EXETER FUND INC /NY/, 485BPOS, 2000-04-28

EXETER FUND INC /NY/
485BPOS, 2000-04-28

Previous: CARILLON ACCOUNT, 485BPOS, 2000-04-28

Next: ELECTRONIC SYSTEMS TECHNOLOGY INC, DEF 14A, 2000-04-28

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000
Registration Nos. 2-92633
811-04087
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 36 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 39 [X]

EXETER FUND,INC.
_____________________________________________________________________
(Exact name of registrant as specified in charter)

1100 Chase Square
Rochester, New York 14604
_____________________________________________________________________
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code (716) 325-6880

B. Reuben Auspitz
c/o Exeter Fund, Inc.
1100 Chase Square
Rochester, NY 14604

(Name and Address of Agent For Service)
Copies to:

Richard W. Grant, Esquire
Morgan, Lewis & Bockius, LLP
2000 One Logan Square
Philadelphia, PA 19103
=====================================================================
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/X / on May 1, 2000 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered:
Investment Company Shares
=============================================================================

<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

Small Cap Series
Commodity Series
Technology Series
Financial Services Series
International Series
Life Sciences Series
Global Fixed Income Series
World Opportunities Series

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]

<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 approximately $7 billion for
individual and institutional investors.

Contents Page

Goals, Strategies, and Risks
Small Cap Series 4
Commodity Series 6
Technology Series 8
Financial Services Series 10
International Series 12
Life Sciences Series 14
Global Fixed Income Series 16
World Opportunities Series 18
More About the Series' Investments 20
Management 22
Investment & Account Information 23
Dividends, Distributions, and Taxes 24
Financial Highlights 25

This prospectus includes information on the Small Cap Series, Commodity Series,
Technology Series, Financial Services Series, International Series, Life
Sciences Series, Global Fixed Income Series, and World Opportunities Series of
the Exeter Fund, Inc. Shares of these Series are used in connection with an
investment strategy that the Advisor and its affiliates use for discretionary
investment account clients who have authorized the Advisor to acquire and
dispose of Fund shares on their behalf.

PAGE 3
<PAGE>
GOALS, STRATEGIES, AND RISKS

SMALL CAP SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of small
companies.

INVESTMENT STRATEGIES

The Series invests primarily in common stocks of small companies. The Series
defines a small company generally as one with a market capitalization of less
than $1.6 billion.

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 break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

The U.S. stock market goes down.
Small company stocks go down in value or underperform larger company 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.

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in small company stocks. These risks include the
following:

The stocks of small companies may be subject to more abrupt or erratic market
movements than the stocks of larger companies.
The stocks of small companies may be less marketable than the stocks of larger
companies.
Small companies may have limited product lines, markets, or financial
resources, and they may depend on a small management group. As a result,
small companies fail more often than larger companies.

PAGE 4
<PAGE>

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 most
recent activation. 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 Stock Price Index, an unmanaged index of
common stocks, and the Russell 2000 Index, an unmanaged index of small
company stocks.

SMALL CAP SERIES CLASS A
% TOTAL RETURN

[BAR CHART REFLECTING THE RESULTS AS FOLLOWS: 1993, 14.59%; 1994, 8.01%; 1995,
14.70%; 1996, 10.06%; 1997, 12.29%; 1998, -13.59% AND 1999, 9.87% ]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL SINCE CURRENT
TOTAL RETURNS ACTIVATION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS ON 4/30/92
<S> <C> <C> <C>
Small Cap Series Class A . . 9.87% 6.10% 8.97%
S&P 500 Index. . . . . . . . 21.04% 28.52% 20.54%
Russell 2000 Index . . . . . 21.26% 16.69% 14.81%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 27.72% in 4th quarter 1992
Lowest:. . . . . . . . . . . -27.96 in 3rd quarter 1998
</TABLE>

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

FEES AND EXPENSES OF THE SERIES

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

SMALL CAP SERIES CLASS A

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . 1.15% 1
1 Total annual fund operating expenses have been restated to reflect
current expenses.
</TABLE>

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:

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

PAGE 5
<PAGE>
GOALS, STRATEGIES, AND RISKS

COMMODITY SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the securities of companies
in commodities-based industries.

INVESTMENT STRATEGIES

The Series will invest primarily in equity securities of companies in the
commodities-based industries. These companies include those directly engaged in
the production of commodities such as minerals, metals, agricultural
commodities, chemicals, oil and gas, other energy or other natural
resources. They also include companies that use commodities extensively in
their products, provide services to commodities-based industries, or are
otherwise affected by commodities. A company will be considered appropriate
for investment by the Series if, as determined by the Advisor, at least 50%
of the company's assets, revenues or net income are derived from or related to
commodities-based industries.

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection. The Advisor seeks to select securities of companies that will
benefit from changes in the prices of the underlying commodities.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

The U.S. and/or foreign stock markets go down.
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.

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in commodity-related stocks. These risks include the
following:

The stocks of commodity-related companies may underperform other sectors or
the market as a whole.
The stocks of commodity-related companies may experience greater price
volatility than other types of common stocks.
Commodity stocks are sensitive to changes in the prices of, and in supply and
demand for, commodities. The prices as well as supply and demand may be
affected by factors such as policies of commodity cartels, and by
international economic, political and regulatory events.
The Advisor's judgements about trends in the prices of commodities may prove
to be incorrect.

In addition, because the Series may hold a significant portion of its assets in
foreign securities or ADRs, it is subject to risks specific to foreign holdings.
These risks include:

The prices of foreign common stocks may, at times, move in a different
direction than the prices of U.S. common stocks.
Because the Series' investments are usually denominated in the currencies of
the countries in which they are located, the value of the Series may be
affected by changes in exchange rates between those foreign currencies and
the U.S. dollar.
Investments in emerging market countries may be more volatile than investments
in more developed markets.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 6
<PAGE>

SUMMARY OF PAST PERFORMANCE

This Series was not active as of the date of this prospectus; therefore, no
performance information is provided.

FEES AND EXPENSES OF THE SERIES

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

COMMODITY SERIES

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 1.15%
</TABLE>

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:

After After
1 year 3 years
<S> <C>
$117 $365
</TABLE>

As of the date of this prospectus, this Series had never been active; therefore,
the "Annual Fund Operating Expenses" presented are estimates based upon
projections made by the Advisor. In addition, the Series has not calculated
these expenses beyond the three year period shown.

PAGE 7
<PAGE>

GOALS, STRATEGIES, AND RISKS

TECHNOLOGY SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies in science and technology-based industries.

INVESTMENT STRATEGIES

The Series will invest primarily in equity securities of companies in science
and technology-based industries. These companies include those directly engaged
in science and technology as well as those that use science or technological
advances extensively in their product development or operations. An equity
security will generally be considered appropriate for investment by the
Technology Series if, as determined by the Advisor, at least 50% of the
company's assets, revenues or net income are derived from or related to
technology and related industries.
The Advisor uses a "bottom-up" strategy, focusing on individual security
selection. The Advisor analyzes factors such as the management, financial
condition, and market position of individual companies to select companies in
the technology sector 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, market share gains in a mature market and high barriers
to entry).
Improving market share in consolidating industries.
Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in technology stocks. These risks include the
following:

The stocks of technology companies may underperform other sectors or the
market as a whole.
The stocks of technology companies may experience greater price volatility
than other types of common stocks.
Technology companies may be smaller companies with limited product lines,
markets or financial resources, and they may depend on a small management
group.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 8
<PAGE>

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
Series for each full calendar year during periods in which it has been active
over the past ten years. The Series was previously active from November 4, 1988
to May 11, 1992 and from August 29, 1994 to April 16, 1997. The Series was
redeemed in full on April 16, 1997 and has not held any assets or engaged in any
operations since that date. The total return table shows how the average annual
total returns for the Series for different calendar periods compare to those of
the Standard & Poor's 500 Stock Price Index, an unmanaged index of
common stocks.

TECHNOLOGY SERIES
% TOTAL RETURN

[Bar chart reflecting the results as follows: 1990, -8.90%; 1991, 36.210%; 1992,
na*; 1993, na*; 1994, na*; 1995, 40.25%; 1996, 20.90%; 1997, na*; 1998, na*;
and 1999, na*.

*The Technology Series was either inactive or not active for a full calendar
year; therefore, no performance information has been provided.

BECAUSE THE TECHNOLOGY SERIES HAS HAD SEVERAL PERIODS OF ACTIVATION AND
DEACTIVATION, ITS PERFORMANCE INFORMATION IS NOT COMPARABLE TO THE PERFORMANCE
INFORMATION OF THE OTHER MUTUAL FUNDS.

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

Previous Most Recent
Avg. Annual Activation Activation
<S> <C> <C>
Total Returns. . . . . . . . 11/4/88 to 8/29/94 to
(for periods ended 12/31/99) 5/11/92 4/16/97
Technology Series. . . . . . 11.16% 28.23%
S&P 500 Index. . . . . . . . 16.37% 22.62%
Quarterly Returns
Highest: . . . . . . . . . . 37.28% in 1st quarter 1991
Lowest:. . . . . . . . . . . -32.46% in 3rd quarter 1990

</TABLE>

FEES AND EXPENSES OF THE SERIES

This table estimates the fees and expenses you may pay if you invest in shares
of the Series.

TECHNOLOGY SERIES

<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee 1.00%
Distribution and service (Rule 12b-1) fees None
Other expenses 1.06%
Total annual fund operating expenses 2.06%1
<FN>
1 The Advisor has agreed to limit its fees and reimburse expenses to the
extent necessary so that the Series' total annual fund operating expenses do not
exceed 1.20% of the Series' daily net assets. The Advisor may change or
eliminate these expense limits at any time.
</TABLE>

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:1

After After
1 year 3 years
<S> <C>
$209 $646
1 With expense limits, your costs would be:
$122 $381

</TABLE>

The Series was not active 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 Series has not calculated these expenses
beyond the three year period shown.

PAGE 9
<PAGE>

GOALS, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies in the financial services industry and related to the financial
services industry.

INVESTMENT STRATEGIES

The Series will invest primarily in equity securities of companies in the
financial services industry. These companies include those directly engaged in
providing financial services as well as in industries serving and/or supplying
the financial services industry. An equity security will generally be
considered appropriate for investment by the Financial Services Series if, as
determined by the Advisor, at least 50% of the company's assets, revenues or net
income are derived from or related to the financial services and related
industries.

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 break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in financial services stocks. These risks include the
following:

The stocks of financial services companies may underperform other sectors or
the market as a whole.
The stocks of financial services companies may experience greater price
volatility than other types of common stocks.
Financial services stocks may be particularly sensitive to changes in interest
rates and other economic and regulatory events.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 10
<PAGE>

SUMMARY OF PAST PERFORMANCE

This Series had never been active as of the date of this prospectus; therefore,
it has not held any assets or engaged in any operations, and no performance
information is provided.

FEES AND EXPENSES OF THE SERIES

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

FINANCIAL SERVICES SERIES

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 1.15%
</TABLE>

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:

After After
1 year 3 years
<S> <C>
$117 $ 365
</TABLE>

PAGE 11
<PAGE>

GOAL, STRATEGIES, AND RISKS

INTERNATIONAL SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies located outside the United States.

INVESTMENT STRATEGIES

The Series invests primarily in common stocks of foreign companies.

The Advisor examines economic trends and industry-specific factors to identify
investment opportunities, such as those being created by economic and political
changes taking place around the world. This approach is often called a
"top-down" strategy. The Series is different from many stock funds because the
Advisor's primary focus is not on individual stock selection. Rather, the
Advisor seeks to identify broad trends that cut across countries or issuers and
then purchases stocks to capture those opportunities. For example, the Advisor
sought to take advantage of the economic environment and the potential for
corporate restructuring in Europe by investing in stocks from a number of
European countries.

The Advisor buys one or more stocks representing a particular investment trend
in an attempt to benefit from that trend. The Series may invest in stocks of
companies both in developed countries and in emerging markets. It may invest in
stocks of small, large, or mid-size companies.
Principal Risks of Investing in the Series

Foreign and/or U.S. stock markets go down.
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 strategy or security prove to be incorrect.

In addition to the general risks of stock funds, the Series has special risks
due to its focus on foreign stocks. These risks include:

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 12
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for different periods compare
to those of the Standard & Poor's 500 Stock Price Index, an unmanaged index of
common stocks, and the Morgan Stanley Capital International All Country World ex
US Index, a market-capitalization-weighted measure of the total return of
1,951 companies listed on the stock exchanges of 47 countries.

INTERNATIONAL SERIES
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1993, 26.05%; 1994, -14.48%; 1995,
4.14%; 1996, 22.35%; 1997, 27.70%; 1998, 23.63%; AND 1999, 27.44%. ]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS ON 8/27/92
<S> <C> <C> <C>
International Series . . . . 27.44% 20.70% 15.74%
S&P 500 Index. . . . . . . . 21.04% 28.52% 21.41%
MSCI All Country World
ex US Index. . . . . . . . 31.80% 12.09% 12.93%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 19.04% in 1st Quarter 1998
Lowest:. . . . . . . . . . . -16.96 in 3rd quarter 1998

</TABLE>

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

FEES AND EXPENSES OF THE SERIES

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

INTERNATIONAL SERIES

<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER FEES (paid directly from your investment) None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee 1.00%
Distribution and service (Rule 12b-1) fees None
Other expenses 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES 1.15% 1
<FN>
1 Total annual fund operating expenses have been restated to
reflect current expenses.
</TABLE>

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:

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

PAGE 13
<PAGE>

GOALS, STRATEGIES, AND RISKS

LIFE SCIENCES SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies in industries based on the life sciences and related industries.

INVESTMENT STRATEGIES

The Series will invest primarily in common stocks of companies involved
in the life sciences and related industries. Examples of these companies
include those in the following areas: pharmaceuticals, biotechnology, medical
products and supplies, health care services, and environmental services. A
stock will generally be considered appropriate for investment by the Life
Sciences Series if, as determined by the Advisor, at least 50% of the company's
assets, revenues or net income are derived from or related to the life sciences
or related industries.

The Advisor uses in-depth analysis to identify trends within the life
sciences sector and then uses a "bottom-up" strategy, focusing on
individual security selection to choose stocks. The Advisor analyzes factors
such as the management, financial condition, and market position of individual
companies to select 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, market share gains in a mature market and high barriers
to entry).
Improving market share in consolidating industries.
Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

The U.S. stock market goes down.
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 strategy or security prove to be incorrect.

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in life science stocks. These risks include the
following:

The stocks of life science companies may underperform other sectors or the
market as a whole.
The stocks of life science companies may experience greater price volatility
than other types of common stocks.
Life science stocks may be particularly sensitive to changes in the
regulatory and economic environment.
Life science companies may be smaller companies with limited product lines,
markets or financial resources, and they may depend on a small management
group.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 14
<PAGE>

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
Series for each full calendar year during periods in which it has been active.
The Series was previously active from October 7, 1992 to September 21, 1995.
The Series was redeemed in full on September 21, 1995 and was reactivated
on November 5, 1999. The total return table shows how the average annual total
returns for the Series for different calendar periods compare to those of the
Standard & Poor's 500 Stock Price Index, an unmanaged index of common
stocks.

LIFE SCIENCES SERIES
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1993, 3.16%; 1994, 10.30%; 1995, NA*;
1996, NA*; 1997, NA*; 1998, NA*; 1999, NA* .]

CALENDAR YEARS ENDED DECEMBER 31

*THE LIFE SCIENCES SERIES WAS EITHER INACTIVE OR NOT ACTIVE FOR A FULL CALENDAR
YEAR; THEREFORE, NO PERFORMANCE INFORMATION HAS BEEN PROVIDED.

PREVIOUS
AVG. ANNUAL ACTIVATION
TOTAL RETURNS 10/7/92 TO
(FOR PERIODS ENDED 12/31/99) 9/21/95
<S> <C>
Life Sciences Series . . . . 18.06%
S&P 500 Index. . . . . . . . 16.36%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 17.82% in 3rd quarter 1994
Lowest:. . . . . . . . . . . -6.52% in 1st quarter 1993
</TABLE>

BECAUSE THE LIFE SCIENCES SERIES HAS HAD SEVERAL PERIODS OF ACTIVATION AND
DEACTIVATION, ITS PERFORMANCE IS NOT COMPARABLE TO THE PERFORMANCE OF OTHER
MUTUAL FUNDS.

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

FEES AND EXPENSES OF THE SERIES

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

LIFE SCIENCES SERIES

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 1.15%
</TABLE>

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:

After After
1 year 3 years
<S> <C>
$117 $365
</TABLE>

Because the Life Sciences Series was not active for a full calendar year as of
December 31, 1999, the "Annual fund operating expenses" above are estimates
based upon projections made by the Advisor. In addition, the Series has not
calculated these expenses beyond the three year period shown.

PAGE 15
<PAGE>

GOALS, STRATEGIES, AND RISKS

GLOBAL FIXED INCOME SERIES

INVESTMENT GOAL

Provide long-term total return by investing principally in fixed income
securities issued by governments, banks, corporations, and supranational
entities, such as the World Bank, located anywhere in the world.

INVESTMENT STRATEGIES

The Series' portfolio will consist primarily of government debt securities and
of investment grade corporate debt securities, bank debt, and money market
securities. The Series may also invest a substantial portion of its assets in
high-yield, high-risk bonds, commonly called junk bonds.

Maturity and Portfolio Duration
The Series is not subject to any maturity or duration restrictions but will vary
its average dollar-weighted portfolio maturity and duration depending on the
Advisor's outlook for interest rates and currency fluctuations. For example,
the Advisor may invest in longer-term bonds when it expects interest rates to
fall in a given country in an attempt to realize gains for the Series.
Likewise, the Advisor may invest in shorter-term bonds when it expects interest
rates to rise or the currency to appreciate in a given a country.

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 attempts to identify bond market sectors and individual securities
that offer yields sufficient for the risks specific to the sector or security.
In analyzing the relative attractiveness of countries, sectors, and individual
securities, the Advisor considers:

Relative economic conditions of each country.
Interest rate sensitivity of particular countries, sectors, and securities.
Differences in yields offered by bonds of different sectors, credit quality,
or maturities.
The impact of currency changes on the sectors.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

As with any bond fund, the value of your investment will fluctuate in response
to interest rate movements. 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.
Longer-term bonds will experience greater fluctuations than shorter-term bonds
in response to interest rate changes.
The Advisor's judgments about the attractiveness, relative value, or potential
appreciation of a particular sector, security, or hedging strategy prove to
be incorrect.

In addition to the risks discussed above, the Series is subject to additional
risks due to the large portion of the portfolio invested in foreign bonds. These
risk include:

The prices of foreign bonds, may, at times, move in a different direction than
the prices of bonds issued in the United States.
Because much of the Series' investments are usually denominated in the
currencies of the countries in which they are located, the value of the
Series may be affected by changes in exchange rates between those foreign
currencies and the U.S. dollar.
Investments in emerging market countries may be more volatile than investments
in more developed markets.

The Series' investments in high-yield bonds will subject it to a substantial
degree of credit risk. Because the Series is "non-diversified", the performance
of a particular investment or small group of investments may affect the Series
more than if it were diversified.

PAGE 16
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for different calendar periods
compare to those of the Merrill Lynch Global Government Bond Index, a market
value weighted measure of approximately 500 global government bonds and
the Merrill Lynch U.S. Treasury Bond Index, a market value weighted measure of
approximately 150 U.S. Treasury bonds.

GLOBAL FIXED INCOME SERIES
% TOTAL RETURN
[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1998, 2.78% AND 1999, 4.71%. ]
CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR ON 10/31/97
<S> <C> <C>
Global Fixed Income Series . 4.71% 4.39%
M.L. Global Govt.
Bond Index. . . . . . . . . -1.66% 4.69%
M.L. U.S. Treasury
Bond Index. . . . . . . . . -2.38% 4.11%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 3.29% in 4th quarter 1999
Lowest:. . . . . . . . . . . -2.17% in 3rd quarter 1998
</TABLE>

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

FEES AND EXPENSES OF THE SERIES

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

GLOBAL FIXED INCOME SERIES

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee. . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees. . . . . . . . . . . . . None
Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES. . . . . . . . . . . . . . . . 1.15%1
1 Total annual fund operating expenses have been restated to reflect
current expenses.
</TABLE>

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:

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

PAGE 17
<PAGE>

GOAL, STRATEGIES, AND RISKS

WORLD OPPORTUNITIES SERIES

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies located around the world.

INVESTMENT STRATEGIES

The Series invests primarily in common stocks of companies from around the
world, including the United States. The Series may also invest in American
Depository Receipts (ADRs) and other U.S. dollar denominated securities of
foreign issuers, including those in emerging markets. ADRs are securities that
are listed and traded in the United States but represent an ownership interest
in securities issued by a foreign issurer.

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection to choose stocks from companies around the world. The Advisor
analyzes factors such as the management, financial condition, and market
position of individual companies to select 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, market-share gains in a mature market and high barriers
to entry).
Improving market share in consolidating industries.
Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

U.S. and/or foreign stock markets go down.
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 strategy or security prove to be incorrect.

In addition to the general risks of stock funds, the Series has special risks
due to its focus on foreign stocks. These risks include:

The prices of foreign common stocks may, at times, move in a different
direction than the prices of U.S. common stocks.
Because the Series' investments are often denominated in the
currencies of the countries in which they are located, the value of the
Series may be affected by changes in exchange rates between those foreign
currencies and the U.S. dollar.
Investments in emerging market countries may be more volatile than investments
in more developed markets.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 18
<PAGE>

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 periods compare to those of the Morgan Stanley
Capital International World Index and the Morgan Stanley Capital International
All Country World ex US Index.

The MSCI World Index is a market-capitalization-weighted measure of the total
return of 1,364 companies listed on the stock exchanges of 22 countries,
including the United States. It has a very small weighting in emerging markets.
The MSCI All Country World ex US Index is a market-capitalization-weighted
measure of the total return of 1,951 companies listed on the stock
exchanges of 47 countries, including emerging markets and excluding the
United States.

WORLD OPPORTUNITIES SERIES CLASS A
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1997, 7.81%; 1998, -4.38%; AND
1999, 42.37%. ]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR ON 9/6/96
<S> <C> <C>
World Opportunities Series
Class A . . . . . . . . . . 42.37% 13.85%
MSCI World Index . . . . . . 24.94% 22.35%
MSCI All Country World
ex US Index. . . . . . . . 31.80% 14.99%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 27.34% in 2nd quarter 1999
Lowest:. . . . . . . . . . . -19.49% in 3rd quarter 1998
</TABLE>

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

FEES AND EXPENSES OF THE SERIES

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

WORLD OPPORTUNITIES SERIES

<S> <C>

SHAREHOLDER FEES (paid directly from your investment) None 1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees. . . . . . . . . . . . . . None
Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18%
TOTAL ANNUAL FUND OPERATING EXPENSES. . . . . . . . . . . . . . . . . 1.18%1
1 Total annual fund operating expenses have been restated to reflect
current expenses.
</TABLE>

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:

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C>
$120 $375 $649 $1,432
</TABLE>

PAGE 19
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

EQUITY SECURITIES Each of the Series, with the exception of the Global Fixed
Income Series, may invest in equity securities. These equity securities may
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 International and World Opportunities Series invest
principally in the common stocks of foreign companies; however, the Series may
also invest in ADRs and other U.S. dollar denominated securities of foreign
issuers. The Global Fixed Income Series invests principally in foreign bonds.
The other Series may also 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 The Global Fixed Income Series invests primarily in a
variety of fixed income investments. 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.

HIGH-YIELD BONDS The Global Fixed Income Series invests in high-yield bonds.
High-yield bonds are lower-rated debt securities often referred to as "junk
bonds." These securities offer a higher yield than other securities, but they
carry a greater degree of risk and are considered speculative by the major
credit rating agencies. High-yield securities may be issued by companies that
are restructuring, are smaller and less creditworthy, or are more highly
indebted than other companies. This means that the issuer may have more
difficulty making scheduled payments of principal and interest. Compared to
investment grade securities, high-yield bonds are influenced more by changes in
the financial and business position of the issuing company than by changes in
interest rates.

CURRENCY HEDGING In order to attempt to manage the currency risk associated
with owning and trading foreign securities in the Commodity, International,
Global Fixed Income, and World Opportunities Series, the Series may, but are not
required to, hedge against changes in the value of foreign currencies
relative to the U.S. dollar . The Series primarily use forward foreign
currency exchange contracts for hedging purposes. These derivatives may be
used to hedge against changes in the value of foreign currencies relative
to the U.S. dollar in connection with specific transactions or portfolio
positions.

PAGE 20
<PAGE>

ADDITIONAL RISKS

EMERGING MARKET RISK The Commodity, International, Global Fixed Income, and
World Opportunities 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. These
characteristics may result in greater price volatility for investments in
emerging markets. This price volatility may be heightened by currency
fluctuations relative to the U.S. dollar.

RISKS RELATED TO CURRENCY HEDGING The Commodity, International, Global Fixed
Income, and World Opportunities Series may be exposed to risks associated with
currency hedging. The value of a Series' portfolio may decline if a
currency is not hedged and that currency later declines with respect to the
U.S. dollar. There are also additional risks because a hedging strategy relies
upon the ability of the Advisor to accurately predict movements in currency
exchange rates. In addition, there may not be an exact relationship between
changes in the prices of a forward foreign currency exchange contract and the
underlying currency.

DEFENSIVE INVESTING

The Series may depart from their 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' investment goals (described above under "Goals, Strategies, and
Risks"), except for those of the Small Cap Series and the World Opportunities
Series, are fundamental policies and may not be changed without obtaining the
approval of the Series' shareholders. The investment goals of the Small Cap and
World Opportunities Series are not fundamental policies, and the board of
directors may change these goals without obtaining the approval of the
shareholders. The Series might not succeed in achieving their goals.

PAGE 21
<PAGE>

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.

MORE ABOUT DISCRETIONARY INVESTMENT ACCOUNTS

The Advisor uses these Series as a means of capturing investment opportunities
in specific market or industry sectors and to provide diversification among
asset classes (for example, international stocks or small company stocks) that
could not otherwise be captured efficiently and with sufficient diversification.
The Advisor invests discretionary investment accounts in a sector when it
believes that the market sector to which it is dedicated presents an opportunity
to capture investment values or to diversify investment risk.

The Advisor's decisions on when to purchase shares for discretionary investment
accounts are based on the following points:

1. The Advisor holds a strong overview for the sector, but it believes that
purchasing individual securities in that sector would involve a high degree of
risk.

2. The Advisor believes that the Fund will provide the opportunity to invest in
an undervalued segment of the financial markets and that this opportunity could
not be efficiently captured without the use of the Fund.

3. The Advisor believes that the Fund will provide the ability to diversify
risk in clients' accounts through investing in a market sector or asset class
(e.g., small capitalization stocks or international securities), and that this
diversification could not be efficiently achieved without the use of the Fund.

The portion of a client account invested in each Series may increase or decrease
in size depending upon the number of opportunities identified for the Advisor
and the client's investment objectives. Once the Advisor decides an investment
opportunity has been captured, shares of the Series will be sold from clients'
accounts. It is possible for more than one sector to be activated at the same
time, but each sector will be activated and deactivated based on an individual
analysis of that sector and on the Advisor's assessment of the appropriateness
of Fund participation to each client's investment objectives.

As a general rule, the investment in shares of a Series on behalf of clients is
limited to a maximum of 5% - or if the Advisor believes that the opportunity to
capture investment values or to diversify risk among asset classes is
particularly compelling, to a maximum of 10% - of the client's portfolio. For
clients who have selected a fixed income investment objective, the Advisor may
invest up to 25% of their portfolio in the Global Fixed Income Series.

Fund shares may also be used in connection with a discretionary account
management service that uses Fund shares as the principal underlying investment
medium.

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 at an annual rate of
1.00% of each Series' average daily net assets.

Clients for whom the Advisor provides advisory services pursuant to separate
investment advisory contracts will be separately credited by the Advisor an
amount equal to the portion of their client advisory fee attributable to the
portion of their assets invested in the Series.

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.

PAGE 22
<PAGE>

INVESTMENT & ACCOUNT INFORMATION

OFFERING OF SHARES

Shares of the Series are offered to persons who are discretionary investment
account clients or employees of the Fund's Advisor or its affiliates. In
addition, shares of the Small Cap Series, World Opportunities Series, and
International Series are offered to investors who purchase shares directly from
the distributor. All orders to purchase shares on behalf of discretionary
investment account clients will be processed at the net asset value next
determined after receipt by the distributor of a duly completed purchase order
transmitted by the Advisor to the distributor.

The minimum initial investment in each Series is $2,000. For investment
advisory accounts held in custody by the Advisor or an affiliate of the Advisor,
the minimum initial or subsequent investment in each Series is $400. 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. The distributor may suspend offering shares to other than
discretionary accounts of the Advisor.

Manning & Napier Investor Services, Inc. acts as distributor of the Fund shares.
There are no additional costs to clients for this service.

HOW TO REDEEM SHARES

Discretionary investment account clients wishing to rescind or modify their
authorization for the Advisor to invest in the Fund on their behalf must send a
letter of instructions signed by all the registered owners of the account.

All redemption orders received in good order by the distributor or transfer
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 the
close of trading will be executed at the next business day's price. All
redemption orders must include the required documentation and signatures.
Proceeds of the sale will be forwarded to the custodian of the account.

The Series may postpone payment of redemption proceeds for up to seven days, or
suspend redemptions to the extent permitted by law. 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.

VALUATION OF SHARES

The Series offer their shares at the net asset value (NAV) per share of the
Series. The Series calculates their 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 value the securities in their portfolios 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 value their assets by a method that the directors believe accurately
reflects fair value. If a Series uses fair value to price securities, it may
value those securities higher or lower than another 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 New York Stock Exchange is not open and the
portfolios 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 23
<PAGE>

DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIVIDENDS AND DISTRIBUTIONS

THE SERIES GENERALLY:
Pay dividends once a year, in December.
Make capital gains distributions, if any, once a year, typically in December.

Each 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 paid by each Series are reinvested in
additional shares of that Series. 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

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
</TABLE>

After the end of each year, the Fund will provide you with information about the
distributions and dividends that you received and any redemptions of shares
during the previous year. Shareholders may be able to claim a credit or
deduction on their income tax returns for their pro rata portion of qualified
taxes paid by a Series to foreign countries. 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 the
Series. Dividends and distributions are taxable as described above whether
received in cash or reinvested.

If you do not provide the Fund 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 24
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Series'
financial performance for the past five years. Certain information reflects
financial results for a single share. The total returns in the table represent
the rate that an investor would have earned on an investment in the Series
(assuming reinvestment of all dividends and distributions). This information
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Series' financial statements, are included in the annual reports, which are
available upon request. No financial highlights are presented for the Commodity
Series or Financial Services Series because those Series had never been
activated as of the date of this prospectus, and therefore they have no
financial history.

SMALL CAP SERIES CLASS A SHARES1

PER SHARE DATA FOR THE YEARS ENDED
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): 12/31/99 12/31/98 12/31/97
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . . . . .$ 9.64 $12.05 $12.09
Income from investment operations:
Net investment income (loss) . . . . . . . . . . 0.07 0.05 (0.01)
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . . . 0.88 (1.77) 1.50
Total from investment operations . . . . . . . . . 0.95 (1.72) 1.49
Less distributions to shareholders:
From net investment income . . . . . . . . . . . (0.06) - (0.01)
From net realized gain on investments. . . . . . - (0.69) (1.52)
In excess of net realized gain on investments. . - - -
Total distributions to shareholders. . . . . . . . (0.06) (0.69) (1.53)
NET ASSET VALUE - END OF YEAR. . . . . . . . . . . $10.53 $ 9.64 $12.05
Total return 1 . . . . . . . . . . . . . . . . . . 9.87% (13.59)% 12.29%
Ratios of expenses (to average net assets)/
Supplemental Data:
Expenses . . . . . . . . . . . . . . . . . . . . 1.09% 1.09% 1.07%
Net investment income (loss) . . . . . . . . . . 0.61% 0.44% (0.12)%
Portfolio turnover . . . . . . . . . . . . . . . 92% 81% 94%
NET ASSETS - END OF YEAR (000'S OMITTED). . . . . $91,301 $99,666 $121,600
<FN>
1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

PER SHARE DATA FOR THE YEARS ENDED
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD): 12/31/96 12/31/95
<S> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . . . . . $ 11.95 $ 12.92
Income from investment operations:
Net investment income (loss) . . . . . . . . . . 0.05 -
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . . . 1.11 1.93
Total from investment operations . . . . . . . . . 1.16 1.93
Less distributions to shareholders:
From net investment income . . . . . . . . . . . (0.04) -
From net realized gain on investments. . . . . . (0.89) (2.90)
In excess of net realized gain on investments. . (0.09) -
Total distributions to shareholders. . . . . . . . (1.02) (2.90)
NET ASSET VALUE - END OF YEAR. . . . . . . . . . . $ 12.09 $ 11.95
Total return 1 . . . . . . . . . . . . . . . . . . 10.06% 14.70%
Ratios of expenses (to average net assets)/
Supplemental Data:
Expenses . . . . . . . . . . . . . . . . . . . . 1.08% 1.07%
Net investment income (loss) . . . . . . . . . . 0.29% (0.03)%
Portfolio turnover . . . . . . . . . . . . . . . 31% 77%
NET ASSETS - END OF YEAR (000'S OMITTED). . . . . $100,688 $143,003
<FN>
1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

PAGE 25
<PAGE>

FINANCIAL HIGHLIGHTS

TECHNOLOGY SERIES

<TABLE>
<CAPTION>
FOR THE PERIOD
1/1/97 TO
PER SHARE DATA 4/16/97 2 FOR THE YEAR FOR THE YEAR
(FOR A SHARE OUTSTANDING THROUGHOUT (DATE OF FULL ENDED ENDED
EACH PERIOD): REDEMPTION) 12/31/96 12/31/95
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . $ 12.58 $10.71 $11.35
Income from investment operations:
Net investment income. . . . . . . . . 0.02 (0.02) 0.02
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . (0.01) 2.19 4.51
Total from investment operations . . . . . 0.01 2.17 4.53
Less distributions to shareholders:. . . . (0.02) - (0.01)
From net investment income . . . . . . . (3.35) (0.30) (5.16)
From net realized gain on investments. . (9.22) - -
Redemption of capital. . . . . . . . . .(12.59) (0.30) (5.17)
Total distributions to shareholders. . . .$ 0.00 $12.58 $10.71
NET ASSET VALUE - END OF PERIOD. . . . . . -% 1,2 20.90% 40.25%
Total return 3 . . . . . . . . . . . . . . 1.07% 1,2 1.04% 1.12%
Ratios (to average net assets)/Supplemental Data:
Expenses . . . . . . . . . . . . . . . . 0.36% 1,2 (0.17)% 0.13%
Net investment income. . . . . . . . . . 48% 1.07% 1.07%
Portfolio turnover
NET ASSETS - END OF PERIOD (000'S OMITTED) . - $112,432 $53,147
<FN>
1 Annualized.
2 The investment practice of the Fund results in the active operation of the
Series for discrete periods. Previously, the Technology Series was in active
operations from November 4, 1998 to May 11, 1992. On April 16, 1997, the
Technology Series redeemed all shares held; therefore, the ratios presented
may not be representative of an actively traded fund. The Series has not held
any assets or engaged in any operations since that date; therefore, there are
no financial highlights since that date.
3 Represents aggregate total return for the period indicated.
</TABLE>

PAGE26
<PAGE>

FINANCIAL HIGHLIGHTS

INTERNATIONAL SERIES

PER SHARE DATA
(FOR A SHARE OUTSTANDING THROUGHOUT FOR THE YEARS ENDED
EACH PERIOD): 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF YEAR . . . . . . . $15.57 $13.08 $11.54 $ 9.57 $ 9.54
Income from investment operations:
Net investment income. . . . . . 0.11 0.10 0.15 0.15 0.13
Net realized and unrealized gain
(loss) on investments. . . . . . 4.03 2.95 2.99 1.98 0.26
Total from investment operations . . 4.14 3.05 3.14 2.13 0.39
Less distributions to shareholders:
From net investment income . . . .(0.12) (0.11) (0.15) (0.14) (0.12)
From paid-in-capital . . . . . . . - - - - (0.16)
From net realized gain on
investments. . . . . . . . . . . (2.16) (0.45) (1.45) (0.02) (0.08)
Total distributions to shareholders.(2.28) (0.56) (1.60) (0.16) (0.36)
NET ASSET VALUE - END OF YEAR. . . .$17.43 $15.57 $13.08 $11.54 $ 9.57
Total return 1 . . . . . . . . . . 27.44% 23.63% 27.70% 22.35% 4.14%
Ratios to average net assets
Supplemental Data:
Expenses . . . . . . . . . . . 1.12% 1.12% 1.08% 1.12% 1.20%
Net investment income. . . . . 0.52% 0.59% 1.18% 1.46% 1.42%
Portfolio turnover . . . . . . . . 4% 0% 10% 2% 14%
NET ASSETS - END OF YEAR
(000'S OMITTED) . . . . . . . . . . $160,670 $199,259 $199,256 $149,331 $128,294
<FN>
1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.

</TABLE>

PAGE 27
<PAGE>

FINANCIAL HIGHLIGHTS

LIFE SCIENCES SERIES

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
11/5/991 TO 1/1/95 TO
12/31/99 9/21/95 4
PER SHARE DATA
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C>

NET ASSET VALUE - BEGINNING OF PERIOD . . . . .$10.00 $10.43
Income from investment operations:
Net investment income (loss) . . . . . . . . . - 0.06
Net realized and unrealized gain(loss)
on investments. . . . . . . . . . . . . . . . 0.80 4.02
Total from investment operations . . . . . . . . 0.80 4.08
Less distributions to shareholders:
From net investment income . . . . . . . . . . - (.06)
From net realized gain on investments. . . . . - (6.59)
Redemption of capitalization . . . . . . . . . - (7.86)
NET ASSET VALUE - END OF PERIOD. . . . . . . . . $10.80 $ 0.00
Total return 2 . . . . . . . . . . . . . . . . . 8.00% 41.07%
Ratios of expenses (to average net assets)/
Supplemental Data:
Expenses . . . . . . . . . . . . . . . . . . . 1.22%3 1.06%3
Net investment income (loss) . . . . . . . . . 0.02%3 0.57%3
Portfolio turnover . . . . . . . . . . . . . . 10% 28%
NET ASSETS - END OF PERIOD (000'S OMITTED). . . $ 82,770 -
<FN>
1 Recommencement of operations.
2 Represents aggregate total return for the period indicated.
3 Annualized.
4 Date of complete redemption.
</TABLE>

PAGE 28
<PAGE>

FINANCIAL HIGHLIGHTS

GLOBAL FIXED INCOME SERIES

FOR THE FOR THE FOR THE
PER SHARE DATA YEAR ENDED YEAR ENDED PERIOD 10/31/97*
(FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD): . . . . . . 12/31/99 12/31/98 TO 12/31/97
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF PERIOD $ 9.66 $ 10.12 $ 10.00
Income from investment operations:
Net investment income. . . . . . . . 0.61 0.60 0.08
Net realized and unrealized gain
(loss) on investments. . . . . . . . . (0.16) (0.32) 0.12
Total from investment operations . . . . 0.45 0.28 0.20
Less distributions to shareholders:
From net investment income . . . . . .(0.64) (0.63) (0.08)
From realized gain on investments. . .(0.00) (0.11) -
Total distributions to shareholders. . .(0.64) (0.74) (0.08)
NET ASSET VALUE- END OF PERIOD . . . . .$ 9.47 $ 9.66 $ 10.12
Total return1. . . . . . . . . . . . . . 4.71% 2.78% 2.00%
Ratios to average net assets/
Supplemental Data:
Expenses . . . . . . . . . . . . . . . .1.10% 1.10% 1.09%2
Net investment income. . . . . . . . . .5.42% 5.75% 4.75%2
Portfolio turnover . . . . . . . . . . . . 10% 29% 3%
NET ASSETS-END OF PERIOD (000'S OMITTED) $91,661 $118,793 $ 127,172

</TABLE>

PAGE 29
<PAGE>

FINANCIAL HIGHLIGHTS

WORLD OPPORTUNITIES SERIES CLASS A SHARES

FOR THE
FOR THE FOR THE FOR THE PERIOD 9/6/96
PER SHARE DATA YEAR YEAR YEAR (COMMENCEMENT
(FOR A SHARE OUTSTANDING ENDED ENDED ENDED OF OPERATIONS)
THROUGHOUT EACH PERIOD):. . . . 12/31/99 12/31/98 12/31/97 TO 12/31/96
<S> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF PERIOD. . . . . . $ 8.55 $ 9.76 $10.42 $10.00
Income from investment operations:
Net investment income . . . . 0.39 0.12 0.09 0.05
Net realized and unrealized
gain (loss) on investments. . . 3.16 (0.59)1 0.67 0.43
Total from investment operations. 3.55 (0.47) 0.76 0.48
Less distributions to shareholders:
From net investment income. . .(0.28) (0.14) (0.09) (0.05)
From net realized gain on
investments . . . . . . . . .(2.52) (0.60) (1.33) (0.01)
Total distributions to
shareholders . . . . . . . . . . (2.80) (0.74) (1.42) (0.06)
NET ASSET VALUE - END OF PERIOD .$9.30 $8.55 $9.76 $10.42
Total return 2. . . . . . . . . .42.37% (4.38)% 7.81% 4.82%
Ratios of expenses (to average net assets)
Supplemental Data:
Expenses. . . . . . . . . . . . 1.15% 1.13% 1.15% 1.17%3
Net investment income . . . . . 2.19% 2.30% 0.79% 1.54%3
Portfolio turnover. . . . . . . . 23% 52% 62% 1%
NET ASSETS -
END OF PERIOD (000'S OMITTED). $117,248 $215,778 $95,215 $77,338

1 The amount shown for a share outstanding does not correspond with the
aggregate net gain on investments for the period due to timing of sales
and repurchases of Series shares in relation to fluctuating market values
of the investments of the Series.
2 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
3 Annualized.
</TABLE>

PAGE 30
<PAGE>

[This page intentionally blank]

PAGE 31
<PAGE>
EXETER FUND, INC.

SMALL CAP SERIES
COMMODITY SERIES
TECHNOLOGY SERIES
FINANCIAL SERVICES SERIES
INTERNATIONAL SERIES
LIFE SCIENCES SERIES
GLOBAL FIXED INCOME SERIES
WORLD OPPORTUNITIES SERIES

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

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 each 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

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 not 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 32

<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

Small Cap Series

Class A 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]

<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 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

Financial Highlights 13

PAGE 3
<PAGE>

GOALS, STRATEGIES, AND RISKS

INVESTMENT GOAL
Provide long-term growth by investing principally in the common stocks of small
companies.

INVESTMENT STRATEGIES
The Series invests primarily in common stocks of small companies. The Series
defines a small company generally as one with a market capitalization of less
than $1.6 billion .

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 break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

The U.S. stock market goes down .
Small company stocks go down in value or underperform larger company 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.

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in small company stocks. These risks include the
following:
The stocks of small companies may be subject to more abrupt or erratic market
movements than the stocks of larger companies.
The stocks of small companies may be less marketable than the stocks of larger
companies.
Small companies may have limited product lines, markets, or financial
resources, and they may depend on a small management group. As a result,
small companies fail more often than larger companies.

PAGE 4
<PAGE>
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 most
recent activation. 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 Stock Price Index, an unmanaged index of common
stocks, and the Russell 2000 Index, an unmanaged index of small company stocks.

SMALL CAP SERIES CLASS A
% TOTAL RETURN

[BAR CHART SHOWING THE RESULTS AS FOLLOWS: 1993, 14.59%; 1994 8.01%; 1995,
14.07%; 1996, 10.06%; 1997, 12.29%; 1998, -13.59%; and 1999, 9.87% ]

CALENDAR YEARS ENDED DECEMBER 31

AVE. ANNUAL SINCE CURRENT
TOTAL RETURNS ACTIVATION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS ON 4/30/92
<S> <C> <C> <C>
Small Cap Series Class A . . 9.87% 6.10% 8.97%
S&P 500 Index. . . . . . . . 21.04% 28.52% 20.54%
Russell 2000 Index . . . . . 21.26% 16.69% 14.81%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 27.72% in 4th quarter 1992
Lowest:. . . . . . . . . . . -27.96 in 3rd quarter 1998
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you are:
Seeking a long-term investment and are willing to accept the risk of
short-term stock market swings and the increased price volatility of
small cap stocks.
Seeking to diversify your portfolio by adding a small company stock component.

FEES AND EXPENSES OF THE SERIES
This table describes the fees and expenses you may pay if you invest in shares
of the Series.

SMALL CAP SERIES CLASS A

<S> <C>
Shareholder fees (paid directly from your investment). None1
Annual fund operating expenses
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.15%
Total annual fund operating expenses . . . . . . . . . 1.15%2
</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 exchanges in a twelve-month period without charge; subsequent
exchanges are subject to a fee of $15.
2 Total annual fund operating expenses have been restated to reflect current
expenses.

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:

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

OTHER INVESTMENTS
FOREIGN SECURITIES The Series may invest in ADRs and other U.S. dollar
denominated securities of foreign issuers as well as in common stocks of foreign
companies. 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.

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 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.

PAGE 6
<PAGE>
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.

THE DISTRIBUTOR
The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Class A shares of the Series are offered to investors who purchase shares
directly from the distributor or through certain registered investment advisors.
Class A shares of the Series 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
an annual management fee, which is computed daily and payable monthly
at an annual rate of 1.00% of the Series' average daily net assets.
Clients for whom the Advisor provides advisory services pursuant to separate
investment advisory contracts will be separately credited by the Advisor an
amount equal to the portion of their client advisory fee attributable to the
portion of their assets invested in the Series.
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.

DISCRETIONARY ACCOUNT MANAGEMENT
Class A shares of the Series are also offered to the Advisor's clients and
those of its affiliates who have authorized investment in the Series as part of
the discretionary account management services of the Advisor or its affiliates.
Class A shares may also be used in connection with a discretionary account
management service provided by the Advisor that uses shares of the Series as the
principal underlying investment.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

For discretionary account management clients of the Advisor or its affiliates,
investment decisions pertaining to purchases and sales of fund shares are made
at the Advisor's discretion pursuant to authorization received from clients.
The instructions provided below apply to all other investors.

HOW TO BUY SHARES

The minimum initial investment in the 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), 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
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.

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 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 the Series for Class A 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. 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, 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.

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, generally 4:00
p.m. New York time , will be executed at that day's share price. Orders
received in good order 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:
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. NAV is calculated separately for each class of shares. 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, 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.

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.

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 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
Dividends 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.

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 11
<PAGE>
[This page intentionally blank]

PAGE 12
<PAGE>

FINANCIAL HIGHLIGHTS

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

SMALL CAP SERIES CLASS A SHARES 1

For the Years Ended
12/31/99 12/31/98 12/31/97
<S> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
NET ASSET VALUE - BEGINNING OF YEAR. . . . $9.64 $12.05 $12.09
Income from investment operations:
Net investment income (loss) . . . . . . 0.07 0.05 (0.01)
Net realized and unrealized
gain (loss) on investments . . . . . . . 0.88 (1.77) 1.50
Total from investment operations . . . . . 0.95 (1.72) 1.49
Less distributions to shareholders:
From net investment income . . . . . . . (0.06) - (0.01)
From net realized gain on
investments. . . . . . . . . . . . . . . . - (0.69) (1.52)
In excess of net realized gain
On investments . . . . . . . . . . . . . - - -
Total distributions to shareholders. . . . (0.06) (0.69) (1.53)
NET ASSET VALUE - END OF YEAR. . . . . . . $10.53 $ 9.64 $12.05
Total return 1 . . . . . . . . . . . . . . 9.87% (13.59)% 12.29%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses . . . . . . . . . . . . . . . 1.09% 1.09% 1.07%
Net investment income (loss) . . . . . 0.61% 0.44% (0.12)%
Portfolio turnover . . . . . . . . . . 92% 81% 94%
NET ASSETS - END OF YEAR (000'S OMITTED) $91,301 $99,666 $121,600

</TABLE>

For the Years Ended
12/31/96 12/31/95
<S> <C> <C>
Per share data
(for a share outstanding throughout each period):
NET ASSET VALUE - BEGINNING OF YEAR. . . . . . . .$ 11.95 $ 12.92
Income from investment operations:
Net investment income (loss) . . . . . . . . . . 0.05 -
Net realized and unrealized
gain (loss) on investments . . . . . . . . . . . 1.11 1.93
Total from investment operations . . . . . . . . . 1.16 1.93
Less distributions to shareholders:
From net investment income . . . . . . . . . . . (0.04) -
From net realized gain on
Investments. . . . . . . . . . . . . . . . . . . . (0.89) (2.90)
In excess of net realized gain
On investments . . . . . . . . . . . . . . . . . (0.09) -
Total distributions to shareholders. . . . . . . . (1.02) (2.90)
NET ASSET VALUE - END OF YEAR. . . . . . . . . . . $ 12.09 $ 11.95
Total return 1 . . . . . . . . . . . . . . . . . . . 10.06% 14.70%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses . . . . . . . . . . . . . . . . . . . . . 1.08% 1.07%
Net investment income (loss) . . . . . . . . . . . 0.29% (0.03)%
Portfolio turnover . . . . . . . . . . . . . . . . 31% 77%
NET ASSETS - END OF YEAR (000'S OMITTED). . . . . .$100,688 $ 143,003

</TABLE>

PAGE 13
<PAGE>
[This page intentionally blank]

PAGE 14
<PAGE>
[LOGO]

PAGE 15
<PAGE>

EXETER FUND, INC.

Small Cap Series
Class A 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 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

PAGE 16
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

Small Cap Series

Class B, C, D and 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]

<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 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

PAGE 3
<PAGE>

GOALS, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of small
companies.

INVESTMENT STRATEGIES

The Series invests primarily in common stocks of small companies. The Series
defines a small company generally as one with a market capitalization of less
than $1.6 billion.

The Advisor uses a "bottom-up" strategy, focusing on individual security
selection. The Advisor analyzes factors such as the management, financial
condition, and market position of individual companies to select small 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, market share gains in a mature market and high barriers to
entry).
Improving market share in consolidating industries.
Low price relative to fundamental or break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

In addition to the general risks of stock funds, the Series has special risks
due to its concentration in small company stocks. These risks include the
following:

PAGE 4
<PAGE>

SUMMARY OF PAST PERFORMANCE

No Class B, C, D or E shares were outstanding during the past year. Class
B, C, D and E shares would have different performance due to their different
expenses.

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 most
recent activation. 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 Stock Price Index, an unmanaged index of
common stocks, and the Russell 2000 Index, an unmanaged index of small company
stocks.

[Bar chart showing the percent total return for the Small Cap Series Class A
shares for 1993, 1994, 1995, 1996, 1997, 1998 and 1999, with calendar years
ended December 31st. The results are 14.59% for 1993, 8.01% for 1994, 14.70%
for 1995, 10.06% for 1996, 12.29% for 1997, -13.59% in 1998, and 9.87% in
1999. ]

QUARTERLY RETURNS
Highest: . . . . . . . . . . 27.72% in 4th quarter 1992
Lowest:. . . . . . . . . . . -27.96 in 3rd quarter 1998
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you are:
Seeking a long-term investment and are willing to accept the risk of
short-term stock market swings and the increased price volatility of small cap
stocks.
Seeking to diversify your portfolio by adding a small company stock
component.

FEES AND EXPENSES OF THE SERIES

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

SMALL CAP SERIES

Class B Class C Class D Class E
<S> <C> <C> <C> <C>
SHAREHOLDER FEES
(paid directly from your investment) . . . None1 None1 None1 None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from
Assets of the Series)2
Management fee. . . . . . . . . . . . . . . 1.00% 1.00% 1.00% 1.00%
Distribution and service (Rule 12b-1) fees. 1.00% 0.75% 0.50% 0.25%
Other expenses. . . . . . . . . . . . . . . 0.15% 0.15% 0.15% 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES. . . . 2.15%2 1.90%2 1.65%2 1.40%2
<FN>
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 exchanges in a twelve-month period without charge;
subsequent exchanges are subject to a fee of $15.
2 Total annual fund operating expenses have been restated to reflect current
expenses.
</TABLE>

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>
Class B Class C Class D Class E
<S> <C> <C> <C> <C>
1 Years. $ 218 $ 193 $ 168 $ 143
3 Years. $ 673 $ 597 $ 520 $ 443
5 Years. $ 1,154 $ 1,026 $ 897 $ 766
10 Years $ 2,483 $ 2,222 $ 1,955 $ 1,680

</TABLE>

PAGE 5
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PAGE 6
<PAGE>

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.

THE DISTRIBUTOR
The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Class B, C, D and E shares are offered only through a financial
intermediary. Financial intermediaries include financial planners, investment
advisers, broker-dealers or other financial institutions with an agreement with
the distributor. You may only purchase that class of shares which your
financial intermediary sells or services.

Class B shares are only available through broker-dealers who maintain an omnibus
account with the distributor on behalf of investors. Class C shares are
available only through financial intermediaries who establish individual
shareholder accounts with the Fund in the name of investors or maintain certain
types of omnibus accounts with the distributor. Class E shares are only
available through financial intermediaries who provide certain shareholder
services to the Fund. Class D shares are not currently available. Your
financial intermediary can tell you which class of shares is available through
the intermediary.

DISTRIBUTION PLANS

The Fund has adopted Rule 12b-1 distribution plans for the Class B, C, D and E
shares of the Series. Under the plans, the Class B, C, D and E shares pay
distribution and/or service fees (as a percentage of average daily net assets)
equal to: 1.00%, 0.75%, 0.50%, and 0.25%, respectively. These fees are an
ongoing expense and over time may cost you more than other types of sales
charges.

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 an
annual management fee, which is computed daily and payable monthly at an
annual rate of 1.00% of the Series' average daily net assets.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

HOW TO BUY SHARES

Class B, C, D and E shares are available 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 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 or redemptions of
shares of the Series. However, your financial intermediary may charge you a
transaction fee on purchases and redemptions.

THROUGH THE FUND

If your financial intermediary does not provide account maintenance services,
contact the Fund to purchase shares.

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

PAGE 8
<PAGE>

HOW TO REDEEM SHARES

THROUGH THE FUND

If your financial intermediary does not provide account maintenance services,
contact the Fund 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,
generally 4:00 p.m. New York time, will be executed at that day's share price.
Orders received in good order 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.

The Fund has authorized several financial intermediaries to accept purchase and
redemption orders on its behalf, and those 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 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, 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.

PAGE 9
<PAGE>

INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH LOW BALANCES

IN-KIND PURCHASES AND REDEMPTIONS

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:

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

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.

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

TAXES

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
</TABLE>

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.

PAGE 11
<PAGE>
[This page intentionally blank]

PAGE 12
<PAGE>
[LOGO]

PAGE 13
<PAGE>

EXETER FUND, INC.

Small Cap Series

Class B, C, D and E Shares

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

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. 20549-0102 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).

Investment Company Act file no. 811-04087

PAGE 14
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

World Opportunities Series

Class A 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]

<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 approximately $7 billion for individual
and institutional investors.

CONTENTS PAGE

Goal , 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

Financial Highlights 13

PAGE 3
<PAGE>
GOAL, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies located around the world.

INVESTMENT STRATEGIES

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:
U.S. and/or foreign stock markets go down.
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 strategy or security prove to be incorrect.

In addition to the general risks of stock funds, the Series has special risks
due to its focus on foreign stocks. These risks include:

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 4
<PAGE>
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 periods compare to those of the Morgan Stanley
Capital International World Index and the Morgan Stanley Capital International
All Country World ex US Index.

WORLD OPPORTUNITIES SERIES CLASS A
% TOTAL RETURN

[BAR CHART REFLECTING THE RESULTS AS FOLLOWS: 1997, 7.81%; 1998, -4.38%; AND
1999, 42.37% .]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR ON 9/6/96
<S> <C> <C>
World Opportunities Series
Class A. . . . . . . . . . . 42.37% 13.85%
MSCI World Index . . . . . . 24.94% 22.35%
MSCI All Country World
ex US Index. . . . . . . . 31.80% 14.99%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 27.34% in 2nd quarter 1999
Lowest:. . . . . . . . . . . -19.49% in 3rd quarter 1998
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you are seeking a long-term
investment
and are willing to accept the risk of significant price volatility in exchange
for the added diversification of foreign stocks.

FEES AND EXPENSES OF THE SERIES

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

WORLD OPPORTUNITIES SERIES CLASS A
<S> <C>
SHAREHOLDER FEES (paid directly from your investment . None 1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.18%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 1.18% 2
</TABLE>

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:

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C>
$120 $375 $649 $1,432
</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 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 invests principally in the common stocks of
foreign companies, 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.

CURRENCY HEDGING In order to attempt to manage the currency risk associated
with owning and trading foreign securities, the Series may, but is not required
to, hedge against changes in the value of foreign currencies relative to the
U.S. dollar.
The Series primarily uses forward foreign currency exchange contracts for
hedging purposes.

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.

Additional Investment Risks

EMERGING MARKET RISK 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. These characteristics may result
in greater price volatility for investments in emerging markets. This price
volatility may be heightened by currency fluctuations relative to the U.S.
dollar.

RISKS RELATED TO CURRENCY HEDGING The value of the Series' portfolio may
decline if a currency is not hedged and that currency later declines with
respect to the U.S. dollar. There are also additional risks because a hedging
strategy relies upon the ability of the Advisor to accurately predict movements
in currency exchange rates. In addition, there may not be an exact relationship
between changes in the prices of a forward foreign currency exchange contract
and the underlying currency.

THE SERIES' INVESTMENT GOAL

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

PAGE 6
<PAGE>

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.

THE DISTRIBUTOR

The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Class A shares of the Series are offered to investors who purchase shares
directly from the distributor or through certain registered investment advisors.

Class A shares of the Series 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.

DISCRETIONARY ACCOUNT MANAGEMENT

Class A shares of the Series are also offered to the Advisor's clients and those
of its affiliates who have authorized investment in the Series as part of the
discretionary account management services of the Advisor or its affiliates.
Class A shares may also be used in connection with a discretionary account
management service provided by the Advisor that uses shares of the Series as the
principal underlying investment.

PAGE 7
<PAGE>
HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

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), 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
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

AUTOMATIC INVESTMENT PLAN

PAGE 8
<PAGE>

HOW TO EXCHANGE SHARES

You may exchange Class A shares of the Series for Class A 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.

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

PAGE 9
<PAGE>

INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH LOW BALANCES

IN-KIND PURCHASES AND REDEMPTIONS

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:

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. NAV is calculated separately for each class of shares. The Series
calculates its NAV once daily as of the close of regular trading on the NYSE
(generally 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 Series 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 portfolios 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.

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

TAXES

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
Dividends Taxable as ordinary income
</TABLE>

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. Shareholders may be able to claim a credit or
deduction on their income tax returns for their pro rata portion of qualified
taxes paid by the Series to foreign countries. 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 the
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.

PAGE 11
<PAGE>
[This page intentionally blank]

PAGE 12
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Series'
financial performance for
the period since its inception. Certain information reflects financial results
for a single share. The total returns in the table represent the rate that an
investor would have earned on an investment in the Series (assuming reinvestment
of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Series' financial
statements, is included in the annual report, which is available upon request.

WORLD OPPORTUNITIES SERIES CLASS A SHARES

For the
For the For the For the Period 9/6/96
Year Year Year (commencement
Ended Ended Ended of operations)
12/31/99 12/31/98 12/31/97 to 12/31/96
<S> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period)
NET ASSET VALUE - BEGINNING OF PERIOD . $8.55 $9.76 $10.42 $10.00
Income from investment operations:
Net investment income. . . . . . . . . 0.39 0.12 0.09 0.05
Net realized and unrealized gain
(loss) on investments. . . . . . . . . 3.16 (0.59)1 0.67 0.43
Total from investment operations . . . . 3.55 (0.47) 0.76 0.48
Less distributions to shareholders:
From net investment income . . . . . . (0.28) (0.14) (0.09) (0.05)
From net realized gain on investments. (2.52) (0.60) (1.33) (0.01)
Total distributions to shareholders. . . (2.80) (0.74) (1.42) (0.06)
NET ASSET VALUE - END OF PERIOD. . . . . $9.30 $8.55 $9.76 $10.42
Total return 2 . . . . . . . . . . . . . 42.37% (4.38)% 7.81% 4.82%
Ratios of expenses (to average net assets)
Supplemental Data:
Expenses . . . . . . . . . . . . . . . 1.15% 1.13% 1.15% 1.17%3
Net investment income. . . . . . . . . 2.19% 2.30% 0.79% 1.54%3
Portfolio turnover . . . . . . . . . . . 23% 52% 62% 1%
NET ASSETS - END OF
PERIOD (000'S OMITTED) . . . . . . . .$117,248 $215,778 $95,215 $77,338
<FN>

1 The amount shown for a share outstanding does not correspond with the aggregate net gain
on investments for the period due to timing of sales and repurchases of Series shares in
relation to fluctuating market values of the investments of the Series.
2 Represents aggregate total return for the period indicated, and assumes reinvestment of
distributions.
3 Annualized.
</TABLE>

PAGE 13
<PAGE>
[This page intentionally blank]

PAGE 14
<PAGE>
[LOGO]

PAGE 15
<PAGE>

EXETER FUND, INC.

World Opportunities Series
Class A Shares

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

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 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).

Investment Company Act file no. 811-04087

PAGE 16
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

World Opportunities Series

Class B, C, D and 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]

<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 approximately $7 billion for individual
and institutional investors.

CONTENTS PAGE

Goal , 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

PAGE 3
<PAGE>

GOAL, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies located around the world.

INVESTMENT STRATEGIES

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 break-up value.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

U.S. and/or foreign stock markets go down.

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 strategy or security prove to be incorrect.

In addition to the general risks of stock funds, the Series has special risks
due to its focus on foreign stocks. These risks include:

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

Because the Series' investments are often denominated in the currencies
of the countries in which they are located, the value of the Series may be
affected by changes in exchange rates between those foreign currencies and
the U.S. dollar.

Investments in emerging market countries may be more volatile than investments
in more developed markets.

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

SUMMARY OF PAST PERFORMANCE

No Class B, C, D or E shares were outstanding during the past year. Class B,
C, D and E shares would have different performance due to their different
expenses.

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 periods compare to those of the
Morgan Stanley Capital International World Index and the Morgan Stanley Capital
International All Country World ex US Index.

[Bar chart showing the percent total return for the World Opportunities Series
Class A shares for 1997, 1998 and 1999, with calendar years ended December 31st.
The results are 7.81% for 1997, -4.38% in 1998, and 42.37% in 1999. ]

AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR ON 9/6/96
<S> <C> <C>
World Opportunities Series Class A. 42.37% 13.85%
MSCI World Index. . . . . . . . . . 24.94% 22.35%
MSCI All Country World
ex US Index . . . . . . . . . . . 31.80% 14.99%

QUARTERLY RETURNS
Highest:. . . . . . . . . . . . . . 27.34% in 2nd quarter 1999
Lowest: . . . . . . . . . . . . . . -19.49% in 3rd quarter 1998

</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you are seeking a long-term
investment and are willing to accept the risk of significant price volatility in
exchange for the added diversification of foreign stocks.

FEES AND EXPENSES OF THE SERIES

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

WORLD OPPORTUNITIES SERIES

Class B Class C Class D Class E
<S> <C> <C> <C> <C>
Shareholder fees
(paid directly from your investment) None1 None1 None1 None1
Annual fund operating expenses
(expenses that are deducted from
Assets of the Series)2
Management fee 1.00% 1.00% 1.00% 1.00%
Distribution and service (Rule 12b-1) fees 1.00% 0.75% 0.50% 0.25%
Other expenses 0.18% 0.18% 0.18% 0.18%
Total annual fund operating expenses 2.18%2 1.93%2 1.68%2 1.43%2
<FN>
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 exchanges in a twelve-month period without charge; subsequent exchanges
are subject to a fee of $15.

2 Total annual fund operating expenses have been restated to reflect current
expenses.
</TABLE>

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:

Class B Class C Class D Class E
<S> <C> <C> <C> <C>
1 Years. $ 221 $ 196 $ 171 $ 146
3 Years. $ 682 $ 606 $ 530 $ 452
5 Years. $ 1,169 $ 1,042 $ 913 $ 782
10 Years $ 2,513 $ 2,254 $ 1,987 $ 1,713

</TABLE>

MORE ABOUT THE SERIES' INVESTMENTS

CURRENCY HEDGING In order to attempt to manage the currency risk
associated with owning and trading foreign securities, the Series may, but is
not required to, hedge against changes in the value of foreign currencies
relative to the U.S. dollar. The Series primarily uses forward foreign currency
exchange contracts for hedging purposes.

ADDITIONAL INVESTMENT RISKS
EMERGING MARKET RISK 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. These characteristics
may result in greater price volatility for investments in emerging markets.
This price volatility may be heightened by currency fluctuations relative to the
U.S. dollar.

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

PAGE 4
<PAGE>

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.

THE DISTRIBUTOR

The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Class B, C, D and E shares are offered only through a financial
intermediary. Financial intermediaries include financial planners, investment
advisers, broker-dealers or other financial institutions with an agreement with
the distributor. You may only purchase that class of shares which your
financial intermediary sells or services.

DISTRIBUTION PLANS

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
an annual management fee, which is computed daily and payable monthly
at an annual rate of 1.00% of the Series' average daily net assets.
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.

PAGE 5
<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), generally 4:00 p.m. New York time , 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.

THROUGH THE FUND

If your financial intermediary does not provide account maintenance services,
contact the Fund to purchase shares.

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

PAGE 6
<PAGE>

HOW TO REDEEM SHARES

THROUGH THE FUND

If your financial intermediary does not provide account maintenance services,
contact the Fund 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, generally 4:00
p.m. New York time , will be executed at that day's share price. Orders
received in good order 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.

HOW TO EXCHANGE SHARES
You may exchange shares of the Series for the same class of shares of any other
Series of 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

BY TELEPHONE

PAGE 7
<PAGE>

INVESTMENT AND ACCOUNT INFORMATION

ACCOUNTS WITH LOW BALANCES

IN-KIND PURCHASES AND REDEMPTIONS

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:

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. NAV is calculated separately for each class of shares. The Series
calculates its NAV once daily as of the close of regular trading on the NYSE
(generally 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 Series that uses market
quotations to price the same securities.

PAGE 8
<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.

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

TAXES

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
</TABLE>

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. Shareholders may be able to claim a credit or
deduction on their income tax returns for their pro rata portion of qualified
taxes paid by the Series to foreign countries. 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 the
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.

PAGE 9
<PAGE>

[This page intentionally blank]
<PAGE>

[LOGO]
<PAGE>

EXETER FUND, INC.

WORLD OPPORTUNITIES SERIES
CLASS B, C, D AND E SHARES

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

HOW TO OBTAIN THESE REPORTS AND ADDITIONAL INFORMATION

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).

Investment Company Act file no. 811-04087

PAGE 10
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

INTERNATIONAL SERIES

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]

PAGE 1
<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 approximately $7 billion for individual
and institutional investors.

Contents Page

Goal, 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

Financial Highlights 13

PAGE 3
<PAGE>

GOAL, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide long-term growth by investing principally in the common stocks of
companies located outside the United States.

INVESTMENT STRATEGIES

The Series invests primarily in common stocks of foreign companies.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

In addition to the general risks of stock funds, the Series has special risks
due to its focus on foreign stocks. These risks include:

Because the Series is "non-diversified", the performance of a particular
investment or small group of investments may affect the Series more than if it
were diversified.

PAGE 4
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for different periods compare
to those of the Standard & Poor's 500 Index, an unmanaged index of common
stocks, and the Morgan Stanley Capital International All Country World ex US
Index, a market-capitalization-weighted measure of the total return of 1,951
companies listed on the stock exchanges of 47 countries .

INTERNATIONAL SERIES
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1993, 26.05%; 1994, -14.48%; 1995.
4.14%; 1996, 22.35%; 1997, 27.70%; 1998, 23.63%; AND 1999, 27.44%. ]

CALENDAR YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
AVG. ANNUAL
TOTAL RETURNS SINCE INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS ON 8/27/92
<S> <C> <C> <C>
International Series . . . . 27.44% 20.70% 15.74%
S&P 500 Index. . . . . . . . 21.04% 28.52% 21.41%
MSCI All Country World
ex US Index. . . . . . . . 31.80% 12.09% 12.93%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 19.04% in 1st quarter 1998
Lowest:. . . . . . . . . . . -16.96% in 3rd quarter 1998
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you are seeking a long-term
investment and are willing to accept the risk of significant price volatility in
exchange for the added diversification of foreign stocks.

FEES AND EXPENSES OF THE SERIES

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

INTERNATIONAL SERIES

SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . . 1.00%
Distribution and service (Rule 12b-1) fees . . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . . 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 1.15%2
<FN>
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 exchanges in a twelve-month period without charge; subsequent
exchanges are subject to a fee of $15.
2 Total annual fund operating expenses have been restated to reflect current
expenses.
</TABLE>

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>
$117 $ 365 $ 633 $ 1,398
</TABLE>

PAGE 5
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

FOREIGN SECURITIES The Series invests principally in the common stocks of
foreign companies; however, the Series may also invest in American Depository
Receipts (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.

CURRENCY HEDGING In order to attempt to manage the currency risk
associated with owning and trading foreign securities, the Series may, but is
not required to, use several kinds of derivative contracts. The Series
primarily uses forward foreign currency exchange contracts for hedging purposes.
These derivatives may be used to hedge against changes in the value of foreign
currencies relative to the U.S. dollar in connection with specific transactions
or portfolio positions.

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.

ADDITIONAL INVESTMENT RISKS

THE SERIES' INVESTMENT GOAL

THE SERIES' INVESTMENT GOAL (described above under "Goal, Strategies, and
Risks") is a fundamental policy and may not be changed without obtaining the
approval of the Series' shareholders. The Series might not succeed in achieving
its goal.

PAGE 6
<PAGE>

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.

THE DISTRIBUTOR
The distributor of the Series' shares is Manning & Napier Investor
Services, Inc. Shares of the Series are offered to investors who purchase
shares directly from the distributor or through certain registered investment
advisors.

Shares of the International Series 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
an annual management fee, which is computed daily and payable monthly
at an annual rate of 1.00% of the Series' average daily net assets.

Clients for whom the Advisor provides advisory services pursuant to
separate investment advisory contracts will be separately credited by the
Advisor an amount equal to the portion of their client advisory fee attributable
to the portion of their assets invested in the Series.

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.

DISCRETIONARY ACCOUNT MANAGEMENT
Shares of the Series are also offered to the Advisor's clients and those of
its affiliates who have authorized investment in the Series as part of the
discretionary account management services of the Advisor or its affiliates.
Shares may also be used in connection with a discretionary account management
service provided by the Advisor that uses shares of the Series as the principal
underlying investment.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

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), 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 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

AUTOMATIC INVESTMENT PLAN

PAGE 8
<PAGE>

HOW TO EXCHANGE SHARES

You may exchange shares of the Series for Class A 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.

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, the 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, the 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

PAGE 9
<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.

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:

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. NAV is calculated separately for each class of shares. The Series
calculates its NAV once daily as of the close of regular trading on the NYSE
(generally 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 Series that uses market
quotations to price the same securities.

PAGE 10
<PAGE>

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 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 Series. 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

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
</TABLE>

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. Shareholders may be able to claim a credit or
deduction on their income tax returns for their pro rata portion of qualified
taxes paid by the Series to foreign countries. 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 the
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.

PAGE 11
<PAGE>
[This page intentionally blank]

PAGE 12
<PAGE>

FINANCIAL HIGHLIGHTS

INTERNATIONAL SERIES

FOR THE YEARS ENDED
PER SHARE DATA 12/31/99 12/31/98 12/31/97
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR. . . $ 15.57 $13.08 $11.54
Income from investment operations:
Net investment income. . . . . . . . . . 0.11 0.10 0.15
Net realized and unrealized gain
(loss) on investments. . . . . . . . . . 4.03 2.95 2.99
Total from investment operations . . . . . 4.14 3.05 3.14
Less distributions to shareholders:
From net investment income . . . . . . . (0.12) (0.11) (0.15)
From paid-in-capital . . . . . . . . . . - - -
From net realized gain on investments. . (2.16) (0.45) (1.45)
Total distributions to shareholders. . . . (2.28) (0.56) (1.60)
NET ASSET VALUE - END OF YEAR. . . . . . . $ 17.43 $ 15.57 $ 13.08
Total return 1 . . . . . . . . . . . . . . 27.44% 23.63% 27.70%
Ratios to average net assets
Supplemental Data:
Expenses . . . . . . . . . . . . . . . 1.12% 1.12% 1.08%
Net investment income. . . . . . . . . 0.52% 0.59% 1.18%
Portfolio turnover . . . . . . . . . . . . 4% 0% 10%
NET ASSETS - END OF YEAR (000'S OMITTED) . $160,670 $199,259 $199,256
<FN>

1 Represents aggregate total return for the period indicated, and
assumes reinvestment of distributions.
</TABLE>

FOR THE YEARS ENDED
PER SHARE DATA 12/31/96 12/31/95
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
<S> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR. . . . $ 9.57 $ 9.54
Income from investment operations:
Net investment income. . . . . . . . . . . 0.15 0.13
Net realized and unrealized gain
(loss) on investments. . . . . . . . . . . 1.98 0.26
Total from investment operations . . . . . . 2.13 0.39
Less distributions to shareholders:
From net investment income . . . . . . . . (0.14) (0.12)
From paid-in-capital . . . . . . . . . . . - (0.16)
From net realized gain on investments. . . (0.02) (0.08)
Total distributions to shareholders. . . . . (0.16) (0.36)
NET ASSET VALUE - END OF YEAR. . . . . . . . $ 11.54 $ 9.57
Total return 1 . . . . . . . . . . . . . . . 22.35% 4.14%
Ratios to average net assets
Supplemental Data:
Expenses . . . . . . . . . . . . . . . . 1.12% 1.20%
Net investment income. . . . . . . . . . 1.46% 1.42%
Portfolio turnover . . . . . . . . . . . . . 2% 14%
NET ASSETS - END OF YEAR (000'S OMITTED) . . $149,331 $128,294
<FN>

1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

PAGE 13
<PAGE>

[This page intentionally blank]

PAGE 14
<PAGE>

[LOGO]

PAGE 15
<PAGE>

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

EXETER FUND, INC.

INTERNATIONAL SERIES

HOW TO OBTAIN THESE REPORTS AND ADDITIONAL INFORMATION

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).

Investment Company Act file no. 811-04087

PAGE 16

<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

OHIO TAX EXEMPT SERIES

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]

<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 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

Financial Highlights 13

PAGE 3
<PAGE>

GOALS, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide as high a level of current income exempt from federal income tax and
Ohio State personal income tax as the Advisor believes is consistent with the
preservation of capital.

INVESTMENT STRATEGIES

The Series invests primarily in municipal bonds and other securities with income
that is exempt from federal income tax and Ohio personal income tax. The main
issuers of these securities are state and local agencies in Ohio. In selecting
investments for the Series, the Advisor attempts to balance the Series' goals of
high income and capital preservation. With this approach, the Advisor attempts
to build a portfolio that it believes provides the opportunity to earn current
income; however, the Advisor will only purchase investment grade
securities and will maintain other selection criteria in an attempt to avoid
permanent capital loss.

MATURITY

The Series is not subject to any maturity restrictions but will vary its
maturity depending on the Advisor's outlook for interest rates.

CREDIT QUALITY

The Series' investments will be limited to investment grade securities.

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 security or sector. In analyzing the
relative attractiveness of sectors and individual securities, the Advisor
considers:
The interest rate sensitivity of each security.
The narrowing or widening of interest rate spreads between sectors, securities
of different credit quality or securities of different maturities.

PRINCIPAL RISKS OF INVESTING IN THE SERIES

Interest rates go up, which will make bond prices go down and reduce the value
of the Series' portfolio. The risk will be higher when the Series is invested
in longer-term bonds than when it is invested in bonds with shorter maturities,
because longer-term bonds are generally more sensitive to interest rate changes.
Changes in the value of portfolio securities will not affect interest income
derived from those securities, but will affect the value of the Series'
portfolio.
The issuer of a bond owned by the Series defaults on its obligation to pay
principal or interest or has its credit rating downgraded.

The Advisor's judgments about the attractiveness, relative value or potential
appreciation of a particular security or sector prove to be incorrect.

In addition to the general risks of bond funds, this Series has the following
special risks:
Concentration in Ohio tax exempt securities may lead to more volatility than
if the Series invested in securities from a number of different states.
The Series is sensitive to political, economic, or demographic developments
within the state, public authorities, or political subdivisions.

The Series is subject to the risk that its market segment (Ohio tax exempt
securities) may underperform other fixed income market segments or the fixed
income markets as a whole.

PAGE 4
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for the Series for different
periods compared to those of the Merrill Lynch Intermediate Municipal Index.
The Merrill Lynch Intermediate Municipal Index is a market value weighted
measure of approximately 110 municipal bonds issued across the United
States. The index is comprised of investment grade securities.

OHIO TAX EXEMPT SERIES
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1995, 17.14%; 1996, 3.16%; 1997,
7.91%; 1998, 5.35%; AND 1999, -5.07% .]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL SINCE
TOTAL RETURNS INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS ON 2/14/94
<S> <C> <C> <C>
Ohio Tax Exempt Series . . . -5.07% 5.45% 3.48%
Merrill Lynch Intermed.
Municipal Index. . . . . . -0.01% 6.30% 4.81%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 7.36% in 1st quarter 1995
Lowest:. . . . . . . . . . . -2.50% in 2nd quarter of 1999
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you:
pay Ohio personal income tax
are in a high federal and state income tax bracket
are seeking a regular stream of income

FEES AND EXPENSES OF THE SERIES

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

OHIO TAX EXEMPT SERIES

SHAREHOLDER FEES (paid directly from your investment) NONE 1
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 . . . . . . . . . . . . . . . . . . . . . 0.79%
Total annual Fund operating expenses . . . . . . . . . . 1.29% 2
Less fee waivers and expense reimbursements. . . . . . . (0.44)% 3
Net Expenses . . . . . . . . . . . . . . . . . . . . . . 0.85%
<FN>

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 Total annual fund operating expenses have been restated to reflect current
expenses.
3 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 0.85% of the Series' average daily net assets. This contractual
waiver will remain in effect until at least April 30, 2001 and may be extended.
</TABLE>

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:

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C>
$87* $366* $665* $1,518*
</TABLE>

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

PAGE 5
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

TAX EXEMPT SECURITIES The Series may invest in fixed income securities of any
maturity or duration. These securities may be issued by the State of Ohio and
its political subdivisions, agencies and instrumentalities or by other
governmental entities. These issuers may also be located in the District of
Columbia, Puerto Rico, and other U.S. territories and possessions. The Series
has a fundamental investment policy of investing at least 80% of its net assets
in Ohio tax exempt securities, except when investing for defensive purposes
during times of adverse market conditions.

TAXABLE INVESTMENTS The Series may also invest in taxable obligations or hold
its assets in money market instruments or cash. These investments could lead
the Series to make a taxable distribution to shareholders. Taxable investments
in which the Series may invest could include obligations of the U.S. government,
its agencies or instrumentalities; obligations issued by governmental issuers in
other states, the interest on which would be exempt from federal income tax; or
other fixed-income securities the Advisor considers appropriate.

ADDITIONAL INFORMATION REGARDING CONCENTRATION IN OHIO TAX EXEMPT SECURITIES
This Series will be particularly sensitive to economic and political
developments in the State of Ohio. Constitutional or statutory requirements may
limit the state's power to raise revenues or increase taxes and to meet its
obligations. In addition, changes to Ohio laws or regulations may impair the
ability of issuers of municipal securities to repay principal or to pay
interest. The amount of information about the condition of an issuer of Ohio
tax exempt securities may not be as extensive as information regarding a
corporate issuer whose securities are publicly traded.

ADDITIONAL INVESTMENT RISKS
LOWER-RATED INVESTMENT GRADE SECURITIES The Series limits its investments to
investment grade securities. Securities with the lowest ratings within the
investment grade category carry more risk than those with the highest ratings.
When the Series invests in Ohio tax exempt securities in the lower rating
categories, the achievement of its goals is more dependent on the Advisor's
ability than would be the case if the Series were to invest in higher-rated
securities. The Advisor seeks to minimize this risk through investment analysis
and attention to current developments in interest rates and economic conditions.

THE SERIES' INVESTMENT GOAL

The Series' investment goal (described above under "Goal, Strategies, and
Risks") is a fundamental policy and may not be changed without obtaining the
approval of the Series' shareholders. The Series might not succeed in achieving
its goal.

PAGE 6
<PAGE>

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.

THE DISTRIBUTOR

The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Shares are offered to investors who purchase shares directly from the
distributor or through certain registered investment advisors. Shares of the
Ohio Tax Exempt Series 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
an annual management fee, which is computed daily and payable monthly
at an annual rate of 0.50% of the Series' average daily net assets.

DISCRETIONARY ACCOUNT MANAGEMENT

Shares of the Series are also offered to the Advisor's clients and those of its
affiliates who have authorized investment in the Series as part of the
discretionary account management services of the Advisor or its affiliates.
Shares may also be used in connection with a discretionary account management
service provided by the Advisor that uses shares of the Series as the principal
underlying investment.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

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), 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
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

AUTOMATIC INVESTMENT PLAN

PAGE 8
<PAGE>

HOW TO EXCHANGE SHARES

You may exchange shares of a Series for Class A 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.

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.
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.

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, generally
4:00 p.m. New York time , will be executed at that day's share price.
Orders received in good order 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

IN-KIND PURCHASES AND REDEMPTIONS

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

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Series generally:
Pays dividends four times a year, in March, June, September, and 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.

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
Tax Exempt Income . . . . . . . . . . Free of federal income tax
</TABLE>

The Series intends to pay exempt-interest dividends quarterly. These dividends
are exempt from regular federal income tax, but they may have other tax
consequences, including alternative minimum tax. Under Ohio law, dividends that
are derived from interest payments on Ohio obligations and are exempt from gross
income for federal income tax are also exempt from Ohio State income tax, Ohio
school district income taxes, and Ohio municipal income taxes for individuals
who reside in Ohio.

Distributions of capital gains are exempt from Ohio State income tax, Ohio
school district income taxes, and Ohio municipal income taxes, and the net
income base of the Ohio corporation franchise tax to the extent that they are
due to profit made on the sale, exchange, or other disposition by the Series of
Ohio State securities.

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.

PAGE 10
<PAGE>
[This page intentionally blank]

PAGE 11
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Series'
financial performance for the period since its inception. Certain information
reflects financial results for a single share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Series (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Series' financial statements, is included in the annual report, which
is available upon request.

OHIO TAX EXEMPT SERIES

Per share data (for a share outstanding For the Years Ended
throughout each period): 12/31/99 12/31/98 12/31/97
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . $ 10.66 $ 10.53 $ 10.18
Income from investment operations:
Net investment income* . . . . . . . . . 0.49 0.43 0.45
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . (1.02) 0.13 0.34
Total from investment operations . . . . . (0.53) 0.56 0.79
Less distributions to shareholders:
From net investment income . . . . . . . . (0.49) (0.43) (0.44)
From net realized gain on investments. . . (0.08) - -
Total distributions to shareholders. . . . . (0.57) (0.43) (0.44)
NET ASSET VALUE - END OF YEAR. . . . . . . $ 9.56 $ 10.66 $ 10.53
Total return1. . . . . . . . . . . . . . . (5.07)% 5.35% 7.92%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses*. . . . . . . . . . . . . . . . . 0.83% 0.79% 0.79%
Net investment income* . . . . . . . . . . 4.39% 4.10% 4.37%
Portfolio turnover . . . . . . . . . . . . . 4% 5% 12%
NET ASSETS - END OF YEAR (000'S OMITTED) . .$7,359 $12,569 $ 9,306
<FN>
*The investment advisor did not impose all or a portion of its management fee
and in some periods paid a portion of the Fund's expenses. If these expenses
had been incurred by the Fund, the net investment income per share and the
ratios would have been as follows:
Net investment income N/A N/A N/A
Ratios (to average net assets):
Expenses N/A N/A N/A
Net investment income N/A N/A N/A

1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

Per share data (for a share outstanding For the Years Ended
throughout each period): 12/31/96 12/31/95
<S> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . . . . . $ 10.31 $ 9.18
Income from investment operations:
Net investment income* . . . . . . . . . . . . . . 0.44 0.42
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . . . . (0.13) 1.14
Total from investment operations . . . . . . . . . . 0.31 1.56
Less distributions to shareholders:
From net investment income . . . . . . . . . . . . (0.44) (0.43)
From net realized gain on investments. . . . . . . (0.00) -
Total distributions to shareholders. . . . . . . . . (0.44) (0.43)
NET ASSET VALUE - END OF YEAR. . . . . . . . . . . . $ 10.18 $ 10.31
Total return1. . . . . . . . . . . . . . . . . . . . 3.16% 17.14%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses*. . . . . . . . . . . . . . . . . . . . . 0.85% 0.85%
Net investment income* . . . . . . . . . . . . . . 4.40% 4.50%
Portfolio turnover . . . . . . . . . . . . . . . . . 2% 1%
NET ASSETS - END OF YEAR (000'S OMITTED) . . . . . . $ 7,698 $ 6,144
<FN>
*The investment advisor did not impose all or a portion of its management fee
and in some periods paid a portion of the Fund's expenses. If these expenses
had been incurred by the Fund, the net investment income per share and the
ratios would have been as follows:
Net investment income $0.44 $0.41
Ratios (to average net assets):
Expenses 0.87% 0.94%
Net investment income 4.38% 4.41%

1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

PAGE 12
<PAGE>
[This page intentionally blank

PAGE 13
<PAGE>
[LOGO]

PAGE 14
<PAGE>

EXETER FUND, INC.

OHIO TAX EXEMPT SERIES

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

HOW TO OBTAIN THESE REPORTS AND ADDITIONAL INFORMATION

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 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 15
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

NEW YORK TAX EXEMPT SERIES

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]

<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 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

Financial Highlights 13

PAGE 3
<PAGE>

GOAL, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide as high a level of current income exempt from federal income tax and New
York State personal income tax as the Advisor believes is consistent with the
preservation of capital.

INVESTMENT STRATEGIES

The Series invests primarily in municipal bonds and other securities with income
that is exempt from federal income tax and New York State personal
income tax. The main issuers of these securities are state and local agencies
in New York. In selecting investments for the Series, the Advisor attempts to
balance the Series' goals of high income and capital preservation. With this
approach, the Advisor attempts to build a portfolio that it believes provides
the opportunity to earn current income; however , the Advisor will only
purchase investment grade securities and will maintain other selection
criteria in an attempt to avoid permanent capital loss.

MATURITY

The Series is not subject to any maturity restrictions but will vary its
maturity depending on the Advisor's outlook for interest rates.

CREDIT QUALITY

The Series' investments will be limited to investment grade securities.

BOND SELECTION PROCESS

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 risk will be higher when the Series is invested
in longer-term bonds than when it is invested in bonds with shorter
maturities, because longer-term bonds are generally more sensitive to
interest rate changes.
Changes in the value of portfolio securities will not affect interest income
derived from those securities, but will affect the value of the Series'
portfolio.
The issuer of a bond owned by the Series defaults on its obligation to pay
principal or interest or has its credit rating downgraded.
The Advisor's judgments about the attractiveness, relative value or potential
appreciation of a particular security or sector prove to be incorrect.

In addition to the general risks of bond funds, this Series has the following
special risks:

Concentration in New York tax exempt securities may lead to more volatility
than if the Series invested in securities from a number of different states.
The Series is sensitive to political, economic, or demographic developments
within the state, public authorities, or political subdivisions, particularly
the New York City area.
The Series is subject to the risk that its market segment (New York tax exempt
securities) may underperform other fixed income market segments or the fixed
income markets as a whole.
Both New York State and New York City have experienced financial and budgetary
difficulties in the past. Future financial and budgetary problems could
adversely affect all issuers of New York tax exempt securities.

PAGE 4
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for the Series for different
periods compared to those of the Merrill Lynch Intermediate Municipal Index.
The Merrill Lynch Intermediate Municipal Index is a market value weighted
measure of approximately 110 municipal bonds issued across the United
States. The index is comprised of investment grade securities.

NEW YORK TAX EXEMPT SERIES
% TOTAL RETURN

[BAR CHART REFLECTING RESULTS AS FOLLOWS: 1995, 16.78%; 1996, 3.32%; 1997,
8.33%; 1998, 5.53%; AND 1999, -3.92. ]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL SINCE
TOTAL RETURNS INCEPTION
(FOR PERIODS ENDED 12/31/99) 1 YEAR 5 YEARS 1/17/94
<S> <C> <C> <C>
New York Tax Exempt Series . -3.92% 5.79% 3.60%
Merrill Lynch Intermed.
Municipal Index. . . . . . -0.01% 6.30% 4.76%

QUARTERLY RETURNS
Highest: . . . . . . . . . . 6.69% in 1st quarter 1995
Lowest:. . . . . . . . . . . -2.34% in 2nd quarter 1999
</TABLE>

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

WHO MAY WANT TO INVEST

The Series may be an appropriate investment if you:
pay New York personal income tax
are in a high income tax bracket
are seeking a regular stream of income

FEES AND EXPENSES OF THE SERIES

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

NEW YORK TAX EXEMPT SERIES

<S> <C>
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 . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . 0.19%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 0.69%2
<FN>
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 exchanges in a twelve-month period without charge; subsequent
exchanges are subject to a fee of $15.
2 Total annual fund operating expenses have been restated to reflect current
expenses.
</TABLE>

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>
$70 $221 $384 $859
</TABLE>

PAGE 5
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS

TAX EXEMPT SECURITIES The Series may invest in fixed income securities of any
maturity or duration. These securities may be issued by the State of New York
and its political subdivisions, agencies and instrumentalities or by other
governmental entities. These issuers may also be located in the District of
Columbia, Puerto Rico, and other U.S. territories and possessions. The Series
has a fundamental investment policy of investing at least 80% of its net assets
in New York tax exempt securities, except when investing for defensive purposes
during times of adverse market conditions.

ADDITIONAL INFORMATION REGARDING CONCENTRATION IN NEW YORK TAX EXEMPT
SECURITIES This Series will be particularly sensitive to economic and political
developments in the State of New York. Constitutional or statutory requirements
may limit the state's power to raise revenues or increase taxes and to meet its
obligations. In addition, changes to New York laws or regulations may impair
the ability of issuers of municipal securities to repay principal or to pay
interest. The amount of information about the condition of an issuer of New
York tax exempt securities may not be as extensive as information regarding a
corporate issuer whose securities are publicly traded.

ADDITIONAL INVESTMENT RISKS
Lower-rated investment grade securities
The Series limits its investments to investment grade securities. Securities
with the lowest ratings within the investment grade category carry more risk
than those with the highest ratings. When the Series invests in New York tax
exempt securities in the lower rating categories, the achievement of its goals
is more dependent on the Advisor's ability than would be the case if the Series
were to invest in higher-rated securities. The Advisor seeks to minimize this
risk through investment analysis and attention to current developments in
interest rates and economic conditions.

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 goals.

THE SERIES' INVESTMENT GOAL

PAGE 6
<PAGE>

MANAGEMENT

THE ADVISOR

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

THE DISTRIBUTOR

The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Shares are offered to investors who purchase shares directly from the
distributor or through certain registered investment advisors. Shares of the
New York Tax Exempt Series 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

DISCRETIONARY ACCOUNT MANAGEMENT

Shares of the Series are also offered to the Advisor's clients and those of
its affiliates who have authorized investment in the Series as part of the
discretionary account management services of the Advisor or its affiliates.
Shares may also be used in connection with a discretionary account management
service provided by the Advisor that uses shares of the Series as the principal
underlying investment.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

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), 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 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

PAGE 8
<PAGE>

HOW TO EXCHANGE SHARES

You may exchange shares of the Series for Class A 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.

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.
Provide both account numbers.

BY TELEPHONE

HOW TO REDEEM SHARES

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 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

IN-KIND PURCHASES AND REDEMPTIONS

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

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Series generally:
Pays dividends four times a year, in March, June, September, and 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.

TAXES

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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
Tax Exempt Income . . . . . . . . . . Free of federal income tax
</TABLE>

The Series intends to pay exempt-interest dividends quarterly. These dividends
are exempt from regular federal income tax, but they may have other tax
consequences, including alternative minimum tax. Under New York law, dividends
that are derived from interest payments on New York obligations and are exempt
from gross income for federal income tax are also exempt from New York State and
New York City income tax for individuals who reside in New York. Other
distributions, including short-term and long-term capital gains distributions,
are generally taxable.

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.

PAGE 10
<PAGE>
[This page intentionally blank]

PAGE 11
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Series'
financial performance for
the period since its inception. Certain information reflects financial results
for a single share. The total returns in the table represent the rate that an
investor would have earned on an investment in the Series (assuming reinvestment
of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Series' financial
statements, is included in
the annual report, which is available upon request.

NEW YORK TAX EXEMPT SERIES

For the Years Ended
Per share data (for a share outstanding 12/31/99 12/31/98 12/31/97
throughout each period):
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . $10.51 $ 10.37 $ 9.98
Income from investment operations:
Net investment income. . . . . . . . . . 0.46 0.43 0.43
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . (0.87) 0.14 0.39
Total from investment operations . . . . . (0.41) 0.57 0.82
Less distributions to shareholders:
From net investment income . . . . . . (0.47) (0.43) (0.43)
From net realized gain on investments. . (0.01) - -
Total distributions to shareholders. . . . (0.48) (0.43) (0.43)
NET ASSET VALUE - END OF YEAR. . . . . . .$ 9.62 $ 10.51 $ 10.37
Total return1. . . . . . . . . . . . . . . (3.92)% 5.53% 8.33%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses . . . . . . . . . . . . . . . . 0.60% 0.61% 0.61%
Net investment income. . . . . . 4.45% 4.17% 4.36%
Portfolio turnover . . . . . . . . 0% 3% 2%
NET ASSETS - END OF YEAR (000's omitted) .$51,311 $60,772 $ 45,681
<FN>
1 Represents aggregate total return for the period indicated and assumes
reinvestment of distributions.
</TABLE>

For the Years Ended
Per share data (for a share outstanding 12/31/96 12/31/95
throughout each period):
<S> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR . . . . . $ 10.07 $ 8.98
Income from investment operations:
Net investment income. . . . . . . . . . . . 0.42 0.40
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . (0.10) 1.09
Total from investment operations . . . . . . . 0.32 1.49
Less distributions to shareholders:
From net investment income . . . . . . . . . . (0.41) (0.40)
From net realized gain on investments. . . . . - -
Total distributions to shareholders. . . . . . . (0.41) (0.40)
NET ASSET VALUE - END OF YEAR. . . . . . . . . . $ 9.98 $ 10.07
Total return1. . . . . . . . . . . . . . . 3.32% 16.78%
Ratios of expenses (to average net assets)/Supplemental Data:
Expenses . . . . . . . . . . . . . . . . . . . 0.61% 0.65%
Net investment income. . . . . . . . . . . . . 4.41% 4.36%
Portfolio turnover . . . . . . . . . . . . . . . 6% 0%
NET ASSETS - END OF YEAR (000's omitted) . . . . $37,325 $ 28,817
<FN>

1 Represents aggregate total return for the period indicated and assumes
reinvestment of distributions.
</TABLE>

PAGE 12
<PAGE>
[This page intentionally blank]

PAGE 13
<PAGE>
[LOGO]

PAGE 14
<PAGE>
EXETER FUND, INC.

NEW YORK TAX EXEMPT SERIES

SHAREHOLDER REPORTS AND THE STATEMENT OF ADDITIONAL INFORMATION (SAI)

HOW TO OBTAIN THESE REPORTS AND ADDITIONAL INFORMATION

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).

Investment Company Act file no. 811-04087

PAGE 15
<PAGE>

Prospectus
May 1, 2000

EXETER FUND, INC.

DIVERSIFIED TAX EXEMPT SERIES

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]

<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 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

Financial Highlights 13

PAGE 3
<PAGE>

GOAL, STRATEGIES, AND RISKS

INVESTMENT GOAL

Provide as high a level of current income exempt from federal income tax as the
Advisor believes is consistent with the preservation of capital.

INVESTMENT STRATEGIES

The Series invests primarily in municipal bonds and other securities with income
that is exempt from federal income tax. The main issuers of these securities
are state and local agencies. In selecting investments for the Series, the
Advisor attempts to balance the Series' goals of high income and capital
preservation. With this approach, the Advisor attempts to build a portfolio
that it believes provides the opportunity to earn current income;
however , the Advisor will only purchase investment grade securities
and will maintain other selection criteria in an attempt to avoid permanent
capital loss.

MATURITY

The Series is not subject to any maturity restrictions but will vary its
maturity depending on the Advisor's outlook for interest rates.

CREDIT QUALITY

The Series' investments will be limited to investment grade securities.

BOND SELECTION PROCESS

The interest rate sensitivity of each security.

The narrowing or widening of interest rate spreads between sectors, securities
of different credit quality or securities of different maturities.

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 risk will be higher when the Series is invested
in longer-term bonds than when it is invested in bonds with shorter maturities,
because longer-term bonds are generally more sensitive to interest rate changes.
Changes in the value of portfolio securities will not affect interest income
derived from those securities, but will affect the value of the Series'
portfolio.

The issuer of a bond owned by the Series defaults on its obligation to pay
principal or interest or has its credit rating downgraded.

The Advisor's judgments about the attractiveness, relative value or potential
appreciation of a particular security or sector prove to be incorrect.

In addition to the general risks of bond funds, the Series is subject to the
risk that its market segment (tax exempt securities) may underperform other
fixed income market segments or the fixed income markets as a whole.

PAGE 4
<PAGE>

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
Series for each full calendar year since its inception. The total return table
shows how the average annual total returns for the Series for different
periods compared to those of the Merrill Lynch Intermediate Municipal Index.
The Merrill Lynch Intermediate Municipal Index is a market value weighted
measure of approximately 110 municipal bonds issued across the United
States. The index is comprised of investment grade securities.

DIVERSIFIED TAX EXEMPT SERIES
% TOTAL RETURN

[BAR CHART REFLECTING THE RESULTS AS FOLLOWS: 1995, 16.29%; 1996, 3.33%; 1997,
7.92%; 1998, 5.50%; AND 1999, -4.67%. ]

CALENDAR YEARS ENDED DECEMBER 31

AVG. ANNUAL SINCE
TOTAL RETURNS INCEPTION
(FOR PERIODS ENDED 12/31/99) 1YEAR 5 YEARS ON 2/14/94
<S> <C> <C> <C>
Diversified Tax Exempt Series -4.67% 5.45% 3.64%
Merrill Lynch Intermed.
Municipal Index -0.01% 6.30% 4.81%

QUARTERLY RETURNS
Highest: 6.48% in 1st quarter 1995
Lowest: -2.48% in 2nd quarter 1999

</TABLE>

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

WHO MAY WANT TO INVEST

This Series may be an appropriate investment if you:

are in a high federal income tax bracket
are seeking a regular stream of income

FEES AND EXPENSES OF THE SERIES

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

DIVERSIFIED TAX EXEMPT SERIES

<S> <C>
SHAREHOLDER FEES (paid directly from your investment) None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from assets of the Series)
Management fee . . . . . . . . . . . . . . . . . . . 0.50%
Distribution and service (Rule 12b-1) fees . . . . . None
Other expenses . . . . . . . . . . . . . . . . . . . 0.32%
TOTAL ANNUAL FUND OPERATING EXPENSES . . . . . . . . . 0.82%2
<FN>
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 exchanges in a twelve-month period without charge; subsequent
exchanges are subject to a fee of $15.
2 Total annual fund operating expenses have been restated to reflect current
expenses.
</TABLE>

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:

After After After After
1 year 3 years 5 years 10 years
<S> <C> <C> <C>
$84 $262 $455 $1,014
</TABLE>

PAGE 5
<PAGE>

MORE ABOUT THE SERIES' INVESTMENTS

PRINCIPAL INVESTMENTS
TAX EXEMPT SECURITIES
The Series may invest in fixed income securities of any maturity or duration.
These securities may be issued by a state and its political subdivisions,
agencies and instrumentalities or by other governmental entities. These issuers
may also be located in the District of Columbia, Puerto Rico, and other U.S.
territories and possessions. The Series has a fundamental investment policy of
investing at least 80% of its net assets in tax exempt securities, except when
investing for defensive purposes during times of adverse market conditions.

TAXABLE INVESTMENTS
The Series may also invest in taxable obligations or hold its assets in money
market instruments or cash. These investments could lead the Series to make
a taxable distribution to shareholders. Taxable investments in which the
Series may invest could include obligations of the U.S. government, its
agencies or instrumentalities or other fixed-income securities the Advisor
considers appropriate.

ADDITIONAL INVESTMENT RISKS
LOWER-RATED INVESTMENT GRADE SECURITIES
The Series limits its investments to investment grade securities. Securities
with the lowest ratings within the investment grade category carry more risk
than those with the highest ratings. When the Series invests in tax exempt
securities in the lower rating categories, the achievement of its goals is more
dependent on the Advisor's ability than would be the case if the Series were to
invest in higher-rated securities. The Advisor seeks to minimize this risk
through investment analysis and attention to current developments in interest
rates and economic conditions.

THE SERIES' INVESTMENT GOAL
The Series' investment goal (described above under "Goal, Strategies, and
Risks") is a fundamental policy and may not be changed without obtaining the
approval of the Series' shareholders. The Series might not succeed in achieving
its goal.

PAGE 6
<PAGE>

MANAGEMENT

THE ADVISOR

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

THE DISTRIBUTOR

The distributor of the Series' shares is Manning & Napier Investor Services,
Inc. Shares are offered to investors who purchase shares directly from the
distributor or through certain registered investment advisors. Shares of the
Diversified Tax Exempt Series 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

DISCRETIONARY ACCOUNT MANAGEMENT

Shares of the Series are also offered to the Advisor's clients and those of
its affiliates who have authorized investment in the Series as part of the
discretionary account management services of the Advisor or its affiliates.
Shares may also be used in connection with a discretionary account management
service provided by the Advisor that uses shares of the Series as the principal
underlying investment.

PAGE 7
<PAGE>

HOW TO BUY, EXCHANGE, AND REDEEM SHARES

DISCRETIONARY CLIENTS

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), 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
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

AUTOMATIC INVESTMENT PLAN

HOW TO EXCHANGE SHARES

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.
Provide both account numbers.

BY TELEPHONE

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, generally 4:00
p.m. New York time , will be executed at that day's share price. Orders
received in good order 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 and the 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 8
<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.

The transfer agent will accept signature guarantees from:

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

PAGE 9
<PAGE>

DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The Series generally:

Pays dividends four times a year, in March, June, September, and 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 Series. 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
Dividends . . . . . . . . . . . . . . Taxable as ordinary income
Tax Exempt Income . . . . . . . . . . Free of federal income tax

</TABLE>

The Series intends to pay exempt-interest dividends quarterly. These dividends
are exempt from regular federal income tax, but they may have other tax
consequences, including alternative minimum tax.

Depending upon the extent of the Series' activities in those states and
localities in which its offices are maintained or in which its agents or
independent contractors are located, the Series may be subject to the tax laws
of such states or localities. While the Series expects to pay income that is
exempt from federal income tax, this income may be subject to taxation under the
income or other tax laws of any state or local taxing authority. The laws of
the several states and local taxing authorities vary with respect to the
taxation of such interest income, and each holder of shares of the Series is
advised to consult his own tax advisor in that regard. The Series will report
annually the percentage of interest income received during the preceding year on
tax exempt obligations, and on a state-by-state basis, the source of that
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 10
<PAGE>
[This page intentionally blank]
PAGE 11
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Series'
financial performance for the period since its inception. Certain information
reflects financial results for a single share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Series (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Series' financial statements, is included in the annual report, which
is available upon request.

DIVERSIFIED TAX EXEMPT SERIES

For the Years Ended
Per share data 12/31/99 12/31/98 12/31/97
(for a share outstanding throughout each period):
<S> <C> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR. . . . . $ 10.73 $ 10.59 $ 10.23
Income from investment operations:
Net investment income . . . . . . . . . . . 0.48 0.44 0.44
Net realized and unrealized gain (loss)
on investments. . . . . . . . . . . . . . (0.97) 0.14 0.36
Total from investment operations. . . . . . . (0.49) 0.58 0.80
Less distributions to shareholders:
From net investment income. . . . . . . . . (0.49) (0.43) (0.44)
From net realized gain on investments . . . (0.01) (0.01) -
Total distributions to shareholders . . . . . (0.50) (0.44) (0.44)
NET ASSET VALUE - END OF YEAR . . . . . . . . $ 9.74 $ 10.73 $ 10.59
Total return1 . . . . . . . . . . . . . . . . (4.67)% 5.49% 7.92%
Ratios of expenses (to average net assets)/
Supplemental Data:
Expenses. . . . . . . . . . . . . . . . . . 0.68% 0.69% 0.69%
Net investment income . . . . . . . . . . . 4.50% 4.19% 4.41%
Portfolio turnover. . . . . . . . . . . . . . 6% 5% 1%
NET ASSETS-END OF YEAR (000's omitted). . . . $29,761 $34,570 $23,651
<FN>
1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

Per share data 12/31/96 12/31/95
(for a share outstanding throughout each period):
<S> <C> <C>
NET ASSET VALUE - BEGINNING OF YEAR. . . . . . . . . . . $ 10.32 $ 9.26
Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . 0.43 0.43
Net realized and unrealized gain (loss) on investments. (0.10) 1.06
Total from investment operations. . . . . . . . . . . . . 0.33 1.49
Less distributions to shareholders:
From net investment income. . . . . . . . . . . . . . . (0.42) (0.43)
From net realized gain on investments . . . . . . . . . - -
Total distributions to shareholders . . . . . . . . . . . (0.42) (0.43)
NET ASSET VALUE - END OF YEAR . . . . . . . . . . . . . . $ 10.23 $ 10.32
Total return1 . . . . . . . . . . . . . . . . . . . . . . 3.33% 16.29%
Ratios of expenses (to average net assets)/
Supplemental Data:
Expenses. . . . . . . . . . . . . . . . . . . . . . . . 0.70% 0.79%
Net investment income . . . . . . . . . . . . . . . . . 4.44% 4.52%
Portfolio turnover. . . . . . . . . . . . . . . . . . . . 2% 5%
NET ASSETS-END OF YEAR (000's omitted). . . . . . . . . . $ 16,949 $ 12,452
<FN>
1 Represents aggregate total return for the period indicated, and assumes
reinvestment of distributions.
</TABLE>

PAGE 12
<PAGE>

Exeter Fund, Inc.

Diversified Tax Exempt Series

Shareholder Reports and the Statement of Additional Information (SAI)

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 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).

Investment Company Act file no. 811-04087

PAGE 13

<PAGE>

EXETER FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2000

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"): Small Cap Series, Commodity Series, Technology
Series, Financial Services Series, International Series, Life Sciences Series,
Global Fixed Income Series, World Opportunities Series, New York Tax Exempt
Series, Ohio Tax Exempt Series and Diversified Tax Exempt Series (each a
"Series"), copies of which may be obtained from Exeter Asset Management, 1100
Chase Square, Rochester, NY 14604. This SAI also relates to the Class A, B, C,
D and E Shares of the Small Cap Series and the World Opportunities Series.

TABLE OF CONTENTS

Page

Investment Goals B-2
Investment Policies and Risks B-2
Investment Restrictions B-27
Portfolio Turnover B-31
The Fund B-31
Management B-31
The Advisor B-36
Distribution of Fund Shares B-38
Custodian, Independent Accountant and Counsel B-40
Portfolio Transactions and Brokerage B-40
Net Asset Value B-41
Federal Tax Treatment of Dividends and
Distributions B-41
Performance Information B-45
Financial Statements B-47
Appendix - Description of Bond Ratings B-48

B-1
<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. For the Small Cap Series, and the World
Opportunities Series, the 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. For the other Series, the investment goal is fundamental.
Fundamental investment policies may not be changed without the approval of a
majority of the outstanding voting shares of the Series. The Small Cap Series,
the New York Tax Exempt Series, the Ohio Tax Exempt Series, and the
Diversified Tax Exempt Series are diversified mutual funds . The other
Series are non-diversified.

INVESTMENT POLICIES AND RISKS

EQUITY INVESTMENTS

Common Stocks. Each Series, with the exception of the New York Tax Exempt
Series, the Ohio Tax Exempt Series, and the Diversified Tax Exempt Series (the
"Tax Exempt Series") and the Global Fixed Income 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 (with the exception of the Global Fixed Income Series,
and the Tax Exempt 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.
B-2
<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, Fannie Mae, Export-
Import Bank of the United States, Small Business Administration, Governmental
National Mortgage Association, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Federal Land Banks, the Tennessee Valley Authority ,
and the Student Loan Marketing Association.

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.

B-3
<PAGE>
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, except for the Tax Exempt 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.

Each Series, except for the Tax Exempt 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.

B-4
<PAGE>

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, except for the Tax Exempt 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.

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).

B-5
<PAGE>

Below Investment Grade Debt Securities. The Global Fixed Income Series and the
World Opportunities 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.

Obligations of Supranational Agencies. The Global Fixed Income Series 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
Union and the European Investment Bank . For concentration purposes,
supranational entities are considered an industry.

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.

B-6
<PAGE>

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 maturity
and duration , the issuer and the type of instrument.

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.

OTHER INVESTMENTS

Foreign Securities. The International Series will, under normal circumstances,
have at least 65% of the value of its total assets invested, and expects to be
fully invested, in equity securities of foreign companies. The World
Opportunities Series will invest at least 65% of its assets in common stocks of
companies domiciled in at least three different countries. In addition, it may
also invest up to 35% of its assets in corporate debt securities of foreign
issuers and in obligations issued by foreign governments or their respective
agencies and instrumentalities. The Global Fixed Income Series will, under
normal circumstances, have at least 65% of the value of its total assets
invested in fixed income securities of issuers located in three or more
countries. In addition, the Commodity Series may invest up to 100%, the Life
Sciences Series may invest up to 25% of its assets, and each other Series, with
the exception of the Tax Exempt Series, may invest up to 10% 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. The Advisor may
invest in foreign securities 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,
except the Global Fixed Income 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.

B-7
<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. The Global Fixed Income Series' policy under which it has no limit on
the amount it may invest in any one country may involve a higher degree of risk
than if the Series were more diversified among countries. The special risks
associated with investing in just one country include a greater effect on
portfolio holdings of country-specific economic factors, currency fluctuations,
and country-specific social or political factors. 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.

B-8
<PAGE>

Small company securities. Under normal circumstances, the Small Cap Series will
have at least 65% of the value of its total assets invested in the equity
securities of small issuers, defined as companies with a market capitalization
of less than $1.7 billion. In addition, the Life Sciences Series and the World
Opportunities Series may invest in small company securities. Securities of small
companies often have only a small proportion of their outstanding securities
held by the general public. They may have limited trading markets that may be
subject to wide price fluctuations. Small companies may have relatively small
revenues and lack depth of management. Investments in such companies tend to be
volatile and are therefore speculative. Small companies may have a small share
of the market for their products or services and they may provide goods or
services to a regional or limited market. They may be unable to internally
generate funds necessary for growth or potential development or to generate such
funds through external financing on favorable terms. In addition, they may be
developing or marketing new products or services for which markets are not yet
established and may never become established. Such companies may have or may
develop only a regional market for products or services and thus be affected by
local or regional market conditions. Moreover, small companies may have
insignificant market share in their industries and may have difficulty
maintaining or increasing their market share in competition with larger
companies. Due to these and other factors, small companies may suffer
significant losses.

Commodity securities. The Commodity Series concentrates its investments in the
securities of companies in commodity-based and related industries. Under normal
circumstances, at least 65% of the Series' total assets will be concentrated in
securities of companies in commodity and related industries. The special risk
associated with investing in commodity and related industries are that earnings
and dividends are greatly affected by changes in the prices of, and in supply
and demand for, certain commodities. Prices as well as supply and demand
factors can fluctuate significantly over a short period of time due to such
factors as: policies of commodity cartels; changes in international politics;
the regulatory environment; governmental subsidy and tax policies; weather; and
the economic growth and political stability of countries which produce or
consume large amounts of various commodities.

Technology securities. The Technology Series concentrates its investments in
the securities of companies in technology and related industries. Under normal
circumstances at least 65% of the Series' total assets will be concentrated in
securities of companies in technology or related industries. Earnings
prospects of these companies may be particularly uncertain or volatile for a
variety of reasons. These companies may have limited product lines, market or
financial resources, or they may be dependent upon a limited management group.
Products and services they offer may not prove to be commercially successful or
may be rendered obsolete by advances in science and technology. In addition,
biotechnology and health care companies may be subject to extensive regulatory
requirements causing considerable expense and delay. Hence, such stocks may
exhibit relatively high price volatility and involve a high degree of risk.

Financial services securities. The Financial Services Series
concentrates its investments in the securities of companies in the financial
services and related industries. Under normal circumstances at least 65% of
the Series' total assets will be concentrated in securities of companies in
financial services or related industries. Earnings prospects of these
companies may be uncertain or volatile for a variety of reasons. These
companies may be subject to uncertainties from changes in: interest rates;
the rate of inflation; the quality of their loan or investment portfolios;
government policies involving regulation or taxation; the ability or
willingness of consumers, companies, and governments to repay loans; and the
economic growth and political stability of outstanding debtor nations.
Certain financial services companies may also have limited product lines,
markets or financial resources, or they may be dependent upon a limited
management group or be affected by severe price competition.

B-9
<PAGE>

Life sciences securities. The Life Sciences Series concentrates its investments
in the securities of companies in the life sciences and related industries.
Under normal circumstances at least 65% of the Series' total assets will be
concentrated in securities of companies in life sciences or related industries.
Earnings prospects of these companies may be uncertain or volatile for a variety
of reasons. For example, the Life Sciences Series' industries are subject to
substantial government regulation and, in some instances, funding or subsidies.
Accordingly, changes in government policies or regulations could have a material
effect on the demand and/or supply of products and services. In addition,
scientific and technological advances present the risk that products and
services may be subject to rapid obsolescence. Moreover, there may be
significant liability risks associated with medical or environmental products
and services.

Derivative Securities. The Series may from time to time, in accordance with
their respective investment policies, purchase certain "derivative" securities.
Derivative securities are instruments that derive their value from the
performance of underlying assets, interest rates, or indices, and include, but
are not limited to, futures, options, foreign currency exchange contracts,
structured notes, and certain asset-backed and mortgage-backed securities.

Derivative securities present, to varying degrees, market risk that the
performance of the underlying assets, interest rates or indices will decline;
credit risk that the dealer or other counterparty to the transaction will fail
to pay its obligations; volatility and leveraging risk that, if interest rates
change adversely, the value of the derivative security will decline more than
the assets, rates or indices on which it is based; liquidity risk that the
Series will be unable to sell a derivative security when it wants to because of
lack of market depth or market disruption; pricing risk that the value of a
derivative security will not correlate exactly to the value of the underlying
assets, rates or indices on which it is based; and operations risk that loss
will occur as a result of inadequate systems and controls, human error or
otherwise. Some derivative securities are more complex than others, and for
those instruments that have been developed recently, data are lacking regarding
their actual performance over complete market cycles.

The Advisor will evaluate the risks presented by the derivative securities
purchased by the Series, and will determine, in connection with its day-to-day
management of the Series, how they will be used in furtherance of the Series'
investment objectives. It is possible, however, that the Advisor's evaluations
will prove to be inaccurate or incomplete and, even when accurate and complete,
it is possible that the Series will, because of the risks discussed above, incur
loss as a result of their investments in derivative securities. For more
information about the Fund's use of derivatives, see "Hedging (Derivative
Transactions)" below.

Tax-exempt securities. Under normal circumstances the New York Tax Exempt
Series, the Ohio Tax Exempt Series and the Diversified Tax Exempt Series
(collectively, the "Tax Exempt Series") each have a fundamental policy of
investing at least 80% of their assets in the tax-exempt securities issued by
New York, Ohio or any State of the United States, respectively, and such States'
political subdivisions, agencies and instrumentalities, the interest from which
is, in the opinion of bond counsel, exempt from federal income tax.

B-10
<PAGE>

Each tax-exempt Series is a "diversified" investment company under the
Investment Company Act of 1940. This means that with respect to 75% of its
total assets the Series may not invest more than 5% of its total assets in the
securities of any one issuer (except U.S. government securities). The other 25%
of each Series' total assets may be in the securities of any one issuer.

Each Series will not invest more than 25% of its total assets in any industry.
Governmental issuers of tax-exempt securities are not considered part of any
"industry". However, Tax Exempt Securities backed only by the assets and
revenues of nongovernmental users may for this purpose (and for the
diversification purposes discussed above) be deemed to be issued by such
nongovernmental users, and the 25% limitation would apply to such obligations.

Each of the tax-exempt Series believes that in general the secondary market for
tax-exempt securities is less liquid than that for taxable fixed-income
securities. Accordingly, the ability of the Series to buy and sell securities
may, at any particular time and with respect to any particular securities, be
limited.

It is nonetheless possible that a Series may invest more than 25% of its assets
in a broader segment of the market (but not in one industry) for tax-exempt
securities, such as revenue obligations of hospitals and other health care
facilities, housing agency revenue obligations, or transportation revenue
obligations. This would be the case only if the Advisor determined that the
yields available from obligations in a particular segment of the market
justified the additional risks associated with such concentration. Although
such obligations could be supported by the credit of governmental users or by
the credit of nongovernmental users engaged in a number of industries, economic,
business, political and other developments generally affecting the revenues of
issuers (for example, proposed legislation or pending court decisions affecting
the financing of such projects and market factors affecting the demand for their
services or products) may have a general adverse effect on all tax-exempt
securities in such a market segment.

Housing revenue bonds typically are issued by a state, county or local housing
authority and are secured only by the revenues of mortgages originated by the
authority using the proceeds of the bond issue. Because of the impossibility of
precisely predicting demand for mortgages from the proceeds of such an issue,
there is a risk that the proceeds of the issue will be in excess of demand,
which would result in early retirement of the bonds by the issuer. Moreover,
such housing revenue bonds depend for their repayment in part upon the cash flow
from the underlying mortgages, which cannot be precisely predicted when the
bonds are issued. The financing of multi-family housing projects is affected by
a variety of factors, including satisfactory completion of construction, a
sufficient level of occupancy, sound management, adequate rent to cover
operating expenses, changes in applicable laws and governmental regulations and
social and economic trends.

Health care facilities include life care facilities, nursing homes and
hospitals. Bonds to finance these facilities are issued by various authorities.
The bonds are typically secured by the revenues of each facility and not by
state or local government tax payments. The projects must maintain adequate
occupancy levels to be able to provide revenues adequate to maintain debt
service payments. Moreover, in the case of life care facilities, since a
portion of housing, medical care and other services may be financed by an
initial deposit, there may be risk if the facility does not maintain adequate
financial reserves to secure future liabilities. Life care facilities and
nursing homes may be affected by regulatory cost restrictions applied to health
care delivery in general, restrictions imposed by medical insurance companies
and competition from alternative health care or conventional housing facilities.
Hospital bond ratings are often based on feasibility studies which contain
projections of expenses, revenues and occupancy levels. A hospital's income
available to service its debt may be influenced by demand for hospital services,
management capabilities, the service area economy, efforts by insurers and
government agencies to limit rates and expenses, competition, availability and
expense of malpractice insurance, and Medicaid and Medicare funding.

B-11
<PAGE>

In recent years, nationally recognized rating organizations have reduced their
ratings of a substantial number of the obligations of issuers in the health care
sector of the tax-exempt securities market. Reform of the health care system is
a topic of increasing discussion in the United States, with proposals ranging
from reform of the existing employer-based system of insurance to a
single-payer, public program. Depending upon their terms, certain reform
proposals could have an adverse impact on certain health care sector issuers of
tax-exempt securities. Because the outcome of current discussions concerning
health care, including the deliberations of President Clinton's task force on
health care reform, is highly uncertain, the Advisor cannot predict the likely
impact of reform initiatives.

RISK FACTORS RELATING TO NEW YORK TAX EXEMPT SECURITIES

The following information is a summary of special factors affecting investments
in New York Tax Exempt Securities. While the Fund has not independently
verified this information, it has no reason to believe that such information is
not correct.

General Information. New York State's financial operations have improved during
recent fiscal years. During its last seven fiscal years, New York State (the
"State") has recorded balanced budgets on a cash basis, with positive year-end
fund balances.

The General Fund is the principal operating fund of the State and is used to
account for all financial transactions except those required to be accounted for
in another fund. It is the State's largest fund and receives almost all State
taxes and other resources not dedicated to particular purposes. General Fund
moneys also are transferred to other funds, primarily to support certain capital
projects and debt service payments in other fund types.

1998 - 1999 Fiscal Year. The State ended its 1998-99 fiscal year on March
31, 1999 in balance on a cash basis, with a General Fund cash surplus as
reported by the State's Division of Budget ("DOB") of $1.82 billion. The cash
surplus was derived primarily from higher-than-projected tax collections as a
result of continued economic growth, particularly in the financial markets and
the securities industries.

1997-1998 Fiscal Year. The State ended its 1997-98 fiscal year in balance
on a cash basis, with a General Fund cash surplus as reported by the DOB of
approximately $2.04 billion. The cash surplus was derived primarily from
higher-than-anticipated receipts and lower spending on welfare, Medicaid, and
other entitlement programs.

1996-1997 Fiscal Year. The State ended its 1996-97 fiscal year on March
31, 1997 in balance on a cash basis, with a General Fund cash surplus as
reported by DOB of approximately $1.42 billion. The cash surplus was derived
primarily from higher-than-anticipated receipts and lower-than-expected spending
for social services programs.

B-12
<PAGE>

The New York Economy. New York is the third most populous state in the nation
and has a relatively high level of personal wealth. The State's economy is
diverse, with a comparatively large share of the nation's finance, insurance,
transportation, communications and services employment, and a very small share
of the nation's farming and mining activity. The State's location and its
excellent air transport faculties and natural harbors have made it an important
link in international commerce. Travel and tourism constitute an important part
of the economy. Like the rest of the nation, New York has a declining
proportion of its workforce engaged in manufacturing, and an increasing
proportion engaged in service industries.

Services: The services sector, which includes entertainment, personal
services, such as health care and auto repairs, and business-related services,
such as information processing, law and accounting, is the State's leading
economic sector. The services sector accounts for more than three of every 10
nonagricultural jobs in New York and has a noticeably higher proportion of total
jobs than does the rest of the nation.

Manufacturing: Manufacturing employment continues to decline in importance
in New York, as in most other states, and New York's economy is less reliant on
this sector than is the nation. The principal manufacturing industries in
recent years produced printing and publishing materials, instruments and related
products, machinery, apparel and finished fabric products, electronic and other
electric equipment, food and related products, chemicals and allied products,
and fabricated metal products.

Trade: Wholesale and retail trade is the second largest sector in terms of
nonagricultural jobs in New York but is considerably smaller than measured by
income share. Trade consists of wholesale businesses and retail businesses,
such as department stores and eating and drinking establishments.

Finance, Insurance and Real Estate: New York City is the nation's leading
center of banking and finance and, as a result, this is a far more important
sector in the State than in the nation as a whole. Although this sector
accounts for under one-tenth of all nonagricultural jobs in the State, it
contributes about one-fifth of all non-farm labor and proprietors' income.

Agriculture: Farming is an important part of the economy of large regions
of the State, although it constitutes a very minor part of total State output.
Principal agricultural products of the State include milk and dairy products,
greenhouse and nursery products, apples and other fruits, and fresh vegetables.
New York ranks among the nation's leaders in the production of these
commodities.

Government: Federal, State and local government together are the third
largest sector in terms of nonagricultural jobs, with the bulk of the employment
accounted for by local governments. Public education is the source of nearly
one-half of total State and local government employment.

Economic and Demographic Trends. In the calendar years 1987 through 1998, the
State's rate of economic growth was somewhat slower than that of the nation. In
particular, during the 1990-91 recession and post-recession period, the economy
of the State, and that of the rest of the Northeast, was more heavily damaged
than that of the nation as a whole and has been slower to recover. The total
employment growth rate in the State has been below the national average since
1987. The unemployment rate in the State dipped below the national rate in the
second half of 1981 and remained lower until 1991; since then, it has been
higher. According to data published by the US Bureau of Economic Analysis,
personal income in the State has risen more slowly since 1988 than personal
income for the nation as a whole, although preliminary data suggests that, in
1998, the State personal income rose more rapidly. Total State nonagricultural
employment has declined as a share of national nonagricultural employment.

B-13
<PAGE>

State per capital personal income has historically been significantly higher
than the national average, although the ratio has varied substantially. Because
New York City is a regional employment center for a multi-state region, State
personal income measured on a residence basis understates the relative
importance of the State to the national economy and the size of the base to
which the State taxation applies.

The City of New York. The fiscal health of the State also may be affected by
the fiscal health of New York City, which continues to receive significant
financial assistance from the State. State aid contributes to the City's
ability to balance its budget and meet its cash requirements. The State also
may be affected by the ability of the City and certain entities issuing debt for
the benefit of the City to market their securities successfully in the public
credit markets.

In response to the City's fiscal crisis in 1975, the State took action to assist
the City in returning to fiscal stability. Among those actions, the State
established the Municipal Assistance Corporation for the City of New York (NYC
MAC) to provide financing assistance to the City; the New York State Financial
Control Board (the Control Board) to oversee the City's financial affairs; and
the Office of the State Deputy Comptroller for the City of New York (OSDC) to
assist the Control Board in exercising its powers and responsibilities. A
"control period" existed from 1975 to 1986, during which the City was subject to
certain statutorily-prescribed fiscal controls. The Control Board terminated
the control period 1986 when certain statutory conditions were met. State law
requires the Control Board to reimpose a control period upon the occurrence, or
"substantial likelihood and imminence" of the occurrence, of certain events,
including (but not limited to) a City operating budget deficit of more than $100
million or impaired access to the public credit markets.

Currently, the City and its Covered Organizations (i.e., those organizations
which receive or may receive moneys from the City directly, indirectly or
contingently) operate under the City's Financial Plan. The City's Financial
Plan summarizes its capital, revenue and expense projections and outlines
proposed gap-closing programs for years with projected budget gaps. The City's
projections set forth in its Financial Plan are based on various assumptions and
contingencies, some of which are uncertain and may not materialize. Unforeseen
developments and changes in major assumptions could significantly affect the
City's ability to balance its budget as required by State law and to meet its
annual cash flow and financing requirements.

To successfully implement its Financial Plan, the City and certain entities
issuing debt for the benefit of the City must market their securities
successfully. The City issues securities to finance, refinance and rehabilitate
infrastructure and other capital needs, as well as for seasonal financing needs.
In City fiscal year 1997-98, the State constitutional debt limit would have
prevented the City from entering into new capital contracts. Therefore, in
1997, the State created the New York City Transitional Finance Authority (TFA)
in order to finance a portion of the City's capital program. Despite this
additional financing mechanism, the City currently projects that, if no further
action is taken, it will reach its debt limit in City's current fiscal year
1999-2000. To continue its capital plan without interruption, the City is
proposing an amendment to the State Constitution to change the methodology used
to calculate the debt limit. Since an amendment to the Constitution to raise
the debt limit could not take effect until City fiscal year 2001-02 at the
earliest, the City has decided to securitize a portion of its share of the
proceeds from the settlement with the nation's tobacco companies. However, a
number of potential developments may affect both the availability and level of
funding that the City will receive from the tobacco settlement. City officials
have indicated that, should their efforts to securitize a portion of City
tobacco settlement proceed fail or not be accomplished in a timely manner, the
City will request that the State increase the borrowing authority of the TFA.

B-14
<PAGE>

Other Localities. Certain localities outside New York City have experienced
financial problems and have requested and received additional State assistance
during the last several State fiscal years. The potential impact on the State
of any future requests by localities for additional oversight or financial
assistance is not included in the projections of the State's receipts and
disbursements for the State's 1999-2000 fiscal year.

The State has provided extraordinary financial assistance to select
municipalities, primarily cities, since the 1996-97 fiscal year. Funding has
essentially been continued or increased in each subsequent fiscal year. Such
funding in 1999-2000 totals $113.0 million. In 1997-98, the State increased
General Purpose State Aid for local governments by $27 million to $550 million,
and has continued funding at this new level since that date.

While the distribution of General Purpose State Aid for local governments was
originally based on a statutory formula, in recent years both the total amount
appropriated and the shares appropriated to specific localities have been
determined by the Legislature. A State commission established to study the
distribution and amounts of general purpose local government aid failed to agree
on any recommendations for a new formula.

Counties, cities, towns, villages and school districts have engaged in
substantial short-term and long-term borrowings. In 1997, the total
indebtedness of all localities in the State, other than New York City, was
approximately $21.0 billion. A small portion (approximately $809 million) of
that indebtedness represented borrowing to finance budgetary deficits and was
issued pursuant to enabling State legislation. State law requires the
Comptroller to review and make recommendations concerning the budgets of those
local government units (other than New York City) authorized by State law to
issue debt to finance deficits during the period that such deficit financing is
outstanding. Twenty-two localities had outstanding indebtedness for deficit
financing at the close of their fiscal year ending in 1997.

Like the State, local governments must respond to changing political, economic
and financial influences over which they have little or no control. Such
changes may adversely affect the financial condition of certain local
governments. For example, the federal government may reduce (or in some cases
eliminate) federal funding of some local programs which, in turn, may require
local governments to fund these expenditures form their own resources. It is
also possible that the State, New York City, or any of their respective public
authorities may suffer serious financial difficulties that could jeopardize
local access to the public credit markets, which may adversely affect the
marketability of notes and bonds issued by localities within the State.
Localities also may face unanticipated problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. Other
large-scale potential problems, such as declining urban populations, increasing
expenditures, and the loss of skilled manufacturing jobs, also may adversely
affect localities and necessitate State assistance.

B-15
<PAGE>

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 (fixed income
securities in the case of the Global Fixed Income Series); 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.

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.

B-16
<PAGE>

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.

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.

B-17
<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.

B-18
<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.

B-19
<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 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.

B-20
<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.

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.

B-21
<PAGE>

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.

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.

B-22
<PAGE>

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.

The 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.

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.

B-23
<PAGE>

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".

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.

B-24
<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
"Risk Factors and Certain Other Factors Relating to 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.

B-25
<PAGE>

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.

Foreign Currency Options. Each Series, except for the Tax Exempt 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.

B-26
<PAGE>

OTHER INVESTMENT POLICIES

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).

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. The World Opportunities 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.

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.

B-27
<PAGE>

1. None of the Series may 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, the Small Cap Series may not
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. The Small Cap Series, International Series, Global Fixed Income Series,
and World Opportunities Series may not 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. None of the Series may 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. Each Series may purchase shares of closed-end (and the World
Opportunities may also purchase shares of open-end) investment companies that
are traded on national exchanges to the extent permitted by applicable law.

6. None of the Series may make loans, except that each may invest in debt
securities and repurchase agreements;

7. None of the Series may purchase securities on margin (but a Series may
obtain such short-term credits as may be necessary for the clearance of
transactions);

8. None of the Series may 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 no 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;

10. None of the Series may buy or sell commodities or commodity contracts
(the Small Cap, Commodity, Technology, Financial Services, International, Life
Sciences, Global Fixed Income, and World Opportunities Series also expressly
provide 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.

B-28
<PAGE>

11. None of the Series may 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. None of the Series may make investments for the purpose of exercising
control or management;

13. None of the Series may participate on a joint or joint and several basis in
any trading account in securities;

14. None of the Series may 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. None of the Series may purchase foreign securities if as a result of
the purchase of such securities more than 10% of a Series' assets (25% in the
case of the Life Sciences Series and 100% in the case of the International,
Global Fixed Income, World Opportunities and Commodity Series) 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. None of the Series (except for the Global Fixed Income Series, New York Tax
Exempt Series, Ohio Tax Exempt Series and Diversified Series) 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.

In addition to the foregoing:

17. 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 World Opportunities Series, will purchase or retain securities issued
by open-end investment companies (other than money market funds for temporary
investment).

18. The Series' 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.

B-29
<PAGE>

19. The Series 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.

20. The Series 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.

Two Series are subject to the following investment limitations which are not
fundamental:

1. In the case of the Commodity Series, the Public Utility Holding
Company Act of 1935 ("PUHCA") places certain restrictions on affiliates of
public utility companies as defined in PUHCA. The Commodity Series will not
acquire 5% or more of the outstanding voting securities of a public utility in
order to avoid imposition of these restrictions.

2. The Financial Services Series may purchase securities of an issuer
which derived more than 15% of its gross revenues in its most recent fiscal year
from securities-related activities, subject to the following conditions and
applicable SEC regulations:

a. the purchase cannot cause more than 5% of the Series' total assets to
be invested in all securities of that issuer;

b. for an equity security--(i) the purchase cannot result in the Series'
owning more than 5% of the issuer's outstanding securities in that class; and
(ii) at the time of purchase, the security must meet the Federal Reserve Board's
definition of a margin security (i.e., registration on a national securities
exchange or listing by the Federal Reserve Board of Governors on the current OTC
Margin Stock list).

c. for a debt security--(i) the purchase cannot result in the Series
owning more than 10% of the outstanding principal amount of the issuers debt
securities; and (ii) at the time of purchase, the security must be of at least
investment grade quality (i.e., at least BBB/Baa as determined by one of the
major rating services or, if not rated, judged to be equivalent by the Series'
Directors). See the Appendix to the Prospectus for an explanation of these
ratings.

All of the above percentage limitations, as well as the issuers gross revenue
test, are applicable at the time of purchase. With respect to warrants, rights,
and convertible securities, a determination of compliance with the above
limitations shall be made as though such warrant, right, or conversion privilege
had been exercised. The Financial Services Series will not be required to
divest its holdings of a particular issuer when circumstances subsequent to the
purchase would cause one of the above conditions to not be met. The purchase of
a general partnership interest in a securities-related business is prohibited.

B-30
<PAGE>
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.

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.

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.

B-31
<PAGE>

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* Vice Executive Vice President, Manning
1100 Chase Square President & & Napier Advisors, Inc. since 1983;
Rochester, NY 14604 Director President and Director, Manning &
03/18/47 Napier Investor Services, Inc. since
1990; Director, Chairman President or
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.L.C. since
1995; Member, Manning & Napier Capital
Co., L.L.C. since 1995; President and
Director, Exeter Insurance Fund, Inc.
since 1995; Managing Director, Manning &
Napier Advisors, Inc. from 1983-1992;
President and Director, Exeter Insurance
Agency, Inc. since January 2000;
Director/Chairman, Exeter Advisors, Inc.
since January 2000

Martin Birmingham Director Trustee, The Freedom Forum, 1980 - 1997;
21 Brookwood Road Advisory Trustee, The Freedom Forum, 1997
Pittsford, NY 14534 to present; Director Emeritus, ACC
10/30/21 Corporation 1994 to 1997; Director,
Exeter 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, Exeter Insurance Fund, Inc.
01/09/35 since 1995

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

B-32
<PAGE>

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, NY 14614 1987; Director, Hahn Automotive since
03/22/40 1994; Director, Fannie Mae since 1995;
Director, Exeter 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,
Burgundy Car Service, Inc. 1996 to
1997; Director, CEO, President and
Founder, BCS Leasing, Inc. since 1996;
President, CEO, Founder and Director,
Manning Leasing, Inc. dba Williams
Account Corporation since January,
2000; Founder, CEO, President and
Director, Riviera Marine, LTD, since
September 1999

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; Member,
Manning & Napier Capital Co,
L.L.C., since 1995; Treasurer,
Exeter Trust Company since 1997;
Chief Financial & Accounting Officer,
Treasurer, Exeter Insurance Fund, Inc.
since 1997; Director, Exeter Advisors,
Inc., since January, 2000; Director and
Treasurer, Exeter Insurance Agency,
Inc. since February 2000

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, Exeter Fund, Inc.
since 1997
</TABLE>

B-33
<PAGE>

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

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. In addition to
the annual fee, 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 DECEMBER 31, 1999
<TABLE>
<CAPTION>

Estimated Total
Name Position Aggregate Annual Compensation
with Compensation Benefits from Fund
Registrant from Fund Pension upon and Fund
Retirement Complex
<S> <C> <C> <C> <C> <C>
B. Reuben
Auspitz* Director $ 0 N/A N/A $0

Martin
Birmingham. Director $26,250 N/A N/A $37,750

Harris H.
Rusitzky Director $26,750 N/A N/A $38,750

Peter L.
Faber Director $26,250 N/A N/A $37,750

Stephen B.
Ashley Director $26,750 N/A N/A $38,750

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

CODE OF ETHICS

The Board of Directors of the Fund, the Advisor, and the Fund's principal
underwriter have adopted a Code of Ethics pursuant to Rule 17j-1 under the
Investment Company Act of 1940. This Code of Ethics applies to the personal
investing activities of directors, officers and certain employees ("access
persons"). Rule 17j-1 and the Code are designed to prevent unlawful practices
in connection with the purchase or sale of securities by access persons. Under
the Code of Ethics, access persons are permitted to engage in personal
securities transactions, but are required to report their personal securities
transactions for monitoring purposes. In addition, certain access persons are
required to obtain approval before investing in initial public offerings or
private placements. A copy of the Code of Ethics is on file with the Securities
and Exchange Commission, and is available to the public.

B-34
<PAGE>
BENEFICIAL OWNERS

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 April 7, 2000.

Name and Address of Holder of Record Percentage of Series

Small Cap Series

Manning & Napier Advisors, Inc. 7.66%
FBO American Electric Power Co.
Pension Plan
1100 Chase Square
Rochester, NY 14604

International Series

Manning & Napier Advisors, Inc. 8.84%
FBO American Electric Power Co.
Pension Plan
1100 Chase Square
Rochester, NY 14604

New York Tax Exempt Series

Manning & Napier Advisors, Inc. 8.84%
FBO William B. Hale
Pension Plan
1100 Chase Square
Rochester, NY 14604

Ohio Tax Exempt Series

Manning & Napier Advisors, Inc 18.03%
FBO Franklin Eck
1100 Chase Square
Rochester, NY 14604

Manning & Napier Advisors, Inc. 12.53%
FBO Constance and Harrison Smith
1100 Chase Square
Rochester, NY 14604

Manning & Napier Advisors, Inc. 8.12%
FBO Randy C. Schaaf
1100 Chase Square
Rochester, NY 14604

Diversified Tax Exempt Series

Manning & Napier Advisory 5.38%
Advantage Corporation, Inc.
FBO John Enterprises, LLC
1100 Chase Square
Rochester, NY 14604

B-35
<PAGE>

THE ADVISOR

Exeter Asset Management, 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
0.50% of the daily net assets of the New York Tax Exempt Series, Ohio Tax
Exempt Series, and Diversified Tax Exempt Series and 1% of each other Series'
daily net assets. The advisory fee charged by the Advisor to its investment
advisory clients will not include or be based on assets of such clients held
in shares of the Series. As described below, the Advisor is separately
compensated for acting as transfer agent and accounting services 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.

Pursuant to a separate expense limitation agreement, the Advisor has
contractually agreed to waive fees and reimburse expenses so that the total
operating expenses for the New York, Ohio, and Diversified Tax Exempt Series
exclusive of 12b-1 fees do not exceed 0.85% of each Series' total net assets.
This agreement will remain in effect until at least April 30, 2001 and may be
extended.

B-36
<PAGE>

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

1997 1998 1999
Series Fees Fees Fees Fees Fees Fees
Paid Waived Paid Waived Paid Waived
<S> <C> <C> <C> <C> <C> <C>

Small Cap. . . . . $1,169,030 N/A $1,162,115 N/A $98,250 N/A

Technology . . . . $316,536(1) N/A N/A N/A N/A N/A

International. . . $1,804,670 N/A $2,085,472 N/A $1,834,579 N/A

World Opportunities $ 923,011 N/A $1,365,694 N/A $1,896,402 N/A

New York Tax Exempt $ 207,477 N/A $ 250,787 N/A $ 276,749 N/A

Ohio Tax Exempt. . $ 43,617 N/A $ 50,474 N/A $ 48,570 N/A

Diversified Tax
Exempt $ 96,872 N/A $ 136,071 N/A $ 158,586 N/A

Global Fixed
Income . . . . . . $209,630(2) N/A $1,248,572 N/A $1,033,386 N/A

Life Sciences. . . N/A N/A N/A N/A $121,292(3) N/A

</TABLE>

(1) For the period January 1, 1997 to April 16, 1997 (Cessation of Operations).
(2) For the period October 31, 1997 (Commencement of Operations) to December 31,
1997.
(3) For the period November 5, 1999 (Commencement of Operations) to December 31,
1999.

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.

B-37
<PAGE>

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.

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 Ohio Tax Exempt Series, New York Tax Exempt Series and the Diversified Tax
Exempt Series in this capacity, for the fiscal years ended December 31, 1997,
December 31, 1998, and December 31, 1999, the Advisor received $16,703, $20,992,
and $23,227 respectively , from the Fund. The Advisor will not charge for
its Transfer Agent Services to the other Series.

On April 14, 2000 the Advisor became the Fund's accounting services agent.
For these services, the Fund will pay the Advisor a fee of 0.04% of each Series'
daily net assets calculated daily and payable monthly, with a minimum annual fee
of $48,000 per Series. In addition, the Fund will pay the Advisor an additional
annual fee of $10,000 for each additional class of a Series. The Advisor has
entered into an agreement with BISYS Fund Services Ohio, Inc., 3435 Stelzer
Road, Columbus, OH 43219 under which BISYS will serve as sub-accounting services
agent.

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
May 11, 1999 (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. Currently, only
the Small Cap Series and the World Opportunities Series offer multiple classes
pursuant to the Plans. 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.

B-38
<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.

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.

B-39
<PAGE>

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.

CUSTODIAN, INDEPENDENT ACCOUNTANT AND COUNSEL

The custodian for the Fund is Boston Safe Deposit and Trust Company, 135
Santilli Highway, Everett, MA 02149 . 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.

PricewaterhouseCoopers LLP, 160 Federal Street, Boston, MA 02110 are the
independent accountants for the Series. The Fund's counsel is Morgan, Lewis &
Bockius LLP, 1701 Market Street, Philadelphia, PA 19103.

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.

B-40
<PAGE>

For the fiscal year ended December 31, 1999, the Series paid brokerage
commissions to brokers because of research services provided as follows:

Aggregate Dollar Amount
Brokerage Commissions of Transactions for which
in Connection with Such Commissions
Series Research Services Provided Were Paid
<S> <C> <C>
International Series . . . $ 262,075 $ 140,570,137
Life Sciences Series . . . $ 244,965 $ 65,780,607
Small Cap Series . . . . . $ 252,384 $ 72,080,505
World Opportunities Series $ 755,827 $ 174,220,957

</TABLE>

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.

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.

B-41
<PAGE>

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.

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.

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.

B-42
<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.

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.

B-43
<PAGE>

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.

Additional Tax Information Concerning the New York Tax Exempt, Ohio Tax Exempt
and Diversified Tax Exempt Series -- The New York Tax Exempt Series, Ohio Tax
Exempt Series and Diversified Tax Exempt Series (the "Tax Exempt Series") are
designed to provide shareholders with current tax exempt interest income and are
not intended to constitute a balanced investment program. Certain recipients of
Social Security and railroad retirement benefits may be required to take into
account income from the Tax Exempt Series in determining the taxability of their
benefits. In addition, the Tax Exempt Series may not be an appropriate
investment for shareholders that are "substantial users" or persons related to
such users of facilities financed by private activity bonds or industrial
revenue bonds. A "substantial user" is defined generally to include certain
persons who regularly use a facility in their trade or business. Shareholders
should consult their tax advisers to determine the potential effect, if any, on
their tax liability of investing in the Tax Exempt Series.

If, at the close of each quarter of its taxable year, at least 50% of the value
of a Tax Exempt Series' total assets consists of securities the interest on
which is excludable from gross income, such Series may pay "exempt-interest
dividends" to its shareholders. The policy of the Tax Exempt Series is to pay
each year as dividends substantially all of its interest income, net of certain
deductions. An exempt-interest dividend is any dividend or part thereof (other
than a capital gain dividend) paid by a Tax Exempt Series, and designated by the
Series as an exempt-interest dividend in a written notice mailed to shareholders
within 60 days after the close of such Series' taxable year. However, aggregate
exempt-interest dividends for the taxable year may not exceed the net interest
from Municipal Securities and other securities exempt from the regular Federal
income tax received by the Tax Exempt Series during the taxable year. The
percentage of total dividends paid for any taxable year which qualifies as
Federal exempt-interest dividends will be the same for all shareholders
receiving dividends from the Tax Exempt Series during such year, regardless of
the period for which the shares were held.

Exempt-interest dividends may nevertheless be subject to the alternative minimum
tax (the "Alternative Minimum Tax") imposed by Section 55 of the Code or the
environmental tax (the "Environmental Tax") imposed by Section 59A of the Code.
The Environmental Tax is imposed at the rate of 0.12% and applies only to
corporate taxpayers. The Alternative Minimum Tax and the Environmental Tax may
be imposed in two circumstances. First, exempt-interest dividends derived from
certain "private activity bonds" issued after August 7, 1986, will generally be
an item of tax preference (and therefore potentially subject to the Alternative
Minimum Tax and the Environmental Tax) for both corporate shareholders, all
exempt-interest dividends, regardless of when the bonds from which they are
derived were issued or whether they were derived from private activity bonds,
will be included in the corporation's "adjusted current earnings", as defined in
Section 56(g) of the Code, in calculating the corporation's alternative minimum
taxable income for purposes of determining the Alternative Minimum Tax and the
Environmental Tax.

B-44
<PAGE>

The deduction otherwise allowable to property and casualty insurance companies
for "losses incurred" will be reduced by an amount equal to a portion of
exempt-interest dividends received or accrued during the taxable year. Foreign
corporations engaged in a trade or business in the United States will be subject
to a "branch profits tax" on their "dividend equivalent amount" for the taxable
year, which will include exempt-interest dividends. Certain Subchapter S
corporations may also be subject to taxes on their "passive investment income",
which could include exempt-interest dividends.

Issuers of bonds purchased by the Tax Exempt Series (or the beneficiary of such
bonds) may have made certain representations or covenants in connection with the
issuance of such bonds to satisfy certain requirements of the Code that must be
satisfied subsequent to the issuance of such bonds. Investors should be aware
that exempt-interest dividends derived from such bonds may become subject to
Federal income taxation retroactively to the date thereof if such
representations are determined to have been inaccurate or if the issuer of such
bonds (or the beneficiary of such bonds) fails to comply with the covenants.

Under the Code, if a shareholder receives an exempt-interest dividend with
respect to any share and such share is held for six months or less, any loss on
the sale or exchange of such share will be disallowed to the extent of the
amount of such exempt-interest dividend.

Although the Tax Exempt Series do not expect to earn any investment company
taxable income (as defined by the Code), any income earned on taxable
investments will be distributed and will be taxable to shareholders as ordinary
income. In general, "investment company taxable income" comprises taxable net
investment income plus the excess, if any, of and net short-term capital gains
over net long-term capital losses. The Tax Exempt Series would be taxed on any
undistributed investment company taxable income. Since any such income will be
distributed, it is anticipated that no such tax will be paid by the Tax Exempt
Series.

Although each Tax Exempt Series expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located, or in which it is otherwise deemed to be conducting business, the Tax
Exempt Series may be subject to the tax laws of such states or localities. In
addition, in those states and localities which have income tax laws, the
treatment of the Tax Exempt Series and their shareholders under such laws may
differ from their treatment under Federal income tax laws. Shareholders are
advised to consult their tax advisers concerning the application of state and
local taxes.

If for any taxable year a Tax Exempt Series does not qualify for the special tax
treatment afforded regulated investment companies, all of its taxable income
will be subject to Federal tax at regular corporate rates (without any deduction
for distributions to its shareholders). Moreover, upon distribution to
shareholders, the Tax Exempt Series' income, including Municipal Securities
interest income, will be taxable to shareholders to the extent of such Series'
current and/or accumulated earnings and profits.

PERFORMANCE INFORMATION

The Fund may from time to time quote various performance figures to
illustrate the Series' past performance.

B-45
<PAGE>

Performance quotations by investment companies are subject to rules adopted by
the SEC, which require the use of standardized performance quotations. In the
case of total return, non-standardized performance quotations may be furnished
by the Fund but must be accompanied by certain standardized performance
information computed as required by the SEC. Current yield and average annual
compounded total return quotations used by the Fund are based on the
standardized methods of computing performance mandated by the SEC. An
explanation of those and other methods used by the Fund to compute or express
performance follows.

TOTAL RETURN

From time to time each Series may advertise total return for each class of
shares of the Series. Total return figures are based on historical earnings and
are not intended to indicate future performance. The average annual total
return is determined by finding the average annual compounded rates of return
over 1-, 5-, and 10-year periods (or over the life of the Series) that would
equate an initial hypothetical $1,000 investment to its ending redeemable value.
The calculation assumes that all dividends and distributions are reinvested when
paid. The quotation assumes the amount was completely redeemed at the end of
each 1-, 5-, and 10-year period (or over the life of the Series) and the
deduction of all applicable Fund expenses on an annual basis.

The average annual compounded rates of return (unless otherwise noted) for the
Fund's Series for the periods ended December 31, 1999 are as follows:

Most Most
Avg. Recent Recent
Aggregate Annual One Year Five Year
Activation Close Total Total Total Total
Series Date Date Return Return Return Return
<S> <C> <C> <C> <C> <C>
Small Cap Series 04/30/92 Open 93.41% 8.97% 9.87% 6.10%

International
Series 08/27/92 Open 192.89% 15.74% 27.44% 20.70%

New York Tax
Exempt Series 01/17/94 Open 23.49% 3.60% -3.92% 5.79%

Ohio Tax
Exempt Series 02/14/94 Open 22.29% 3.48% -5.07% 5.45%

Diversified
Tax Exempt Series 02/14/94 Open 23.40% 3.64% -4.67% 5.45%

World
Opportunities Series 09/06/96 Open 53.85% 13.85% 42.37% n/a

Global Fixed
Income Series 10/31/97 Open 9.77% 4.39% 4.71% n/a

</TABLE>

B-46
<PAGE>

The Exeter Fund, Inc. is used by Manning & Napier Advisors, Inc. as a part of
discretionary management accounts. The following table reflects data for series
of the Fund that have previously been activated and then closed out. This
information should be reviewed in conjunction with the overall discretionary
management account performance information. The Fund is activated when Manning
& Napier Advisors, Inc. believes that the opportunity to capture investment
values or to diversify risk among asset classes is particularly compelling, and
only a limited portion of a client's assets may be invested in the Fund. Due to
this activation strategy, comparison of the performance of the Fund with the
performance results of other mutual funds may be of limited relevance.

Most Most
Avg Recent Recent
Aggregate Annual One Year Five Year
Activation Close Total Total Total Total
Series Date Date Return Return Return Return
<S> <C> <C> <C> <C> <C> <C>
Technology Series 11/04/88 05/11/92 45.10% 11.16% n/a n/a
08/29/94 04/16/97 92.58% 28.23% n/a n/a

Life Sciences Series 10/08/92 09/21/95 63.44% 18.06% n/a n/a
11/05/99 Open 8.00% n/a n/a n/a
</TABLE>

The above figures were calculated according to the following formula:
P(1 +T)6 = ERV

where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of hypothetical
$1,000 payment made at the
beginning of the l-, 5-, or 10-year
periods at the end of the l-, 5-, or
10-year periods (or fractional portion
thereof).

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 PricewaterhouseCoopers LLP, independent public
accountants to such Series. The Series' annual report(s) are incorporated
herein by reference in reliance upon their authority as experts in accounting
and auditing. Because the Commodity Series, Technology Series, and
Financial Services Series were not active during 1999, no financial
statements are included for these series. A copy of the December 31,1999
Annual Report(s) to Shareholders must accompany the delivery of this
Statement of Additional of
Information.

B-47
<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.

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.

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.

B-48
<PAGE>

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.

MOODY'S MUNICIPAL AND 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.

B-49
<PAGE>

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.

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.

Moody's may also assign conditional ratings to municipal bonds. Bonds for which
the security depends upon the completion of some act or the fulfillment of some
condition are rated conditionally. These are bonds secured by (a) earnings of
projects under construction, (b) earnings of projects unseasoned in operating
experience, (c) rentals which begin when facilities are completed, or (d)
payments to which some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of construction or elimination
of basis of condition.

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.

B-50
<PAGE>

STANDARD & POOR'S MUNICIPAL AND 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.

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.
Standard & Poor's ratings may also be indicated by "NR". This designation
indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.

B-51
<PAGE>

Standard & Poor's may also assign conditional ratings to municipal bonds. The
letter "p" indicates that the rating is provisional. A provisional rating
assumes the successful completion of the project being financed by the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion. The investor should exercise his own judgment
with respect to such likelihood and risk.

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.

B-52
<PAGE>

PART C - OTHER INFORMATION

ITEM 23. EXHIBITS.

(a)
(1)Articles of Incorporation as filed with the State of Maryland on July 26,
1984 (incorporated by reference to Exhibit (1)(a) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(2)Articles of Amendment as filed with the State of Maryland on March 25,
1985 (incorporated by reference to Exhibit (1)(b) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(3)Articles of Amendment as filed with the State of Maryland on May 23, 1985
(incorporated by reference to Exhibit (1)(c) to Post-Effective Amendment No. 30
to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(4)Articles of Amendment as filed with the State of Maryland on October 7,
1985 (incorporated by reference to Exhibit (1)(d) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(5)Articles of Amendment as filed with the State of Maryland on July 3, 1986
(incorporated by reference to Exhibit (1)(e) to Post-Effective Amendment No. 30
to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(6)Articles of Amendment as filed with the State of Maryland on September 26,
1997 (incorporated by reference to Exhibit (1)(f) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(7)Certificate of Correction to Articles of Amendment as filed with the State
of Maryland on February 5, 1998 (incorporated by reference to Exhibit (1)(g) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).
(8)Articles of Amendment as filed with the State of Maryland on February 26,
1998 (incorporated by reference to Exhibit (1)(h) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 23, 1998 with
Accession Number 0000751173-98-00050).
(9)Articles of Amendment as filed with the State of Maryland on April 14,
1999 (incorporated by reference to Exhibit (1)(i) to Post-Effective Amendment
No.33 to the Registration Statement on Form N-1A filed on April 19, 1999 with
Accession Number 0000751173-99-000020) .
(10)Articles of Amendment as filed with the State of Maryland on August 30,
1999 (incorporated by reference to Exhibit (1)(j) to Post Effective Amendment
No. 35 to the Registration Statement on Form N-1A filed on February 29, 2000
with Accession Number 0000062039-00-000023) .

<PAGE>

(b) By-Laws (incorporated by reference to Exhibit (2)(a) to Post- Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).

(c)
(1)Specimen Stock Certificate (incorporated by reference to Exhibit 1(a)
(Articles of Incorporation) and Exhibit (2) (By-Laws) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).
(2)Articles Supplementary to the charter as filed with the State of Maryland
on July 3, 1986 (incorporated by reference to Exhibit 4)(b) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).
(3)Articles Supplementary to the charter as filed with the State of Maryland
on January 20, 1989 (incorporated by reference to Exhibit (4)(c) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 000751173-98-00050).
(4)Articles Supplementary to the charter as filed with the State of Maryland
on September 22, 1989 (incorporated by reference to Exhibit (4)(d) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 000751173-98-00050).
(5)Articles Supplementary to the charter as filed with the State of Maryland
on November 8, 1989 (incorporated by reference to Exhibit (4)(e) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 000751173-98-00050).
(6)Articles Supplementary to the charter as filed with the State of Maryland
on January 30, 1991 (incorporated by reference to Exhibit (4)(f) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 000751173-98-00050)
(7)Articles Supplementary to the charter as filed with the State of Maryland
on April 27, 1992 (incorporated by reference to Exhibit (4)(g) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).
(8)Articles Supplementary to the charter as filed with the State of Maryland
on April 29, 1993 (incorporated by reference to Exhibit (4)(h) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).
(9)Articles Supplementary to the charter as filed with the State of Maryland
on September 23, 1993 (incorporated by reference to Exhibit (4)(i) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).
(10)Articles Supplementary to the charter as filed with the State of Maryland
on January 17, 1994 (incorporated by reference to Exhibit (4)(j) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).

<PAGE>
(11)Articles Supplementary to the charter as filed with the State of Maryland
on December 13, 1995 (incorporated by reference to Exhibit (4)(k) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).
(12)Articles Supplementary to the charter as filed with the State of Maryland
on April 22, 1996 (incorporated by reference to Exhibit (4)(l) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).
(13)Articles Supplementary to the charter as filed with the State of Maryland
on September 26, 1997 (incorporated by reference to Exhibit (4)(m) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).
(14)Certificate of Correction to Articles Supplementary to the charter filed
with the State of Maryland on February 24, 1998 (incorporated by reference to
Exhibit (4)(n) to Post-Effective Amendment No. 30 to the Registration Statement
on Form N-1A filed on October 23, 1998 with Accession Number
0000751173-98-00050).
(15)Articles Supplementary to the charter as filed with the State of
Maryland on April 14, 1999 (incorporated by reference to Exhibit (4)(o) to
Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A
filed on April 19, 1999 with Accession Number 0000751173-99-000020).
(16)Articles Supplementary to the charter as filed with the State of Maryland
on May 13, 1999 (incorporated by reference to Exhibit (4)(p) to Post-Effective
Amendment No. 34 to the Registration Statement on Form N-1A filed on May 25,
1999 with Accession Number 0001047469-99-022147).
(17) Articles Supplementary to the charter as filed with the State of Maryland
on February 24, 2000 (incorporated by reference to Exhibit (4)(q) to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed
on February 29, 2000 with Accession Number 0000062039-00-000023) .

(d)
(1)Investment Advisory Agreement between Manning & Napier Advisors, Inc. and
Exeter Fund, Inc.(incorporated by reference to Exhibit (5)(a) to Post-Effective
Amendment No.30 to the Registration Statement on Form N-1A filed on October 23,
1998 with Accession Number 0000751173-98-00050).

(a) Supplement to Schedule A of the Investment Advisory Agreement dated
May 11, 1999 (incorporated by reference to Exhibit (5)(b) to Post-Effective No.
34 to the Registration Statement on Form N-1A filed on May 25, 1999 with
Accession Number 0001047469-99-022147).

(2) Investment Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Exeter Fund, Inc. (incorporated by reference to
Exhibit (5)(c) to Post-Effective No. 34 to the Registration Statement on Form
N-1A filed on May 25, 1999 with Accession Number 0001047469-99-022147).

(a)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Strong Capital Management, Inc. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(b)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Loomis, Sayles & Company, L.P. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(c)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and State Street Global Advisors, Inc. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(d)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Scudder Kemper Investments, Inc. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(e)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Babson-Stewart Ivory International.(incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(f)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and DLJ Investment Management Corp. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(g)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and MFS Institutional Advisors, Inc. (incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(h)Form of Sub-Advisory Agreement between Manning & Napier Advisory
Advantage Corporation and Manning & Napier Advisors, Inc.(incorporated by
reference to Exhibit (5)(c) to Post-Effective No. 34 to the Registration
Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(3)(a) Expense Limitation Agreement between Manning & Napier Advisors, Inc.
and Exeter Fund, Inc. dated February 2, 2000 for the Defensive Series, Blended
Asset Series I, Blended Asset Series II, Maximum Horizon Series, Tax Managed
Series and PureMark[sm] Series is filed herewith.
(b)Expense Limitation Agreement Manning & Napier Advisors, Inc. and Exeter
Fund, Inc. dated February 2, 2000 for the New York Tax Exempt Series, Ohio Tax
Exempt Series and Diversified Tax Exempt Series is filed herewith.

(e)
(1) Amended and Restated Distribution Agreement dated May 11, 1999
incorporated by reference to Exhibit (6)(a) to Post-Effective No. 34 to the
Registration Statement on Form N-1A filed on May 25, 1999 with Accession Number
0001047469-99-022147).

(2)Form of Dealer Agreement (incorporated by reference to Exhibit
(6)(b) to Post-Effective Amendment No. 30 to the Registration Statement on Form
N-1A filed on October 23, 1998 with Accession Number 0000751173-98-00050).

(f) Not Applicable.

(g) Custodian Agreement is incorporated by reference to Exhibit (8)(a) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050.

(h)
(1) Transfer Agent Agreement (incorporated by reference to Exhibit (9)(a) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).

(a)Supplement to Schedule A of the Transfer Agent Agreement dated May 11,
1999 (incorporated by reference to Exhibit (9)(b) to Post-Effective No. 34 to
the Registration Statement on Form N-1A filed on May 25, 1999 with Accession
Number 0001047469-99-022147).

(b)Supplement to Schedule B of the Transfer Agent Agreement dated May 11,
1999 (incorporated by reference to Exhibit (9)(c) to Post-Effective No. 34 to
the Registration Statement on Form N-1A filed on May 25, 1999 with Accession
Number 0001047469-99-022147).

(2) Master Services Agreement dated April 14, 2000 between Manning & Napier
Advisors, Inc. and Exeter Fund, Inc. is filed herewith.

(i) Opinion of Morgan, Lewis & Bockius is (incorporated by reference to
Exhibit (i) to Post-Effective Amendment No. 35 to the Registration Statement on
Form N-1A filed on February 29, 2000 with Accession Number
0000062039-00-000023) .

(j) Consent of Independent Auditors PricewaterhouseCoopers, LLP is filed
herewith .

(k) Not Applicable.

(l) Investment letters (incorporated by reference to Exhibit (13) to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed
on October 23, 1998 with Accession Number 0000751173-98-00050).

(m) Form of 12b-1 Plan is incorporated by reference to Exhibit (15) to Post
Effective Amendment No.31 to the Registration Statement on Form N-1A filed on
December 24, 1998 with Accession Number 0000751173-98-000065.

(n) (1)Rule 18f-3 Plan (incorporated by reference to Exhibit 18, to
Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A on
October 22, 1997 with Accession Number 0001047469-97-001380).

(2)Amended Rule 18f-3 Plan (incorporated by reference to Exhibit (18)(a)
to Post-Effective No. 34 to the Registration Statement on Form N-1A filed on May
25, 1999 with Accession Number 0001047469-99-022147).

(o) Not Applicable

(p) Code of Ethics adopted by Exeter Fund, Inc., Manning & Napier Advisors,
Inc., Manning & Napier Advisory Advantage Corporation and Manning & Napier
Investor Services, Inc. is filed herewith.

ITEM 24.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not Applicable

ITEM 25.

INDEMNIFICATION.

Reference is made to subparagraph (b) of paragraph (7) of Article SEVENTH of
Registrant's Articles of Incorporation, which reflects the positions taken in
Investment Company Act Release 11330.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling persons of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The Directors and Officers of the Registrant are covered parties under a
Directors & Officers/Errors & Omissions insurance policy with Gulf Insurance
Company. The effect of such insurance is to insure against liability for any
act, error, omission, misstatement, misleading statement, neglect or breach of
duty by the insureds as directors and/or officers of the Registrant.

ITEM 26.

BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.

Manning & Napier Advisors, Inc. (dba Exeter Asset Management) is the investment
advisor of the Small Cap Series, World Opportunities Series, Commodity Series,
Financial Services Series, Technology Series, International Series, Global Fixed
Income Series, Life Sciences Series, PureMark[SM] Series , Blended Asset Series
I, Blended Asset Series II, Defensive Series, Maximum Horizon Series, New
York Tax Exempt Series, Ohio Tax Exempt Series and the Diversified Tax Exempt
Series. Manning & Napier Advisors, Inc. (dba Exeter Asset Management) was the
investment advisor to the Flexible Yield Series I, Flexible Yield Series II,
Flexible Yield Series III, prior to their liquidation on February 24, 2000.
For information as to the business, profession, vocation or employment of a
substantial nature of Manning & Napier Advisors, Inc. its directors and
officers, reference is made to Part B of this Registration Statement and to Form
ADV as filed under the Investment Advisers Act of 1940 by Manning & Napier
Advisors, Inc.

ITEM 27.

PRINCIPAL UNDERWRITERS.

(a) Not Applicable

(b) Manning & Napier Investor Services, Inc. is the Distributor for the
Registrant's shares.

Name & Principal Positions & Offices Positions & Offices
Business Address with Distributor with Registrant
<S> <C> <C>
B. Reuben Auspitz
1100 Chase Square Director &
Rochester, NY 14604 President & Director Vice President

Julie Raschella
1100 Chase Square
Rochester, NY 14604 Director N/A

Beth H. Galusha Chief Financial &
1100 Chase Square Accounting Officer,
Rochester, NY 14604 Treasurer Treasurer

Amy Williams
1100 Chase Square
Rochester, NY 14604 Corporate Secretary N/A

George Nobilski
1100 Chase Square
Rochester, NY 14604 Director N/A

</TABLE>

(c) The Distributor does not receive any commissions or other form of
compensation for its distribution services to the Registrant.

ITEM 28.

LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession of Registrant except for the
records required by Rule 31a-1(b)(2)(a) and (b), which are in the possession of
the Custodian.

ITEM 29.

MANAGEMENT SERVICES.

Not Applicable.

ITEM 30.

UNDERTAKINGS.

Not Applicable.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly certifies that it meets all
of the requirements for effectiveness of this Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 36 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rochester and State of New York on the 28th day of April, 2000 .

Exeter Fund, Inc.
(Registrant)

By /s/ William Manning
William Manning
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 36 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.

Signature Title Date
/s/ William Manning
William Manning Principal Executive Officer April 28, 2000

/s/ B. Reuben Auspitz
B. Reuben Auspitz Director and Officer April 28, 2000

/s/ Martin F. Birmingham
Martin F. Birmingham Director April 28, 2000

/s/ Harris H. Rusitzky
Harris H. Rusitzky Director April 28, 2000

/s/ Peter L. Faber
Peter L. Faber Director April 28, 2000

/s/ Stephen B. Ashley
Stephen B. Ashley Director April 28, 2000

/s/ Beth H. Galusha
Beth H. Galusha Chief Financial & April 28, 2000
Accounting Officer, Treasurer

<PAGE>

EXHIBIT INDEX

EX-99.D(3)(a) Expense Limitation Agreement

EX-99.D(3)(b) Expense Limitation Agreement

EX-99.H(3) Master Services Agreement

EX-99.J Consent of PricewaterhouseCoopers, LLP

EX-99.P Code of Ethics

Cover Cover letter from Exeter Fund, Inc.

EXPENSE LIMITATION AGREEMENT

This agreement is made as of the 2nd day of February, 2000 by and
between EXETER FUND, INC., a Maryland Corporation (the "Fund"), and MANNING &
NAPIER ADVISORS, INC., a New York Corporation (the "Advisor"), with respect to
the following:

WHEREAS, the Advisor serves as the investment advisor to certain of
the Fund's Series, as listed on Schedule A, pursuant to an Investment Advisory
Agreement dated April 30, 1993; and

WHEREAS, the Fund and the Advisor desire to enter into a
contractual fee waiver arrangement for a period beginning March 1, 2000 and
ending on February 28, 2001.

NOW THERETOFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:

1. The Advisor agrees to waive its fee and/or reimburse expenses so
that each Series' total annual fund operating expenses do not exceed the amounts
listed on Schedule A for a period beginning on March 1, 2000 and ending on
February 28, 2001.

2. Upon the termination of the Investment Advisory Agreement this
Agreement shall automatically terminate.

3. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States Courts or
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to said Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the SEC, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.

[SEAL]

EXETER FUND, INC.

Attest:/s/ Jodi L. Hedberg

by:_/s/ William Manning
By: William Manning
Title:President

MANNING & NAPIER ADVISORS, INC.

Attest:_/s/ Jodi L. Hedberg

by:_/s/ B. Reuben Auspitz
By: B. Reuben Auspitz
Title:Executive Vice President

<PAGE>

SCHEDULE A

Series Expense Limitation

Defensive Series Class A 1.00%
Defensive Series Class B 2.00%
Defensive Series Class C 1.75%
Defensive Series Class D 1.50%
Defensive Series Class E 1.25%
Blended Asset Series I Class A 1.20%
Blended Asset Series I Class B 2.20%
Blended Asset Series I Class C 1.95%
Blended Asset Series I Class D 1.70%
Blended Asset Series I Class E 1.45%
Blended Asset Series II Class A 1.20%
Blended Asset Series II Class B 2.20%
Blended Asset Series II Class C 1.95%
Blended Asset Series II Class D 1.70%
Blended Asset Series II Class E 1.45%
Maximum Horizon Series Class A 1.20%
Maximum Horizon Series Class B 2.20%
Maximum Horizon Series Class C 1.95%
Maximum Horizon Series Class D 1.70%
Maximum Horizon Series Class E 1.45%
Tax Managed Series Class A 1.20%
Tax Managed Series Class B 2.20%
Tax Managed Series Class C 1.95%
Tax Managed Series Class D 1.70%
Tax Managed Series Class E .45%
PureMark[sm] Series Class A 0.70%
PureMark[sm] Series Class B 1.70%
PureMark[sm] Series Class C 1.45%
PureMark[sm] Series Class D 1.20%
PureMark[sm] Series Class E 0.95%

EXPENSE LIMITATION AGREEMENT

This agreement is made as of the 2nd day of February, 2000 by and between
EXETER FUND, INC., a Maryland Corporation (the "Fund"), and MANNING & NAPIER
ADVISORS, INC., a New York Corporation (the "Advisor"), with respect to the
following:

WHEREAS, the Advisor serves as the investment advisor to certain of the
Fund's Series, as listed on Schedule A, pursuant to an Investment Advisory
Agreement dated April 30, 1993; and

WHEREAS, the Fund and the Advisor desire to enter into a contractual fee
waiver arrangement for a period beginning May 1, 2000 and ending on April 30,
2001.

NOW THERETOFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

2 Upon the termination of the Investment Advisory Agreement this
Agreement shall automatically terminate.

3 Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States Courts or
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to said Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the SEC, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. Otherwise the provisions of this Agreement shall be interpreted in
accordance with the laws of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.

[SEAL]

EXETER FUND, INC.

Attest:/s/ Jodi L. Hedberg

by:/s/ William Manning
By: William Manning
Title: President

MANNING & NAPIER ADVISORS, INC.

Attest:/s/ Jodi L. Hedberg

by:/s/ B. Reuben Auspitz
By: B. Reuben Auspitz
Title: Executive Vice President

<PAGE>

SCHEDULE A

Series Expense Limitation

New York Tax Exempt Series 0.85%
Ohio Tax Exempt Series 0.85%
Diversified Tax Exempt Series 0.85%

MASTER SERVICES AGREEMENT

THIS AGREEMENT is made as of the 14th day of April, 2000 by and
between EXETER FUND, INC., a Maryland corporation (the "Fund"), and MANNING &
NAPIER ADVISORS, INC., a New York corporation ("MNA").

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund desires to retain MNA to provide certain services on
behalf of the Fund, as set forth in the Appendices to this Agreement, and MNA is
willing so to serve.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints MNA to perform
such services and to serve such functions on behalf of the Fund as set
forth in the Appendices to this Agreement, on the terms set forth in this
Agreement and the Appendices hereto. MNA accepts such appointment and agrees to
furnish such services and serve such functions. The Fund may have currently
outstanding one or more series (the "Series") or classes of its shares of common
stock, par value $0.01 per share ("Shares") and may from time to time hereafter
issue separate series or classes of its Shares or classify and reclassify Shares
of any series or class, and the appointment effected hereby shall constitute
appointment for the provision of services with respect to all existing series
and classes and any additional series and classes unless the parties shall
otherwise agree in writing.

2. Delivery of Documents. The Fund has furnished MNA with
copies properly certified or authenticated of the following documents
and will furnish MNA from time to time with copies, properly certified or
authenticated, of all amendments of or supplements thereto, if any:

(a)Resolutions of the Fund's Board of Directors
authorizing the appointment of MNA to act in such capacities on behalf of the
Fund as set forth in the Appendices to this Agreement, and the entering into of
this Agreement by the Fund;

(b)The Fund's Articles of Incorporation and all amendments
thereto (the "Charter") and the Fund's By-Laws and all amendments
thereto (the "By-Laws");

(c)The Fund's most recent Registration Statement on Form
N-1A under the Securities Act of 1933, as amended (the "1933 Act") and
under the 1940 Act as filed with the Securities and Exchange Commission (the
"SEC") relating to the Shares; and

(d)Copies of the Fund's most recent prospectus or
prospectuses, including amendments and supplements thereto (collectively, the
"Prospectus").

3. Services to be Provided; Fees. During the term of this
Agreement, MNA shall perform the services and act in such capacities on
behalf of the Fund as set forth herein and in the Appendices to this Agreement.
For the services performed by MNA for the Fund, the Fund will compensate MNA in
such amounts as may be agreed to from time to time by the parties in writing on
Schedule A to this Agreement. MNA may delegate, subject to the approval of the
Board of Directors of the Fund, any of its duties under this Agreement or the
Appendices attached hereto to a third party provider of services.

4. Records. The books and records pertaining to the Fund
which are in the possession of MNA shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws and rules and regulations. The Fund,
or the Fund's authorized representatives, shall have access to such books and
records at all times during MNA's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
MNA to the Fund or the Fund's authorized representative at the Fund's expense.

5. Cooperation With Accountants. In addition to any
obligations set forth in an Appendix hereto, MNA shall cooperate with the
Fund's independent accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of such
accountants' opinion of the Fund's financial statements or otherwise, as such
may be required by the Fund from time to time.

6. Compliance with Governmental Rules and Regulations.
The Fund assumes full responsibility for insuring that the Fund complies
with all applicable requirements of the 1933 Act, the Securities
Exchange Act of 1934 (the "1934 Act"), the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction. MNA undertakes to
comply with all applicable requirements of the 1933 Act, the 1934 Act, the 1940
Act, the Commodities Exchange Act (if applicable), and all laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
performance by MNA of its duties under this Agreement, including the Appendices
hereto.

7. Expenses.

(a)MNA shall bear all expenses of its employees and
overhead incurred in connection with its duties under this Agreement and
shall pay all salaries and fees of the Fund's directors and officers who are
employees of MNA.

(b)The Fund assumes and shall pay or cause to be paid
all other expenses of the Fund, including, without limitation: the fees of
the Fund's investment advisor, administrator and distributor; the charges and
expenses of any registrar, any custodian or depositary appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the Fund
to federal, state or other governmental agencies; the cost and expense of
engraving or printing of stock certificates representing Shares; all costs and
expenses in connection with maintenance of registration of the Fund and its
Shares with the SEC and various states and other jurisdictions (including filing
fees and legal fees and disbursements of counsel); the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of directors or members of any
advisory board or committee other than such directors or members who are
"interested persons" of the Fund (as defined in the 1940 Act); all expenses
incident to the payment of any dividend, distribution, withdrawal or redemption,
whether in Shares or in cash; charges and expenses of any outside service used
for pricing of the Shares; charges and expenses of legal counsel, including
counsel to the directors of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act), and of independent accountants, in connection
with any matter relating to the Fund; a portion of membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and directors) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

8. Liability; Indemnification. Neither MNA nor any of its
officers, directors or employees shall be liable for any error of
judgment or for any loss suffered by the Fund in connection with the matters to
which this Agreement, including the Appendices hereto, relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its or their part
in the performance of, or from reckless disregard by it or them of, its or their
obligations and duties under this Agreement. The Fund agrees to indemnify and
hold harmless MNA and its nominees from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and
foreign securities and blue sky laws, all as currently in existence or as
amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which MNA takes or does or omits to take or do at the request or
on the direction of or in reliance on the advice of the Fund; provided, that
neither MNA nor any of its nominees shall be indemnified against any liability
to the Fund or to its shareholders (or any expenses incident to such liability)
arising out of MNA's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement. Notwithstanding
anything else in this Agreement or any Appendix hereto to the contrary, MNA
shall have no liability to the Fund for any consequential, special or indirect
losses or damages which the Fund may incur or suffer as a consequence of MNA's
performance of the services provided in this Agreement or any Appendix hereto.

9. Responsibility of MNA. MNA shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or
as may be specifically agreed to by MNA in writing. In the performance of
its duties hereunder, MNA shall be obligated to exercise care and diligence
and to act in good faith and to use its best efforts within reasonable
limits in performing services provided for under this Agreement, but MNA shall
not be liable for any act or omission which does not constitute willful
misfeasance, bad faith or negligence on the part of MNA or reckless disregard by
MNA of its duties under this Agreement. Notwithstanding anything in this
Agreement to the contrary, MNA shall have no liability to the Fund for any
consequential, special or indirect losses or damages which the Fund may incur or
suffer by or as a consequence of MNA's performance of the services provided
hereunder.

10. Non-Exclusivity. The services of MNA to the Fund are
not to be deemed exclusive and MNA shall be free to render accounting
or other services to others (including other investment companies) and to engage
in other activities. It is understood and agreed that directors, officers or
employees of MNA may serve as directors or officers of the Fund, and that
directors or officers of the Fund may serve as directors, officers and employees
of MNA to the extent permitted by law; and that directors, officers and
employees of MNA are not prohibited from engaging in any other business activity
or from rendering services to any other person, or from serving as partners,
directors or officers of any other firm or corporation, including other
investment companies.

11. Notice. Any notice or other communication required
to be given pursuant to this Agreement shall be deemed duly given if
delivered or mailed by registered mail, postage prepaid, to the Fund at 1100
Chase Square, Rochester, New York, 14604, Attention: William Manning, or to MNA
at 1100 Chase Square, Rochester, New York, 14604, Attention: B. Reuben Auspitz.

12. Miscellaneous.

(a)This Agreement shall become effective as of the date
first above written and shall remain in force until terminated. This
Agreement, or any Appendix hereto, may be terminated at any time without the
payment of any penalty, by either party hereto on sixty (60) days' written
notice to the other party.

(b)This Agreement shall be construed in accordance with
the laws of the State of New York.

(c)If any provisions of this Agreement shall be held
or made invalid in whole or in part, the other provisions of this Agreement
shall remain in force. Invalid provisions shall, in accordance with the intent
and purpose of this Agreement, be replaced by mutual consent of the parties with
such valid provisions which in their economic effect come as close as legally
possible to such invalid provisions.

(d)Except as otherwise specified in the Appendices
hereto, MNA shall be entitled to rely on any notice or communication believed by
it to be genuine and correct and to have been sent to it by or on behalf of the
Fund.

(e)MNA agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to
the Fund and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where MNA may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.

(f)Any part of this Agreement or any Appendix attached
hereto may be changed or waived only by an instrument in writing signed
by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

EXETER FUND, INC.

By: /s/William Manning
Title: President

MANNING & NAPIER ADVISORS, INC.

By: /s/ B. Reuben Auspitz
Title: Executive Vice President

ACCOUNTING SERVICES APPENDIX
TO
MASTER SERVICES AGREEMENT
BETWEEN
EXETER FUND, INC.
MANNING & NAPIER ADVISORS, INC.

This Appendix is hereby incorporated into and made a part of the
Master Services Agreement dated as of April 14, 2000, (the "Master Services
Agreement") between EXETER FUND, INC. and MANNING & NAPIER ADVISORS, INC.
Defined terms not other wise defined herein shall have the meaning set forth in
the Master Services Agreement.

1. MNA will perform the following accounting functions
if required:

(a) Maintenance of Books and Records. MNA will
keep and maintain the following books and records of each Fund pursuant
to Rule 31a-1 under the Investment Company Act of 1940 (the "Rule"):

(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of cash and
all other debits and credits, as required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest accrued and
interest received, as required by subsection (b)(2)(i) of the Rule;

(iii) Separate ledger accounts required by subsection (b)(2)(ii) and
(iii) of the Rule; and

(iv) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule.

(b) Performance of Daily Accounting Services.
In addition to the maintenance of the books and records specified above, MNA
shall perform the following accounting services daily for each Fund:

(i) Calculate the net asset value per share utilizing prices obtained
from the sources described in subsection 1(b)(ii) below;

(ii) Obtain security prices from independent pricing services;

(iii) Verify and reconcile with the Fund's custodian all daily trade
activity, verify and reconcile cash and foreign currency daily, verify and
reconcile all positions at least monthly;

(iv) Compute, as appropriate, each Series' net income and capital
gains, dividend payables, dividend factors, 7-day yields, 7-day effective
yields, 30-day yields, and weighted average portfolio maturity;

(v) Review daily the net asset value calculation and dividend factor
(if any) for each Series prior to release to shareholders, check and confirm the
net asset values and dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ, Fund's transfer agent, the
Fund, and other recipients as requested;

(vi) Report to the Fund the daily market pricing of securities in any
money market Funds, with the comparison to the amortized cost basis;

(vii) Determine unrealized appreciation and depreciation on securities
held in variable net asset value Funds;

(viii) Amortize premiums and accrete discounts on securities purchased
at a price other than face value, if requested by the Company;

(ix) Update fund accounting system to reflect rate changes on variable
interest rate instruments;

(x) Post Fund transactions to appropriate categories;

(xi) Accrue expenses of each Series;

(xii) Determine the outstanding receivables and payables for all (1)
security trades, (2) Fund share transactions and (3) income and expense
accounts;

(xiii) Provide accounting reports in connection with the Fund's regular
annual audit and other audits and examinations by regulatory agencies and make
sufficient staff available for issues relating to said audits and examinations;
and

(xiv) Provide such periodic reports as the parties shall agree upon, as
set forth in a separate schedule.

(xv) Post shareholder activity.

(xvi) Post and monitor corporate actions not subject to investment
adviser election.

(xvii) Calculate allocation of income, expenses, and security
appreciation/depreciation across multiple classes as appropriate.

(xviii) Complete mutual fund database surveys and file as requested.

(xix) Provide access to internet-based on-line fund accounting
information system, which contains fund accounting records and information that
is required to be provided under the terms of this Agreement.

(i) Provide monthly a download (and hard copy thereof) of the financial
statements described below, upon request of the Fund. The download will include
the following items:

Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;

(ii) Provide accounting information for the following:

(A) federal and state income tax returns and federal excise tax
returns;
(B) the Fund's semi-annual reports with the Securities and Exchange
Commission ("SEC") on Form N-SAR;
(C) the Fund's annual, semi-annual and quarterly (if any) shareholder
reports;
(D) registration statements on Form N-1A and other filings relating to
the registration of shares;
(E) the Administrator's monitoring of the Fund's status as a regulated
investment company under Subchapter M of the Internal Revenue Code, as amended;
(F) annual audit by the Fund's auditors; and
(G) examinations performed by the SEC.

2. Records. MNA shall keep the following records:
(a) all books and records with respect to the
Fund's books of account; and (b) records of the Fund's securities transactions.

3. Liaison With Accountants. In addition to MNA's
obligations relating to the Fund's independent Accountants set forth in the
Master Services Agreement, MNA shall act as liaison with the Fund's independent
accountants and shall provide account analyses, fiscal year summaries, and other
audit related schedules.

4. Compensation. For services performed by MNA pursuant
to this Appendix, the Fund will pay to MNA compensation for such services
as the parties may agree to from time to time in writing, set forth in,
Schedule A, hereto, as such Schedule may be amended from time to time.

<PAGE>
SCHEDULE A
SCHEDULE OF ACCOUNTING SERVICES FEES
TO THE ACCOUNTING SERVICES AGREEMENT
BETWEEN
EXETER FUND, INC. AND
MANNING & NAPIER ADVISORS, INC.

ANNUAL FEE:

Manning & Napier Advisors, Inc. shall be entitled to receive an annual fee from
Exeter Fund, Inc. in accordance with the following schedule:

The greater of (i) four one-hundredths of on percent (0.04%) of each Series
average daily net assets or (ii) $48,000 for each Series, calculated and paid
monthly.

MULTIPLE CLASSES OF SHARES:

Each additional class of shares, per Series, shall be charged an additional
annual fee of $10,000, calculated and paid monthly.

OUT-OF-POCKET EXPENSES:

Out-of Pocket expenses include, but are not limited to:

All freight and other delivery and bonding charges incurred by Fund
Accountant in delivering materials to and from the Company;

All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Fund Accountant in communication
with the Company, the Company's investment adviser or custodian, dealers or
others as required for Fund Accountant to perform the services to be provided
hereunder;

The cost of obtaining security market quotes pursuant to Section l
(b)(ii) in the Accounting Services Appendix;

The cost of microfilm or microfiche of records or other materials;

All systems-related expenses associated with the provision of special
reports and services pursuant to Section 1(c) herein;

Any expenses Fund Accountant shall incur at the written direction of
an officer of the Company thereunto duly authorized; and

Any additional expenses reasonably incurred by Fund Accountant in the
performance of its duties and obligations under this Agreement.

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Exeter Fund, Inc.:

We hereby consent to the following with respect to Post-effective Amendment
No.36 to the Registration Statement on Form N-1A (File No. 2-92633) under the
Securities Act of 1933, as amended, of Exeter Fund, Inc.:

1. The incorporation by reference of our report dated February 18, 2000
accompanying the financial statements and financial highlights of the Small Cap
Series, International Series, Global Fixed Income Series, World Opportunities
Series, New York Tax Exempt Series, Ohio Tax Exempt Series, Diversified Tax
Exempt Series and the Life Sciences Series (eight series of Exeter Fund, Inc.)
as of December 31, 1999 into the Statement of Additional Information.

2. The reference to our firm under the heading "Financial Highlights" in the
Prospectuses.

3. The reference to our firm under the headings "Financial Statements" and
"Custodian and Independent Accountants" in the Statement of Additional
Information.

Boston, Massachusetts PricewaterhouseCoopers LLP
April 24, 2000

CODE OF ETHICS
OF
EXETER FUND, INC.
MANNING & NAPIER ADVISORS, INC.
MANNING & NAPIER ADVISORY ADVANTAGE CORPORATION
MANNING & NAPIER INVESTOR SERVICES, INC.

Adoption of this Code. This Code of Ethics ("Code") has been adopted by
EXETER FUND, INC. (the "Fund"), MANNING & NAPIER ADVISORS, INC., MANNING &
NAPIER ADVISORY ADVANTAGE CORPORATION (collectively, the "Advisors"), and
MANNING & NAPIER INVESTOR SERVICES, INC. (the "Distributor") in compliance with
Rule 17j-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act").

What Securities Are Covered by this Code. This Code covers all securities
(and any options or warrants to purchase or sell the same) in which the Fund may
invest, referred to as "Covered Securities." Covered Securities do not include
U.S. Government securities, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments (including repurchase
agreements) and shares of registered open-end investment companies.

What Activities Are Covered by this Code. This Code applies to all
activities by which a Covered Amount (see below) acquires or disposes of any
direct or indirect beneficial interest in a Covered Security. (See Appendix A
to this Code for a discussion of what constitutes such a beneficial interest).
Any such activity referred to as a "Covered Activity". Covered Activities do
not, however, include: (1) purchases or sales over which the person has no
influence or control; (2) purchases or sales which are non-volitional on the
part of the person, including purchases or sales upon the exercise of puts or
calls written by the person and sales from a margin account to a bona fide
margin call; (3) subsequent purchases of a previously approved Covered Security
which are made as part of an automatic dividend reinvestment plan; or (4)
purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of its securities, to the extent such rights were
acquired from such issuer.

What Accounts Are Covered by this Code. This Code covers all securities
accounts ("Covered Accounts") in which any Access Person (as defined in Appendix
B) has any direct or indirect beneficial interest. The Compliance Officer as
designated by the President of the Fund, the Advisors and the Distributor, as
applicable, shall be responsible, as required by the Rule, for the
identification and notification of Access Person and the maintenance of records
relating thereto.

Note: Due to the beneficial ownership provisions of the Rule (see appendix
A), Covered Accounts may include accounts not only in the names of Access
Persons, but other accounts not registered in their names, including accounts
held for their benefit, certain family accounts and certain accounts of trusts,
estates, partnerships and corporations. Access Persons may exclude accounts
which would otherwise be Covered Accounts in certain cases as discussed in
Appendix A. A Covered Account of or related to a particular Access Person is
referred to as a "Covered Account of that Access Person" or in similar terms.

Covered Transactions. A "Covered Transaction" as used in this Code means
any Covered Activity in a Covered Account involving Covered Securities.

Reporting Requirements.

A. Initial Holdings Reports. Each Access Person, except an
independent Director, is required to provide an initial holdings report
disclosing the securities he or she beneficially owns within 10 days of the date
upon which he or she become an Access Person. The initial holdings report must
contain the following information: (i) title, number of shares and principal
amount of each security; (ii) the name of any broker, dealer or bank with whom
he or she maintains a Covered Account; and (iii) the date the report is
submitted.

B. Annual Holdings Reports. Each Access Person, except an
independent Director, is required to provide a report disclosing the securities
he or she beneficially owns as of December 31st of that year. The report must
contain the following information: (i) title, number of shares and principal
amount of each security; (ii) the name of any broker, dealer or bank with whom
he or she maintains a Covered Account and; (iii) the date the report is
submitted. The report must be submitted by January 31st of the following year.
If the Access Person cannot provide the annual holdings report by January 31st,
he or she must contact the Compliance Officer and obtain permission to submit
the report at a later date. All Annual Reports must be current within 30 days
of submission.

C. Quarterly Holdings Reports. Each Access Person, except an
independent Director, is required to report all Covered Transactions in all of
the Covered Accounts of that Access Person within 10 days after the end of the
calendar quarter in which the Covered Transaction took place. It has been
determined that this reporting requirement is to be implemented by requiring
that copies of confirmations or monthly statements of all Covered Transactions
be supplied. It is the responsibility of each Access Person to arrange, as to
all of his or her Covered Accounts, that the same are supplied to the Compliance
Officer. If there is such a Covered Transaction which is not the subject of a
confirmation or statement so supplied, the Access Person, as to his or her
Covered Account, must report it within the time period stated above; each such
report shall contain the following information: (i) the date of the transaction
and the title, the interest rate and maturity (if applicable) and quantity of
the Covered Security involved; (ii) the nature of the transaction, i.e.
purchase, sale or other type of acquisition or disposition; (iii) the price at
which the transaction was effected; (iv) the name of the broker, dealer or bank
with or through whom the transaction was effected; and (v) the date the report
was submitted. With respect to any Covered Account established during the
quarter, the report shall contain the following information: The name of the
broker, dealer or bank with whom the account was established; and the date the
account was established. Any Access Person may file with the Compliance Officer
a written statement that the reporting of a specified Covered Security as
required hereby shall not be construed as an admission by that Access Person
that he or she has any direct or indirect beneficial ownership in such
securities.

D. Independent Directors. Under the Rule, each independent
Director (that is one who is not an "interested person" of the Fund as defined
in the 1940 Act) must within 10 days after the end of each calendar quarter file
a report (which is to be filed with the Compliance Officer) as to Covered
Transactions; however, such a report need be made as to a particular Covered
Security only if the Director at the time of that transaction knew, or in the
ordinary course of fulfilling his or her official duties as a Director of the
Fund should have known, that, during the 15 day period immediately preceding or
after the Covered Transaction, the Covered Security is or was purchased or sold
by the Fund or was "considered" for such purchase or sale. (See below for a
statement as to when, for the purposes of this Code, such a purchase or sale is
under consideration).

Prohibition Against Fraud, Deceit and Manipulation.

Access Persons cannot, in connection with the purchase or sale, directly or
indirectly, of a security held or to be acquired by the Fund:

(1) employ any device, scheme or artifice to defraud the Fund;

(2) make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;

(3) engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Fund; or

(4) engage in any manipulative practice with respect to the Fund.

Pre-clearance Requirements. All Access Persons must pre-clear any
proposed Covered Activity with the Trading Desk prior to proceeding with the
transaction per the requirements of the "Employee Personal Securities
Transaction Policy" attached as Appendix C. The following transactions shall
be presumed to be entitled to clearance: (i) transactions which would appear,
upon reasonable inquiry and investigation, to present no reasonable likelihood
of harm to the Fund and which are otherwise in accordance with Rule 17j-1, and
(ii) purchase or sales of securities that are not eligible for purchase or sale
by the Fund.

Investment Personnel (as defined in Appendix B) must obtain approval
from the Compliance Department and the Trading Desk before acquiring beneficial
ownership of any securities offered in connection with an Initial Public Offer
or Limited Offering (as those terms are defined in Appendix B).

Conflicting Transactions. No Access Person who is aware that the Fund
is purchasing or selling a particular Covered Security or has such a purchase or
sale under consideration may, as to any of his or her Covered Accounts, engage
in any Covered Transaction as to that Covered Security or as to any security
which is convertible into that Covered Security or into which it is convertible
or any option or warrant relating to that Covered Security.

For the purposes of this Code, a purchase or sale of a Covered
Security by the Fund is under consideration: (i) when a Covered Security is
recommended for purchase or sale; (ii) when a decision has been made, though not
yet implemented, to make such purchase or sale; or (iii) with respect to a
person making a recommendation when such a person seriously considers making
such a recommendation.

Construction and Administration of this Code. This Code shall be
administered by the Compliance Officer. The Compliance Officer (or a Review
Officer as designated by the Compliance Officer) shall have the following
duties:

A. The Compliance Officer shall notify each person who becomes an
Access Person of their reporting requirements no later than 10 days before the
first quarter in which such person is required to begin reporting.

B. A Review Officer will, on a quarterly basis, compare all
reported personal securities transactions of Access Persons with the Fund's
completed portfolio transactions and a list of securities that were being
considered for purchase or sale by the Advisors during the period to determine
whether a Code violation may have occurred. On an annual basis, the Review
Officer shall review the Duplicate confirmations and Annual Holdings reports of
Investment Personnel against the database of Covered Securities purchased or
sold by the Fund for patterns of trading activity that evidence a possible
violation of the Code of Ethics. Before determining that a person has violated
the Code, the Review Officer must give the person an opportunity to supply
explanatory material.

(1) If the Review Officer finds that a material Code violation has
occurred, or believes that a material Code violation may have occurred, the
Review Officer must submit a written report regarding the possible violation,
together with the confidential report and any explanatory material provided by
the person, to the Executive Committee. The Executive Committee will determine
whether the person violated the Code.

(2) No person is required to participate in a
determination of whether he or she has committed a Code violation or discuss the
imposition of any sanction against himself or herself.

(3) Review Officers will submit their own reports, as may
be required to an Alternate Review Officer who shall fulfill the duties of the
Review Officer with respect to the Review Officer's reports.

(4) The Review Officer will create a written report detailing any
approval(s) granted to Investment Personnel for the purchase of securities
offered in connection with an Initial Public Offering or Limited Offering. The
report must include the rationale supporting any decision to approve such a
purchase.

Resolution; Sanctions. If the Executive Committee determines that a
person has violated the Code, such committee will approve a proposed resolution
of the situation and submit the proposed resolution, with a report on the
violation, to the Board at the next regularly scheduled Board meeting unless, in
the Executive Committee's sole discretion, circumstances warrant an earlier
report. In lieu of proposing a resolution to the Board, the Executive Committee
may, if appropriate, impose upon the person a resolution and/or sanctions that
the committee deems appropriate.

Annual Written Reports to the Board At least annually, the Compliance
Officer, will provide written reports to the Fund's Board of Directors as
follows:

A. Issues Arising Under the Code. The reports must describe any
material issue(s) that arose during the previous year under the Code or
procedures thereto, including any material Code or procedural violations, and
any resulting sanction(s).

B. The Compliance Officer or the Executive Committee, as
appropriate, may report to the Board more frequently as they deem necessary or
appropriate and shall do so as requested by the Board.

C. Certification. Each report must be accompanied by a
certification to the Board that the Fund, Advisors and Distributor have adopted
procedures reasonably necessary to prevent their Access Persons from violating
the Code.

Recordkeeping. The Fund will maintain the records set forth below.
These records will be maintained in accordance with Rule 31a-2 under the 1940
Act and the following requirements. They will be available for examination by
representatives of the Securities and Exchange Commission and other regulatory
agencies.

A. A copy of this Code and any other code adopted by the Fund
which is, or at any time within the past five years has been, in effect will be
preserved in an easily accessible place.

B. A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of at least five years
following the end of the fiscal year in which the violation occurred.

C. A copy of each report submitted under this Code, including any
information provided in lieu of any such reports made under the Code, will be
preserved for a period of at least five years from the end of the fiscal year in
which it is made, for the first two years in an easily accessible place.

D. A record of all persons, currently or within the past five
years, who are or were required to submit reports under this Code, or who are or
were responsible for reviewing these reports, will be maintained in an easily
accessible place.

E. A copy of each annual report to the Board of Directors of the
Fund required by this Code must be maintained for at least five years from the
end of the fiscal year in which it is made, for the first two years in any
easily accessible place.

F. The Fund, Advisors and Distributor must maintain a record of any
decision, and the reasons supporting the decision, to approve the acquisition of
securities acquired in an Initial Public Offering or Limited Offering by any
Investment Personnel after the end of the fiscal year in which the approval is
granted.
APPENDIX A

The purpose of this Appendix is to discuss the circumstances in which
the Access Person has a "direct or indirect beneficial interest" in a securities
account. Under the Rule, this question is to be interpreted in the same manner
as it would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2)
thereunder.

Under the Rule, an Access Person need not report "with respect to
transactions effected for any account over which such person does not have any
direct or indirect influence or control." Thus, even if an Access Person has a
beneficial interest in an account, as discussed herein, any such account is not
a Covered Account as defined in the Code. For the purposes of the Code, an
Access Person may remove an account which would otherwise be a Covered Account
from that category by filing with the Compliance Officer a statement indicating
lack of influence and control as stated above together with such other documents
as the Compliance Officer may require to demonstrate such lack of influence or
control.

The general categories of types of beneficial ownership may be
summarized as follows: (i) direct ownership; (ii) securities held by others for
the benefit of the Access Person; (iii) securities held by certain family
members; and (iv) securities held by certain estates, trusts, corporations or
partnerships.

(i) Direct Ownership. This includes securities registered in the
name of an Access Person and bearer securities of which the Access Person is the
bearer.

(ii) Securities Held by Others for the Benefit of an Access
Person. This involves, in general, any agreement, arrangement or understanding
under which an Access Person derives benefits substantially equivalent to those
of ownership. This category would include, but not be limited to, securities
held by pledges, custodians and brokers.

(iii) Securities Held by Certain Family Members. The SEC has
indicated that the "beneficial ownership" of an Access Person extends to
securities owned (see below) by a wife or husband of that Access Person, by a
minor child or by other relatives (i) sharing the same household, or (ii) not
sharing same household but whose investments the Access Person directs or
controls. That ownership by relatives may direct (i.e., in their own name) or
in one or more of the indirect ways described in this Appendix. This beneficial
ownership position of the SEC is not affected by whether or not the assets being
invested are the separate property of the relative; however, an Access Person
may, as described in the Code, disclaim beneficial ownership of any particular
securities and also may, as described in this Appendix, remove from the category
of Covered Accounts over which the Access Person has no direct or indirect
influence or control.

(iv) Securities Held by Estates, Etc. An Access Person may also
have a beneficial interest in securities held by estates, trusts, partnerships
or corporations. Access Persons who are (i) settlors (i.e., creators), trustees
or beneficiaries of a trust; (ii) executors or administrators of, or
beneficiaries or legatees of, an estate; (iii) partners of a partnership, or
(iv) directors, officers or substantial shareholders of a corporation, which, in
each case, invests in Covered Securities, are required to obtain a determination
from the Compliance Officer as to whether the accounts in question are Covered
Accounts. In making any such determination, the Compliance Officer may rely on
an opinion of counsel.
<PAGE>
APPENDIX B

1. "Access Person" means:

(i) With respect to the Fund, any director, officer or
advisory person, as defined below, of the Fund;

(ii) With respect to the Advisors, any director, officer or
advisory person of the Advisors who, with respect to the Fund, makes any
recommendation, participates in the determination of which recommendation shall
be made, or whose principal function or duties relate to the determination of
which recommendation shall be made to the Fund; or who, in connection with his
or her other duties, obtains any information concerning recommendations being
made by the Advisors to the Fund.

(iii) With respect to the Distributor, any director, officer
or general partner of the Distributor who, in the ordinary course of business,
participates in or obtains information regarding the purchase or sale of Covered
Securities by the Fund or whose functions or duties in the ordinary course of
business relate to the making of any recommendation to the Fund regarding the
purchase or sale of Covered Securities.

2. "Advisory Person" of the Fund and the Advisors means:

(i) Any employee of either of them (or of any company in
the control relationship) who, in connection with is or her regular functions or
duties, makes, participates in, or obtains information regarding the purchase or
sale of a Covered Security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the
Fund or the Advisors who obtains information concerning recommendations made to
the Fund with regard to the purchase or sale of a Covered Security.

3. "Investment Personnel" of the Fund or the Advisors means:

(i) Any employee of the Fund or the Advisors or (or of any
company in a control relationship) who, in connection with his or her regular
functions or duties, makes or participates in making recommendations regarding
the purchase or sale of a Covered Security by the Fund.

An offering of securities registered under the Securities and
Exchange Act of 1933, the issuer of which, immediately before registration, was
not subject to the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934.

4. "Limited Offering" means:

An offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of the
Securities Act of 1933.