EXPENSE LIMITATION AGREEMENT
This agreement is made as of the 2nd day of February, 2000 by and between EXETER
INSURANCE 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
Portfolio's, as listed on Schedule A, pursuant to an Investment Advisory
Agreement dated December 13, 1995; 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:
1. The Advisor agrees to waive its fee and/or reimburse expenses so that each
Portfolios' total annual fund operating expenses do not exceed the amounts
listed on Schedule A for a period beginning on May 1, 2000 and ending on April
30, 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]
EXETERINSURANCE FUND, INC.
Attest: /s/ Xxxx X. Xxxxxxx
by: /s/ B. Xxxxxx Xxxxxxx
By: B. Xxxxxx Xxxxxxx Title: President
XXXXXXX & XXXXXX ADVISORS, INC.
Attest: /s/ Xxxx X. Xxxxxxx
by: /s/ Xxxxxxx Xxxxxxx
By: Xxxxxxx Xxxxxxx
Title: President
SCHEDULE A
Portfolio Expense Limitation
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Moderate Growth Portfolio 1.20%
Growth Portfolio 1.20%
Maximum Horizon Portfolio 1.20%
