EXHIBIT h(1)
ADMINISTRATIVE SERVICES AGREEMENT
AS AMENDED AND RESTATED APRIL 30, 2001
WHEREAS, Pilgrim Variable Products Trust (the "Trust"), on behalf of
each of its series listed on Schedule A hereto, as may be amended from time to
time (the "Funds"), has entered into an Administrative Services Agreement with
ING Pilgrim Group, Inc. (the "Administrator"), pursuant to which the
Administrator renders administrative and other services to the Funds pursuant to
an Administrative Services Agreement dated May 2, 1994, as amended May 1, 1997,
as restated April 30, 2000, (the "Agreement"); and further restated on this 30th
day of April 2001.
WHEREAS, Northstar Administrators Corp., the former Administrator,
merged with and into Pilgrim Group, Inc., effective November 1, 1999.
WHEREAS, the Trust wishes to add eight series (Pilgrim VP Worldwide
Growth Portfolio, Pilgrim VP International SmallCap Growth Portfolio, Pilgrim VP
International Portfolio, Pilgrim VP Emerging Countries Portfolio, Pilgrim VP
Growth & Income Portfolio, Pilgrim VP LargeCap Growth Portfolio, Pilgrim VP
Financial Services Portfolio, and Pilgrim VP Convertible Portfolio) to the Funds
covered by the Agreement and listed on Schedule A to the Agreement; and
WHEREAS, Pilgrim Investments, Inc. (the "Adviser") serves as investment
adviser to the Funds.
NOW, THEREFORE, the Agreement is hereby amended and restated this 30th
day of April, 2001 as follows:
1. APPOINTMENT
The Trust hereby appoints the Administrator to serve as administrator
to the Funds for the periods and on the terms set forth herein. The
Administrator accepts this appointment and agrees to furnish the services set
forth herein for the compensation provided herein.
2. SERVICES AS ADMINISTRATOR
A. GENERAL SERVICES
Subject to the supervision and direction of the Board of
Trustees of the Trust, the Administrator will (a) assist in supervising all
aspects of the Funds' operations except those performed by the Funds' Adviser
under its investment advisory agreement; (b) furnish such statistical or other
factual information, advice regarding economic factors and trends and advice and
guidelines as to transactions in specific securities (but without generally
furnishing advice or making recommendations regarding the purchase or sale of
securities); (c) maintain or supervise, as the case may be, the maintenance by
the Adviser or third parties approved by the Trust of such books and records of
the Funds as may be required by applicable federal or state law; (d) perform all
corporate secretarial functions on behalf of the Funds; (e) provide the Funds
with office
facilities, assemble and provide statistical and research data, provide data
processing, clerical, internal legal, internal executive, administrative and
bookkeeping services, and provide stationary and office supplies; (f) supervise
the performance by third parties of Fund accounting and portfolio pricing
services, internal audits and audits by independent accountants for the Funds;
(g) prepare and arrange for the printing, filing and distribution of
prospectuses, proxy materials, and periodic reports to the shareholders of the
Funds as required by applicable law; (h) prepare or supervise the preparation by
third parties approved by the Trust of all federal, state, and local tax returns
and reports of the Funds required by applicable law, (i) prepare, update, and
arrange for the filing of the Funds' registration statement and amendments
thereto and other documents as the Securities and Exchange Commission
("Commission") and other federal regulatory authorities may require by
applicable law, and oversee compliance under all state regulatory requirements
to which the Funds are subject; (j) render to the Board of Trustees of the Trust
such periodic and special reports respecting the Funds as the Board may
reasonably request; (k) arrange, assemble information and reports for, and
attend meetings of the Trustees and the shareholders of the Funds; (l) maintain
a fidelity bond as required under the Investment Company Act of 1940 (the "1940
Act") for the Trust and liability insurance for the Trustees and officers of the
Trust; and (m) make available its officers and employees to the Board of
Trustees and officers of the Trust for consultation and discussions regarding
the administration of the Funds.
B. PERFORMANCE OF DUTIES
The Administrator, at its discretion, may enter into contracts with
third parties for the performance of the services to be provided by the
Administrator under this Agreement.
The Administrator, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Registration Statement,
as amended, of the Funds and with the instructions and directions of the Board
of Trustees of the Trust and will conform to, and comply with, the requirements
of the 1940 Act and all other applicable federal and state laws and regulations.
3. DOCUMENTS
The Trust has delivered to the Administrator copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust, as amended, as filed with the
Secretary of the Commonwealth of Massachusetts;
(b) By-Laws of the Trust;
(c) Certified resolutions of the Trustees authorizing the
appointment of the Administrator and approving this Agreement on behalf of the
Trust and each Fund;
(d) Registration Statement on Form N-1A under the 1940
Act and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed
with the Commission, relating to the Trust and shares of beneficial interest of
each Fund and all amendments thereto;
(e) Notification of Registration of the Trust under the
1940 Act on Form N-8A as filed with the Commission and all amendments thereto;
(f) Prospectus and Statement of Additional Information
included in the Registration Statement, as amended from time to time. All
references to this Agreement, the Prospectus and the Statement of Additional
Information shall be to such documents as most recently amended or supplemented
and in effect.
4. DIRECTORS, OFFICERS AND EMPLOYEES
The Administrator shall authorize and permit any of its directors,
officers and employees who may be elected as trustees or officers of the Trust
and/or the Funds 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 such directors, officers or employees of the Administrator.
5. RECORDS
The Administrator agrees that all records which it maintains for the
Trust and/or the Funds are property of the Trust and/or the Funds. The
Administrator will surrender promptly to the Trust and/or the Funds any such
records upon either the Trust's or the Fund's request. The Administrator further
agrees to preserve such records for the periods prescribed in Rule 31a-2 of the
Commission under the 1940 Act.
6. COMPENSATION
In consideration of the services rendered pursuant to this Agreement,
the Funds will pay the Administrator a fee, computed and accrued daily and
payable monthly, at an annual rate of 0.10% of each Fund's average daily net
assets. For the purpose of determining fees payable to the Administrator, the
value of a Fund's average daily net assets shall be computed at the times and in
the manner specified in the Prospectus and Statement of Additional Information
of the Fund as from time to time in effect.
7. EXPENSES
The Administrator will bear all expenses in connection with the
performance of its services under this Agreement, except that the Administrator
will be reimbursed by the Funds for the out-of-pocket costs incurred in
connection with this Agreement or by third parties who are performing services
as permitted by paragraph 2. The Funds will bear certain other expenses to be
incurred in their operation, including: taxes, interest, brokerage fees and
commissions;, if any, fees of Trustees of the Trust who are not officers,
directors, or employees of the Adviser or Administrator; Securities and Exchange
Commission fees; charges of custodians and transfer and dividend disbursing
agents; certain insurance premiums; outside auditing and legal expenses; cost of
maintenance of the Funds' existence; including charges of accounting, internal
auditing, and pricing of portfolio securities for the Funds, including the
charges an independent pricing
service; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the shareholders of
the Funds and of the officers or Board of Trustees of the Trust; and any
extraordinary expenses.
8. STANDARD OF CARE
The Administrator shall exercise its best judgment in rendering the
services under this Agreement. The Administrator shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds or the
Funds' shareholders in connection with the matters to which this Agreement
relates, provided that nothing herein shall, be deemed to protect or purport to
protect the Administrator against liability to the Funds or to their
shareholders to which the Administrator would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Administrator's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 8,
the term "Administrator" shall include any officers, directors, employees, or
other affiliates of the Administrator performing services with respect to the
Funds.
9. DURATION AND TERMINATION
This Agreement shall continue in effect unless sooner terminated as
provided herein, for two years from the date hereof and shall continue from year
to year thereafter, provided each continuance is specifically approved at least
annually by a majority of the Board of Trustees of the Trust, including a
majority of the Board of Trustees who are not "interested persons" (as defined
in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting such approval. This Agreement is
terminable, without penalty, on 60 days' written notice by the Board of Trustees
of the Trust or by vote of holders of a majority of the Funds' shares, or upon
90 days' written notice by the Administrator.
10. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The administrative services of the Administrator to the Funds under
this Agreement are not to be deemed exclusive, and the Administrator, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Funds) and to engage in other activities,
so long as it's services hereunder are not impaired thereby.
11. ASSIGNMENT
This Agreement may be assigned by either party only upon the prior
written consent of the other party.
12. MISCELLANEOUS
(a) This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof.
(b) Titles or captions of Sections contained in this
Agreement are inserted only as a matter of convenience and for reference, and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provisions thereof.
(c) This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.
(d) This Agreement and the rights and obligations of the
parties hereunder shall be governed by, and interpreted, construed and enforced
in accordance with the laws of the State of Connecticut.
(e) If any provisions of this Agreement or the
application thereof to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid or unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstance, other than those as to which it is so determined to be
invalid or unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent permitted by
law.
(f) Notices of any kind to be given to the Administrator
by the Trust shall be in writing and shall be duly given if mailed or delivered
to the Administrator at 00 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or at such
other address or to such individual as shall be specified by the Administrator
to the Trust. Notices of any kind to be given to the Trust by the Administrator
shall be in writing and shall be duly given if mailed or delivered to 00 X.
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or at such other address or to such
individual as shall be specified by the Trust to the Administrator.
(g) The Administrator, the Trust and the Funds each agree
that the name "Pilgrim" is proprietary to, and a property right of, the
Administrator. The Trust and the Funds agree and consent that (i) each will only
use the name "Pilgrim" as part of its name and for no other purpose, (ii) each
will not purport to grant any third party the right to use the name "Pilgrim"
and (iii) upon the termination of this Agreement, the Trust and the Funds shall,
upon the request of the Administrator, cease to use the name "Pilgrim," and
shall use its best efforts to cause its officers, trustees and shareholders to
take any and all actions which the Administrator may request to effect the
foregoing.
(h) The Declaration of Trust, establishing the Trust,
dated December 8, 1993, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Pilgrim
Variable Products Trust" refers to the Trustees under the Declaration
collectively as trustees, but not individually or personally; and no Trustee,
shareholder, officer, employee or agent of the Trust and/or the Funds may be
held to any personal liability, nor may resort be had to their private property
for the satisfaction of any obligation or claim or otherwise in connection with
the affairs of the Trust, but the Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
PILGRIM VARIABLE PRODUCTS TRUST
By: /s/ Xxxxxx X. Naka
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Senior Vice President
ING PILGRIM GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Senior Vice President
