DISTRIBUTION AGREEMENT
BETWEEN
THE RIGHTIME FUND, INC.
AND
LINCOLN INVESTMENT PLANNING INC.
THIS AGREEMENT entered into the day of May 1985, by and between
THE RIGHTIME FUND, INC., a Maryland corporation with an office located
at The Xxxxxx Xxxx Xxxxxx Xxxxx; Xxxxxxxxxx Xxxxxxxxxxxx 00000
(hereinafter called the "Fund"), and LINCOLN INVESTMENT PLANNING INC., a
Pennsylvania corporation with its principal office located at Dept. F,
Suite 1000, Xxxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 (hereinafter
called the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants and agreements of the
parties hereto, the parties intending to be bound, mutually covenant and
agree with each other as follows:
1. The Fund hereby appoints the Distributor as agent of the Fund to
effect the sale and public distribution of shares of the capital stock
of the Fund. This appointment is made by the Fund and accepted by the
Distributor upon the understanding that the distribution of shares of
the Fund to the public be effected by the Distributor or through various
securities dealers, either individuals or organizations, but that it
shall be done in such manner that the Fund shall be under no
responsibility or liability to any person whatsoever on account of the
acts and statements of any such individual or organization. The
Distributor shall have the sole right to select the security dealers to
whom shares will be offered by it and, subject to express provisions of
this Agreement, applicable securities laws, the Articles of
Incorporation, the By-Laws and the then current Prospectus of the Fund,
to determine the terms and prices in any contract for the sale of shares
to any dealer made by it as such agent for the Fund.
2. The Distributor shall be the exclusive agent for the Fund for
the sale of its shares and the Fund agrees that it will not sell any
shares to any person except to fill orders for the shares received
though the Distributor; provided however, that the foregoing exclusive
right shall not apply: (a) to shares issued or sold in connection with
the merger or consolidation of any other investment company with the
Fund or the acquisition by purchase or otherwise of all or substantially
all the assets of any investment company or substantially all the
outstanding shares ,of any such company by the Fund; (b) to shares which
may be offered by the Fund to its stockholders for reinvestment of cash
distributed from capital gains or net investment income of the Fund; or
(c) to shares which may be issued to shareholders of other Funds who
exercise any exchange privilege set forth in the Fund's Prospectus.
3. The Distributor shall have the right to sell the shares of the
Fund's capital stock to dealers, as needed (making reasonable allowance
for clerical errors and errors of transmission), but not more than the
shares needed to fill unconditional orders for shares placed with the
Distributor by dealers. In every case the Distributor shall charge and
the Fund shall receive the net asset value for the shares sold,
determined as provided in Paragraph 4 hereof. The Distributor shall
notify the Fund at the close of each business day (normally 5:00 p.m.,
New York City time) of the number of shares sold during each day.
4. The net asset value of shares of the Fund shall be determined
by the Fund or the Fund's custodian, or such officer or officers or
other persons as the Board of Directors of the Fund may designate. The
determination shall be made once a day on which the New York Stock
Exchange is open for a full business day and in accordance with the
method set out in the By-Laws of the Fund and the current Prospectus of
the Fund.
5. The Distributor agrees that it will not sell any shares of the
Fund to any officer, director, or partner of either the Distributor or
of the Fund or any firm or corporation which may be employed by the Fund
or by the Distributor except for investment purposes only and where the
purchaser agrees not to resell the securities to anyone except the Fund.
The Distributor further agrees that it will promptly advise the
Secretary of the Fund of all sales of shares of the Fund to or purchase
of shares of the Fund from any such person.
6. The Distributor agrees that it will not for its own account
purchase any shares of the Fund except for investment purposes and that
it will not for its own account sell any such shares excepting only
those shares which it may own at the time of executing this Agreement
and any shares resulting from the reinvestment of dividends paid on
those shares, and the Distributor will not sell other shares except by
redemption of such shares by the Fund.
7. (a) The Fund appoints and designates the Distributor as agent of
the Fund and the Distributor accepts such appointment as such agent, to
repurchase shares of the Fund in accordance with the provisions of the
Articles of Incorporation and By-Laws of the Fund.
(b) In connection with such redemptions or repurchase the Fund
authorizes and designates the Distributor to take any action, to make
any adjustments in net asset value, and to make any arrangements for the
payment of the redemption or repurchase price authorized or permitted to
be taken or made in accordance with the Investment Company Act of 1940
and as set forth in the By-Laws and then current Prospectus of the Fund.
(c) The authority of the Distributor under this Paragraph 7
may, with the consent of the Fund, be re-delegated in whole or in part
to another person or firm.
(d) The authority granted in this Paragraph 7 may be suspended
by the Fund at any time or from time to time pursuant to the provisions
of its Articles of Incorporation until further notice to the
Distributor. The President or any Vice President of the Fund shall have
the power granted by said provisions. After any such suspension the
authority granted to the Distributor by this Paragraph 7 shall be
reinstated only by a written instrument executed on behalf of the Fund
by its President or any Vice President.
8. The Fund agrees that it will cooperate with the Distributor to
prepare, execute and file applications for registration and
qualification of its shares for sale under the laws of the United States
and the provisions and regulations of the U.S. Securities and Exchange
Commission and under the Securities Acts of such States and in such
amounts as the Fund may determine, and shall pay registration fees in
connection therewith. The Distributor shall bear all expenses incident
to the sale of shares of the Fund, including without limitation, the
cost of any sales material or literature, the cost of copies of the
prospectus used as sales material (except those being sent to existing
shareholders) and the cost of any reports or proxy material prepared for
the Fund's stockholders to the extent that such material is used in
connection with the sale of shares of the Fund except to the extent that
the Fund is obligated to bear such costs under a distribution plan
adopted by the Fund.
9. For its services under this Agreement, the Distributor shall be
entitled to receive the maximum amount of the payment called for under
the Fund's Distribution Plan (the "Plan") adopted pursuant to the
Investment Company Act of 1940 Rule 12b-1 (the "Rule"). The Distributor
may make payments to others from such amounts in accordance with the
Plan or any agreement in effect under such Plan. The Distributor agrees
to comply with the Rule and the Plan in connection with receipt and
disbursement of funds under the Plan.
10. Notwithstanding anything contained herein to the contrary,
shares of the Fund may be offered for sale at a price other than their
current net asset value or regular public offering price, if such
reduction or elimination is authorized by an order of the Securities and
Exchange Commission, or the Investment Company Act of 1940 or the rules
and regulations promulgated thereunder provide for such variation.
Furthermore, such shares may be offered and sold directly by the Fund
rather than by the Distributor as otherwise provided in this Agreement.
11. This Agreement shall become effective ____________, 1984 and
shall continue in effect for a period of more than one year from its
effective date only as long as such continuance is approved, at least
annually, by the Board of Directors of the Fund, including a majority of
those Directors who are not "interested persons" of any party to this
Agreement voting in person at a meeting called for the purpose of voting
on such approval. If payments hereunder are made pursuant to provisions
of a plan adopted by the Fund pursuant to Investment Company Act of 1940
Rule 12b-1 then renewals hereof shall also be made in accordance with
the requirements of such rule. This Agreement may be terminated by
either party hereto upon thirty (30) days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment by the Distributor (as the term "assignment" is defined by
the Investment Company Act of 1940, as amended) unless the United States
Securities and Exchange Commission has issued an order exempting the
Fund and the Distributor from the provisions of the Investment Company
Act of 1940, as amended, which would otherwise have effected the
termination of this Agreement.
12. No amendment to this Agreement shall be executed or become
effective unless its terms have been approved: (a) by a majority of the
directors of the Fund including a majority of those directors who are
not interested persons of any party to this Agreement, or (b) by the
vote of a majority of the outstanding voting securities of the Fund.
13. The Fund and the Distributor hereby each agree that all
literature and publicity issued by either of them referring directly or
indirectly to the Fund or to the Distributor shall be submitted to and
receive the approval of the Fund and the Distributor before the same may
be used by either party.
14. (a) The Distributor agrees to use its best efforts in effecting
the sale and public distribution of the shares of the Fund through
dealers and to perform its duties in redeeming and repurchasing the
shares of the Fund, but nothing contained in this Agreement shall make
the Distributor or any of its officers and directors or shareholders
liable for any loss sustained by the Fund or any of its officers,
directors or shareholders, or by any other person on account of any act
done or omitted to be done by the Distributor under this Agreement
provided that nothing herein contained shall protect the Distributor
against any liability to the Fund or to any of its shareholders to which
the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its
duties as Distributor or by reason of its reckless disregard of its
obligations or duties as Distributor under this Agreement. Nothing in
this Agreement shall protect the Distributor from any liabilities which
it may have under the Securities Act of 1933 or the Investment Company
Act of 1940.
(b) The Distributor may, from time to time, enter into
agreements with security dealers and other qualified entities selected
by it and may make assistance payments to such dealers in such amounts
as it deems appropriate, provided that such payments are permitted by
the then current distribution plan adopted by the Fund in accordance
with Rule 12b-1 of the Investment Company Act of 1940, as amended.
15. As used in this Agreement the terms "interested persons,"
"assignment," and "majority of the outstanding voting securities" shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect.
IN WITNESS WHEREOF, THE RIGHTIME FUND, INC., for the Rightime
Government Securities Series, and LINCOLN INVESTMENT PLANNING, INC. have
caused this Agreement to be signed by their duly authorized officers and
their corporate seals to be hereunto duly affixed all on the day and
year above written.
Attest: THE RIGHTIME FUND, INC.
______________________________ ______________________________
Xxxxxx X. Xxxxx, Xx., Xxxxx X. Rights, President
Secretary
Attest: LINCOLN INVESTMENT PLANNING, INC.
______________________________ ______________________________
Secretary Xxxxxx X. Xxxxx, Xx.,
President,
197943.1
