SERVICE AGREEMENT
This Agreement made on the 29th day of July, 1996 by and between Pilgrim America
Masters Series, Inc., a Maryland Corporation having its principal place of
business at Two Renaissance Square, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx 00000 (the "Fund"), and Pilgrim America Group Inc., a Delaware
corporation having its principal place of business at Two Renaissance Square, 00
Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 ("PAGI"):
WITNESSETH:
WHEREAS, the Fund is party to a transfer agent agreement with IFTC
wherein IFTC provides all transaction processing and record keeping for the
Fund's shareholders and would provide shareholder services for the Fund if the
Fund so desired, and
WHEREAS, the Fund has determined that PAGI is capable of providing
superior shareholder services to the Fund in conjunction with IFTC as the
Transfer Agent, and
WHEREAS, the Fund desires to appoint PAGI as Shareholder Service Agent
and PAGI desires to accept such appointment:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Scope of Appointment
Fund hereby appoints PAGI as Shareholder Service Agent and as such PAGI hereby
accepts such appointment and agrees that it will provide the Fund with services
which include but are not limited to the following:
A. Reviewing correspondence pertaining to any former, existing or new
shareholder account, processing such correspondence for proper record
keeping, and responding promptly to correspondence from shareholders and
dealers.
B. Receiving telephone calls pertaining to any former, existing or new
shareholder account, verbally responding to such calls and when required
responding in writing and maintaining prior record keeping regarding such
calls from shareholders and dealers and responses thereto.
C. PAGI further agrees that the scope of this appointment does not include any
services required to be provided by a registered broker-dealer or
registered transfer agent.
Certain Representations and Warranties of PAGI and the Fund
PAGI represents and warrants to the 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 Arizona.
C. It has and will continue to have and maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under this
agreement.
D. PAGI is empowered under applicable laws and by its charter and bylaws to
enter into this Agreement.
The Fund represents and warrants to PAGI that:
A. It is a corporation duly organized and existing and in good standing under
the laws of Maryland.
B. It is an open-end diversified management investment company registered
under the Investment Company Act of 1940, as amended.
C. The Fund is empowered under applicable laws and by its charter and bylaws
to enter into this Agreement.
Compensations and Expenses
In consideration for its services here under as Shareholder Service Agent, the
Fund will pay to PAGI reasonable compensations for all services rendered as
Agent, and all its reasonable out-of-pocket expenses incurred in connection with
the agency. Such compensation is set forth in a separate schedule to be agreed
to by the Fund and PAGI, a copy of which is attached hereto.
The Fund agrees to promptly reimburse PAGI for all reasonable out-of-pocket
expenses or disbursements incurred by PAGI in connection with the performance of
services under this Agreement including, but not limited to, expenses for
postage, express delivery services, envelopes, forms, telephone communication
expenses and stationary supplies. PAGI agrees to furnish to the Fund's Board of
Directors, upon request, reasonable documentation of any expenses for which
reimbursement is sought.
Indemnifications
PAGI shall at all times use reasonable care, due diligence and act in good faith
in performing its duties under this Agreement. PAGI shall not be responsible
for, and the Fund shall indemnify and hold PAGI harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability which may be asserted against PAGI or for which PAGI may be held
liable, arising out of or attributable to all actions of PAGI required to be
taken by PAGI pursuant to this Agreement provided that PAGI has acted in good
faith and with due diligence and reasonable care. The Fund shall not be
responsible for, and PAGI shall indemnify and hold harmless the Fund from and
against, any and all losses, damages, costs, charges, counsel fees, payments,
expenses, and liability which any be asserted against the Fund or for which the
Fund may be held liable, arising out of or attributable to all actions of PAGI
required to be taken by PAGI pursuant to this Agreement in which PAGI has not
acted in good faith and with due diligence and reasonable care.
Termination of Agreement
This Agreement shall be in effect for an initial period of ______ years and
thereafter may be terminated by either party upon receipt of 60 days' written
notice.
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.
PILGRIM AMERICA GROUP, INC.
By: ___________________________________
Title:__________________________________
PILGRIM AMERICA MASTERS SERIES, INC.
(On behalf of Pilgrim America Series
Asia-Pacific Equity Fund, Pilgrim America
Masters LargeCap Value Fund and Pilgrim
America Masters MidCap Value Fund)
By:____________________________________
Title:_________________________________
