AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AGREEMENT dated _________________ amends and
restates the ADMINISTRATION AGREEMENT made by and between The
Rightime Fund, Inc., a Maryland corporation (the
"Corporation") for The Rightime Fund Series (the "Fund"), and
Rightime Administrators, Inc., a Pennsylvania corporation
(the "Administrator").
BACKGROUND
The Fund is a diversified open-end management investment
company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"). The Fund has been organized for
the purpose of investing its funds in securities and has
retained an investment advisor for this purpose. The Fund
desires to avail itself of the facilities available to the
Administrator with respect to the administration of its day-
to-day affairs, and the Administrator is willing to furnish
such administrative services on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The Fund hereby appoints the Administrator to
administer its affairs, subject to the overall supervision of
the Board of Directors of the Fund, for the period and on the
terms set forth in this Agreement. The Administrator hereby
accepts such appointment and agrees during such period to
render the services herein described and to assume the
obligations set forth herein, for the compensation herein
provided.
2. Subject to the supervision of the Board of
Directors of the Fund, the Administrator shall administer the
Fund's affairs and, in connection therewith, shall furnish
the Fund with office facilities, and shall be responsible for
(i) maintaining the Fund's books and records (other than
financial or accounting books and records or those being
maintained by the Fund's custodian, transfer agent,
distributor, or accounting services agents); (ii) overseeing
the Fund's insurance relationships; (iii) preparing for the
Fund (or assisting counsel and/or auditors in the preparation
of) all required tax returns, proxy statements and reports to
the Fund's shareholders and Directors and reports to and
other filings with the Securities and Exchange Commission and
any other governmental agency (the Fund agreeing to supply or
to cause to be supplied to the Administrator any necessary
financial and other information in connection with the
foregoing); (iv) preparing such applications and reports as
may be necessary to register or maintain the Fund's
registration and/or the registration of its shares under the
securities or "blue-sky" laws of the various states (the Fund
agreeing to pay all filing fees or other similar fees in
connection therewith); (v) responding to all inquiries or
other communications of shareholders and broker-dealers, if
any, which are directed to the Administrator, or, if any such
inquiry or communication is more properly to be responded to
by the Fund's transfer agent, custodian, distributor, or
accounting services agents, overseeing their response
thereto; (vi) overseeing all relationships between the Fund
and its custodian, transfer agent, distributor, and
accounting services agents, including the negotiation of
agreements in relation thereto and the supervision of the
performance of such agreements; and (vii) authorizing and
directing any of the Administrator's directors, officers and
employees who may be elected as directors or officers of the
Fund to serve in the capacities in which they are elected.
All services to be furnished by the Administrator under this
Agreement may be furnished through the medium of any such
directors, officers or employees of the Administrator. The
Fund authorizes the Administrator to appoint and contract
with other parties to perform certain of the services to be
furnished by the Administrator under this Agreement, subject
to ratification by the Officers of the Fund, and any such
contract shall be countersigned by the Fund to confirm such
ratification. The Fund represents that it will cooperate
with the Administrator and any other parties retained by the
Administrator under this Agreement in the performance of
services to be rendered by the Administrator or any other
parties retained by the Administrator. The Fund further
represents that it will indemnify and hold the Administrator
harmless from and against any loss, liability and expense,
including any legal expenses arising from failure of the Fund
to so cooperate with the Administrator and other parties
retained by the Administrator to perform services under this
Agreement, or arising from any error, omission, inaccuracy or
other deficiency in information provided by the Fund, or the
failure of the Fund to provide any portion of such or any
information needed by the Administrator or any parties
retained by the Administrator to perform the services to be
rendered under this Agreement.
In connection with the services rendered by the
Administrator under this Agreement, the Administrator will
bear all of the following expenses:
(i) The salaries and expenses of all
personnel of the Fund and the Administrator except the fees
of directors who are not affiliated persons of the
Administrator or the Fund's investment advisor.
(ii) All expenses incurred by the
Administrator or by the Fund in connection with administering
the ordinary course of the Fund's business other than those
assumed by the Fund herein.
(iii) The fees of any party with whom the
Administrator may contract to perform certain of the services
to be furnished by the Administrator under this Agreement.
The Fund assumes and will pay the expenses
described below:
(a) The fees and expenses of any
investment advisor or expenses otherwise incurred by the Fund
in connection with the management of the investment and
reinvestment of the Fund's assets;
(b) The fees and expenses of the
distributor;
(c) The fees and expenses of directors who
are not affiliated persons of the Administrator, the
investment advisor or the distributor;
(d) The fees and expenses of the
custodian, which relate to (i) the custodial function and the
recordkeeping connected therewith, (ii) the maintenance of
the required accounting records of the Fund not being
maintained by the Administrator, (iii) the pricing of the
shares of the Fund, including the cost of any pricing service
or services which may be retained pursuant to the
authorization of the Board of Directors of the Fund, and (iv)
for both mail and wire orders, the cashiering function in
connection with the issuance and redemption of the Fund's
securities and (v) all other expenses related to the
performance of duties by the custodian for the Fund;
(e) The fees and expenses of the Fund's
transfer and dividend disbursing agent, which may be the
custodian, which relate to the maintenance of each
shareholder account;
(f) The charges and expenses of legal
counsel and independent accountants for the Fund;
(g) Brokers' commissions and any issue or
transfer taxes chargeable to the Fund in connection with its
securities transactions;
(h) All taxes and corporate fees payable
by the Fund to federal, state or other governmental agencies;
(i) The fees of any trade association of
which the Fund may be a member;
(j) The cost of stock certificates
representing and non-negotiable share deposit receipts
evidencing shares of the Fund, if any;
(k) The fees and expenses involved in
registering and maintaining registrations of the Fund and its
shares with the Securities and Exchange Commission,
registering the Fund as a broker-dealer and qualifying its
shares for sale under state securities laws, including the
preparation and printing of the Fund's registration
statements and prospectuses for filing under federal and
state securities laws for such purposes;
(l) Allocable communications expenses with
respect to investor services and-all expenses of
shareholders' and directors' meetings and of preparing,
printing and mailing prospectuses and reports to shareholders
in the amount necessary for distribution to the shareholders;
and
(m) Litigation and indemnification
expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business.
3. The Administrator hereby agrees to pay the
organization expenses of, and the expenses incurred in
connection with the initial offering or distribution of
shares by, the Fund, except that the Fund shall reimburse the
Administrator for such organization expenses, amortized and
paid over 60 months, commencing from the date the Fund
becomes effective.
4. As full compensation for the services performed
and the facilities furnished by the Administrator, the Fund
shall pay the Administrator a fee at the annualized rate of
0.95 of one percent (0.95%) of the first five-hundred million
dollars of the Fund's average daily net assets and 0.90 of
one percent (0.90%) of the Fund's average daily net assets in
excess of five-hundred million dollars. This fee will be
computed daily and shall be payable twice monthly according
to such schedule as is set forth from time to time by the
parties to this Agreement and approved by the Board of
Directors of the Fund. This fee shall be prorated for any
fraction of a month at the commencement or termination of
this Agreement.
In the event the expenses of the Fund for any
fiscal year (including the fees payable to the Administrator
and the Fund's investment advisor, but excluding interest,
taxes, brokerage commissions, distribution fees, litigation
and indemnification expenses and other extraordinary expenses
not incurred in the ordinary course of the Fund's business)
exceed the limits set by applicable regulation of state
securities commissions, if any, the compensation payable to
the Administrator will be reduced by eighty percent (80%) of
the amount of such excess. If for any month such expenses
exceed such limitation after giving effect to the above
reduction of the fees payable to the Administrator and the
Fund's investment advisor, the payment to the Administrator
for that month will be reduced or postponed so that at no
time will there be any accrued but unpaid liability under
this expense limitation. Any such reductions or payments are
subject to readjustment during the year, and the
Administrator's obligation hereunder will be limited to the
amount of its fee paid or accrued with respect to such fiscal
year.
5. The Administrator assumes no responsibility under
this Agreement other than to render the services called for
hereunder, and specifically assumes no responsibilities for
investment advice or the investment or reinvestment of the
Fund's assets or the sale of its shares.
6. The Administrator shall not be liable for any
error of judgment or mistake of,law for any loss suffered by
the Fund in connection with the matters to which this
Agreement relates, whether incurred by the Administrator or
by any other parties retained by the Administrator to perform
services under this Agreement, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the
Administrator's part in the performance of its duties or from
reckless disregard by the Administrator of its obligations
and duties under this Agreement. The Fund agrees to
indemnify and hold the Administrator harmless from any and
all loss, liability, and expense, including any legal
expenses, arising out of the Administrator's performance, or
status, or any act or omission of the Administrator, or that
of any party retained by the Administrator to perform
services under this Agreement, unless such loss, liability,
or expense is due to the willful misfeasance, bad faith or
gross negligence of the Administrator. The Fund further
agrees to indemnify and hold any party retained by the
Administrator to perform services under this Agreement
harmless from any and all loss, liability, and expense,
including any legal expenses arising out of such party Is
performance, or status, or any act or omission of such party,
unless such loss, liability or expense is due to the willful
misfeasance, bad faith or gross negligence of such party.
Any person employed by the Administrator, who may be or
become an employee of and paid by any other entity affiliated
with the Fund, such as the investment advisor, distributor,
or custodian for the Fund, shall be deemed, when acting
within the scope of his employment by such other affiliated
entity, to be acting in such employment solely for such other
affiliated entity and not as the Administrator's employee or
agent.
7. This Agreement shall continue in effect for a
period of more than two (2) years from the date hereof only
so long as such continuance is-specifically approved at least
annually by the Board of Directors of the Fund provided,
however, that this Agreement may be terminated by:the Fund at
any time, without the payment of any penalty, by the Board of
Directors of the Fund or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of
the-Fund, or by the Administrator at any time, without the
payment of any penalty, on not more than sixty (60) days' nor
less than thirty (30) days' written notice to the other
party. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
8. Nothing in this Agreement shall limit or restrict
the right of any director, officer or employee of the
Administrator who may also be a director, officer or employee
of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects
of any business, whether of a similar or a dissimilar nature,
nor limit or restrict the right of the Administrator to
engage in any other business or to render services of any
kind to any other corporation, firm, individual or
association.
9. During the term of this Agreement, the Fund
agrees to furnish the Administrator at its principal office
all prospectuses, proxy statements, reports to stockholders,
sales literature or other material provided for distribution
to stockholders of the Fund or the public, which refer in any
way to the Administrator, prior to use thereof and not to use
such material if the Administrator reasonably objects in
writing within five (5) business days (or such other time as
may be mutually agreed) after receipt thereof. In the event
of termination of this Agreement, the Fund will continue to
furnish to the Administrator copies of any of the above-
mentioned materials which refer in any way to the
Administrator. The Fund shall furnish or otherwise make
available to the Administrator such other information
relating to the business affairs of the Fund as the
Administrator at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
10. This Agreement may be amended by mutual written
consent.
11. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the panties hereto have caused this
instrument to be executed by their officers designated below
as -of the day and year first above written
THE RIGHTIME FUND, INC.
By:___________________________
President
[Corporate Seal] Attest:_______________________
Secretary
RIGHTIME ADMINISTRATORS, INC.
By:___________________________
President
[Corporate Seal] Attest:
Secretary
