DISTRIBUTION AGREEMENT
AGREEMENT made this ___ day of _________, by and between Pilgrim Variable
Products Trust (the "Trust") and Pilgrim Securities, Inc. ("Distributor"), a
Delaware Corporation.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a diversified open-end investment company and
offers its shares continuously to variable annuity contracts or variable life
insurance policies (the "Accounts") issued by ReliaStar Life Insurance Company,
Northern Life Insurance Company and ReliaStar Life Insurance Company of New
York, and its shares may be sold in the future to separate accounts of other
affiliated or unaffiliated insurance companies; and
WHEREAS, Distributor is registered as a broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc.; and
WHEREAS, the Trust and the Distributor wish to enter into this Agreement
whereby the Distributor will act as the Trust's principal underwriter for the
sale of shares of the Portfolios comprising the Trust to the Accounts;
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR
The Trust hereby appoints the Distributor as the principal underwriter and
distributor of the Trust to sell shares of the Trust's Portfolios to the
Accounts, and the Distributor hereby accepts such appointment.
2. PURCHASE OF SHARES FROM THE TRUST
(a) The Trust herewith engages Distributor to act as exclusive distributor
of the shares of its separate series, and any other series which may be
designated from time to time hereafter ("Portfolios"), named and described on
the Schedule of Portfolios attached hereto and made a part of this Agreement by
reference. Said sales shall be made only to investors eligible to invest in a
registered investment company consistent with such company's serving as an
investment vehicle for variable annuities and variable life insurance company
contracts. Distributor will hold itself available to receive by mail, telex
and/or telephone, orders for the purchase of shares and will accept or reject
such orders on behalf of Trust in accordance with the provisions of Trust's
prospectus, and will be available to transmit such orders as are so accepted to
Trust's transfer agent as promptly as possible for processing at the shares' net
asset value next determined in accordance with the prospectus.
(b) All shares sold by Distributor under this Agreement shall be sold at
the net asset value per share ("Offering Price") determined in the manner
described in Trust's prospectus, as it may be amended from time to time.
3. REDEMPTION OF SHARES BY THE TRUST
(a) Any of the outstanding shares of each Portfolio may be tendered for
redemption at any time, and the Trust agrees to redeem any such shares so
tendered in accordance with the applicable provisions of the Prospectus and
Trust's Declaration of Trust and By-Laws. The redemption price is the net asset
value per share next determined after the initial receipt of proper notice of
redemption.
(b) The right to redeem shares or to receive payment with respect to any
redemption may be suspended only in accordance with applicable law.
4. DUTIES OF THE TRUST
(a) The Trust shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor, may reasonably
request for use in connection with the distribution of the shares of the Trust.
(b) The Trust shall take, from time to time, subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized shares and to register shares under the Securities Act of 1933, as
amended (the "1933 Act"), in order that there will be available for sale at
least the number of shares as investors may reasonably be expected to purchase.
5. DUTIES OF THE DISTRIBUTOR
In selling the shares of the Trust, the Distributor shall use its best
efforts to conform with the requirements of all applicable federal and state
laws and regulations, and the regulations of the National Association of
Securities Dealers, Inc., relating to the sale of such securities. Except as
provided below, the Distributor is not authorized by the Trust to give any
information or make any representations, other than those contained in the
registration statement for the Trust and its shares, the Prospectus, and any
sales literature specifically approved a principal of the Distributor. The
Distributor shall furnish applicable federal and state regulatory authorities
with any information or reports in connection with its services under this
Agreement which such authorities may request in order to ascertain whether the
Trust's operations are being conducted in an manner consistent with any
applicable law or regulations. Nothing contained in this Agreement shall prevent
the Distributor from entering into distribution agreements with other investment
companies. The Distributor shall be without liability to the Trust for any
action taken or omitted by it in good faith without negligence.
6. ALLOCATION OF EXPENSES
(a) The Trust will pay the following expenses in connection with the sales
and distribution of shares of the Portfolios.
2
(i) expenses pertaining to the preparation of our audited and
certified financial statements to be included in any amendments ("Amendments")
to the Trust's Registration Statement under the 1933 Act, including the
Prospectus and Statement of Additional Information included therein;
(ii) expenses pertaining to the preparation, printing, and
distribution of any reports or communications, including Prospectus and
Statement of Additional Information, which are sent to existing shareholders of
the Trust;
(iii) filing and other fees to federal and state securities regulatory
authorities necessary to register and maintain registration of the shares; and
(iv) expenses of the [Trust's administrator], including all costs and
expenses in connection with the issuance, transfer and registration of the
shares, including but not limited to any taxes and other governmental charges in
connection therewith.
(b) The Distributor will pay the following expenses:
(i) expenses of printing additional copies of the Prospectus and
Statement of Additional Information and any Amendments or supplements thereto
which are necessary to continue to offer shares of the Trust's Portfolios to the
public;
(ii) expenses pertaining to the printing of additional copies, for use
by the Distributor as sales literature, of reports or other communications which
have been prepared for distribution to existing shareholders of the Trust or
incurred by the Distributor in advertising, promoting and selling our shares to
the public.
7. RECORDS
All records maintained by the Distributor in connection with this Agreement
shall be the property of the Trust and shall be returned to the Trust upon
termination of this Agreement, free from any claims or retention of rights by
the Distributor. The Distributor shall keep confidential any information
obtained pursuant to this Agreement and shall disclose such information, only if
the Trust has authorized such disclosure, or if such disclosure is expressly
required by applicable federal or state regulatory authorities.
8. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective on the date first written above or on
such later date approved by the Company's Board of Trustees, including a
majority of those Trustees who are not parties to this Agreement or interested
persons (as such term is defined in the 1940 Act) thereof. Unless terminated as
provided herein, the Agreement shall continue in full force and effect for two
(2) years from the effective date of this Agreement, and shall continue in
effect from year to year thereafter for successive one (1) year periods if
approved at least annually (i) by a vote of a majority of the outstanding voting
securities of the Portfolios or by a vote of the Trustees of the Trust, and (ii)
3
by a vote of a majority of the Trustees of the Trust who are not interested
persons or parties to this Agreement (other than as Trustees of the Trust), cast
in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time without penalty on at least
sixty days notice by the Trust's Board of Trustees or by a majority vote of its
shareholders, with respect to any Portfolio by a majority vote of the
shareholders of the capital stock of such Portfolio, or by Distributor on sixty
days notice.
This Agreement shall terminate automatically in the event of its
assignment.
9. MISCELLANEOUS
This Agreement shall be subject to the laws of the State of Massachusetts
and shall be interpreted and construed to further and promote the operation of
the Trust as an open-end investment company. As used herein, the terms "Net
Asset Value," "Investment Company," "Open-End Investment Company," "Assignment,"
"Principal Underwriter," "Interested Person," and "Majority of the Outstanding
Voting Securities," shall have the meanings set forth in the 1933 Act and the
1940 Act, as applicable, and the rules and regulations promulgated thereunder.
10. LIABILITY
Nothing contained herein shall be deemed to protect the Distributor against
any liability to the Trust or its shareholders to which the Distributor would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Distributor's duties hereunder, or by
reason of the Distributor's reckless disregard of its obligations and duties
hereunder.
PILGRIM VARIABLE PRODUCTS TRUST
By:
-------------------------------------
[Name]
[Title]
PILGRIM SECURITIES, INC.
By:
-------------------------------------
[Name]
[Title]
4
SCHEDULE OF PORTFOLIOS
WITH RESPECT TO THE
DISTRIBUTION AGREEMENT
BETWEEN
PILGRIM VARIABLE PRODUCTS TRUST AND PILGRIM SECURITIES, INC.
Portfolios
----------
Pilgrim VP MagnaCap Portfolio
Pilgrim VP Research Enhanced Index Portfolio
Pilgrim VP Growth Opportunities Portfolio
Pilgrim ▇▇ ▇▇▇▇▇▇ Opportunities Portfolio
Pilgrim VP Growth + Value Portfolio
Pilgrim VP SmallCap Opportunities Portfolio
Pilgrim VP International Value Portfolio
Pilgrim VP High Yield Bond Portfolio