Exhibit 2(h)(ii)
ING PILGRIM SECURITIES, INC.
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FINANCIAL INSTITUTION SELLING GROUP AGREEMENT
--------------------------------------------------------------------------------
We are a party to certain principal underwriting agreements with each of
the Funds in the ING Pilgrim Group of Funds (hereinafter referred to as the
"Funds") under which we serve as exclusive agent for the Funds for the sale of
their shares of common stock or beneficial interest, as the case may be
("Shares"). The Funds and Share classes are listed on Schedule A hereto which we
may amend from time to time. You have indicated that you wish to act as agent
for your Customers in connection with the purchase, sale and redemption of
Shares of those Funds which are qualified for sale in the states in which you
have branch offices. We agree to honor your request, subject to the terms set
forth below.
1. (a) You represent and warrant to ING Pilgrim Securities, Inc. ("IPSI")
that you are a "bank" as defined in Section 3(a)(6) of the Securities Exchange
Act of 1934 , as amended, (the "1934 Act") (or other financial institution) and
not otherwise required to register as a broker or dealer under the 1934 Act or
any state laws. You agree to abide by the laws, rules and regulations of those
state and federal banking, or any other requlatory, authorities with appropriate
jurisdiction over you, especially those regulations dealing with your activities
as described under this Agreement. You further agree to abide by the provisions
of the Investment Company Act of 1940, as amended, the Securities Act of 1933,
as amended, the 1934 Act, and all applicable rules and regulations of the
Securities and Exchange Commission ("SEC") and the National Association of
Securities Dealers ("NASD"), including, without limitation, the NASD Conduct
Rules, whether or not you are a broker or dealer subject to the jurisdiction of
the SEC and the NASD. Because you will be the only entity having a direct
relationship with any Customers in connection with securities purchases
hereunder, you will be responsible in that relationship for ensuring compliance
with all laws, rules and regulations as agreed above.
(b) You confirm that you are not in violation of any banking law, rule
or regulation as to which you are the subject and that the transactions
contemplated under this Agreement will not result in any violations of any
banking law, rule or regulation. You agree to notify IPSI immediately of any
action by or communication from state or federal banking authorities, state
securities authorities, the SEC, or any other party which may affect your status
as a bank, or which may otherwise affect in any material way your ability to act
in accordance with the terms of the Agreement. Any action or decision of any of
the foregoing regulatory authorities or any court of appropriate jurisdiction
which affects your ability to act in accordance with the terms of this
agreement, including the loss of your exemption from registration as a broker or
dealer, will terminate this Agreement effective upon IPSI's written notice of
termination to you.
2. In connection with all sales of Shares to your Customers you shall act
as agent for your Customers, and in no transaction shall you have any authority,
nor shall you hold yourself out as having any authority, to act as agent for any
Fund or for us. You shall be responsible for opening, approving and monitoring
Customers' accounts. You shall also be responsible for any and all credit that
you may extend to Customers, to the extent such extension of credit is permitted
under applicable rules and regulations, and for compliance with all regulatory
requirements respecting such extension of such credit. You shall also be
responsible for safeguarding Customers' funds and securities. All Shares will be
held in book-entry form on the books of the Funds on behalf of your Customers,
unless other instructions have been received. At no time will we have custody of
any Customer's funds or securities.
3. In connection with all sales of Shares to your Customers you shall
deliver or cause to be delivered to such Customer, at or prior to the time of
such purchase, a copy of the then-current Prospectus of the applicable Fund. You
hereby represent that you understand your obligation to deliver a Prospectus to
Customers who purchase Shares pursuant to federal securities laws and you have
taken all necessary steps to comply with such prospectus delivery requirements.
4. The Customers are, for all purposes, your Customers and not Customers of
IPSI. In receiving orders from you, on behalf of your Customers who purchase
Shares, IPSI is not, and shall not be deemed to be, soliciting Customers. IPSI
has no responsibility for determining whether a Fund, and which class of that
Fund's Shares, is a suitable investment for your Customers. This responsibility
is solely yours and you shall at all times use such care and diligence as may be
reasonably necessary to assure that the Shares are suitable investments for the
Customers, including, at a minimum, determining each Customers' financial and
tax status and investment objectives, as well as such other information that may
be useful or reasonable in making investment recommendations to a particular
Customer.
5. You will maintain all required books and records with respect to your
securities business, your Customers and their transactions. You acknowledge that
the responsibility for maintenance of such books and records is your
responsibility and not that of IPSI.
6. It is hereby understood that in all cases in which you place orders with
us for the purchase and sale of Shares (a) you are acting solely as agent for
the Customer; (b) the transactions are without recourse against you by the
Customer; (c) as between you and the Customer, the Customer will have full
beneficial ownership of the securities; (d) each such transaction is initiated
solely upon the order of the Customer; (e) we shall execute transactions only
upon receiving instructions from you acting as agent for the Customer or upon
receiving instructions directly from the Customer; and (f) each such transaction
is for the account of the Customer and not for your account.
7. You agree that you will fulfill all regulatory requirements to supervise
the activities of each of your employees, representatives and associated persons
in a manner reasonably designed to achieve compliance with applicable securities
and banking laws, rules and regulations. You further agree that responsibility
for proper supervision shall rest with you and IPSI shall have no responsibility
in this regard.
8. Orders authorized by and received from you will be accepted by us only
at the regular public offering price applicable to each order, as established by
the then current Prospectus of the appropriate Fund, subject to the discounts
defined in such Prospectus. Following receipt from you of any order to purchase
Shares for the account of a Customer, we shall confirm such order to you in
writing. You shall be responsible for sending your Customer a written
confirmation of the order with a copy of the appropriate Fund's current
Prospectus. All orders are subject to acceptance or rejection by us in our sole
discretion. Unless other instructions have been given, the Funds' transfer agent
will be responsible for preparing and mailing all periodic statements of
ownership to your Customers and/or updates showing a Customer's account balance.
9. The offering Prospectuses of the Funds and this Agreement set forth the
terms applicable to sales of Shares of the Funds through you and all other
representations or documents are subordinate. This Agreement is in all respects
subject to statements regarding the sale and repurchase or redemption of Shares
made in offering Prospectuses of the respective Funds, which in the event of any
inconsistency between this Agreement and such Prospectuses shall control.
10. Any sales charges and dealers' concessions will be as set forth in the
current Prospectus of each Fund. For each order for Shares accepted by us, you
will be entitled to receive the applicable commission as set forth in the
respective Prospectuses. All commissions or concessions set forth in the Funds'
Prospectuses are subject to change by us without notice and will comply with any
changes in regulatory requirements.
11. We are also authorized to pay you continuing service fees, with respect
to the Shares of all the Funds, to compensate you for providing certain services
for your clients such as processing purchase and redemption transactions,
establishing shareholder accounts and providing certain information and
assistance with respect to the Funds, provided you meet certain service-related
criteria and have executed a "Service Agreement" which is available from us upon
request.
2
12. Where payment is due hereunder, we agree to send payment for
concessions and securities to your address as it appears on our records. You
must notify us of address changes and promptly negotiate such payments. Any such
payments that remain outstanding for 12 months shall be void and the obligation
represented thereby shall be extinguished.
13. With respect to Funds which impose a Contingent Deferred Sales Charge
("CDSC"), we agree to compensate you at a specified rate as disclosed in each
Fund's current Prospectus on purchase payments only for those shares which are
subject to the CDSC at the time of investment. We reserve the right to reclaim
any commission payment from you if we later determine a CDSC waiver (as
described in the Prospectus) applied at the time of investment. We reserve the
right to modify any CDSC waiver at any time. We will promptly notify each member
of the Financial Institution Selling Group of any modification thereto.
14. Any order by you for the purchase of Shares of the respective Funds
through us shall be accepted at the time when it is received by us, and at the
offering and sale price next determined, unless rejected by us or the respective
Funds. In addition to the right to reject any order, the Funds have reserved the
right to withhold Shares from sale temporarily or permanently. We will not
accept any order from you which is placed on a conditional basis or subject to
any delay or contingency prior to execution. The procedure relating to the
handling of orders shall be subject to instructions which we shall provide to
you from time to time. The Shares purchased will be issued by the respective
Funds only against receipt of the purchase price, in collected funds subject to
deduction of all commissions on such sale. Payment for Shares ordered from us
may be in the form of a check, Federal Funds wire transfer or any clearinghouse
agency that we may designate from time to time. Payment shall be made within
three (3) business days after our acceptance of the order placed on behalf of
your Customer, or such shorter time period as may be required by law. If payment
for the Shares purchased is not received within such time period, we reserve the
right to cancel the sale or, at our option, to sell Shares to the Fund at the
then prevailing net asset value. In this event, you agree to be responsible for
any loss, expense, liability or damage suffered by us and/or the respective
Funds resulting from your delay or failure to make payment as aforesaid.
15. You are obliged to date and time stamp all orders received by you and
promptly transmit all orders to us in time to provide for processing at the
price next determined after receipt of each order, in accordance with the
Prospectuses. You are not to withhold placing with us orders received from any
Customers for the purchase of Shares so as to profit yourself as a result of
such withholding. You shall not purchase Shares through us except for the
purpose of covering purchase orders already received from your Customers.
16. You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your Customers for
purchases, exchanges or redemptions.
17. If your Customer's account is established without your Customer signing
the application form, you represent that the instructions relating to the
registration (including the Customer's tax identification number) and selected
options furnished to the Fund (whether on the application form, in some other
document, or orally) are in accordance with the Customer's instructions.
18. If any Share is repurchased by any of the respective Funds or is
tendered thereto for redemption within seven (7) business days after
confirmation by us of the original purchase order from you for such security you
shall forthwith refund to us the full commissions paid to you on the original
sale.
19. You shall not, if acting as principal, purchase any Share of any of the
respective Funds from a record holder at a price lower than the net asset value
next determined by or for the respective Funds' Shares. You shall, however, be
permitted to sell any Shares for the account of a shareholder of the respective
Funds at the net asset value less any applicable CDSC currently quoted by or for
the respective Funds' Shares, and may charge a fair service fee for handling the
transaction provided you disclose the fee to the record owner.
3
20. We shall furnish to you without charge reasonable quantities of
offering Prospectuses, with any supplements currently in effect, Statements of
Additional Information, copies of current shareholder reports of the respective
Funds, and sales materials issued by us from time to time. You shall deliver
copies of current shareholder reports, Prospectuses and any supplements to those
of your Customers whose Shares are held in nominee name on the books of the
Funds. In the purchase of Shares through us, you are entitled to rely only on
the information contained in the offering Prospectus(es). You may not publish
any advertisement or distribute sales literature or other written material to
the public which makes reference to us or any of the Funds (except material
which we furnished to you) without our prior written approval.
21. You agree that you shall make no representations concerning Shares of
any Fund except those contained in the applicable current Prospectus, Statement
of Additional Information, and printed information subsequently issued by the
appropriate Fund or by us as information supplemental to such Prospectus. You
agree that you will not make Shares available to your Customers except under
circumstances that will result in compliance with applicable Federal and State
securities and banking laws.
22. Shares sold hereunder shall be available in book-entry form on the
books of the Funds' transfer agent unless otherwise determined by the
appropriate Fund or by us.
23. You shall make available Shares of the respective Funds only through
us. In no transaction (whether of purchase or sale) shall you have any authority
to act as agent for, partner of, or participant in a joint venture with us or
with the respective Funds or any other entity having either a Selling Group
Agreement or other agreement with us.
24. All sales will be made subject to our receipt of Shares from the
appropriate Fund. We reserve the right, in our discretion, without notice, to
modify, suspend or withdraw entirely the offering of any Shares and, upon
notice, to change the sales charge or discount or to modify, cancel or change
the terms of this Agreement. You agree that any order to purchase Shares of the
Funds placed by you after any notice of amendment to this Agreement has been
sent to you shall constitute your agreement to any such amendment.
25. Sales and exchanges of Shares may only be made in those states and
jurisdictions where Shares are registered or qualified for sale to the public.
We agree to advise you currently of the identity of those states and
jurisdictions in which the Shares are registered or qualified for sale, and you
agree to indemnify us and/or the Funds for any claim, liability, expense or loss
in any way arising out of sale of Shares in any state or jurisdiction not
identified by us as a state or jurisdiction in which such Shares are so
registered or qualified. We agree to indemnify you for any claim, liability,
expense or loss attributable to Shares not being registered or qualified in any
state or jurisdiction identified by us as a state or jurisdiction in which such
Shares are currently registered or qualified.
26. We act solely as agent for the Funds, and are not responsible for
qualifying the Funds or their Shares for sale in any state or jurisdiction. We
also are not responsible for the issuance, form, validity, enforceability or
value of the Shares.
27. You agree that all of your activities shall be conducted in accordance
with the Interagency Statement on Retail Sales of Non Deposit Investment
Products, dated February 15, 1994, and any subsequent amendment thereto or
superseding rules and regulations.
28. Either of us, upon request of the other party, shall provide the other
party with data or documents needed by the requesting party to carry out all
allocated functions herein.
29. Each of us shall cooperate with all appropriate governmental or self
regulatory authorities (including without limitation the SEC, NASD and state
securities regulators) and shall permit such authorities reasonable access to
books and records in connection with any inspection, inquiry or investigation
relating to this Agreement or the transactions contemplated thereby.
4
30. Each of us shall indemnify and hold harmless the other from and against
any and all losses, claims, liabilities, expenses and damages (including any and
all investigative, legal and other expenses reasonably incurred in connection
with, and any amount paid in settlement of, any investigation, claim, action,
suit or proceeding, whether judicial, regulatory or private) to which a party
may become subject as a result of any breach or default by the other party of
any representation, warranty, covenant or other obligation set forth in this
Agreement. In the event either of us is entitled to indemnification under this
Section 30 or any other provision of this Agreement, the indemnified party shall
be entitled to engage counsel of the indemnified party's choice to represent it
in all matters, and the indemnifying party shall upon request promptly advance
all expenses incurred by the indemnified party with respect to any indemnified
matter.
31. Either of us may cancel this Agreement at any time by written notice to
the other.
32. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona, without giving effect to the choice of law
principles thereof. Jurisdiction and venue over any legal action brought
hereunder shall reside exclusively in Phoenix, Arizona, and each party
irrevocably submits to the jurisdiction of any state or federal court sitting in
the City of Phoenix.
33. In the event that any action, suit, arbitration or other proceeding is
instituted concerning or arising out of this Agreement, the prevailing party
shall recover all of such party's costs and attorneys' fees incurred in each and
every such action, suit, arbitration or other proceeding, including any and all
appeals or petitions therefrom.
34. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be or become prohibited or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
35. This Agreement contains the entire understanding among the parties with
respect to the subject matter hereof and supersedes any prior or contemporaneous
written or oral understandings and agreements among them regarding the subject
matter of this Agreement. Except for those modifications described herein which
shall be effective upon your delivery of an order for Shares following notice by
us to you of a modification in the terms of this Agreement, this Agreement may
not be amended except pursuant to a writing signed by the parties hereto. No
failure or delay in exercising any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right.
36. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
37. The names of your Customers shall remain your sole property and shall
not be used by us for any purpose except for regulatory, servicing and
informational mailings in the normal course of business.
5
This Agreement and the terms and provisions thereof shall become effective upon
our receipt of a signed copy.
If the foregoing accurately reflects your understanding with respect to the
subject matter of this Agreement, please execute this Agreement in duplicate and
return one of the originals to us for our file.
Accepted this ________ day of _____________________, 2000 by:
___________________________________ ____________________________________
Name of Institution Authorized Officer Signature
Address: Print Name & Title of Officer:
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________
Accepted on behalf of ING Pilgrim Securities, Inc. by:
______________________________________
Signature
______________________________________
Print Name and Title
6
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
PILGRIM MAGNACAP FUND
CLASS A 019 72142U 10 1 PMCFX
CLASS B 219 72142U 20 0 PMGBX
CLASS C 132 72142U 42 4 *
CLASS M 319 72142U 30 9 PMCMX
CLASS Q 1856 72142U 38 2 *
PILGRIM HIGH YIELD FUND
CLASS A 018 72142U 40 8 PIHYX
CLASS B 218 72142U 50 7 PIHBX
CLASS C 130 72142U 41 6 *
CLASS M 318 72142U 60 6 PIHMX
CLASS Q 131 72142U 39 0 *
PILGRIM GOVERNMENT SECURITIES INCOME FUND
CLASS A 074 720902 10 5 PGMAX
CLASS B 274 720902 20 4 PGBMX
CLASS C 133 720902 40 2 *
CLASS M 374 720902 30 3 PGMMX
CLASS Q 1853 720902 50 1 *
CLASS T 1862 720902 60 0 PGMTX
PILGRIM ASIA-PACIFIC EQUITY FUND
CLASS A 106 72142Q 70 4 PMAAX
CLASS B 107 72142Q 80 3 PMBBX
CLASS M 108 72142Q 88 6 PMAMX
PILGRIM MIDCAP VALUE FUND
CLASS A 116 72142Q 40 7 PMVAX
CLASS B 117 72142Q 50 6 PMVBX
CLASS C 134 72142Q 87 8 *
CLASS M 118 72142Q 60 5 PMVMX
CLASS Q 1854 72142Q 85 2 *
PILGRIM LARGECAP LEADERS FUND
CLASS A 136 72142Q 10 0 PLVAX
CLASS B 137 72142Q 20 9 PLVBX
CLASS C 135 72142Q 86 0 *
CLASS M 138 72142Q 30 8 PLVMX
CLASS Q 1855 72142Q 84 5 *
PILGRIM BANK AND THRIFT FUND
CLASS A 111 72142V 10 9 PBTAX
CLASS B 112 72142V 20 8 PBTBX
PILGRIM MONEY MARKET FUND
CLASS A 1852 72146E 46 7 *
CLASS B 1644 72146E 48 3 *
CLASS C 1645 72146E 47 5 *
PILGRIM SMALL CAP GROWTH FUND
CLASS A 1611 72146E 53 3 NAEGX
CLASS B 1610 72146E 52 5 NAEBX
CLASS C 1609 72146E 51 7 NAECX
CLASS Q 1608 72146E 49 1 NAEQX
----------
* NASDAQ Symbol Pending
1
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
PILGRIM MID CAP GROWTH FUND
CLASS A 1623 72146E 57 4 NCGAX
CLASS B 1622 72146E 56 6 NCGBX
CLASS C 1621 72146E 55 8 NCGCX
CLASS Q 1620 72146E 54 1 NCGQX
PILGRIM LARGE CAP GROWTH FUND
CLASS A 1603 72146E 62 4 NLCAX
CLASS B 1602 72146E 61 6 NLCBX
CLASS C 1601 72146E 59 0 NLCCX
CLASS Q 1600 72146E 58 2 NLCQX
PILGRIM CONVERTIBLE FUND
CLASS A 1635 72146E 66 5 NIGAX
CLASS B 1634 72146E 65 7 NANBX
CLASS C 1633 72146E 64 0 NIGCX
CLASS Q 1632 72146E 63 2 NAIQX
PILGRIM EMERGING COUNTRIES FUND
CLASS A 1607 72146E 75 6 NECAX
CLASS B 1606 72146E 74 9 NACBX
CLASS C 1605 72146E 73 1 NAEMX
CLASS Q 1604 72146E 72 3 NACQX
PILGRIM WORLDWIDE GROWTH FUND
CLASS A 1631 72146E 50 9 NAWGX
CLASS B 1630 72146E 60 8 NAWBX
CLASS C 1629 72146E 70 7 NAWCX
CLASS Q 1628 72146E 80 6 NAWQX
PILGRIM INTERNATIONAL SMALL CAP GROWTH FUND
CLASS A 1643 72146E 88 9 NIGRX
CLASS B 1642 72146E 87 1 NAPBX
CLASS C 1641 72146E 86 3 NARCX
CLASS Q 1640 72146E 85 5 NAGUX
PILGRIM INTERNATIONAL CORE GROWTH FUND
CLASS A 1615 72146E 84 8 NACAX
CLASS B 1614 72146E 83 0 NIGBX
CLASS C 1613 72146E 82 2 PICCX
CLASS Q 1612 72146E 81 4 PICQX
PILGRIM HIGH YIELD FUND II
CLASS A 1619 72146E 10 3 NHYFX
CLASS B 1618 72146E 20 2 NAHBX
CLASS C 1617 72146E 30 1 NAHCX
CLASS Q 1616 72146E 40 0 *
CLASS T 1863 72146E 45 9 NAHTX
PILGRIM BALANCED FUND
CLASS A 1639 72146E 71 5 NABGX
CLASS B 1638 72146E 69 9 NABBX
CLASS C 1637 72146E 68 1 NABCX
CLASS Q 1636 72146E 67 3 NABQX
CLASS T 1864 72146E 44 2 NCGTX
----------
* NASDAQ Symbol Pending
2
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
PILGRIM STRATEGIC INCOME FUND
CLASS A 1627 72146E 79 8 NGIAX
CLASS B 1626 72146E 78 0 NAGOX
CLASS C 1625 72146E 77 2 NGICX
CLASS Q 1624 72146E 76 4 NAQUX
PILGRIM GROWTH OPPORTUNITIES FUND
CLASS A 1818 721447 10 0 NGRAX
CLASS B 1819 721447 20 9 NGRBX
CLASS C 1820 721447 30 8 NGRCX
CLASS Q 1857 721447 60 5 *
CLASS T 1822 721447 40 7 ADGRX
PILGRIM SMALLCAP OPPORTUNITIES FUND
(Closed to New Investors February 29, 2000)
CLASS A 1823 72146K 10 9 NSPAX
CLASS B 1824 72146K 20 8 NSPBX
CLASS C 1825 72146K 30 7 NSPCX
CLASS Q 1860 72146K 60 4 *
CLASS T 1827 72146K 40 6 ADSPX
PILGRIM EMERGING MARKETS VALUE FUND
CLASS A 1841 721462 10 9 NAEFX
CLASS B 1842 721462 20 8 NBEFX
CLASS C 1843 721462 30 7 NCEFX
PILGRIM GROWTH + VALUE FUND
CLASS A 1832 721462 40 6 NSGVX
CLASS B 1833 721462 50 5 NBGVX
CLASS C 1834 721462 60 4 NCGVX
CLASS Q 1859 721462 72 9 *
PILGRIM HIGH TOTAL RETURN FUND II
CLASS A 1838 721462 87 7 NTRAX
CLASS B 1839 721462 86 9 NTRBX
CLASS C 1840 721462 85 1 NTRCX
PILGRIM HIGH TOTAL RETURN FUND
CLASS A 1803 721462 70 3 NNHBX
CLASS B 1804 721462 80 2 NBHYX
CLASS C 1805 721462 88 5 NCHYX
PILGRIM INTERNATIONAL VALUE FUND
CLASS A 1835 721462 81 0 NIVAX
CLASS B 1836 721462 79 4 NIVBX
CLASS C 1837 721462 78 6 NIVCX
CLASS Q 1865 721462 69 5 *
PILGRIM RESEARCH ENHANCED INDEX FUND
CLASS A 1848 721462 76 0 NREIX
CLASS B 1849 721462 75 2 NBEIX
CLASS C 1850 721462 74 5 NEICX
CLASS Q 1861 721462 71 1 *
----------
* NASDAQ Symbol Pending
3
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
PILGRIM MIDCAP OPPORTUNITIES FUND
CLASS A 1844 72143G 10 1 NMCAX
CLASS B 1845 72143G 20 0 NMCBX
CLASS C 1846 72143G 30 9 NMCCX
CLASS Q 1858 72143G 50 7 *
PILGRIM GLOBAL INCOME FUND
CLASS A 1759 721444 10 7 LEBDX
CLASS B 1760 721444 20 6 *
CLASS C 1761 721444 30 5 *
CLASS Q 1762 721444 40 4 *
PILGRIM GROWTH & INCOME FUND
CLASS A 1765 72144Q 10 8 LEXRX
CLASS B 1766 72144Q 20 7 *
CLASS C 1767 72144Q 30 6 *
CLASS Q 1768 72144Q 40 5 *
PILGRIM INTERNATIONAL FUND
CLASS A 1773 721453 10 8 LEXIX
CLASS B 1774 721453 20 7 *
CLASS C 1775 721453 30 6 *
CLASS Q 1776 721453 40 5 *
PILGRIM SMALLCAP ASIA GROWTH FUND
CLASS A 1777 72147B 10 8 LXCAX
CLASS B 1778 72147B 20 7 *
PILGRIM CORPORATE LEADERS TRUST FUND
CLASS A 1751 72143U 10 0 LEXCX
PILGRIM GLOBAL CORPORATE LEADERS FUND
CLASS A 1752 721443 10 9 LXGLX
PILGRIM GLOBAL TECHNOLOGY FUND
CLASS A 1770 72144W 10 5 *
PILGRIM GNMA INCOME FUND
CLASS A 1755 72144U 10 9 LEXNX
CLASS B 1756 72144U 20 8 *
CLASS C 1757 72144U 30 7 *
CLASS Q 1758 72144U 40 6 *
PILGRIM GOLD FUND
CLASS A 1753 72144V 10 7 LEXMX
PILGRIM SILVER FUND
CLASS A 1750 72147A 10 0 STSLX
PILGRIM TROIKA DIALOG RUSSIA FUND
CLASS A 1780 72147C 10 6 LETRX
PILGRIM WORLWIDE EMERGING MARKETS FUND
CLASS A 1754 721466 10 0 LEXGX
LEXINGTON MONEY MARKET TRUST
CLASS A 113 529428 10 4 LMMXX
----------
* NASDAQ Symbol Pending
4
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
ING FOCUS FUND
CLASS A 1166 45683U 23 5 IFFAX
CLASS B 1167 45683U 22 7 *
CLASS C 1168 45683U 21 9 *
ING GROWTH AND INCOME FUND
CLASS A 1124 45683U 62 3 IGIFX
CLASS B 1125 45683U 61 5 *
CLASS C 1126 45683U 59 9 *
ING INTERNET FUND
CLASS A 1132 45683V 20 9 INGAX
CLASS B 1133 45683V 30 8 INGBX
CLASS C 1134 45683V 40 7 INICX
ING LARGECAP GROWTH FUND
CLASS A 1119 45683U 66 4 ILCGX
CLASS B 1120 45683U 65 6 *
CLASS C 1121 45683U 64 9 *
ING MIDCAP GROWTH FUND
CLASS A 1128 45683U 57 3 IMCGX
CLASS B 1129 45683U 56 5 *
CLASS C 1130 45683U 55 7 *
ING SMALLCAP GROWTH FUND
CLASS A 1137 45683U 53 2 ISCGX
CLASS B 1138 45683U 52 4 *
CLASS C 1139 45683U 51 6 *
ING TAX EFFICIENT EQUITY FUND
CLASS A 1162 45683U 27 6 ITEAX
CLASS B 1163 45683U 26 8 *
CLASS C 1164 45683U 25 0 *
ING EMERGING MARKETS EQUITY FUND
CLASS A 1154 45683U 36 7 *
CLASS B 1155 45683U 35 9 *
CLASS C 1156 45683U 34 2 *
ING EUROPEAN EQUITY FUND
CLASS A 1158 45683U 32 6 IEEAX
CLASS B 1159 45683U 31 8 *
CLASS C 1160 45683U 29 2 *
ING GLOBAL BRAND NAMES FUND
CLASS A 1145 45683U 45 8 IGBAX
CLASS B 1146 45683U 44 1 *
CLASS C 1147 45683U 43 3 *
ING GLOBAL COMMUNICATIONS FUND
CLASS A 1141 45683V 66 2 IGCAX
CLASS B 1142 45683V 67 0 IGCBX
CLASS C 1143 45683V 68 8 *
----------
* NASDAQ Symbol Pending
5
APPENDIX "A"
TO SELLING GROUP AGREEMENT
PILGRIM FUNDS
EFFECTIVE 11/01/00
NASDAQ
FUND DST # CUSIP # SYMBOL
---- ----- ------- ------
ING GLOBAL INFORMATION TECHNOLOGY FUND
CLASS A 1170 45683U 18 5 IITAX
CLASS B 1171 45683U 17 7 INTBX
CLASS C 1172 45683U 16 9 IITCX
ING INTERNATIONAL EQUITY FUND
CLASS A 1149 45683U 41 7 IIEAX
CLASS B 1150 45683U 39 1 *
CLASS C 1151 45683U 38 3 *
ING HIGH YIELD BOND FUND
CLASS A 1104 45683U 84 7 IHYAX
CLASS B 1105 45683U 83 9 *
CLASS C 1106 45683U 82 1 *
ING INTERMEDIATE BOND FUND
CLASS A 1100 45683U 88 8 IIBAX
CLASS B 1101 45683U 87 0 *
CLASS C 1102 45683U 86 2 *
ING INTERNATIONAL BOND FUND
CLASS A 1108 45683U 79 7 IBFAX
CLASS B 1109 45683U 78 9 *
CLASS C 1110 45683U 77 1 *
ING MONEY MARKET
CLASS A 114 45683U 50 8 IMMXX
CLASS B 1115 45683U 60 7 *
CLASS C 1116 45683U 70 6 *
ING NATIONAL TAX-EXEMPT BOND FUND
CLASS A 1112 45683U 71 4 *
CLASS B 1113 45683U 69 8 *
CLASS C 1114 45683U 68 0 *
----------
* NASDAQ Symbol Pending
6
ING PILGRIM SECURITIES, INC. RETURN TO:
RESTATEMENT: SEPTEMBER 8TH 2000 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ OR (▇▇▇) ▇▇▇-▇▇▇▇
SELLING GROUP AGREEMENT
SELLING AGENTS COPY
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Broker/Dealer:
As Principal Underwriter and exclusive Selling Agent for each of the investment
companies in the ING Pilgrim Securities, Inc. group of funds, listed on Appendix
"A" hereto and referred to collectively as the "Funds" or individually as the
"Fund", we understand that you are a member of the National Association of
Securities Dealers, Inc., and, on the basis of such understanding, invite you to
become a member of the Selling Group to distribute the shares of the Funds on
the following terms.
1. N.A.S.D. RULES: Reference is hereby specifically made to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.(the "N.A.S.D.
Rules"), which incorporated herein as if set forth in full. It is agreed that
all of the requirements of said rules and all other rules or regulations that
are now or may become applicable to transactions hereunder, including state
"blue sky" laws, will be fully met.
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2. ORDERS: An order for shares of any Fund received from you will be confirmed
only at the appropriate offering price applicable to that order, as described in
such Fund's then current Prospectus. The procedure relating to orders and the
handling thereof will be subject to instructions released by us from time to
time. Orders should be transmitted to our office or other offices authorized by
us for this purpose. The dealer or his/her customer may, however, mail a
completed application with a check payable to the Fund directly to the Fund's
shareholder servicing agent for transmission to the Fund's office in Phoenix,
Arizona. All orders are subject to acceptance in Phoenix, Arizona, and we as
agent for the Funds reserve the right in our sole discretion to reject any
order. The minimum initial investment for each Fund is set forth in its then
current Prospectus.
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3. CONCESSIONS:
(a) Any sales charges and dealers' concessions will be as set forth in the
current Prospectus of each Fund.
(b) Where payment is due hereunder, we agree to send payment for dealers'
concessions and Plan payments to your address as it appears on our records. You
must notify us of address changes and promptly negotiate such payments. Any such
payments that remain outstanding for 12 months shall be void and the obligation
represented thereby shall be extinguished.
(c) With respect to Funds which impose a Contingent Deferred Sales Charge
("CDSC"), we agree to compensate selling firms at a specified rate as disclosed
in each Fund's current prospectus on purchase payments only for those shares
which are subject to the CDSC at the time of investment.
(d) We reserve the right to reclaim any commission payment from a broker/dealer
if we later determine the CDSC waiver applied at the time of investment.
(e) We reserve the right to modify the CDSC waiver at any time. We will promptly
notify each member of the Selling Group of any modification thereto.
--------------------------------------------------------------------------------
4. REMITTANCE: Remittance by dealers should be made by check or wire, payable to
the appropriate Fund (not to us) and sent to the Fund's servicing agent. Stock
certificates, if the Fund has a policy of issuing them and where specifically
requested, will be delivered only after checks have cleared. Payments must be
received promptly pursuant to Article III, Section 26 (m) of the N.A.S.D. Rules,
otherwise the right is reserved, without notice, to cancel the sale, in which
event you will be held responsible for any loss to the Fund, or to us, including
loss of profit resulting from your failure to make payment.
--------------------------------------------------------------------------------
5. SELLING GROUP ACTIVITIES: In addition to purchasing shares of any Fund
through us as Selling Agent, you shall purchase such shares only from your
customers, in which case you shall pay the applicable net asset value determined
in accordance with the Fund's then current Prospectus and Statement of
Additional Information, less any applicable CDSC, if the Fund imposes a CDSC.
(a) Shares of any Fund may be liquidated by sale thereof to such Fund or to us
as Agent for such Fund at the applicable net asset value, less any applicable
CDSC, determined in the manner described in its then current Prospectus and
Statement of Additional Information. All certificates for shares repurchased
must be delivered to us as Agent for the Fund upon settlement. If delivery is
not made within ten (10) days from the date of the transaction, the right is
reserved, without notice, to cancel the transaction, in which event you will be
held responsible for any loss to the Fund, or to us, including loss of profit
resulting from your failure to make payment.
(b) In no event shall you withhold placing orders so as to profit from such
withholding by a change in the net asset value from that used in determining the
price to your customer, or otherwise. You shall make no purchases except for the
purpose of covering orders received by you and then such purchases must be made
only at the applicable offering price (less your concession), or at the net
asset value price of a Fund which imposes a CDSC, provided, however, that the
foregoing does not prevent the purchase of shares by you for your own bonafide
investment. All sales to your customers shall be at the applicable offering
prices determined in accordance with the Fund's then current Prospectus.
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6. REFUND OF SALES CHARGE: If the shares of any Fund confirmed to you hereunder
are repurchased by such Fund, or by us as Agent for such Fund, or are tendered
for liquidation to such Fund, within seven (7) business days after such
confirmation of your original order, then you shall forthwith repay to such Fund
the full concession allowed to you on such sale and we shall forthwith repay to
such Fund our share of the sales charge thereon. We shall notify you of such
repurchase or redemption within ten (10) days from the day on which the
certificate or redemption order is delivered to us or to such Fund.
--------------------------------------------------------------------------------
7. REPRESENTATIONS: No person is authorized to make any representation relating
to the shares of any Fund, except those contained in its then current Prospectus
and Statement of Additional Information which you agree to deliver to investors
in accordance with applicable regulations and in such information as we may
issue as Supplemental Information to such Prospectus and Statement of Additional
Information. In ordering shares of any Fund you shall rely solely and
conclusively on the representations contained in its then current Prospectus,
Statement of Additional Information, and Supplemental Information, if any,
additional copies of which are and will be available on request. In no
transaction shall you have any authority whatever to act as agent for any Fund,
or for us, or for any other distributor, and nothing in this Agreement shall
constitute either of us the agent of the other, or shall constitute you or any
Fund the agent of the other.
--------------------------------------------------------------------------------
8. MODIFICATION AND TERMINATION: We reserve the right, in our discretion and
without notice to you or to any distributor, to suspend sales, to withdraw any
offering, to change the offering prices or to modify or cancel this Agreement
(including the provision for Plan payments described in Section 3) which shall
be construed in accordance with the laws of the State of Arizona. This agreement
may be canceled at any time by you upon thirty (30) days written notice.
--------------------------------------------------------------------------------
9. INVESTORS ACCOUNT INSTRUCTIONS: If an investor's account is established
without the investor signing the application form, the dealer represents that
the instructions relating to the registration (including the investor's tax
identification number) and selected options furnished to the Fund (whether on
the application form, in some other document, or orally) are in accordance with
the investor's instructions, and the dealer agrees to indemnify the Fund, its
transfer agent, shareholder servicing agent, and us for any loss or liability
resulting from acting upon such instructions. We agree to hold harmless and
indemnify you for any loss or liability arising out of our negligence in
processing such instructions.
--------------------------------------------------------------------------------
10. ACCEPTANCE OF TERMS: If the foregoing completely expresses the terms of the
Agreement between us, please so signify by executing, in the space provided, the
annexed duplicate of this Agreement and return it to us, retaining the original
copy for your own files. This Agreement shall become effective upon the earlier
of our receipt of a signed copy hereof or the first order placed by you for any
of the Fund's shares, which order shall constitute acceptance of this Agreement.
This Agreement shall supersede all prior Selling Group Agreements relating to
the shares of any of the Funds. All amendments to this Agreement, including any
changes made pursuant to Appendix "A" shall take effect as of the date or the
first order placed by you for any of the Funds shares after the date set forth
in the notice of amendment sent to you by the undersigned.
--------------------------------------------------------------------------------
DEALER'S ACCEPTANCE
___________________________________ ING PILGRIM SECURITIES, INC.
Firm Name
___________________________________
Address
___________________________________
___________________________________
Phone Number
By ________________________________
By ________________________________
Authorized Officer Signature
By ________________________________
Authorized Officer Name & Title--Please Print
DATE___________________ 20____
ING PILGRIM SECURITIES, INC. RETURN TO:
▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ OR (▇▇▇) ▇▇▇-▇▇▇▇
SERVICE AGREEMENT
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Broker/Dealer:
This Service Agreement is entered into with respect to the ING Pilgrim Group of
Funds (each a "Fund" and, collectively, the "Funds"), as identified on Schedule
"A" attached hereto.
1. To the extent you provide services and assistance to your customers who own
Fund shares, including, but not limited to, answering routine inquires regarding
the Fund, assisting in changing dividend options, account designations and
addresses, we shall pay you a service fee prorated and paid quarterly after the
required period of investment based, as reflected on Schedule A, on the average
net asset value of shares of the Fund which are attributable to customers of
your firm.
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2. In no event may the aggregate annual service fee paid to you exceed .25% of
the average daily net asset value of the net assets of the Fund held in your
customers' accounts which are eligible for payment pursuant to this Agreement.
--------------------------------------------------------------------------------
3. You shall furnish us and the Fund with information as shall reasonably be
requested by the Fund's Board of Directors with respect to the service fees paid
to you pursuant to the Schedule.
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4. This Agreement will terminate automatically by any act that terminates the
Funds' Service and Distribution Plans, and will terminate automatically in the
event of the assignment of this Agreement.
--------------------------------------------------------------------------------
5. The provisions of the Underwriting Agreement between the Fund and us, insofar
as they relate to the Funds' Service and Distribution Plans, are incorporated
herein by reference.
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This Agreement shall take effect on the _______ day of ________________, 20___,
and the terms and provisions thereof are hereby accepted and agreed to by us and
evidenced by our executions hereof.
Dealer's Acceptance ING Pilgrim Securities, Inc.
__________________________________ By _______________________________
Firm Name
By _______________________________
Authorized Officer Signature
By _______________________________
Authorized Officer Name & Title-Please Print