EXHIBIT d(1)
PILGRIM MAYFLOWER TRUST
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made on this 1st day of September, 2000, by and
between PILGRIM MAYFLOWER TRUST, a Massachusetts business trust, (the "Trust")
and PILGRIM INVESTMENTS, INC., a Delaware business corporation (the "Adviser").
The Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), consisting of the series named on schedule 1 hereto (each "Fund"
and collectively the "Funds"), as such schedule may be revised from time to
time.
The Trust desires to retain the Adviser to render investment
advisory services to the Funds, and the Adviser is willing to render such
investment advisory on the terms set forth below.
The parties agree as follows:
1. The Trust hereby appoints the Adviser to act as investment adviser to
the Trust and the Funds for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to
render the services described, for the compensation provided, in this
Agreement.
2. Subject to the supervision of the Trustees, the Adviser shall manage
the investment operations of the Funds and the composition of each
Fund's portfolio, including the purchase and retention and disposition
of portfolio securities, in accordance with each Fund's investment
objectives, policies and restrictions as stated in the Trust's
Prospectus and Statement of Additional Information (as defined below)
subject to the following understandings:
(a) The Adviser shall provide supervision of each Fund's
investments and determine from time to time what investments
will be made, held or disposed of or what securities will be
purchased and retained, sold or loaned by each Fund, and what
portion of the assets will be invested or held uninvested as
cash.
(b) The Adviser shall use its best judgment in the performance of
its duties under this Agreement.
(c) The Adviser, in the performance of its duties and obligations
under this Agreement, shall (i) act in conformity with the
Declaration of Trust, By- Laws, Prospectus and Statement of
Additional Information of the Trust, with the instructions and
directions of the Trustees and (ii) conform to and comply with
the requirements of the Investment Company Act and all other
applicable federal and state laws and regulations.
(d) (i) The Adviser shall determine the securities to be
purchased or sold by each Fund and will place orders
pursuant to its determinations with or through such
persons, brokers or dealers to carry out the policy with
respect to brokerage as set forth in the Trust's Prospectus
and Statement of Additional Information or as the Trustees
may direct from time to time. In providing each Fund with
investment supervision, the Adviser will give primary
consideration to securing the most favorable price and
efficient execution. The Adviser may also consider the
financial responsibility, research and investment
information and other services and research related
products provided by brokers or dealers who may effect or
be a party to any such transactions or other transactions
to which other clients of the Adviser may be a party. The
Funds recognize that the services and research related
products provided by such brokers may be useful to the
Adviser in connection with its services to other clients.
(ii) When the Adviser deems the purchase or sale of a security
to be in the best interest of a Fund as well as other
clients, the Adviser, to the extent permitted by applicable
laws and regulations, may aggregate the securities to be
sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transactions, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its
fiduciary obligations to each Fund and to such other
clients.
(e) The Adviser shall maintain, or cause to be maintained, all
books and records required under the Investment Company Act to
the extent not maintained by the custodian of the Trust. The
Adviser shall render to the Trustees such periodic and special
reports as the Trustees may reasonably request.
(f) The Adviser shall provide the Trust's custodian on each
business day information relating to all transactions
concerning each Fund's assets.
(g) The investment management services of the Adviser to the Trust
and to each Fund under this Agreement are not to be deemed
exclusive, and the Adviser shall be free to render similar
services to others.
3. The Trust has delivered to the Adviser 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 (such Declaration of
Trust, as in effect on the date hereof and as further amended
from time to time, is herein called the "Declaration of
Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the
"By-Laws");
(c) Certified resolutions of the Trustees authorizing the
appointment of the Adviser and approving this Agreement on
behalf of the Trust and each Fund;
(d) Registration Statement on Form N-1A under the Investment
Company Act and the Securities Act of 1933, as amended from
time to time (the "Registration Statement"), as filed with the
Securities and Exchange Commission (the "Commission"),
relating to the Trust and shares of beneficial interest of
each Fund and all amendments thereto.
(e) Notification of Registration of the Trust under the Investment
Company Act on Form N- 8A as filed with the Commission and all
amendments thereto;
(f) Prospectus and Statement of Additional Information included in
the Registration Statement, as amended from time to time. All
references to this Agreement, the
Prospectus and the Statement of Additional Information shall
be to such documents as most recently amended or supplemented
and in effect.
4. The Adviser 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 Adviser under this Agreement may be
furnished through such directors, officers or employees of the Adviser.
5. The Adviser agrees that all records which it maintains for the Trust
and/or the Funds are property of the Trust and/or the Funds. The
Adviser will surrender promptly to the Trust and/or the Funds any such
records upon either the Trust's or the Fund's request. The Adviser
further agrees to preserve such records for the periods prescribed in
Rule 31a-2 of the Commission under the Investment Company Act.
6. (i) In connection with the services rendered by the Adviser under this
Agreement, the Adviser will pay all of the following expenses:
(a) the salaries and expenses of all personnel of the Trust, the
Funds and the Adviser required to perform the services to be
provided pursuant to this Agreement, except the fees of the
Trustees who are not affiliated persons of the Adviser, and
(b) all expenses incurred by the Adviser, the Trust or by the
Funds in connection the performance of the Adviser's
responsibilities hereunder, other than brokers' commissions
and any issue or transfer taxes chargeable to each respective
Fund in connection with its securities transactions.
7. In the event the expenses of each Fund for any fiscal year (including
the fees payable to the Adviser but excluding interest, taxes,
brokerage commissions, distribution fees and litigation and
indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Fund's business) exceed the lowest
applicable annual expense limitation established pursuant to the
statutes or regulations of any jurisdictions in which shares of each
respective Fund are then qualified for offer and sale, the compensation
due the Adviser will be reduced by the amount of such excess, or, if
such reduction exceeds the compensation payable to the Adviser, the
Adviser will pay each Fund, whose expenses exceed such expense
limitation, the amount of such reduction which exceeds the amount of
such compensation.
8. For the services provided and the expenses assumed pursuant to this
Agreement, each Fund will pay to the Adviser as compensation a at the
rate set forth opposite each Funds' name on Schedule 1 hereto, such fee
to be accrued daily and paid monthly.
9. The Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Adviser nor its officers, directors,
employees or agents or controlling persons shall be liable for any
error or judgment or mistake of law, or for any loss suffered by the
Trust and/or a Fund in connection with or arising out of the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser
in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
10. As to each Fund, this Agreement shall continue until the date set forth
opposite such Fund's name on Schedule 1 hereto (the "Reapproval Date")
and shall continue automatically for successive annual periods ending
on the day of each year set forth opposite the Fund's name
on Schedule 1 hereto (the "Reapproval Day"), provided that such
continuance is specifically approved at least annually by the
affirmative vote of (i) a majority of the Trustees of the Trust acting
separately on behalf of each Fund, who are not interested persons of
the Trust, cast in person at a meeting called for the purpose of voting
on such approval, and (ii) a majority of the Trustees of the Trust or
the holders of a majority of the outstanding voting securities of each
respective Fund; provided however, that this Agreement may be
terminated by the Trust, on behalf of a Fund at any time, without the
payment of any penalty, by the Trustees acting on behalf of a Fund or
by vote of a majority of the outstanding voting securities (as defined
in the Investment Company Act) of a Fund, or by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment provided
that a transaction which does not, under the Investment Company Act,
result in a change of actual control or management of the Adviser's
business shall not be deemed to be an assignment for the purposes of
this Agreement.
11. This agreement shall terminate automatically in the event of its
assignment; the term "assignment" for this purpose shall have the
meaning defined in Section 2(a)(4) of the Investment Company Act of
1940.
12. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Adviser who may also be a Trustee,
officer or employee of the Trust and/or the Funds to engage in any
other business or to devote his time and attention in part to the
management or other aspect of any business, whether of a similar or
dissimilar nature, nor limit or restrict the right of the Adviser to
engage in any other business or to render services of any kind to any
other person or entity.
13. During the term of this Agreement, the Trust and each Fund agrees to
furnish the Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other
material prepared for distribution to shareholders of each Fund or the
public, which refer in any way to the Adviser, prior to use thereof and
not to use such material if the Adviser reasonably objects in writing
within five business days (or such other time as may be mutually
agreed) after receipt. In the event of termination of the Agreement,
the Trust and/or each Fund will continue to furnish to the Adviser such
other information relating to the business affairs of the Trust and/or
each Fund as the Adviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
14. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the
holders of the majority of the outstanding voting securities of each
Fund and (ii) a majority of the members of the Trustees who are not
interested persons of the Trust or the Adviser, cast in person at a
meeting called for the purpose of voting on such approval.
15. The Adviser, the Trust and the Funds each agree that the name "Pilgrim"
is proprietary to, and a property right of, the Adviser. 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 Adviser, 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 Adviser
may request to effect the foregoing.
16. Any notice or other communications required to be given pursuant to
this Agreement shall be deemed to be given if delivered or mailed by
registered mail, postage paid, (1) to the Adviser at 00 X. Xxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: Secretary; or
(2) to the Trust and/or the Funds, 00 X. Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx 00000, Attention: Secretary.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona. The terms "interested person",
"assignment", and "vote of the majority of the outstanding securities"
shall have the meaning set forth in the Investment Company Act.
18. The Declaration of Trust, establishing the Trust, dated August 18,
1993, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Pilgrim
Mayflower 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 first written above.
PILGRIM MAYFLOWER TRUST
By: /s/ [ILLEGIBLE]
--------------------
Senior Vice President
PILGRIM INVESTMENTS INC.
By: /s/ [ILLEGIBLE]
--------------------
Senior Executive Vice President
SCHEDULE 1
ANNUAL FEE AS A
PERCENTAGE OF AVG. DAILY LAST CONTINUED
NAME OF FUND NET ASSETS BY BOARD RE-APPROVAL DAY
------------------------------------------------------------------------------------------------------------------------------------
Pilgrim High Total 0.75 of 1% on first $250 June 13, 2000 September __,2002
Return Fund million; 0.70% on the next
$250 million; 0.65% on the next $250 million; 0.60% on
the next $250 million; and 0.55% on assets in excess of
$1 billion.
Pilgrim Growth + 1.00% June 13, 2000 September __,2002
Value Fund
Pilgrim High Total 0.75% June 13, 2000 September __,2002
Return Fund II
Pilgrim International 1.00% June 13, 2000 September __,2002
Value Fund
Pilgrim Emerging 1.00% June 13, 2000 September __,2002
Markets Value Fund
Pilgrim Research 0.70% June 13, 2000 September __,2002
Enhanced Index
Fund
SCHEDULE 1
ANNUAL FEE AS A
PERCENTAGE OF AVG. DAILY LAST CONTINUED
NAME OF FUND NET ASSETS BY BOARD RE-APPROVAL DAY
--------------------------------------------------------------------------------------------------------
Pilgrim High Total 0.60% for assets of $1 June 13, 2000 September __,2002
Return Fund billion or less, and 0.55% on
assets in excess of $1 billion.
Pilgrim Growth + 1.00% June 13, 2000 September __,2002
Value Fund
Pilgrim High Total 0.60% June 13, 2000 September __,2002
Return Fund II
Pilgrim International 1.00% June 13, 2000 September __,2002
Value Fund
Pilgrim Emerging 1.00% June 13, 2000 September __,2002
Markets Value Fund
Pilgrim Research 0.70% June 13, 2000 September __,2002
Enhanced Index
Fund
AMENDED AND RESTATED SCHEDULE 1
WITH RESPECT TO THE
INVESTMENT MANAGEMENT AGREEMENT
(SEPTEMBER 1, 2000)
BETWEEN
ING MAYFLOWER TRUST
(FORMERLY PILGRIM MAYFLOWER TRUST)
AND
ING INVESTMENTS, LLC
AN ARIZONA LIMITED LIABILITY COMPANY
(SUCCESSOR BY MERGER TO ING PILGRIM INVESTMENTS, LLC,
FORMERLY PILGRIM INVESTMENTS, INC.)
ANNUAL INVESTMENT
-----------------
MANAGEMENT FEE
-------------- LAST CONTINUED/
(as a percentage of average ---------------
FUND daily net assets) APPROVED BY BOARD REAPPROVAL DATE
---- ----------------- ---------------
ING Growth + Value Fund 1.00% July 11, 2002 September 1, 2003
ING International Value Fund 1.00% July 11, 2002 September 1, 2003
