EXHIBIT (h)(4)
PILGRIM MAYFLOWER TRUST
ADMINISTRATIVE SERVICES AGREEMENT
AS RESTATED APRIL 30, 2000
Agreement made the 8th day of November, 1993, and amended and restated
on the 16th day of December 1998, and further restated on this 30th day of April
2000, between Pilgrim Mayflower Trust (the "Trust") on behalf of Pilgrim High
Total Return Fund, Pilgrim Growth + Value Fund, Pilgrim High Total Return Fund
II, Pilgrim International Value Fund, Pilgrim Emerging Markets Value Fund and
Pilgrim Research Enhanced Index Fund (each a "Fund," collectively the "Funds"),
and Pilgrim Group, Inc. (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 Funds are series of the Trust; and
Whereas, Pilgrim Investments, Inc. (the "Adviser") serves as investment
adviser to the Funds, and the Trust wishes to retain the Administrator to render
administrative and other services to the Funds, and the Administrator is willing
to render such services to the Funds;
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 Fund 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' 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 the 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 each Fund;
(d) Registration Statement on Form N-1A 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 Fund 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) 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 Fund's 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, the Funds will pay the Administrator a fee, computed
and accrued daily and payable monthly, at an annual rate of 0.10% of
each Fund's average daily net assets. For the purpose of determining
fees payable to the Administrator, the value of a Fund's 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 Fund
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 a Fund, 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 their 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) Titles 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
Connecticut.
(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 00 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxx 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 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 set forth
above.
PILGRIM MAYFLOWER TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Senior Vice President
PILGRIM GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
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Executive Vice President
