FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT which was made as of the 20th day of October,
1992, amended and restated as of February 17, 1995, April 7, 1995, May 2, 1996,
April, 7, 1997, and February 2, 1999, and as further amended and restated on the
1st day of May, 2000, by and between PILGRIM PRIME RATE TRUST (formerly Pilgrim
America Prime Rate Trust), a Massachusetts Business Trust (hereinafter referred
to as the "Trust"), and PILGRIM GROUP, INC. (formerly Pilgrim America Group,
Inc.), a corporation organized and existing under the laws of Delaware
(hereinafter called the "Administrator").
W I T N E S S E T H:
WHEREAS, the Trust is a closed-end management investment company,
registered as such under the Investment Company Act of 1940; and
WHEREAS, the Trust's name was changed to Pilgrim Prime Rate Trust on
November 16, 1998; and
WHEREAS, the Administrator's name was changed to Pilgrim Group, Inc. on
October 30, 1998; and
WHEREAS, the Administrator is engaged in the business of providing
management and administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Administrator to furnish
management and administrative services to the Trust pursuant to the terms and
provisions of this Agreement, and the Administrator is interested in providing
said services.
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. The Trust hereby employs the Administrator and the Administrator hereby
accepts such employment, to render management and administrative services to the
Trust, subject to the supervision and direction of the Trust's Board of
Trustees. The Administrator shall furnish to the Trust the services of executive
and administrative personnel to supervise the performance of all administrative
functions concerning the operation of the Trust, other than the investment
management function. The Administrator shall, as part of its duties hereunder
(i) monitor the provisions of the loan agreements and any agreements with
respect to participations and assignments and be responsible for recordkeeping
with respect to senior loans in the Trust's portfolio; (ii) administer the
Trust's corporate affairs including preparing and filing all reports required by
the Commonwealth of Massachusetts; (iii) furnish the Trust such office space,
equipment, and personnel as is needed by the Trust; (iv) furnish clerical and
bookkeeping services as are needed by the Trust; (v) prepare and furnish annual
and other reports to shareholders, the Securities and Exchange Commission, the
New York Stock Exchange and to any appropriate governmental body; (vi) prepare
and file any federal, state and local income tax returns as requested by the
Trust; (vii) provide shareholder services as are needed by the Trust; (viii)
permit its officers and employees to serve without compensation as trustees or
officers of the Trust if elected to such positions; and (ix) in general,
supervise the performance of all administrative functions of the Trust, subject
to the ultimate supervision and direction of the Trust's Board of Trustees.
2. The Administrator shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Trust in any way, or
in any way be deemed an agent for the Trust. It is expressly understood and
agreed that the services to be rendered by the Administrator to the Trust under
the provisions of this Agreement are not to be deemed exclusive, and the
Administrator shall be free to render similar or different services to others so
long as its ability to render the services provided for in this Agreement shall
not be impaired thereby.
3. The Administrator agrees to use its best judgment and efforts in
performing the services to the Trust as contemplated hereunder, and for this
purpose the Administrator shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement.
4. In performing the administrative services hereunder, the Administrator
shall at all times comply with the applicable provisions of the Investment
Company Act of 1940 and any other federal or state securities laws.
5. The Administrator shall bear and pay the costs of rendering the services
to be performed by it under this Agreement. Without limiting the generality of
the foregoing, the Administrator shall bear the following expenses: the salaries
and expenses of all personnel of the Trust and the Administrator, except for the
fees and expenses of Trustees not affiliated with the Trust or the
Administrator; costs to prepare information for determination of net asset value
by the Trust's recordkeeping and accounting agent; expenses to maintain the
Trust's books and records that are not maintained by the Trust's Manager,
Custodian or Transfer Agent; costs incurred to assist in the preparation of
financial information for the Trust's income tax returns, proxy statements,
quarterly and annual shareholder reports; expenses to provide shareholder
services in connection with the Trust's dividend reinvestment and cash purchase
plans; expenses to provide shareholder services in preparation of tender offers,
if any, or to shareholders proposing to transfer their shares to a third party;
and all expenses incurred by the Administrator or by the Trust in rendering the
administrative services pursuant to the terms of this Agreement.
6. The Trust shall bear and pay for all other expenses of its operation,
except for those expenses expressly assumed by the Manager to the Trust pursuant
to an Investment Management Agreement between the Manager and the Trust,
including, but not limited to, the fees payable to the Manager; the fees and
expenses of Trustees who are not affiliated with the Manager or the
Administrator; the fees and certain expenses of the Trust's Custodian and
Transfer Agent, including the cost of providing records to the Administrator in
connection with its obligation of maintaining required records of the Trust; the
charges and expenses of the Trust's legal counsel and independent accountants;
commissions and any issue or transfer taxes chargeable to the Trust in
connection with its transactions; all taxes and corporate fees payable by the
Trust to governmental agencies; the fees of any trade association of which the
Trust is a member; the cost of share certificates representing shares of the
Trust; organizational and offering expenses of the Trust and the fees and
expenses involved in registering and maintaining registration of the Trust and
of its shares with the Securities and Exchange Commission, the New York Stock
Exchange and qualifying its shares under applicable state securities laws
including the preparation and printing of the Trust's registration statements
and prospectuses for such purposes; allocable communications expenses, with
respect to investor services and all expenses of stockholders and Trustees'
meetings and of preparing, printing and mailing reports, proxy statements and
prospectuses to stockholders; the cost of insurance; and litigation and
indemnification expenses and extraordinary expenses not incurred in the ordinary
course of the Trust's business.
7. To the extent the Administrator incurs any costs or performs any
services which are an obligation of the Trust, as set forth herein, the Trust
shall promptly reimburse the Administrator for such costs and expenses. To the
extent the services for which the Trust is obligated to pay are performed by the
Administrator, the Administrator shall be entitled to recover from the Trust
only to the extent of its costs for such services.
8. (a) The Trust agrees to pay to the Administrator, and the Administrator
agrees to accept, as full compensation for all administrative services furnished
or provided to the Trust and as full reimbursement for all expenses assumed by
the Administrator, an administration fee computed at the annual rate of 0.25% of
the managed assets of the Trust. For purposes of this Agreement, "managed
assets" shall mean the average daily gross asset value of the Trust, minus the
sum of the Trust's accrued and unpaid dividends on any outstanding Preferred
Shares and accrued liabilities (other than the liabilities for principal amount
of any borrowings incurred, commercial paper or notes issued by the Trust and
the liquidation preference of any outstanding Preferred Shares.)
(b) The administration fee shall be accrued daily by the Trust and
paid to the Administrator at the end of each calendar month.
9. The Administrator agrees that neither it nor any of its officers or
employees shall take any short position in the capital stock of the Trust. This
prohibition shall not prevent the purchase of such shares by any of the officers
and directors or bona fide employees of the Administrator or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof.
10. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Trust Indenture or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust.
11. (a) In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder on the part of the
Administrator, the Administrator shall not be subject to liability to the Trust
or to any shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security by the Trust.
(b) Notwithstanding the foregoing, the Administrator agrees to
reimburse the Trust for any and all costs, expenses, and counsel and Trustees'
fees reasonably incurred by the Trust in the preparation, printing and
distribution of amendments to its registration statement, holding of meetings of
its shareholders or Trustees, the conduct of factual investigations, any legal
or administrative proceedings including any applications for exemptions or
determinations by the Securities and Exchange Commission which the Trust incurs
as the result of action or inaction of the Administrator or any of its
shareholders where the action or inaction necessitating such expenditures (i) is
directly or indirectly related to any transactions or proposed transaction in
the shares or control of the Administrator or its affiliates (or litigation
relates to any pending or proposed future transaction in such shares or control)
which shall have been undertaken without the prior, express approval of the
Trust's Board of Trustees; or (ii) is within the sole control of the
Administrator or any of its affiliates or any of their officers, directors,
employees or shareholders. The Administrator shall not be obligated pursuant to
the provisions of this Subparagraph 11(b), to reimburse the Trust for any
expenditures related to the institution of an administrative proceeding or civil
litigation by the Trust or a Trust shareholder seeking to recover all or a
portion of the proceeds derived by any shareholder of the Administrator or any
of its affiliates from the sale of his shares of the Administrator, or similar
matters. So long as this Agreement is in effect, the Administrator shall pay to
the Trust the amount due for expenses subject to this Subparagraph 11(b) within
thirty (30) days after a xxxx or statement has been received by the Trust
therefor. This provision shall not be deemed to be a waiver of any claim the
Trust may have or may assert against the Administrator or others or costs,
expenses, or damages heretofore incurred by the Trust for costs, expenses, or
damages by the Trust may hereafter incur which are not reimbursable to it
hereunder.
(c) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or the Administrator, from liability in
violation of Section 17(h) and (i) of the Investment Company Act of 1940, as
amended.
12. (a) This Agreement shall become effective at the close of business on
the date hereof and shall continue in effect from year to year thereafter so
long as such continuation is specifically approved at least annually by (i) the
Board of Trustees of the Trust, and (ii) the vote of a majority of the Trustees
of the Trust who are not parties to this Agreement or interested persons
thereof, cast in person at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time, without penalty, by
the Trust by giving 60 days' written notice of such termination to the
Administrator at its principal place of business, or may be terminated at any
time by the Administrator by giving 60 days' written notice of such termination
to the Trust at its principal place of business.
13. 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.
14. This Agreement may be amended only by written instrument signed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
PILGRIM PRIME RATE TRUST
Attest: By:
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Senior Vice President
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Vice President
PILGRIM GROUP, INC.
By:
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Attest: Executive Vice President
and Secretary
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Vice President
