SUPPLEMENT DATED FEBRUARY 8, 2000
TO
PROSPECTUS DATED MARCH 1, 1999
FLEXIBLE YIELD SERIES I
FLEXIBLE YIELD SERIES II
FLEXIBLE YIELD SERIES III
SERIES OF
EXETER FUND, INC.
The Prospectus dated March 1, 1999, of the Flexible Yield Series I,
Flexible Yield Series II, and Flexible Yield Series III (the "Series") of Exeter
Fund, Inc. (the "Fund") is amended and supplemented by the following:
On February 2, 2000, the Board of Directors of the Fund voted to terminate
the offering of each Series' shares and instructed the officers of the Fund to
take all steps necessary to completely liquidate the Series' assets and
distribute the proceeds to each Series' respective shareholders. Accordingly,
effective immediately, no orders for share purchases are being accepted for any
of these Series. After liquidation of each Series' assets (and subject to
appropriate reserves for liquidation or other expenses) shareholders who have
not previously redeemed or exchanged their shares will receive a liquidating
distribution on February 24, 2000 based on the Series' net asset value per share
on that date. It is anticipated that each Series' final dividend will be paid
to shareholders of record on or about February 18, 2000. Shareholders should
contact their tax advisors to discuss the income tax consequences of the
liquidation.
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