ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                EXETER FUND, INC.

     EXETER  FUND,  INC.  (the "Corporation"), a corporation organized under the
laws  of  the  State of Maryland, having its principal place of business at 1100
Chase  Square,  Rochester,  New  York  14604,  does  hereby certify to the State
Department  of  Assessments  and  Taxation  of Maryland (the "Department") that:

     FIRST:  The  Corporation  is  registered  as an open-end investment company
under  the  Investment  Company  Act  of  1940.

     SECOND:  At  a  meeting  held on May 18, 2004 the Board of Directors of the
Corporation  adopted  resolutions  designating and classifying (i) fifty million
(50,000,000)  shares  of the authorized, unissued and unclassified capital stock
of  the  Corporation as the Financial Services Series Class A; (ii) seventy-five
million (75,000,000) shares of the authorized, unissued and unclassified capital
stock of the Corporation as the Core Bond Series Class A; and (iii) seventy-five
million (75,000,000) shares of the authorized, unissued and unclassified capital
stock  of  the  Corporation  as  the  Core  Bond  Series  Class  A.

     THIRD:  The description of the shares of stock designated and classified by
the  Corporation,  as  amended  by  these  Articles  of Amendment; including the
preferences,  conversion  and  other  rights,  voting  powers,  restrictions,
limitations  as  to  dividends,  qualifications  and  terms  and  conditions  of
redemption is as set forth in the Articles of Incorporation, as amended, and has
not  changed  in  connection  with  these  Articles  of  Amendment.

FOURTH: These Articles of Amendment to the Articles of Incorporation are limited
to changes expressly authorized by Section 2-605 of Maryland General Corporation
Law  to  be  made  without  action  by  the  stockholders.

     FIFTH:  These  Articles  of Amendment shall be effective as of the date the
Department  accepts  these  Articles  for  record.

IN  WITNESS WHEREOF, EXETER FUND, INC. has caused these presents to be signed in
its  name  and  on  its  behalf  by  its  President and its corporate seal to be
hereunto  affixed and attested by its Secretary as of the 18th day of May, 2004.

                    EXETER  FUND,  INC.



                    By:/s/  B.  Reuben  Auspitz
                              B.  Reuben  Auspitz
                              President

[Seal]


Attest:


/s/  Jodi  L.  Hedberg
Jodi  L.  Hedberg
Secretary


     THE  UNDERSIGNED, President of Exeter Fund, Inc., who executed on behalf of
said  corporation  the foregoing Articles of Amendment of which this certificate
is  made  a  part,  hereby  acknowledges,  in  the  name  and  on behalf of said
corporation, the foregoing Articles of Amendment to be the corporate act of said
corporation  and  further  certifies  that,  to  the  best  of  his  knowledge,
information  and  belief, the matters and facts set forth herein with respect to
the  approval  thereof are true in all material respects, under the penalties of
perjury.


                              /s/  B.  Reuben  Auspitz
                              B.  Reuben  Auspitz
                              President