AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENT
THIS AMENDMENT is made as of the 1st day of November, 2003 by and between
EXETER FUND, INC., a Maryland corporation (the "Fund") and XXXXXXX & XXXXXX
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; and
WHEREAS, the Fund and MNA desire to amend that certain Master Services
Agreement entered into as the 14th day of April, 2000 (the "Agreement"), in
order to provide for different fees and expenses paid to MNA thereunder.
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties as follows:
1. Fee Schedule. The fee schedules (each as Schedule A to their respective
appendix) to the Transfer Agent Services Appendix and Accounting Services
Appendix in the Agreement are hereby replaced in their entirety by the single
Fee Schedule attached hereto as Schedule A.
2. Effective Date. The terms of this Amendment shall become effective as of
November 1, 2003.
3. Remainder of Agreement. Other than that which is amended hereby, all
other terms and conditions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the ___th day of November, 2003.
EXETER FUND, INC.
/s/ B. Xxxxxx Xxxxxxx
Name: B. Xxxxxx Xxxxxxx
Title: Chairman and Chief Executive Officer
XXXXXXX & XXXXXX ADVISORS, INC.
/s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Corporate Secretary
SCHEDULE A
Schedule of Services Fees
between
Exeter Fund, Inc. and
Xxxxxxx & Xxxxxx Advisors, Inc.
Exeter Fund Fees. Xxxxxxx & Xxxxxx Advisors, Inc. ("MNA") shall be entitled to
receive an annual fee from Exeter Fund, Inc. (the "Fund") in accordance with the
following schedule:
Fund Accounting and Transfer Agency Services
Asset-Based Fee ( per annum in basis points)
On incremental net assets of: 2004 2005 2006 2007& 2008
$ 0 - $900 million 15 13 12 11
>$900 million - $1.5 billion 11 10 9 7
$ 1.5 billion 7 6 5 4
Net assets shall be aggregated across all series to determine a total fee
for all series. For purposes of determining the fees payable for Fund
Accounting and Transfer Agency services, the value of each Series' net assets
shall be computed in the manner described in the applicable Articles of
Incorporation or in such Series' offering documents (e.g., Prospectus or
Statement of Additional Information) as from time to time in effect for the
computation of the value of such net assets in connection with the purchase and
redemption of shares.
The foregoing fees are subject to an annual minimum of $50,000 times the number
of series for which services are provided; such minimum for any year will be
pro-rated with regard to any Series in existence for only part of a year based
on the number of months for which such Series was in existence versus 12. For
example, if there is a total of 10 series in existence at the beginning of a
year, all of which remain in existence for the whole year, and an additional
Series is launched in May of such year the minimum would be $533,333 (10 x
50,000 + (50,000 x 8/12)).
Additional Fees
Per class in excess of 1 per Series: $ 10,000 per annum
Per Account Fee (Transfer Agency):
Minimum-service* accounts > 17,500 $ 12.50 per account
Full-service* accounts > 5,000 $ 37.50 per account
Closed accounts > 10,000 $ 3.00 per account
Anti-money laundering services
Identity Checks 0.17 per identity checked
Early warning software annual fee $ 575 per annum
Equifax verification $ 5 per request
After-tax total return calculations 800 per annum per Series (related to Fund only)
* Minimum-service accounts are shareholder accounts for which MNA does not provide
certain services. Such accounts are designated as such on MNA's transfer agency
system. All other open accounts are full-service accounts.
Out-of-Pocket Expenses. In addition to the fees set forth above, the Fund
agrees to reimburse MNA for any out-of-pocket expenses. Out-of-pocket expenses
include, but are not limited to the following:
- Security Pricing. The Fund will reimburse MNA the following fees for
providing pricing of securities in the portfolios of the Fund.
Per domestic equity security $0.18 per day
Per international or bond (other than municipal) security $0.50 per day
Per municipal security $0.55 per day
The foregoing fees will be charged per security regardless of how many
portfolios contain such security.
- Courier and other delivery charges
- Telephone costs
- Microfilm costs
- Banking costs
General. All fees and expenses will be billed monthly in arrears and are due
within 30 days of invoice date.
