EXPENSE LIMITATION AGREEMENT
This agreement is made as of the 9th day of May, 2002 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 as of the inception of the All-Equity
Series and the World Opportunities Series II and ending on February 28, 2003;
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 the Series' inception and ending
on February 28, 2003;
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/ Xxxxxxxx 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
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All-Equity Series 1.05%
World Opportunities Series II 1.05%
