Exhibit 99.k (x)
AGENCY AGREEMENT
THIS AGREEMENT made the 30th day of November, 2000, by and between each
of the following registered investment companies (1) LEXINGTON MONEY MARKET
TRUST, a Massachusetts business trust; (2) PILGRIM EQUITY TRUST, a Massachusetts
business trust, currently consisting of Pilgrim Index Plus Protection Fund and
Pilgrim MidCap Opportunities Fund; (3) PILGRIM GROWTH OPPORTUNITIES FUND, a
Massachusetts business trust; (4) PILGRIM MAYFLOWER TRUST, a Massachusetts
business trust, consisting of Pilgrim Growth + Value Fund, Pilgrim International
Value Fund and Pilgrim Research Enhanced Index Fund; (5) PILGRIM NATURAL
RESOURCES TRUST, a Massachusetts business trust; (6) PILGRIM PRIME RATE TRUST, a
Massachusetts business trust; (7) PILGRIM SMALLCAP OPPORTUNITIES FUND, a
Massachusetts business trust; (8) PILGRIM VARIABLE PRODUCTS TRUST, a
Massachusetts business trust, consisting of Pilgrim VP Convertible Portfolio,
Pilgrim VP Emerging Countries Portfolio, Pilgrim VP Financial Services
Portfolio, Pilgrim VP Growth & Income Portfolio, Pilgrim VP Growth + Value
Portfolio, Pilgrim VP Growth Opportunities Portfolio, Pilgrim VP High Yield Bond
Portfolio, Pilgrim VP International Portfolio, Pilgrim VP International SmallCap
Growth Portfolio, Pilgrim VP International Value Portfolio, Pilgrim VP LargeCap
Growth Portfolio, Pilgrim VP MagnaCap Portfolio, Pilgrim XX XxxXxx Opportunities
Portfolio, Pilgrim VP Research Enhanced Index Portfolio, Pilgrim VP SmallCap
Opportunities Portfolio and Pilgrim VP Worldwide Growth Portfolio; (9) PILGRIM
FUNDS TRUST, a Delaware business trust, consisting of Pilgrim European Equity
Fund, Pilgrim Global Communications Fund, Pilgrim Global Information Technology
Fund, Pilgrim Intermediate Bond Fund, Pilgrim Internet Fund, ING Pilgrim Money
Market Fund, Pilgrim National Tax-Exempt
Bond Fund and Pilgrim Tax Efficient Equity Fund; (10) PILGRIM MUTUAL FUNDS, a
Delaware business trust, consisting of Pilgrim Balanced Fund, Pilgrim
Convertible Fund, Pilgrim Emerging Countries Fund, Pilgrim High Yield Fund II,
Pilgrim International Core Growth Fund, Pilgrim International SmallCap Growth
Fund, Pilgrim LargeCap Growth Fund, Pilgrim MidCap Growth Fund, Pilgrim Money
Market Fund, Pilgrim SmallCap Growth Fund, Pilgrim Strategic Income Fund and
Pilgrim Worldwide Growth Fund; (11) PILGRIM SENIOR INCOME FUND, a Delaware
business trust; (12) PILGRIM ADVISORY FUNDS, INC., a Maryland corporation,
consisting of Pilgrim Asia-Pacific Equity Fund; (13) PILGRIM BANK AND THRIFT
FUND, INC., a Maryland corporation; (14) PILGRIM EMERGNG MARKETS FUND, INC., a
Maryland corporation; (15) PILGRIM GNMA INCOME FUND, INC., a Maryland
corporation; (16) PILGRIM PRECIOUS METALS FUND, INC., a Maryland corporation;
(17) PILGRIM GROWTH AND INCOME FUND, INC., a Maryland corporation; (18) PILGRIM
INVESTMENT FUNDS, INC., a Maryland corporation, consisting of Pilgrim High Yield
Fund and Pilgrim MagnaCap Fund; (19) PILGRIM INTERNATIONAL FUND, INC., a
Maryland corporation, and (20) PILGRIM RUSSIA FUND, INC., a Maryland
corporation, and any other registered investment companies set forth on Exhibit
A, attached hereto, as amended from time to time (each such registered
investment company (1-20) and any investment company added to Exhibit A in the
future) hereinafter jointly and severally referred to as "Fund") each having its
principal place of business at 0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxx, 00000-0000, and DST SYSTEMS, INC., a corporation organized and existing
under the laws of the State of Delaware, having its principal place of business
at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("DST"):
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WITNESSETH:
WHEREAS, Fund desires to appoint DST as Transfer Agent and Dividend
Disbursing Agent, and DST desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. DOCUMENTS TO BE FILED WITH APPOINTMENT.
In connection with the appointment of DST as Transfer Agent and Dividend
Disbursing Agent for Fund, there will be filed with DST the following
documents:
A. A certified copy of the resolutions of the Board of Directors or
Trustees of Fund appointing DST as Transfer Agent and Dividend
Disbursing Agent, approving the form of this Agreement, and
designating certain persons to sign stock certificates, if any,
and give written instructions and requests on behalf of Fund;
B. A certified copy of the Articles of Incorporation or Declaration
of Trust of Fund and all amendments thereto;
C. A certified copy of the Bylaws of Fund;
D. Copies of Registration Statements and amendments thereto, filed
with the Securities and Exchange Commission;
E. Specimens of all forms of outstanding stock certificates, in the
forms approved by the Board of Directors or Trustees of Fund, with
a certificate of the Secretary of Fund, as to such approval;
F. Specimens of the signatures of the officers of Fund authorized to
sign stock certificates and individuals authorized to sign written
instructions and requests;
G. An opinion of counsel for Fund with respect to:
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(1) Fund's organization and existence under the laws of its
state of organization,
(2) The status of all shares of stock of Fund covered by the
appointment under the Securities Act of 1933, as amended,
and any other applicable federal or state statute, and
(3) That all issued shares are, and all unissued shares will
be, when issued, validly issued, fully paid and
nonassessable.
2. CERTAIN REPRESENTATIONS AND WARRANTIES OF DST.
DST represents and warrants to Fund that:
A. It is a corporation duly organized and existing and in good
standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and bylaws to enter into and perform the services
contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under
the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. CERTAIN REPRESENTATIONS AND WARRANTIES OF FUND.
Fund represents and warrants to DST that:
A. It is duly organized as heretofore described and existing and in
good standing under the laws of the State/Commonwealth of
organization set forth after its name in the opening paragraph or,
if it does not appear in such opening paragraph, on Exhibit A.
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B. It is an open-end or closed-end management investment company
registered under the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has been
filed and will be effective with respect to all shares of Fund
being offered for sale.
D. All requisite steps have been and will continue to be taken to
register Fund's shares for sale in all applicable states and such
registration will be effective at all times shares are offered for
sale in such state.
E. Fund is empowered under applicable laws and by its charter or
declaration and bylaws to enter into and perform this Agreement.
4. SCOPE OF APPOINTMENT.
A. Subject to the conditions set forth in this Agreement, Fund hereby
appoints DST as Transfer Agent and Dividend Disbursing Agent.
B. DST hereby accepts such appointment and agrees that it will act as
Fund's Transfer Agent and Dividend Disbursing Agent. DST agrees
that it will also act as agent in connection with Fund's periodic
withdrawal payment accounts and other open accounts or similar
plans for shareholders, if any.
C. Fund agrees to use its best efforts to deliver to DST in Kansas
City, Missouri, as soon as they are available, all of its
shareholder account records.
D. DST, utilizing DST's computerized data processing systems for
securityholder accounting for open-end funds (the "TA2000(R)
System"), and subject to the provisions of Sections 19, 20 and 21
of this Agreement, will perform the following services as
transfer, dividend disbursing and shareholders' servicing agent
for Fund, and as agent of Fund for shareholder accounts thereof,
in a timely manner: issuing
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(including countersigning), transferring and canceling share
certificates; maintaining all shareholder accounts; providing
transaction journals; preparing shareholder meeting lists (one
annually at no charge, lists for additional meetings will be
charged for), mailing proxies and proxy materials, receiving and
tabulating proxies, certifying the shareholder votes in Fund (all
proxy activities are subject to proxy fees and reimbursable fees);
mailing shareholder reports and prospectuses supplied to DST by
Fund or its agents; withholding, as required by Federal law and as
directed by Fund, taxes on nonresident alien and foreign
corporation accounts, for pension and deferred income, backup
withholding or other instances agreed upon by Fund and DST;
disbursing income dividends and capital gains distributions to
shareholders, preparing, filing and mailing U.S. Treasury
Department Forms 1099, 1042, 1042S and backup withholding as
required for all shareholders and as directed by Fund; preparing
and mailing confirmation forms to shareholders and dealers, as
instructed, for all purchases and liquidations (not applicable to
closed-end funds except for transfers into or out of a
shareholders' account) of shares of Fund and other confirmable
transactions in shareholders' accounts; recording reinvestment of
dividends and distributions in shares of Fund; providing or making
available on-line daily and monthly reports as provided by the
TA2000 System and as requested by Fund or its management company;
maintaining those records necessary to carry out DST's duties
hereunder, including all information reasonably required by Fund
to account for all transactions (non-valued in closed-end funds)
in Fund shares, calculating the appropriate sales charge with
respect to each purchase of Fund shares as set forth in the
prospectus for Fund (not applicable to closed-end funds); solely
for open-end funds: determining the portion of each sales charge
payable to the
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dealer participating in a sale in accordance with schedules
delivered to DST by Fund's principal underwriter or distributor
(hereinafter "principal underwriter") from time to time,
disbursing dealer commissions collected to such dealers,
determining the portion of each sales charge payable to such
principal underwriter and disbursing such commissions to the
principal underwriter; receiving correspondence pertaining to any
former, existing or new shareholder account, processing such
correspondence for proper recordkeeping, and responding promptly
to shareholder correspondence; mailing to dealers confirmations of
wire order trades (not applicable to closed-end funds); mailing
copies of shareholder statements to shareholders and registered
representatives of dealers in accordance with Fund's instructions;
and, solely in the case of open-end funds, processing, generally
on the date of receipt, purchases or redemptions or instructions
to settle any mail or wire order purchase or redemption (or in the
case of closed-end funds, effecting transfer of certificates)
received in proper order as set forth in the prospectus and DST's
Procedures, as hereinafter defined, rejecting promptly any
requests not received in proper order (as defined by Fund or its
agents or DST's Procedures), and, solely in the case of open-end
funds, causing exchanges of shares to be executed in accordance
with Fund's instructions, the applicable prospectus, DST's
Procedures and the general exchange privilege application.
E. At the request of an Authorized Person (a person identified as
such on Exhibit D, attached hereto and incorporated herein for
reference), DST shall use reasonable efforts to provide the
services set forth in this Agreement in connection with
transactions (i) on behalf of retirement plans and participants in
retirement plans and transactions ordered by brokers as part of a
"no transaction fee" program ("NTF"),
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the processing of which transactions require DST to use methods
and procedures other than those usually employed by DST to perform
shareholder servicing agent services, (ii) involving the provision
of information to DST after the commencement of the nightly
processing cycle of TA2000 System or (iii) which require more
manual intervention by DST, either in the entry of data or in the
modification or amendment of reports generated by the TA2000
System than is usually required by non-retirement plan, non-NTF
and pre-nightly transactions (the "Exception Services").
F. Fund shall have the right to add new series to the TA2000 System
upon at least thirty (30) days' prior written notice to DST
provided that the requirements of the new series are generally
consistent with services then being provided by DST under this
Agreement and any new series shall be provided services in
accordance with the Fee Schedules then attached to the existing
Agency Agreements between DST and the various Funds of Pilgrim
Capital Corporation, which agreements pre-date this Agency
Agreement. Rates or charges for additional series shall be as set
forth in Exhibit B, as hereinafter defined, for the remainder of
the contract term except as such series use functions, features or
characteristics for which DST has imposed an additional charge as
part of its standard pricing schedule. In the latter event, rates
and charges shall be in accordance with DST's then-standard
pricing schedule.
G. DST shall use reasonable efforts to provide, reasonably promptly
under the circumstances, the same services with respect to any
new, additional functions or features or any changes or
improvements to existing functions or features as provided for in
Fund's instructions, prospectus or application as amended from
time to time, for Fund provided (i) DST is advised in advance by
Fund of any changes
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therein, (ii) the TA2000 System and the mode of operations
utilized by DST as then constituted support such additional
functions and features, and (iii) any new or increased services to
be provided by DST or commenced to be used by Fund in addition to
those currently used at execution hereof or any new products or
functionality added to the TA2000 System shall be provided in
accordance with the Fee Schedules then attached to the existing
Agency Agreements between DST and the various Funds of Pilgrim
Capital Corporation, which agreements pre-date this Agency
Agreement, or, if not referenced in such fee schedules, at
mutually agreed to fees and charges. If any addition to,
improvement of or change in the features and functions currently
provided by the TA2000 System or the operations as requested by
Fund requires an enhancement or modification to the TA2000 System
or to operations as presently conducted by DST, DST shall not be
liable therefor until such modification or enhancement is, if DST
agrees to develop or institute it, developed (at Fund's expense)
and installed on the TA2000 System or a new mode of operation is
instituted. If any new, additional function or feature or change
or improvement to existing functions or features or new service or
mode of operation measurably increases DST's cost of performing
the services required hereunder at the current level of service,
DST shall advise Fund of the amount of such increase and if Fund
elects to utilize such function, feature or service, DST shall be
entitled to increase its fees by the amount of the increase in
costs. In no event shall DST be responsible for or liable to
provide any additional function, feature, improvement or change in
method of operation until it has consented thereto in writing.
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5. LIMIT OF AUTHORITY.
Unless otherwise expressly limited by the resolution of appointment or by
subsequent action by Fund, the appointment of DST as Transfer Agent will
be construed to cover the full amount of authorized stock of the class or
classes for which DST is appointed as the same will, from time to time,
be constituted, and any subsequent increases in such authorized amount.
In case of such increase Fund will file with DST:
A. If the appointment of DST was theretofore expressly limited, a
certified copy of a resolution of Fund's Board of Directors or
Trustees, as applicable, increasing the authority of DST;
B. A certified copy of the amendment to Fund's Articles of
Incorporation or Declaration of Trust, as applicable, authorizing
the increase of stock;
C. A certified copy of the order or consent of each governmental or
regulatory authority required by law to consent to the issuance of
the increased stock, and an opinion of counsel that the order or
consent of no other governmental or regulatory authority is
required;
D. Opinion of counsel for Fund stating:
(1) The status of the additional shares of stock of Fund under
the Securities Act of 1933, as amended, and any other
applicable federal or state statute and that said shares
may be legally issued; and
(2) That the additional shares are, or when issued will be,
validly issued, fully paid and nonassessable by Fund.
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6. COMPENSATION AND EXPENSES.
A. In consideration for its services hereunder as Transfer Agent and
Dividend Disbursing Agent, Fund will pay to DST from time to time
a reasonable compensation for all services rendered as Agent, and
also all its reasonable out-of-pocket expenses, charges, counsel
fees, and other disbursements (Compensation and Expenses) incurred
in connection with the agency. Such compensation is set forth in a
separate schedule to be agreed to, from time to time, by Fund and
DST, the current copy of which is attached hereto as Exhibit B and
incorporated herein by reference. If Fund has not paid such
Compensation and Expenses to DST within a reasonable time, DST
may, after written notice to Fund, charge against any monies held
under this Agreement, the amount of any Compensation and/or
Expenses for which it shall be entitled to reimbursement under
this Agreement.
B. Fund also agrees promptly to reimburse DST for all reasonable
reimbursable expenses or disbursements incurred by DST in
connection with the performance of services under this Agreement
including, but not limited to, expenses for postage, express
delivery services, freight charges, envelopes, checks, drafts,
forms (continuous or otherwise), specially requested reports and
statements, telephone calls, telegrams, stationery supplies,
counsel fees, outside printing and mailing firms (including DST
Output SRI, Inc.), magnetic tapes, reels or cartridges (if sent to
a Fund or to third party at Fund's request) and magnetic tape
handling charges, off-site record storage, media for storage of
records (e.g., microfilm, microfiche, optical platters, computer
tapes), computer equipment installed at Fund's request at Fund's
or a third party's premises, telecommunications equipment,
telephone/ telecommunication lines between Fund and its agents, on
one hand, and DST on the
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other, proxy mailing, soliciting, processing and/or tabulating
costs, second-site backup computer facility, transmission of
statement data for remote printing or processing, and NSCC
transaction fees (as well as any other expenses set forth on
Exhibit C, as amended from time to time) to the extent any of the
foregoing are paid or incurred by DST. Fund agrees to pay postage
expenses at least one day in advance if so requested. In addition,
any other expenses incurred by DST at the request or with the
consent of Fund will be promptly reimbursed by Fund.
C. Amounts due hereunder shall be due and paid on or before the
thirtieth (30th) calendar day after receipt of the statement
therefor by Fund (the "Due Date"). Fund is aware that its failure
to pay all amounts in a timely fashion so that they will be
received by DST on or before the Due Date will give rise to costs
to DST not contemplated by this Agreement, including but not
limited to carrying, processing and accounting charges.
Accordingly, subject to Section 6.D. hereof, in the event that any
amounts due hereunder are not received by DST by the Due Date,
Fund shall pay a late charge equal to the rate set forth in the
fee schedule times the amount overdue, times the number of days
from the Due Date up to and including the day on which payment is
received by DST divided by 365. The parties hereby agree that such
late charge represents a fair and reasonable computation of the
costs incurred by reason of late payment or payment of amounts not
properly due. Acceptance of such late charge shall in no event
constitute a waiver of Fund's or DST's default or prevent the
non-defaulting party from exercising any other rights and remedies
available to it.
D. In the event that any charges are disputed, Fund shall, on or
before the Due Date, pay all undisputed amounts due hereunder and
notify DST in writing of any
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disputed charges for out-of-pocket expenses that it is disputing
in good faith. Payment for such disputed charges shall be due on
or before the close of the fifth (5th) business day after the day
on which DST provides to Fund documentation which an objective
observer would agree reasonably supports the disputed charges (the
"Revised Due Date"). Late charges shall not begin to accrue as to
charges disputed in good faith until the first day after the
Revised Due Date.
7. OPERATION OF DST SYSTEMS.
In connection with the performance of its services under this Agreement,
DST is responsible for such items as:
A. That entries in DST's records and in Fund's records on the TA2000
System created by DST accurately reflect the orders, instructions,
and other information received by DST from Fund, Fund's principal
manager, underwriter or distributor or Fund's investment adviser,
sponsor, custodian or administrator (each an "Authorized Person"),
broker-dealers and shareholders;
B. That shareholder lists, shareholder account verifications,
confirmations and other shareholder account information to be
produced from its records or data be available and accurately
reflect the data in Fund's records on the TA2000 System;
C. The accurate and timely issuance of dividend and distribution
checks in accordance with instructions received from Fund and the
data in Fund's records on the TA2000 System;
D. That redemption transactions and payments with respect to shares
of open-end funds and transfers with respect to closed-end funds
be effected timely, under normal circumstances on the day of
receipt, and accurately in accordance with instructions received
by DST from dealers, shareholders, or an Authorized Person of Fund
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provided such instructions are in proper order as set forth
elsewhere in this Agreement and are consistent with the data in
Fund's records on the TA2000 System;
E. The deposit daily in Fund's appropriate special bank account of
all checks and payments received by DST from NSCC, broker-dealers
or shareholders for investment in shares of open-end funds;
F. Notwithstanding anything herein to the contrary, with respect to
"as of" adjustments, DST will not necessarily assume one hundred
percent (100%) responsibility for losses resulting from "as of's"
due to clerical errors or misinterpretations of shareholder
instructions. DST shall not be liable for any action taken,
suffered, or omitted by it or for any error of judgment made by it
with respect to "as of" adjustments in the absence of bad faith,
willful misconduct, knowing violations of applicable law
pertaining to the manner in which transfer agency services are to
be performed by DST, reckless disregard of the performance of its
duties, or negligence on its part. DST's liability hereunder shall
extend only to losses that are "material", that is, that, on a
given, day arise from dilution or a pricing error that is (i)
greater than a negligible amount per shareholder, (ii) equals or
exceeds one ($.01) full cent per share times the number of shares
outstanding with respect to whether recompense of Fund is
required, or (iii) equals or exceeds the product of one-half of
one percent (1/2%) times Fund's Net Asset Value per share times
the number of shares outstanding with respect to whether
recompense at the shareholder level is required (or such other
amounts as may be adopted by applicable accounting or regulatory
authorities from time to time);
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G. Notwithstanding anything in this Agreement to the contrary, DST
shall perform the services set forth in Section 4.D. of, and
elsewhere in, this Agreement, including but not limited to the
requiring of proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting the
opening of shareholder accounts (where required), transfers,
redemptions and other shareholder account transactions, in
conformance with DST's present procedures as set forth in its
Legal Manual, Third Party Check Procedures, Checkwriting Draft
Procedures, and Signature Guarantee Procedures with such changes
or deviations therefrom as may be from time to time required or
approved by Fund, its investment adviser or principal underwriter,
or their or DST's counsel (the "Procedures") and the rejection of
orders or instructions not in good order in accordance with the
applicable prospectus or the Procedures;
H. The maintenance of customary records in connection with its
agency, and particularly those records required to be maintained
pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1
under the Investment Company Act of 1940, if any; and
I. The maintenance of a current, duplicate set of Fund's essential
records as of the close of business on the prior business day at a
secure separate location, in a form available and usable forthwith
in the event of any breakdown or disaster disrupting its main
operation.
8. INDEMNIFICATION.
A. DST shall at all times use reasonable care, due diligence and act
in good faith in performing its duties under this Agreement. DST
shall provide its services as transfer agent in accordance with
Section 17A of the Exchange Act, and the rules
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and regulations thereunder. In the absence of bad faith, willful
misconduct, knowing violations of applicable law pertaining to the
manner in which transfer agency services are to be performed by
DST (excluding any violations arising directly or indirectly out
of the actions of DST-unaffiliated third parties), reckless
disregard of the performance of its duties, or negligence on its
part, DST shall not be liable for any action taken, suffered, or
omitted by it or for any error of judgment made by it in the
performance of its duties under this Agreement. For those
activities or actions delineated in the Procedures, DST shall be
presumed to have used reasonable care, due diligence and acted in
good faith if it has acted in accordance with the Procedures,
copies of which have been provided to Fund, as amended from time
to time with approval of counsel, or for any deviation therefrom
approved by an Authorized Person, Fund or Fund's or DST's counsel.
B. DST shall not be responsible for, and Fund shall indemnify and
hold DST harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability
which may be asserted against DST or for which DST may be held to
be liable, arising out of or attributable to:
(1) All actions of DST required to be taken by DST pursuant to
this Agreement, provided that DST has acted in accordance
with the standards specified in Paragraph A;
(2) Fund's refusal or failure to comply with the terms of this
Agreement, Fund's negligence or willful misconduct, or the
breach of any representation or warranty of Fund hereunder;
(3) The good faith reliance on or the carrying out of any
written or recorded oral instructions or requests of
persons designated by Fund in writing from time
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to time as authorized to give instructions on its behalf or of
representatives of an Authorized Person or DST's good faith
reliance on or use of information, data, records and documents
received from, or which have been prepared and/or maintained by or
on behalf of, an Authorized Person;
(4) Defaults by dealers or shareowners with respect to payment
for share orders previously entered;
(5) The offer or sale of Fund's shares in violation of any
requirement under federal securities laws or regulations or
the securities laws or regulations of any state or in
violation of any stop order or other determination or
ruling by any federal agency or state with respect to the
offer or sale of such shares in such state (unless such
violation results from DST's failure to comply with written
instructions of Fund or of any officer of Fund that no
offers or sales be input into Fund's securityholder records
in or to residents of such state);
(6) Fund's or its agents' and Authorized Persons' omissions,
errors and mistakes: (a) in the use of (i) the TA2000
System, (ii) the data center, computer and related
equipment used to access the TA2000 System (the "DST
Facilities"), and (iii) control procedures in the TA2000
System, and (b) in the verification of output and (c) in
the remote input of data;
(7) Errors, inaccuracies and omissions in, or errors,
inaccuracies or omissions of DST arising out of or
resulting from such errors, inaccuracies and omissions in,
Fund's records, shareholder records and other records,
delivered to DST hereunder by Fund or its prior agent(s)
(but not including errors, inaccuracies or omissions
resulting from the negligence or willful
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misconduct of DST while DST was acting as sub-agent on
behalf of Investors Fiduciary Trust Company, Fund's prior
transfer agent);
(8) Actions or omissions to act by Fund or agents designated by
Fund with respect to duties assumed thereby as provided for
in Section 21 hereof; and
(9) DST's performance of AGREED UPON Exception Services except
where DST acted or omitted to act in bad faith, with
reckless disregard of its obligations or with gross
negligence.
C. Except where DST is entitled to indemnification under Section 8.B.
hereof, and subject to the provisions Section 7.F. hereof, DST
shall indemnify and hold Fund harmless from and against any and
all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of DST's failure to comply with
the terms of this Agreement or arising out of or attributable to
DST's negligence or willful misconduct or material breach of any
representation or warranty of DST hereunder.
D. EXCEPT FOR VIOLATIONS OF SECTION 23, IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO
ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR
CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
E. Promptly after receipt by an indemnified person of notice of the
commencement of any action, such indemnified person will, if a
claim in respect thereto is to be made against an indemnifying
party hereunder, notify the indemnifying party in writing of
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the commencement thereof; but the failure so to notify the
indemnifying party will not relieve an indemnifying party from any
liability that it may have to any indemnified person for
contribution or otherwise under the indemnity agreement contained
herein except to the extent it is prejudiced as a proximate result
of such failure to timely notify. In case any such action is
brought against any indemnified person and such indemnified person
seeks or intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to the
extent that it may wish, assume the defense thereof (in its own
name or in the name and on behalf of any indemnified party or both
with counsel reasonably satisfactory to such indemnified person);
provided, however, if the defendants in any such action include
both the indemnified person and an indemnifying party and the
indemnified person shall have reasonably concluded that there may
be a conflict between the positions of the indemnified person and
an indemnifying party in conducting the defense of any such action
or that there may be legal defenses available to it and/or other
indemnified persons which are inconsistent with those available to
an indemnifying party, the indemnified person or indemnified
persons shall have the right to select one separate counsel (in
addition to counsel provided by the indemnifying party) to assume
such legal defense and to otherwise participate in the defense of
such action on behalf of such indemnified person or indemnified
persons at such indemnified party's sole expense. Upon receipt of
notice from an indemnifying party to such indemnified person of
its election so to assume the defense of such action and approval
by the indemnified person of counsel, which approval shall not be
unreasonably withheld (and any disapproval shall be accompanied by
a written statement of the reasons therefor), the indemnifying
party
19
will not be liable to such indemnified person hereunder for any
legal or other expenses subsequently incurred by such indemnified
person in connection with the defense thereof. An indemnifying
party will not settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the
indemnified persons are actual or potential parties to such claim,
action, suit or proceeding) unless such settlement, compromise or
consent includes an unconditional release of each indemnified
person from all liability arising out of such claim, action, suit
or proceeding. An indemnified party will not, without the prior
written consent of the indemnifying party, settle or compromise or
consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder. If
it does so, it waives its right to indemnification therefor.
9. CERTAIN COVENANTS OF DST AND FUND.
A. All requisite steps will be taken by Fund from time to time when
and as necessary to register Fund's shares for sale in all states
in which Fund's shares shall at the time be offered for sale and
require registration. If at any time Fund receives notice of any
stop order or other proceeding in any such state affecting such
registration or the sale of Fund's shares, or of any stop order or
other proceeding under the federal securities laws affecting the
sale of Fund's shares, Fund will give prompt notice thereof to
DST.
B. DST hereby agrees to perform such transfer agency functions as are
set forth in section 4.D. above and establish and maintain
facilities and procedures reasonably
20
acceptable to Fund for safekeeping of stock certificates, check
forms, and facsimile signature imprinting devices, if any; and for
the preparation or use, and for keeping account of, such
certificates, forms and devices, and to carry such insurance as it
considers adequate and reasonably available.
C. To the extent required by Section 31 of the Investment Company Act
of 1940 as amended and Rules thereunder, DST agrees that all
shareholder- or Fund-related records maintained by DST relating to
the services performed by DST under this Agreement are the
property of Fund and will be preserved, and will, upon receipt of
payment of all sums due to DST in connection with DST's
performance under this Agreement, be surrendered promptly to Fund
on request.
D. DST agrees to furnish Fund semiannual reports of its financial
condition, consisting of a balance sheet, earnings statement and
any other readily and publicly available financial information
reasonably requested by Fund. The annual financial statements will
be certified by DST's certified public accountants. DST agrees to
provide such reports as are produced by the TA2000 System
respecting its services under this Agreement to Fund's Board as
the Fund Board may reasonably request.
E. DST represents and agrees that it will use its reasonable efforts
to keep current on the trends of the investment company industry
relating to shareholder services and will use its reasonable
efforts to continue to modernize and improve.
F. DST will permit Fund and its authorized representatives to make
periodic inspections of its operations as such would involve Fund
upon reasonable prior notice and at reasonable times during
business hours.
G. DST agrees to use its reasonable efforts to provide in Kansas City
at Fund's expense two (2) man weeks of training for Fund's
personnel in connection with use and
21
operation of the TA2000 System. All travel and reimbursable
expenses incurred by Fund's personnel in connection with and
during training at DST's Facility shall be borne by Fund. At
Fund's option and expense, DST also agrees to use its best efforts
to provide an additional two (2) man weeks of training at Fund's
facility for Fund's personnel in connection with the TA2000
System. Reasonable travel, per diem and reimbursable expenses
incurred by DST personnel in connection with and during training
at Fund's facility or in connection with the conversion shall be
borne by Fund.
10. RECAPITALIZATION OR READJUSTMENT.
In case of any recapitalization, readjustment or other change in the
capital structure of Fund requiring a change in the form of stock
certificates, DST will, upon agreement with Fund as to the charges to
apply thereto, issue or register certificates in the new form in exchange
for, or in transfer of, the outstanding certificates in the old form,
upon receiving:
A. Written instructions from an officer of Fund;
B. Certified copy of the amendment to the Articles of Incorporation
or other document effecting the change;
C. Certified copy of the order or consent of each governmental or
regulatory authority required by law to the issuance of the stock
in the new form, and an opinion of counsel that the order or
consent of no other government or regulatory authority is
required;
D. Specimens of the new certificates in the form approved by the
Board of Directors or Trustees of Fund, with a certificate of the
Secretary of Fund as to such approval;
E. Opinion of counsel for Fund stating:
22
(1) The status of the shares of stock of Fund in the new form
under the Securities Act of 1933, as amended and any other
applicable federal or state statute; and
(2) That the issued shares in the new form are, and all
unissued shares will be, when issued, validly issued, fully
paid and nonassessable by the Fund.
11. STOCK CERTIFICATES.
Fund will furnish DST with a sufficient supply of blank stock
certificates and from time to time will renew such supply upon the
request of DST. Such certificates will be signed manually or by facsimile
signatures of the officers of Fund authorized by law and by bylaws to
sign stock certificates and, if required, will bear the corporate seal or
facsimile thereof.
12. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER.
Fund will file promptly with DST written notice of any change in the
officers authorized to sign stock certificates, written instructions or
requests, together with two certificates of the Secretary or Clerk
bearing the specimen signature of each newly authorized officer. In case
any officer of Fund who has signed manually or whose facsimile signature
has been affixed to blank stock certificates dies, resigns, or is removed
prior to the issuance of such certificates, DST may issue or register
such stock certificates as the stock certificates of Fund notwithstanding
such death, resignation, or removal, until specifically directed to the
contrary by Fund in writing. In the absence of such direction, Fund will
file promptly with DST such approval, adoption, or ratification as may be
required by law.
13. FUTURE AMENDMENTS OF CHARTER AND BYLAWS.
Fund will promptly file with DST copies of all material amendments to its
Articles of Incorporation or Declaration of Trust, as applicable, or
bylaws made after the date of this Agreement.
23
14. INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES.
At any time DST may apply to any person authorized by Fund, including
without limitation the duly authorized representative of any Authorized
Person and any Authorized Personnel set forth on Exhibit D to this
Agreement, to give instructions to DST, and may with the approval of a
Fund officer consult with legal counsel for Fund or its own legal counsel
at the expense of Fund, with respect to any matter arising in connection
with the agency and it will not be liable for any action taken or omitted
by it in good faith in reliance upon such instructions or upon the
opinion of such counsel. DST will be protected in acting upon any paper
or document reasonably believed by it to be genuine and to have been
signed by the proper person or persons and will not be held to have
notice of any change of authority of any person, until receipt of written
notice thereof from Fund. It will also be protected in recognizing stock
certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the officers of Fund, and the proper
countersignature of any former Transfer Agent or Registrar, or of a
present or former co-Transfer Agent or co-Registrar.
15. FORCE MAJEURE AND DISASTER RECOVERY PLANS.
A. DST SHALL NOT BE RESPONSIBLE OR LIABLE FOR ITS FAILURE OR DELAY IN
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT ARISING OUT OF
OR CAUSED, DIRECTLY OR INDIRECTLY, BY CIRCUMSTANCES BEYOND ITS
REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION: ANY
INTERRUPTION, LOSS OR MALFUNCTION OR ANY UTILITY, TRANSPORTATION,
COMPUTER (HARDWARE OR SOFTWARE) OR COMMUNICATION SERVICE;
INABILITY TO OBTAIN LABOR, MATERIAL, EQUIPMENT OR TRANSPORTATION,
OR A DELAY IN
24
MAILS; GOVERNMENTAL OR EXCHANGE ACTION, STATUTE, ORDINANCE,
RULINGS, REGULATIONS OR DIRECTION; WAR, STRIKE, RIOT, EMERGENCY,
CIVIL DISTURBANCE, TERRORISM, VANDALISM, EXPLOSIONS, LABOR
DISPUTES, FREEZES, FLOODS, FIRES, TORNADOS, ACTS OF GOD OR PUBLIC
ENEMY, REVOLUTIONS, OR INSURRECTION; OR ANY OTHER CAUSE,
CONTINGENCY, CIRCUMSTANCE OR DELAY NOT SUBJECT TO DST'S CONTROL
WHICH PREVENTS OR HINDERS DST'S PERFORMANCE HEREUNDER.
B. DST currently maintains an agreement with a third party whereby
DST is to be permitted to use on a "shared use" basis a "hot site"
(the "Recovery Facility") maintained by such party in event of a
disaster rendering the DST Facilities inoperable. DST has
developed and is continually revising a business contingency plan
(the "Business Contingency Plan") detailing which, how, when, and
by whom data maintained by DST at the DST Facilities will be
installed and operated at the Recovery Facility. Provided Fund is
paying its pro rata portion of the charge therefor, DST would, in
event of a disaster rendering the DST Facilities inoperable, use
reasonable efforts to convert the TA2000 System containing the
designated Fund data to the computers at the Recovery Facility in
accordance with the then current Business Contingency Plan.
C. DST also currently maintains, separate from the area in which the
operations that provide the services to Fund hereunder are
located, a Crisis Management Center consisting of phones,
computers and the other equipment necessary to operate a full
service transfer agency business in the event one of its
operations areas is rendered
25
inoperable. The transfer of operations to other operating areas or
to the Crisis Management Center is also covered in DST's Business
Contingency Plan.
16. CERTIFICATION OF DOCUMENTS.
The required copy of the Articles of Incorporation or Declaration of
Trust of Fund and copies of all amendments thereto will be certified by
the Secretary of State (or other appropriate official) of the State of
Incorporation, and if such Articles of Incorporation or Declaration of
Trust and amendments are required by law to be also filed with a county,
city or other officer of an official body, a certificate of such filing
will appear on the certified copy submitted to DST. A copy of the order
or consent of each governmental or regulatory authority required by law
to the issuance of the stock will be certified by the Secretary or Clerk
of such governmental or regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all amendments thereto,
and copies of resolutions of the Board of Directors or Trustees of Fund,
as applicable, will be certified by the Secretary or Clerk or an
Assistant Secretary or Clerk of Fund under Fund's seal.
17. RECORDS.
DST will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained
pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under
the Investment Company Act of 1940, if any.
18. DISPOSITION OF BOOKS, RECORDS AND CANCELED CERTIFICATES.
DST may send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents, and
records no longer deemed needed for current purposes and all stock
certificates which have been canceled in transfer or in exchange, upon
the understanding that such books, documents, records, and stock
certificates will be maintained by Fund under and in accordance with the
requirements of Section 17Ad-7
26
adopted under the Securities Exchange Act of 1934. Such materials will
not be destroyed by Fund without the consent of DST (which consent will
not be unreasonably withheld), but will be safely stored for possible
future reference and maintained, preserved and made available to DST and
the U.S. Securities and Exchange Commission in accordance with the
requirement of Sections 17Ad-7 under the Securities Exchange Act of 1934
(17 C.F.R. Section 240.17Ad-7).
19. PROVISIONS RELATING TO DST AS TRANSFER AGENT.
A. DST will make original issues of stock certificates upon written
request of an officer of Fund, and upon mutual agreement as to the
charges to apply thereto and being furnished with a certified copy
of a resolution of the Board of Directors or Trustees authorizing
such original issue, an opinion of counsel as outlined in Section
1.G. of this Agreement, any documents required by Sections 5. or
10. of this Agreement, and necessary funds for the payment of any
original issue tax.
B. Before making any original issue of certificates, Fund will
furnish DST with sufficient funds to pay all required taxes on the
original issue of the stock, if any. Fund will furnish DST such
evidence as may be required by DST to show the actual value of the
stock. If no taxes are payable, DST will be furnished with an
opinion of outside counsel to that effect.
C. Shares of stock will be transferred and new certificates issued in
transfer, or, except in the case of closed-end funds, shares of
stock will be accepted for redemption and funds remitted therefor,
or book entry transfer will be effected, upon surrender of the old
certificates in form or receipt by DST of instructions deemed by
DST properly endorsed for transfer or, except in the case of
closed-end funds, redemption accompanied by such documents as DST
may deem necessary to evidence the
27
authority of the person making the transfer or redemption. DST
reserves the right to refuse to transfer or redeem shares until it
is satisfied that the endorsement or signature on the certificate
or any other document is valid and genuine, and for that purpose,
unless Fund has instructed DST not to require a signature
guarantee, DST may require a guaranty of signature in accordance
with the Procedures. DST shall have the right to refuse to
transfer or redeem shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it will incur no
liability for the refusal in good faith to make transfers or
redemptions that, in its judgment, are improper or unauthorized.
DST may, in effecting transfers or redemptions, rely upon
Simplification Acts, Uniform Commercial Code, or other statutes
that protect it and Fund in not requiring complete fiduciary
documentation. In cases in which DST is not directed or otherwise
required to maintain the consolidated records of shareholder's
accounts, DST will not be liable for any loss that may arise by
reason of not having such records.
D. When mail is used for delivery of stock certificates, DST will
forward stock certificates in "nonnegotiable" form by first class
or registered mail and stock certificates in "negotiable" form by
registered mail, all such mail deliveries to be covered while in
transit to the addressee by insurance arranged for by DST.
E. DST will issue and mail subscription warrants, certificates
representing stock dividends, exchanges or split ups, or act as
Conversion Agent upon receiving written instructions from any
officer of Fund and such other documents as DST deems necessary
upon agreement between DST and Fund as to the charges to apply
thereto.
28
F. DST will issue, transfer, and split up certificates and will issue
certificates of stock representing full shares upon surrender of
scrip certificates aggregating one full share or more when
presented to DST for that purpose upon receiving written
instructions from an officer of Fund and such other documents as
DST may deem necessary.
G. DST may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise
wrongfully taken upon receiving instructions from Fund and
indemnity satisfactory to DST and Fund, and may issue new
certificates in exchange for, and upon surrender of, mutilated
certificates. Such instructions from Fund will be in such form as
will be approved by the Board of Directors or Trustees of Fund and
will be in accordance with the provisions of law and the bylaws of
Fund governing such matter.
H. DST will supply a shareholder's list to Fund for its annual
meeting upon receiving a request from an officer of Fund. It will
also supply lists at such other times as may be requested by an
officer of Fund, subject to payment of applicable charges
therefor.
I. Upon receipt of written instructions of an officer of Fund, DST
will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the stock
books of Fund or any other books or records in the possession of
DST, DST will endeavor to notify Fund and to secure instructions
as to permitting or refusing such inspection. DST reserves the
right, however, to exhibit the stock books or other books or
records to any person in case it is advised by its counsel that it
may be held responsible for the failure to exhibit the stock books
or other books to such person.
29
20. PROVISIONS RELATING TO DIVIDEND DISBURSING AGENCY.
A. DST will, at the expense of Fund, provide a special form of check
containing the imprint of any device or other matter desired by
Fund. Said checks must, however, be of a form and size convenient
for use by DST.
B. If Fund desires to include additional printed matter, financial
statements, ETC., with the dividend checks, the same will be
furnished to DST within a reasonable time prior to the date of
mailing of the dividend checks, at the expense of Fund.
C. If Fund desires its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to DST,
but the size and form of said envelopes will be subject to the
approval of DST. If stamped envelopes are used, they must be
furnished by Fund; or if postage stamps are to be affixed to the
envelopes, the stamps or the cash necessary for such stamps must
be furnished by Fund in advance of such mailing.
D. DST is hereby authorized to open and to maintain at a Bank
acceptable to Fund one or more non-interest bearing deposit
accounts as Agent for Fund, into which the funds for payment of
dividends, distributions, redemptions or other disbursements
provided for hereunder will be deposited, and against which checks
will be drawn.
E. DST is authorized and directed to stop payment of checks
theretofore issued hereunder, but not presented for payment, when
the payees thereof allege either that they have not received the
checks or that such checks have been mislaid, lost, stolen,
destroyed or through no fault of theirs, are otherwise beyond
their control, and cannot be produced by them for presentation and
collection, and, to issue and deliver duplicate checks in
replacement thereof.
30
21. ASSUMPTION OF DUTIES BY FUND OR AGENTS DESIGNATED BY FUND.
A. Fund or its designated agents other than DST may assume certain
duties and responsibilities of DST or those services of Transfer
Agent and Dividend Disbursement Agent as those terms are referred
to in Section 4.D. of this Agreement including but not limited to
answering and responding to telephone inquiries from shareholders
and brokers, accepting shareholder and broker instructions (either
or both oral and written) and transmitting orders based on such
instructions to DST, preparing and mailing confirmations,
obtaining certified TIN numbers, classifying the status of
shareholders and shareholder accounts under applicable tax law,
establishing shareholder accounts on the TA2000 System and
assigning social codes and Taxpayer Identification Number codes
thereof, and disbursing monies of Fund, said assumption to be
embodied in writing to be signed by both parties.
B. To the extent Fund or its agent or affiliate assumes such duties
and responsibilities, DST shall be relieved from all
responsibility and liability therefor and is hereby indemnified
and held harmless against any liability therefrom and in the same
manner and degree as provided for in Section 8 hereof.
C. DST MAY, SUBJECT TO THE WRITTEN CONSENT OF THE FUND, APPOINT OTHER
PARTIES QUALIFIED TO PERFORM TRANSFER AGENCY SERVICES
("SUB-TRANSFER AGENTS") TO CARRY OUT SOME OR ALL OF ITS
RESPONSIBILITIES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT A
SUB-TRANSFER AGENT SHALL BE THE AGENT OF DST AND NOT THE AGENT OF
THE FUND, AND THAT UNLESS THE SUB-TRANSFER AGENT IS APPOINTED AT
THE DIRECTION OF THE FUND, DST SHALL BE FULLY RESPONSIBLE FOR THE
ACTS OF A SUB-TRANSFER AGENT AND SHALL NOT BE RELIEVED OF ANY OF
ITS RESPONSIBILITIES HEREUNDER BY THE APPOINTMENT OF A
SUB-TRANSFER AGENT.
31
D. Initially Fund shall be responsible for the following: (i)
answering and responding to phone calls from shareholders and
broker-dealers, and (ii) scanning items into the AWD(TM) System as
such calls or items are received by Fund, and (iii) entering and
confirming wire order trades.
22. TERMINATION OF AGREEMENT.
A. This Agreement shall be in effect from the date set forth on the
first page (the "Effective Date") through May 31, 2002 and
thereafter shall remain in effect unless terminated by either
party upon receipt of six (6) months written notice from the other
party, provided, however, that the effective date of any
termination shall not occur during the period from December 15
through March 30 of any year to avoid adversely impacting year
end.
B. Each party, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events with respect
to the other party:
(1) Any interruption or cessation of operations by the other
party or its assigns that materially interferes with the
business operation of the first party;
(2) The bankruptcy of the other party or its assigns or the
appointment of a receiver for the other party or its
assigns;
(3) Failure by the other party or its assigns to perform its
duties in accordance with the Agreement, which failure
materially adversely affects the business operations of the
first party and which failure continues for thirty (30)
days after receipt of written notice from the first party;
and
32
(4) The acquisition of a controlling interest in DST Systems,
Inc. or its assigns, by any broker, dealer, investment
adviser or investment company except as may presently
exist.
C. In the event of any termination, Fund will promptly pay DST all
amounts due to DST hereunder. In addition, if this Agreement is
terminated by Fund for any reason other than those set forth in
Section 22.B. hereof, then Fund shall pay to DST on the last
business day of each of the next three (3) whole or partial
calendar months (commencing with the last day of the month in
which termination actually occurs if termination does not occur on
the last business day of the month, and with the last business day
of the immediately following month if termination actually occurs
on the last business day of a month) an amount equal to the
average monthly fees, exclusive of the out-of-pocket expenses,
paid by or on behalf of each terminating party under the affected
Agreement during the six (6) calendar months preceding the month
during which the termination notice was received by DST.
D. If the termination date set forth in the original termination
notice is extended by any terminating party (which extension shall
require the agreement of DST), then the fees and charges payable
by the terminating party under this Agreement shall increase by
twenty percent (20%) during the period commencing with the
original termination date set forth in the initial termination
notice and concluding with the day upon which termination actually
occurs. These provisions are in addition to any other contractual
provision or compensation agreements that may be in existence at
the time of an actual transfer.
E. DST shall, upon termination of this Agreement and receipt of
payment of all outstanding bills and invoices, deliver to the
successor so specified or appointed, or
33
to Fund, at DST's office, all records then held by DST hereunder,
all funds and other properties of Fund deposited with or held by
DST hereunder. In the event no written order designating a
successor (which may be Fund) shall have been delivered to DST on
or before the date when such termination shall become effective,
then DST shall deliver the records, funds and properties of Fund
to a bank or trust company at the selection of DST or if a
satisfactory successor cannot be obtained, DST may deliver the
assets to Fund, at DST's offices or as otherwise agreed to between
the parties in any event upon written notice to Fund. Thereafter
Fund or such bank or trust company shall be the successor under
this Agreement and shall be entitled to reasonable compensation
for its services. Notwithstanding the foregoing requirement as to
delivery upon termination of this Agreement, DST may make any
other delivery of the funds and property of Fund that shall be
permitted by the Investment Company Act of 1940 and Fund's
Articles of Incorporation, Declaration of Trust, and/or Bylaws
then in effect. Except as otherwise provided herein, neither this
Agreement nor any portion thereof may be assigned by DST without
the consent of Fund.
F. In the event of termination, DST shall provide reasonable
assistance to Fund and its designated successor transfer agent and
other information relating to its services provided hereunder
(subject to the recompense of DST for such assistance at its
standard rates and fees for personnel then in effect at that
time); provided, however, as used herein "reasonable assistance"
and "other information" shall not include assisting any new
service or system provider to modify, alter, enhance, or improve
such new service or system provider's system or to improve,
enhance, or alter its current, or to provide any new,
functionality or to require DST to disclose any DST
34
Protected Information, as defined in Section 23 of this Agreement,
or any information which is otherwise confidential to DST. DST's
assistance shall be billed at its then current rates. DST's
present rates, which are subject to annual increase as DST's labor
costs for such personnel increase, are as is set forth in Exhibit
B to this Agreement.
G. Nothing in this Agreement is intended to, nor does it, compel DST
to disclose non-public information concerning its operations or
operating systems, including but not limited to the TA2000 System,
or to provide programming assistance or information which might
tend to improve, enhance, or add functionality to anyone else's
operating systems.
23. CONFIDENTIALITY.
A. DST agrees that, except as provided in the last sentence of
Section 19.J hereof, or as otherwise required by law, DST will
keep confidential all records of and information relating to Fund
or its shareholders or shareholder accounts in its possession and
will not disclose the same to any person except at the request or
with the consent of Fund.
B. Fund agrees to keep confidential all provisions, terms and
conditions of this Agreement, all financial statements and other
financial records (other than statements and records relating
solely to Fund's business dealings with DST) and all manuals,
systems and other technical information and data, not publicly
disclosed, relating to DST's operations and programs furnished to
it by DST pursuant to this Agreement and will not disclose the
same to any person except at the request or with the consent of
DST.
35
C. Fund acknowledges that DST has proprietary rights in and to the
computerized data processing recordkeeping system used by DST to
perform services hereunder including but not limited to the
maintenance of shareholder accounts and records, processing of
related information and generation of output, the TA2000 System,
including without limitation any changes or modifications of the
TA2000 System and any other DST programs, data bases, supporting
documentation, or procedures (collectively "DST Protected
Information") which Fund's access to the TA2000 System or software
or DST Facilities may permit Fund or its employees or agents to
become aware of or to access and that the DST Protected
Information constitutes confidential material and trade secrets of
DST. Fund agrees to maintain the confidentiality of the DST
Protected Information.
D. Fund acknowledges that any unauthorized use, misuse, disclosure or
taking of DST Protected Information which is confidential as
provided by law, or which is a trade secret, residing or existing
internal or external to a computer, computer system, or computer
network, or the knowing and unauthorized accessing or causing to
be accessed of any computer, computer system, or computer network,
may be subject to civil liabilities and criminal penalties under
applicable state law. Fund will advise all of its employees and
agents who have access to any DST Protected Information or to any
computer equipment capable of accessing DST hardware or software
of the foregoing.
E. Fund acknowledges that disclosure of the DST Confidential
Information may give rise to an irreparable injury to DST
inadequately compensable in damages. Accordingly, DST may seek
(without the posting of any bond or other security) injunctive
relief against the breach of the foregoing undertaking of
confidentiality
36
and nondisclosure, in addition to any other legal remedies that
may be available, and Fund consents to the obtaining of such
injunctive relief. All of the undertakings and obligations
relating to confidentiality and nondisclosure, whether contained
in this Section or elsewhere in this Agreement shall survive the
termination or expiration of this Agreement for a period of ten
(10) years.
24. CHANGES AND MODIFICATIONS.
A. During the term of this Agreement DST will use on behalf of Fund
without additional cost all modifications, enhancements, or
changes which DST may make to the TA2000 System in the normal
course of its business and which are applicable to functions and
features offered by Fund, unless substantially all DST clients are
charged separately for such modifications, enhancements or
changes, including, without limitation, substantial system
revisions or modifications necessitated by changes in existing
laws, rules or regulations. Fund agrees to pay DST promptly for
modifications and improvements that are charged for separately at
the rate provided for in DST's standard pricing schedule that
shall be identical for substantially all clients, if a standard
pricing schedule shall exist. If there is no standard pricing
schedule, the parties shall mutually agree upon the rates to be
charged.
B. DST shall have the right, at any time and from time to time, to
alter and modify any systems, programs, procedures or facilities
used or employed in performing its duties and obligations
hereunder; provided that Fund will be notified as promptly as
possible prior to implementation of such alterations and
modifications and that no such alteration or modification or
deletion shall materially adversely change or affect the
operations and procedures of Fund in using or employing the TA2000
System or DST Facilities hereunder or the reports to be generated
by such system
37
and facilities hereunder, unless Fund is given thirty (30) days
prior notice to allow Fund to change its procedures and DST
provides Fund with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new
features added to the TA2000 System however developed or paid for
shall be, and shall remain, the confidential and exclusive
property of, and proprietary to, DST.
25. SUBCONTRACTORS.
Nothing herein shall impose any duty upon DST in connection with or make
DST liable for the actions or omissions to act of unaffiliated third
parties such as, by way of example and not limitation, the banks at which
the deposit accounts are maintained, The National Securities Clearing
Corporation, airborne services, the U.S. mails and telecommunication
companies, provided, if DST selected such company, DST shall have
exercised due care in selecting the same.
26. LIMITATIONS ON LIABILITY.
A. If Fund is comprised of more than one Portfolio, each Portfolio
shall be regarded for all purposes hereunder as a separate party
apart from each other Portfolio. Unless the context otherwise
requires, with respect to every transaction covered by this
Agreement, every reference herein to Fund shall be deemed to
relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances shall the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any other
Portfolio or the rights, obligations or remedies with respect to a
particular Fund constitute a right, obligation or remedy
applicable to any other Fund. The use of this single document to
memorialize the separate agreement of each Portfolio or Fund is
understood to be for clerical
38
convenience only and shall not constitute any basis for joining
the Portfolios or Funds for any reason.
B. Notice is hereby given that a copy of Fund's Articles of
Incorporation or Trust Agreement (as applicable) and all
amendments thereto is on file with the Secretary of State of the
state of its organization; that this Agreement has been executed
on behalf of Fund by the undersigned duly authorized
representative of Fund in his/her capacity as such and not
individually; and that the obligations of this Agreement shall
only be binding upon the assets and property of Fund and shall not
be binding upon any director, trustee, officer or shareholder of
Fund individually.
27. NOTICES.
All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be validly given, made or served
if in writing and delivered personally, sent by mail, registered or
certified, return receipt requested, postage prepaid, by telegram or by
facsimile transmission:
If to Fund:
The ING Pilgrim Family of Funds
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attn: Rob Naka, Senior Vice President
And if to DST:
DST Systems, Inc.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attn: Xxxxxxxx Xxxxx, Group Vice President
39
With a copy of non-operational notices to:
DST Systems, Inc.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attn: Legal Department
or to such other address as DST or Fund may from time to time designate
in writing delivered as provided above.
28. MISCELLANEOUS.
A. This Agreement is executed and delivered in the State of Missouri
and shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws
of the State of Missouri, excluding that body of law applicable to
choice of law.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto
and their respective successors and permitted assigns.
C. The representations and warranties, all indemnifications and any
limitations on liability set forth in this Agreement are intended
to and shall continue after and survive the expiration,
termination or cancellation of this Agreement until any statute of
limitations applicable to the matter at issues shall have expired.
D. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed each party hereto.
E. The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect.
40
F. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the courts
held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable
and not be affected, and the rights and obligations of the parties
shall be construed and enforced as if this Agreement did not
contain the particular part, term or provision held to be illegal
or invalid.
H. This Agreement may not be assigned any party hereto without prior
written consent of the other parties.
I. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between
Fund and DST. It is understood and agreed that all services
performed hereunder by DST shall be as an independent contractor
and not as an employee of Fund. This Agreement is between DST and
Fund and neither this Agreement nor the performance of services
under it shall create any rights in any third parties. There are
no third party beneficiaries hereto.
J. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by any party hereunder
shall not affect any rights or obligations of any other party
hereunder.
K. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of
this Agreement, including the payment of damages, shall not be
construed as a continuing or permanent waiver of any such terms,
conditions,
41
rights or privileges, but the same shall continue and remain in
full force and effect as if no such forbearance or waiver had
occurred.
L. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement, draft or
agreement or proposal with respect to the appointment of DST as
Agent for the Fund and the provision by DST of transfer agency
services as such Agent between any Fund and DST, whether oral or
written.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, to be effective as of the day and
year first above written.
DST SYSTEMS, INC.
By: /s/ Xxxxxxxx Xxxxx
-------------------------------
Title: Group VP
----------------------------
Date: 11/30/2000
-----------------------------
LEXINGTON MONEY MARKET TRUST
PILGRIM EQUITY TRUST
Pilgrim Index Plus Protection Fund
Pilgrim MidCap Opportunities Fund
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM MAYFLOWER TRUST
Pilgrim Growth + Value Fund
Pilgrim International Value Fund
Pilgrim Research Enhanced Index Fund
42
PILGRIM NATURAL RESOURCES TRUST
PILGRIM PRIME RATE TRUST
PILGRIM SMALLCAP OPPORTUNITIES FUND
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP Convertible Portfolio
Pilgrim VP Emerging Countries Portfolio
Pilgrim VP Financial Services Portfolio
Pilgrim VP Growth & Income Portfolio
Pilgrim VP Growth + Value Portfolio
Pilgrim VP Growth Opportunities Portfolio
Pilgrim VP High Yield Bond Portfolio
Pilgrim VP International Portfolio
Pilgrim VP International SmallCap Growth Portfolio
Pilgrim VP International Value Portfolio
Pilgrim VP LargeCap Growth Portfolio
Pilgrim VP MargnaCap Portfolio
Pilgrim XX XxxXxx Opportunities Portfolio
Pilgrim VP Research Enhanced Index Portfolio
Pilgrim VP SmallCap Opportunities Portfolio
Pilgrim VP Worldwide Growth Portfolio
PILGRIM FUNDS TRUST
Pilgrim European Equity Fund
Pilgrim Global Communications Fund
Pilgrim Global Information Technology Fund
Pilgrim Intermediate Bond Fund
Pilgrim Internet Fund
ING Pilgrim Money Market Fund
Pilgrim National Tax-Exempt Bond Fund
Pilgrim Tax Efficient Equity Fund
PILGRIM MUTUAL FUNDS
Pilgrim Balanced Fund
Pilgrim Convertible Fund
Pilgrim Emerging Countries Fund
Pilgrim High Yield Fund II
Pilgrim International Core Growth Fund
Pilgrim International SmallCap Growth Fund
Pilgrim LargeCap Growth Fund
Pilgrim MidCap Growth Fund
Pilgrim Money Market Fund
Pilgrim SmallCap Growth Fund
Pilgrim Strategic Income Fund
Pilgrim Worldwide Growth Fund
PILGRIM SENIOR INCOME FUND
PILGRIM ADVISORY FUNDS, INC.
Pilgrim Asia-Pacific Equity Fund
PILGRIM BANK AND THRIFT FUND, INC.
43
PILGRIM EMERGING MARKETS FUND, INC.
PILGRIM GNMA INCOME FUND, INC.
PILGRIM PRECIOUS METALS FUND, INC.
PILGRIM GROWTH AND INCOME FUND, INC.
PILGRIM INVESTMENT FUNDS, INC.
Pilgrim High Yield Fund
Pilgrim MagnaCap Fund
PILGRIM INTERNATIONAL FUND, INC.,
PILGRIM RUSSIA FUND, INC.
By: /s/ Xxxxxx X. Naka
-----------------------------------
Title: Senior Vice President
--------------------------------
Date: 11/30/2000
---------------------------------
44
EXHIBIT B, p. 1
DST SYSTEMS, INC.
PILGRIM TRANSFER AGENCY FEE SCHEDULE
EFFECTIVE AUGUST 1, 2000 - MAY 31, 2002
ASSET BASED FEES:
NET ASSETS PER PORTFOLIO:
$0 - $100,000,000 9.0 basis pts per year
$100,000,001- $300,000,000 8.5 basis pts per year
$300,000,001 - $500,000,000 7.5 basis pts per year
Greater than $500,000,000 7.25 basis pts per year
(APPLIES TO ALL LEXINGTON AND PILGRIM CUSIPS, INCLUDING NEW Q SHARE
PORTFOLIO CLASSES ESTABLISHED AS A RESULT OF THE NORTHSTAR CONVERSION)
EXCEPTIONS:
Prime Rate Trust 2.4 basis pts per year
Bank & Thrift 24.2 basis pts per year
Pilgrim Investment Plan $7,200 per year
Northstar Funds Covered under separate
agreement
ING Money Market Portfolio 6.0 basis pts per year
(effective 12/1/01)
BUNDLED PRODUCTS AND SERVICES:
The above asset fees cover a comprehensive bundle of products and
services. The following products and services are not covered by the
asset fees and will continue to be billed separately using the current
rates, subject to current allowable periodic increases:
- AWD License Fees
- Escheatment
- Programming
- FANMail
- Vision
45
EXHIBIT B, p. 2
Additional products and services not currently utilized would be priced
separately and would be billed in addition to the asset fees.
-Computer/Technical Personnel (2000 Rates):
Business Analyst/Tester:
Dedicated - $79,040 per year
On Request - $72.80 per hour
COBOL Programmer:
Dedicated - $129,480 per year
On Request - $100.88 per hour
Workstation Programmer:
Dedicated - $157,040 per year
On Request - $128.96 per hour
-Full Service Support (2000 Rates):
Senior Staff Support - $70.00 per hour
Staff Support - $50.00 per hour
Clerical Support - $40.00 per hour
RATE ADJUSTMENT TRIGGERS:
The above asset fees would be adjusted monthly based on the following
triggers:
Should either "Average Assets per Account" or "Average Assets per CUSIP"
decrease 10% in a given month from their baseline March through May 2000
averages, the basis point fee rates would be adjusted up using the
formula: Previous Rate divided by .9. When/if a rate adjustment is made,
both trigger ratios would be reset at new levels equal to 10% below their
previous level. Subsequent adjustments to the rates would be triggered
should these ratios decrease in additional 10% increments. Downward
adjustments would be made to the rates using the same formula should the
trigger ratios increase in 10% increments, but only to the extent that
previous upward rate adjustments have been made. The basis point fee
rates could not be adjusted below the original rates listed above.
TRIGGERS:
AVERAGE ASSETS PER ACCOUNT AVERAGE ASSETS PER CUSIP
-------------------------- -------------------------
Bank & Thrift $ 9,733 $ 184,696,341
Prime Rate $ 113,660 $ 1,259,736,679
All Others $ 29,452 $ 63,379,993
46
EXHIBIT B, p. 3
NOTES TO THE ABOVE FEE SCHEDULE
A. The above schedule does not include reimbursable expenses that are
incurred on the Fund's behalf. Examples of reimbursable expenses include
but are not limited to those set forth on Exhibit C to this Agreement.
Reimbursable expenses are billed separately from service fees on a
monthly basis.
B. Any fees or reimbursable expenses not paid within 30 days of the date of
the original invoice will be charged a late payment fee of 1.5% per month
until payment is received.
C. The above fees, except for those indicated by an "*", are guaranteed
through May 31, 2002. All items marked by an "*" are subject to change
with 60 day notice.
47
EXHIBIT B.1, p.1
TA2000 VOICE SYSTEM
FEE SCHEDULE
PER CALL SERVICE FEE
Utilization of DST's TA2000 Voice System is based on a service fee of $.20 per
call. Each call has a maximum duration of seven (7) minutes. This charge is a
flat rate regardless of the number or type of transactions that a shareholder
processes during the call. A given call could result in inquiries and/or
transactions being processed for various funds in the complex. Therefore, on a
monthly basis, DST will report the number of inquiries and/or transactions
processed by fund. A percentage of the total will be derived and reported for
each fund. As a result of this process, DST will allocate the charges among the
individual funds.
MULTIPLE CALL FLOWS
An additional fee of $500 per month will be charged for each additional call
flow that requires different flows, functions, vocabulary, processing, rules or
access method. An additional fee of $200 per month will be charged for each
additional call flow that is identical in flows, functions, vocabulary,
processing rules or access method.
MINIMUM MONTHLY CHARGE
DST's commitment to the reliability and continued enhancement of the TA2000
Voice System necessitates a minimum monthly charge for the service. The minimum
monthly charge will only be assessed when it is greater than the monthly service
fees. The minimum monthly charge will be implemented on a graduated basis based
on the number of cusips and shareholders in a fund complex and is the sum of the
cusip and account charges. The schedule for this charge is as follows:
YEARS CHARGE PER CHARGE PER
OF CUSIP AUTHORIZED SHAREHOLDER
SERVICE FOR SERVICE* ACCOUNT**
------- ---------------- -----------
1 $ 50 $ .002
2 $ 75 $ .003
3 $ 100 $ .004
* CUSIPS ADDED TO THE SERVICE will be subject to the same minimums
being charged to the other cusips in the complex at the time the
cusips are added.
** THE PER ACCOUNT CHARGE is based on the total number of shareholder
accounts in authorized cusips at the end of each month.
OUT OF POCKET COSTS
Each fund complex will require a unique WATS number for their shareholders to
call. Each WATS number will require a specific number of trunks to service a
given volume of shareholder calls. All installation and monthly usage charges
associated with these will be billed through monthly out-of-pocket invoices.
48
EXHIBIT B.2, p. 1
NSCC FEES AND OUT-OF-POCKET EXPENSES
DST Fees
DST charges $1,500 per cusip per year for the NSCC platform
Settling Bank Fees
Fund may be charged fees by the Settling Bank at which the net settlement
account resides for monthly maintenance of this account. These are
negotiated directly between Fund and the Settling Bank.
NSCC Participant Fees
The NSCC charges $40 per month per management company for CPU
access/shared line costs.
A combined participant base fee of $200 per month is charged for the
following services:
FUND/SERV:
The NSCC charges an activity charge of $.30 per inputted transaction.
Transactions include purchases, redemptions and exchanges.
NETWORKING: The NSCC charges the following activity fee:
- $.02 per account for funds paying dividends on a monthly basis
- $.01 per account for funds paying dividends other than monthly
COMMISSION SETTLEMENT: The NSCC charges the following processing fee:
- $.30 per hundred records, per month, for one to 500,000 records;
there is a $50 per month minimum processing charge
- $.20 per hundred records, per month, for 500,001 to 1,000,000
records
- $.10 per hundred records, per month, for 1,000,001 records and
above
Note: Participant fees are cumulative when Fund/SERV, Networking and/or
Commission Settlement are used in conjunction with each other.
49
EXHIBIT C
REIMBURSABLE EXPENSES
Forms
Postage (to be paid in advance if so requested)
Mailing Services
Computer Hardware and Software - specific to Fund or installed at remote
site at Fund's direction
Telecommunications Equipment and Lines/Long Distance Charges
Magnetic Tapes, Reels or Cartridges
Magnetic Tape Handling Charges
Microfiche/Microfilm/CD ROM
Freight Charges
Printing
Bank Wire and ACH Charges
Proxy Processing - per proxy mailed
not including postage
Includes: Proxy Card
Printing
Outgoing Envelope
Return Envelope
Tabulation and Certification
Tax Certification Mailings (e.g., W-8 & W-9)
(Postage associated with the return
envelope is included)
N.S.C.C. Communications Charge
(Fund/Serv and Networking)
Record Storage (hardcopy/microfiche/on-call)
Second Site Disaster Currently $.10
Backup Fee (per account) through 12/31/01,
subject to annual
adjustment
Transmission of Statement Data for Currently $.035/per
Remote Processing record
Travel, Per Diem and other Billables
Incurred by DST personnel traveling to,
at and from Fund at the request
of Fund
50
EXHIBIT D
AUTHORIZED PERSONNEL
Pursuant to Section 8.A. of the
Agency Agreement between Fund and DST (the
"Agreement"), Fund authorizes the following Fund personnel to provide
instructions to DST, and receive inquiries from DST in connection with the
Agreement:
NAME TITLE
_____________________________ ___________________________
_____________________________ ___________________________
_____________________________ ___________________________
_____________________________ ___________________________
_____________________________ ___________________________
_____________________________ ___________________________
_____________________________ ___________________________
This Exhibit may be revised by Fund by providing DST with a substitute Exhibit
D. Any such substitute Exhibit B shall become effective twenty-four (24) hours
after DST's receipt of the document and shall be incorporated into the
Agreement.
ACKNOWLEDGMENT OF RECEIPT:
DST SYSTEMS, INC.
By: /s/ Xxxxxxxx Xxxxx
---------------------------
Title: Group VP
------------------------
Date: 11/30/2000
-------------------------
51
LEXINGTON MONEY MARKET TRUST
PILGRIM EQUITY TRUST
Pilgrim Index Plus Protection Fund
Pilgrim MidCap Opportunities Fund
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM MAYFLOWER TRUST
Pilgrim Growth + Value Fund
Pilgrim International Value Fund
Pilgrim Research Enhanced Index Fund
PILGRIM NATURAL RESOURCES TRUST
PILGRIM PRIME RATE TRUST
PILGRIM SMALLCAP OPPORTUNITIES FUND
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP Convertible Portfolio
Pilgrim VP Emerging Countries Portfolio
Pilgrim VP Financial Services Portfolio
Pilgrim VP Growth & Income Portfolio
Pilgrim VP Growth + Value Portfolio
Pilgrim VP Growth Opportunities Portfolio
Pilgrim VP High Yield Bond Portfolio
Pilgrim VP International Portfolio
Pilgrim VP International SmallCap Growth Portfolio
Pilgrim VP International Value Portfolio
Pilgrim VP LargeCap Growth Portfolio
Pilgrim VP MargnaCap Portfolio
Pilgrim XX XxxXxx Opportunities Portfolio
Pilgrim VP Research Enhanced Index Portfolio
Pilgrim VP SmallCap Opportunities Portfolio
Pilgrim VP Worldwide Growth Portfolio
PILGRIM FUNDS TRUST
Pilgrim European Equity Fund
Pilgrim Global Communications Fund
Pilgrim Global Information Technology Fund
Pilgrim Intermediate Bond Fund
Pilgrim Internet Fund
ING Pilgrim Money Market Fund
Pilgrim National Tax-Exempt Bond Fund
Pilgrim Tax Efficient Equity Fund
PILGRIM MUTUAL FUNDS
Pilgrim Balanced Fund
Pilgrim Convertible Fund
Pilgrim Emerging Countries Fund
Pilgrim High Yield Fund II
Pilgrim International Core Growth Fund
Pilgrim International SmallCap Growth Fund
Pilgrim LargeCap Growth Fund
Pilgrim MidCap Growth Fund
52
Pilgrim Money Market Fund
Pilgrim SmallCap Growth Fund
Pilgrim Strategic Income Fund
Pilgrim Worldwide Growth Fund
PILGRIM SENIOR INCOME FUND
PILGRIM ADVISORY FUNDS, INC.
Pilgrim Asia-Pacific Equity Fund
PILGRIM BANK AND THRIFT FUND, INC.
PILGRIM EMERGING MARKETS FUND, INC.
PILGRIM GNMA INCOME FUND, INC.
PILGRIM PRECIOUS METALS FUND, INC.
PILGRIM GROWTH AND INCOME FUND, INC.
PILGRIM INVESTMENT FUNDS, INC.
Pilgrim High Yield Fund
Pilgrim MagnaCap Fund
PILGRIM INTERNATIONAL FUND, INC.,
PILGRIM RUSSIA FUND, INC.
By: /s/ Xxxxxx X. Naka
-----------------------------
Title: Senior Vice President
--------------------------
Date: 11/30/2000
---------------------------
53
