EXPENSE LIMITATION AGREEMENT
This agreement is made as of the 18th day of November, 2004 by and between
EXETER FUND, INC., a Maryland Corporation (the "Fund"), and XXXXXXX & XXXXXX
ADVISORS, INC., a New York Corporation (the "Advisor"), with respect to the
following:
WHEREAS, the Advisor serves as the investment advisor to certain series of
the Fund (each, a "Series"), as listed on Schedule A, pursuant to an Investment
Advisory Agreement dated April 30, 1993, as amended from time to time (the
"Investment Advisory Agreement"); and
WHEREAS, the Fund and the Advisor desire to enter into a contractual fee
waiver arrangement for the period beginning March 1, 2005 and ending on February
28, 2006.
NOW THEREFORE, 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 does not exceed the
"Expense Limitation" for such Series as set forth on Schedule A for the period
beginning on March 1, 2005 and ending on February 28, 2006.
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 Investment Company Act of 1940, as amended (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 Securities and Exchange Commission ("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.
EXETER FUND, INC.
On behalf of each of its Series listed on Schedule A hereto
by: /s/ B Xxxxxx Xxxxxxx
By: B. Xxxxxx Xxxxxxx
Title: President
XXXXXXX & XXXXXX ADVISORS, INC.
by:/s/ Xxxxxxxx Xxxxxx
By: Xxxxxxxx Xxxxxx
Title: Corporate Secretary
SCHEDULE A
Series Expense Limitation
Pro-Blend Conservative Term Series Class A 1.00%
Pro-Blend Conservative Term Series Class B 2.00%
Pro-Blend Conservative Term Series Class C 1.75%
Pro-Blend Conservative Term Series Class D 1.50%
Pro-Blend Conservative Term Series Class E 1.25%
Pro-Blend Moderate Term Series Class A 1.20%
Pro-Blend Moderate Term Series Class B 2.20%
Pro-Blend Moderate Term Series Class C 1.95%
Pro-Blend Moderate Term Series Class D 1.70%
Pro-Blend Moderate Term Series Class E 1.45%
Pro-Blend Extended Term Series Class A 1.20%
Pro-Blend Extended Term Series Class B 2.20%
Pro-Blend Extended Term Series Class C 1.95%
Pro-Blend Extended Term Series Class D 1.70%
Pro-Blend Extended Term Series Class E 1.45%
Pro-Blend Maximum Term Series Class A 1.20%
Pro-Blend Maximum Term Series Class B 2.20%
Pro-Blend Maximum Term Series Class C 1.95%
Pro-Blend Maximum Term Series Class D 1.70%
Pro-Blend Maximum Term 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 1.45%
Equity Series 1.05%
Overseas Series 1.05%
