PROSPECTUS
FEBRUARY 1, 2000
EXETER FUND, INC.
PureMark[SM] Series
Class C Shares
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 approximately $7 billion for individual and
institutional investors.
CONTENTS PAGE
Goals, Strategies, and Risks 4
More About the Series' Investments 6
Management 7
How to Buy, Exchange, and Redeem Shares 8
Investment and Account Information 10
Dividends, Distributions, and Taxes 11
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GOALS, STRATEGIES, AND RISKS
INVESTMENT GOAL
Provide long-term total return that is consistent with the broad U.S. stock
market, as represented by the Russell 3000 [Registered Trademark] Index, through
investments that meet the socially responsible criteria of the Series.
INVESTMENT STRATEGIES
The Series invests primarily in the common stocks of companies represented in
the Russell 3000 [Registered Trademark] Index. The Advisor seeks to avoid the
common stocks of companies failing to satisfy certain "socially responsible"
investment criteria. After these companies have been removed from the stocks in
the index, the Advisor builds a portfolio of approximately 250-300 stocks that
has market-sector and risk characteristics that are similar to the index. With
this approach, the Advisor attempts to approximate the return and volatility of
the index. The Advisor periodically rebalances the Series' portfolio to keep
its weightings in line with those of the index.
THE RUSSELL 3000 [REGISTERED TRADEMARK] INDEX MEASURES THE PERFORMANCE OF THE
3,000 LARGEST U.S. COMPANIES BASED ON TOTAL MARKET CAPITALIZATION.
SOCIALLY RESPONSIBLE INVESTMENT CRITERIA The screening process is designed to
avoid investments in companies that the Advisor believes derive a significant
portion of their revenue from the following businesses:
Tobacco
Alcohol
Pornography
Gambling
Drugs or devices primarily used for abortion
The Advisor uses a variety of outside sources and conducts its own research in
determining which stocks meet the Series' selection criteria.
PRINCIPAL RISKS OF INVESTING IN THE SERIES
As with any stock fund, the value of your investment will fluctuate in response
to stock market movements. You could lose money on your investment in the
Series or the Series could underperform if any of the following occurs:
The U.S. stock markets go down.
An adverse event, such as an unfavorable earnings report, depresses the
value of one or more of the Series' portfolio holdings.
There are additional risks associated with the specific investment approach used
in the management of this Series:
The Advisor will not be able to respond to a decline in the index
by temporarily moving assets to investments not correlated with the index.
Because certain types of companies are eliminated from the portfolio, the
Series may not track the index as well as a true index fund.
The Series will incur expenses, such as advisory fees, trading and custody
costs that do not apply to an index.
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SUMMARY OF PAST PERFORMANCE
No Class C Shares of the Series had been issued as of the date of this
prospectus; therefore, no performance information is provided.
WHO MAY WANT TO INVEST
The Series may be an appropriate investment if you:
Are seeking a socially responsible investment.
Are seeking a mutual fund for the equity portion of an asset allocation
portfolio.
Have a long-term time horizon for your investment and are willing and able
to accept the risk of short-term stock market swings.
Are willing to accept a potentially lower total return than might be
possible if certain categories of stocks were not eliminated from consideration
for the Series.
FEES AND EXPENSES OF THE SERIES
This table estimates the fees and expenses you may pay if you invest in shares
of the Series.
PUREMARK[SM] SERIES - CLASS C SHARES
SHAREHOLDER FEES (paid directly from your investment) None 1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee 0.50%
Distribution and service (Rule 12b-1) fees 0.75%
Other expenses 0.32%
Total annual fund operating expenses 1.57%
Less fee waivers and expense reimbursements (0.12)% 2
Net expenses 1.45%
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 exchanges in a twelve-month period without
charge; subsequent exchanges are subject to a fee of $15.
2 The Advisor has contractually agreed to limit its fees and reimburse expenses
to the extent necessary so that the Series' total annual fund operating expenses
do not exceed 1.45% of the Class C Shares of the Series' average daily net
assets. This contractual waver will remain in effect until at least February 29,
2000 and may be extended.
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 Series' 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:
<TABLE>
<CAPTION>
<S> <C>
After After
1 year 3 years
$148 $484
</TABLE>
Because no Class C Shares of the Series had been issued as of the date of this
prospectus, the "Annual Fund Operating Expenses" presented are estimates based
upon projections made by the Advisor and reflect the effect of the Advisor's
contractual fee waiver. In addition, the Series has not calculated these
expenses beyond the three year period shown.
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MORE ABOUT THE SERIES' INVESTMENTS
DERIVATIVE CONTRACTS
The Series may, but is not required to, use derivative contracts as a substitute
for purchasing or selling securities contained in the index. 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 or
index.
THE SERIES' INVESTMENT GOAL
The Series' board of directors may change the Series' investment goal (described
above under "Goals, Strategies, and Risks") without obtaining the approval of
the Series' shareholders. The Series might not succeed in achieving its goal.
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MANAGEMENT
THE ADVISOR
The Series' Advisor is Exeter Asset Management, a division of Manning & Napier
Advisors, Inc., 1100 Chase Square, Rochester, New York 14604. Manning & Napier
Advisors, Inc. was founded in 1970, and it manages approximately $7 billion for
individual and institutional investors. The Advisor is responsible for the
day-to-day operations of the 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 makes all of the Series'
investment decisions.
MANAGEMENT FEES
In return for the services it provides to the Series, the Advisor receives a
management fee at a rate of 0.50%, which is computed daily and payable monthly
by the Series. The Advisor has contractually agreed to limit the Series' total
operating expenses to a total of 1.45% for Class C Shares. This contractual
waiver will remain in effect until at least February 29, 2000 and may be
extended.
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.
THE DISTRIBUTOR
The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. As of the date of this prospectus, Class C shares are only available
through financial intermediaries who establish individual shareholder accounts
with the distributor in the name of investors or maintain certain types of
omnibus accounts with the distributor.
The Advisor may, from its own resources, defray or absorb costs relating to
distribution, including compensation of employees who are involved in
distribution.
DISTRIBUTION PLANS
The Fund has adopted a Rule 12b-1 distribution plan for the Class C shares of
the Series. Under the plan, the Class C shares pay distribution and/or service
fees (as a percentage of average daily net assets) equal to 0.75%. These fees
are an ongoing expense and over time may cost you more than other types of sales
charges.
YEAR 2000 TRANSITION
The Fund and its service providers do not appear to have been adversely affected
by computer problems related to the transition to the year 2000. However, there
remains a risk that such problems could arise or be discovered in the future.
Year 2000 related problems also may negatively affect issuers whose securities
the Fund purchases, which could have an impact on the value of your investment.
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HOW TO BUY, EXCHANGE, AND REDEEM SHARES
HOW TO BUY SHARES
Class C shares are offered only through your financial intermediary. You may be
subject to initial and subsequent minimums established by your financial
intermediary for the purchase of shares. The Series reserves the right to
reject purchase orders or to stop offering its shares without notice to
shareholders.
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), generally 4:00 p.m. New York time, will be executed at that
day's share price. Orders received in good order after that day's close will be
executed at the next business day's price. All orders must include the required
documentation and be accompanied by proper payment.
The Series' distributor imposes no sales charge on purchases and redemptions of
shares of the Series. However, your financial intermediary may charge you a
transaction fee on purchases and redemptions.
BY MAIL
Through the Fund
If your financial intermediary does not provide account maintenance services,
contact the fund to purchase shares.
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.
BY WIRE
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.
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 your financial
intermediary or 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.
HOW TO REDEEM SHARES
THROUGH THE FUND
If your financial intermediary does not provide account maintenance services,
contact the Fund to redeem shares.
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).
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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.
MORE ABOUT PURCHASES AND REDEMPTIONS
All orders to purchase or redeem 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 in good order after that day's close will be executed at the
next business day's price. All orders must include the required documentation
and signatures, and all purchase orders must be accompanied by proper payment.
The Fund has authorized several financial intermediaries to accept purchase and
redemption orders on its behalf, and these intermediaries 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 an order when an
authorized financial intermediary or its authorized designee accepts the order,
and orders placed with an authorized financial intermediary will be processed at
the share price of the Series next computed after they are received in good
order by the financial intermediary or its designee.
HOW TO EXCHANGE SHARES
You may exchange shares of the Series for the same class of shares of any other
Series of the 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
THROUGH THE FUND
If your financial intermediary provides account maintenance services, contact
your financial intermediary to redeem shares. If not:
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, 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, 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.
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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.
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:
A member 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 NYSE (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, the 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.
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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.
The Series 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
REDEMPTION OR EXCHANGE OF SHARES
LONG-TERM CAPITAL GAIN DISTRIBUTIONS
SHORT-TERM CAPITAL GAIN DISTRIBUTIONS
DIVIDENDS
FEDERAL TAX STATUS
USUALLY TAXABLE AS CAPITAL GAIN OR LOSS; LONG-TERM ONLY IF SHARES OWNED MORE
THAN ONE YEAR
TAXABLE AS LONG-TERM CAPITAL GAIN
TAXABLE AS ORDINARY INCOME
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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EXETER FUND, INC.
PureMark[SM] Series
Class C Shares
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, when available, 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 and copy shareholder reports, the prospectus and SAI at
the Securities and Exchange Commission's Public Reference Room in Washington,
D.C. Information about the public reference room may be obtained by calling
1-202-942-8090. You can get copies of these materials for a fee by writing to
the Public Reference Section of the Commission, Washington, D.C. 20549-6009 or
by e-mail to [email protected]. You can get the same reports and information
free from the EDGAR Database on the SEC's Internet web site http://www.sec.gov).
If someone makes a statement about the Series that is not in this prospectus,
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
