EX-99.C HOLDERS RTS 3 doc2.txt ARTICLES SUPPLEMENTARY EXETER FUND, INC. ARTICLES SUPPLEMENTARY EXETER FUND, INC. (the "Corporation"), a corporation organized under the laws of the State of Maryland, having its principal place of business at 1100 Chase Square, Rochester, New York 14604, does hereby file for record with the State Department of Assessments and Taxation of Maryland the following Articles Supplementary to its Articles of Incorporation: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940. At a meeting held on January 30, 2003 the Board of Directors of the Corporation adopted a resolution authorizing the termination of the PureMark Series portfolios of the Fund and reclassifying their authorized and unissued shares under Maryland Law. SECOND: Immediately before the dissolution of the PureMark Series and upon filing for record these Articles Supplementary, the Corporation has authority to issue one billion, seven hundred million (1,700,000,000) shares of the Corporation, par value ($0.01), having an aggregate par value of seventeen million ($17,000,000) dollars and designated and classified as follows:
TYPE OF SHARES NUMBER Small Cap Series Class A 37,500,000 shares Small Cap Series Class B 2,500,000 shares Small Cap Series Class C 5,000,000 shares Small Cap Series Class D 2,500,000 shares Small Cap Series Class E 2,500,000 shares Pro-Blend Maximum Term Series Class A 75,000,000 shares Pro-Blend Maximum Term Series Class B 5,000,000 shares Pro-Blend Maximum Term Series Class C 10,000,000 shares Pro-Blend Maximum Term Series Class D 5,000,000 shares Pro-Blend Maximum Term Series Class E 5,000,000 shares Commodity Series Class A 30,000,000 shares Technology Series Class A 50,000,000 shares Pro-Blend Conservative Term Series Class A 37,500,000 shares Pro-Blend Conservative Term Series B 2,500,000 shares Pro-Blend Conservative Term Series C 5,000,000 shares Pro-Blend Conservative Term Series D 2,500,000 shares Pro-Blend Conservative Term Series E 2,500,000 shares High Yield Bond Series Class A 20,000,000 shares International Series Class A 50,000,000 shares Tax Managed Series Class A 37,500,000 shares Tax Managed Series Class B 2,500,000 shares Tax Managed Series Class C 5,000,000 shares Tax Managed Series Class D 2,500,000 shares Tax Managed Series Class E 2,500,000 shares Life Sciences Series Class A 50,000,000 shares Global Fixed Income Series Class A 50,000,000 shares Pro-Blend Moderate Term Series Class A 37,500,000 shares Pro-Blend Moderate Term Series Class B 2,500,000 shares Pro-Blend Moderate Term Series Class C 5,000,000 shares Pro-Blend Moderate Term Series Class D 2,500,000 shares Pro-Blend Moderate Term Series Class E 20,000,000 shares Pro-Blend Extended Term Series Class A 37,500,000 shares Pro-Blend Extended Term Series Class B 2,500,000 shares Pro-Blend Extended Term Series Class C 5,000,000 shares Pro-Blend Extended Term Series Class D 2,500,000 shares Pro-Blend Extended Term Series Class E 20,000,000 shares New York Tax Exempt Series Class A 50,000,000 shares Ohio Tax Exempt Series Class A 50,000,000 shares Diversified Tax Exempt Series Class A 50,000,000 shares World Opportunities Series Class A 37,500,000 shares World Opportunities Series Class B 2,500,000 shares World Opportunities Series Class C 5,000,000 shares World Opportunities Series Class D 2,500,000 shares World Opportunities Series Class E 2,500,000 shares PureMarksm Series Class A 37,500,000 shares PureMarksm Series Class B 2,500,000 shares PureMarksm Series Class C 5,000,000 shares PureMarksm Series Class D 2,500,000 shares PureMarksm Series Class E 10,000,000 shares Equity Series Class A 75,000,000 shares Overseas Series Class A 50,000,000 shares Unclassified 682,500,000 shares
THIRD: Immediately after the termination of the PureMark Series and upon filing for record these Articles Supplementary, the Corporation has authority to issue one billion, seven hundred million (1,700,000,000) shares of the Corporation, par value ($0.01), having an aggregate par value of seventeen million ($17,000,000) dollars designated and classified as follows:
TYPE OF SHARES NUMBER Small Cap Series Class A 37,500,000 shares Small Cap Series Class B 2,500,000 shares Small Cap Series Class C 5,000,000 shares Small Cap Series Class D 2,500,000 shares Small Cap Series Class E 2,500,000 shares Pro-Blend Maximum Term Series Class A 75,000,000 shares Pro-Blend Maximum Term Series Class B 5,000,000 shares Pro-Blend Maximum Term Series Class C 10,000,000 shares Pro-Blend Maximum Term Series Class D 5,000,000 shares Pro-Blend Maximum Term Series Class E 5,000,000 shares Commodity Series Class A 30,000,000 shares Technology Series Class A 50,000,000 shares Pro-Blend Conservative Term Series Class A 37,500,000 shares Pro-Blend Conservative Term Series B 2,500,000 shares Pro-Blend Conservative Term Series C 5,000,000 shares Pro-Blend Conservative Term Series D 2,500,000 shares Pro-Blend Conservative Term Series E 2,500,000 shares High Yield Bond Series Class A 20,000,000 shares International Series Class A 50,000,000 shares Tax Managed Series Class A 37,500,000 shares Tax Managed Series Class B 2,500,000 shares Tax Managed Series Class C 5,000,000 shares Tax Managed Series Class D 2,500,000 shares Tax Managed Series Class E 2,500,000 shares Life Sciences Series Class A 50,000,000 shares Global Fixed Income Series Class A 50,000,000 shares Pro-Blend Moderate Term Series Class A 37,500,000 shares Pro-Blend Moderate Term Series Class B 2,500,000 shares Pro-Blend Moderate Term Series Class C 5,000,000 shares Pro-Blend Moderate Term Series Class D 2,500,000 shares Pro-Blend Moderate Term Series Class E 20,000,000 shares Pro-Blend Extended Term Series Class A 37,500,000 shares Pro-Blend Extended Term Series Class B 2,500,000 shares Pro-Blend Extended Term Series Class C 5,000,000 shares Pro-Blend Extended Term Series Class D 2,500,000 shares Pro-Blend Extended Term Series Class E 20,000,000 shares New York Tax Exempt Series Class A 50,000,000 shares Ohio Tax Exempt Series Class A 50,000,000 shares Diversified Tax Exempt Series Class A 50,000,000 shares World Opportunities Series Class A 37,500,000 shares World Opportunities Series Class B 2,500,000 shares World Opportunities Series Class C 5,000,000 shares World Opportunities Series Class D 2,500,000 shares World Opportunities Series Class E 2,500,000 shares Equity Series Class A 75,000,000 shares Overseas Series Class A 50,000,000 shares Unclassified 740,000,000 shares
FOURTH: The officers of the Corporation be, and each of them hereby is, authorized and empowered to execute, seal and deliver any and all documents, instruments, papers and writings, including but not limited to Articles Supplementary to be filed with the State Department of Assessments and Taxation of Maryland, and to do any and all other acts, in the name of the Corporation and on its behalf, as may be necessary or desirable in connection with or in furtherance of the foregoing resolutions. FIFTH: The officers of the Fund be, and they hereby are, authorized to do any and all acts as may be necessary to cause the aforementioned shares to be registered with the Securities & Exchange Commission and any state authorities. SIXTH: The aforesaid action by the Board of Directors of the Corporation was taken pursuant to authority and power contained in the Articles of Incorporation of the Corporation. IN WITNESS WHEREOF, EXETER FUND, INC. has caused these Articles presents to be signed in its name and on its behalf by its Vice President and its corporate seal to be hereunto affixed and attested by its Secretary as of the 25th day of April, 2003. EXETER FUND, INC. By: /s/ B. Reuben Auspitz B. Reuben Auspitz Vice President [SEAL] Attest: /s/ Jodi L. Hedberg Jodi L. Hedberg Secretary I, Jodi L. Hedberg, Corporate Secretary, hereby acknowledge on behalf of Exeter Fund, Inc. that the foregoing Articles Supplementary are the corporate act of said corporation under the penalties of perjury. Md C&A Section 1-301 /s/ Jodi L. Hedberg Jodi L. Hedberg Secretary