LINCOLN ADVISOR FUNDS, INC.
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT, made as of this 25th day of September, 1995 by and
between LINCOLN ADVISOR FUNDS, INC. (the "Fund"), a Maryland Corporation, and
DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware Corporation, having its
principal office and place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Fund desires to appoint DSC as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and DSC desires to accept such appointment;
WHEREAS, DSC is duly registered as a transfer agent under the
Securities Exchange Act of 1934, as amended;
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund currently offers shares in 9 series, Growth and
Income Portfolio, Enterprise Portfolio, U.S. Growth Portfolio, World Growth
Portfolio, New Pacific Portfolio, Government Income Portfolio, Tax-Free Income
Portfolio, Corporate Income Portfolio and Cashfund Portfolio (such series,
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Article XI, being herein referred
to
as the "Series", and each of the Series currently offers and sells up to four
different classes of shares of Common Stock $.01 par value;
WHEREAS, the Fund and DSC desire to have a written agreement concerning the
performance of the foregoing services and providing compensation therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
l.l The Fund hereby appoints DSC Shareholder Services Agent
for the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts
such appointment and agrees to provide the Fund, as its agent, the services
described herein.
l.2 The Fund shall pay DSC and DSC shall accept, for the
services provided hereunder, the compensation provided for in Section VIII
hereof. The Fund also shall reimburse DSC for expenses incurred or advanced by
it for the Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available
to DSC (or has given DSC an opportunity to examine) copies of, and DSC
represents that it has received from the Fund (or is otherwise familiar with),
the following documents:
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(a) The Articles of Incorporation or other documents evidencing
the Fund's form of organization and any current amendments or supplements
thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the Board of
Directors of the Fund establishing or affecting the rights, privileges or other
status of each class or Series of shares of the Fund, or altering or abolishing
each such class or Series;
(d) A certified copy of a resolution of the Board of Directors of
the Fund appointing DSC as Shareholder Services Agent for the Series and
authorizing the execution of this Agreement;
(e) The form of share certificates of the Series in the form
approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectus and
Statement of Additional Information under the Securities Act of l933, if
effective;
(g) Copies of all account application forms and other documents
relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund for the
purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's
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organization, including the status thereof under any applicable securities laws;
(j) A certified copy of any resolution of the Board of Directors
of the Fund authorizing any person to give instructions to DSC under this
Agreement (with a specimen signature of such person if not already provided),
setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.l.
2.2 The Fund and DSC may consult as to forms or documents that
may be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a
certified copy of any resolution of the stockholders or the Board of Directors
of the Fund providing for a dividend, capital gains distribution, distribution
of capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Series or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificate or the books
recording the same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or effecting
such change;
(b) Written instructions from an authorized officer implementing
such change; and
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(c) An opinion of counsel to the Fund as to the validity of such
action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is a properly registered investment company under
the Investment Company Act of l940 and any and all Series' shares which it
issues will be properly registered and lawfully issued under applicable federal
and state laws.
(b) The provisions of this contract do not violate the terms of
any instrument by which the Fund is bound; nor do they violate any law or
regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer agent
under the Securities Exchange Act of l934 and is duly authorized to serve, and
may lawfully serve as such.
(b) The provisions of this contract do not violate the terms of
any instrument by which DSC is bound; nor do they violate any law or regulation
of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.l The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all
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claims or demands that may be asserted against DSC concerning the genuineness of
any stock certificate supplied to DSC pursuant to this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon
its demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any
change in the officers authorized to sign stock certificates or in the form
thereof. If an officer whose manual or facsimile signature is affixed to any
blank share certificate shall die, resign or be removed prior to the issuance of
such certificate, DSC may nevertheless issue such certificate notwithstanding
such death, resignation or removal, and the Fund shall with respect thereto
promptly provide to DSC any approval, adoption or ratification as may be
required by DSC.
IV. TRANSFER AGENT
4.l As Transfer Agent for the Series, DSC shall issue, redeem
and transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine the
total shares to be issued and issue such shares by crediting shares to accounts
created and maintained in the registration forms provided; as applicable,
prepare, issue and deliver stock certificates.
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(b) Upon proper transfer authorization, transfer shares by
debiting transferor-stockholder accounts and crediting such shares to accounts
created and/or maintained for transferee-stockholders; if applicable, issue
and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the total
shares redeemed and to be redeemed; determine the total redemption payments made
and to be made; redeem shares by debiting stockholder accounts; as applicable
receive and cancel stock certificates for shares redeemed; and remit or cause to
be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control cash due
and paid, shares issued and to be issued, cash remitted and to be remitted and
shares debited and credited to accounts; provide such notices, instructions or
authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem
Series' shares upon receipt by DSC from the Fund, or from any federal or state
regulatory agency or authority, of written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.l As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series' dividends,
capital gains distributions or any payments from
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other sources as directed by the Fund. In connection therewith, but not in
limitation thereof, DSC shall:
(a) Calculate the total disbursement due and payable and the
disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each stockholder, as
aforesaid, to be disbursed in cash; prepare and mail checks therefor.
(c) Calculate the total disbursement for each stockholder, as
aforesaid, for which Series' shares are to be issued and authorized and instruct
the issuance of Series' shares therefor in accordance with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices pertaining
to disbursements as required by federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon
the receipt by DSC from the Fund, or from any federal or state agency or
authority, of written notice that such disbursement shall not be made.
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VI. SHAREHOLDER SERVICING AGENT
6.l As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to but in implementation of the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in limitation
thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to do so,
and where in compliance with applicable law, accept orders on behalf of the
Fund; receive and process investments and applications; remit to the Fund or its
custodian payments for shares acquired and to be issued; and direct the issuance
of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of stockholders
and their agents.
(c) As instructed by the Fund, prepare and mail stockholder
account information, mail Series stockholder reports and Series prospectuses.
(d) Prepare and mail proxies and material for Fund stockholder
meetings, receive and process proxies from stockholders, and deliver such
proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to investor
and Series stockholders, including retirement plans, including activities not
otherwise provided in Section I through V of this Agreement.
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VII. PERFORMANCE OF DUTIES
7.l The parties hereto intend that Series stockholders and
their stockholdings shall be confidential, and any information relating thereto
shall be released by DSC only to those persons or authorities who DSC has reason
to believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or
the Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and
may, at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for
errors and omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds, including,
without limitation, funds comprising the Delaware Group of funds, and may be
used to perform other services for the Fund, the funds in the Delaware Group and
others.
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7.7 DSC shall provide its services as transfer agent hereunder
in accordance with Section l7 of the Securities Exchange Act of l934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type services provided hereunder by other
institutions providing the same or similar services, and, those which should
provide efficient, safe and economical services so as to promote promptness and
accuracy and to maintain the integrity of the Fund's records.
7.8 DSC shall establish and maintain those accounts, books and
other documents that the Fund is required to establish and maintain under the
provisions of the Investment Company Act of 1940 and the rules thereunder as DSC
and the Fund may agree from time to time. The Fund and DSC may, from time to
time, set forth in writing Guidelines For Selective Procedures to be applicable
to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that the compensation by the
Fund to DSC is intended to induce DSC to provide services under this Agreement
of a nature and quality which the Board of Directors of the Fund, including a
majority who are not parties to this Agreement or interested person of the
parties hereto, has determined after due consideration to be necessary for the
conduct
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of the business of the Fund, in the best interests of the Fund, the Series and
its stockholders.
8.2 Compensation by the Fund to DSC hereunder shall be
determined in accordance with Schedule A hereto as it shall be amended from time
to time as provided for herein and which is incorporated herein as a part
hereof.
8.3 Compensation as provided in Schedule A shall be reviewed
and approved in the manner set forth in Section l0.l hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC shall
provide, such information as the Board may reasonably require to evaluate the
basis of and approve the compensation.
IX. STANDARD OF CARE
9.l The Fund acknowledges that DSC shall not be liable for,
and in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the performance of its duties under this Agreement, agrees
to indemnify DSC against, any claim or deficiency arising from the performance
of DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
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X. CONTRACTUAL STATUS
l0.l This Agreement shall be executed and become effective on
the date first written above if approved by a vote of the Board of Directors of
the Fund, including an affirmative vote of a majority of the non-interested
members of the Board, cast in person at a meeting called for the purpose of
voting on such approval. It shall continue in effect for an indeterminate
period, and is subject to termination on sixty (60) days notice by either party
unless earlier terminated or amended by agreement among the parties.
Compensation under this Agreement shall require approval by a majority vote of
the Board of Directors of the Fund.
l0.2 This Agreement may not be assigned without the approval
of the Fund.
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l0.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
XI. ADDITIONAL FUNDS
11.1 In the event that the Fund establishes one or more series
in addition to the currently offered Series, or additional classes within any
Series with respect to which it desires to have DSC render services as transfer
agent, dividend disbursing agent and shareholders service agent under the terms
hereof, it shall so notify DSC in writing, and if DSC agrees in writing to
provide such services, such series shall become a Series hereunder.
DELAWARE SERVICE COMPANY, INC.
Attest: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
Vice President/ Senior Vice President/
Assistant Secretary Chief Administrative Officer/
Chief Financial Officer
LINCOLN ADVISOR FUNDS, INC.
Attest: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
Xxxx Xxxxxxxxx Vice President
Xxxxxx X. Xxxxx
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SCHEDULE A
to
TRANSFER AGENCY AND SERVICE AGREEMENT
COMPENSATION SCHEDULE
1. Delaware Service Company, Inc. (DSC) will determine and report to the
Fund, at least annually, the compensation for services to be provided
to the Fund for DSC's forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for
services provided. DSC will xxxx, and the Fund will pay, such
compensation monthly.
3. For the period commencing September 25, 1995, the charge will consist
of two charges for each of the Fund's Series, an annual charge and a
per transaction charge for each account on the transfer agent's records
and each account on an automated retirement processing system. These
charges are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $11.00 Per annum
Other Funds 5.50 Per annum
Xxxxxxx Xxxxx - Omnibus Accounts:
Regular Accounts 11.00 Per annum
Accounts with a Contingent
Deferred Sales Charge 14.00 Per annum
Networked Accounts 3.00 - 6.00 Per annum
B. TRANSACTION CHARGES
1. Dividend Payment $ 0.25
2. New Account 6.00
3. Purchase:
a. Wire 8.00
b. Automated* 1.50
c. Other 2.60
4. Transfer 8.00
5. Certificate Issuance 4.00
* (Purchase transactions received directly from Lincoln National Corporation or
its affiliates payroll, via automated transmission will be charged at $.075 per
transaction.)
6. Liquidation:
a. Wires 12.00
b. Drafts .75
c. Money Market Regular 4.50
d. Other Regular 4.50
7. Exchanges:
a. Dividend Exchanges 3.50
b. Other 10.00
SCHEDULE A
(Continued)
OUT-OF-POCKET EXPENSES
I. TRANSFER AGENT SYSTEM CHARGES
A. All accounts at $1.80 per account per year.
B. Includes Fund/Serv, Networking Systems and Sungard supported
remote access to the ACS Mutual Fund Sales Reporting System.
C. Includes ALL transactions.
D. Excludes customary out-of-pocket expenses of service provider and
non-standard interfaces, special modifications, or special jobs.
II. SPECIAL SERVICES AND FEES
A. AD-HOC Reportwriter Generator $ 46.00 per report
$ .009 per account
passed
B. Additional on-line history $ .045 per account
per qtr.
C. Off hours IMS uptime $150.00 per hour
D. Interim Research $ 70.00 per run
Statements $ 4.40/each cwu
E. Reruns $ 70.00 per run
$ 4.40/cwu
F. Extract Tapes $105.00
$ .022 per a/c
G. Retroactive Record Date $ 63.25 per run
$ .0165/account
H. Hot Jobs $139.00
$ 7.60/cwu
SCHEDULE A
OUT-OF-POCKET EXPENSES
(Continued)
I. Labor Charges
System Support Representatives
and Programmers $100.00/hour
Consultants or Department Heads $125.00/hour
Officers $150.00/hour
J. Training/Consulting $800.00/day
K. TELCOM COSTS for processing activity
L. Customer pays costs to establish and process non-standard
interfaces (tape, CPU transmissions, Audio Response, etc.)
III. OTHER OUT-OF-POCKET EXPENSES INCLUDE, BUT ARE NOT LIMITED TO:
Cost of forms
Postage
Cost of third party statements and confirmation vendor.
Cost of proxy mailing and solicitation.
Off-site storage costs.
