EXETER FUND, INC. AMENDED AND RESTATED MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
EXETER
FUND, INC.
AMENDED
AND RESTATED
G:\FUND\485's\485b\2006
annuals filed in 2007\10.31.06 annual filed in Jan07\Exhibits\Amended
and
Restated Mutual Fund Custody and Service Agreement 2006
EX-99.g(a).doc
TABLE
OF CONTENTS
SECTIONPAGE
DEFINITIONS
ARTICLE
I - CUSTODY PROVISIONS
1. Appointment of Custodian
2. Custody of Cash and Securities
3. Settlement
of Series Transactions
4. Lending of Securities
5. Persons
Having Access to Assets of the Series
6. Standard
of Care; Scope of Custodial Responsibilities
7. Appointment
of Subcustodians;Transfer of Assets to Subcustodians or Brokers
8. Overdraft
Facility and Security for Payment
9. Tax
Obligations
ARTICLE
II - FOREIGN CUSTODY MANAGER SERVICES
1. Delegation
2. Changes
to Appendix C
3. Reports
to Board
4. Monitoring
System
5. Withdrawing
Fund Assets
5. Standard
of Care
7. Use
of
Securities Depositories
ARTICLE
III - INFORMATION SERVICES
1. Risk
Analysis
2. Monitoring
of Securities Depositories
3. Use
of
Agents
4. Exercise
of Reasonable Care
5. Liabilities
and Warranties
ARTICLE
IV - GENERAL PROVISIONS
1. Compensation
2. Insolvency
of Foreign Custodians
3. Damages
4. Indemnification;
Liability of the Series
5. Force
Majeure
6. Termination
7. Inspection
of Books and Records
8. Confidentiality
9. Miscellaneous
APPENDIX
A. SERIES SUBJECT TO THE AGREEMENT
APPENDIX
B. SELECTED COUNTRIES
APPENDIX
C. LIST OF AUTHORIZED PERSONS
APPENDIX
D. FUND OFFICERS
EXHIBIT
A. CUSTOMER IDENTIFICATION PROGRAM NOTICE
G:\FUND\485's\485b\2006
annuals filed in 2007\10.31.06 annual filed in Jan07\Exhibits\Amended
and
Restated Mutual Fund Custody and Service Agreement 2006 EX-99.g(a).doc
EXETER
FUND, INC.
AMENDED
AND RESTATED
This
AMENDED AND RESTATED AGREEMENT,
is
effective as of the 8th day of May, 2006, and is between EXETER
FUND, INC., (the
"Fund"), a corporation organized under the laws of the State of Maryland having
its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇
▇▇▇▇▇ and MELLON
TRUST OF NEW ENGLAND, N.A.,
(the
"Custodian") a national banking association with its principal place of business
at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS,
the
Fund
is authorized to issue shares in separate series with each such series
representing interests in a separate portfolio of securities and other assets,
and the Fund has made the Series listed on Appendix
A
subject
to this Agreement (each such series, together with all other series subsequently
established by the Fund and made subject to the Agreement in accordance with
the
terms hereof, shall be referred to as "a Series" and collectively as "the
Series") which Appendix may be amended by the parties by executing a later
dated
Appendix without the need to formally amend this Agreement;
WHEREAS,
the Fund
and the Custodian desire to amend and restate the terms of their existing
Custody Agreement dated as of April 3, 1992, as amended as of July 30, 1993,
and
June 29, 2001, to set forth their amended and restated agreement with respect
to
the custody of the Series’ Securities and cash and the processing of Securities
transactions;
WHEREAS,
the
Board desires to delegate certain of its responsibilities for performing the
services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to
the
Custodian as a Foreign Custody Manager;
WHEREAS,
the
Custodian agrees to accept such delegation with respect to Assets, including
those held by Foreign Custodians in the Selected Countries as set forth in
jurisdictions listed on Appendix
B
as set
forth in Article II; and
WHEREAS,
the
Custodian agrees to perform the function of a Primary Custodian under Rule
17f-7;
NOW
THEREFORE,
the
Fund and the Custodian agree as follows:
DEFINITIONS
The
following words and phrases, unless the context requires otherwise, shall have
the following meanings:
| 1. |
"Act":
the Investment Company Act of 1940 and the Rules and Regulations
thereunder, all as amended from time to
time.
|
| 2. |
"Agreement":
this agreement and any amendments.
|
| 3. |
"Assets":
any of the Series’ investments, including foreign currencies and
investments for which the primary market is outside the United States,
and
such cash and cash equivalents as are reasonably necessary to effect
the
Series’ transactions in such
investments.
|
| 4. |
"Authorized
Person":
the Chairman of the Fund’s Board, its President, and any Vice President,
Secretary, Treasurer or any other person, whether or not any such
person
is an officer or employee of the Fund, duly authorized by the Board
to add
or delete jurisdictions pursuant to Article II and to give Instructions
on
behalf of a Series which is listed in the Certificate annexed hereto
as
Appendix
C
or
such other Certificate as may be received by the Custodian from time
to
time.
|
| 5. |
"Board":
the Board of Directors of the Fund.
|
| 6. |
"Book-Entry
System":
the Federal Reserve/Treasury book-entry system for United States
and
federal agency Securities, its successor or successors and its nominee
or
nominees.
|
| 7. |
"Business
Day":
any day on which the Series, the Custodian, the Book-Entry System
and
appropriate clearing corporation(s) are open for
business.
|
| 8. |
"Certificate":
any notice, instruction or other instrument in writing, authorized
or
required by this Agreement to be given to the Custodian, which is
actually
received by the Custodian and signed on behalf of a Series by an
Authorized Person or Persons designated by the Board to issue a
Certificate.
|
| 9. |
"Eligible
Securities Depository":
the meaning of the term set forth in Rule
17f-7(b)(1).
|
| 10. |
"Foreign
Custodian":
any entity that meets the definition of Eligible Foreign Custodian
as
defined in Rule 17f-5(a)(1) under the Act or any other entity other
than a
Securities Depository that the Securities and Exchange Commission
qualifies as such by exemptive order, no-action relief, rule or other
appropriate action. For the avoidance of doubt, the term "Foreign
Custodian" shall not include Euroclear, Clearstream, their successors
or
any other transnational system for the central handling of securities
or
equivalent book-entries regardless of whether or not such entities
or
their service providers are acting in a custodial capacity with respect
to
Assets, Securities or other property of the
Series.
|
| 11. |
"Foreign
Custody Manager":
the meaning set forth in Rule
17f-5(a)(3).
|
| 12. |
"Instructions":
(i) all directions to the Custodian from an Authorized Person pursuant
to
the terms of this Agreement; (ii) all directions by or on behalf
of the
Fund through an Authorized Person to the Custodian in its corporate
capacity (or any of its affiliates) with respect to contracts for
foreign
exchange; (iii) all directions by or on behalf of the Fund pursuant
to an
agreement with Custodian (or any of its affiliates) with respect
to
benefit disbursement services or information or transactional services
provided via a web site sponsored by the Custodian (or any of its
affiliates) (e.g., the "Workbench web site") if such agreement
specifically provides that authorized persons thereunder are deemed
to be
authorized to give instructions under this Agreement and (iv) all
directions by or on behalf of the Fund pursuant to any other agreement
or
procedure between the Custodian (or any of its affiliates) and the
Fund,
if such agreement or procedure specifically provides that authorized
persons thereunder are deemed to be authorized to give instructions
under
this Agreement. Instructions shall be in writing, transmitted by
first
class mail, overnight delivery, private courier, facsimile, or shall
be an
electronic transmission subject to the Custodian’s policies and
procedures, other institutional delivery systems or trade matching
utilities as directed by an Authorized Person and supported by the
Custodian, or other methods agreed upon in writing by the Fund and
Custodian. The Custodian may, in its discretion, accept oral directions
and instructions from an Authorized Person and may require confirmation
in
writing.
|
| 13. |
"Primary
Custodian":
the meaning set forth in Rule
17f-7(b)(2).
|
| 14. |
"Prospectus":
a
Series' current prospectus and statement of additional information
relating to the registration of the Shares under the Securities Act
of
1933, as amended.
|
| 15. |
"Risk
Analysis":
the analysis required under Rule
17f-7(a)(1)(i)(A).
|
| 16. |
"Rules
17f-4, 17f-5 and
17f-7":
such Rules as promulgated under Section 17(f) of the Act, as such
rules
(and any successor rules or regulations) may be amended from time
to
time.
|
| 17. |
"Security"
or
"Securities":
bonds, debentures, notes, stocks, shares, evidences of indebtedness,
and
other securities, commodities, interests and investments from time
to time
owned by the Series.
|
| 18. |
"Securities
Depository":
a
system for the central handling of securities as defined in Rule
17f-4.
|
| 19. |
"Selected
Countries":
the jurisdictions listed on Appendix
B
as
such may be amended from time to time in accordance with Article
II.
|
| 20. |
"Shares":
shares of each Series, however
designated.
|
| ARTICLE I. |
-
CUSTODY PROVISIONS
|
| 1. |
Appointment of Custodian.
The
Board appoints the Custodian, and the Custodian accepts appointment,
as
custodian of all the Securities and monies at the time owned by or
in the
possession of the Series during the period of this Agreement.
|
| 2. |
Custody of Cash and Securities.
|
a. Receipt and Holding of Assets.
The
Series will deliver or cause to be delivered to the Custodian all Securities
and
monies owned by it at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and monies until actually
received. The Board specifically authorizes the Custodian to hold Securities,
Assets or other property of the Series with any domestic subcustodian, or
Securities Depository, and Foreign Custodians or Eligible Securities
Depositories in the Selected Countries as provided in Article II. Securities
and
monies of the Series deposited in a Securities Depository or Eligible Securities
Depositories will be reflected in an account or accounts which include only
assets held by the Custodian or a Foreign Custodian for its
customers.
b. Disbursements
of Cash and Delivery of Securities.
The
Custodian shall disburse cash or deliver out Securities only for the purposes
listed below. Instructions must specify or evidence the purpose for which any
transaction is to be made and the Series shall be solely responsible to assure
that Instructions are in accord with any limitations or restrictions applicable
to the Series.
(1) In
payment for Securities purchased for the applicable Series;
(2) In
payment of dividends or distributions with respect to Shares;
(3) In
payment for Shares which have been redeemed by the applicable Series;
(4) In
payment of taxes;
(5) When
Securities are sold, called, redeemed, retired, or otherwise become
payable;
(6) In
exchange for or upon conversion into other securities alone or other securities
and cash pursuant to any plan or merger, consolidation, reorganization,
recapitalization or readjustment;
(7) Upon
conversion of Securities pursuant to their terms into other
securities;
(8) Upon
exercise of subscription, purchase or other similar rights represented by
Securities;
(9) For
the
payment of interest, management or supervisory fees, distributions or operating
expenses;
(10) In
payment of fees and in reimbursement of the expenses and liabilities of the
Custodian attributable to the applicable Series;
(11) In
connection with any borrowings by the applicable Series or short sales of
securities requiring a pledge of Securities, but only against receipt of amounts
borrowed;
(12) In
connection with any loans, but only against receipt of adequate collateral
as
specified in Instructions which shall reflect any restrictions applicable to
the
Series.
(13) For
the
purpose of redeeming Shares of the capital stock of the applicable Series and
the delivery to, or the crediting to the account of, the Custodian or the
applicable Series’ transfer agent, such Shares to be purchased or
redeemed;
(14) For
the
purpose of redeeming in kind Shares of the applicable Series against delivery
to
the Custodian, its Subcustodian or the applicable Series’ transfer agent of such
Shares to be so redeemed;
(15) For
delivery in accordance with the provisions of any agreement among the Fund,
the
Custodian and a broker-dealer registered under the Securities Exchange Act
of
1934 (the "Exchange Act") and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange, or
of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund. The Custodian will
act
only in accordance with Instructions in the delivery of Securities to be held
in
escrow and will have no responsibility or liability for any such Securities
which are not returned promptly when due other than to make proper requests
for
such return;
(16) For
spot
or forward foreign exchange transactions to facilitate security trading, receipt
of income from Securities or related transactions;
(17) Upon
the
termination of this Agreement;
(18) For
other
proper purposes as may be specified in Instructions issued by an Authorized
Person of the Fund which shall include a statement of the purpose for which
the
delivery or payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons to whom delivery
or payment is to be made, and a Certificate stating that the purpose is a proper
purpose under the instruments governing the Fund; and
(19) For
delivery of Securities or monies of the Fund as set forth under Article I,
Section 7 of this Agreement.
c. Actions
to Be Taken without Instructions.
Unless
an Instruction to the contrary is received, the Custodian shall:
(1) Collect
all income due or payable, provided that the Custodian shall not be responsible
for the failure to receive payment of (or late payment of) distributions or
other payments with respect to Securities or other property held in the
account;
(2) Present
for payment and collect the amount payable upon all Securities which may mature
or be called, redeemed, retired or otherwise become payable. Notwithstanding
the
foregoing, the Custodian shall have no responsibility to the Series for
monitoring or ascertaining any call, redemption or retirement dates with respect
to put bonds or similar instruments which are owned by the Series and held
by
the Custodian or its nominees where such dates are not published in sources
routinely used by the Custodian. Nor shall the Custodian have any responsibility
or liability to the Series for any loss by the Series for any missed payments
or
other defaults resulting therefrom, unless the Custodian received timely
notification from the Series specifying the time, place and manner for the
presentment of any such put bond owned by the Series and held by the Custodian
or its nominee. The Custodian shall not be responsible and assumes no liability
for the accuracy or completeness of any notification it receives from the issuer
of put bonds or similar instruments that the Custodian forwards (without
modification) to the Series;
(3) Surrender
Securities in temporary form for definitive Securities;
(4) Hold
directly, or through a Securities Depository with respect to Securities therein
deposited, for the account of the applicable Series all rights and similar
Securities issued with respect to any Securities held by the Custodian hereunder
for that Series;
(5) Promptly
submit or cause to be submitted to the applicable Series or its investment
advisor as designated by the Fund information actually received by the
Custodian, or summaries of information, regarding ownership rights pertaining
to
property held for the applicable Series, in accordance with the Custodian’s
practices, excluding bankruptcy matters to which the Custodian’s duties are set
forth in Section (6) below;
(6) Forward
to the Authorized Person designated by the Fund an initial notice of bankruptcy
cases relating to Securities held for the applicable Series and a notice of
any
required action related to such bankruptcy cases as may be actually received
by
the Custodian. No further action or notification related to the bankruptcy
case
shall be required absent the specific written agreement of the parties
hereto;
(7) Deliver
or cause to be delivered any Securities held for the applicable Series in
exchange for other Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(8) Deliver
or cause to be delivered any Securities held for the applicable Series to any
protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation or recapitalization
or sale of assets of any corporation, and receive and hold under the terms
of
this Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
(9) Make
or
cause to be made such transfers or exchanges of the assets specifically
allocated to the applicable Series and take such other steps as shall be stated
in Instructions to be for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or recapitalization of
the
applicable Series;
(10) Deliver
Securities upon the receipt of payment in connection with any repurchase
agreement related to such Securities entered into by the Series;
(11) Deliver
Securities owned by the applicable Series to the issuer thereof or its agent
when such Securities are called, redeemed, retired or otherwise become payable;
provided, however, that in any such case the cash or other consideration is
to
be delivered to the Custodian. Notwithstanding the foregoing, the Custodian
shall have no responsibility to the Series for monitoring or ascertaining any
call, redemption or retirement dates with respect to the put bonds or similar
instruments which are owned by the Series and held by the Custodian or its
nominee where such dates are not published in sources routinely used by the
Custodian. Nor shall the Custodian have any responsibility or liability to
the
Series for any loss by the Series for any missed payment or other default
resulting therefrom unless the Custodian received timely notification from
the
Series specifying the time, place and manner for the presentment of any such
put
bond owned by the Series and held by the Custodian or its nominee. The Custodian
shall not be responsible and assumes no liability for the accuracy or
completeness of any notification it receives from the issuer of put bonds or
similar instruments that the Custodian forwards (without modification) to the
Series;
(12) Endorse
and collect all checks, drafts or other orders for the payment of money received
by the Custodian for the account of the applicable Series; and
(13) Consistent
with its duties hereunder, execute any and all documents, agreements or other
instruments as may be necessary to perform its duties as set forth in this
Agreement.
d. Confirmation and Statements.
Promptly after the close of business on each day, the Custodian shall furnish
each Series with confirmations and a summary of all transfers to or from the
account of the Series during the day. Where securities purchased by a Series
are
in a fungible bulk of securities registered in the name of the Custodian (or
its
nominee) or shown on the Custodian's account on the books of a Securities
Depository, the Custodian shall by book-entry or otherwise identify the quantity
of those securities belonging to that Series. At least monthly and such other
times as may be reasonably requested by the Fund, the Custodian shall furnish
each Series with a detailed statement of the Securities and monies held for
the
Series under this Agreement.
e. Registration of Securities.
The
Custodian is authorized to hold all Securities, Assets, or other property of
each Series in nominee name, in bearer form or in book-entry form. The Custodian
may register any Securities, Assets or other property of each Series in the
name
of the Fund or the Series, in the name of the Custodian, any domestic
subcustodian, or Foreign Custodian, in the name of any duly appointed registered
nominee of such entity, or in the name of a Securities Depository or its
successor or successors, or its nominee or nominees. The Fund agrees to furnish
to the Custodian appropriate instruments to enable the Custodian to hold or
deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of a Securities Depository, any Securities
which it may hold for the account of the applicable Series and which may from
time to time be registered in the name of the Fund or the applicable Series.
f. Segregated Accounts.
Upon
receipt of Instructions, the Custodian will from time to time establish
segregated accounts on behalf of the applicable Series to hold and deal with
specified Assets as shall be directed.
| 3. |
Settlement
of Series Transactions.
|
a. Customary
Practices.
Settlement of transactions may be effected in accordance with trading and
processing practices customary in the jurisdiction or market where the
transaction occurs. The Fund acknowledges that this may, in certain
circumstances, require the delivery of cash or Securities (or other property)
without the concurrent receipt of Securities (or other property) or cash. In
such circumstances, the Custodian shall have no responsibility for nonreceipt
of
payments (or late payment) or nondelivery of Securities or other property (or
late delivery) by the counterparty.
b. Contractual
Income.
The
Custodian shall credit the applicable Series, in accordance with the Custodian’s
standard operating procedure, with income and maturity proceeds on Securities
on
contractual payment date net of any taxes or upon actual receipt. To the extent
the Custodian credits income on contractual payment date, the Custodian may
reverse such accounting entries to the contractual payment date if the Custodian
reasonably believes that such amount will not be received.
c. Contractual
Settlement.
The
Custodian will attend to the settlement of Securities transactions in accordance
with the Custodian’s standard operating procedure, on the basis of either
contractual settlement date accounting or actual settlement date accounting.
To
the extent the Custodian settles certain Securities transactions on the basis
of
contractual settlement date accounting, the Custodian may reverse to the
contractual settlement date any entry relating to such contractual settlement
if
the Custodian reasonably believes that such amount will not be
received.
| 4. |
Lending of Securities.
The
Custodian may lend the Assets of the Series in accordance with the
terms
and conditions of a separate securities lending agreement, approved
by the
Fund.
|
| 5. |
Persons
Having Access to
Assets of the Series.
|
d. No
director or agent of the Fund, and no officer, director, employee or agent
of
the Fund's investment adviser, of any sub-investment adviser of the Fund, or
of
the Fund's administrator, shall have physical access to the Assets of the Series
held by the Custodian or be authorized or permitted to withdraw any investments
of the Series, nor shall the Custodian deliver any Assets of the Series to
any
such person. No officer, director, employee or agent of the Custodian who holds
any similar position with the Fund's investment adviser, with any sub-investment
adviser of the Fund or with the Fund's administrator shall have access to the
Assets of the Series.
e. Nothing
in this Section 5 shall prohibit any duly authorized officer, employee or agent
of the Fund, or any duly authorized officer, director, employee or agent of
the
investment adviser, of any sub-investment adviser of the Series or of the
Series’ administrator, from giving Instructions to the Custodian or executing a
Certificate so long as it does not result in delivery of or access to Assets
of
the Series prohibited by paragraph (a) of this Section 5.
| 6. |
Standard
of Care; Scope of Custodial Responsibilities.
|
f. Standard of Care.
Custodian shall be required to exercise due care and diligence in accordance
with reasonable commercial standards and to act in good faith to ensure the
accuracy and completeness of all services performed under this Agreement unless
otherwise provided herein.
(1) Notwithstanding
any other provision of this Agreement except Article I, Section 6(a)(2), Article
I, Section 7, and Article II, Section 7, the Custodian shall not be liable
for
any loss or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except for any such loss or damage arising out
of
the negligence, bad faith or willful misconduct of the Custodian or the
Custodian’s reckless disregard of its duties, obligations and responsibilities,
as set forth in the Agreement.
(2) The
Custodian shall be liable to the Fund for any loss or damage to the Fund (or
a
Series) caused by or resulting from the acts or omissions of any subcustodian
appointed by the Custodian hereunder, to the extent that the Custodian would
be
liable to the Fund (or the Series) hereunder, except as otherwise provided
in
Article IV, Section 2.
(3) The
Custodian may, with respect to questions of law, apply for and obtain the advice
and opinion of counsel to the Fund or of its own counsel, at the expense of
the
Custodian or, with prior written approval, at the expense of the Fund, and,
provided that the Fund has been appropriately notified of such advice and has
not provided the Custodian written notice regarding its disagreement with such
advice, shall be fully protected with respect to anything done or omitted by
it
in good faith in conformity with such advice or opinion.
g. Scope of Duties.
Without
limiting the generality of the foregoing, the Custodian shall be under no duty
or obligation to inquire into, and shall not be liable for:
(1) The
acts
or omissions of any agent appointed pursuant to Instructions of the Fund or
its
investment advisor including, but not limited to, any broker-dealer or other
entity to hold any Securities or other property of the Fund as collateral or
otherwise pursuant to any investment strategy.
(2) The
validity of the issue of any Securities purchased by the Series, the legality
of
the purchase thereof, or the propriety of the amount paid therefor;
(3) The
legality of the sale of any Securities by the Series or the propriety of the
amount for which the same are sold;
(4) The
legality of the issue or sale of any Shares, or the sufficiency of the amount
to
be received therefor;
(5) The
legality of the redemption of any Shares, or the propriety of the amount to
be
paid therefore;
(6) The
legality of the declaration or payment of any distribution of the Series;
and
(7) The
legality of any borrowing for temporary administrative or emergency
purposes.
h. No Liability until Receipt.
The
Custodian shall not be liable for, or considered to be the Custodian of, any
money, whether or not represented by any check, draft, or other instrument
for
the payment of money, received by it on behalf of the Series until the Custodian
actually receives and collects such money.
i. Amounts Due from Transfer Agent.
The
Custodian shall not be required to effect collection of any amount due to the
Series from the Series’ transfer agent nor be required to cause payment or
distribution by such transfer agent of any amount paid by the Custodian to
the
transfer agent.
j. Collection Where Payment Refused.
The
Custodian shall not be required to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in default,
or
if payment is refused after due demand or presentation, unless and until it
shall be directed by an Authorized Person of the Fund to take such action and
it
shall be assured to its satisfaction of reimbursement of the reasonable costs
and expenses it incurs when taking such action.
k. No Duty to Ascertain Authority.
The
Custodian shall not be under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the Series are such as
may
properly be held by the Series under the provisions of its governing instruments
or Prospectus.
l. Reliance on Instructions.
The
Custodian shall be entitled to rely upon any Instruction, notice or other
instrument in writing received by the Custodian and reasonably believed by
the
Custodian to be genuine and to be signed by an Authorized Person of the Series.
Where the Custodian is issued Instructions orally, the Series acknowledges
that
if written confirmation is requested, the validity of the transactions or
enforceability of the transactions authorized by the Series shall not be
affected if such confirmation is not received or is contrary to oral
Instructions given; provided that such oral Instructions reasonably appear
to be
genuine and to have been received from an Authorized Person. The Custodian
shall
be fully protected in acting in accordance with all such Instructions and in
failing to act in the absence thereof. The Custodian shall be under no duty
to
question any direction of an Authorized Person with respect to the portion
of
the account over which such Authorized Person has authority, to review any
property held in the account, to make any suggestions with respect to the
investment and reinvestment of the Assets in the account, or to evaluate or
question the performance of any Authorized Person. The Custodian shall not
be
responsible or liable for any diminution of value of any Securities or other
property held by the Custodian or its subcustodians pursuant to Instructions.
In
following Instructions, the Custodian shall be fully protected and shall not
be
liable for the acts or omissions of any person or entity not selected or
retained by the Custodian in its sole discretion, including but not limited
to,
any broker-dealer or other entity designated by the Fund or Authorized Person
to
hold property of the account as collateral or otherwise pursuant to an
investment strategy.
| 7. |
Appointment of Subcustodians;
Transfer of Assets to Subcustodians or Brokers.
The Custodian is hereby authorized to appoint one or more domestic
subcustodians (which may be an affiliate of the Custodian) to hold
Securities and monies at any time owned by the Series; provided that
such
domestic subcustodian is a U.S. Bank as defined in 17f-5 and is qualified
to act as a custodian under the Act and that such subcustodian agrees
with
the Custodian to comply with all relevant provisions of the Act and
applicable rules and regulations thereunder. Except as otherwise
provided
in Article IV, Section 2, the Custodian will be liable for acts or
omissions of any subcustodian appointed by the Custodian solely within
its
discretion hereunder to the same extent that the Custodian is liable
to
the Fund under this Agreement. The Custodian is also hereby authorized
when acting pursuant to Instructions to: 1) place assets with any
Foreign
Custodian located in a jurisdiction which is not a Selected Country
and
with Euroclear, Clearstream, their successors or any other transnational
depository; and 2) place Assets with a broker or any such domestic
subcustodian or Foreign Custodian in connection with futures, options,
short selling or other transactions. The Custodian shall hold the
Fund
harmless from and indemnify the Fund against, any loss that occurs
as a
result of the failure of any broker, Foreign Custodian or subcustodian
appointed by the Custodian solely within its discretion to exercise
reasonable care with respect to the safekeeping of Securities and
monies
of the Fund.
|
| 8. |
Overdraft
Facility and Security for Payment.
In
the event that the Custodian receives Instructions to make payments
or
transfers of monies on behalf of the Series for which there would
be, at
the close of business on the date of such payment or transfer,
insufficient monies held by the Custodian on behalf of the Series,
the
Custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Series in an amount sufficient to allow the completion
of such payment or transfer. Any Overdraft provided hereunder: (a)
shall
be payable on the next Business Day, unless otherwise agreed by the
Series
and the Custodian; and (b) shall accrue interest from the date of
the
Overdraft to the date of payment in full by the Series at a rate
agreed
upon from time to time by the Custodian and the Series or, in the
absence
of specific agreement, by such rate as is charged to other institutional
custody customers of Custodian under procedures uniformly applied.
The
Custodian and the Series acknowledge that the purpose of such Overdraft
is
to temporarily finance the purchase of Securities for prompt delivery
in
accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange
contracts or
other securities transactions or
to meet other unanticipated Series expenses. The Custodian shall
promptly
notify the Series (an "Overdraft Notice") of any Overdraft. To secure
payment of any Overdraft and related interest and expenses, the Series
hereby grants to the Custodian a security interest in and right of
setoff
against the Securities and cash in the Series’ account, including all
income, substitutions and proceeds, whether now owned or hereafter
acquired (the åCollateralæ), in the full amount of such Overdraft,
interest and expenses; provided that the Series does not grant the
Custodian a security interest in any Securities issued by an affiliate
of
the Custodian (as defined in Section 23A of the Federal Reserve Act).
The
Custodian and the Series intend that, as the securities intermediary
with
respect to the Collateral, the Custodian’s security interest shall
automatically be perfected when it attaches. Should the Series fail
to pay
promptly any amounts owed hereunder, the Custodian shall be entitled
to
use available cash in the Series’ account and, after consultation with an
Authorized Person of the Fund with respect to which Securities to
liquidate, to liquidate Securities in the account as necessary to
meet the
Series’ obligations relating to such Overdraft, interest and expenses. In
any such case, and without limiting the foregoing, the Custodian
shall be
entitled to take such other actions(s) or exercise such other options,
powers and rights as the Custodian now or hereafter has as a secured
creditor under the Massachusetts Uniform
Commercial Code or any other applicable
law.
|
| 9. |
Tax
Obligations.
For purposes of this Agreement, "Tax Obligations" shall mean taxes,
withholding, certification and reporting requirements, claims for
exemptions or refund, interest, penalties, additions to tax and other
related expenses. To the extent that the Custodian has received relevant
and necessary information with respect to the account, the Custodian
shall
perform the following services with respect to Tax
Obligations:
|
m. The
Custodian shall file claims for exemptions or refunds with respect to withheld
foreign (non-U.S.) taxes in instances in which such claims are
appropriate;
n. The
Custodian shall withhold appropriate amounts, as required by U.S. tax laws,
with
respect to amounts received on behalf of nonresident aliens; and
o. The
Custodian shall provide to the Fund or the Authorized Person such information
received by the Custodian which could, in the Custodian’s reasonable belief,
assist the Fund or the Authorized Person in the submission of any reports or
returns with respect to Tax Obligations. The Fund shall inform the Custodian
in
writing as to which party or parties shall receive information from the
Custodian.
The
Custodian shall provide such other services with respect to Tax Obligations,
including preparation and filing of tax returns and reports and payment of
amounts due (to the extent funded), as requested by the Fund and agreed to
by
the Custodian in writing. The Custodian shall have no independent obligation
to
determine the existence of any information with respect to, or the extent of,
any Tax Obligations now or hereafter imposed on the Fund or the account by
any
taxing authority. Except as specifically provided herein or agreed to in writing
by the Custodian, the Custodian shall have no obligations or liability with
respect to Tax Obligations, including, without limitation, any obligation to
file or submit returns or reports with any taxing authorities.
In
making
payments to service providers pursuant to Instructions, the Fund acknowledges
that the Custodian is acting as a paying agent and not as the payor, for tax
information reporting and withholding purposes.
| ARTICLE II. |
-
FOREIGN CUSTODY MANAGER
SERVICES
|
| 1. |
Delegation.
The Board delegates to the Custodian, and the Custodian hereby agrees
to
accept, responsibility as the Fund’s Foreign Custody Manager for
selecting, contracting with and monitoring Foreign Custodians in
Selected
Countries each in accordance with the provisions of Rule 17f-5(c),
as such
provisions may be amended or interpreted by the Securities and Exchange
Commission from time to time. A list of such Foreign Custodians used
as of
the date hereof is attached as Appendix
B.
|
| 2. |
Changes
to Appendix C.
Appendix
B
may be amended from time to time to
add or delete jurisdictions by written agreement signed by an Authorized
Person of the Fund and the Custodian, but the Custodian reserves
the right
to delete jurisdictions upon reasonable notice to the Series.
|
| 3. |
Reports
to Board.
Custodian
shall provide written reports notifying the Board of the placement
of
Assets with a particular Foreign Custodian and interim reports promptly
after any material change in a Series’ foreign custody arrangements. Such
reports shall be provided to the Board quarterly, except as otherwise
agreed by the Custodian and the Fund.
|
| 4. |
Monitoring
System.
In each
case in which the Custodian has exercised its authority to place
Assets
with a Foreign Custodian, the Custodian shall establish a system,
to
re-assess or re-evaluate selected Foreign Custodians, at least annually
in
accordance with Rule 17f-5(c)(3).
|
| 5. |
Withdrawing
Fund Assets.
In
the event that a foreign custody arrangement no longer meets the
terms and
conditions set forth in Rule 17f-5, the Custodian will promptly notify
the
Fund and will then act in accordance with the Fund’s Instructions with
respect to the disposition of the affected Assets. Under exigent
circumstances, however, the Custodian is authorized to withdraw Assets
from a Foreign Custodian if, after first notifying the Fund, forty-eight
(48) hours has passed without receiving a response to the notification
from an Authorized Person.
|
| 6. |
Standard
of Care.
In
exercising the delegated authority under this Article II of the Agreement,
the Custodian agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the
Assets
would exercise in like circumstances. Contracts with Foreign Custodians
shall provide for reasonable care for Assets based on the standards
applicable to Foreign Custodians in the Selected Country. In making
this
determination, the Custodian shall consider the provisions of Rule
17f-5(c)(2). The Custodian shall be liable to the Fund for the losses
caused by the acts or omissions of a Foreign Custodian appointed
by the
Custodian in its sole discretion where that Foreign Custodian has
not
acted with reasonable care.
|
| 7. |
Use
of Securities Depositories.
In
exercising its delegated authority, the Custodian may assume that
the
Series and its investment adviser have determined, pursuant to Rule
17f-7,
that the depository provides reasonable safeguards against custody
risks,
if a Series decides to place and maintain foreign Assets with any
Securities Depository as to which the Custodian has provided the
Fund on
behalf of such Series with a Risk Analysis, as requested by the Fund
prior
to the initial placement of such Assets with the Securities Depository.
The Custodian shall be liable to the Fund for the acts or omissions
of an
affiliated Securities Depository where that affiliated Securities
Depository has not acted with reasonable care.
|
| ARTICLE III. |
-
INFORMATION SERVICES
|
| 1. |
Risk
Analysis. The
Custodian will provide the Fund on behalf of the Series with a Risk
Analysis with respect to Securities Depositories operating in the
countries listed in Appendix
B.
If
the Custodian is unable to provide
a Risk Analysis with respect to a particular Securities Depository,
it
will notify the Fund on behalf of the Series. If a new Securities
Depository commences operation in one of the Appendix
B
countries, the Custodian will provide the Fund on behalf of the Series
with a Risk Analysis in a reasonably practicable time after such
Securities Depository becomes operational. If a new country is added
to
Appendix
B,
the Custodian will provide the Fund on behalf of the Series with
a Risk
Analysis with respect to each Securities Depository in that country
within
a reasonably practicable time after the addition of the country to
Appendix
B.
|
| 2. |
Monitoring
of Securities Depositories.
On a continuing basis, the Custodian will monitor the custody risks
associated with maintaining assets with each Securities Depository
for
which it has provided the Fund on behalf of the Series with a Risk
Analysis as required under Rule 17f-7. The Custodian will promptly
notify
the Fund on behalf of the Series or its investment adviser of any material
change in these risks.
|
| 3. |
Use
of Agents. The
Custodian may employ agents, including, but not limited to Foreign
Custodians, to perform its responsibilities under Sections 1 and
2 above;
provided that such agents are
qualified and able to provide the services contemplated herein and,
except
as provided in Article IV, Section 2, that the
appointment of such agent(s) does not relieve the Custodian of any
of its
duties, responsibilities or obligations under this
Agreement.
|
| 4. |
Exercise
of Reasonable Care.
The Custodian will exercise reasonable care, prudence, and diligence
in
performing its responsibilities under this Article III. Based
on the information available to it in the exercise of the foregoing
standard of care, the Custodian shall promptly advise the Fund if
any
Securities Depository ceases to be eligible and will withdraw the
Fund's
foreign Assets from the depository as soon as reasonably practical.
With
respect to the Risk Analyses provided or monitoring performed by
an agent,
the Custodian will exercise reasonable care in the selection of such
agent, and shall be entitled to rely upon information provided by
agents
so selected in the performance of its duties and responsibilities
under
this Article III.
|
| 5. |
Liabilities
and Warranties.
While the Custodian will take reasonable precautions to ensure that
information provided is accurate, the Custodian shall have no liability
with respect to information provided to it by third parties; provided
that
the Custodian acted in good faith and with reasonable care in gathering
such information, choosing the sources of such information and relying
on
such information and sources. Due to the nature and source of information,
and the necessity of relying on various information sources, most
of which
are external to the Custodian, the Custodian shall have no liability
for
direct or indirect use of such information; provided that the Custodian
acted in good faith and with reasonable care in gathering such
information, choosing the sources of such information and relying
on such
information and sources.
|
| ARTICLE IV. |
-
GENERAL PROVISIONS
|
| 1. |
Compensation.
|
p. The
Fund
will compensate the Custodian for its services rendered under this Agreement
in
accordance with the fees set forth in a separate Fee Schedule which schedule
may
be modified by the written mutual consent of the parties.
q. The
Custodian will bill the Fund as soon as practicable after the end of each
calendar month. The Fund will promptly pay to the Custodian the amount of such
billing.
r.
If not
paid within 30 days of the date of the billing notice to the Fund, the Custodian
may charge against Assets held on behalf of the Series compensation and any
reasonable expenses incurred by the Custodian in the performance of its duties
pursuant to this Agreement. The expenses which the Custodian may charge include,
but are not limited to, the expenses of domestic subcustodians and Foreign
Custodians incurred in settling transactions.
| 2. |
Insolvency
of Foreign Custodians.
The Custodian shall be responsible for losses or damages suffered
by the
Series arising as a result of the insolvency of a Foreign Custodian
only
to the extent that the Custodian failed to comply with the standard
of
care set forth in Article II with respect to the selection and monitoring
of such Foreign Custodian and, with respect to contracting with such
Foreign Custodian, if such contract does not comply with the terms
of Rule
17f-5.
|
| 3. |
Damages. Under
no circumstances shall either party be liable for any indirect,
consequential or special damages with respect to its obligations
under
this Agreement.
|
| 4. |
Indemnification;
Liability of the
Series.
|
s. The
Fund
shall indemnify and hold the Custodian harmless from all liability and costs,
including reasonable counsel fees and expenses, relating to or arising out
of
the performance of the Custodian’s obligations under this Agreement except to
the extent resulting from the Custodian’s (or its nominee's, agent’s or
subcustodian's) own willful misfeasance, bad faith, negligence or reckless
disregard of its duties under this Agreement (or any agreement between the
Custodian and any nominee, agent or subcustodian) or the Custodian’s failure to
perform its duties under this Agreement. This provision shall survive the
termination of this Agreement.
t. The
Custodian shall indemnify and hold the Fund (or a Series) harmless from all
liability and costs, including reasonable counsel fees and expenses, relating
to
or arising out of the Custodian's (or its nominee's, agent’s or sub-custodian's)
willful misfeasance, bad faith, negligence or reckless disregard in performing
its duties under this Agreement. This provision shall survive the termination
of
this Agreement.
u. The
Fund
and the Custodian agree that the obligations of the Fund under this Agreement
shall not be binding upon any of the directors, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Fund,
individually, but are binding only upon the Assets and property of the Fund.
The
execution and delivery of the Agreement have been authorized by the Directors
of
the Fund, and signed by an authorized officer of the Fund, acting as such,
and
neither such authorizations by such Directors of the Fund, nor such execution
and delivery by such officer shall be deemed to have been made by any of them
or
any shareholder of the Fund individually or to impose any liability on any
of
them or any shareholder of the Fund personally, but shall bind only the Assets
and property of the Fund.
| 5. |
Force
Majeure.
Notwithstanding anything in this Agreement to the contrary, neither
of the
parties shall be responsible or liable for its failure to perform
under
this Agreement or for any losses to the account resulting from any
event
beyond the reasonable control of the non-performing party. This provision
shall survive the termination of this Agreement
|
| 6. |
Termination.
|
v. Either
party may terminate this Agreement by giving the other party sixty (60) days
notice in writing, specifying the date of such termination. In the event notice
is given by the Fund, it shall be accompanied by a Certificate evidencing the
vote of the Fund’s Board to terminate this Agreement and designating a
successor.
w. In
the
event notice of termination is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a Certificate evidencing
the vote of the Board designating a successor custodian. If the Board shall
appoint a successor custodian, the Custodian, at the direction of an Authorized
Party, shall deliver to (or as directed by) the successor custodian at the
office of the custodian, duly endorsed and in the form for transfer, all Assets
it then holds under this Agreement. If the Fund does not deliver to the
Custodian a Certificate evidencing the vote of the Board designating a successor
custodian on or before the date when the termination shall become effective,
the
Custodian shall have the right to deliver to (or as directed by) a bank or
trust
company, which is a "bank" as defined in the Act, of its own selection, having
an aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all Securities, monies, and
other Assets the Custodian holds and all instruments the Custodian holds
relative thereto and all other Assets it holds under this Agreement. Thereafter,
that bank or trust company shall be the successor of the Custodian under this
Agreement. If Assets of the Fund remain in the possession of the Custodian
after
the date of termination of this Agreement owing to the Fund’s failure to appoint
a successor custodian, the Custodian shall be entitled to fair compensation
for
its services during the period the Custodian retains possession of the Assets
and the provisions of this Agreement relating to the duties and obligations
of
the Custodian shall remain in full force and effect.
x. Upon
termination of the Agreement, the Custodian shall, upon receipt of a notice
of
acceptance by the successor custodian, deliver to the successor all Securities
and monies then held by the Custodian on behalf of the Series, after deducting
all fees, reasonable expenses and other amounts owed.
y. In
the
event of a dispute following the termination of this Agreement, all relevant
provisions shall be deemed to continue to apply to the obligations and
liabilities of the parties.
| 7. |
Use
of Securities Depositories.
In
exercising its delegated authority, the Custodian may assume that
the
Series and its investment adviser have determined, pursuant to Rule
17f-7,
that the depository provides reasonable safeguards against custody
risks,
if a Series decides to place and maintain foreign Assets with any
Securities Depository as to which the Custodian has provided the
Fund on
behalf of such Series with a Risk Analysis, as requested by the Fund
prior
to the initial placement of such Assets with the Securities Depository.
Except as stated below and provided that the Custodian has satisfied
its
obligations under Article III, Section 4 to exercise reasonable care,
the
Custodian shall not be responsible for any losses resulting from
the
deposit or maintenance of Securities, Assets or other property of
the
Series with a Securities Depository; provided that in the event of
any
such loss, the Custodian shall take all reasonable steps to enforce
such
claims as it may have against the Securities Depository to protect
the
interests of the Series. the Custodian shall be liable to the Fund
for any
losses resulting from the deposit or maintenance of Securities, Assets
or
other property of a Series with an affiliated Securities Depository
where
that affiliated Securities Depository has not acted with reasonable
care.
|
| 8. |
Confidentiality.
The Custodian agrees on behalf of itself and its employees to treat
confidentially and as the proprietary information of the Fund all
records
and other information related to the Fund and its prior, present
or
potential shareholders, and to the investment adviser which records
and
other information are obtained in the performance of its responsibilities
and duties hereunder, and not to use these records and information
for any
purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to the Fund and the Fund’s
written approval. The Fund shall not unreasonably withhold this approval,
and may not withhold its approval where the Custodian may be exposed
to
civil or criminal contempt proceedings for failure to comply, when
duly
constituted authorities request the Custodian to divulge this information,
or when the Fund so requests. Information not included in the foregoing
restriction is information which (i) is or becomes generally available
to
the public other than as a result of a disclosure by the Custodian
or (ii)
becomes available to the Custodian on a non-confidential basis from
a
source other than the Fund or its agents provided that, after reasonable
inquiry, such source is not known to the Custodian to be bound by
a
confidentiality agreement with the Fund. Nothing contained herein,
however, shall prohibit the Custodian from advertising or soliciting
the
public generally for other products or services, regardless of whether
the
advertisement or solicitation may include prior, present or potential
shareholders of the Fund.
|
| 9. |
Miscellaneous.
|
z. Appendix
C
is a
Certificate signed by the Secretary of the Fund setting forth the names and
the
signatures of Authorized Persons. The Fund shall furnish a new Certificate
when
the list of Authorized Persons is changed in any way. Until a new certification
is received, the Custodian shall be fully protected in acting upon Instructions
from Authorized Persons as set forth in the last delivered
Certificate.
aa. Appendix
D
is a
Certificate signed by the Secretary of the Fund setting forth the names and
the
signatures of the present officers of the Fund. The Fund agrees to furnish
to
the Custodian a new Certificate when any changes are made. Until a new
Certificate is received, the Custodian shall be fully protected in relying
upon
the last delivered Certificate.
bb. Any
required written notice or other instrument shall be sufficiently given if
addressed to the Custodian or the Fund as the case may be and delivered to
it at
its offices at:
The
Custodian:
Mellon
Trust of New England, N.A.
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Everett,
MA 02149
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The
Fund:
Exeter
Fund, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fairport,
NY 14450
Attn:
Corporate Secretary
or
at
such other place as the parties may from time to time designate to the other
in
writing.
cc. This
Agreement may not be amended or modified except by a written agreement executed
by both parties.
dd. This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the Fund
authorized or approved by a vote of the Board, provided, however, that the
Custodian may, with prior written notice to the Fund, assign the Agreement
or
any function thereof to any corporation or entity which directly or indirectly
is controlled by, or is under common control with, the Custodian and any other
attempted assignment without written consent shall be null and void.
ee. Nothing
in this Agreement shall give or be construed to give or confer upon any third
party any rights hereunder.
ff. The
Custodian represents that it is a U.S. Bank within the meaning of paragraph
(a)(7) of Rule 17f-5.
gg. The
Fund
acknowledges and agrees that, except as expressly set forth in this Agreement,
the Fund is solely responsible to assure that the maintenance of the Series’
Securities and cash hereunder complies with applicable laws and regulations,
including without limitation the Act and the rules and regulations promulgated
thereunder and applicable interpretations thereof or exemptions therefrom.
The
Fund represents that it has determined that it is reasonable to rely on
Custodian to perform the responsibilities delegated pursuant to this
Agreement.
hh. This
Agreement shall be construed in accordance with the laws of The Commonwealth
of
Massachusetts.
ii. The
captions of the Agreement are included for convenience of reference only and
in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect.
jj. This
Agreement embodies the entire Agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, written or
oral,
relating to the parties hereto.
kk. If
a
court decision, statute, rule or otherwise holds or invalidates any provision
of
this Agreement, the remainder of this Agreement shall not be
affected.
ll. Each
party represents to the other that it has all necessary power and authority,
and
has obtained any consent or approval necessary to permit it, to enter into
and
perform this Agreement and that this Agreement does not violate, give rise
to a
default or right of termination under or otherwise conflict with any applicable
law, regulation, ruling, decree or other governmental authorization or any
contract to which it is a party or by which any of its assets is bound. Each
party represents and warrants that the individual executing this Agreement
on
its behalf has the requisite authority to bind the Fund or the Custodian to
this
Agreement. The Fund has received and read the åCustomer Identification Program
Noticeæ, a copy of which is attached to this Agreement as Exhibit
A.
mm. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original, but such counterparts shall, together, constitute
only
one instrument.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by their respective
representatives duly authorized as of the day and year first above
written.
Exeter
Fund, Inc.
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Corporate Secretary
Mellon
Trust of New England, N.A.
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title: Vice
President
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXETER
FUND, INC.
APPENDIX
A
SERIES
SUBJECT TO THE AGREEMENT
Dated: May
8,
2006
Small
Cap
Series
International
Series
Life
Sciences Series
Technology
Series
Financial
Services Series
World
Opportunities Series
Commodity
Series
High
Yield Bond Series
Global
Fixed Income Series
Core
Bond
Series
Core
Plus
Bond Series
New
York
Tax Exempt Series
Ohio
Tax
Exempt Series
Diversified
Tax Exempt Series
Pro-Blend®
Conservative Term Series
Pro-Blend®
Moderate
Term Series
Pro-Blend®
Extended
Term Series
Pro-Blend®
Maximum
Term Series
Tax
Managed Series
Overseas
Series
Equity
Series
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXETER
FUND, INC.
APPENDIX
B
SELECTED
COUNTRIES
ARGENTINA
AUSTRALIA
AUSTRIA
BAHRAIN
BANGLADESH
BELGIUM
BERMUDA
BOTSWANA
BRAZIL
BULGARIA
CANADA
CHILE
CHINA/SHENZHEN
CHINA/SHANGHAI
CLEARSTREAM
COLOMBIA
CROATIA
CZECH
REPUBLIC
DENMARK
EGYPT
ESTONIA
EUROCLEAR
FINLAND
FRANCE
GERMANY
GHANA
GREECE
HONGKONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRELAND
ISRAEL
ITALY
JAPAN
JORDAN
KAZAKHSTAN
KENYA
LATVIA
LEBANON
LITHUANIA
LUXEMBOURG
MALAYSIA
MAURITIUS
MEXICO
MOROCCO
THE
NETHERLANDS
NEW
ZEALAND
NORWAY
OMAN
PAKISTAN
PERU
THE
PHILIPPINES
POLAND
PORTUGAL
ROMANIA
RUSSIA
SINGAPORE
SLOVAKIA
SLOVENIA
SOUTH
AFRICA
SOUTH
KOREA
SPAIN
SRI
LANKA
SWEDEN
SWITZERLAND
TAIWAN
THAILAND
TURKEY
UGANDA
UKRAINE
UNITED
KINGDOM
UNITED
STATES
URUGUAY
VENEZUELA
ZAMBIA
ZIMBABWE
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED
AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
*Note,
Custodian will not act as a Foreign Custody Manager with respect to assets
held
in this country. Holding assets and use of Mellon’s usual subcustodian in this
country is subject to Instructions by the Fund and its execution of a separate
letter-agreement pertaining to custody and market risks.
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXETER
FUND, INC.
APPENDIX
C
LIST
OF AUTHORIZED PERSONS
Dated:
May 8, 2006
I,
▇▇▇▇
▇▇▇▇▇▇▇, the Corporate Secretary of Exeter Fund, Inc., a corporation organized
under the laws of the State of Maryland (the "Fund"), do hereby certify
that:
Exeter
Fund, Inc. provides an authorized signer list on a quarterly basis, as needed.
Attached to this Appendix is the most recent list provided to Mellon
Trust.
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
Corporate
Secretary
Dated: May
8,
2006
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
BOARD
OF DIRECTORS RESOLUTION
RESOLVED,
that
the Board hereby rescinds its prior resolution relating to the list of people
authorized to deliver written or oral instructions to
Mellon
Trust of New England (the "Custodian"), pursuant to the terms of the custodian
agreement between the Fund and the Custodian (the "Custodian
Agreement");
FURTHER
RESOLVED,
that
except to the extent limited in the following resolution, any one of the
following individuals shall be authorized to give "Written Instructions"
including trade, currency, and corporate actions on behalf of the Fund to the
Custodian under the Custodian Agreement, provided that no person shall be
authorized or permitted to withdraw Fund investments or assets upon mere
receipt:
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Advisors, Inc.:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇
|
|
▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇
|
BISYS
Fund Services Ohio, Inc.:
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
FURTHER
RESOLVED,
that
Written Instructions given under the Custodian Agreement in connection with
the
issuance of checks and other drafts in payment of the Fund's operating expenses
and other disbursements as provided therein must include the signatures of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In the absence of ▇▇. ▇▇▇▇▇▇, then the
signature of ▇▇. ▇▇▇▇▇▇▇▇ is required.
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
Exeter
Fund, Inc.
Authorized
by actions of the Board of Directors of the Exeter Fund, Inc. (the "Fund"):
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Advisors, Inc. Authorized
Persons:
The
signatures set forth opposite their respective names are their true and correct
signatures.
|
▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|||
|
▇▇▇
▇▇▇▇▇▇▇▇▇
|
/s/
▇▇▇ ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
/s/
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇
|
|||
|
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
|
||||||
|
▇▇▇▇
▇▇▇▇▇▇▇, Corporate Secretary
Authorized
Signer
|
||||||
|
Dated:
|
1/18/06
|
|||||
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXETER
FUND, INC.
Authorized
by actions of the Board of Directors of the Exeter Fund, Inc. (the åFundæ):
BISYS
Fund Services Ohio, Inc. Authorized Persons:
The
signatures set forth opposite their respective names are their true and correct
signatures.
|
▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇
|
/s/
▇▇▇ ▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇
|
|||
|
▇▇▇▇
▇▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|||||
|
Dated:
|
January
18, 2006
|
|||||
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXETER
FUND, INC.
APPENDIX
D
FUND
OFFICERS
Dated:
May 8, 2006
I,
▇▇▇▇
▇▇▇▇▇▇▇, the Corporate Secretary of Exeter Fund, Inc., a corporation organized
under the laws of the State of Maryland (the "Fund"), do hereby certify
that:
The
following individuals serve in the following positions with the Series and
each
individual has been duly elected or appointed to each such position and
qualified therefore in conformity with the Fund's governing instrument and
the
specimen signatures set forth opposite their respective names are their true
and
correct signatures:
Name Position Signature
▇.
▇▇▇▇▇▇ Chairman
of the Board and
▇▇▇▇▇▇▇
President /s/
▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Chief
Financial Officer /s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ Corporate
Secretary /s/
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ Vice
President /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
Corporate
Secretary
Dated: May
8,
2006
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
EXHIBIT
A
CUSTOMER
IDENTIFICATION PROGRAM NOTICE
MELLON
CUSTOMER
IDENTIFICATION PROGRAM NOTICE
IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To
help the government fight the funding of terrorism and money laundering
activities, all financial institutions are required by law to obtain, verify
and
record information that identifies each individual or entity that opens an
account.
What
this means for you: When you open an account, we will ask you for your name,
address, taxpayer or other government identification number and other
information, such as date of birth for individuals, that will allow us to
identify you. We may also ask to see identification documents such as a driver’s
license, passport or documents showing existence of the entity.
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
Mellon
Trust of New England
Mutual
Fund Custody Fee Schedule
EXETER
FUND, INC.
I. Domestic
Asset Charges (Complex Assets)
|
First
$500 million
|
1.0
bp
|
|
Excess
|
.50
bp
|
II. Transaction
Fees
|
FBE
Receipt or Delivery
|
5.00
|
|
DTC
Receipt or Delivery
|
5.00
|
|
Physical
Receipt or Delivery
|
20.00
|
|
Options:
Write, Close, Expire or Exercise
|
12.00
|
|
Third
Party FX
|
20.00
|
|
Wires
|
3.50
|
III. Global
Asset and Transaction Charges
See
attached country by country schedule.
IV. Ancillary
Fees
See
attached
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/
▇▇▇▇ ▇▇▇▇▇▇▇
APPROVED:
Mellon APPROVED:
Exeter Fund
G:\FUND\485'S\485B\2006
ANNUALS FILED IN 2007\10.31.06 ANNUAL FILED IN JAN07\EXHIBITS\AMENDED
AND
RESTATED MUTUAL FUND CUSTODY AND SERVICE AGREEMENT 2006
EX-99.G(A).DOC
1-PH/2347166.1
Exeter
Fund, Inc.
Global
Fee Schedule
|
Country
|
Basis
points
|
Transaction
Charge
|
|
Canada
|
2
|
$20.00
|
|
Euroclear
|
2
|
$20.00
|
|
Germany
|
2
|
$20.00
|
|
Japan
|
2
|
$20.00
|
|
United
Kingdom
|
2
|
$20.00
|
|
France
|
2
|
$20.00
|
|
Italy
|
2
|
$20.00
|
|
Netherlands
|
2
|
$20.00
|
|
New
Zealand
|
2
|
$20.00
|
|
Spain
|
2
|
$20.00
|
|
Sweden
|
2
|
$20.00
|
|
Switzerland
|
2
|
$20.00
|
|
Australia
|
5
|
$30.00
|
|
Belgium
|
5
|
$30.00
|
|
Ireland
|
5
|
$30.00
|
|
South
Africa
|
5
|
$30.00
|
|
Finland
|
5
|
$30.00
|
|
Mexico
|
5
|
$30.00
|
|
Norway
|
5
|
$30.00
|
|
Luxembourg
|
5
|
$30.00
|
|
Denmark
|
10
|
$40.00
|
|
Austria
|
10
|
$40.00
|
|
Hong
Kong
|
10
|
$40.00
|
|
Korea
|
10
|
$40.00
|
|
Malaysia
|
10
|
$40.00
|
|
Singapore
|
10
|
$40.00
|
|
Thailand
|
10
|
$40.00
|
|
Argentina
|
10
|
$40.00
|
|
Sri
lanka
|
10
|
$40.00
|
|
Turkey
|
10
|
$40.00
|
|
Portugal
|
10
|
$40.00
|
|
Brazil
|
10
|
$40.00
|
|
Israel
|
35
|
$50.00
|
|
Czech
Republic
|
35
|
$50.00
|
|
Taiwan
|
35
|
$50.00
|
|
Indonesia
|
35
|
$50.00
|
|
Peru
|
35
|
$50.00
|
|
Greece
|
35
|
$50.00
|
|
Hungary
|
35
|
$50.00
|
|
Philippines
|
50
|
$85.00
|
|
Chile
|
50
|
$85.00
|
|
Cyprus
|
50
|
$85.00
|
|
Jordan
|
50
|
$85.00
|
|
Pakistan
|
50
|
$85.00
|
|
Poland
|
50
|
$85.00
|
|
Uruguay
|
50
|
$85.00
|
|
Venezuela
|
50
|
$85.00
|
|
Mauritius
|
50
|
$85.00
|
|
China-Shenzhen
|
50
|
$85.00
|
|
China-Shanghai
|
50
|
$85.00
|
|
India
|
50
|
$85.00
|
Ancillary
Fees
Out-of-Pocket
Expenses
Mellon
will pass through to the client any reasonable, properly vouched out-of-pocket
expenses including, but not limited to, postage, courier expense, registration
fees, stamp duties, Fed sale charges, telex charges, custom reporting or custom
programming and interface development, internal/external tax, legal or
consulting costs and proxy voting expenses.
An
additional charge of 10% of the out of pocket expense (not to exceed $250 per
item) will be assessed to cover processing, administration and carrying costs
incurred by Mellon.
Mellon
will file class actions on behalf of client. An amount equal to 2% of the
proceeds will be charged against each participating account at the time the
proceeds are credited.
Fee
Billing
Fees
will
be calculated and billed on a monthly basis. Fees not paid within 60 days of
the
due date will be subject to a late charge of 1.5% of the amount billed.
Additional charges of 1.5% per month will be incurred for each additional month
fees remain unpaid.
On-Line
Access
Mellon
will provide on-line access to JNL via its Workbench product. The client will
be
responsible for all communication charges or frame relay costs related to
on-line usage.
Note
The
U.S.
depository, physical and foreign market transaction categories will include
buys
and sells in the appropriate market, free trades, maturities, corporate action
transactions, pairoff transactions, repurchase agreements, cross trades and
fund
mergers as well as transfers out of Mellon as it relates to a deconversion
or
transactions related to a transfer in kind. Transactions related to the change
of a Mellon sub-custodian will not be billed, nor will transactions related
to a
conversion of assets into Mellon.
Memo
items (i.e. Time Deposits, Reserve Investment Fund transactions and loans)
are
included as a U.S. depository (DTC/FED) transaction.
Non-U.S.
cash transfers to/from an outside party are included under foreign market
transactions. (Excludes cash transfers between accounts within Mellon’s
Subcustodian network.)
Should
the nature of the account change dramatically, Mellon reserves the right to
re-negotiate its compensation based on the situation that exists in the account
or the overall relationship at such time. If non-standard or special services
are requested, Mellon may negotiate additional compensation accordingly. Mellon
guarantees its fee schedule for a period of three years.