Exhibit (h)(6)
FORM OF
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 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 the Funds;
(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 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.
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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.
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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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, 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
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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:
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ING PILGRIM GROUP, LLC
By:
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