TRANSFER AND DIVIDEND DISBURSING AGENCY AGREEMENT
This Agreement, dated as of the 25th day of September,
1986, made by and between The Rightime Fund, Inc. (the "Fund"), a
corporation operating as an open-end investment company, duly
organized and existing under the laws of the State of Maryland,
and Lincoln Investment Planning Inc. (the "Transfer Agent"), a
Pennsylvania corporation.
WITNESSETH THAT:
WHEREAS, the Fund desires to retain the Transfer Agent
to render transfer agency and dividend disbursing agency services
to the Fund and the Transfer Agent has agreed to act as Transfer
Agent of the Fund and as its Dividend Disbursing Agent;
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties hereto, intending
to be legally bound, do hereby agree as follows:
Section 1. The Fund hereby appoints the Transfer
Agent as its Transfer, Redemption and Dividend Disbursing Agents
and the Transfer Agent accepts such appointments and agrees to
act in such capacities upon the terms set forth in this
Agreement.
TRANSFER AGENCY
Section 2. The Fund shall furnish to the Transfer
Agent a sufficient supply of blank Share Certificates of each
Series of its Shares currently issued and outstanding and from
time to time will renew such supply upon the request of the
Transfer Agent. Such blank Share Certificates shall be signed
manually or by facsimile signatures of officers of the Fund
authorized by law or the by-laws of the Fund to sign Share
Certificates and, if required, shall bear the corporate seal or a
facsimile thereof.
Section 3. The Transfer Agent shall make original
issues of Shares in accordance with Sections 13 and 14 below and
with the Fund's Prospectus and Statement of Additional
Information upon the written request of the Fund and upon being
furnished with (i) a certified copy of a resolution or
resolutions of the Board of Directors of the Fund authorizing
such issue; (ii) an opinion of counsel as to the validity of such
additional Shares; and (iii) necessary funds for the payment of
any original issue tax applicable to such additional Shares.
Section 4. Except as modified by resolution of the
Board of Directors of the Fund as delivered to and accepted by
the Transfer Agent, Transfers of Shares shall be registered and
new Share Certificates issued by the Transfer Agent upon
surrender of outstanding Share Certificates (i) in form deemed by
the Transfer Agent to be properly endorsed for transfer, (ii)
with all necessary endorsers' signatures guaranteed by a member
firm of a national securities exchange or a commercial bank,
accompanied by (iii) such assurances as the Transfer Agent shall
deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement, and (iv)
satisfactory evidence of compliance with all applicable laws
relating to the payment or collection of taxes.
Section 5. When mail is used for delivery of Share
Certificates, the Transfer Agent shall forward Share Certificates
in "non-negotiable" form by first-class mail, and Share
Certificates in "negotiable" form by registered mail, all mail
deliveries to be covered while in transit to the addressee by
insurance arranged for by the Transfer Agent.
Section 6. In registering transfers the Transfer
Agent may rely upon the Uniform Commercial Code ("UCC") or any
other statutes which in the opinion of counsel protect the
Transfer Agent and the Fund in not requiring complete
documentation, in registering transfer without inquiry into
adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration where in its judgment an
adverse claim requires such refusal. The Transfer Agent shall
comply with the terms of the UCC and other statutes, rules and
regulations, as in effect from time to time to protect rights of
the Fund and its interests under such statutes or rules.
Section 7. The Transfer Agent may issue new Share
Certificates in place of Share Certificates represented to have
been lost, destroyed or stolen, upon receiving indemnity
satisfactory to the Transfer Agent and may issue new Share
Certificates in exchange for, and upon surrender of mutilated
Share Certificates.
Section 8. In case any officer of the Fund who
shall have signed manually or whose facsimile signature shall
have been affixed to blank Share Certificates shall die, resign
or be removed prior to the issuance of such Share Certificates,
the Transfer Agent may issue or register such Share Certificates
as the Share Certificates of the Fund notwithstanding such death,
resignation or removal; and the Fund shall file promptly with the
Transfer Agent such approval, adoption or ratification as may be
required by law.
Section 9. The Transfer Agent will maintain stock
registry records of each Series of the Fund in the usual form in
which it will note the issuance, transfer and redemption of
Shares of each respective Series and the issuance and transfer of
Share Certificates, and is also authorized to maintain for each
Series an account entitled Unissued Certificate Account in which
it will record the Shares and fractions issued and outstanding
from time to time for which issuance of Share Certificates is
deferred. The Fund has retained Rightime Administrators, Inc. to
provide the Transfer Agent with daily reports of Fund Share
purchases and redemptions for each Series. The Transfer Agent
will keep records for each Series, which will be part of the
stock transfer records, as well as its records of the Plans, in
which it will note the names and registered addresses of
Shareholders and Planholders, and the number of Shares and
fractions from time to time owned by them for which no Share
Certificates are outstanding and the total Shares of each Series
outstanding. Each Shareholder or Planholder will be assigned a
single account number for each Series in which Shares are held.
Section 10. The Transfer Agent will issue Share
Certificates for Shares of the Fund, only upon receipt of a
written request from a Shareholder. In all other cases, the Fund
authorizes the Transfer Agent to dispense with the issuance and
countersignature of Share Certificates whenever Shares are
purchased. In such case the Transfer Agent shall merely note on
its stock registry records for the appropriate Series the
issuance of the Shares-and fractions (if any) of such Series,
shall credit the Unissued Certificate Account of such Series with
the Shares and fractions issued and shall credit the proper
number of Shares and fractions to the respective Shareholders.
Likewise, whenever the Transfer Agent has occasion to surrender
for redemption Shares and fractions owned by Shareholders, it
shall be unnecessary to issue Share Certificates for redemption
purposes. The Fund authorizes the Transfer Agent in such cases
to process the transactions by appropriate entries in its stock
transfer records, and debiting of the proper Unissued Certificate
Account and the record of issued Shares outstanding.
Section 11. The Transfer Agent will, in addition to
the duties and functions above-mentioned, perform the usual
duties and functions of a stock transfer agent for a corporation.
It will countersign for issuance or reissuance Share Certificates
representing original issue or reissued treasury Shares as
directed by the,-Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of
Shareholders from one Shareholder to another in the usual manner.
The Transfer Agent may rely conclusively and act without further
investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper
reasonably believed by it in good faith to be genuine and
unaltered, and to have been signed, countersigned, or executed by
a duly authorized person or persons, or upon the instructions of
any officer of the Fund, or upon the advice of counsel for the
Fund or for the Transfer Agent. The Transfer Agent may record
any transfer of Share Certificates which is reasonably believed
by it in good faith to have been duly authorized or may refuse to
record any transfer of Share Certificates if in good faith the
Transfer Agent deems such refusal necessary in order to avoid any
liability either to the Fund or to the Transfer Agent. The Fund
agrees to indemnify and hold harmless the Transfer Agent from and
against any and all losses, costs, claims, and liability which it
may suffer or incur by reason of so relying or acting or refusing
to act, unless such losses, costs, claims or liability is due to
the Transfer Agent's negligence or willful misconduct.
Section 12. In case of any request or demand for the
inspection of the share records of the Fund, the Transfer Agent
shall immediately notify the Fund and secure instructions as to
permitting or refusing such inspection. The Transfer Agent
agrees that Share records of the Fund are the property of
xxx.Xxxx, and shall be made available to the Fund promptly upon
request. All records of the Fund are confidential and will not
be released to any party prior to notice to and authorization by
the Fund unless required by applicable law or regulations,
provided that the Transfer Agent may exhibit such records to any
person in any case where it is advised by its counsel that it may
be held liable for failure so to do pursuant to any valid court
order or decree.
ISSUANCE OF SHARES
Section 13. Upon determination of the net asset
value per Share of a Series in accordance with the Fund's
Prospectus and applicable laws and rules, the Transfer Agent
shall process all purchase orders for such Shares received since
the last determination of the Fund's net asset value per Share
for such Series.
The Transfer Agent shall calculate daily, based on the
amount available for investment in Shares and the net asset value
next determined by the Fund (as of the close of trading on the
New York Stock Exchange or at such other time(s) as may be set by
the Board of Directors of the Fund), the number of Shares and
fractional Shares to be purchased and the aggregate net assets
received for such Shares to be deposited with the Custodian. The
Transfer Agent, as agent for the Shareholders and Planholders,
shall place a purchase order daily with the Fund for the proper
number of Shares and fractional Shares to be purchased and
confirm such number to the Fund in writing.
Section 14. The Transfer Agent, having made the
calculations provided for in Section 13, shall thereupon pay over
the aggregate net asset value of Shares of each Series purchased
to the Fund's Custodian to be deposited in the account maintained
under the Fund's Custodian Agreement for the respective Series.
The proper number of Shares and fractional Shares shall then be
issued by each Series daily and credited by the Transfer Agent to
the Unissued Certificate Account of such Series. The Shares and
fractional Shares purchased for each Shareholder and Planholder
will be credited by the Transfer Agent to each Shareholder's
separate account for such Series. The Transfer Agent shall mail
to each Shareholder and Planholder a confirmation of each
purchase, with copies to the Fund if requested. Such
confirmations will show the prior Share balance, the new Share
balance, the Shares held under a Plan (if any), the Shares for
which Stock Certificates are outstanding (if any), the amount
invested and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 15. Upon determination of the net asset
value per Share of a Series in accordance with the Fund's
Prospectus and applicable laws and rules, the Transfer Agent
shall process all pending requests from Shareholders to redeem
Shares of a Series and determine the number of Shares of each
Series required to be redeemed to make monthly payments,
automatic payments or the like. Thereupon, the Transfer Agent
shall advise the Custodian of the total number of Shares and
fractional Shares of each Series to be redeemed, indicating the
applicable net asset value. The Transfer Agent shall furnish the
Fund with an appropriate confirmation of the redemption, making
the proper distribution and application of the redemption
proceeds in accordance with the Fund's Prospectus. The stock
registry books of each Series recording outstanding Shares, the
Unissued Certificate Account and the individual account of the
Shareholder or Planholder shall be properly debited.
In lieu of carrying out the redemption procedures
hereinabove provided for in this Section 15, the Transfer Agent
may, at the request of the Fund, sell Shares of any Series to the
Fund as repurchases from Shareholders and/or Planholders,
provided that in each such case the sale price shall be not less
than the applicable redemption price. In such case the
redemption procedures shall be appropriately modified.
Section 16. The proceeds of redemption shall be
remitted by the Transfer Agent in accordance with the Fund's
Prospectus by check mailed to the Shareholder or Planholder at
his registered address. If Share Certificates have been issued
for Shares being redeemed, then such Share Certificates and a
stock power with a signature guarantee of a commercial bank, or a
member firm of a national securities exchange shall accompany the
redemption request. If Share Certificates have not been issued
to the redeeming Shareholder, the signature of the Shareholder on
the redemption request must be similarly guaranteed. The Fund
may authorize the Transfer Agent to waive the signature guarantee
in certain cases by Written Instructions.
For the purposes of redemption of Shares which have
been purchased within 15 days of a redemption request, the Fund
shall provide the Transfer Agent, from time to time, with Written
Instructions concerning the time within which such requests may
be honored.
DIVIDENDS
Section 17. Upon the declaration on behalf of any
Series of each dividend and each capital gains distribution by
the Board of Directors of the Fund, the Fund shall notify the
Transfer Agent of the Series paying such dividend or
distribution, the date of such declaration the amount payable per
share, the record date for determining the Shareholders of that
Series entitled to payment, the payment and the reinvestment date
price.
Section 18. On or before each payment date the Fund
will transfer, or cause the Custodian to transfer, to the
Transfer Agent in its capacity as Dividend Disbursing Agent, the
total amount of the dividend or distribution currently payable.
The Transfer Agent will, on the designated payment date,
automatically reinvest all dividends in additional shares of the
Series paying such dividend or distribution except in cases where
Shareholders have elected to receive Shares in cash, in which
case the Transfer Agent will mail distribution checks to the
Shareholders for the proper amounts payable to them.
GENERAL PROVISIONS
Section 19. The Transfer Agent shall maintain
records for each Series (which may be part of the stock transfer
records) in connection with the issuance and redemption of
Shares, the disbursement of dividends and the administration of
the Plans and dividend reinvestments, in which will be noted the
transactions effected for each Shareholder and Planholder and the
number of Shares and fractional Shares owned by each for which no
Share Certificates are outstanding. The Transfer Agent agrees to
make available upon request and to preserve for the periods
prescribed in Rule 3la-2 any records relating to services
provided under this Agreement which are required to be maintained
by Rule 3la-1.
Section 20. In addition to the services as Transfer
Agent and Dividend Disbursing Agent as above set forth, the
Transfer Agent will perform other services for the Fund as agreed
from time to time, including but not limited to, preparation of
and mailing Federal Tax Information Forms, mailing semi-annual
reports of the Fund, preparation of an annual list of
Shareholders, and mailing notices of Shareholders' meetings,
proxies and proxy statements.
Section 21. Nothing contained in this Agreement is
intended to or shall require the Transfer Agent in any capacity
hereunder, to perform any functions or duties on any holiday, day
of special observance or any other day on which the Transfer
Agent or the New York Stock Exchange are closed unless so
required by law, and functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next
business day on which both the New York Stock Exchange and the
Transfer Agent are open.
Section 22. The Fund agrees to pay the Transfer
Agent compensation for its services and to reimburse it for
expenses, as set forth in Schedule A attached hereto, or as shall
be set forth in amendments to such Schedule approved by the Fund
and the Transfer Agent.
Section 23. The Transfer Agent, in acting for
Planholders, or in any capacity set forth in this Agreement,
shall not be personally liable for any taxes, assessments, or
governmental charges which may be levied or assessed on any basis
whatsoever in connection with the administration of the Plans,
except for taxes assessed against it in its corporate capacity
arising out of its compensation hereunder.
Section 24. The Fund shall indemnify the Transfer
Agent and save it harmless from any and against any and all
actions, suits and claims brought by any party other than the
Fund arising directly or indirectly out of or in connection with
its performance under this Agreement as Transfer Agent or
Dividend Disbursing Agent and from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses
and liabilities incurred by the Transfer Agent in connection with
any such action, suit, or claim. The Transfer Agent shall not be
under any obligation to prosecute or to defend any action, suit
or claim arising out of or in connection with its performance
under this Agreement as Transfer Agent or Dividend Disbursing
Agent which, in the opinion of its counsel, may involve it in
expense or liability, and the Fund shall furnish the Transfer
Agent with satisfactory indemnity against such expense or
liability, and upon request of the Transfer Agent the Fund shall
assume the entire defense of any action, suit, or claim subject
to the foregoing indemnity. Notwithstanding the foregoing,
however, no indemnification will be provided by the Fund to the
Transfer Agent if the Transfer Agent (1) shall fail to give the
Fund adequate notice of, and reasonable opportunity to assume,
the defense of any such action, suit, or claim, in the name of
the Fund or the Transfer Agent or both; or (2) shall be found to
be liable in such action, suit or claim due to its negligence or
willful misconduct.
Without limitation of the foregoing:
(a) The Transfer Agent may rely upon the advice
of the Fund, or of counsel, who may be counsel for the Fund or
counsel for the Transfer Agent and upon statements of
accountants, brokers and other persons reasonably believed by it
in good faith to be expert in the matters upon which they are
consulted and for any actions taken in good faith upon such
statements, the Transfer Agent shall not be liable to anyone.
(b) The Transfer Agent shall not be liable for
any action taken in good faith reliance upon any Written
Instruction or certified copy of any resolution of the Board of
Directors of the Fund, and the Transfer Agent may rely upon the
genuineness of any such document or copy thereof reasonably
believed in good faith by the Custodian to have been validly
executed.
(c) The Transfer Agent may rely and shall be
protected in acting upon any signature, instruction, request,
letter of transmittal, certificate, opinion of counsel,
statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it to be genuine and to
have been signed or presented by the Fund or other proper party
or parties.
Section 25. The Transfer Agent is authorized, upon
receipt of Written Instructions from the Fund, to make payment
upon redemption of Shares without a signature guarantee. The
Fund hereby agrees to indemnify and hold The Transfer Agent, its
successors and assigns, harmless of and from any and all
expenses, damages, claims, suits, liabilities, actions, demands,
losses whatsoever arising out of or in connection with a payment
by the Transfer Agent upon redemption of Shares without a
signature guarantee pursuant to proper Written Instructions if
such expense, damage, claim, suit, etc. is not the result of
negligence or willful misconduct by the Transfer Agent and upon
the request of the Transfer Agent the Fund shall assume the
entire defense of any action, suit or claims subject to the
foregoing indemnity. The Transfer Agent shall notify the Fund of
any such action, suit or claim within 10 days after receipt by
the Transfer Agent of notice thereof.
Section 26. The Fund shall promptly cause to be
turned over to the Transfer Agent (i) an accurate list of
Shareholders of each Series of the Fund showing the proper
registered address and number of Shares of each Series owned and
whether such shares are represented by outstanding Share
Certificates or by non-certificated share accounts, (ii) all
shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by
the Transfer Agent under this Agreement (hereinafter called
"Materials") (iii) all records relating to the Plan, including
original applications signed by Planholders and original plan
accounts recording payments, deductions, reinvestments,
withdrawals and liquidations and hereby agrees to indemnify and
hold the Transfer Agent, its successors and assigns, harmless of
and from any and all expenses, damages, claims, suits,
liabilities, actions, demand and losses whatsoever arising out of
or in connection with any error, omission, inaccuracy or other
deficiency of such Materials, or out of the failure of the Fund
to provide any portion of such or to provide any information
needed by the Transfer Agent to knowledgeably perform its
functions unless such is due to the negligence or misconduct of
the Transfer Agent.
Section 27. The following terms, for purposes of
this Agreement or any amendment or supplement thereto, shall have
the meanings herein specified unless the context otherwise
requires:
Plan: The term plan shall include such investment
plan, dividends or capital gains reinvestment plans, systematic
withdrawal plans or other types of plans set forth in the
prospectus of the Fund, which the Fund may from time to time
adopt and make available to its Shareholders, including plans or
accounts by self-employed individuals or partnerships.
Planholder: The term Planholder shall mean a
Shareholder who, at the time of reference, is participating in a
Plan, and shall include any underwriter, representative or
broker-dealer.
Section 28. This Agreement may be amended from time
to time by a supplemental agreement executed by the Fund and the
Transfer Agent.
Section 29. Either the Fund or the Transfer Agent
may give 60 days' written notice to the other of the termination
of this Agreement, such termination to take effect at the time
specified in the notice.
Section 30. Any notice or other communication
required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person
or sent by first class mail, postage prepaid, to the respective
parties as follows:
If to the Fund:
The Rightime Fund, Inc.
The Xxxxxx Xxxx xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Rights
If to the Transfer Agent:
Lincoln Investment Planning Inc.
Dept. F, Suite 1000
The Xxxxxx Xxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Section 31. The Fund represents and warrants to the
Transfer Agent that the execution and delivery of this Transfer
and Dividend Disbursing Agency Agreement by the undersigned
officers of the Fund has been duly and validly authorized by
resolution of the Board of Directors of the Fund.
Section 32. The Transfer Agent may from time to time
in its sole discretion, delegate some or all of its duties
hereunder to other parties, which shall perform such functions as
the agent of the Transfer Agent. To the extent of such
delegation, the term "Transfer Agent" in this Agreement shall be
deemed to refer to both the Transfer Agent and to such other
parties, or to either of them, as the context may indicate. In
each provision of this Agreement limiting the liabilities or the
delegations of the Transfer Agent, or providing indemnification
or protection of the Transfer Agent, the term "Transfer Agent"
shall include such other parties. The Transfer Agent shall not
be relieved of any liabilities or obligation under the Agreement
in connection with such delegation of duties.
Section 33. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be
deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
Section 34. 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 Transfer Agent or by the Transfer Agent without the
written consent of the Fund, authorized or approved by a
resolution of its Board of Directors.
Section 35. This Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and
their corporate seals hereunto duly affixed and attested, as of
the day and year first above written.
THE RIGHTIME FUND, INC.
By:
(SEAL)
Attest
LINCOLN INVESTMENT PLANNING INC.
By:
(SEAL)
Attest
Schedule A
FEE SCHEDULE
Attached to and part of
Transfer Agent/Dividend Disbursing Agent Agreement
dated September 25, 1986
between The Rightime Fund, Inc.
and Lincoln Investment Planning Inc.
Transfer Agent, Dividend Disbursing Agent
$10.00 per Rightime Fund Series Shareholder account annually.
$12.50 per Rightime Government Securities Series Shareholder
account annually.
Opening new accounts
Processing all payments
Issuing and canceling certificates
Processing partial and complete redemptions Regular and
legal transfers of accounts
Mailing up to four reports; quarterly and annually
Processing up to 4 dividends) and 1 capital gain
distribution annually, if any. This includes mailing of
cash dividends and/or preparing statements to shareholders
for reinvested distribution
Blue Sky Reports. This indicates shares sold to investors
in various States. There is also a "warning system" that
informs the Fund when they are within a certain percentage
of the shares registered in the State, or within a certain
time period when the registration statement is up for
renewal.
Account Maintenance:
1. Maintaining shareholder records of whole and fractional
unissued ("Book") shares
2. Changing shareholders' addresses
3. Daily or periodic reports, on number of shares,
accounts
4. Addressing and tabulating annual proxy cards
5. Supplying an annual stockholder list
6. Preparation of Federal Tax Information forms 1042S
7. Replying to shareholder correspondence other than for
Fund performance or Fund-related inquiries
8. Processing each returned exemption certificate
(updating shareholder file and filing the certificate).
In addition, the Fund will reimburse the Transfer Agent
monthly for all out-of-pocket expenses, including, but not
limited to postage, stationery, retention of records, mailings,
insurance, conversion from a prior Transfer Agent and other
expenses as mutually agreed to by the parties.
