AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AGREEMENT dated , 2000, amends and restates the
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ADMINISTRATION AGREEMENT, dated March 26, 1985, 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 Corporation is a diversified open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund is a series of the Corporation and 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 Corporation, on behalf of the Fund, hereby appoints the Administrator
to administer the Fund's affairs, subject to the overall supervision of the
Board of Directors of the Corporation, 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 Corporation,
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 mentioned 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 Corporation 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
Corporation's registration and/or the registration of the Fund's shares under
the securities or "blue-sky" laws of the various states (the Corporation
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 Corporation 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 Corporation 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 Corporation and any such contract shall be
countersigned by the Corporation to confirm such ratification. The
Corporation 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 Corporation 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 Corporation 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 Corporation, or the failure of the Corporation
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 Corporation, in
connection with their service to 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 Corporation, on behalf of 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 Corporation, on behalf of 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 Corporation, 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, who 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 Fund's proper proportionate share of the fees of any trade association
of which the Corporation 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 Fund's proper proportionate share of the fees and expenses involved in
registering and maintaining registrations of the Corporation and the shares of
the Fund 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 Corporation'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 Corporation, on behalf of the Fund, shall
pay the Administrator a fee based on the rates stated in Schedule A of this
Agreement. 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 Corporation.
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 commission, 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 Corporation 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 Corporation 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's 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 Corporation
provided, however, that this Agreement may be terminated by the Corporation at
any time, without the payment of any penalty, by the Board of Directors of the
Corporation 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 Corporation 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 Corporation agrees to furnish the
Administrator at its principal office all prospectuses, proxy statements,
reports to shareholders, 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 upon) after receipt thereof. In
the event of termination of this Agreement, the Corporation will continue to
furnish to the Administrator copies of any of the above mentioned materials
which refer in any way to the Administrator. The Corporation 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 parties 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: --------------------------
Xxxxx X. Rights
President
[Corporate Seal] Attest: --------------------------
Xxxxxx X. Xxxxx, Xx.
Secretary
RIGHTIME ADMINISTRATORS, INC.
By: --------------------------
Xxxxx X. Rights
President
[Corporate Seal] Attest: --------------------------
Xxxxxx X. Xxxxx, Xx.
Secretary
SCHEDULE A
ADMINISTRATION AGREEMENT
Attached to and part of the Administration Agreement dated , 2000
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between The Rightime Fund, Inc. (the "Corporation") for The Rightime Fund (the
"Fund") and Rightime Administrators, Inc. (the "Administrator").
CURRENT FEE SCHEDULE
The Corporation, on behalf of 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.
