SERVICES AGREEMENT
SERVICES AGREEMENT made this 26th day of March, 1985 between
RIGHTIME ADMINISTRATORS, INC. (the "Administrator"), a Pennsylvania
corporation and LINCOLN INVESTMENT PLANNING, INC. ("Lincoln"), a
Pennsylvania corporation.
W I T N E S S E T H
WHEREAS, the Administrator has been organized to provide
administrative services with regard to the day-to-day affairs of The
Rightime Fund, Inc. (the "Fund"), a diversified open-end management
investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act") and has been appointed by the Fund to
provide such services; and
WHEREAS, the Administrator desires to avail itself of the
facilities available to Lincoln with respect to certain of these
administrative services and to appoint Lincoln as its agent to perform
these services; and
WHEREAS, Lincoln 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 Administrator hereby appoints Lincoln to
administer certain of the affairs of the Fund for the period and on the
terms set forth in this Agreement. Lincoln 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. Lincoln shall provide the following services:
(a) Prepare for the Fund (or assist counsel and/or
auditors in the preparation of) all required tax returns.
(b) Prepare for the Fund (or assist counsel and/or
auditors in the preparation of) all proxy statements and reports to Fund
shareholders and directors.
(c) Respond to all inquiries or other
communications of shareholders and broker-dealers, if any, or, if any
such inquiry or communication is more properly to be responded to by the
Fund's transfer agent, custodian or accounting services agent, oversee
their response thereto.
(d) Assist the Administrator in overseeing all
relationships between the Fund and its custodian, transfer agent and
accounting services agent, including the negotiation of agreements in
relation thereto and the supervision of the performance of such
agreements, as directed by the Administrator.
(e) Perform all other functions which the
Administrator may from time to time request it to perform. The
Administrator will provide Lincoln on Lincoln's request with any
document, report, information, and certificate necessary to fulfill
these responsibilities. The Administrator shall indemnify and hold
Lincoln harmless from and against any and all loss, liability, and
expense, including any legal expenses, arising from any error, omission,
inaccuracy or other deficiency in any document, report, information, and
certificate necessary to fulfill these responsibilities and provided by
the Administrator, or in the failure of the Administrator to provide any
portion of such or any such document, report, information or
certificate.
3. The Administrator shall pay Lincoln a fee as shall be
mutually agreed to by the parties pursuant to the attached Schedule of
Fees.
4. Lincoln 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 mutual fund assets.
5. Lincoln shall not be liable for any error of judgment
or mistake of law for any loss suffered by the Administrator in
connection with the matters to which this Agreement relates, except a
loss resulting from willful malfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. Any person,
even though also employed by Lincoln, who may be or become an employee
of and paid by the Administrator shall be deemed, when acting within the
scope of his employment by Lincoln, to be acting in such employment
solely for Lincoln and not as the Administrator's employee or agent.
6. The Administrator represents to Lincoln that it has
been appointed by the Fund to perform the services called for hereunder
by an Administration Agreement dated _____________, 1985, and that such
Agreement empowers the Administrator to retain Lincoln, among others, to
furnish such services. The Administrator further represents that under
the Administration Agreement the Fund: (1) agrees to cooperate with
others in the performance of such services; (2) agrees to indemnify
others for liabilities incurred in providing such services which are not
the result of such person's gross negligence, bad faith, or willful
malfeasance; (3) authorizes the Administrator to select such persons as
it deems qualified to provide such services subject to the ratification
of the officers of the Fund; and (4) agrees to countersign each
Agreement made by the Administrator to confirm that it is ratified in
accordance with and is not inconsistent with the Administration
Agreement.
7. The Administrator represents that the Fund has agreed
to indemnify and hold the Administrator and Lincoln harmless from any
and all loss, liability and expense, including any legal expenses,
arising out of Lincoln's performance, or status, or any act or omission
of Lincoln, unless such loss, liability or expense is due to the willful
misfeasance, bad faith or gross negligence of Lincoln.
8. This Agreement shall continue in effect unless
terminated by either party on not more than sixty (60) days nor less
than thirty (30) days written notice to the other party.
9. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of Lincoln who may also be a
director, officer or employee of the Administrator 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
dissimilar nature, nor limit or restrict the right of Lincoln to engage
in any other business or to render services of any other kind to any
other corporation, firm, individual or association.
10. This Agreement may be amended by mutual written
consent.
11. This Agreement shall be governed by and considered
in accordance with the laws of the Commonwealth of Pennsylvania.
12. During the term of this Agreement, the Administrator
agrees to furnish to Lincoln at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature, or other
material provided for distribution which refer in any way to Lincoln,
prior to use thereof and not to use such material if Lincoln 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 Administrator will continue to
furnish to Lincoln copies of the above-mentioned materials which refer
in any way to Lincoln. The Administrator shall furnish or otherwise
make available to Lincoln such other information relating to the
business affairs of the Administrator as Lincoln at any time, or from
time to time, reasonably requests in order to discharge its obligations
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by this officers designated below as of the day and year
first above written.
RIGHTIME ADMINISTRATORS, INC.
BY:Xxxxx X. Rights
President
[Corporate Seal] ATTEST:Xxxxxx Xxxxx
Secretary
LINCOLN INVESTMENT PLANNING, INC.
BY:Xxxxxx Xxxxx, Xx. VP
President
[Corporate Seal] ATTEST:Xxxxxxxxx Way
Secretary
COUNTERSIGNED:
THE RIGHTIME FUND, INC.
BY:Xxxxx X. Rights
President
[Corporate Seal] ATTEST:Xxxxxx Xxxxx
Secretary
