EXHIBIT(h)(6)
PILGRIM EQUITY TRUST
ADMINISTRATIVE SERVICES AGREEMENT
Agreement made the 1st day of August, 1998, restated the 30th day of
April, 2000, and amended on this 9th day of May, 2001 between Pilgrim Equity
Trust (the "Trust") on behalf of Pilgrim MidCap Opportunities Fund and Pilgrim
Principal Protection Fund (each a "Fund," collectively the "Funds"), 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 the Fund is a series of the Trust; and
WHEREAS, ING Pilgrim Investments, LLC (the "Adviser") serves as
investment adviser to the Fund, and the Trust wishes to retain the Administrator
to render administrative and other services to the Fund, and the Administrator
is willing to render such services to the Fund;
WHEREAS, Northstar Administrators Corp., the former Administrator,
merged with and into Pilgrim Group, Inc., effective November 1,1999.
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, as the case may be, the maintenance
by the Adviser or third parties approved by the Trust of 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 Funds 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's registration statement
and amendments thereto and other documents as the Securities
and Exchange Commission (the "Commission") 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 me 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 Statement, 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;
(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 the Funds;
(d) Registration Statement on Form N-lA under the 1940
Act and the Securities Act of 1933, as amended from
time to time (the "Registration Statement"), as filed
with the Commission, relating to the Trust and shares
of beneficial interest of each Funds and all
amendments thereto;
(e) Notification of Registration of the Trust under the
1940 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 Statement 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 the Funds any
such records upon either the Trust's or the Funds' request. The
Administrator further agrees to preserve such records for the periods
prescribed in Rule 31a-2 of the Commission under the 1940 Act.
6.COMPENSATION
In consideration of the services rendered pursuant to Section 2.A. of
this Agreement, each of the Funds will pay the Administrator a fee,
computed and accrued daily and payable monthly, at an annual rate of
0.10% of the Fund's average daily net assets. For the purpose of
determining fees payable to the Administrator, the value of the Funds'
average daily net assets shall be computed at the times and in the
manner specified in the Prospectus and Statement of Additional
Information of the Funds as from time to time in effect.
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;
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 statement of additional information for regulatory
purposes and for distribution to existing shareholders; costs of
shareholders' reports and meeting 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 or judgment or mistake of law or for any loss suffered by
the Funds or the Funds' shareholders in connection with the matter 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 its 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, by vote cast in person at a meeting called for the purpose
of voting such approval. 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.
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 objective 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) Tides or captions of Sections contained in this
Agreement are inserted only as a matter of
convenience and for reference, and in no way defined,
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
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 valid 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.
(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
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Xxxxxx X. Naka, SVP
ING PILGRIM GROUP, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, SVP
