Exhibit (h)(3)
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
As Amended and Restated April 30, 2001
WHEREAS, Pilgrim Variable Products Trust (the "Trust"), on behalf of each
of its series listed on Schedule A hereto, as may be amended from time to time
(the "Funds"), has entered into an Administrative Services Agreement with ING
Pilgrim Group, Inc. (the "Administrator"), pursuant to which the Administrator
renders administrative and other services to the Funds pursuant to an
Administrative Services Agreement dated May 2, 1994, as amended May 1, 1997, as
restated April 30, 2000, (the "Agreement"); and further restated on this 30th
day of April 2001.
WHEREAS, Northstar Administrators Corp., the former Administrator, merged
with and into Pilgrim Group, Inc., effective November 1, 1999.
WHEREAS, the Trust wishes to add eight series (Pilgrim VP Worldwide Growth
Portfolio, Pilgrim VP International SmallCap Growth Portfolio, Pilgrim VP
International Portfolio, Pilgrim VP Emerging Countries Portfolio, Pilgrim VP
Growth & Income Portfolio, Pilgrim VP LargeCap Growth Portfolio; Pilgrim VP
Financial Services Portfolio, and Pilgrim VP Convertible Portfolio) to the Funds
covered by the Agreement and listed on Schedule A to the Agreement; and
WHEREAS, Pilgrim Investments, Inc. (the "Adviser") serves as investment
adviser to the Funds.
NOW, THEREFORE, the Agreement is hereby amended and restated this 30th day
of April, 2001 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 for the filing of the Funds' registration
statement and amendments thereto and other documents as the Securities and
Exchange Commission ("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; (1) maintain
a fidelity bond as required under the Investment Company Act of 1940 (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. 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.
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-IA 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;
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(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 the 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 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.
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,
fees of Trustees of the Trust who are not officers, directors, or employees of
the Adviser or Administrator; Securities and Exchange Commission fees; charges
of custodians and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses; cost of maintenance of the Funds'
existence; including charges of accounting, internal auditing, and pricing of
portfolio securities for the Funds, including the charges an independent pricing
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service; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the shareholders of
the Funds and of the officers or 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 of judgment or mistake of law or for any loss suffered by the Funds or the
Funds' shareholders in connection with the matters 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 ▇▇▇▇ ▇▇▇) 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 objectives and
policies are similar to those of the Funds) and to engage in other activities,
so long as it's 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.
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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
define, 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
the 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 invalid 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 be 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. Notices of any kind to be given to the Trust by the Administrator shall
be in writing and shall be duly given if mailed or delivered to ▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address or to such individual
as shall be specified by the Trust to the Administrator.
(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, dated December
8, 1993, a copy of which, 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 Variable Products 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
PILGRIM VARIABLE PRODUCTS TRUST
By:
-------------------------------------
Senior Vice President
ING PILGRIM GROUP, INC.
By:
-------------------------------------
Senior Vice President
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SCHEDULE A
to the
Amended and Restated Administrative Services Agreement
between
PILGRIM VARIABLE PRODUCTS TRUST
and
ING PILGRIM GROUP, INC.
FUNDS
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Pilgrim VP SmallCap Opportunities Portfolio
Pilgrim VP Growth Opportunities Portfolio
Pilgrim VP Growth + Value Portfolio
Pilgrim VP International Value Portfolio
Pilgrim VP MagnaCap Portfolio
Pilgrim ▇▇ ▇▇▇▇▇▇ Opportunities Portfolio
Pilgrim VP Research Enhanced Index Portfolio
Pilgrim VP High Yield Bond Portfolio
Pilgrim VP Worldwide Growth Portfolio
Pilgrim VP International SmallCap Growth Portfolio
Pilgrim VP International Portfolio
Pilgrim VP Emerging Countries Portfolio
Pilgrim VP Growth & Income Portfolio
Pilgrim VP LargeCap Growth Portfolio
Pilgrim VP Financial Services Portfolio
Pilgrim VP Convertible Portfolio
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