EXHIBIT (h)(1)
ADMINISTRATION AGREEMENT
AGREEMENT made this 27th day of April, 2000 between USLICO Series Fund
(the "Fund"), a Massachusetts business trust, and Pilgrim Group, Inc. (the
"Administrator"), a Delaware corporation.
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Fund desires to avail itself of the services of the
Administrator for the provision of administrative services for the Fund; and
WHEREAS, the Administrator is willing to render such services to the
Fund;
NOW, THEREFORE, in consideration of the premises, the promises and
mutual covenants herein contained, it is agreed between the parties as follows:
1. Appointment. The Fund hereby appoints the Administrator,
subject to the direction of the Board of Directors, for the period and on the
terms set forth in this Agreement, to provide administrative services, as
described herein, with respect to the Fund. The Administrator accepts such
appointment and agrees to render the services set forth herein.
2. Services of the Administrator. Subject to the general
supervision of the Board of Directors of the Fund, the Administrator shall
provide the following administrative services:
(a) Provide all administrative services reasonably necessary for
the operation of the Fund other than the investment advisory services performed
by the investment adviser or sub-adviser, including, but not limited to, (i)
coordinating all matters relating to the operation of the Fund, including any
necessary coordination among the investment adviser, custodian, transfer agent,
dividend disbursing agent, and portfolio accounting agent (including pricing and
valuation of the portfolio), accountants, attorneys, and other parties
performing services or operational functions for the Fund; (ii) maintaining or
supervising the maintenance by third parties engaged by the Fund of such books
and records of the Fund as may be required by applicable federal or state law;
(iii) preparing or supervising the preparation by third parties selected by the
Fund of all federal, state, and local tax returns and reports required by
applicable law; (iv) preparing and filing, with the assistance of counsel, and
arranging for the distribution of proxy materials and periodic reports to
shareholders as required by applicable law; (v) preparing and arranging for the
filing, with the assistance of counsel, of registration statements and other
documents with the Securities and Exchange Commission (the "SEC") and other
federal and state regulatory authorities as may be required by applicable law;
(vi) taking such other action with respect to the Fund as may be required by
applicable law, including without limitation the rules and regulations of the
SEC and other regulatory agencies; (vii) providing the Fund, at the
Administrator's expense, with adequate personnel, office space, communications
facilities, and
other facilities necessary for operation of the Fund as contemplated in this
Agreement; (viii) arranging for meetings of the Fund's Board of Directors and,
in connection therewith, providing the Board with necessary or appropriate
information for its meetings; (ix) providing non-investment related statistical
and research data and such other reports, evaluations and information as the
Fund may request from time to time; (x) maintaining the Fund's existence, and
during such time as shares of the Fund are publicly offered, maintaining the
registration and qualification of the Fund's shares under federal and state law;
and (xi) responding to inquiries from shareholders or their agents or
representatives relating to the Fund, concerning, among other things, exchanges
among funds, or referring any such inquiries to the Fund's officers or transfer
agent. Nothing in this provision shall be deemed to inhibit the Fund or its
officers from engaging, at the expense of the Fund, other persons to assist in
providing administrative services to the Fund including, but not limited to,
accounting agents, recordkeeping agents, proxy solicitation agents, attorneys,
accountants, consultants and others.
(b) Render to the Board of Directors of the Fund such periodic and
special reports as the Board may reasonably request;
(c) Make available its officers and employees to the Board of
Directors and officers of the Fund for consultation and discussions regarding
the administration of the Fund and the services provided to the Fund under this
Agreement; and
(d) Develop and implement, if appropriate, management and
shareholder services designed to enhance the value or convenience of the Fund as
an investment vehicle.
3. Conformity with Applicable Law. The Administrator, in the
performance of its duties and obligations under this Agreement, shall act in
conformity with the Registration Statement of the Fund and with the instructions
and directions of the Board of Directors of the Fund and will conform to, and
comply with, the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
4. Exclusivity. The services of the Administrator to the Fund
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 Fund) and to engage in other
activities, so long as its services hereunder are not impaired thereby.
5. Expenses. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its activities under
this Agreement, except such expenses as are assumed by the Funds under this
Agreement and such expenses as are assumed by the investment adviser pursuant to
an Investment Management Agreement. The Fund shall be responsible for all of the
other expenses of its operations, including, without limitation, the
administration fee payable hereunder; advisory fees; brokerage commissions;
interest; legal fees and expenses of attorneys; fees of auditors, transfer
agents and dividend disbursing agents, custodians and shareholder servicing
agents; fees of accountants and accounting services; the
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expense of obtaining quotations for calculating the Fund's net asset value;
taxes, if any, and the preparation of the Fund's tax returns; cost of stock
certificates and any other expenses (including clerical expenses) of issue,
sale, repurchase or redemption of shares; expenses of registering and qualifying
shares of the Fund under federal and state laws and regulations; salaries of
personnel involved in placing orders for the execution of the Fund's portfolio
transactions; expenses of printing and distributing reports, notices and proxy
materials to existing shareholders; expenses of printing and filing reports and
other documents filed with governmental agencies; expenses in connection with
shareholder and director meetings; expenses of printing and distributing
prospectuses and statements of additional information to existing shareholders;
fees and expenses of Directors of the Fund who are not "interested persons" of
the Fund as that term is defined in the Investment Company Act of 1940; trade
association dues; insurance premiums; and extraordinary expenses such as
litigation expenses. To the extent the Administrator incurs any costs or
performs any services which are an obligation of the Fund, as set forth herein,
the Fund shall promptly reimburse the Administrator for such costs and expenses.
To the extent the services for which the Fund is obligated to pay are performed
by the Administrator, the Administrator shall be entitled to recover from the
Fund only to the extent of its costs for such services.
6. Compensation. For the services provided by the Administrator
pursuant to this Agreement, the Fund will pay to the Administrator the annual
fee set forth in Schedule A hereto.
7. Liability of the Administrator. The Administrator may rely on
information reasonably believed by it to be accurate and reliable. Except as may
otherwise be required by the 1940 Act or the rules thereunder, neither the
Administrator nor its stockholders, officers, directors, employees, or agents
shall be subject to any liability for, or any damages, expenses, or losses
incurred in connection with, any act or omission connected with or arising out
of any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Administrator's duties, or by reason of reckless disregard of the
Administrator's obligations and duties under this Agreement. The liability
incurred by the Administrator pursuant to this paragraph 7 in any year shall be
limited to the revenues of the Administrator derived from the Fund in that
fiscal year of the Fund. The Administrator shall look solely to Fund property
for satisfaction of claims of any nature against the Fund or a director,
officer, employee or agent of the Fund arising in connection with the affairs of
the Fund.
8. Continuation and Termination. This Agreement shall become
effective on the date first written above, subject to the condition that the
Fund's Board of Directors, including a majority of those Directors who
are not interested persons (as such term is defined in the 0000 Xxx) of the
Administrator, shall have approved this Agreement. Unless terminated as provided
herein, the Agreement shall continue in full force and effect for two (2) years
from the effective date of this Agreement, and shall continue from year to year
thereafter so long as such continuance is specifically approved at least
annually by the vote of a majority of the Board of Directors of the Fund,
including a majority of the Board of Directors of the Fund who are not
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parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of the Fund or the Administrator.
This Agreement may be terminated by the Fund at any time, without the
payment of any penalty, by vote of a majority of the Board of Directors of the
Fund on sixty (60) days' written notice to the Administrator, or by the
Administrator at any time, without the payment of any penalty, on sixty (60)
days' written notice to the Fund.
9. [Applicable only to the Massachusetts business trusts]
Limitation of Liability of Trustees. Notice is hereby given that this Agreement
is executed by an officer of the Fund on behalf of the Trustees of the Fund, as
Trustees and not individually, and that the obligations of this Agreement with
respect to the Fund shall be binding upon the assets and the properties of the
Fund only and shall not be binding upon the assets or properties of the
Trustees, officers, employees, agents or shareholders of the Fund individually.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
11. Applicable Law.
(a) This Agreement shall be governed by the laws of the State of
Arizona, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
(c) The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
USLICO Series Fund
By: /s/ Xxxxxx X. Naka
-------------------------------
Xxxxxx X. Naka
Title SVP
PILGRIM GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title SVP
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