                             -----------

NEVADA - 4.01%
Clark County School District, G.O. Bond,
    6.00%, 6/15/2002                                            Aaa                 100,000     107,173 
Henderson Water, G.O. Bond, Series A, 5.65%,
    12/1/2003                                                   Aaa                 300,000     323,508 
Nevada State Project No. 42, G.O. Bond, 5.70%,
    9/1/2008                                                    Aa2                 200,000     219,388 

</TABLE>



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

7
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>




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

                                                                Credit Rating   Principal   Value
                                                                   (unaudited)  Amount      (Note 2)
                                                                --------------  ----------  -----------           
NEVADA (CONTINUED)
Nevada State Project Nos. 66 & 67, G.O. Bond,
    Series A, 5.00%, 5/15/2028                                  Aaa             $  750,000  $  735,128 
                                                                                            -----------
                                                                                             1,385,197 
                                                                                            -----------

NEW HAMPSHIRE - 0.66%
New Hampshire, G.O. Bond, 6.60%, 9/1/2014                       Aa2                200,000     228,668 
                                                                                            -----------

NEW JERSEY - 2.83%
Jersey City Water, G.O. Bond, 5.50%, 3/15/2011                  Aaa                225,000     245,155 
New Jersey State Highway Authority, Garden State Parkway,
    Revenue Bond, 5.50%, 1/1/2000                               A1                 200,000     204,750 
North Hudson Sewer Authority, Revenue Bond, 5.25%,
    8/1/2016                                                    Aaa                250,000     258,628 
West Windsor Plainsboro, G.O. Bond, 5.25%, 12/1/2004            Aaa                250,000     268,245 
                                                                                            -----------
                                                                                               976,778 
                                                                                            -----------

NEW YORK - 3.62%
Monroe County Community School Corporation First
    Meeting, Revenue Bond, 5.25%, 7/1/2016                      Aaa                125,000     128,278 
New York State Thruway Authority, Revenue Bond,
    Series A, 5.50%, 1/1/2023                                   Aaa                200,000     210,598 
Sands Point, G.O. Bond, 6.70%, 11/15/2013                       Aa2                350,000     400,061 
Spencerport Central School District, G.O. Bond, 5.00%,
    11/15/2012                                                  Aaa                350,000     363,272 
Westchester County, G.O. Bond, 4.75%, 11/15/2016                Aaa                150,000     149,652 
                                                                                            -----------
                                                                                             1,251,861 
                                                                                            -----------

NORTH CAROLINA - 1.29%
North Carolina State Prison Facilities, G.O. Bond, 4.80%,
    3/1/2009                                                    Aaa                200,000     207,370 
Raleigh North Carolina, G.O. Bond, 4.40%, 6/1/2017              Aaa                250,000     238,030 
                                                                                            -----------
                                                                                               445,400 
                                                                                            -----------

OHIO - 3.98%
Cleveland Water & Sewer, G.O. Bond, 5.35%,  9/1/2023            Aaa                450,000     462,208 
Oak Hills Local School District, G.O. Bond, 5.125%, 12/1/2025   Aaa                490,000     489,623 

</TABLE>



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

8
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998


<TABLE>

<CAPTION>



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

                                                                Credit Rating   Principal   Value
                                                                   (unaudited)  Amount      (Note 2)
                                                                --------------  ----------  -----------           
OHIO (CONTINUED)
Ohio Public Facilities, Community Higher Education,
    Revenue Bond, Series II-A, 4.25%, 12/1/2002                 Aaa             $  200,000  $  203,898 
Summit County Various Purpose, G.O. Bond, 6.625%, 12/1/2012     Aaa                200,000     220,324 
                                                                                            -----------
                                                                                             1,376,053 
                                                                                            -----------

OKLAHOMA - 2.18%
Oklahoma State Turnpike Authority, Revenue Bond,
    Series A, 5.00%, 1/1/2023                                   Aaa                750,000     754,695 
                                                                                            -----------

OREGON - 0.80%
Salem Pedestrian Safety Impts., G.O. Bond, 5.50%, 5/1/2010      Aaa                255,000     274,836 
                                                                                            -----------

PENNSYLVANIA - 4.89%
Beaver County, G.O. Bond, 5.15%, 10/01/2017                     Aaa                300,000     304,749 
Cambria County, G.O. Bond, Series A, 6.10%,  8/15/2016          Aaa                350,000     383,470 
Pennsylvania State, G.O. Bond, Second Series, 6.00%, 7/1/2005   Aa3                 90,000     100,159 
Philadelphia Water & Waste, Revenue Bond, 5.60%,
    8/1/2018                                                    Aaa                150,000     157,557 
Pittsburgh Water & Sewer Authority, Revenue Bond, Series C,
    5.125%, 9/1/2023                                            Aaa                750,000     745,268 
                                                                                            -----------
                                                                                             1,691,203 
                                                                                            -----------

RHODE ISLAND - 0.95%
Rhode Island State Pre-refunded Balance, G.O. Bond,
    Series A, 6.20%, 6/15/2004                                  Aaa                115,000     126,238 
Rhode Island State Unrefunded Balance, G.O. Bond,
    Series A, 6.20%, 6/15/2004                                  Aaa                185,000     201,815 
                                                                                            -----------
                                                                                               328,053 
                                                                                            -----------


SOUTH CAROLINA - 1.71%
South Carolina State Capital Improvement, G.O. Bond,
    4.10%, 4/1/2001                                             Aaa                200,000     202,652 
South Carolina State Highway, G.O. Bond, Series B,
    5.625%, 7/1/2010                                            Aaa                350,000     387,527 
                                                                                            -----------
                                                                                               590,179 
                                                                                            -----------

</TABLE>



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

9
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>



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

                                                            Credit Rating*   Principal   Value
                                                                (unaudited)  Amount      (Note 2)
                                                            ---------------  ----------  -----------           
SOUTH DAKOTA - 1.82%
Rapid City Area School District, G.O. Bond, 4.75%,
     1/1/2018                                               Aaa              $  650,000  $  630,214 
                                                                                         -----------

TENNESSEE - 1.50%
Johnson City School Sales Tax, G.O. Bond, 6.70%,
    5/1/2021                                                Aaa                 350,000     408,870 
Lawrence County, G.O. Bond, 6.60%, 3/1/2013                 Aaa                 100,000     109,425 
                                                                                         -----------
                                                                                            518,295 
                                                                                         -----------

TEXAS - 3.42%
Brazoria County , G.O. Bond, 4.75%, 9/1/2011                Aaa                 445,000     453,023 
Dallas Waterworks & Sewer, Revenue Bond, 5.625%, 4/1/2009   Aa2                 200,000     211,434 
North Texas Municipal Water District, Revenue Bond,
    5.00%, 6/1/2012                                         Aaa                 150,000     153,051 
Southlake Waterwork & Sewer System, G.O. Bond, 5.30%,
    2/15/2011                                               Aaa                 350,000     365,127 
                                                                                         -----------
                                                                                          1,182,635 
                                                                                         -----------

UTAH - 2.24%
Alpine School District, G.O. Bond, 5.375%, 3/15/2009        Aaa                 250,000     267,757 
Nebo School District, G.O. Bond, 6.00%, 6/15/2018           Aaa                 450,000     506,003 
                                                                                         -----------
                                                                                            773,760 
                                                                                         -----------

VIRGINIA - 1.17%
Franklin County Capital Improvement , G.O. Bond, 6.60%,
    7/15/2013                                               Aaa                 250,000     270,587 
Spotsylvania County Water & Sewer Systems, Revenue
    Bond, 5.25%, 6/1/2016                                   Aaa                 130,000     134,272 
                                                                                         -----------
                                                                                            404,859 
                                                                                         -----------

WASHINGTON - 3.29%
Kitsap County School District, G.O. Bond,  6.625%,
    12/1/2008                                               A1                  350,000     389,078 
Seattle, G.O. Bond, Series A, 5.75%, 1/15/2020              Aa1                 230,000     242,634 
Seattle Met. Municipality, G.O. Bond, 5.65%, 1/1/2020       Aa3                 100,000     104,333 
Washington State, G.O. Bond, Series A, 5.00%, 1/1/2023      Aa1                 410,000     401,583 
                                                                                         -----------
                                                                                          1,137,628 
                                                                                         -----------
</TABLE>




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

10
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1998

<TABLE>

<CAPTION>




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

                                                             Credit Rating*   Principal   Value
                                                                 (unaudited)  Amount      (Note 2)
                                                             ---------------  ----------  -----------            
WISCONSIN - 3.28%
East Troy School District, G.O. Bond, Series A, 4.625%,
    10/1/2011                                                Aaa              $  400,000  $   402,772 
Merrill Public School District, G.O. Bond, 5.30%, 4/1/2013   Aaa                 400,000      417,060 
Wisconsin State, G.O. Bond, Series A, 5.75%, 5/1/2001        Aa2                 300,000      314,706 
                                                                                          ------------
                                                                                            1,134,538 
                                                                                          ------------

TOTAL MUNICIPAL SECURITIES
(Identified Cost $31,904,240)                                                              33,332,302 
                                                                                          ------------

SHORT-TERM INVESTMENTS - 2.30%
Dreyfus Municipal Reserves
    (Identified Cost $794,132)                                                   794,132      794,132 
                                                                                          ------------

TOTAL INVESTMENTS - 98.72%
(Identified Cost $32,698,372)                                                              34,126,434 

OTHER ASSETS, LESS LIABILITIES - 1.28%                                                        443,573 
                                                                                          ------------
NET ASSETS - 100%                                                                         $34,570,007 
                                                                                          ============

</TABLE>




Key -
G.O. Bond - General Obligation Bond          
Met. - Metropolitan              
Impt. - Improvement                           
Ed. - Education                          
Ref. - Referendum
*Credit Ratings from Moodys (unaudited)

<TABLE>

<CAPTION>



<S>                                                                                  <C>

FEDERAL TAX INFORMATION:

At December 31, 1998, the net unrealized appreciation (based on identified cost for
federal income tax purposes of $32,698,372) was as follows:


Unrealized appreciation                                                              $1,525,550 
Unrealized depreciation                                                                 (97,488)
                                                                                     -----------

UNREALIZED APPRECIATION - NET                                                        $1,428,062 
                                                                                     ===========

</TABLE>



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

11
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>

<CAPTION>




<S>                                                          <C>

DECEMBER 31, 1998

ASSETS:
Investments, at value (identified cost $32,698,372)(Note 2)  $34,126,434
Interest receivable                                              487,633
Receivable for fund shares sold                                   13,350
                                                             -----------

TOTAL ASSETS                                                  34,627,417
                                                             -----------

LIABILITIES:

Accrued management fee (Note 3)                                   14,394
Accrued Directors' fees (Note 3)                                   3,278
Transfer agent fees payable (Note 3)                                 691
Payable for fund shares repurchased                               22,774
Audit fee payable                                                 15,656
Other payables and accrued expenses                                  617
                                                             -----------

TOTAL LIABILITIES                                                 57,410
                                                             -----------

NET ASSETS FOR 3,221,990 SHARES
   OUTSTANDING                                               $34,570,007
                                                             ===========

NET ASSETS CONSIST OF:

Capital stock                                                $    32,220
Additional paid-in-capital                                    33,014,252
Undistributed net investment income                               95,434
Accumulated net realized gain on investments                          39
Net unrealized appreciation on investments                     1,428,062
                                                             -----------

TOTAL NET ASSETS                                             $34,570,007
                                                             ===========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
    ($34,570,007/3,221,990 shares)                           $     10.73
                                                             ===========

</TABLE>



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

12
<PAGE>






STATEMENT OF OPERATIONS

<TABLE>

<CAPTION>




<S>                                                       <C>

FOR THE YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME:

Interest                                                  $1,327,803
                                                          ----------

EXPENSES:

Management fee (Note 3)                                      136,071
Directors' fees (Note 3)                                       6,700
Transfer agent fees (Note 3)                                   6,531
Audit fee                                                     13,600
Registration and filing fees                                  11,927
Miscellaneous                                                 13,259
                                                          ----------

Total Expenses                                               188,088
                                                          ----------

NET INVESTMENT INCOME                                      1,139,715
                                                          ----------

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS

Net realized gain on investments (identified cost basis)      35,973
Net change in unrealized appreciation on investmenta         251,930
                                                          ----------

NET REALIZED ABD UNREALIZED GAIN
    ON INVESTMENTS                                           287,903
                                                          ----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $1,427,618
                                                          ==========

</TABLE>



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

13
<PAGE>




STATEMENT OF CHANGES IN NET ASSETS

<TABLE>

<CAPTION>




<S>                                                    <C>                <C>

                                                       For the Year       For the Year
                                                        Ended 12/31/98     Ended 12/31/97
                                                       -----------------  -----------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                  $      1,139,715   $        853,506 
Net realized gain on investments                                 35,973                 -- 
Net unrealized appreciation on investments                      251,930            670,358 
                                                       -----------------  -----------------
Net increase from operations                                  1,427,618          1,523,864 
                                                       -----------------  -----------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                   (1,089,090)          (843,987)
From net realized gain on investments                           (27,563)                -- 
                                                       -----------------  -----------------
Total distributions to shareholders                          (1,116,653)          (843,987)
                                                       -----------------  -----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)        10,607,836          6,022,646 
                                                       -----------------  -----------------

Net increase in net assets                                   10,918,801          6,702,523 

NET ASSETS:

Beginning of year                                            23,651,206         16,948,683 
                                                       -----------------  -----------------

END OF YEAR (including undistributed net investment
   income of $95,434 and $44,809, respectively)        $     34,570,007   $     23,651,206 
                                                       =================  =================

</TABLE>



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

14
<PAGE>





FINANCIAL HIGHLIGHTS

<TABLE>

<CAPTION>




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

                                                                                                       For the Period
                                                                                                               2/14/94 
                                                                                                         (commencement 
                                                        For the Years Ended                            of operations)
                                             12/31/98               12/31/97    12/31/96    12/31/95   to 12/31/94
                                            ----------  ---------------------  ----------  ----------  ---------------- 
Per share data (for a share outstanding
throughout each period):

NET ASSET VALUE - BEGINNING  OF PERIOD      $   10.59   $              10.23   $   10.32   $    9.26   $         10.00 
                                            ----------  ---------------------  ----------  ----------  ----------------

Income from investment operations:
   Net investment income                        0.435                  0.434       0.434       0.428             0.210 
   Net realized and unrealized gain (loss)
      on investments                            0.139                  0.361      (0.104)      1.062            (0.749)
                                            ----------  ---------------------  ----------  ----------  ----------------

Total from investment operations                0.574                  0.795       0.330       1.490            (0.539)
                                            ----------  ---------------------  ----------  ----------  ----------------

Less distributions to shareholders:
   From net investment income                  (0.425)                (0.435)     (0.420)     (0.430)           (0.201)
   From net realized gain on investments       (0.009)                    --          --          --                -- 
                                            ----------  ---------------------  ----------  ----------  ----------------

   Total distributions to shareholders         (0.434)                (0.435)     (0.420)     (0.430)           (0.201)
                                            ----------  ---------------------  ----------  ----------  ----------------


NET ASSET VALUE - END OF PERIOD             $   10.73   $              10.59   $   10.23   $   10.32   $          9.26 
                                            ==========  =====================  ==========  ==========  ================

Total return1                                    5.49%                 7.92 %       3.33%      16.29%           (5.39)%

Ratios to average net assets
  Supplemental Data:
    Expenses                                     0.69%                  0.69%       0.70%       0.79%         0.85%2,3 
    Net investment income                        4.19%                  4.41%       4.44%       4.52%         3.71%2,3 

Portfolio turnover                                  5%                     1%          2%          5%                4%
NET ASSETS-END OF PERIOD (000'S OMITTED)    $  34,570   $             23,651   $  16,949   $  12,452   $         8,481 
                                            ==========  =====================  ==========  ==========  ================
</TABLE>



1  Represents aggregate total return for the period indicated.
2  Annualized.
3 The investment advisor waived a portion of its management fee.  If the full
fee had been incurred by the fund, the net investment income per share would
have been $0.186, and the annualized ratios would have been as follows:
Expenses, 1.29%; Net investment income 3.27%.

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

15
<PAGE>

NOTES TO FINANCIAL STATEMENTS


1.      ORGANIZATION

Diversified Tax Exempt 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.

Shares of the Fund are offered directly to investors and to employees and
clients of Manning & Napier Advisors, Inc. (the "Advisor") and its affiliates.
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 December 31,
1998, 940 million shares have been designated in total among 19 series, of
which 50 million have been designated as Diversified Tax Exempt Series Common
Stock.

2.      SIGNIFICANT ACCOUNTING POLICIES

        SECURITY VALUATION
Municipal securities will normally be valued on the basis of market valuations
provided by an independent pricing service (the "Service").  The Service
utilizes the last price quotations and a matrix system (which considers such
factors as security prices of similar securities, yields, maturities, and
ratings).  The Service has been approved by the Fund=s Board of Directors.

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

16
<PAGE>

NOTES TO FINANCIAL 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
quarterly. Distributions are recorded on the ex-dividend date.  Distributions
of net realized gains are made 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.  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.

The Fund hereby designated 100% of its ordinary distributions as tax-exempt
dividends for the year ended December 31, 1998.

For the year ended December 31, 1998, the Fund distributed $27,563 of long-term
capital gains.

        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 the 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 the Advisor, for which the
Fund pays 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 $136,071
for the year  ended December 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

17
 <PAGE>

 NOTES TO FINANCIAL STATEMENTS

3.      TRANSACTIONS WITH AFFILIATES (continued)

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 $6,531 for the year ended December 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 $6,700 for the year
ended December 31, 1998.

4.      PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1998, purchases and sales of securities, other
than United States Government securities and short-term securities, were
$11,926,799 and $1,290,731, respectively.

55.     CAPITAL STOCK TRANSACTIONS

Transactions in shares of Diversified Tax Exempt Series were:



<TABLE>

<CAPTION>



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

                                            
             For the Year                   For the Year
             Ended 12/31/98                 Ended 12/31/97
             ---------------                ---------------              
             
             Shares           Amount        Shares           Amount
             ---------------  ------------  ---------------  ------------
Sold              1,391,383    $14,935,106          643,012   $ 6,698,681            
Reinvested          101,391     1,085,235           78,730       818,991             
Repurchased        (504,283)   (5,412,505)        (144,215)   (1,495,026)
             ---------------  ------------  ---------------  ------------
Total               988,491   $10,607,836          577,527   $ 6,022,646 
             ---------------  ------------  ---------------  ------------
</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 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 December 31, 1998.

18
<PAGE>

INDEPENDENT ACCOUNTANTS REPORT

To the Shareholders and the Board of Directors of
Exeter Fund, Inc.- Diversified Tax Exempt Series:

In our opinion, the accompanying statements of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the  Exeter Fund,
Inc.(formerly Manning & Napier Fund, Inc.) - Diversified Tax Exempt Series at
December 31, 1998, the results of its operations, the changes in its net
assets, and its financial highlights for each of the periods indicated
therein, in conformity with generally accepted accounting principles.  These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits, which included
confirmation of securities at December 31, 1998 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 5, 1999

19
<PAGE>
<PAGE>




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          SMALL CAP SERIES
[NUMBER]                        1
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           115654803
[INVESTMENTS-AT-VALUE]          98253843
[RECEIVABLES]                   5500542
[ASSETS-OTHER]                  73538
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  103827923
[PAYABLE-FOR-SECURITIES]        3984942
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       176809
[TOTAL-LIABILITIES]             4161751
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        118022849
[SHARES-COMMON-STOCK]           10337315
[SHARES-COMMON-PRIOR]           10087625
[ACCUMULATED-NII-CURRENT]       525165
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (1480888)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (17400954)
[NET-ASSETS]                    99666172
[DIVIDEND-INCOME]               750111
[INTEREST-INCOME]               1020143
[OTHER-INCOME]                  0
[EXPENSES-NET]                  1262040
[NET-INVESTMENT-INCOME]         508214
[REALIZED-GAINS-CURRENT]        (1433638)
[APPREC-INCREASE-CURRENT]       (15675699)
[NET-CHANGE-FROM-OPS]           (16601123)
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       0
[DISTRIBUTIONS-OF-GAINS]        6778592
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         842778
[NUMBER-OF-SHARES-REDEEMED]     1375248
[SHARES-REINVESTED]             782160
[NET-CHANGE-IN-ASSETS]          (21933854)
[ACCUMULATED-NII-PRIOR]         0
[ACCUMULATED-GAINS-PRIOR]       6748399
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           1162115
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 1262040
[AVERAGE-NET-ASSETS]            115726390
[PER-SHARE-NAV-BEGIN]           12.05
[PER-SHARE-NII]                 0.049
[PER-SHARE-GAIN-APPREC]         (1.774)
[PER-SHARE-DIVIDEND]            0
[PER-SHARE-DISTRIBUTIONS]       0.685
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             9.64
[EXPENSE-RATIO]                 1.09
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          INTERNATIONAL SERIES
[NUMBER]                        7
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           106711146
[INVESTMENTS-AT-VALUE]          196620613
[RECEIVABLES]                   634733
[ASSETS-OTHER]                  2583822
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  199839168
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       580344
[TOTAL-LIABILITIES]             580344
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        109168804
[SHARES-COMMON-STOCK]           12794862
[SHARES-COMMON-PRIOR]           15235031
[ACCUMULATED-NII-CURRENT]       (343512)
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         799934
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        89633598
[NET-ASSETS]                    199258824
[DIVIDEND-INCOME]               3166811
[INTEREST-INCOME]               397729
[OTHER-INCOME]                  0
[EXPENSES-NET]                  2335022
[NET-INVESTMENT-INCOME]         1229518
[REALIZED-GAINS-CURRENT]        4256342
[APPREC-INCREASE-CURRENT]       40147416
[NET-CHANGE-FROM-OPS]           45633276
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       1375610
[DISTRIBUTIONS-OF-GAINS]        5728238
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         1300678
[NUMBER-OF-SHARES-REDEEMED]     4221337
[SHARES-REINVESTED]             480490
[NET-CHANGE-IN-ASSETS]          2955
[ACCUMULATED-NII-PRIOR]         (51917)
[ACCUMULATED-GAINS-PRIOR]       2126327
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           2085472
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 2335022
[AVERAGE-NET-ASSETS]            208521907
[PER-SHARE-NAV-BEGIN]           13.08
[PER-SHARE-NII]                 0.097
[PER-SHARE-GAIN-APPREC]         2.948
[PER-SHARE-DIVIDEND]            0.109
[PER-SHARE-DISTRIBUTIONS]       0.446
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             15.57
[EXPENSE-RATIO]                 1.12
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          WORLD OPPORTUNITIES SERIES
[NUMBER]                        19
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           223369817
[INVESTMENTS-AT-VALUE]          222916253
[RECEIVABLES]                   277309
[ASSETS-OTHER]                  697863
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  223891425
[PAYABLE-FOR-SECURITIES]        7769060
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       343897
[TOTAL-LIABILITIES]             8112957
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        219089164
[SHARES-COMMON-STOCK]           25249242
[SHARES-COMMON-PRIOR]           9755164
[ACCUMULATED-NII-CURRENT]       663586
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (3500434)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (473848)
[NET-ASSETS]                    215778468
[DIVIDEND-INCOME]               3589868
[INTEREST-INCOME]               1105451
[OTHER-INCOME]                  0
[EXPENSES-NET]                  1549550
[NET-INVESTMENT-INCOME]         3145769
[REALIZED-GAINS-CURRENT]        11123091
[APPREC-INCREASE-CURRENT]       3590297
[NET-CHANGE-FROM-OPS]           17859157
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       3194797
[DISTRIBUTIONS-OF-GAINS]        14305423
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         15718371
[NUMBER-OF-SHARES-REDEEMED]     2338228
[SHARES-REINVESTED]             2113935
[NET-CHANGE-IN-ASSETS]          120563517
[ACCUMULATED-NII-PRIOR]         183266
[ACCUMULATED-GAINS-PRIOR]       461471
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0        
[GROSS-ADVISORY-FEES]           1365694
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 1549550
[AVERAGE-NET-ASSETS]            134760940
[PER-SHARE-NAV-BEGIN]           9.76
[PER-SHARE-NII]                 0.121
[PER-SHARE-GAIN-APPREC]         (0.593)
[PER-SHARE-DIVIDEND]            0.135
[PER-SHARE-DISTRIBUTIONS]       0.603
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             8.55
[EXPENSE-RATIO]                 1.13
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          GLOBAL FIXED INCOME SERIES
[NUMBER]                        10
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           120579811
[INVESTMENTS-AT-VALUE]          117061107
[RECEIVABLES]                   1940317
[ASSETS-OTHER]                  0
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  119001424
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       208707
[TOTAL-LIABILITIES]             208707
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        122529407
[SHARES-COMMON-STOCK]           12303383
[SHARES-COMMON-PRIOR]           12568715
[ACCUMULATED-NII-CURRENT]       113492
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (430074)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (3420108)
[NET-ASSETS]                    118792717
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               8312073
[OTHER-INCOME]                  0
[EXPENSES-NET]                  1358460
[NET-INVESTMENT-INCOME]         6953613
[REALIZED-GAINS-CURRENT]        1263097
[APPREC-INCREASE-CURRENT]       (4861731)
[NET-CHANGE-FROM-OPS]           3354979
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       7343129
[DISTRIBUTIONS-OF-GAINS]        1231571
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         787498
[NUMBER-OF-SHARES-REDEEMED]     1912940
[SHARES-REINVESTED]             860110
[NET-CHANGE-IN-ASSETS]          (8378924)
[ACCUMULATED-NII-PRIOR]         21366
[ACCUMULATED-GAINS-PRIOR]       19667
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0        
[GROSS-ADVISORY-FEES]           1248572
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 1358460
[AVERAGE-NET-ASSETS]            124689785
[PER-SHARE-NAV-BEGIN]           10.12
[PER-SHARE-NII]                 0.597
[PER-SHARE-GAIN-APPREC]         (0.322)
[PER-SHARE-DIVIDEND]            0.629
[PER-SHARE-DISTRIBUTIONS]       0.106
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             9.66
[EXPENSE-RATIO]                 1.10
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          NEW YORK TAX EXEMPT
[NUMBER]                        16
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           57415846
[INVESTMENTS-AT-VALUE]          59964013
[RECEIVABLES]                   850731
[ASSETS-OTHER]                  0
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  60814744
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       42310
[TOTAL-LIABILITIES]             42310
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        58104347
[SHARES-COMMON-STOCK]           5780577
[SHARES-COMMON-PRIOR]           4403651
[ACCUMULATED-NII-CURRENT]       139770
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (19850)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        2548167
[NET-ASSETS]                    60772434
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               2398018
[OTHER-INCOME]                  0
[EXPENSES-NET]                  305671
[NET-INVESTMENT-INCOME]         2092347
[REALIZED-GAINS-CURRENT]        (38)
[APPREC-INCREASE-CURRENT]       556299
[NET-CHANGE-FROM-OPS]           2648608
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       2050623
[DISTRIBUTIONS-OF-GAINS]        0
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         1763211
[NUMBER-OF-SHARES-REDEEMED]     577357
[SHARES-REINVESTED]             191072
[NET-CHANGE-IN-ASSETS]          15091117
[ACCUMULATED-NII-PRIOR]         98046
[ACCUMULATED-GAINS-PRIOR]       (19812)
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           250787
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 305671
[AVERAGE-NET-ASSETS]            50528604
[PER-SHARE-NAV-BEGIN]           10.37
[PER-SHARE-NII]                 0.427
[PER-SHARE-GAIN-APPREC]         0.138
[PER-SHARE-DIVIDEND]            0.425
[PER-SHARE-DISTRIBUTIONS]       0
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.51
[EXPENSE-RATIO]                 0.61
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          OHIO EXEMPT SERIES
[NUMBER]                        17
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           11834061
[INVESTMENTS-AT-VALUE]          12454795
[RECEIVABLES]                   137307
[ASSETS-OTHER]                  0
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  12592102
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       22816
[TOTAL-LIABILITIES]             22816
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        11933019
[SHARES-COMMON-STOCK]           1179070
[SHARES-COMMON-PRIOR]           883723
[ACCUMULATED-NII-CURRENT]       15886
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (353)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        620734
[NET-ASSETS]                    12569286
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               494263
[OTHER-INCOME]                  0
[EXPENSES-NET]                  80166
[NET-INVESTMENT-INCOME]         414097
[REALIZED-GAINS-CURRENT]        426
[APPREC-INCREASE-CURRENT]       85980
[NET-CHANGE-FROM-OPS]           500503
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       405764
[DISTRIBUTIONS-OF-GAINS]        0
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         406999
[NUMBER-OF-SHARES-REDEEMED]     148132
[SHARES-REINVESTED]             36480
[NET-CHANGE-IN-ASSETS]          3263308
[ACCUMULATED-NII-PRIOR]         7553
[ACCUMULATED-GAINS-PRIOR]       (779)
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           50474
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 80166
[AVERAGE-NET-ASSETS]            10180428
[PER-SHARE-NAV-BEGIN]           10.53
[PER-SHARE-NII]                 0.430
[PER-SHARE-GAIN-APPREC]         0.125
[PER-SHARE-DIVIDEND]            0.425
[PER-SHARE-DISTRIBUTIONS]       0
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.66
[EXPENSE-RATIO]                 0.79
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0



[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER FUND, INC.
[SERIES]
[NAME]                          DIVERSIFIED TAX EXEMPT SERIES
[NUMBER]                        18
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               DEC-31-1998
[PERIOD-START]                  JAN-01-1998
[PERIOD-END]                    DEC-31-1998
[PERIOD-TYPE]                   YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           32698372
[INVESTMENTS-AT-VALUE]          34126434
[RECEIVABLES]                   500983
[ASSETS-OTHER]                  0
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  34627417
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       57410
[TOTAL-LIABILITIES]             57410
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        33046472
[SHARES-COMMON-STOCK]           3221990
[SHARES-COMMON-PRIOR]           2233499
[ACCUMULATED-NII-CURRENT]       95434
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         39
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        1428062
[NET-ASSETS]                    34570007
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               1327803
[OTHER-INCOME]                  0
[EXPENSES-NET]                  188088
[NET-INVESTMENT-INCOME]         1139715
[REALIZED-GAINS-CURRENT]        35973
[APPREC-INCREASE-CURRENT]       251930
[NET-CHANGE-FROM-OPS]           1427618
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       1089090
[DISTRIBUTIONS-OF-GAINS]        27563
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         1391383
[NUMBER-OF-SHARES-REDEEMED]     504283
[SHARES-REINVESTED]             101391
[NET-CHANGE-IN-ASSETS]          10918801
[ACCUMULATED-NII-PRIOR]         44809
[ACCUMULATED-GAINS-PRIOR]       (8371)
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           136071
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 188088
[AVERAGE-NET-ASSETS]            27431476
[PER-SHARE-NAV-BEGIN]           10.59
[PER-SHARE-NII]                 0.435
[PER-SHARE-GAIN-APPREC]         0.139
[PER-SHARE-DIVIDEND]            0.425
[PER-SHARE-DISTRIBUTIONS]       0.009
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.73
[EXPENSE-RATIO]                 0.69
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




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