EXETER FUND INC /NY/
497, 2000-06-13
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Prospectus
June  1,  2000

EXETER  FUND,  INC.

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

Class  E  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.

                                                                          [LOGO]

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[This  page  intentionally  left  blank]

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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

          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,  Redeem,  and  Exchange  Shares    16

Investment  and  Account  Information            18

Dividends,  Distributions,  and  Taxes           19

                                     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 top-down group establishes broad 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.  Stock analysts and
fixed  income  analysts  select  individual  securities  after a peer review for
consistency  with  the  Advisor's disciplines.  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 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  maturities.

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

The  Advisor  believes  that  the  most  important  factor  affecting  portfolio
performance  is  asset  allocation.

HISTORICAL  HIGH  AND  LOW  STOCK  EXPOSURES
[Pie  Charts]
<TABLE>
<CAPTION>

Defensive Series 6/30/96 - 12/31/99
<S>                                         <C>      <C>    <C>
High                                        Bonds:   78.3%
                                            Stocks:  19.8%
                                            Cash:     1.9%

Low                                         Bonds:   71.0%
                                            Stocks:   6.2%
                                            Cash:    22.8%

Blended Asset Series I 3/31/94 - 12/31/99

High                                        Bonds:   47.6%
                                            Stocks:  50.1%
                                            Cash:     2.3%

Low                                         Bonds:   64.9%
                                            Stocks:  18.4%
                                            Cash:    16.7%

Blended Asset Series II 3/31/94 - 12/31/99

High                                        Bonds:   26.7%
                                            Stocks:  70.1%
                                            Cash:     3.2%

Low                                         Bonds:   52.7%
                                            Stocks:  44.3%
                                            Cash:     3.0%

Maximum Horizon Series 6/30/96 - 12/31/99

High                                        Bonds:    2.2%
                                            Stocks:  95.5%
                                            Cash:     2.3%

Low                                         Bonds:   27.3%
                                            Stocks:  72.7%
</TABLE>

A  Series'  actual  asset  allocation  may  vary from that shown above depending
primarily  on  current  or  anticipated  market  trends.

                                     PAGE 4

<PAGE>

TOP-DOWN  GROUP  (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  establishes investment policies 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 ratios)
_     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  with  each  bottom-up  decision.

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 stock holdings may tend to rise if
the  Advisor  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,  market  share  gains  in  a  mature  market  and  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  bonds,  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 or 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 in
prepayment  rates

                                     PAGE 5

<PAGE>

GOALS,  STRATEGIES,  AND  RISKS

DEFENSIVE  SERIES

INVESTMENT  GOALS
Primary:  Preservation  of  capital
Secondary:  Long-term  growth  of  capital

INVESTMENT  STRATEGIES
The  Series  invests primarily in fixed income securities of the U.S. government
and  U.S.  companies,  although  it  may  also  invest  in common stocks of U.S.
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.  In pursuit of
the  Series' primary goal, the Advisor seeks to protect capital while generating
income.  The Advisor may simultaneously seek growth opportunities as a secondary
priority.

PRINCIPAL  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.

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.  The prices of foreign common stocks may, at
times,  move  in  a  different  direction than the prices of U.S. common stocks.

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

                                     PAGE 6

<PAGE>

SUMMARY  OF  PAST  PERFORMANCE
The  bar  chart  and  total return table provide some indication of the risks of
investing  in  Class A Shares of the Series.  No Class E Shares were outstanding
during  the past year. Class A Shares are offered in a separate prospectus which
may  be  obtained  by  contacting  the Fund. Class E shares would have different
performance  due to their different expenses. 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 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 Index and 85% 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' asset allocation at any
given  time.

DEFENSIVE  SERIES  -  CLASS  A
%  TOTAL  RETURN
[Bar  chart  showing the percent total return for the Defensive Series for 1996,
1997,  1998 and 1999.  The results are 3.44% for 1996, 9.77% for 1997, 6.05% for
1998  and  2.01%  for  1999]
CALENDAR  YEARS  ENDED  DECEMBER  31
<TABLE>
<CAPTION>



Avg. Annual
Total Returns                                        Since Inception
for periods ended 12/31/99)         1 Year           on 11/1/95
<S>                                 <C>                <C>
Class A shares                      2.01%             5.60%
Indices:
  Lehman Brothers Intermediate
    Bond Index                      0.39%             5.51%
  15%/85% Blended Index             3.35%             8.66%

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.

FEES  AND  EXPENSES  OF  THE  SERIES
This  table  estimates the fees and expenses you may pay if you invest in shares
of  the  Series.
<TABLE>
<CAPTION>

                                                             Defensive Series
                                                             - Class E
<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                              0.25%
              Other expenses                                 2.06%
              Total annual Fund operating expenses           3.11%
              Less fee waivers and
              expense reimbursements                         (1.86)%2
              Net Expenses                                   1.25%
</TABLE>

1  A  wire  charge,  currently  $15,  may  be deducted 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 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  1.25%  of  the  Class  E Shares' average daily net assets. This
contractual  waiver  will  remain in effect until at least February 28, 2001 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  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:
<TABLE>
<CAPTION>



After             After
1 year            3 years
<S>                <C>
$127*             $ 785*
</TABLE>

*Based  on  Total Annual Fund Operating Expenses after fee waivers and operating
expenses  for  year  1  only.

No  Class  E Shares had been issued as of the date of this prospectus; therefore
the  "Annual  Fund  Operating  Expenses"  presented  are  estimates  based  upon
projections  made by the Advisor. In addition, the Fund has not calculated these
expenses  beyond  the  three-year  period  shown.

                                     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

INVESTMENT  STRATEGIES
The  Series  invests  primarily  in common 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.

PRINCIPAL  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  Series  is  subject  to  the  following  additional  risks:

_     The  prices  of  foreign  common stocks may, at times, move in a different
direction  than  the  prices  of  U.S.  stocks.
_     Investments  in  emerging  market  countries  may  be  more  volatile than
investments  in  more  developed  countries.

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

                                     PAGE 8

SUMMARY  OF  PAST  PERFORMANCE
The  bar  chart  and  total return table provide some indication of the risks of
investing  in  Class A Shares of the Series.  No Class E Shares were outstanding
during  the past year. Class A Shares are offered in a separate prospectus which
may  be  obtained  by  contacting  the Fund. Class E Shares would have different
performance  due to their different expenses. 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 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 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  -  CLASS  A
%  TOTAL  RETURN
[Bar  chart  showing the percent total return for the Blended Asset Series I for
1994,  1995, 1996, 1997, 1998, and 1999.  The results are -0.80 for 1994, 21.08%
for  1995,  7.73% for 1996, 13.95% for 1997, 6.81% for 1998 and 5.44% for 1999.]
CALENDAR  YEARS  ENDED  DECEMBER  31
<TABLE>
<CAPTION>

Avg. Annual                                                         Since
Total Returns                                                       Inception on
(for periods ended 12/31/99)         1 Year        5 Years          9/15/93
<S>                                  <C>          <C>              <C>
Class A shares                       5.44%         10.85%           8.54%
Indices:
  Lehman Brothers
  Intermediate Bond Index            0.39%          7.10%           5.32%
  30%/70% Blended Index              6.37%         13.09%          10.46%

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.

FEES  AND  EXPENSES  OF  THE  SERIES
This  table  estimates the fees and expenses you may pay if you invest in shares
of  the  Series.
<TABLE>
<CAPTION>

                                                            Blended Asset
                                                            Series I
                                                            - Class E
<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                             0.25%
              Other expenses                                0.49%
              Total annual Fund operating expenses          1.74%
              Less fee waivers and
              expense reimbursements                        (0.29)%2
              Net Expenses                                  1.45%
</TABLE>

1  A  wire  charge,  currently  $15,  may  be deducted 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 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  E Shares' average daily net assets. This
contractual  waiver  will  remain in effect until at least February 28, 2001 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  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:
<TABLE>
<CAPTION>

After             After
1 year            3 years
<S>               <C>
$148*             $520*
</TABLE>

*Based  on  Total Annual Fund Operating Expenses after fee waivers and operating
expenses  for  year  1  only.

No  Class  E Shares had been issued as of the date of this prospectus; therefore
the  "Annual  Fund  Operating  Expenses"  presented  are  estimates  based  upon
projections  made by the Advisor. In addition, the Fund has not calculated these
expenses  beyond  the  three-year  period  shown.

                                     PAGE 9

<PAGE>

GOALS,  STRATEGIES,  AND  RISKS

BLENDED  ASSET  SERIES  II

INVESTMENT  GOALS
Primary:  Long-term  growth  of  capital
Secondary:  Preservation  of  capital

INVESTMENT  STRATEGIES
The  Series invests primarily in common stocks 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.

PRINCIPAL  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  Series  is  subject  to  the  following  additional  risks:

_     The  prices  of  foreign  common stocks may, at times, move in a different
direction  than  the  prices  of  U.S.  stocks.
_     Investments  in  emerging  market  countries  may  be  more  volatile than
investments  in  more  developed  countries.

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

                                     PAGE 10

<PAGE>

SUMMARY  OF  PAST  PERFORMANCE
The  bar  chart  and  total return table provide some indication of the risks of
investing  in  Class A Shares of the Series.  No Class E Shares were outstanding
during  the past year. Class A Shares are offered in a separate prospectus which
may  be  obtained  by  contacting  the Fund. Class E Shares would have different
performance  due to their different expenses. 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 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 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  -  CLASS  A
%  TOTAL  RETURN
[Bar  chart showing the percent total return for the Blended Asset Series II for
1994,  1995,  1996,1997,  1998 and 1999.  The results are 3.52% for 1994, 32.64%
for 1995, 14.06% for 1996, 17.54% for 1997, 2.87% for 1998 and 11.07% for 1999.]
CALENDAR  YEARS  ENDED  DECEMBER  31
<TABLE>
<CAPTION>

Avg. Annual                                                         Since
Total Returns                                                       Inception on
(for periods ended 12/31/99)         1 Year        5 Years          10/12/93
<S>                                  <C>           <C>               <C>
Class A shares                       11.07%        15.23%           12.66%
Indices:
  Merrill Lynch Corp./Government
   Master Bond Index                 -2.05%         7.60%            5.30%
  50%-50% Blended Index               9.80%        17.98%           14.17%

Quarterly returns
Highest:                             11.06% in 4th quarter 1998
Lowest:                              -9.88% 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.

The  Lehman  Brothers  Aggregate  Bond Index is an unmanaged index of investment
grade bonds and mortgage-backed securities with maturities of at least one year.

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

FEES  AND  EXPENSES  OF  THE  SERIES
This  table  estimates the fees and expenses you may pay if you invest in shares
of  the  Series.
<TABLE>
<CAPTION>
                                                            Blended Asset
                                                            Series II
                                                            - Class E
<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                             0.25%
              Other expenses                                0.30%
              Total annual Fund operating expenses          1.55%
              Less fee waivers and
              expense reimbursements                        (0.10)%2
              Net Expenses                                  1.45%
</TABLE>

1  A  wire  charge,  currently  $15,  may  be deducted 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 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  E Shares' average daily net assets. This
contractual  waiver  will  remain in effect until at least February 28, 2001 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  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:
<TABLE>
<CAPTION>

After             After
1 year            3 years
<S>               <C>
$148*             $480*
</TABLE>

*  Based on Total Annual Fund Operating Expenses after fee waivers and operating
expenses  for  year  1  only.

No  Class  E Shares had been issued as of the date of this prospectus; therefore
the  "Annual  Fund  Operating  Expenses"  presented  are  estimates  based  upon
projections  made by the Advisor. In addition, the Fund has not calculated these
expenses  beyond  the  three-year  period  shown.

                                     PAGE 11

<PAGE>

GOALS,  STRATEGIES,  AND  RISKS

MAXIMUM  HORIZON  SERIES

INVESTMENT  GOAL
Long-term  growth  of  capital

INVESTMENT  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.

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.  The prices of foreign common stocks may, at times, move
in  a  different direction than the prices of U.S. common stocks. Investments in
emerging  market  countries  may  be  more  volatile  than  investments  in more
developed  countries.

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

                                     PAGE 12

<PAGE>

SUMMARY  OF  PAST  PERFORMANCE
The  bar  chart  and  total return table provide some indication of the risks of
investing  in  Class A Shares of the Series.  No Class E Shares were outstanding
during  the past year. Class A Shares are offered in a separate prospectus which
may  be  obtained  by  contacting  the Fund. Class E Shares would have different
performance  due to their different expenses. 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 periods compare to those of the
Standard  & Poor's 500 Composite 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  -  CLASS  A
%  TOTAL  RETURN
[Bar  chart  showing the percent total return for the Maximum Horizon Series for
1996,  1997,  1998  and 1999.  The results are 17.57% for 1996, 20.39% for 1997,
1.19%  for  1998  and  33.04%  for  1999.]
CALENDAR  YEARS  ENDED  DECEMBER  31
<TABLE>
<CAPTION>

Avg. Annual Total Returns                                      Since Inception
(for periods ended 12/31/99)           1 Year                  on 11/1/95
<S>                                    <C>                     <C>
Class A shares                        33.04%                   17.69%
S&P 500 Index                         21.04%                   27.06%

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.

FEES  AND  EXPENSES  OF  THE  SERIES
This  table  estimates the fees and expenses you may pay if you invest in shares
of  the  Series.
<TABLE>
<CAPTION>

                                                             Maximum Horizon Series
                                                             - Class E
<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                              0.25%
              Other expenses                                 0.66%
              Total annual Fund operating expenses           1.91%
              Less fee waivers and
              expense reimbursements                        (0.46)%2
              Net Expenses                                   1.45%
</TABLE>

1  A  wire  charge,  currently  $15,  may  be deducted 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 charge.
Subsequent  exchanges  are  subject  to  a  fee  of  $15.

2  The  Advisor has contractually agreed to limit its fee and reimburse expenses
to the extent necessary so that the Series' total annual fund operating expenses
do  not  exceed  1.45%  of  the  Class  E Shares' average daily net assets. This
contractual  waiver  will  remain in effect until at least February 28, 2001 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  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:
<TABLE>
<CAPTION>

After             After
1 year            3 years
<S>               <C>
$148*              $555*
</TABLE>

*Based  on  Total Annual Fund Operating Expenses after fee waivers and operating
expenses  for  year  1  only.

No  Class  E Shares had been issued as of the date of this prospectus; therefore
the  "Annual  Fund  Operating  Expenses"  presented  are  estimates  based  upon
projections  made by the Advisor. In addition, the Fund has not calculated these
expenses  beyond  the  three-year  period  shown.

                                     PAGE 13

<PAGE>

MORE  ABOUT  THE  SERIES'  INVESTMENTS

PRINCIPAL  INVESTMENTS

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

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

     FIXED  INCOME  SECURITIES
     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.

ADDITIONAL  RISKS

     EMERGING  MARKET  RISK
     The  Series may be exposed to risks associated with investments in emerging
market  countries.  Emerging  market  countries  are  foreign countries that are
generally considered to be less developed than the United States, Canada, Japan,
Australia,  New Zealand, and most of the nations in Western Europe. As a result,
they  may  be more likely to experience political, social, or economic  turmoil.
In  addition, the financial conditions of issuers in these countries may be more
precarious  than  those  in  developed  countries.

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  goals.
The  Series'  Investment  Goals
     The  Series'  board  of  directors may change each Series' investment goals
(described  above  under  "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

     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
an  annual  management  fee  which  is computed daily and payable monthly by the
Series  as  described  below.
<TABLE>
<CAPTION>

Annual Management Fees (as a percentage of daily net assets)
                                    Actual
                                    Management Fee
                                    Paid for year                 Contractual
Series                              ended 10/31/99                management fee
<S>                                 <C>                           <C>

Defensive Series                    0.23%                         0.80%

Blended Asset Series I              0.97%                         1.00%

Blended Asset Series II             1.00%                         1.00%

Maximum Horizon Series              0.92%                         1.00%
</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.

THE  DISTRIBUTOR

     The  distributor  of  the  Series'  shares  is  Manning  &  Napier Investor
Services,  Inc.  As  of  the  date  of  this prospectus, Class E shares are only
available  through  financial  intermediaries  who  provide  certain shareholder
services  to  the Fund.  Your financial intermediary can tell you which class of
shares  is  available  through  the  intermediary.

     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 E shares
of  the  Series.  Under  the  plan,  the  Class E shares pay distribution and/or
service fees (as a percentage of average daily net assets) equal to 0.25%. These
fees  are an ongoing expense and over time may cost you more than other types of
sales  charges.

                                     PAGE 15

<PAGE>

HOW  TO  BUY,  REDEEM,  AND  EXCHANGE  SHARES

HOW  TO  BUY  SHARES
Class E 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 reserve the right to reject
purchase orders or to stop offering their 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.

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 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 above
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 16

<PAGE>

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),  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 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  Class E shares of the Series for Class E shares of any other
Series  of  the  Exeter  Fund  currently  available for direct investment if the
registration  of  both  accounts  is  identical.  If  received  with  proper
documentation  before  the close of trading on the NYSE, generally 4:00 p.m. New
York  time,  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.

THROUGH  THE  FUND
If  your  financial  intermediary provides account maintenance services, contact
your  financial  intermediary  to  exchange  shares.  If  not:

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, Series to exchange into, and
dollar  amount  to  be  exchanged.

BY  TELEPHONE

_     Provide  both  account  numbers.
_     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.

                                     PAGE 17

<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 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 mutual fund that uses market
quotations  to  price  the  same  securities.

                                     PAGE 18

<PAGE>

DIVIDENDS,  DISTRIBUTIONS,  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.

Capital  gain distributions and dividends are reinvested in additional shares of
the  same  class  that  you  hold.  Alternatively,  you can instruct the Fund 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
<TABLE>
<CAPTION>

Transaction                                          Federal Tax Status
<S>                                                  <C>
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

Dividend                                             Taxable as ordinary income
</TABLE>

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.

                                     PAGE 19

<PAGE>

EXETER  FUND,  INC.

Defensive  Series
Blended  Asset  Series  I
Blended  Asset  Series  II
Maximum  Horizon  Series
Class  E  Shares

SHAREHOLDER  REPORTS  AND  THE  STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI)
Annual  and  semi-annual  reports to shareholders provide additional information
about each Series' investments.  These reports discuss the market conditions and
investment  strategies  that  significantly  affected  each  Series' performance
during  its  last fiscal year.  The SAI provides more detailed information about
each  Series.  It  is  incorporated  by reference into this combined prospectus.

HOW  TO  OBTAIN  THESE  REPORTS  AND  ADDITIONAL  INFORMATION

_     You  may obtain shareholder reports and the SAI or other information about
the  Fund  without  charge,  by  calling  1-800-466-3863  or  sending  written
requests  to  Exeter  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 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 20





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