EXHIBIT (h)(7)
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
PILGRIM EQUITY TRUST
AGREEMENT, made the 1st day of August, 1998, as amended and restated
the 30th of April, 2000, the 9th of May, 2001, and this 2nd day of November,
2001, between Pilgrim Equity Trust (the "Trust"), on behalf of each series of
the Trust set forth on Schedule A hereto (each a "Fund," collectively, the
"Funds"), as such schedule may be amended from time to time to add additional
series, and ING Pilgrim Group, LLC (the "Administrator").
WHEREAS, the Trust is a Massachusetts business trust authorized to
issue shares in series and is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and each Fund is a series of the Trust; and
WHEREAS, ING Pilgrim Investments, LLC (the "Adviser") serves as
investment adviser to each Fund, and the Trust wishes to retain the
Administrator to render administrative and other services to each Fund, and the
Administrator is willing to render such services to each Fund;
NOW THEREFORE, in consideration of the premises, promises and mutual
covenants herein contained, it is agreed between the parties 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 the maintenance by the Adviser or third
parties approved by the Trust of, as the case may be, 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 the filing of the Funds' registration statements and amendments thereto
and other documents as the Securities and Exchange Commission (the "SEC") 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 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. SHAREHOLDER SERVICING
Subject to the supervision and direction of the Board of
Trustees, the Administrator will (a) provide customer service to all shareholder
accounts, including responding to all telephone inquiries and written
correspondence; and (b) maintain records of all broker-dealers holding
shareholder accounts in the Funds; and (c) assist broker-dealers in servicing
shareholder accounts, including processing broker wire orders for purchases of
shares of the Funds.
C. 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
Statements, 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. In performing its shareholder servicing duties listed in
subparagraph B herein, the Administrator shall not engage in any activities that
would require it to register as a transfer agent under the Securities Exchange
Act of 1934.
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;
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(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 SEC, 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 SEC and all
amendments thereto;
(f) Prospectuses and Statements of Additional Information
included in the Registration Statements, as amended
from time to time. All references to this Agreement,
the Prospectuses and the Statements 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 a Fund any such
records upon either the Trust's or a Fund's request. The Administrator further
agrees to preserve such records for the periods prescribed in Rule 31a-2 of the
SEC under the 1940 Act.
6. COMPENSATION
In consideration of the services rendered pursuant to Section 2.A. of
this Agreement, each Funds will pay the Administrator a fee, computed and
accrued daily and payable monthly, at an annual rate of 0.10% of such 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 a Fund as from time to time in effect.
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In consideration of the services rendered pursuant to Section 2.B. of
this Agreement, the Administrator shall receive a fee of $5.00 per year per
account of each beneficial holder of shares in the Funds, which shall be payable
no later than January 31 of the following year.
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; SEC 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; cost attributable to investor services, including without limitation,
telephone and personnel expenses; charges of accounting, internal auditing, and
pricing of portfolio securities for the Funds, including the charges of 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 the 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. 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.
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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 its 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 Arizona.
(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 duly given
if mailed or delivered to the Administrator at 0000
Xxxx Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000, or
at such other address or to such individual as shall
be specified by the Administrator to the Trust.
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(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,
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 Equity 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 as of the day and year set forth
above.
PILGRIM EQUITY TRUST
By: /s/ Xxxxxx X. Naka
------------------------
Xxxxxx X. Naka
Senior Vice President
ING PILGRIM GROUP, LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
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AMENDED AND RESTATED SCHEDULE A
WITH RESPECT TO THE
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
ING EQUITY TRUST
(FORMERLY PILGRIM EQUITY TRUST)
AND
ING FUNDS SERVICES, LLC
(FORMERLY ING PILGRIM GROUP, LLC)
LAST CONTINUED/
SERIES APPROVED BY BOARD REAPPROVAL DATE
------ ----------------- ---------------
ING Principal Protection Fund July 11, 2002 September 1, 2003
ING Principal Protection Fund II November 2, 2001 September 1, 2003
ING Principal Protection Fund III February 26, 2002 September 1, 2003
ING Principal Protection Fund IV May 24, 2002 September 1, 2003
ING Principal Protection Fund V August 20, 2002 September 1, 2003
ING Principal Protection Fund VI* November 22, 2002 September 1, 2004
-----------------------
*This Amended and Restated Schedule A will be effective with respect to the Fund
upon the effective date of the post-effective amendment to the Trust's
Registration Statement with respect to the Fund.
ING EQUITY TRUST
Xxxxxxx X. Xxxxxx
Executive Vice President
ING Funds Services, LLC
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
April 3, 2003
Pursuant to the Third Amended and Restated Administrative Services
Agreement dated August 1, 1998, as amended, between ING Equity Trust and ING
Funds Services, LLC (the "Agreement"), we hereby notify you of our intention to
retain you as Administrator to render administrative and other services to ING
Principal Protection Fund VII, a newly established series of ING Equity Trust,
upon all of the terms and conditions set forth in the Agreement. Upon your
acceptance, the Agreement has been modified to give effect to the foregoing by
adding "ING Principal Protection Fund VII" to Schedule A of the Agreement. The
Amended and Restated Schedule A is attached hereto.
Please signify your acceptance to act as Administrator under the
Agreement with respect to ING Principal Protection Fund VII by signing below.
Very sincerely,
/s/ Xxxxxx X. Naka
Xxxxxx X. Naka
Senior Vice President
ING Equity Trust
ACCEPTED AND AGREED TO:
ING Funds Services, LLC
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Equity Trust
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED AND RESTATED SCHEDULE A
WITH RESPECT TO THE
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
ING EQUITY TRUST
(FORMERLY PILGRIM EQUITY TRUST)
AND
ING FUNDS SERVICES, LLC
(FORMERLY ING PILGRIM GROUP, LLC)
LAST CONTINUED/
SERIES APPROVED BY BOARD REAPPROVAL DATE
------ ----------------- ---------------
ING Principal Protection Fund July 11, 2002 September 1, 2003
ING Principal Protection Fund II November 2, 2001 September 1, 2003
ING Principal Protection Fund III February 26, 2002 September 1, 2003
ING Principal Protection Fund IV May 24, 2002 September 1, 2003
ING Principal Protection Fund V August 20, 2002 September 1, 2003
ING Principal Protection Fund VI November 22, 2002 September 1, 2004
ING Principal Protection Fund VII* November 22, 2002 September 1, 2004
-------------------------
*This Amended and Restated Schedule A will be effective with respect to the Fund
upon the effective date of the post-effective amendment to the Trust's
Registration Statement with respect to the Fund.
AMENDED AND RESTATED SCHEDULE A
WITH RESPECT TO THE
THIRD AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
ING EQUITY TRUST
(FORMERLY PILGRIM EQUITY TRUST)
AND
ING FUNDS SERVICES, LLC
(FORMERLY ING PILGRIM GROUP, LLC)
FUNDS ADMINISTRATIVE FEE(1)
----- ---------------------
(as a percentage of average daily net assets)
ING Principal Protection Fund 0.10%
ING Principal Protection Fund II 0.10%
ING Principal Protection Fund III 0.10%
ING Principal Protection Fund IV 0.10%
ING Principal Protection Fund V 0.10%
ING Principal Protection Fund VI 0.10%
ING Principal Protection Fund VII 0.10%
ING Principal Protection Fund VIII* 0.10%
ING Principal Protection Fund IX* 0.10%
* This Amended and Restated Schedule A will be effective with respect to
the Fund upon the effective date of the post-effective amendment to the
Trust's Registration Statement with respect to the Fund.
(1) In addition to the administrative fee, the Administrator shall receive
a fee of $5.00 per year per account of each beneficial holder of shares
in the funds.
