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 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 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/ Xxxx X. Xxxxxxx
by:_/s/ Xxxxxxx Xxxxxxx
By: Xxxxxxx Xxxxxxx
Title:President
XXXXXXX & XXXXXX ADVISORS, INC.
Attest:_/s/ Xxxx X. Xxxxxxx
by:_/s/ B. Xxxxxx Xxxxxxx
By: B. Xxxxxx Xxxxxxx
Title:Executive Vice President
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%
