EXETER FUND INC /NY/, 497, 1999-03-09

EXETER FUND INC /NY/
497, 1999-03-09

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Prospectus

March 1, 1999 EXETER FUND, INC.

Tax Managed Series

Class A Shares

[LOGO]

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

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Exeter Asset Management is a division of
Manning & Napier Advisors, Inc., which was
founded in 1970 and manages over $7 billion
for individual and institutional investors.

CONTENTS PAGE

Goals, Strategies, and Risks 4

More About the Series' Investments 6

How to Buy, Exchange, and Redeem Shares 8

Investment and Account Information 10

Dividends, Distributions, and Taxes 11

Financial Highlights 13

Page 3

<PAGE>

GOALS, STRATEGIES, AND RISKS

INVESTMENT
GOAL

Maximize long-term growth while attempting to minimize the impact of taxes on
the Series' total return.

KEY
INVESTMENTS

The Series invests primarily in common stocks and other equity securities. The
Series may also invest in American Depository Receipts (ADRs) and other U.S.
dollar denominated securities of foreign issuers.

INVESTMENT
STRATEGIES

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection based on its proprietary investment strategies and disciplines. The
Advisor uses fundamental analysis to select individual securities of companies
that it believes will make attractive long-term investments. The Advisor looks
for one or more of the following characteristics:
- - Strong strategic profiles (e.g., strong market position, benefits
from technology, capital appreciation in a mature market and high
barriers to entry).
- - Improving market share in consolidating industries.
- - Low price relative to fundamental or breakup value.

TAX
MANAGEMENT
STRATEGIES

While pursuing its goal of long-term growth, the Advisor also attempts to
minimize the impact of taxes on the Series' total return by:
- - Investing primarily in low dividend, capital appreciation oriented
stocks. In general, these stocks generate lower current taxable
income than most fixed income securities and high dividend stocks.
- - Avoiding sales of appreciated securities that result in capital
gain, except when there are compelling investment reasons for the
sale.
- - When selling a position in a security, focusing on the highest cost
lot of that security first, which reduces the amount of capital
gain (or increases the amount of loss) realized by the Series.
- - When appropriate, favoring the sale of securities producing long-
term gain to those producing short-term gain.
- - When appropriate, selling depreciated securities to realize losses
to offset realized capital gains.
- - When appropriate, using a permitted tax accounting methodology to
minimize taxable distributions.

SUMMARY
OF PAST
PERFORMANCE

TAX MANAGED SERIES
% TOTAL RETURN
[Bar chart showing the percent total return for the Tax Managed Series for
1996, 1997 and 1998, with calendar years ended December 31st. The results are
22.98% for 1996, 21.76% for 1997 and 8.74% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR ON 11/1/95

<S> <C> <C> <C>
<C>. . . . . . . . <C>
Class A shares 8.74% 16.66%

S&P 500 Index 28.58% 29.05%

QUARTERLY RETURNS

Highest: . . . . . . . . . . 20.09% in 4th quarter 1998
Lowest:. . . . . . . . . . . -16.45% in 3rd quarter 1998

</TABLE>

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 4

<PAGE>
PRINCIPAL RISKS
OF INVESTING IN
THE SERIES

You could lose money on your investment in the Series or the Series could
underperform if any of the following occurs:
- - The U.S. and/or foreign stock markets go down.
- - Lower-yielding, capital appreciation oriented stocks go down in
value or underperform higher-yielding stocks.
- - An adverse event, such as an unfavorable earnings report, depresses
the value of a particular company's stock.
- - The Advisor's judgments about the attractiveness, relative value or
potential appreciation of a security or strategy prove to be
incorrect.

The Series uses the tax management strategies described on the opposite page to
minimize the amount of distributions subject to state as well as federal
taxation. However, the Advisor does not attempt to address the tax laws of any
particular state. The Advisor will follow tax management strategies only to the
extent that they do not conflict with the Series' goal of maximizing long-term
growth or the operation of the Series. The Series may realize a short-term gain
on the sale of a security if the Advisor believes it will decline in value, to
increase diversification, or to raise cash to pay expenses or meet redemption
requests. In addition, some securities in the Series' portfolio will regularly
generate taxable income. At times, tax managed funds are more volatile than
other funds because they tend to hold stocks longer to avoid realizing gain due
to portfolio turnover.

WHO MAY WANT
TO INVEST

The Series may be an appropriate investment if you are:
- - In a high federal tax bracket and are seeking to minimize the
effect of taxes on your investment return.
- - Seeking a long-term investment (fifteen years or more) and are
willing to accept the risk of short-term stock market swings.
- - Seeking to balance your portfolio by adding an equity component.
- - A custodian for a minor child's UGMA/UTMA account, seeking
favorable capital gain rates.

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 TAX MANAGED SERIES
SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
<S> <C>
<C>
Management fee . . . . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . . . . 4.17%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . 5.17%
<FN>

1 A wire charge, currently $15, may be deducted by the Transfer Agent from the
amount of a wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual expenses
were:
Management fee 0.00%
Other expenses 1.20%
-----
Total annual fund operating expenses 1.20%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The Fund's operating expenses remain the same
- - Your investment has a 5% return each year

Although your actual costs may be higher or lower, under these assumptions your
costs would be1:
<TABLE>
<CAPTION>

After After After After
1 year 3 years 5 years 10 years
-------- ------- ------- --------
<S> <C> <C> <C>
$517 $1,547 $2,574 $5,126
<FN>

1 With expense limits, your costs would be:
$122 $381 $660 $1,455
</TABLE>

PAGE 5

<PAGE>
MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

EQUITY SECURITIES
The series may invest in equity securities of U.S. and foreign companies. These
securities include exchange-traded and over-the-counter (OTC) common and
preferred stocks, warrants, rights, convertible debt securities, trust
certificates, partnership interests and equity participations.

FOREIGN SECURITIES
The series may invest in ADRs and other U.S. dollar denominated securities of
foreign issuers. Prices of foreign securities may go down because of foreign
government actions, political instability or the more limited availability of
accurate information about foreign companies. These risks may be more severe
for securities of issuers in emerging markets.

FIXED INCOME
The series may invest up to 35% of its assets in fixed income securities of any
maturity or duration. These securities may be issued by the U.S. government or
any of its agencies, foreign governments, supranational entities such as the
World Bank, and U.S. and foreign companies.

Investments in fixed income securities may be of any credit quality and may have
all types of interest rate payment and reset terms. They may include
mortgage-backed, asset-backed and derivative securities as well as lower quality
bonds commonly known as "junk bonds." These bonds are considered speculative
because they have a higher risk of issuer default, are subject to greater price
volatility and may be illiquid.

DERIVATIVE CONTRACTS
A derivative contract will obligate or entitle the Series to deliver or receive
an asset or a cash payment that is based on the change in value of a designated
security, index or currency. The Series may, but is not required to, use
derivative contracts for any of the following purposes:

- - To hedge against adverse changes in the market value of securities
held by or to be bought for the Series. These changes may be
caused by changing interest rates or stock market prices.
- - As a substitute for purchasing or selling securities.
- - To shorten or lengthen the effective maturity or duration of the
Series' fixed income holdings.
- - In non-hedging situations, to attempt to profit from anticipated
market developments.

Counterparties to OTC derivative contracts present the same types of default
risk as issuers of fixed income securities.

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

THE SERIES' INVESTMENT GOAL
The Series' board of directors may change its investment goal (described above
under "Goals, Strategies, and Risks") without obtaining the approval of the
shareholders. The Series might not succeed in achieving its goal.
PAGE 6

<PAGE>
THE ADVISOR
The Series' advisor is Exeter Asset Management, a division of Manning & Napier
Advisors, Inc., 1100 Chase Square, Rochester, New York 14604. The Advisor is
responsible for the day-to-day operations of the Series and generally is
responsible for supervision of the Series' overall business affairs, service
providers and officers.

A team made up of investment professionals and analysts make all of the Series'
investment decisions.

THE DISTRIBUTOR
The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Class A shares are offered to investors who purchase shares directly from
the distributor or through certain registered investment advisers. Class A
shares are not subject to any distribution or shareholder servicing fees.

The Advisor may, from its own resources, defray or absorb costs relating to
distribution, including compensation of employees who are involved in
distribution.

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

ANNUAL MANAGEMENT FEES (AS A PERCENTAGE OF DAILY NET ASSETS)

ACTUAL
SERIES MANAGEMENT FEE CONTRACTUAL CURRENT
PAID FOR YEAR MANAGEMENT EXPENSE
ENDED 10/31/98 FEE LIMITATION
<S> <C> <C> <C>
Tax Managed Series 0.00% 1.00% 1.20%

</TABLE>

The Advisor may use its own resources to engage in activities that may promote
the sale of the Series, including payments to third parties who provide
shareholder support servicing and distribution assistance. Investors may be
charged a fee if they effect transactions through a broker or agent.

YEAR 2000 ISSUE
Information technology experts are concerned about computer systems' ability to
process date-related information on and after January 1, 2000. This situation,
commonly known as the "Year 2000" issue, could have an adverse impact on the
Series. The cost of addressing the Year 2000 issue, if substantial, could
adversely affect companies and governments that issue securities held by the
Series. The Advisor, the transfer agent and the distributor are addressing the
Year 2000 issue for their systems. The Series has been informed by other
service providers that they are taking similar measures. Although the Series
does not expect the Year 2000 issue to adversely affect it, the Series cannot
guarantee that the efforts of the Series or its service providers to correct the
problem will be successful.
PAGE 7

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HOW TO BUY, EXCHANGE, AND REDEEM SHARES

HOW TO
BUY SHARES

The minimum initial investment is $2,000, and the minimum for each additional
investment is $100. The minimum investment requirements are lower for
participants in the Automatic Investment Plan, which is described below. These
investment minimums may be waived at the advisor's discretion.

All orders to purchase shares received in good order by the distributor,
transfer agent or other agent before the close of trading on the New York Stock
Exchange (NYSE) will be executed at that day's share price. Orders received
after that day's close will be executed at the next business day's price. All
orders must include the required documentation and be accompanied by proper
payment. The Series reserves the right to reject purchase orders or to stop
offering its shares without notice to shareholders.

BY MAIL

OPENING AN ACCOUNT
- - Send a check payable to Exeter Fund, Inc. with the completed
original account application.

The address is:
EXETER FUND, INC.
P.O. BOX 41118
ROCHESTER, NY 14604

- - To request an account application, call the Fund at 1-800-466-3863.

ADDING TO AN ACCOUNT
- - Send a check payable to Exeter Fund, Inc. and a letter of
instruction with the name of the Series to be purchased and the
account name and number.

BY WIRE

OPENING OR ADDING TO AN ACCOUNT
- - After the Fund has received your completed account application, you
may wire funds to open or add shares to your account. Before
sending a wire, call 1-800-466-3863 for wire instructions.

AUTOMATIC
INVESTMENT PLAN

You may participate in the Automatic Investment Plan by completing the
applicable section of the account application or contacting the fund. Through
the plan, you can authorize transfers of a specified amount from your bank
account into the series on a regular basis. The minimum amount of each
investment is $25. If you have insufficient funds in your account to complete
a transfer, your bank may charge you a fee.
PAGE 8

<PAGE>
HOW TO
EXCHANGE
SHARES

You may exchange Class A shares of a Series for Class A shares of any other
Series of Exeter Fund if the registration of both accounts is identical. If
received with proper documentation before the close of trading on the NYSE,
exchange requests will be executed at that day's share prices. Otherwise, they
will be executed at the prices determined on the next business day after receipt
with proper documentation.

The minimum exchange amount is $1,000 (or all the shares in your account, if
less than $1,000). You may exchange up to 4 times during any 12-month period
without paying a sales charge or any other fee. For any additional exchanges,
you may be charged $15 per exchange. The Series may refuse any exchange order
and may alter, limit or suspend its exchange privilege on 60 days' notice. An
exchange involves a taxable redemption of shares surrendered in the exchange.

BY MAIL
- - Send a letter of instruction to Exeter Fund, Inc., at the address
on the opposite page, signed by each registered account owner,
exactly as your names appear on the account registration.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.

BY TELEPHONE
- - Unless you have declined telephone privileges, call the Fund at 1-
800-466-3863.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.
- - The Fund may ask for identification, and all telephone transactions
are recorded.

HOW TO
REDEEM SHARES

All orders to redeem shares received in good order by the distributor, transfer
agent or other agent before the close of trading on the NYSE will be executed at
that day's share price. Orders received after the close of trading will be
executed at the next business day's price. All redemption orders must include
the required documentation and signatures. The Series may postpone payment of
redemption proceeds for up to seven days, or suspend redemptions to the extent
permitted by law. If you recently purchased your shares by check, your
redemption proceeds will not be sent to you for 15 days.

BY MAIL
- - Send a letter of instruction to Exeter Fund, Inc., at the address
on the opposite page signed by each registered account owner.
- - State the name of the Series, the class and number of shares or
dollar amount to be sold.
- - Provide the account number.
- - Signature guarantees may be required.
- - Additional documentation may be required (call the Fund for
details).
PAGE 9

<PAGE>
INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH
LOW BALANCES

If your account falls below $1,000 due to the redemption of shares, the Fund
may ask you to bring your account up to the minimum requirement. If your
account is still below $1,000 after 60 days, the Fund may close your account
and send you the redemption proceeds.

IN-KIND
PURCHASES AND
REDEMPTIONS

Securities you own may be used to purchase shares of the Series. The Advisor
will determine if acquiring the securities is consistent with the Series' goals
and policies. If accepted, the securities will be valued the same way the
Series values securities it already owns.

The Series may make payment for shares in part by giving you portfolio
securities. As a redeeming shareholder, you will pay transaction costs to
dispose of these securities.

SIGNATURE
GUARANTEES

A signature guarantee may be required for any written request to sell shares, or
to change the account registration.

The transfer agent will accept signature guarantees from:
- - Members of the STAMP program or the NYSE's Medallion Signature
Program.
- - A broker or securities dealer.
- - A federal savings, cooperative or other type of bank.
- - A savings and loan or other thrift institution.
- - A credit union.
- - A securities exchange or clearing agency.

A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.

VALUATION OF
SHARES

The Series offers its shares at the net asset value (NAV) per share of the
Series. The Series calculates its NAV once daily as of the close of regular
trading on the New York Stock Exchange (generally at 4:00 P.M., New York time)
on each day the exchange is open. If the exchange closes early, the Series will
accelerate the calculation of NAV and transaction deadlines to that time.

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

The foreign securities held by the Series may be listed on foreign exchanges
that trade on days when the NYSE is not open and the Series do not price their
shares. As a result, the net asset value of a portfolio may change at a time
when shareholders are not able to purchase or redeem shares.
PAGE 10

<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND
DISTRIBUTIONS

The Series generally:
- - Pays dividends once a year, in December.
- - Makes capital gains distributions, if any, once a year, typically
in December.

However, because the Series may utilize tax equalization and other methods to
minimize taxable distributions, in some years it may pay no, or only minimal,
dividends and/or distributions. The Series also may pay additional
distributions and dividends at other times if necessary for the Series to avoid
a federal tax.

Capital gain distributions and dividends are reinvested in additional shares of
the same class that you hold. Alternatively, you can instruct the transfer
agent in writing or by telephone to have your capital gains and/or dividends
paid in cash. You can change your choice at any time to be effective as of the
next distribution or dividend, except that any change given to the transfer
agent after the record date will not be effective until the next distribution or
dividend is made. No interest will accrue on amounts represented by uncashed
distribution or redemption checks.

TAXES

TRANSACTION FEDERAL TAX STATUS

Redemption or exchange of shares Usually taxable as capital gain
or loss; long-term only if shares
owned more than one year

Long-term capital gain distributions Taxable as long-term capital gain

Short-term capital gain distributions Taxable as ordinary income

Dividends Taxable as ordinary income

If you are a taxable investor, you may want to avoid buying shares when the
Series is about to declare a capital gain distribution or a dividend, because it
will be taxable to you even though it may actually be a return of a portion of
your investment.

After the end of each year, the Series will provide you with information about
the distributions and dividends that you received and any redemptions of shares
during the previous year. In calculating your gain or loss on any sale of
shares, note that your tax basis in your shares is increased by the amounts of
dividends and distributions that you have reinvested in a Series. Dividends and
distributions are taxable as described above whether received in cash or
reinvested. If you do not provide the Series with your correct taxpayer
identification number and any required certifications, you may be subject to
back-up withholding of 31% of your distributions, dividends and redemption
proceeds. Because each shareholder's circumstances are different and special
tax rules may apply, you should consult with your tax adviser about your
investment in the Series and your receipt of dividends, distributions or
redemption proceeds.

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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial
performance for the period of the Series' operations. Certain information
reflects financial results for a single share. The total returns in the table
represent the rate that an investor would have earned, or lost, on an investment
in the Series. This information has been audited by Deloitte & Touche, LLP
whose report, along with the Series' financial statements, are included in the
annual report, which is available upon request.

TAX MANAGED SERIES - CLASS A SHARES

For the For the For the
Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/961
<S> <C> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT THE PERIOD)

NET ASSET VALUE - BEGINNING OF PERIOD. $15.20 $11.63 $10.00
------------ ------------ ----------
Income from investment operations:
Net investment income (loss)*. 0.10 (0.01) (0.02)
Net realized and unrealized gain
(loss) on investments. . . . (0.44) 3.58 1.65
------------ ------------ -----------
Total from investment operations (0.34) 3.57 1.63
------------ ------------ ------------

Less distributions to shareholders:
From net realized gain on
investments. . . . . . . . . . (0.40) - -
------------ ------------ ------------

NET ASSET VALUE - END OF PERIOD $14.46 $15.20 $11.63
============ ============ ============

Total return2. . . . . . . . . . (2.27%) 30.70% 16.30%
Ratios (to average net assets)/Supplemental Data:
Expenses*. . . . . . . . . . 1.20% 1.20% 1.20%
Net investment income (loss)* 0.73% (0.09%) (0.21%)
Portfolio turnover . . . . . 65% 103% 78%

NET ASSETS - END OF PERIOD (000'S OMITTED)$772 $524 $224
============= ============ ============
<FN>

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

Net investment income(loss) ($0.43) ($0.62) ($0.14)
Ratios (to average net assets):
Expenses 5.17% 8.08% 2.50%
Net investment income (loss) (3.24%) (6.97%) (1.51%)
</TABLE>

1 The Series commenced operations on November 1, 1995.
2 Represents aggregate total return for the period indicated.
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[LOGO]

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<PAGE>

EXETER FUND, INC.

TAX MANAGED SERIES

SHAREHOLDER
REPORTS AND THE
STATEMENT OF
ADDITIONAL
INFORMATION (SAI)

Annual and semiannual reports to shareholders provide additional information
about the Series' investments. These reports discuss the market conditions and
investment strategies that significantly affected the Series' performance during
its last fiscal year. The SAI provides more detailed information about the
Series. It is incorporated by reference into this prospectus.

HOW TO OBTAIN
THESE REPORTS
AND ADDITIONAL
INFORMATION

- - You may obtain shareholder reports and the SAI or other information about the
Series without charge, by calling 1-800-466-3863 or sending written requests to
Exeter Fund, Inc., P.O. Box 41118, Rochester, New York 14604.

- - You may review shareholder reports, the prospectus and SAI at the Securities
and Exchange Commission's Public Reference Room in Washington, D.C. You can get
copies of these materials for a fee by writing to the Public Reference Section
of the Commission, Washington, D.C. 20549-6009. Information about the public
reference room may be obtained by calling 1-800-SEC-0330. You can get the same
reports and information free from the SEC's Internet web site
(http://www.sec.gov).

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

Investment Company Act File No. 811-04087
PAGE 16

Prospectus

March 1, 1999 EXETER FUND, INC.

Defensive Series

Blended Asset Series I

Blended Asset Series II

Maximum Horizon Series

Class A Shares

[LOGO]

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

<PAGE>

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PAGE 2

<PAGE>
Exeter Asset Management is a division of
Manning & Napier Advisors, Inc., which was
founded in 1970 and manages over $7 billion
for individual and institutional investors.

CONTENTS PAGE

Goals, Strategies, and Risks 4

Defensive Series 6

Blended Asset Series I 8

Blended Asset Series II 10

Maximum Horizon Series 12

More About the Series' Investments 14

How to Buy, Exchange, and Redeem Shares 16

Investment and Account Information 18

Dividends, Distributions, and Taxes 19

Financial Highlights 20
PAGE 3

<PAGE>
GOALS, STRATEGIES, AND RISKS

THE ADVISOR'S
INVESTMENT
STRATEGIES

The Defensive Series, Blended Asset Series I, Blended Asset Series II and
Maximum horizon Series are asset allocation Funds. Each invests in a
combination of stocks, bonds, and cash and is managed according to specific
goals discussed on the following pages.

A team of investment professionals manages each Series' portfolio using a
multi-strategy approach. The macro-economic analysts (asset allocation group)
establish policies regarding the mix of stocks, bonds and cash that is
appropriate in light of the investment goals of each Series under prevailing
market conditions. Within a peer-review group structure, stock analysts and
fixed income analysts select individual secretors within parameters set by our
macro-economic analysts. The specific criteria applied by each group in
allocating assets and selecting securities are set forth on the opposite page.

HOW THE ADVISOR
ALLOCATES ASSETS
WITHIN EACH SERIES

THE ADVISOR BELIEVES THAT THE MOST IMPORTANT FACTOR EFFECTING PORTFOLIO
PERFORMANCE IS ASSET ALLOCATION.

The Series offer a range of investment opportunities from fairly conservative to
fairly aggressive. As you move along the investment risk spectrum, the emphasis
on growth increases while the focus on capital preservation declines. This
movement toward growth usually involves a higher percentage of the portfolio
being invested in stocks and the portion of the portfolio being invested in
bonds generally containing longer term maturates.

The pie charts below illustrate how the make-up of each Series' portfolio has
varies in the past.

HISTORICAL HIGH AND LOW STOCK EXPOSURES

DEFENSIVE SERIES
6/30/96 - 12/31/98
[Pie charts showing the historical high and low stock exposures for the
Defensive Series 06/30/96 - 12/31/98. The first pie chart labeled High shows a
section for Bonds at 76.7%, Stocks at 19.5% and Cash at 3.8%. The second pie
chart labeled Low shows a section for Bonds at 71.0%, Stocks at 6.2% and Cash at
22.8.]%

BLENDED ASSET
SERIES I
3/31/94 - 12/31/98
[Pie charts showing the historical high and low stock exposures for the Blended
Asset Series I 03/31/94 - 12/31/98. The first pie chart labeled High shows a
section for Bonds at 47.6%, Stocks at 50.1% and Cash at 2.3%. The second pie
chart labeled Low shows a section for Bonds at 64.9%, Stocks at 18.4% and Cash
at 16.7%.]

BLENDED ASSET
SERIES II
3/31/94 - 12/31/98
[Pie charts showing the historical high and low stock exposures for the Blended
Asset Series II 03/31/94 - 12/31/98. The first pie chart labeled High shows a
section for Bonds at 26.7%, Stocks at 70.1% and Cash at 3.2%. The second pie
chart labeled Low shows a section for Bonds at 44.3%, Stocks at 52.7% and Cash
at 3.0%]

MAXIMUM
HORIZON SERIES
6/30/96 - 12/31/98
[Pie charts showing the historical high and low stock exposures for the Maximum
Horizon Series 06/30/96 - 12/31/98. The first pie chart labeled High shows a
section for Bonds at 2.2%, Stocks at 95.5% and Cash at 2.3%. The second pie
chart labeled Low shows a section for Bonds at 27.3%, Stocks at 72.3% and no
percentage for Cash.]

The Series' actual asset allocation may vary from that shown above depending
primarily in current or anticipated market trends.
PAGE 4

<PAGE>
MACRO-ECONOMIC
ANALYSTS
(INVESTMENT
POLICY GROUP)

This team establishes the maximum and minimum percentages of assets each Series
will invest in U.S. and foreign stocks, bonds, and cash equivalents. The team
also established investment pollicies and guidelines used by the other groups to
set prices at which each Series may purchase and sell individual securities. In
making these decisions, the Advisor focuses on:

- - a series' risk management priorities
- - economic factors such as inflation, employment and interest rate trends
- - the outlook for corporate earnings
- - stock valuations (e.g. price to earnings and price to book rations)
- - supply and demand for various asset classes

Based on these inputs, and working within the minimum and maximum parameters set
by this group, the teams of stock and fixed income analysts adjust asset
allocation via incremental, bottom up decisions.

Within each Series' holdings, the Advisor generally increases the weighting in
stocks when it believes stock valuations are attractive and when economic
factors appear favorable. For instance, the Advisor may increase stock holdings
if it expects corporate earnings to rise, interest rates to fall or inflation to
be low.

The Advisor will generally increase holdings in bonds when it believes stocks
are overvalued or when it expects stocks to underperform. It also may increase
bond holdings when it expects interest rates to fall and create the opportunity
to capture capital gains as bond prices rise.

STOCK ANALYSTS
(INVESTMENT
RESEARCH GROUP)

This team selects individual stocks by looking for companies with one or more of
the following characteristics:

- - strong strategic profiles (e.g. strong market position, benefits from
technology, capital appreciation in a mature market an high barriers to
entry)
- - improving market share in consolidating industries
- - low price relative to fundamental or breakup value

FIXED INCOME
ANALYSTS (FIXED
INCOME GROUP)

This team selects individual bond s, emphasizing bond market sectors and
securities that it believes offer yields sufficient to compensate the investor
for the risks specific to the sector or security. In evaluating bonds, the
Advisor considers:

- - Interest rate sensitivity of particular sectors and securities
- - Narrowing of widening of interest rate spreads between sectors, securities
of different credit quality or securities of different maturities
- - For mortgage-related and asset backed securities, anticipated changes or
prepayment rates.
PAGE 5

<PAGE>
GOALS, STRATEGIES AND RISKS

DEFENSIVE SERIES

INVESTMENT
GOALS

PRIMARY: Preservation of Capital
SECONDARY: Long -term growth of capital

KEY
INVESTMENTS
AND
STRATEGIES

The Series invests primarily in fixed income securities of the U.S. government
and U.S. companies, although it may also invest in equity securities of U.S. and
foreign issuers. The Advisor typically focuses on fixed income securities with
short to intermediate term maturities of 3 to 5 years but may also invest to a
limited extent in longer term securities (such as bonds with maturities of 10
years or more) and stocks. The fund may invest in American Depository Receipts
(ADRs) and other U.S. dollar denominated securities of foreign issuers,
including those in emerging markets. In pursuit of the Series' primary goal,
the Advisor seeks to protect capital while generating income. The Advisor may
simultaneously seek growth opportunities.

SUMMARY
OF PAST
PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Series. The bar chart shows changes on the performance of the
Class A shares of the Series for each full calendar year since its inception.
The total return table shows how the average annual total returns for the Class
A shares for different calendar periods compare to those of the Lehman Brothers
Intermediate Bond Index and a blended index, 15% of which is the Standard &
Poor's 500 Composite Stock Price Index and 85% of which is the Lehman Bothers
intermediate Bond Index. Since the Series' asset allocation will vary over
time, the Series portfolio may not match the benchmarks' portfolios at any given
time.

DEFENSIVE SERIES
% TOTAL RETURN
[Bar chart showing the percent total return for the Defensive Series for
1996, 1997 and 1998, with calendar years ended December 31st. The results are
3.44% for 1996, 9.77% for 1997 and 6.05% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR ON 11/1/95
<S> <C> <C>
Class A shares 6.05% 6.75%
Indices:
Lehman Brothers Intermediate
Bond Index 8.44% 7.18%
15%/85% Blended Index 11.61% 10.40%

QUARTERLY RETURNS

Highest: . . . . . . . . . . . 4.56% in 2nd quarter 1997
Lowest:. . . . . . . . . . . . -1.18% in 1st quarter 1996

</TABLE>

The Lehman Brothers Intermediate Bond Index is an unmanaged index of corporate
and government bonds with maturities ranging from one to ten years.

The S&P 500 Index is an unmanaged index of common stocks.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 6

<PAGE>
PRINCIPLE RISKS
OF INVESTING
IN THE SERIES

Because the Series invests principally in bonds, the value of your investment
will fluctuate with changes in interest rates. This means that you could lose
money on your investment in the Series or the Series could underperform if any
of the following occurs:

- - Interest rates go up, which will make bond prices go down and reduce the
value of the Series' bond portfolio.
- - The issuer of a bond owned by the Series defaults on its obligation to pay
principal and/or interest or has its credit rating downgraded. This
risk is higher for lower quality bonds.

Because the Series may also invest in stocks and U.S. dollar denominated
securities of foreign issuers, the Series carries additional risks. The value
of your investment may decline if the U.S. and/or foreign stock markets decline
or an adverse event, such as an unfavorable earnings report, depresses the value
of a particular company's stock. Prices of foreign securities may go down
because of foreign government actions, political instability or the more limited
availability of accurate information about foreign companies. These risks may
be more severe for securities of issuers in emerging markets.

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

FEES AND EXPENSES
OF THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 DEFENSIVE SERIES
<S> <C>
SHAREHOLDER FEES (paid directly from your investment). . None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . . . . . . . 0.80%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.93%
-----------------
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . 1.73%
<FN>

1 A wire charge, currently $15 may be deducted by the Transfer Agent from
the amount of wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual
expenses were:
Management fee 0.07%
Other expenses 0.93%
Total annual Fund operating expenses 1.00%
-----
</TABLE>

The Advisor may change or eliminate these expense limits at any time

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other Funds.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The Fund's operating expenses remain the same
- - Your investment has a 5% return each year
Although your actual costs may be higher or lower, under these assumptions your
costs would be1:
<TABLE>
<CAPTION>

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$176 $545 $939 $2,041
<FN>

1With expense limits, your costs would be:
$102 $318 $552 $1,225
</TABLE>

PAGE 7

<PAGE>
Goals. Strategies and Risks

BLENDED ASSET SERIES I

INVESTMENT
GOALS

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

KEY
INVESTMENTS
AND
STRATEGIES

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

SUMMARY
OF PAST
PERFORMANCE

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

BLENDED ASSET SERIES I
% TOTAL RETURN
[Bar chart showing the percent total return for the Blended Asset Series I
for 1994, 1995, 1996, 1997 and 1998, with calendar years ended December 31st.
The results are -.80% for 1994, 21.08% for 1995, 7.73% for 1996, 13.95% for 1997
and 6.81% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR 5 YEARS ON 09/15/93
<S> <C> <C> <C>
Class A shares 6.81% 9.50% 9.14%
Indices:
Lehman Brothers Intermediate
Bond Index 8.44% 6.60% 6.28%
30%/70% Blended Index 14.75% 11.78% 11.25%
<FN>

QUARTERLY RETURNS

Highest: 8.67% in 4th quarter 1998
Lowest: -4.42% in 3rd quarter 1998
</TABLE>

The Lehman Brothers Intermediate Bond Index is an unmanaged index of corporate
and government bonds with maturities ranging from one to ten years.

The S&P 500 Index is an unmanaged index of common stocks.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 8

<PAGE>
PRINCIPLE RISKS
OF INVESTING
IN THE SERIES

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

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

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

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 BLENDED ASSET SERIES I
<S> <C>
SHAREHOLDER FEES (paid directly from your investment). . None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . 0.23%
-----------------------
TOTAL ANNUAL FUND OPERATING EXPENSES . 1.23%
<FN>

1 A wire charge, currently $15, may be deducted by the transfer agent from
the amount of wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual expenses
were:
Management fee 0.97%
Other expenses 0.23%
-----
Total annual Fund operating expenses 1.20%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other Funds.

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$125 $390 $676 $1,489
<FN>

1With expense limits, your costs would be:
$122 $381 $660 $1,455
</TABLE>

PAGE 9

<PAGE>
GOALS, STRATEGIES AND RISKS

BLENDED ASSET SERIES II

INVESTMENT
GOALS

PRIMARY: Long-term growth of capital
SECONDARY: Preservation of capital

KEY
INVESTMENTS
AND
STRATEGIES

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

SUMMARY
OF PAST
PERFORMANCE

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

BLENDED ASSET SERIES II
% TOTAL RETURN
[Bar chart showing the percent total return for the Blended Asset Series II
for 1994, 1995, 1996, 1997 and 1998, with calendar years ended December 31st.
The results are 3.52% for 1994, 32.64% for 1995, 14.06% for 1996, 17.54% for
1997 and 2.87% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR 5 YEARS ON 10/12/93
<S> <C> <C> <C>
Class A shares 2.87% 13.26% 12.96%
Indices:
Merrill Lynch Corp./Government
Master Bond Index 9.53% 7.34% 6.87%
50%/50% Blended Index 19.00% 15.62% 15.03%
<FN>

QUARTERLY RETURNS

Highest: 11.06% in 4th quarter 1998
Lowest: -9.882% in 3rd quarter 1998
</TABLE>

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

The S&P 500 Index is an unmanaged index of common stocks.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 10

<PAGE>
PRINCIPAL RISKS
OF INVESTING
IN THE SERIES

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 BLENDED ASSET SERIES II
<S> <C>
SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . None
Other expenses . . . . . . . . . . 0.15%
------------------------
TOTAL ANNUAL FUND OPERATING EXPENSE 1.15%
</TABLE>

1 A wire charge, currently $15 may be deducted by the Transfer Agent from
the amount of wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 The Advisor has agreed to limit operating expenses at 1.20%. The Advisor
may change or eliminate these expense limits at any time.

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$117 $365 $633 $1,398
</TABLE>

PAGE 11

<PAGE>
GOALS, STRATEGIES, AND RISKS

MAXIMUM HORIZON SERIES

INVESTMENT
GOALS

Long-term growth of capital

KEY
INVESTMENT
AND
STRATEGIES

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

SUMMARY
OF PAST
PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Series. The bar chart shows changes in the performance of the
Class A shares of the Series for each full calendar year since its inception.
The total return table shows how the average annual total returns for the Class
A shares for different calendar periods compare to those of the Standard &
Poor's 500 Composite Stock Price Index. Since the Series' asset allocation will
vary over time, the Series' portfolio may not match the benchmark's portfolio at
any given time.

MAXIMUM HORIZON SERIES
% TOTAL RETURN
[Bar chart showing the percent total return for the Maximum Horizon Series
for 1996, 1997 and 1998, with calendar years ended December 31st. The results
are 17.57% for 1996, 20.39% for 1997 and 1.19% for 1998]
<TABLE>
<CAPTION>

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR ON 11/1/95
<S> <C> <C>
Class A shares 1.19% 13.26%
S&P 500 Index 28.58% 29.05%
<FN>

QUARTERLY RETURNS

Highest: 19.64% in 4th quarter 1998
Lowest: -19.41% in 3rd quarter 1998
</TABLE>

The S&P 500 Index is an unmanaged index of common stocks.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 12

<PAGE>
PRINCIPAL RISKS
OF INVESTING
IN THE SERIES

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

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

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

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

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 MAXIMUM HORIZON SERIES
<S> <C>
SHAREHOLDER FEES (paid directly from your investment). . None1
Annual Fund operating expenses
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . 0.32%
-----------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.32%
<FN>

1 A wire charge, currently $15 may be deducted by the Transfer Agent from the
amount of wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual expenses
were:
Management fee 0.88%
Other expenses 0.32%
----
Total annual Fund operating expenses 1.20%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

This example is intended to help you compare the cost of investing in the Series
with the cost of investing in other mutual funds.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The Fund's operating expenses remain the same
- - Your investment has a 5% return each year

Although your actual costs may be higher or lower, under these assumptions your
costs would be1:
After After After After
1 year 3. years 5 years 10 years
$134 $418 $723 $1,590
1With expense limits, your costs would be:
$122 $381 $660 $1,455
PAGE 13

<PAGE>
MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPLE INVESTMENTS

EQUITY SECURITIES
Each Series may invest in equity securities of U.S. and foreign companies.
These include exchange-traded and over-the-counter (OTC) common and preferred
stocks, warrants, rights, convertible debt securities, trust certificates,
partnership interests and equity participations.

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

DERIVATIVE CONTRACTS

A derivative contract will obligate or entitle the Series to deliver or receive
an asset or a cash payment that is based on the change in value of a designated
security, index or currency. The Series may, but are not required to, use
derivative contracts for any of the following purposes:

- - To hedge against adverse changes in the market value of securities
held by or to be bought for a Series. These changes may be
caused by changing interest rates or stock market prices.
- - As a substitute for purchasing or selling securities.
- - To shorten or lengthen the effective maturity or duration of the
Series' fixed income portfolio.
- - In non-hedging situations, to attempt to profit from anticipated
market developments.

Counterparties to OTC derivative contracts present the same types of default
risk as issuers of fixed income securities.

ADDITIONAL INVESTMENT RISKS

EXTENSION RISK
As interest rates increase, slower than expected principal payments may extend
the average life of fixed income securities, locking in below -market interest
rates and reducing the value of these securities.

PREPAYMENT OR CALL RISK
As interest rates decline, the issuers of fixed income securities held by the
Series may prepay principal earlier than scheduled, forcing the Series to
reinvest in lower yielding securities.

CORRELATION RISK
Changes in the value of derivative contracts or other hedging instruments may
not match or fully offset changes in the value of the hedged portfolio
securities.

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

THE SERIES' INVESTMENT GOALS
The Series' board of directors may change each Series' investment goals
(described above under above "Goals, Strategies, and Risks") without obtaining
the approval of the Series' shareholders. A Series might not succeed in
achieving its goals.
PAGE 14

<PAGE>
THE ADVISOR
Each Series' advisor is Exeter Asset Management, a division of Manning & Napier
Advisors, Inc., 1100 Chase Square, Rochester, New York 14604. The Advisor is
responsible for the day-to-day operations of the Series and generally is
responsible for supervision of the Series' overall business affairs, service
providers and officers.

A team made up of investment professionals and analysts make all of the Series'
investment decisions.

The Advisor may, from its own resources, defray or absorb costs relating to
distribution, including compensation of employees who are involved in
distribution.

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

ANNUAL MANAGEMENT FEES (AS A PERCENTAGE OF DAILY NET ASSETS)

ACTUAL
SERIES MANAGEMENT FEE CONTRACTUAL CURRENT
PAID FOR YEAR MANAGEMENT EXPENSE
ENDED 10/31/98 FEE LIMITATION
<S> <C> <C> <C>
Defensive Series. . . . 0.07% 0.80% 1.00%
Blended Asset Series I. 0.97% 1.00% 1 20%
Blended Asset Series II 1.00% 1.00% 1.20%
Maximum Horizon Series. 0.88% 1.00% 1.20%
</TABLE>

<PAGE>
HOW TO BUY, EXCHANGE, AND REDEEM SHARES

HOW TO
BUY SHARES

The minimum initial investment in each Series is $2,000, and the minimum for
each additional investment is $100. The minimum investment requirements are
lower for participants in the Automatic Investment Plan, which is described
below. These investment minimums may be waived at the Advisor's discretion.

All orders to purchase shares received in good order by the distributor,
transfer agent or other agent before the close of trading on the New York Stock
Exchange (NYSE) will be executed at that day's share price. Orders received
after that day's close will be executed at the next business day's price. All
orders must include the required documentation and be accompanied by proper
payment. Each Series reserves the right to reject purchase orders or to stop
offering its shares without notice to shareholders.

BY MAIL

OPENING AN ACCOUNT

- - Send a check payable to Exeter Fund, Inc. with the completed
original account application.

The address is:
EXETER FUND, INC.
P.O. BOX 41118
ROCHESTER, NY 14604

- - To request an account application, call the Fund at 1-800-466-
3863.

ADDING TO AN ACCOUNT
- - Send a check payable to Exeter Fund, Inc. and a letter of instruction
with the name of the Series to be purchased and the account name and
number.

BY WIRE

OPENING OR ADDING TO AN ACCOUNT
- - After the Fund has received your completed account application, you may
wire Funds to open or add shares to your account. Before sending a
wire, call 1-800-466-3863 for wire instructions.

AUTOMATIC
INVESTMENT PLAN

You may participate in the automatic investment plan by completing the
applicable section of the account application or contacting the fund. Through
the plan, you can authorize transfers of a specified amount from your bank
account into the series on a regular basis. The minimum amount of each
investment is $25. If you have insufficient funds in your account to complete
a transfer, your bank may charge you a fee.
PAGE 16

<PAGE>
HOW TO
EXCHANGE
SHARES

The minimum exchange amount is $1,000 (or all the shares in your account, if
less than $1,000). You may exchange up to 4 times during any 12-month period
without paying a sales charge or any other fee. For any additional exchanges,
you may be charged $15 per exchange. A Series may refuse any exchange order and
may alter, limit or suspend its exchange privilege on 60 days' notice. An
exchange involves a taxable redemption of shares surrendered in the exchange.

BY MAIL
- - Send a letter of instruction to Exeter Fund, Inc., at the address on the
opposite page, signed by each registered account owner, exactly as your
names appear on the account registration.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.

BY TELEPHONE
- - Unless you have declined telephone privileges, call the Fund at
- - 1-800-466-3863.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.
- - The Fund may ask for identification, and all telephone transactions are
recorded.

HOW TO
REDEEM
SHARES

All orders to redeem shares received in good order by the distributor, transfer
agent or other agent before the close of trading on the NYSE will be executed at
that day's share price. Orders received after the close of trading will be
executed at the next business day's price. All redemption orders must include
the required documentation and signatures. Each Series may postpone payment of
redemption proceeds for up to seven days, or suspend redemptions to the extent
permitted by law. If you recently purchased your shares by check, your
redemption proceeds will not be sent to you for 15 days.

BY MAIL

- - Send a letter of instruction to Exeter Fund, Inc., at the address on the
opposite page signed by each registered account owner.
- - State the name of the Series, the class and number of shares or dollar
amount to be sold.
- - Provide the account number.
- - Signature guarantees may be required.
- - Additional documentation may be required (call the Fund for details).
PAGE 17

<PAGE>
INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH
LOW BALANCES

IN-KIND
PURCHASES AND
REDEMPTIONS

Securities you own may be used to purchase shares of the Series. The advisor
will determine if acquiring the securities is consistent with the Series' goals
and policies. If accepted, the securities will be valued the same way the
Series values securities it already owns.

The Series may make payment for shares in part by giving you portfolio
securities. As a redeeming shareholder, you will pay transaction costs to
dispose of these securities.

SIGNATURE
GUARANTEES

A signature guarantee may be required for any written request to sell shares, or
to change the account registration.

A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.

VALUATION OF
SHARES

<PAGE>
DIVIDENDS, DISTRIBUTION AND TAXES

DIVIDENDS AND
DISTRIBUTIONS

Each Series generally:
- - Pays dividends twice a year, in June and December.
- - Makes capital gains distributions, if any, once a year, typically in
December.

A Series may pay additional distributions and dividends at other times if
necessary for the Series to avoid a federal tax.

TAXES

TRANSACTION FEDERAL TAX STATUS
Redemption or exchange of shares Usually taxable as capital gain or
loss; long-term only if shares
owned more than
one year

Long-term capital gain distributions Taxable as long-term capital gain

Short-term capital gain distributions Taxable as ordinary income

Dividends Taxable as ordinary income

After the end of each year, the Series will provide you with information about
the distributions and dividends that you received and any redemptions of shares
during the previous year. In calculating your gain or loss on any sale of
shares, note that your tax basis in your shares is increased by the amounts of
dividends and distributions that you have reinvested in a Series. Dividends and
distributions are taxable as described above whether received in cash or
reinvested. If you do not provide the Series with your correct taxpayer
identification number and any required certifications, you may be subject to
back-up withholding of 31% of your distributions, dividends and redemption
proceeds. Because each shareholder's circumstances are different and special tax
rules may apply, you should consult with your tax adviser about your investment
in the Series and your receipt of dividends, distributions or redemption
proceeds.
PAGE 19

<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Series'
financial performance for the past 5 years. The total returns in the table
represent the rate that an investor would have earned, or lost, on an investment
in the Series (assuming reinvestments of all dividends and distributions). This
information has been audited by Deloitte & Touche, LLP, whose report, along
with the Series' financial statements, are included in the annual reports,
which are available upon request.
<TABLE>
<CAPTION>

DEFENSIVE SERIES - CLASS A SHARES

For the For the For the
Year Ended Year Ended Year Ended
10/31/98 10/31/97 10/31/961
<S> <C> <C> <C>
PER SHARE DATA
(FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
NET ASSET VALUE -
BEGINNING OF PERIOD. . . . . $10.71 $10.29 $10.00
------------ ------------ ------------

Income from investment operations:
Net investment income* 0.35 0.42 0.35
Net realized and unrealized
gain on investments 0.32 0.45 0.14
------------ ------------ ------------
Total from investment operations 0.67 0.87 0.49
------------ ------------ ------------

Less distributions to shareholders:
From net investment income (0.35) (0.38) (0.20)
From net realized gain on
Investments. . .. . . . . (0.18) (0.07) -
------------ ------------ ------------
Total distribution to shareholders (0.53) (0.45) (0.20)
------------ ------------ ------------

NET ASSET VALUE - END OF PERIOD . $10.85 $ 10.71 $ 10.29
============ ============ ============

Total return2. . . . . . . 6.54% 8.74% 4.94%
Ratios (to average net assets)/Supplemental Data:
Expenses*. . . . . . . . 1.00% 1.00% 1.00%
Net investment income* . 4.20% 4.45% 4.26%
Portfolio turnover . . . 15% 60% 30%

NET ASSETS - END OF PERIOD
(000'S OMITTED). . . . . $5,733 $1,764 $745
============ ============ ============
<FN>

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

Net investment income $0.29 $0.27 $0.23
Ratios (to average net assets):
Expenses 1.73% 2.59% 2.50%
Net investment income 3.47% 2.86% 2.76%
</TABLE>

1 The Series commenced operations on November 1, 1995
2 Represents aggregate total return for the period indicated.
PAGE 20

BLENDED ASSET SERIES I - CLASS A SHARES

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

<S> <C> <C> <C> <C>
PER SHARE DATA (FOR A
SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
NET ASSET VALUE -
BEGINNING OF PERIOD $11.97 $11.20 $10.72 $9.72
-------- ------- ------- ---------
Income from investment
operations:
Net investment income* 0.36 0.39 0.29 0.34
Net realized and unrealized
gain (loss) on investments 0.35 1.01 0.31 1.70
- -----------------------------------------------------------------------------
Total from investment
operations 0.71 1.40 0.60 2.04
- -----------------------------------------------------------------------------

Less distributions to
shareholders:
From net investment
income (0.33) (0.44) (0.09) (0.34)
In excess of net
investment income - - - (0.01)
From net realized
gain on investments (0.76) (0.19) (0.03) (0.69)
In excess of net
realized gain - - - -
- -----------------------------------------------------------------------
Total distributions to (1.09) (0.63) (0.12) (1.04)
- -------------------------------------------------------------------------
shareholders

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

Total return 1 6.29% 13.01% 5.64% 21.08%
Ratios (to average net assets)
/Supplemental Data:
Expenses* 1.20% 1.20% 1.20%2 1.20%
Net investment income* 3.25% 3.39% 3.69%2 3.64%
Portfolio turnover 60% 50% 85% 72%

NET ASSETS - END OF
PERIOD (000'S OMITTED) $32,291 $21,930 $17,794 $9,518
===========================================================================
<FN>

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

Net investment income $0.35 $0.39 $0.28 $0.31
Ratios (to average net assets):
Expenses 1.23% 1.24% 1.31%2 1.53%
Net investment income 3.22% 3.35% 3.58%2 3.31%
1 Represents aggregate total return for the period indicated.
2 Annualized.

</TABLE>
<TABLE>
<CAPTION>
For the Year For the
Ended Period
12/31/94 9/15/93
(commencement
of
operations)
to 12/31/93
<S> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT EACH
PERIOD):
NET ASSET VALUE - BEGINNING
OF PERIOD $10.05 $10.00
---------- --------

Income from investment
operations:

Net investment income* 0.20 0.05
Net realized and unrealized
gain (loss)
on investments (0.28) 0.04

------ ----

Total from investment operations (0.08) 0.09
------ ----

Less distributions to
shareholders:
From net investment income (0.20) (0.04)
In excess of net investment
income - -
From net realized gain on
investments (0.04) -
------ --
In excess of net realized
gain (0.01) -
Total distributions to
shareholders (0.25) (0.04)
------ ------

NET ASSET VALUE - END OF PERIOD $9.72 $10.05
======= ==========

Total return1 (0.80%) 0.93%

Ratios (to average net assets)/
Supplemental data:
Expenses* 1.20% 1.20%2
Net investment income* 3.40% 2.47%2
Portfolio turnover 45% 1%

NET ASSETS - END OF PERIOD
(000'S OMITTED) $4,519 $475
<FN>
*The investment advisor did not impose all or a portion of its
management fee and in some periods paid a portion of the Series'
expenses. If these expenses had been incurred by the Series, and had
the 1994 and 1993 expenses been limited to that allowed by states
securities law, the net investment income per share and the ratios
would have been as follows:

Investment income $0.12 $0.02
Ratios (to average net assets):
Expenses 2.50% 2.50%2
Net investment income 2.10% 1.17%2

</TABLE>

1 Represents aggregate total return for the period indicated.
2 Annualized.
PAGE 21

BLENDED ASSET SERIES II - CLASS A SHARES

For the For the For the For the
Year Year Ten Months Year
Ended Ended Ended Ended
10/31/98 10/31/97 10/31/96 12/31/95
<S> <C> <C> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT EACH
PERIOD):
NET ASSET VALUE - BEGINNING OF
PERIOD 14.69 $13.04 $11.95 $10.12
---------------------------------------------

Income from investment
operations:
Net investment income 0.31 0.33 0.23* 0.24*
Net realized and unrealized
gain (loss) on investments (0.38) 2.13 0.96 3.05
- ---------------------------------------------------------------------------
Total from investment operations (0.07) 2.46 1.19 3.29
- ---------------------------------------------------------------------------

Less distributions to
shareholders:
From net investment income (0.29) (0.40) (0.04) (0.24)
From net realized gain on
investments (1.73) (0.41) (0.06) (1.22)
- ----------------------------------------------------------------------------
Total distributions to
shareholders (2.02) (0.81) (0.10) (1.46)
- ----------------------------------------------------------------------------

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

Total return2 (0.56%) 19.69% 10.01% 32.64%
Ratios (to average net assets)/
Supplemental data:
Expenses 1.15% 1.15% 1.20%3* 1.20%*
Net investment income 2.45% 2.45% 2.51%3* 2.53%*
Portfolio turnover 61% 63% 57% 63%

NET ASSETS - END OF PERIOD (000'S
OMITTED) 65,973 $50,922 $32,999 $20,519
======================================

<FN>

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

Net investment income N/A N/A $0.23 $0.23
Ratios (to average net assets):
Expenses N/A N/A 1.22%3 1.33%
Investment income N/A N/A 2.49%3 2.40%
</TABLE>

1 Distribution from net investment income amounted to $0.0017 per share.
2 Represents aggregate total return for the period indicated.
3 Annualized.

For the For the
Year Period
Ended 10/12/93
12/31/94 (commencement
of
operations)
to 12/31/93
<S> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT EACH
PERIOD):
NET ASSET VALUE - BEGINNING OF
PERIOD . . . . . . . . . . . . . . . 9.98 $10.00
-------------------------

Income from investment
operations:
Net investment income 0.11* 0.01*
Net realized and unrealized
gain (loss) on investments 0.24 (0.03)
- ----------------------------------------------------------------
Total from investment operations 0.35 (0.02)
- ----------------------------------------------------------------

Less distributions to
shareholders:
From net investment income (0.12) (0.00)1
From net realized gain on
investments . . . . . . . . . (0.09) -
-------------------------
Total distributions to
shareholders .. . . . . . . . . . . . (0.21) (0.00)
-------------------------

NET ASSET VALUE - END OF PERIOD $10.12 $9.98
================================================================

Total return2 3.52% (0.18%)
Ratios (to average net assets)/
Supplemental data:
Expenses 1.20%* 1.20%3*
Net investment income 2.12%* 1.94%3*

Portfolio turnover 19% 0%

NET ASSETS - END OF PERIOD (000'S
OMITTED) . . .. . . . . . . . . . . . $7,214 $475
=========================

<FN>

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

Net investment income $0.05 $0.01
Ratios (to average net assets):
Expenses 2.31% 2.50%3
Net investment income 1.01% 0.64%3

</TABLE>

1 Distribution from net investment income amounted to $0.0017 per share.
2 Represents aggregate total return for the period indicated.
3 Annualized.
PAGE 22

MAXIMUM HORIZON SERIES - CLASS A SHARES

For the For the For the
Year Year Year
Ended Ended Ended
10/31/98 10/31/97 10/31/961
<S> <C> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD):
NET ASSET VALUE - BEGINNING
OF PERIOD 14.24 $11.38 $10.00
---------------------------

Income from investment operations:
Net investment income* 0.13 0.10 0.15
Net realized and unrealized
gain (loss) on investments (0.93) 2.92 1.36
- ----------------------------------------------------------------------
Total from investment operations (0.80) 3.02 1.51
- ----------------------------------------------------------------------

Less distributions to shareholders:
From net investment income (0.12) (0.08) (0.13)
From net realized gain on
investments (1.22) (0.08) -
- ------------------------------------------------------------------
Total distributions to
shareholders (1.34) (0.16) (0.13)
- -------------------------------------------------------------------

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

Total return2 (5.99%) 26.77% 15.21%
Ratios (to average net assets)/
Supplemental data:
Expenses* 1.20% 1.20 1.20%
Net investment income* 1.25% 0.94% 1.71%
Portfolio turnover 60% 115% 95%

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

<FN>

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

Net investment income $0.12 $0.06 $0.04
Ratios (to average net assets):
Expenses 1.32% 1.55% 2.50%
Net investment income 1.13% 0.59% 0.41%

</TABLE>

1 The Series commenced operations on November 1, 1995.
2 Represents aggregate total return for the period indicated.
PAGE 23

<PAGE>
EXETER FUND, INC.

Defensive Series
Blended Asset Series I
Blended Asset Series II
Maximum Horizon Series

SHAREHOLDER
REPORTS AND THE
STATEMENT OF
ADDITIONAL
INFORMATION (SAI)

HOW TO OBTAIN
THESE REPORTS
AND ADDITIONAL
INFORMATION

Investment Company Act File No. 811-04087
PAGE 24

<PAGE>
<PAGE>
Prospectus
March 1, 1999 EXETER FUND, INC.

Flexible Yield Series I

Flexible Yield Series II

Flexible Yield Series III

Class A Shares

[LOGO]

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

<PAGE>
[This page intentionally blank]
PAGE 2

<PAGE>
Exeter Asset Management is a division of
Manning & Napier Advisors, Inc., which was
founded in 1970 and manages over $7 billion
for individual and institutional investors.

CONTENTS PAGE

Goals, Strategies, and Risks 5

Flexible Yield Series I 6

Flexible yield Series II 8

Flexible Yield Series III 10

More About the Series' Investments 12

How to Buy, Exchange, and Redeem Shares 14

Investment and Account Information 16

Dividends, Distributions, and Taxes 17

Financial Highlights 18

PAGE 3

<PAGE>
[This page intentionally blank]
PAGE 4

<PAGE>
GOALS, STRATEGIES, AND RISKS

EXETER FUND, INC.

Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III

INVESTMENT
STRATEGIES

Each Series invests primarily in fixed income securities. In general, the value
of a fixed income security will go down as interest rates go up and vice versa.
The shorter the maturity of a fixed income investment, the less its value will
increase or decrease in response to changes in interest rates. Therefore,
shorter maturity investments have less sensitivity to interest rates but less
potential for capital appreciation.

In comparing the growth and risk characteristics of the three Series, you should
note that the average maturity for Flexible Yield Series II can be longer than
that of Flexible Yield Series I. Under normal conditions, this will result in
lower yields for Flexible Yield Series I, but a lower degree of price volatility
in response to changes in interest rates. Flexible Yield Series III has no
stated maturity target. Rather, the maturity is adjusted to capture what the
Advisor believes to be the most attractive segment of the market. This could
result in greater volatility.

The Advisor will select shorter maturity securities when it expects interest
rates to rise or when it believes the yields on longer term securities do not
justify the additional risks involved. The Advisor will buy longer maturity
securities when it expects interest rates to go down or when it believes that
higher yields justify the additional risks.

WHO MAY
WANT TO
INVEST

INVESTORS SHOULD CHOOSE WHICH SERIES IS RIGHT FOR THEM
The series may be appropriate for investors who:
- - Are seeking a regular stream of income.
- - Want to diversify their portfolios.
- - Are seeking a mutual fund for the income portion of anasset allocation
portfolio.
PAGE 5

<PAGE>
GOALS, STRATEGIES, AND RISKS

FLEXIBLE YIELD SERIES I

INVESTMENT
GOALS

The highest level of total return (i.e., a combination of income and capital
appreciation) consistent with preservation of capital.
KEY INVESTMENTS
AND STRATEGIES

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

MATURITY
The Series generally maintains a dollar-weighted average maturity of not more
than 5 years but may invest in individual securities having any maturity.

CREDIT QUALITY
The Series invests primarily in investment grade securities but may invest up to
20% of assets in lower quality bonds, commonly known as "junk bonds." BOND
SELECTION
PROCESS
The Advisor emphasizes those bond market sectors and selects for the Series
those securities that it believes offer yields sufficient to compensate the
investor for the risks specific to the sector or security. In analyzing the
relative attractiveness of sectors and individual securities, the Advisor
considers:

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

SUMMARY
OF PAST
PERFORMANCE

FLEXIBLE YIELD SERIES I
% TOTAL RETURN
[Bar chart showing the percent total return for the Flexible Yield Series I
for 1995, 1996, 1997 and 1998, with calendar years ended December 31st. The
results are 10.79% for 1995, 3.65% for 1996, 6.41% for 1997 and 6.36% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR ON 02/15/94
<S> <C> <C>
Class A shares 6.36% 5.35%
Index:
Merrill Lynch U.S. Treasury
Short Term Index 7.00% 6.08%
<FN>

QUARTERLY RETURNS

Highest: 3.55% in 2nd quarter 1995
Lowest: -0.38% in 1st quarter 1996
</TABLE>

The Merrill Lynch U.S. Treasury Short-Term Index is an unmanaged index of U. S.
Treasury securities with maturities greater than one year but less than three
years.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 6

<PAGE>
PRINCIPAL RISKS
OF INVESTING IN
THE SERIES

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

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

The Advisor's emphasis on securities with short-term maturities will generally
result in the Series having a lower yield and lower price volatility compared to
funds with longer-term maturities such as the Flexible Yield Series II and the
Flexible Yield Series III.

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 FLEXIBLE YIELD SERIES I
<S> <C>
SHAREHOLDER FEES (paid directly from your investment). . None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . . . . . . . . . . . . . 0.35%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 4.14%
------
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . 4.49%
<FN>

1 A wire charge, currently $15, may be deducted by the Transfer Agent from
the amount of a wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual
expenses were:

Management fee 0.00%
Other expenses 0.70%
-----
Total annual fund operating expenses 0.70%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The fund's operating expenses remain the same
- - Your investment has a 5% return each year

Although your actual costs may be higher or lower, under these assumptions your
costs would be:1

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$450 $1,357 $2,274 $4,606
<FN>

1 With expense limits, your costs would be:
$72 $224 $390 $871
</TABLE>

PAGE 7

<PAGE>
GOALS, STRATEGIES, AND RISKS

FLEXIBLE YIELD SERIES II

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

KEY INVESTMENTS
AND STRATEGIES

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

MATURITY
The Series generally maintains a dollar-weighted average maturity of not more
than 10 years but may invest in individual securities having any maturity.

CREDIT QUALITY
The Series invests primarily in investment grade securities but may invest up to
20% of assets in lower quality bonds, commonly known as "junk bonds." BOND
SELECTION
PROCESS
The Advisor emphasizes those bond market sectors and selects for the Series
those securities that its believes offer yields sufficient to compensate the
investor for the risks specific to the sector or security. In analyzing the
relative attractiveness of sectors and individual securities, the Advisor
considers:

SUMMARY
OF PAST
PERFORMANCE

The bar chart and total return table provide some indication of the risks of
investing in the Series. The bar chart shows changes in the performance of the
Class A shares of the Series for each full calendar year since its inception.
The total return table shows how the average annual total returns for the Class
A shares for different calendar periods compare to those of the Merrill Lynch
Corporate/Government Intermediate Index, a market value weighted measure of
approximately 4,561 corporate and government bonds.

FLEXIBLE YIELD SERES II
% TOTAL RETURN
[Bar chart showing the percent total return for the Flexible
Yield Series II for 1995, 1996, 1997 and 1998, with calendar years ended
December 31st. The results are 17.33% for 1995, 1.92% for 1996, 8.24% for 1997
and 8.44% for 1998]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR ON 02/15/94
<S> <C> <C>
Class A shares 8.44% 6.14%
Index:
Merrill Lynch Corporate
Government Intermed. Index 8.46% 6.76%
<FN>

QUARTERLY RETURNS

Highest: 6.05% in 2nd quarter 1995
Lowest: -2.03% in 1st quarter 1996
</TABLE>

The Merrill Lynch Corporate/Government Intermediate Index is an unmanaged index
of investment grade bonds with maturities greater than one year but less than
10 years.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 8

<PAGE>
PRINCIPAL RISKS
OF INVESTING IN
THE SERIES

The Advisor's emphasis on securities with intermediate maturities will generally
result in the Series experiencing moderate price volatility in reaction to
changing interest rates.

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED 10/31/98 FLEXIBLE YIELD SERIES II
<S> <C>
SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee 0.45%
Distribution and service (Rule 12b-1) fees None
Other expenses 4.25%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 4.70%

<FN>
1 A wire charge, currently $15, may be deducted by the Transfer Agent from
the amount of a wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual
expenses were:
Management fee 0.00%
Other expenses 0.80%
-----
Total annual fund operating expenses 0.80%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The fund's operating expenses remain the same
- - Your investment has a 5% return each year

Although your actual costs may be higher or lower, under these assumptions your
costs would be:1

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$471 $1,416 $2,368 $4,771
<FN>

1 With expense limits, your costs would be:
$82 $255 $444 $990
</TABLE>

PAGE 9

<PAGE>
GOALS, STRATEGIES, AND RISKS

FLEXIBLE YIELD SERIES III

INVESTMENT
GOALS

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

KEY INVESTMENTS
AND STRATEGIES

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

MATURITY
The Series is not subject to any maturity restrictions but will vary its average
dollar-weighted portfolio maturity depending on the Advisor's outlook for
interest rates. For example, the Advisor may invest in longer-term bonds when it
expects interest rates to fall in an attempt to realize gains for the Series.
Likewise, the Advisor may shorten maturities when it expects interest rates to
rise.

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

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

SUMMARY
OF PAST
PERFORMANCE

The bar chart and total return table indicate the risks of investing in the
Series. The bar chart shows changes in the performance of the Class A shares of
the Series for each full calendar year since its inception. The total return
table shows how the average annual total returns for the Class A shares for
different calendar periods compare to those of the Merrill Lynch
Corporate/Government Master Bond Index, a market value weighted measure of
approximately 6,378 corporate and government bonds.

FLEXIBLE YIELD SERIES III
% TOTAL RETURN
[Bar chart showing the percent total return for the Flexible Yield Series
III for 1994, 1995, 1996, 1997 and 1998, with calendar years ended December
31st. The results are -5.83% for 1994, 22.09% for 1995, 0.45% for 1996, 11.17%
for 1997 and 10.13% for 1998]
<TABLE>
<CAPTION>

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/98) 1 YEAR 5 YEARS ON 12/20/93
<S> <C> <C> <C>
Class A shares 10.13% 7.17% 7.04%
Index:
Merrill Lynch Corp./Government
Master Bond Index 9.53% 7.34% 7.31%
<FN>

QUARTERLY RETURNS

Highest: 7.88% in 2nd quarter 1995
Lowest: -4.32% in 1st quarter 1994
</TABLE>

The Merrill Lynch Corporate/Government Bond Index is an unmanaged index of
investment grade corporate and government bonds with maturities ranging from one
to thirty years.

PAST PERFORMANCE DOES NOT NECESSARILY INDICATE HOW THE SERIES WILL PERFORM IN
THE FUTURE.
PAGE 10

<PAGE>
PRINCIPAL RISKS
OF INVESTING IN
THE SERIES

Since the Series has no stated maturity target, the Series may experience
greater price volatility in reaction to changing interest rates.

FEES AND
EXPENSES OF
THE SERIES

This table describes the fees and expenses you may pay if you invest in shares
of the Series.
<TABLE>
<CAPTION>

FOR THE YEAR ENDED 10/31/98 FLEXIBLE YIELD SERIES III
<S> <C>
SHAREHOLDER FEES (paid directly from your investment). . . None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)2
Management fee . . . . . . . . . . . . . . . . . . . 0.50%
Distribution and service (Rule 12b-1) fees . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . 1.85%
------
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . 2.35%
<FN>

1 A wire charge, currently $15, may be deducted by the Transfer Agent from
the amount of a wire redemption payment made at the request of a shareholder. A
shareholder may effect up to four (4) exchanges in a twelve (12) month period
without change. Subsequent exchanges are subject to a fee of $15.
2 Because the Advisor has agreed to limit operating expenses, actual
expenses were:
Management fee 0.00%
Other expenses 0.85%
-----
Total annual fund operating expenses 0.85%
</TABLE>

The Advisor may change or eliminate these expense limits at any time.

THE EXAMPLE BELOW ASSUMES THAT:
- - You invest $10,000 for the periods shown
- - The fund's operating expenses remain the same
- - Your investment has a 5% return each year

Although your actual costs may be higher or lower, under these assumptions your
costs would be:1
<TABLE>
<CAPTION>

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
$ 238 $733 $1,255 $2,686
<FN>

1 With expense limits, your costs would be:
$87 $271 $471 $1,049
</TABLE>

PAGE 11

<PAGE>
MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

FIXED INCOME
Each Series may invest in a variety of fixed income securities. These
securities may be issued by the U.S. government or any of its agencies, foreign
governments, supranational entities such as the World Bank, and U.S. and foreign
companies.

Investments in fixed income securities may be of any credit quality and have all
types of interest rate payment and reset terms, including fixed rate, adjustable
rate, zero coupon and pay in kind. Lower quality bonds, commonly known as "junk
bonds," are considered speculative because they have a higher risk of issuer
default, are subject to greater price volatility and may be illiquid.

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities may be issued by private companies or by agencies of
the U.S. government. Mortgage-backed securities represent direct or indirect
participations in, or are collateralized by and payable from, mortgage loans
secured by real property.

For mortgage derivatives and structured securities, small changes in interest or
prepayment rates may cause large and sudden price movements. Mortgage
derivatives can also become illiquid and hard to value in declining markets.

DERIVATIVE CONTRACTS
A derivative contract will obligate or entitle a Series to deliver or receive an
asset or a cash payment that is based on the change in value of a designated
security, index or currency. The Series may, but are not required to, use
derivative contracts for any of the following purposes:

- - To hedge against adverse changes in the market value of securities held by
or to be bought for a Series. These changes may be caused by changing interest
rates or stock market prices.
- - As a substitute for purchasing or selling securities.
- - To shorten or lengthen the effective maturity or duration of a Series'
fixed income portfolio.
- - In non-hedging situations, to attempt to profit from anticipated market
developments.

Even a small investment in derivative contracts can have a big impact on
currency and interest rate exposure. Counterparties to over-the-counter (OTC)
derivative contracts present the same types of default risk as issuers of fixed
income securities. Derivatives can also make a Series less liquid and harder to
value, especially in declining markets.

ADDITIONAL INVESTMENTS AND RISKS

FOREIGN SECURITIES
Each Series may invest in U.S. dollar denominated securities of foreign issuers
(i.e., yankee bonds). Prices of foreign securities may go down because of
foreign government actions, political instability or the more limited
availability of accurate information about foreign companies. These risks may
be more severe for securities of issuers in emerging markets.

ASSET-BACKED SECURITIES
Asset-backed securities represent participations in, or are secured by and
payable from, assets such as installment sales or loan contracts, leases, credit
card receivables and other categories of receivables.

CORRELATION RISK
Changes in the value of derivative contracts or other hedging instruments may
not match or fully offset changes in the value of the hedged portfolio
securities.
PAGE 12

<PAGE>
THE SERIES' INVESTMENT GOALS
The Series' board of directors may change each Series' investment goals
(described above under above "Goals, Strategies, and Risks") without obtaining
the approval of the Series' shareholders. A Series might not succeed in
achieving its goals.

THE ADVISOR
Each Series' advisor is Exeter Asset Management, a division of Manning & Napier
Advisors, Inc., 1100 Chase Square, Rochester, New York 14604. The Advisor is
responsible for the day-to-day operations of the Series and generally is
responsible for supervision of the Series' overall business affairs, service
providers and officers.

A team made up of investment professionals and analysts make all of the Series'
investment decisions.

The Advisor may, from its own resources, defray or absorb costs relating to
distribution, including compensation of employees who are involved in
distribution.

ANNUAL MANAGEMENT FEES (AS A PERCENTAGE OF DAILY NET ASSETS)

ACTUAL
SERIES MANAGEMENT FEE CONTRACTUAL CURRENT
PAID FOR YEAR MANAGEMENT EXPENSE
ENDED 10/31/98 FEE LIMITATION
<S> <C> <C> <C>
Flexible Yield Series I . 0.00% 0.35% 0.70%
Flexible Yield Series II. 0.00% 0.45% 0.80%
Flexible Yield Series III 0.00% 0.50% 0.85%
</TABLE>

YEAR 2000 ISSUE

Information technology experts are concerned about computer systems' ability to
process date-related information on and after January 1, 2000. This situation,
commonly known as the "Year 2000" issue, could have an adverse impact on the
Series. The cost of addressing the Year 2000 issue, if substantial, could
adversely affect companies and governments that issue securities held by the
Series. The Advisor, the transfer agent and the distributor are addressing the
Year 2000 issue for their systems. The Series have been informed by their
Other service providers that they are taking similar measures. Although the
Series do not expect the Year 2000 issue to adversely affect them, the Series
Cannot guarantee that the efforts of the Series or their service providers to
correct the problem will be successful.
PAGE 13

<PAGE>
HOW TO BUY, EXCHANGE, AND REDEEM SHARES

HOW TO
BUY SHARES

All orders to purchase shares received in good order by the distributor,
transfer agent or other agent before the close of trading on the New York Stock
Exchange (NYSE) will be executed at that day's share price. Orders received
after that day's close will be executed at the next business day's price. All
orders must include the required documentation and be accompanied by proper
payment. Each Series reserves the right to reject purchase orders or to stop
offering its shares without notice to shareholders.

BY MAIL

OPENING AN ACCOUNT
- - Send a check payable to Exeter Fund, Inc. with the completed original
account application.
The address is:EXETER FUND, INC.P.O. BOX 41118 ROCHESTER, NY 14604

- - To request an account application, call the fund at 1-800-466-3863.

ADDING TO AN ACCOUNT

- - Send a check payable to Exeter Fund, Inc. and a letter of instruction with
the name of the Series to be purchased and the account name and number.

BY WIRE

OPENING OR ADDING TO AN ACCOUNT

- - After the Fund has received your completed account application, you may
wire funds to open or add shares to your account. Before sending a wire, call
1-800-466-3863 for wire instructions.

AUTOMATIC
INVESTMENT PLAN

You may participate in the automatic investment plan by completing the
applicable section of the account application or contacting the Fund. Through
the plan, you can authorize transfers of a specified amount from your bank
account into the Series on a regular basis. The minimum amount of each
investment is $25. If you have insufficient funds in your account to complete
a transfer, your bank may charge you a fee.
PAGE 14

<PAGE>
HOW TO
EXCHANGE SHARES
You may exchange Class A shares of a Series for Class A shares of any other
Series of Exeter Fund if the registration of both accounts is identical. If
received with proper documentation before the close of trading on the NYSE,
exchange requests will be executed at that day's share prices. Otherwise, they
will be executed at the prices determined on the next business day after receipt
with proper documentation.

The minimum exchange amount is $1,000 (or all the shares in your account, if
less than $1,000). You may exchange up to 4 times during any 12-month period
without paying a sales charge or any other fee. For any additional exchanges,
you may be charged $15 per exchange. A Series may refuse any exchange order and
may alter, limit or suspend its exchange privilege on 60 days' notice. An
exchange involves a taxable redemption of shares surrendered in the exchange.

BY MAIL

- - Send a letter of instruction to Exeter Fund, Inc., at the address on the
opposite page, signed by each registered account owner, exactly as your names
appear on the account registration.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.

BY TELEPHONE
- - Unless you have declined telephone privileges, call the Fund at
1-800-466-3863.
- - Provide the name of the current Series, class of shares, Series to
exchange into and dollar amount to be exchanged.
- - Provide both account numbers.
- - The Fund may ask for identification, and all telephone transactions are
recorded.

HOW TO
REDEEM SHARES

All orders to redeem shares received in good order by the distributor, transfer
agent or other agent before the close of trading on the NYSE will be executed at
that day's share price. Orders received after the close of trading will be
executed at the next business day's price. All redemption orders must include
the required documentation and signatures. Each Series may postpone payment of
redemption proceeds for up to seven days, or suspend redemptions to the extent
permitted by law. If you recently purchased your shares by check, your
redemption proceeds will not be sent to you for 15 days.

BY MAIL

<PAGE>
INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH
LOW BALANCES

IN-KIND
PURCHASES AND
REDEMPTIONS

Securities you own may be used to purchase shares of a Series. The Advisor will
determine if acquiring the securities is consistent with the Series' goals and
policies. If accepted, the securities will be valued the same way the Series
values securities it already owns.

A Series may make payment for shares in part by giving you portfolio securities.
As a redeeming shareholder, you will pay transaction costs to dispose of these
securities.

SIGNATURE GUARANTEES

A signature guarantee may be required for any written request to sell shares, or
to change the account registration.

The transfer agent will accept signature guarantees from:

- - Members of the STAMP program or the NYSE's Medallion Signature Program.
- - A broker or securities dealer.
- - A federal savings, cooperative or other type of bank.
- - A savings and loan or other thrift institution.
- - A credit union.
- - A securities exchange or clearing agency.

A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.

VALUATION OF
SHARES

Each Series offers its shares at the net asset value (NAV) per share of the
Series. Each Series calculates its NAV once daily as of the close of regular
trading on the New York Stock Exchange (generally at 4:00 P.M., New York time)
on each day the exchange is open. If the exchange closes early, the Series will
accelerate the calculation of NAV and transaction deadlines to that time.

Each Series values the securities in its portfolio on the basis of market
quotations and valuations provided by independent pricing services. If
quotations are not readily available, or the value of a security has been
materially affected by events occurring after the closing of a foreign exchange,
each Series values its assets by a method that the directors believe accurately
reflects fair value. A Series that uses fair value to price securities may
value those securities higher or lower than another Series that uses market
quotations to price the same securities.
PAGE 16

<PAGE>
DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIVIDENDS AND
DISTRIBUTIONS

Each Series generally:
- - Pays dividends quarterly, in March, June, September and December.
- - Makes capital gains distributions, if any, once a year, typically in
December.

A Series may pay additional distributions and dividends at other times if
necessary for the Series to avoid a federal tax.

TAXES

TRANSACTION FEDERAL TAX STATUS

Redemption or exchange of shares Usually taxable as capital gain or
loss; long-term only if shares owned
more than one year

Long-term capital gain distributions Taxable as long-term capital gain

Short-term capital gain distributions Taxable as ordinary income

Dividends Taxable as ordinary income

<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Series'
financial performance for the periods of the Series' operations. Certain
information reflects financial results for a single share. The total returns in
the table represent the rate that an investor would have earned or lost on an
investment in the Series (assuming reinvestments of all dividends and
distributions). This information has been audited by Deloitte & Touche, LLP
whose report, along with the Series' financial statements, are included in the
annual report, which is available upon request.

FLEXIBLE YIELD SERIES I - CLASS A SHARES

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

<S> <C> <C> <C> <C>
PER SHARE DATA (FOR A
SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):

NET ASSET VALUE -
BEGINNING OF PERIOD $10.39 $10.27 $10.26 $9.69
- ----------------------------------------------------------------------

Income from investment
operations:
Net investment income* 0.47 0.50 0.41 0.46
Net realized and
unrealized gain (loss)
on investments 0.29 0.10 (0.10) 0.57
- -----------------------------------------------------------------------
Total from investment
operations 0.76 0.60 0.31 1.03
Less distributions
to shareholders:
From net investment income (0.57) (0.45) (0.30) (0.46)
From net realized
gain on investments - (0.03) - -
Total distributions to
shareholders (0.57) (0.48) (0.30) (0.46)
- ----------------------------------------------------------------------

NET ASSET VALUE -
END OF PERIOD $10.58 $10.39 $10.27 $10.26
======================================================================
Total return1 7.57% 6.07% 3.11% 10.79%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.70% 0.70% 0.70%2 0.70%
Net investment income* 5.04% 5.29% 5.25%2 4.99%
Portfolio turnover 53% 77% 36% 60%

NET ASSETS - END OF PERIOD
(000'S OMITTED) $1,144 $650 $493 $256
======================================================================

<FN>

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

Investment income $0.12 $0.21 $0.27 $0.30
Ratios (to average net assets):
Expenses 4.49% 3.83% 2.50%2 2.50%
Investment income 1.25% 2.16% 3.45%2 3.19%
</TABLE>

1 represents aggregate total return for the period indicated.
2 annualized.

For the Period
2/15/94
(commencement of
operations) to
12/31/94
<S> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD):

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

Income from investment operations:
Net investment income* 0.24
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . . (0.32)
---------
Total from investment operations (0.08)
- ------------------------------------------------------------

Less distributions to shareholders:
From net investment income (0.23)
From net realized gain on investments -
- --------------------------------------------------------------
Total distributions to shareholders (0.23)
- ------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD $9.69
============================================================

Total return1 (0.76)%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.70%2
Net investment income* 4.41%2
Portfolio turnover 38%

NET ASSETS - END OF PERIOD (000'S OMITTED) $231
<FN>

Net investment income $0.14
Ratios (to average net assets):
Expenses 2.50%2
Net investment income 2.61%2

</TABLE>

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

PAGE 18

FLEXIBLE YIELD SERIES II - CLASS A SHARES

For the For the
Year For the Year Ten Months
Ended Ended Ended
10/31/98 10/31/97 10/31/96
<S> <C> <C> <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
NET ASSET VALUE - BEGINNING OF PERIOD $10.23 $10.10 $10.30
- --------------------------------------------------------------------------

Income from investment operations:
Net investment income* 0.57 0.53 .45
Net realized and unrealized gain (loss)
on investments 0.38 0.21 (0.32)
Total from investment operations 0.95 0.74 0.13

Less distributions to shareholders:
From net investment income (0.59) (0.60) (0.27)
From net realized gain on investments (0.09) (0.01) (0.06)
- ----------------------------------------------------------------------------
Total distributions to shareholders (0.68) (0.61) (0.33)
- ----------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD $10.50 $10.23 $10.10
============================================================================

Total return1 9.78% 7.61% 1.38%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.80% 0.80% 0.80%2
Net investment income* 5.21% 5.46% 5.55%2
Portfolio turnover 31% 58% 5%

Net assets - end of period (000's omitted) $699 $718 $481
============================================================================
<FN>

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

Net investment income $0.15 $0.24 $0.31
Ratios (to average net assets):
Expenses 4.70% 3.72% 2.50%2
Investment income 1.31% 2.54% 3.85%2
</TABLE>

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

For the Year For the
Ended Period
12/31/95 2/15/94
(commencement
of operations)
to 12/31/94
<S> <C> <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
NET ASSET VALUE - BEGINNING OF PERIOD $9.27 $10.00
- -------------------------------------------------------------------------

Income from investment operations:
Net investment income* 0.56 0.27
Net realized and unrealized gain (loss)
on investments 1.02 (0.74)
- -------------------------------------------------------------------------
Total from investment operations 1.58 (0.47)
- -------------------------------------------------------------------------

Less distributions to shareholders:
From net investment income (0.55) (0.26)
From net realized gain on investments - -
Total distributions to shareholders (0.55) (0.26)
- -------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD $10.30 $9.27
=========================================================================

Total return1 17.33% (4.69)%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.80% 0.80%2
Net investment income* 5.38% 5.40%2
Portfolio turnover 35% 0%

NET ASSETS - END OF PERIOD (000'S OMITTED) $438 $396
=========================================================================
<FN>

Net investment income $0.38 $0.18
Ratios (to average net assets):
Expenses 2.50% 2.50%2
Investment income 3.68% 3.70%2
</TABLE>

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

PAGE 19

<PAGE>

FLEXIBLE YIELD SERIES III - CLASS A SHARES

For the Year For the Year
Ended 10/31/98 Ended 10/31/97
<S> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT THE
PERIOD):
NET ASSET VALUE - BEGINNING OF
PERIOD . . . . . . . . . . . . . .10.41 $10.13
---------------------------

Income from investment
Operations:
Net investment income* 0.53 0.58
Net realized and unrealized
gain (loss) on investments. . 0.69 0.36
---------------------------
Total from investment operations 1.22 0.94
- --------------------------------------------------------

Less distributions to
shareholders:
From net investment income (0.56) (0.61)
From net realized gain on
investments (0.01) (0.05)
- ------------------------------------------------------------
Total distributions to (0.57) (0.66)
- ------------------------------------------------------------
shareholders

NET ASSET VALUE - END OF PERIOD $11.06 $10.41
============================================================

Total return1 12.15% 9.73%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.85% 0.85%
Net investment income* 5.25% 5.82%
Portfolio turnover 20% 51%

NET ASSETS - END OF PERIOD
(000'S OMITTED). . . . . . . . . 1,749 $1,345
============================================================
<FN>

*The investment advisor did not impose its management fee and
paid a portion of the Series' expenses. If these expenses had been incurred
by the Series, and had 1993, 1994, and 1996 expenses been limited to that
allowed by state securities law, the net investment income per share and
the ratios would have been as follows:

Net investment income $0.38 $0.44
Ratios (to average net assets):
Expenses 2.35% 2.28%
Investment income 3.75% 4.39%
</TABLE>

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

For the For the For the For the
Ten Months Year Year Period
Ended Ended Ended 12/20/93
10/31/96 10/31/95 12/31/94 (commencement
of operations)
to 12/31/93
<S> <C> <C> <C> <C>
PER SHARE DATA (FOR A SHARE
OUTSTANDING THROUGHOUT THE
PERIOD):
NET ASSET VALUE - BEGINNING
OF PERIOD $10.51 $9.11 $9.95 $10.00
Income from investment
operations:
Net investment income* 0.50 0.58 0.26 0.01
Net realized and unrealized
gain (loss) on investments (0.53) 1.39 (0.84) (0.05)
- -----------------------------------------------------------------------
Total from investment operations (0.03) 1.97 (0.58) (0.04)
- -----------------------------------------------------------------------

Less distributions to
shareholders:
From net investment income (0.35) (0.57) (0.26) (0.01)
From net realized gain on
investments - - - -
- -----------------------------------------------------------------------
Total distributions to (0.35) (0.57) (0.26) (0.01)
- -----------------------------------------------------------------------
shareholders

NET ASSET VALUE - END OF PERIOD $10.13 $10.51 $9.11 $9.95
=======================================================================

Total return1 (0.18)% 22.09% (5.83)% (0.40)%
Ratios (to average net assets)/
Supplemental Data:
Expenses* 0.85%2 0.85% 0.85% 0.85%2
Net investment income* 5.98%2 6.13% 6.22% 3.85%2
Portfolio turnover 5% 6% 1% 0%

NET ASSETS - END OF PERIOD
(000'S OMITTED) 1,098 $1,159 $748 $75
===============================
<FN>

*The investment advisor did not impose its management fee and paid
a portion of the Series' expenses. If these expenses had been incurred by
the Series, and had 1993, 1994, and 1996 expenses been limited to that
allowed by state securities law, the net investment income per share and
the ratios would have been as follows:

Net investment income $0.36 $0.43 $0.19 $0.01
Ratios (to average net assets):
Expenses 2.50%2 2.46% 2.50% 2.50%2
Investment income 4.33%2 4.52% 4.57% 2.20%2

</TABLE>

1 Represents aggregate total return for the period indicated.
2 Annualized.
PAGE 20

<PAGE>

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PAGE 21

<PAGE>
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PAGE 22

<PAGE>

[LOGO]
PAGE 23

<PAGE>

EXETER FUND, INC.

Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III

SHAREHOLDER
REPORTS AND THE
STATEMENT OF
ADDITIONAL
INFORMATION (SAI)

HOW TO OBTAIN
THESE REPORTS
AND ADDITIONAL
INFORMATION

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

Investment Company Act File No. 811-04087
PAGE 24

<PAGE>

EXETER FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 1, 1999

This Statement of Additional Information is not a Prospectus, and it should be
read in conjunction with the Prospectus for each of the following series of
Exeter Fund, Inc. (the "Fund"): Blended Asset Series I, Blended Asset Series
II, Flexible Yield Series I, Flexible Yield Series II, Flexible Yield Series
III, Tax Managed Series, Defensive Series and Maximum Horizon Series (each a
"series"), copies of which may be obtained from Exeter Asset Management, 1100
Chase Square, Rochester, NY 14604. This SAI relates to the Class A, B, C, D and
E Shares of each series.

TABLE OF CONTENTS

Page
----

Investment Goals B-2
Investment Policies and Risks B-2
Investment Restrictions B-20
Portfolio Turnover B-23
The Fund B-23
Management B-24
The Advisor B-29
Distribution of Fund Shares B-31
Custodian and Independent Accountant B-32
Portfolio Transactions and Brokerage B-32
Net Asset Value B-34
Purchases, Exchanges and Redemptions of Shares B-34
Federal Tax Treatment of Dividends and
Distributions B-37
Yield and Total Return B-39
Financial Statements B-39
Appendix - Description of Bond Ratings B-40

<PAGE>
INVESTMENT GOALS

Each of the series' investment goals as well as its principal investment
policies and strategies with respect to the composition of their respective
portfolios are described in the prospectus. The following sections provide more
information about those principal policies and strategies as well as information
about other policies and strategies. Each series' investment goal is not
fundamental and may be changed by the Board of Directors without shareholder
approval. If there is a change in a series' investment objective, shareholders
will be notified thirty (30) days prior to any such change and will be advised
to consider whether the fund remains an appropriate investment in light of their
then current financial position and needs. Each of the series is a diversified
mutual fund.

INVESTMENT POLICIES AND RISKS

EQUITY INVESTMENTS

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

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

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

Warrants. Each series may purchase warrants. Warrants acquired by a series
entitle it to buy common stock from the issuer at a specified price and time.
Warrants may be considered more speculative than certain other types of
investments because they (1) do not carry rights to dividends or voting rights
with respect to the securities which the warrant entitles the holder to
purchase, and (2) do not represent any rights in the assets of the issuer.
Warrants purchased by the Fund may or may not be listed on a national securities
exchange. As a fundamental investment policy, none of the series (except for
the Flexible Yield Series I, Flexible Yield Series II, and the Flexible Yield
Series III) may invest more than 5% of the value of its total net assets in
warrants. Included within that amount, but not to exceed 2% of the value of the
series' net assets, may be warrants which are not listed on the New York or
American Stock Exchange.
<PAGE>

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

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

FIXED INCOME INVESTMENTS

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

U.S. Government Securities. Each series may invest in debt obligations of
varying maturities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Direct obligations of the U.S. Treasury which are backed by
the full faith and credit of the U.S. Government, include a variety of Treasury
securities that differ only in their interest rates, maturities and dates of
issuance. U.S. Government agencies or instrumentalities which issue or
guarantee securities include, but are not limited to, the Federal Housing
Administration, Federal National Mortgage Association, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Governmental National Mortgage Association, General Services
Administration, Central Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration, the Tennessee Valley Authority, District of
Columbia Armory Board and the Student Loan Marketing Association.
<PAGE>

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

A series will invest in securities of such instrumentality only when the Fund's
investment advisor, Exeter Asset Management (the Advisor ), is satisfied that
the credit risk with respect to any instrumentality is minimal.

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

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

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

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

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

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

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

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

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

<PAGE>
Obligations of Supranational Agencies. Currently, the Flexible Yield Series I,
Flexible Yield Series II and the Flexible Yield Series III may purchase
securities issued or guaranteed by supranational agencies including, but not
limited to, the following: Asian Development Bank, Inter-American Development
Bank, International Bank for Reconstruction and Development (World Bank),
African Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and the Nordic Investment Bank. For
concentration purposes, supranational entities are considered an industry.
Investment in these entities is subject to the series' other restrictions on
investments in foreign securities, described below.

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

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

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

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

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

Default Risk/Credit Risk. Investments in fixed income securities are subject to
the risk that the issuer of the security could default on its obligations,
causing a series to sustain losses on such investments. A default could impact
both interest and principal payments.

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

HEDGING (DERIVATIVE TRANSACTIONS)

All of the series' policies regarding options discussed below are fundamental,
and may only be changed by a shareholder vote.

In General. Each series has reserved the right, subject to authorization by the
Board of Directors prior to implementation, to engage in certain strategies in
an attempt to hedge the series' portfolios, that is, to reduce the overall level
of risk that normally would be expected to be associated with their investments.
Each series may write covered call options on common stocks; may purchase and
sell (on a secured basis) put options; and may engage in closing transactions
with respect to put and call options. Each series also may purchase forward
foreign currency exchange contracts to hedge currency exchange rate risk. In
addition, each series is authorized to purchase and sell stock index futures
contracts and options on stock index futures contracts. Each series is also
authorized to conduct spot (i.e., cash basis) currency transactions or to use
currency futures contracts and options on futures contracts and foreign
currencies in order to protect against uncertainty in the future levels of
foreign currency exchange rates. These strategies are primarily used for
hedging purposes; nevertheless, there are risks associated with these strategies
as described below.

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

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

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

A series may write only covered call options. A call option is considered to be
covered if the option writer owns the security underlying the call or has an
absolute and immediate right to acquire that security without payment of
additional cash consideration (or for additional cash consideration held in a
separate account) upon conversion or exchange of other securities. A call
option is also considered to be covered if the writer holds on a unit-for-unit
basis a call on the same security as the call written, has the same expiration
date and the exercise price of the call purchased is equal to or less than the
exercise price of the call written or greater than the exercise price of the
call written if the difference is maintained in cash or other liquid securities
in a separate account, and marked-to-market daily. A series will not sell
(uncover) the securities against which options have been written until after the
option period has expired, the option has been exercised or a closing purchase
has been executed.

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

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

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

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

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

A series may also write secured put options and enter into closing purchase
transactions with respect to such options. A series may write secured put
options on national securities exchanges to obtain, through the receipt of
premiums, a greater return than would be realized on the underlying securities
alone. A put option gives the purchaser of the option the right to sell, and
the writer has the obligation to buy, the underlying security at the stated
exercise price during the option period. The secured put writer retains the
risk of loss should the market value of the underlying security decline below
the exercise price of the option. During the option period, the writer of a put
option may be required at any time to make payment of the exercise price against
delivery of the underlying security. The operation of put options in other
respects is substantially identical to that of call options. The Fund will
establish a separate account consisting of liquid assets equal to the amount of
the series assets that could be required to consummate the put options. For
purposes of determining the adequacy of the securities in the account, the
deposited assets will be valued at fair market value. If the value of such
assets declines, additional cash or assets will be placed in the account daily
so that the value of the account will equal the amount of such commitments by
the series.
<PAGE>

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

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

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

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

Risks Factors and Certain Other Factors Relating to Options. Positions in
options on securities may be closed only by a closing transaction, which may be
made only on an exchange which provides a liquid secondary market for such
options. Although a series will write options only when the Advisor believes a
liquid secondary market will exist on an exchange for options of the same
series, there can be no assurance that a liquid secondary market will exist for
any particular security option. If no liquid secondary market exists respecting
an option position held, a series may not be able to close an option position,
which will prevent that series from selling any security position underlying an
option until the option expires and may have an adverse effect on its ability
effectively to hedge its security positions. A secured put option writer who is
unable to effect a closing purchase transaction would continue to bear the risk
of decline in the market price of the underlying security until the option
expires or is exercised. In addition, a secured put writer would be unable to
use the amount held in liquid assets as security for the put option for other
investment purposes until the exercise or expiration of the option.

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

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

If a series writes an over-the-counter ("OTC") option, it will enter into an
arrangement with a primary U.S. government securities dealer, which would
establish a formula price at which the series would have the absolute right to
repurchase that OTC option. This formula price would generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the marked price of the underlying security
("in-the-money"). For an OTC option a series writes, it will treat as illiquid
(for purposes of the 10% net asset limitation on illiquid securities) an amount
of assets used to cover written OTC options, equal to the formula price for the
repurchase of the OTC option less the amount by which the OTC option is
"in-the-money". A series will also treat as illiquid any OTC option held by it.
The Securities and Exchange Commission ("SEC") is evaluating the general issue
of whether or not the OTC options should be considered to be liquid securities,
and the procedure described above could be affected by the outcome of that
evaluation.
<PAGE>

Although the OCC has stated that it believes (based on forecasts provided by the
exchanges on which options are traded), that its facilities are adequate to
handle the volume of reasonably anticipated options transactions, and although
each exchange has advised the OCC that it believes that its facilities will also
be adequate to handle reasonably anticipated volume, there can be no assurance
that higher than anticipated trading activity or order flow or other unforeseen
events might not at times render certain of these facilities inadequate and
thereby result in the institution of special trading procedures or restrictions.

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

Stock Index Futures Contracts and Options on Stock Index Futures Contracts.
Each series, except for Flexible Yield Series I, Flexible Yield Series II and
Flexible Yield Series III of the Fund, may enter into stock index futures
contracts to provide: (1) a hedge for a portion of the series' portfolio; (2) a
cash management tool; (3) as an efficient way to implement either an increase or
decrease in portfolio market exposure in response to changing market conditions.
The series may also use stock index futures as a substitute for comparable
market position in the underlying securities. Although techniques other than
the sale and purchase of stock index futures contracts could be used to adjust
the exposure or hedge the series' portfolio, the series may be able to do so
more efficiently and at a lower cost through the use of stock index futures
contracts.

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

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

Unlike the purchase or sale of an equity security, no price is paid or received
by the series upon the purchase or sale of a stock index futures contract. Upon
entering into a Futures Contract, the series would be required to deposit into a
separate account in the name of the futures broker an amount of cash or liquid
securities known as "initial margin." This amount is required by the rules of
the exchanges and is subject to change. The nature of initial margin in futures
transactions is different from that of margin in security transactions in that
futures margin does not involve the borrowing of funds by the series to finance
the transactions. Rather, initial margin is in the nature of a performance bond
or good faith deposit on the contract that is returned to the series upon
termination of the futures contract, assuming all contractual obligations have
been satisfied.

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

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

Closing out an open stock index futures contract sale or purchase is effected by
entering into an offsetting stock index futures contract purchase or sale,
respectively, for the same aggregate amount of identical securities with the
same delivery date. If the offsetting purchase price is less than the original
sale price, the series realize a gain; if it is more, the series realize a loss.
Conversely, if the offsetting sale price is more than the original purchase
price, the series realize a gain; if it is less, the series realize a loss. The
series must also be able to enter into an offsetting transaction with respect to
a particular stock index futures contract at a particular time. If the series
are not able to enter into an offsetting transaction, the series will continue
to be required to maintain the margin deposits on the stock index futures
contract.
<PAGE>

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

Stock index futures contracts may be closed out only on the exchange or board of
trade where the contracts were initially traded. Although the series intend to
purchase or sell stock index futures contracts only on exchanges or boards of
trade where there appears to be an active market, there is no assurance that a
liquid market on an exchange or board of trade will exist for any particular
time. In such an event, it might not be possible to close a stock index futures
contract, and in the event of adverse price movements, the series would continue
to be required to make daily cash payments of variation margin. However, in the
event stock index futures contracts have been used to hedge portfolio
securities, the series would continue to hold securities subject to the hedge
until the stock index futures contracts could be terminated. In such
circumstances, an increase in the price of the securities, if any, might
partially or completely offset losses on the stock index futures contract.
However, as described below, there is no guarantee that the price of the
securities will, in fact, correlate with price movements in the futures contract
and thus provide an offset to losses on a stock index futures contract.

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

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

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

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

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

Futures on Securities. A futures contract on a security is a binding
contractual commitment which, if held to maturity, will result in an obligation
to make or accept delivery, during a particular month, of securities having a
standardized face value and rate of return. Futures contracts, by law are not
permitted on individual corporate securities and municipal securities but
instead are traded on exempt securities, such as government securities and
broad-based indexes of securities. Accordingly, these futures contracts will
primarily consist of futures based on government securities (i.e., Treasury
Bonds). By purchasing futures on securities, the Fund will legally obligate
itself to accept delivery of the underlying security and pay the agreed price;
by selling futures on securities, it will legally obligate itself to make
delivery of the security against payment of the agreed price. Open futures
positions on securities are valued at the most recent settlement price, unless
such price does not reflect the fair value of the contract, in which case the
positions will be valued by or under the direction of the Board of Directors.

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

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

Forward Foreign Currency Exchange Contracts. Forward foreign currency exchange
contracts involve an obligation to purchase or sell a specified currency at a
future date at a price set at the time of the contract. Forward currency
contracts do not eliminate fluctuations in the values of portfolio securities
but rather allow a series to establish a rate of exchange for a future point in
time. A series may enter into forward foreign currency exchange contracts when
deemed advisable by the Advisor under only two circumstances.

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

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

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

Currency Futures Contracts and Options on Futures Contracts. Each series, is
authorized to purchase and sell currency futures contracts and options thereon.
Currency futures contracts involve entering into contracts for the purchase or
sale for future delivery of foreign currencies. A "sale" of a currency futures
contract (i.e., short) means the acquisition of a contractual obligation to
deliver the foreign currencies called for by the contract at a specified price
on a specified date. A "purchase" of a futures contract (i.e., long) means the
acquisition of a contractual obligation to acquire the foreign currencies called
for by the contract at a specified price on a specified date. These investment
techniques will be used only to hedge against anticipated future changes in
exchange rates which otherwise might either adversely affect the value of
portfolio securities held by the series or adversely affect the prices of
securities which the series intend to purchase at a later date. The loss from
investing in futures transactions is potentially unlimited. To minimize this
risk, such instruments will be used only in connection with permitted
transaction or position hedging and not for speculative purposes. The series
will not enter in a currency futures contract or option thereon, if as a result
thereof, the sum of the amount of initial margin deposits on any such futures
(plus deposits on any other futures contracts and premiums paid in connection
with any options or futures contracts) that do not constitute "bona fide
hedging" under CFTC rules will not exceed 5% of the liquidation value of the
series' total assets after taking into account unrealized profits and losses on
such contracts. In addition, the value of all futures contracts sold will not
exceed the total market value of the series' portfolio. The series will comply
with guidelines established by the SEC with respect to covering of obligations
under future contracts and will set aside cash and/or liquid securities in a
separate account in the amount prescribed.
<PAGE>

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

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

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

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

Foreign Currency Options. Each series is authorized to purchase and write put
and call options on foreign currencies. A call option is a contract whereby the
purchaser, in return for a premium, has the right, but not the obligation, to
buy the currency underlying the option at a specified price during the exercise
period. The writer of the call option, who receives the premium, has the
obligation, upon exercise of the option during the exercise period, to deliver
the underlying currency against payment of the exercise price. A put option is
a similar contract that gives its purchaser, in return for a premium, the right
to sell the underlying currency at a specified price during the term of the
option. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option period, to buy the
underlying currency at the exercise price. The series will use currency options
only to hedge against the risk of fluctuations of foreign exchange rates related
to securities held in its portfolio or which it intends to purchase, and to earn
a high return by receiving a premium for writing options. Options on foreign
currencies are affected by all the factors which influence foreign exchange
rates and investments generally.

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

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

OTHER INVESTMENT POLICIES

Foreign Securities. Each series may invest up to 25% of its assets in foreign
securities which are not publicly traded in the United States. The series'
investments in foreign securities will be of the same types and quality as the
domestic securities in which the series may invest when the anticipated
performance of foreign securities is believed by the Advisor to offer more
potential than domestic alternatives in keeping with the investment goals of the
series. Each series will invest no more than 25% of its assets in securities
issued by any one foreign government. Each series may invest without limit in
equity securities of foreign issuers that are listed on a domestic securities
exchange or are represented by American Depository Receipts that are listed on a
domestic securities exchange or are traded in the United States on the
over-the-counter market. Foreign debt securities may be denominated either in
U.S. dollars or foreign currencies.
<PAGE>

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

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

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

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

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

The seller under a repurchase agreement is required to maintain the value of the
collateral held pursuant to the agreement at not less than 100% of the
repurchase price, and securities subject to repurchase agreements are held by
the series' custodian either directly or through a securities depository.
Default by the seller would, however, expose the series to possible loss because
of adverse market action or delay in connection with the disposition of the
underlying securities. Repurchase agreements are considered to be loans by the
series under the 1940 Act.

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

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

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

Investment in Restricted Securities. Each series may invest in "restricted
securities" subject to the 10% net asset limitation regarding illiquid
securities. Restricted securities are securities which were originally sold in
private placements and which have not been registered under the Securities Act
of 1933, as amended (the "1933 Act"). Such securities generally have been
considered illiquid because they may be resold only subject to statutory
restrictions and delays or if registered under the 1933 Act. The SEC adopted
Rule 144A to provide for a safe harbor exemption from the registration
requirements of the 1933 Act for resales of restricted securities to "qualified
institutional buyers." The result has been the development of a more liquid and
efficient institutional resale market for restricted securities. Rule 144A
securities may be liquid if properly determined by the Board of Directors.

<PAGE>
Management of Realization Events (Tax Managed Series). The Tax Managed Series
portfolio will be actively managed to minimize both the number and amount of
realization events. The following methods are used:

Specific Identification of Security Shares Sold - Federal income tax law allows
the series to specify which shares of stock the series will treat as being sold.
The series will individually analyze which shares to sell. The following
example will further explain the technique:

During year 1, the series purchases 100 shares of XYZ Corp on two separate
occasions. The first purchase of 100 shares cost $10/share and the second
purchase of 100 shares cost $12.50/share. In year 2, the series decides to sell
100 shares of XYZ Corp at $15/share. If the series used a First-in, First-out
(FIFO) method, the realized gain would be $500, but since the series analyzes
each sale, the shares with a cost of $12.50/share would have been sold,
resulting in a realized gain of only $250. This would have resulted in a
deferral of tax of $99 using a marginal tax rate of 39.6%.

Deferring amount of gain (or accelerating loss) realized on each sale is
maximized by the use of the Highest-In, First-Out (HIFO) method of identifying
which shares to sell. The expectation is that any capital gain is minimized (or
capital loss is maximized) since the difference between the proceeds on the sale
of the shares and the cost of those shares is also minimized. However, if the
series has a loss to offset, low-cost securities may be sold for profit and may
also then be reacquired in order to step up the basis in those securities.
There will be times when it will be more advantageous for the series to identify
shares without the highest cost. This may occur, for example, when shares with
the highest cost result in the realization of short-term capital gains while
shares with a lower cost result in a long-term gain. Since short-term capital
gains are generally subject to higher rates of tax, the lower cost may be
chosen due to the tax benefits of the lower tax rate.

Management of Dividend Distributions (Tax Managed Series). The Tax Managed
Series will minimize dividend distributions to the extent permitted to maintain
regulated investment company status under the Code. The following methods are
used:

Equalization Accounting - Under current law, the series intends, for tax
purposes, to treat as a distribution of investment company taxable income or net
capital gain the portion of redemption proceeds paid to redeeming shareholders
that represents the redeeming shareholders portion of the series undistributed
investment company taxable income and net capital gain. This practice will have
the effect of reducing the amount of income and gains that the series is
required to distribute as dividends to shareholders in order for the series to
avoid federal income and excise tax. This practice may also reduce the amount
of distributions required to be made to non-redeeming shareholders and defer the
recognition of taxable income by such shareholders. However, since the amount
of any undistributed income will be reflected in the value of the series
shares, the total return on a shareholder's investment will not be reduced as a
result of the series distribution policy. Under the Code, equalization
payments may be used in lieu of dividend distributions of either ordinary
taxable income or net capital gains. The series will designate equalization
payments as being made in lieu of ordinary taxable dividends before net capital
gains. The series' use of equalization accounting will not affect the tax
treatment of shareholders that redeem their shares with respect to such
redemptions.
<PAGE>

Deliberate Minimization of Cash Dividends - The series will minimize the amount
it distributes as ordinary income dividends. It may not, therefore, distribute
all investment company taxable income or ordinary income. It will, however,
distribute dividends sufficient to maintain its status as a regulated investment
company. In addition, the series may retain income for excise tax purposes (and
then incur excise tax) if it anticipates such retention will enhance
shareholders after-tax total returns.

INVESTMENT RESTRICTIONS

Each series has adopted certain restrictions set forth below as fundamental
policies, which may not be changed without the favorable vote of the holders of
a "majority" of the Fund's outstanding voting securities, which means a vote of
the holders of the lesser of (i) 67% of the shares represented at a meeting at
which more than 50% of the outstanding shares are represented or (ii) more than
50% of the outstanding shares.

None of the series may:

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

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

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

4. Invest more than 10% of its total net assets in securities of issuers
that are restricted from being sold to the public without registration under the
Securities Act of 1933 and illiquid securities, including repurchase agreements
with maturities of greater than seven days;

5. Purchase shares of closed-end investment companies that are traded on
national exchanges, except to the extent permitted by applicable law;

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

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

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

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

10. Buy or sell commodities or commodity contracts (the Tax Managed Series
also expressly provides that forward foreign currency contracts are not
considered commodities or commodity contracts for purposes of this restriction)
or real estate or interest in real estate, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate. The Blended Asset Series I, Blended Asset Series
II, Flexible Yield Series I, Flexible Yield Series II, Flexible Yield Series
III, Defensive Series, and the Maximum Horizon Series may not buy or sell
commodities or commodity contracts, provided that the series may enter into all
types of futures and forward contracts on currency, securities, economic and
other indices and may purchase and sell options on such futures contracts, or
buy or sell real estate or interests in real estate, although it may purchase
and sell securities which are secured by real estate and securities of companies
which invest or deal in real estate.

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

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

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

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

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

16. Invest more than 5% of the value of its total net assets in warrants
(except for the Flexible Yield Series I, Flexible Yield Series II, and the
Flexible Yield Series III). Included within that amount, but not to exceed 2%
of the value of the series' net assets, may be warrants which are not listed on
the New York or American Stock Exchange.

In addition to the foregoing:

17. The Defensive Series, the Maximum Horizon Series and the Tax Managed
Series may not invest assets in securities of any other open-end investment
company, except (1) by purchase in the open market involving only customary
brokers' commissions, (2) in connection with mergers, acquisitions of assets, or
consolidation, or (3) as otherwise permitted by law, including the 1940 Act.
<PAGE>

18. Under the Investment Company Act of 1940 and the rules and regulations
thereunder, each series is prohibited from acquiring the securities of other
investment companies if, as a result of such acquisition, such series owns more
than 3% of the total voting stock of the company; securities issued by any one
investment company represent more than 5% of its total assets; or securities
(other than treasury stock) issued by all investment companies represent more
than 10% of the total assets of a series. A series' purchase of such investment
companies would indirectly bear a proportionate share of the operating expenses
of such investment companies, including advisory fees. None of the series,
except the Defensive Series, the Maximum Horizon Series and the Tax Managed
Series, will purchase or retain securities issued by open-end investment
companies (other than money market funds for temporary investment).

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

20. The Fund will not purchase or retain securities of an issuer if an officer
or director of such issuer is an officer or director of the Fund or its
investment adviser and one or more of such officers or directors of the Fund or
its investment adviser owns beneficially more than 1/2% of the shares or
securities of such issuer and all such directors and officers owning more than
1/2% of such shares or securities together own more than 5% of such shares or
securities.

21. The Fund will not purchase securities of any company which has (with
predecessors) a record of less than three years continuous operation if as a
result more than 5% of the series assets would be invested in securities of
such companies.

PORTFOLIO TURNOVER

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

THE FUND

The Fund is an open-end management investment company incorporated under the
laws of the State of Maryland on July 26, 1984. Prior to February 1998, the
Fund was named Manning & Napier Fund, Inc. The Board of Directors may, at its
own discretion, create additional series of shares, each of which would have
separate assets and liabilities.

Each share of a series represents an identical interest in the investment
portfolio of that series and has the same rights, except that (i) each class of
shares bears those distribution fees, service fees and administrative expenses
applicable to the respective class of shares as a result of its sales
arrangements, which will cause the different classes of shares to have different
expense ratios and to pay different rates of dividends, (ii) each class has
exclusive voting rights with respect to those provisions of the series' Rule
12b-1 distribution plan which relate only to such class and (iii) the classes
have different exchange privileges. As a result of each class' differing Rule
12b-1 distribution and shareholder services plan, shares of different classes of
the same series may have different net asset values per share.

The Fund does not expect to hold annual meetings of shareholders but special
meetings of shareholders may be held under certain circumstances. Shareholders
of the Fund retain the right, under certain circumstances, to request that a
meeting of shareholders be held for the purpose of considering the removal of a
Director from office, and if such a request is made, the Fund will assist with
shareholder communications in connection with the meeting. The shares of the
Fund have equal rights with regard to voting, redemption and liquidations. The
Fund's shareholders will vote in the aggregate and not by series or Class except
as otherwise expressly required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a series or a Class. Income, direct liabilities and direct operating
expenses of a series will be allocated directly to the series, and general
liabilities and expenses of the Fund will be allocated among the series in
proportion to the total net assets of the series by the Board of Directors. The
holders of shares have no preemptive or conversion rights. Shares when issued
are fully paid and non-assessable and do not have cumulative voting rights.

<PAGE>
MANAGEMENT

The overall business and affairs of the Fund are managed by the Fund's Board of
Directors. The Board approves all significant agreements between the Fund and
persons or companies furnishing services to the Fund, including the Fund's
agreements with its investment advisor, custodian and distributor. The
day-to-day operations of the Fund are delegated to the Fund's officers and to
the Advisor. A committee made up of investment professionals and analysts makes
all the investment decisions for the Fund.

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

Name, address, Position Principal occupations
date of birth with Fund During past five years
<S> <C> <C>
B. Reuben Auspitz*
1100 Chase Square Vice Executive Vice President, Manning
Rochester, NY 14604 President & & Napier Advisors, Inc. since 1983;
03/18/47 Director President and Director, Manning &
Napier Investor Services, Inc. since
1990; Director, Chairman and
Treasurer, Manning & Napier Advisory
Advantage Corporation since 1990;
Director, Manning & Napier Leveraged
Investing Co., Inc. since 1994;
Director and Chairman, Exeter Trust
Co. since 1994; Member, Qualified
Plan Services, L.L.C. (formerly known
as Fiduciary Services, L.L.C.) since
1995; Member, Manning & Napier Associates,
.L.C. since 1995; Member Manning & Napier
Capital Co., L.L.C. since 1995; President
and Director, Manning & Napier Insurance
Fund, Inc. since 1995; Managing Director,
Manning & Napier Advisors, Inc. from
1983 - 1992

Martin Birmingham Director Trustee, The Freedom Forum, since 1980;
21 Brookwood Road Director, Emeritus, ACC Corporation
Pittsford, NY 14534 since 1994; Director, Manning & Napier
10/30/21 Insurance Fund, Inc. since 1995

Harris H. Rusitzky Director President, Blimpie of Central New York
One Grove Street and The Greening Group since 1994;
Pittsford, NY 14534 Director, Manning & Napier Insurance
01/09/35 Fund, Inc. since 1995

Peter L. Faber Director Former Partner, Kaye, Scholer, Fierman,
50 Rockefeller Plaza Hays & Handler from 1984-1995; Partner
New York, New York 10020-1605 McDermott, Will & Emery since 1995;
04/29/38 Director, Manning & Napier Insurance
Fund, Inc. since 1995

Stephen B. Ashley Director Chairman and Chief Executive Officer,
600 Powers Building The Ashley Group since 1975;
16 West Main Street Director, Genesee Corp. since
Rochester, New York 14614 1987; Director, Hahn Automotive since
03/22/40 1994; Director, Fannie Mae since 1995;
Director, Manning & Napier Insurance
Fund, Inc. since 1996

William Manning President President, Director and co-founder,
1100 Chase Square Manning & Napier Advisors, Inc. since
Rochester, NY 14604 1970; President, Director,
12/24/36 Founder & CEO, Manning Ventures, Inc.
since 1992; President, Director,
Founder & CEO, KSDS, Inc. since 1992;
Chairman of the Board, Director, CEO,
Kent Displays, Inc. since 1992;
President, Director,Founder & CEO,
Synmatix Corporation since 1993;
President, Director, Founder & CEO,
Manning Leasing, Inc.(dba Williams
International Air, Inc.)since 1994;
President and Treasurer, Manning &
Napier Leveraged Investing Company, Inc.
since 1994; Member, Manning & Napier
Capital Co., L.L.C. since 1994; Member,
Qualified Plan Services, L.L.C
(formerly known as Fiduciary Services,
L.L.C.) since 1995; Member, Manning &
Napier Associates, L.L.C. since 1995;
Director, CEO, President and Founder,
Burgandy Car Service, Inc. 1996 to 1997;
Director, CEO President and Founder, BCS
Leasing, Inc. since 1996

Beth H. Galusha, CPA Chief Chief Financial Officer, Manning &
1100 Chase Square Financial & Napier Advisors, Inc. since 1987;
Rochester, NY 14604 Accounting Treasurer, Manning & Napier Investor
06/23/61 Officer, Services, Inc. since 1990; Director,
Treasurer Manning & Napier Advisory Advantage
Corporation since 1993; Treasurer,
Exeter Trust Company since 1997;
Chief Financial & Accounting Officer,
Treasurer, Manning & Napier Insurance
Fund, Inc. since 1997

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

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

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

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

COMPENSATION TABLE FOR FISCAL YEAR ENDED OCTOBER 31, 1998

Name Position Aggregate Pension Est. Annual Total
from Registrant Compensation Benefits upon Compensation
Retirement from Registrant
<S> <C> <C> <C> <C> <C>

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

Martin . . Director $25,000 N/A N/A $25,000
Birmingham

Harris H.. Director $25,500 N/A N/A $25,500
Rusitzky

Peter L. . Director $25,000 N/A N/A $25,000
Faber

Stephen B. Director $25,500 N/A N/A $25,500
Ashley

</TABLE>

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

<PAGE>
The following persons were known by the Fund to be owner of record 5% or more of
the outstanding voting securities of each series on December 1, 1998.

NAME AND ADDRESS OF HOLDER OF RECORD PERCENTAGE OF SERIES

BLENDED ASSET SERIES I

National Financial Services Corp. 16.46%
FBO Customers
200 Liberty Street
New York, NY 10281-1003

American Express Trustee for 12.89%
Morton Mease Health Care Trust
1200 Northstar West
Minneapolis, MN 55440-0534

Exeter Trust Co. 10.55%
FBO Welch Foods, Inc.
P.O. Box 41178
Rochester, NY 14604

BLENDED ASSET SERIES II

National Financial Services Corp. 18.66%
FBO Customers
200 Liberty Street
New York, NY 10281-1003

FLEXIBLE YIELD SERIES I

Machined Products Co. 18.94%
c/o Kathleen Saul
P.O. Box 10428
Lancaster, PA 17605

Mark A. Kronenberg 17.66%
7814 NewCo Drive
Hamlin, NY 14464

Manning & Napier Advisors, Inc. 12.03%
1100 Chase Square
Rochester, NY 14604

Berniece I. Gosnell 7.61%
c/o Dawn Hilsinger
319 Dearcop Drive
Rochester, NY 14624

John G. Napier 7.54%
33 Beard Avenue
Buffalo, NY 14214

<PAGE>
FLEXIBLE YIELD SERIES II

Manning & Napier Advisors, Inc. 23.91%
1100 Chase Square
Rochester, NY 14604

Charles E. Lucas IRA Rollover 15.23%
9 Southland Avenue
Lakewood, NY 14750

Patrick S. Bagliore IRA Rollover 13.07%
276 Oakdale Drive
Webster, NY 14580

Penfield Fire Company 6.70%
1838 Penfield Road
Penfield, NY 14526

Jerry J. Vasicek IRA Rollover 6.65%
65 Coventry Road
Endicott, NY 13760
R. Sheldon and Marie E. Starr JTWROS 6.49%
798 Starr Avenue
Chambersburg, PA 17201

June Dahlin & Richard Dahlin JTWROS 5.05%
1425 2nd Avenue
Chula Vista, CA 91911

FLEXIBLE YIELD SERIES III

Murata Electronics P/S Retirement 23.59%
c/o Mr. Howard Whitehead
2200 Lake Park Drive
Smyrna, GA 30080

Machined Products Co. 401(k) 9.01%
c/o Kathleen Saul
P.O. Box 10428
Lancaster, PA 17605

Manning & Napier Advisors, Inc. 7.89%
1100 Chase Square
Rochester, NY 14604

Snyder Tank Corporation 6.05%
Savings & Security Plan
3774 Lakeshore Road
Buffalo, NY 14219

<PAGE>

TAX MANAGED SERIES

Manning & Napier Advisors, Inc. 24.06%
1100 Chase Square
Rochester, NY 14604

WBLK Broadcasting Corporation 17.91%
5571 Stricker Road
Clarence, NY 14031

Kay B. Sharp Bypass Trust 13.41%
David P. Evans, Trustee
2732 Seneca Street
P.O. Box 527
West Seneca, NY 14224

Reuben A. Sheares 12.89%
762 Greenhurst Drive
Westerville, OH 43082

DEFENSIVE SERIES

National Financial Services Corp. 34.52%
FBO Customers
200 Liberty Street
New York, NY 10281-1003

Plumbers Local 55 Benevolent Fund 10.89%
c/o James F. Sullivan
980 Keynote Circle
Brooklyn Heights, OH 44131

Plumbers Local 55 S.U.B. Fund 6.90%
c/o James F. Sullivan
980 Keynote Circle
Brooklyn Heights, OH 44131

Manning & Napier Advisors, Inc. 6.58%
1100 Chase Square
Rochester, NY 14604

MAXIMUM HORIZON SERIES

National Financial Service Corp. 67.27%
FBO Customers
200 Liberty Street
New York, NY 10281-1003

<PAGE>

THE ADVISOR

The Advisor, Exeter Asset Management, which is a division of Manning & Napier
Advisors, Inc. ( MNA ), acts as the Fund's investment advisor. Mr. William
Manning controls the Advisor by virtue of his ownership of the securities of
MNA. The Advisor also is generally responsible for supervision of the overall
business affairs of the Fund including supervision of service providers to the
Fund and direction of the Advisor's directors, officers or employees who may be
elected as officers of the Fund to serve as such.

The Fund pays the Advisor for the services performed a fee at the annual rate
of: 1.00% of the Fund's daily net assets for the Maximum Horizon Series, Tax
Managed Series, Blended Asset Series I, and Blended Asset Series II; 0.80% for
the Defensive Series; 0.35% for the Flexible Yield Series I; 0.45% for the
Flexible Yield Series II; and 0.50% for the Flexible Yield Series III. As
described below, the Advisor is separately compensated for acting as transfer
agent for the series.

Under the Investment Advisory Agreement (the "Agreement") between the Fund and
the Advisor, the Fund is responsible for its operating expenses, including: (i)
interest and taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv)
compensation and expenses of its Directors other than those affiliated with the
Advisor; (v) legal and audit expenses; (vi) fees and expenses of the Fund's
custodian, and accounting services agent, if obtained for the Fund from an
entity other than the Advisor; (vii) expenses incidental to the issuance of its
shares, including issuance on the payment of, or reinvestment of, dividends and
capital gain distributions; (viii) fees and expenses incidental to the
registration under federal or state securities laws of the Fund or its shares;
(ix) expenses of preparing, printing and mailing reports and notices and proxy
material to shareholders of the Fund; (x) all other expenses incidental to
holding meetings of the Fund's shareholders; (xi) dues or assessments of or
contributions to the Investment Company Institute or any successor; and (xii)
such non-recurring expenses as may arise, including litigation affecting the
Fund and the legal obligations with respect to which the Fund may have to
indemnify its officers and directors.

<PAGE>

For periods ended October 31, (unless otherwise indicated), the aggregate total
of advisory fees paid by the series to the Advisor were as follows:

Series 1996 1997 1998
------------- ----------- ------------
Fees Fees Fees Fees Fees Fees
Paid Waived Paid Waived Paid Waived
<S> <C> <C> <C> <C> <C> <C>
Blended
Asset
Series I. . $ 108,485 (1) $ 13,439(1) $192,773 $8,448 $274,475 $ 7,453
------------- ----------- --------- ------ --------- -------
Blended
Asset
Series II . $ 222,302 (1) $ 3,528 (1) $422,101 N/A $633,708 N/A
------------- ----------- --------- ------ --------- -------

Flexible
Yield
Series I . N/A $ 1,057 (1) N/A $2,189 N/A $ 2,058
------------ ----------- --------- ------- -------- -------

Flexible
Yield
Series II. N/A $ 1,688 (1) N/A $2,897 N/A $ 2,639
------------- ----------- --------- ------- -------- -------

Flexible
Yield
Series III N/A $ 4,454 (1) N/A $6,249 N/A $ 7,221
---- ----------- -------- ------- -------- -------

Tax
Managed
Series N/A $ 1,867 (2) N/A $3,368 N/A $ 7,011
---- ----------- -------- ------- -------- -------

Defensive
Series N/A $ 3,940 (2) N/A $11,283 $2,742 $27,614
------------- ----------- --------- -------- -------- -------

Maximum
Horizon
Series N/A $ 4,377 (2) 36,471 $19,683 $137,521 $19,276
- ------------- ---------- ----------- --------- -------- -------- -------

</TABLE>

(1) For the period January 1, 1996 to October 31, 1996.
(2) For the period November 1, 1995 (Commencement of Operations) to October
31, 1996.

The Agreement provides that in the event the expenses of the Fund (including the
fee of the Advisor but excluding: (i)brokerage commissions; (ii) interest; (iii)
taxes; and (iv) extraordinary expenses except for those incurred by the Fund as
a result of litigation in connection with a suit involving a claim for recovery
by the Fund, or as a result of litigation involving a defense against a
liability asserted against the Fund, provided that, if the adviser made the
decision or took the action which resulted in such claim the adviser acted in
good faith without gross negligence or misconduct, and for any indemnification
paid by the Fund to its officers, directors and advisers in accordance with
applicable state and federal laws as a result of such litigation) for any fiscal
year exceed the limits set by applicable regulations of state securities
commissions, the Advisor will reduce its fee by the amount of such excess. Any
such reductions or refunds are accrued and paid in the same manner as the
Advisor's fee and are subject to readjustment during the year.

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

<PAGE>

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

On April 30, 1993, the Advisor became the Fund's Transfer Agent. For servicing
the Tax Managed Series, Defensive Series, Maximum Horizon Series, Blended Asset
Series I, Blended Asset Series II, Flexible Yield Series I, Flexible Yield
Series II, and the Flexible Yield Series III, in this capacity, for the fiscal
years ended October 31, 1997 and 1998, the Advisor received $17,331 and $27,446
from the Fund.

DISTRIBUTION OF FUND SHARES

Manning & Napier Investor Services, Inc. (the Distributor ) acts as Distributor
of the Fund shares and is located at the same address as the Advisor and the
Fund. The Distributor and the Fund are parties to a distribution agreement dated
September 25, 1997 (the Distribution Agreement ) which applies to each Class of
shares.

The Distribution Agreement will remain in effect for a period of two years after
the effective date of the agreement and is renewable annually. The Distribution
Agreement may be terminated by the Distributor, by a majority vote of the
Directors who are not interested persons and have no financial interest in the
Distribution Agreement ( Qualified Directors ) or by a majority of the
outstanding shares of the Fund upon not more than 60 days' written notice by
either party or upon assignment by the Distributor. The Distributor will not
receive compensation for distribution of Class A shares of the Portfolio. The
Fund has adopted Plans of Distribution with respect to the Class B, C, D and E
Shares (the Plans ), pursuant to Rule 12b-1 under the 1940 Act. The Advisor may
impose separate requirements in connection with employee purchases of the Class
A Shares of the series.

The Plans

The Fund has adopted each Plan in accordance with the provisions of Rule 12b-1
under the 1940 Act which regulates circumstances under which an investment
company may directly or indirectly bear expenses relating to the distribution of
its shares. Continuance of each Plan must be approved annually by a majority of
the Directors of the Fund and by a majority of the Qualified Directors. Each
Plan requires that quarterly written reports of amounts spent under the Plan and
the purposes of such expenditures be furnished to and reviewed by the Directors.
A Plan may not be amended to increase materially the amount which may be spent
thereunder without approval by a majority of the outstanding shares of the
respective class of the Fund. All material amendments of a Plan will require
approval by a majority of the Directors of the Fund and of the Qualified
Directors.
<PAGE>

The Distributor expects to allocate most of its fee to investment dealers, banks
or financial service firms that provide distribution, administrative and/or
shareholder services ("Financial Intermediaries"). The Financial Intermediaries
may provide for their customers or clients certain services or assistance, which
may include, but not be limited to, processing purchase and redemption
transactions, establishing and maintaining shareholder accounts regarding the
Fund, and such other services as may be agreed to from time to time and as may
be permitted by applicable statute, rule or regulation. The Distributor may, in
its discretion, voluntarily waive from time to time all or any portion of its
distribution fee and the Distributor is free to make additional payments out of
its own assets to promote the sale of Fund shares.

<PAGE>
The Distributor receives distribution and/or service fees, at the rates set
forth below, for providing distribution and/or shareholder services to the Class
B, C, D and E Shares. The Distributor expects to allocate most of its
distribution fees and shareholder service fees to Financial Intermediaries that
enter into shareholder servicing agreements ("Servicing Agreements") with the
Distributor. The different Classes permit the Fund to allocate an appropriate
amount of fees to a Financial Intermediary in accordance with the level of
distribution and/or shareholder services it agrees to provide.

As compensation for providing distribution and shareholders services for the
Class B Shares, the Distributor receives a distribution fee equal to 0.75% of
the Class B Shares' average daily net assets and a shareholder servicing fee
equal to 0.25% of the Class B Shares' average daily net assets. As compensation
for providing distribution and shareholder services for the Class C Shares, the
Distributor receives an aggregate distribution and shareholder servicing fee
equal to 0.75% of the Class C Shares' average daily net assets. As compensation
for providing distribution and shareholders service for the Class D Shares, the
Distributor receives an aggregate distribution and shareholder servicing fee
equal to 0.50% of the Class D Shares' average daily net assets. The shareholder
services component of the foregoing fees for Classes C and D is limited to 0.25%
of the average daily net assets of the respective class. As compensation for
providing distribution services for the Class E Shares, the Distributor receives
an aggregate distribution and shareholder servicing fee equal to 0.25% of the
average daily net assets of the Class E Shares. The Distributor may, in its
discretion, voluntarily waive from time to time all or any portion of its
distribution fee.

Payments under the Plans are made as described above regardless of the
Distributor's actual cost of providing distribution services and may be used to
pay the Distributor's overhead expenses. If the cost of providing distribution
services to the Fund is less than the payments received, the unexpended portion
of the distribution fees may be retained as profit by the Distributor. The
Distributor may from time to time and from its own resources pay or allow
additional discounts or promotional incentives in the form of cash or other
compensation (including merchandise or travel) to Financial Intermediaries and
it is free to make additional payments out of its own assets to promote the sale
of Fund shares. Similarly, the Advisor may, from its own resources, defray or
absorb costs related to distribution, including compensation of employees who
are involved in distribution.

Class B, C, D and E shares were not offered prior to the end of the series
respective fiscal year ends and therefore the Distributor received no
compensation from the series for such periods.

<PAGE>

CUSTODIAN AND INDEPENDENT ACCOUNTANT

The custodian for the Fund is Boston Safe Deposit and Trust Company, One Cabot
Road, 3rd Floor, Medford, MA 02155-5159. Boston Safe Deposit and Trust Company
may, at its own expense, employ one or more sub-custodians on behalf of the
Fund, provided that Boston Safe Deposit and Trust Company shall remain liable
for all its duties as custodian. The foreign sub-custodians will act as
custodian for the foreign securities held by the fund. Deloitte & Touche LLP,
125 Summer Street, Boston, MA 02110 are the independent accountants for the
series.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

<PAGE>

For years ended October 31, (unless otherwise indicated), the aggregate total
brokerage commissions paid by the series were as follows:
<TABLE>
<CAPTION>

Series 1996 1997 1998

Blended Asset Series I. . $13,656(1) $14,935 $36,215
---------- ------- -------

Blended Asset Series II . $36,256(1) $48,030 $92,719
---------- ------- -------

Flexible Yield Series I . $ 0 $ 0 $ 0
---------- ------- -------

Flexible Yield Series II. $ 0 $ 0 $ 0
---------- ------- -------

Flexible Yield Series III $ 0 $ 0 $ 0
---------- ------- -------

Tax Managed Series. . . . $ 837(2) $ 883 $ 2,673
---------- ------- -------

Defensive Series. . . . . $ 335(2) $ 570 $ 2,118
---------- ------- -------

Maximum Horizon Series. . $ 2,753(2) $20,570 $43,998
- ------------------------- ---------- ------- -------

</TABLE>

(1) For the period January 1, 1996 to October 31, 1996.
(2) For the period November 1, 1995 (Commencement of Operations) to October 31,
1996.

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

NET ASSET VALUE

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

<PAGE>
PURCHASES, EXCHANGES AND REDEMPTIONS OF SHARES

Purchases and redemptions of shares of the series may be made on any day the New
York Stock Exchange is open for trading.

Purchases. The minimum initial investment in each class of the series is $2,000
and subsequent purchases must be at least $100. The minimum initial investment
is waived for participants in the Automatic Investment Plan (see "Automatic
Investment Plan" below) and for shareholders who purchase shares through
Financial Intermediaries that provide sub-accounting services to the Fund. The
Distributor reserves the right to waive these minimum initial or subsequent
investment requirements in its sole discretion. The Distributor has the right
to refuse any order.

A purchase order will be effective as of the day received by the Distributor,
Transfer Agent, or its agents, if the order is received before the time that the
Fund calculates net asset values (normally, 4:00 p.m. Eastern time) by the
Distributor, Transfer Agent, or its agents. Payment may be made by check or
readily available funds. The purchase price of shares of each class of the
series is the net asset value next determined after a purchase order is
effective.

The shares of the series may be purchased in exchange for securities to be
included in the series, subject to the Advisor's determination that these
securities are acceptable. Securities accepted in an exchange will be valued at
market value. All accrued interest and purchase or other rights which are
reflected in the market price of accepted securities at the time of valuation
become the property of the series and must be delivered by the shareholder to
the series upon receipt from the issuer.

The Advisor will not accept securities in exchange for shares of a series unless
(1) such securities are appropriate in the series at the time of the exchange;
(2) the shareholder represents and agrees that all securities offered to the
series are not subject to any restrictions upon their sale by the series under
the Securities Act of 1933, or otherwise; and (3) prices are available from an
independent pricing service approved by the Fund's Board of Directors.

Automatic Investment Plan. Shareholders may purchase shares regularly through
the Automatic Investment Plan with a pre-authorized draft drawn on a checking
account. Under this plan, the shareholder may elect to have a specified amount
invested on a regular schedule. The minimum amount of each automatic investment
is $25. The amount specified by the shareholder will be withdrawn from the
shareholder's bank account using the pre-authorized draft. This amount will be
invested at the applicable share price determined on the date the amount is
available for investment. Participation in the Automatic Investment Plan may be
discontinued either by the Fund or the shareholder upon 30 days' prior written
notice to the other party. A shareholder who wishes to enroll in the Automatic
Investment Plan may do so by completing the applicable section of the Account
Application Form or contacting the Fund for an Automatic Investment Plan Form.

<PAGE>
Exchanges between Series. As permitted pursuant to any rule, regulation or
order promulgated by the Securities and Exchange Commission, some or all of the
shares of a Class in an account for which payment has been received by the Fund
may be exchanged for shares of the same Class of any of the other series of the
Exeter Fund, Inc. that offer that Class at the net asset value next determined
after an exchange order is effective. Shareholders may effect up to 4
exchanges in a 12-month period without charge. Subsequent exchanges are subject
to a fee of $15. Exchanges will be made after instructions in writing or by
telephone are received by the Transfer Agent in proper form (i.e., if in writing
- - signed by the record owner(s) exactly as the shares are registered; if by
telephone - proper account identification is given by the shareholder) and each
exchange must involve either shares having an aggregate value of at least $1,000
or all the shares in the account. A shareholder must have received, and should
read carefully, the prospectus of the other series and consider the differences
in goals and policies before making any exchange. The exchange privilege may
not be available in all states. For federal and state income tax purposes, an
exchange is treated as a sale of the shares exchanged, and therefore an exchange
could result in a gain or loss to the shareholder making the exchange. The
series may modify or terminate this exchange offer upon 60 days' notice to
shareholders subject to applicable law.

Redemptions. If a shareholder desires to redeem his shares at their net asset
value, the shareholder must send a written request for redemption in "good
order" to the Transfer Agent. "Good order" generally means that the written
request for redemption is endorsed by the record owner(s) exactly as the shares
are registered and the signature(s) are guaranteed by an "eligible guarantor
institution" as that term is defined under Rule 17Ad-15(a)(2) under the
Securities Exchange Act of 1934. Currently, such procedures generally permit
guarantees by a commercial bank or trust company, a member bank of the Federal
Reserve System, or a member firm of a national securities exchange. Redemption
requirements for corporations, other organizations, trusts, fiduciaries, and
retirement plans may require additional documentation. Please contact the
Transfer Agent at 1-800-466-3863 for more information. The Transfer Agent may
make certain de minimis exceptions to the above requirements for redemption.

Within three days after receipt of a redemption request by the Transfer Agent in
"good order", the series will make payment in cash, except as described below,
of the net asset value of the shares next determined after such redemption
request was received, except during any period in which the right of redemption
is suspended or date of payment is postponed because the New York Stock Exchange
is closed or trading on such Exchange is restricted or to the extent otherwise
permitted by the 1940 Act if an emergency exists. For shares purchased, or
received in exchange for shares purchased, by check (including certified checks
or cashier's checks) or through the Automatic Investment Plan, payment of
redemption proceeds may be delayed up to 15 days from the purchase date in an
effort to assure that such check or draft has cleared.

Subject to the series' compliance with applicable regulations, each series has
reserved the right to pay the redemption price either totally or partially by a
distribution in-kind of securities (instead of cash) from the series' portfolio.
The securities distributed in such a distribution would be valued at the same
amount as that assigned to them in calculating the net asset value for the
shares being sold. If a shareholder received a distribution in-kind, he could
incur brokerage or transaction charges when converting the securities to cash.
The Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act
as a result of which the Fund is obligated to redeem shares, with respect to any
one shareholder during any 90-day period, solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of the
period. Should redemptions by any shareholder exceed such limitation, the Fund
will have the option of redeeming the excess in cash or in kind. If shares are
redeemed in kind, the redeeming shareholder might incur brokerage costs in
converting the assets into cash.

<PAGE>
Payment for shares redeemed. Payment for shares presented for redemption may be
delayed more than three days only for (1) any period (A) during which the New
York Stock Exchange is closed other than customary week-end and holiday closings
or (B) during which trading on the New York Stock Exchange is restricted; (2)
for any period during which an emergency exists as a result of which (A)
disposal by the Fund of securities owned by it is not reasonably practicable or
(B) it is not reasonably practicable for the Fund to determine the value of its
net assets; or (3) for such other periods as the Securities and Exchange
Commission may by order permit.

Other Information about Purchases and Redemptions. The Fund has authorized
several brokers to accept purchase and redemption orders on its behalf, and
these brokers are authorized to designate other intermediaries to accept
purchase and redemption orders on the Fund's behalf. The Fund will be deemed to
have received a purchase or redemption order when an authorized broker or its
authorized designee accepts the order, and orders placed with an authorized
broker will be processed at the share price of the appropriate series next
computed after they are accepted by the authorized broker or its designee.

Due to the relatively high cost of maintaining small accounts, the series
reserve the right to redeem shares in any account for their then-current value
(which will be promptly paid to the shareholder) if at any time the total
investment in such account drops below $1,000 because of redemptions (but not
due to changes in net asset value). Shareholders will be notified that the
value of their account is less than the minimum investment requirement and
allowed 60 days to make an additional investment before the redemption is
processed.

FEDERAL TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

The following is only a summary of certain tax considerations generally
affecting a series and its shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
tax liabilities.

The following discussion of certain federal income tax consequences is based on
the Code, and the regulations issued thereunder as in effect on the date of this
Statement of Additional Information. New legislation, certain administrative
changes, or court decisions may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions
contemplated herein.

It is the policy of each of the series to qualify for the favorable tax
treatment accorded regulated investment companies under Subchapter M of the
Code. By following such policy, each of the series expects to be relieved of
federal income tax on investment company taxable income and net capital gain
(the excess of net long-term capital gain over net short-term capital loss)
distributed to shareholders.
<PAGE>

In order to qualify as a regulated investment company each series must, among
other things, (1) derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income (including gains from options, futures or forward contracts) derived with
respect to its business of investing in stock, securities or currencies; and (2)
diversify its holdings so that at the end of each quarter of each taxable year
(i) at least 50% of the market value of the series total assets is represented
by cash or cash items, U.S. government securities, securities of other regulated
investment companies, and other securities limited, in respect of any one
issuer, to a value not greater than 5% of the value of the series total assets
and 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of its assets is invested in the securities of any one
issuer (other than U.S. government securities or securities of any other
regulated investment company) or of two or more issuers that the series controls
and that are engaged in the same, similar, or related trades or businesses.
These requirements may restrict the degree to which the series may engage in
certain hedging transactions and may limit the range of the series investments.
If a series qualifies as a regulated investment company, it will not be subject
to federal income tax on the part of its net investment income and net realized
capital gains, if any, which it distributes each year to the shareholders,
provided the series distributes at least (a) 90% of its investment company
taxable income (generally, net investment income plus the excess, if any, of
net short-term capital gain over net long-term capital loss) and (b) 90% of its
net exempt interest income (the excess of (i) its tax-exempt interest income
over (ii) certain deductions attributable to that income).

If for any taxable year, a series does not qualify as a regulated investment
company under Sub-chapter M of the Code, all of its taxable income will be
subject to tax at regular corporate tax rates without any deduction for
distributions to shareholders and all such distributions will be taxable to
shareholders as ordinary dividends to the extent of the series current or
accumulated earnings and profits. Such distributions will generally qualify for
the corporate dividends received deduction for corporate shareholders.

If a series fails to distribute in a calendar year at least 98% of its ordinary
income for the year and 98% of its capital gain net income (the excess of short
and long term capital gains over short and long term capital losses) for the
one-year period ending October 31 of that year (and any retained amount from the
prior year), the series will be subject to a nondeductible 4% federal excise tax
on the undistributed amounts. The series generally intend to make sufficient
distributions to avoid imposition of this tax, except that, as described above,
the Tax Managed Series may choose to incur such tax if it anticipates that
retaining income will enhance its Shareholders' after-tax total returns.

Distributions declared in October, November, or December to shareholders of
record during those months and paid during the following January are treated as
if they were received by each shareholder on December 31 of the year in which
they are declared for tax purposes.

<PAGE>
Any gain or loss recognized on a sale, exchange or redemption of shares of a
series by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than one year and otherwise generally will be
treated as short-term capital gain or loss. However, if shares on which a
shareholder has received a net capital gain distribution are subsequently sold,
exchanged or redeemed and such shares have been held for six months or less, any
loss recognized will be treated as long-term capital loss to the extent of the
net capital gain distribution. Long-term capital gains generally are currently
taxed at a maximum rate of 20%, and short-term capital gains are currently taxed
at ordinary income tax rates.

In certain cases, a series will be required to withhold and remit to the U.S.
Treasury 31% of any taxable dividends, capital gain distributions and redemption
proceeds paid to a shareholder (1) who has failed to provide a correct and
properly certified taxpayer identification number, (2) who is subject to backup
withholding by the Internal Revenue Service, or (3) who has not certified to the
Fund that such shareholder is not subject to backup withholding. This backup
withholding is not an additional tax, and any amounts withheld may be credited
against the shareholder s U.S. federal income tax liability.

Dividends paid to nonresident alien individuals and foreign entities are
potentially subject to different tax treatment, including a possible U.S.
federal income tax, required to be withheld by the applicable series, at a 30%
rate (or a lower rate provided by an applicable income tax treaty).
Certification of foreign status by such shareholders also will generally be
required to avoid backup withholding on capital gain distributions and
redemption proceeds.

A series transactions in certain futures contracts, options, forward contracts,
foreign currencies, foreign debt securities, foreign entities treated as
investment companies and certain other investment and hedging activities will be
subject to special tax rules. In a given case, these rules may accelerate
income to the series, defer losses to the series, cause adjustments in the
holding periods of the series assets, convert short-term capital losses into
long-term capital losses, or otherwise affect the character of the series
income. These rules could therefore affect the amount, timing, and character of
distributions to shareholders. Each series will endeavor to make any available
elections pertaining to such transactions in a manner believed to be in the best
interest of the series.

<PAGE>
Shareholders will be advised annually as to the federal income tax consequences
of distributions made during the year. Certain distributions may qualify for a
dividends received deduction for corporate shareholders, subject to holding
period requirements and other limitations under the Code, if they are
attributable to the qualifying dividend income a series receives from a domestic
corporation and are properly designated by that Series. However, information
set forth in the Prospectuses and this Statement of Additional Information which
relates to taxation is only a summary of some of the important tax
considerations generally affecting purchasers of shares of the Fund s series.
No attempt has been made to present a detailed explanation of the tax treatment
of the Fund or its shareholders, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential purchasers of
shares of a series are urged to consult their tax advisors with specific
reference to their own tax situation. Distributions by the Fund to
shareholders and the ownership of shares may be subject to state and local
taxes. Therefore, shareholders are urged to consult with their tax advisors
concerning the application of state and local taxes to investments in the Fund,
which may differ from the federal income tax consequences. For example,
under certain specified circumstances, state income tax laws may exempt from
taxation distributions of a regulated investment company to the extent that
such distributions are derived from interest on federal obligations.
Shareholders are urged to consult with their tax advisors regarding whether, and
under what conditions, such exemption is available.

YIELD AND TOTAL RETURN

From time-to-time each series may advertise its yield and total return. Both
yield and total return figures are based on historical earnings and are not
intended to indicate future performance. The "total return" of a series refers
to the average annual compounded rates of return over one-, five-, and ten-year
periods or for the life of the series (as stated in the advertisement) that
would equate an initial amount invested at the beginning of a stated period to
the ending redeemable value of the investment, assuming the reinvestment of all
dividend and capital gains distributions. The respective performance figures
for the Classes will differ because of the different distribution and/or
shareholder services fees charged to Class B, C, D and E Shares.

The "30-day yield" of a series is calculated by dividing the net investment
income per share earned during a 30-day period by the net asset value per share
on the last day of the period. Net investment income includes interest and all
recurring and nonrecurring charges that have been applied to all shareholder
accounts. The yield calculation assumes that net investment income earned over
30 days is compounded monthly for six months and then annualized. Methods used
to calculate advertised yields are standardized for all stock and bond mutual
funds. However, these methods differ from the accounting methods used by a
series to maintain its books and records, and so the advertised 30-day yield may
not fully reflect the income paid to your own account or the yield reported in a
series' reports to shareholders.

FINANCIAL STATEMENTS

The financial statements of the Fund are incorporated by reference into this
Statement of Additional Information. The financial statements with respect to
the series have been audited by Deloitte & Touche LLP, independent public
accountants to such series. The Fund s annual report(s) are incorporated herein
by reference in reliance upon their authority as experts in accounting and
auditing. A copy of the 1998 Annual Report(s) to Shareholders must accompany the
delivery of this Statement of Additional of Information.

<PAGE>

APPENDIX - DESCRIPTION OF BOND RATINGS 1

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

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

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

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

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

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

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

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

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch
obligations are rated at the lower of the bank's rating or Moody's Sovereign
Rating for Bank Deposits for the country in which the branch is located.
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When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by actions of the government controlling the currency of denomination.
In addition, risks associated with bilateral conflicts between an investor's
home country and either the issuer's home country or the country where an
issuer's branch is located are not incorporated into Moody's short-term debt
ratings.

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

1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this statement of additional information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the fund's fiscal year-end.

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MOODY'S CORPORATE BOND RATINGS

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

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

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

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

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

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

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

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

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

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

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

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

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

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

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

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

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

STANDARD & POOR'S CORPORATE BOND RATINGS

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

AA: An obligation rated AA differs from the highest-rated obligations only in a
small degree. The obligor s capacity to meet its financial commitment on the
obligation is very strong.
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A: An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

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

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

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

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

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

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

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

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

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

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

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