Exhibit (d)(2)
PILGRIM MAYFLOWER TRUST
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made on this __th day of September, 2000, by and between PILGRIM
MAYFLOWER TRUST, a Massachusetts business trust, (the "Trust") and PILGRIM
INVESTMENTS, INC., a Delaware business corporation (the "Adviser").
The Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
consisting of the series named on schedule 1 hereto (each "Fund" and
collectively the "Funds"), as such schedule may be revised from time to time.
The Trust desires to retain the Adviser to render investment advisory
services to the Funds, and the Adviser is willing to render such investment
advisory on the terms set forth below.
The parties agree as follows:
1. The Trust hereby appoints the Adviser to act as investment adviser to the
Trust and the Funds for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to render the
services described, for the compensation provided, in this Agreement.
2. Subject to the supervision of the Trustees, the Adviser shall manage the
investment operations of the Funds and the composition of each Fund's
portfolio, including the purchase and retention and disposition of
portfolio securities, in accordance with each Fund's investment objectives,
policies and restrictions as stated in the Trust's Prospectus and Statement
of Additional Information (as defined below) subject to the following
understandings:
(a) The Adviser shall provide supervision of each Fund's investments and
determine from time to time what investments will be made, held or
disposed of or what securities will be purchased and retained, sold or
loaned by each Fund, and what portion of the assets will be invested
or held uninvested as cash.
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement.
(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall (i) act in conformity with the Declaration of
Trust, By- Laws, Prospectus and Statement of Additional Information of
the Trust, with the instructions and directions of the Trustees and
(ii) conform to and comply with the requirements of the Investment
Company Act and all other applicable federal and state laws and
regulations.
(d) (i) The Adviser shall determine the securities to be purchased or
sold by each Fund and will place orders pursuant to its
determinations with or through such persons, brokers or dealers
to carry out the policy with respect to brokerage as set forth in
the Trust's Prospectus and Statement of Additional Information or
as the Trustees may direct from time to time. In providing each
Fund with investment supervision, the Adviser will give primary
consideration to securing the most favorable price and efficient
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execution. The Adviser may also consider the financial
responsibility, research and investment information and other
services and research related products provided by brokers or
dealers who may effect or be a party to any such transactions or
other transactions to which other clients of the Adviser may be a
party. The Funds recognize that the services and research related
products provided by such brokers may be useful to the Adviser in
connection with its services to other clients.
(ii) When the Adviser deems the purchase or sale of a security to be
in the best interest of a Fund as well as other clients, the
Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased
in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of
the securities so purchased or sold, as well as the expenses
incurred in the transactions, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with
its fiduciary obligations to each Fund and to such other clients.
(e) The Adviser shall maintain, or cause to be maintained, all books and
records required under the Investment Company Act to the extent not
maintained by the custodian of the Trust. The Adviser shall render to
the Trustees such periodic and special reports as the Trustees may
reasonably request.
(f) The Adviser shall provide the Trust's custodian on each business day
information relating to all transactions concerning each Fund's
assets.
(g) The investment management services of the Adviser to the Trust and to
each Fund under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.
3. The Trust has delivered to the Adviser 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 (such Declaration of Trust, as in effect
on the date hereof and as further amended from time to time, is herein
called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Trustees authorizing the appointment of
the Adviser and approving this Agreement on behalf of the Trust and
each Fund;
(d) Registration Statement on Form N-lA under the Investment Company Act
and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (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 Investment Company
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
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Information shall be to such documents as most recently amended or
supplemented and in effect.
4. The Adviser 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 Adviser under this Agreement may be
furnished through such directors, officers or employees of the Adviser.
5. The Adviser agrees that all records which it maintains for the Trust and/or
the Funds are property of the Trust and/or the Funds. The Adviser will
surrender promptly to the Trust and/or the Funds any such records upon
either the Trust's or the Fund's request. The Adviser further agrees to
preserve such records for the periods prescribed in Rule 3la-2 of the
Commission under the Investment Company Act.
6. (i) In connection with the services rendered by the Adviser under this
Agreement, the Adviser will pay all of the following expenses:
(a) the salaries and expenses of all personnel of the Trust, the Funds and
the Adviser required to perform the services to be provided pursuant
to this Agreement, except the fees of the Trustees who are not
affiliated persons of the Adviser, and
(b) all expenses incurred by the Adviser, the Trust or by the Funds in
connection the performance of the Adviser's responsibilities
hereunder, other than brokers' commissions and any issue or transfer
taxes chargeable to each respective Fund in connection with its
securities transactions.
7. In the event the expenses of each Fund for any fiscal year (including the
fees payable to the Adviser but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the
Fund's business) exceed the lowest applicable annual expense limitation
established pursuant to the statutes or regulations of any jurisdictions in
which shares of each respective Fund are then qualified for offer and sale,
the compensation due the Adviser will be reduced by the amount of such
excess, or, if such reduction exceeds the compensation payable to the
Adviser, the Adviser will pay each Fund, whose expenses exceed such expense
limitation, the amount of such reduction which exceeds the amount of such
compensation.
8. For the services provided and the expenses assumed pursuant to this
Agreement, each Fund will pay to the Adviser as compensation a at the rate
set forth opposite each Funds' name on Schedule 1 hereto, such fee to be
accrued daily and paid monthly.
9. The Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Adviser nor its officers, directors,
employees or agents or controlling persons shall be liable for any error or
judgment or mistake of law, or for any loss suffered by the Trust and/or a
Fund in connection with or arising out of the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties
under this Agreement.
10. As to each Fund, this Agreement shall continue until the date set forth
opposite such Fund's name on Schedule 1 hereto (the "Reapproval Date") and
shall continue automatically for successive annual periods ending on the
day of each year set forth opposite the Fund's name on Schedule 1 hereto
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(the "Reapproval Day"), provided that such continuance is specifically
approved at least annually by the affirmative vote of (i) a majority of the
Trustees of the Trust acting separately on behalf of each Fund, who are not
interested persons of the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of the Trustees of
the Trust or the holders of a majority of the outstanding voting securities
of each respective Fund; provided however, that this Agreement may be
terminated by the Trust, on behalf of a Fund at any time, without the
payment of any penalty, by the Trustees acting on behalf of a Fund or by
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act) of a Fund, or by the Adviser at any time, without
the payment of any penalty, on not more than 60 days' nor less than 30
days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment provided that a transaction
which does not, under the Investment Company Act, result in a change of
actual control or management of the Adviser's business shall not be deemed
to be an assignment for the purposes of this Agreement.
11. This agreement shall terminate automatically in the event of its
assignment; the term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the Investment Company Act of 1940.
12. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Adviser who may also be a Trustee,
officer or employee of the Trust and/or the Funds to engage in any other
business or to devote his time and attention in part to the management or
other aspect of any business, whether of a similar or dissimilar nature,
nor limit or restrict the right of the Adviser to engage in any other
business or to render services of any kind to any other person or entity.
13. During the term of this Agreement, the Trust and each Fund agrees to
furnish the Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of each Fund or the public, which
refer in any way to the Adviser, prior to use thereof and not to use such
material if the Adviser reasonably objects in writing within five business
days (or such other time as may be mutually agreed) after receipt. In the
event of termination of the Agreement, the Trust and/or each Fund will
continue to furnish to the Adviser such other information relating to the
business affairs of the Trust and/or each Fund as the Adviser at any time,
or from time to time, reasonably requests in order to discharge its
obligations hereunder.
14. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the holders
of the majority of the outstanding voting securities of each Fund and ( ii)
a majority of the members of the Trustees who are not interested persons of
the Trust or the Adviser, cast in person at a meeting called for the
purpose of voting on such approval.
15. The Adviser, the Trust and the Funds each agree that the name "Pilgrim" is
proprietary to, and a property right of, the Adviser. 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 Adviser, 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 Adviser may request to effect the foregoing.
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16. Any notice or other communications required to be given pursuant to this
Agreement shall be deemed to be given if delivered or mailed by registered
mail, postage paid, (1) to the Adviser at 40 N. Central Avenue, Suite 1200,
Phoenix, Arizona 85004, Attention: Secretary; or (2) to the Trust and/or
the Funds, 40 N. Central Avenue, Suite 1200, Phoenix, Arizona 85004,
Attention: Secretary.
17. This Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona. The terms "interested person", "assignment",
and "vote of the majority of the outstanding securities" shall have the
meaning set forth in the Investment Company Act.
18. The Declaration of Trust, establishing the Trust, dated August 18, 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 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 first written
above.
PILGRIM MAYFLOWER TRUST
By:____________________
Senior Vice President
PILGRIM INVESTMENTS, INC.
By:____________________
Senior Executive Vice President
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SCHEDULE 1
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<CAPTION>
ANNUAL FEE AS A PERCENTAGE OF
NAME OF FUND AVG. DAILY NET ASSETS LAST CONTINUED BY BOARD RE-APPROVAL DAY
------------ --------------------- ----------------------- ---------------
<S> <C> <C> <C>
Pilgrim High Total Return Fund 0.60% for assets of $1 billion June 13, 2000 September __, 2002
or less, and 0.55% on assets in
excess of $1 billion.
Pilgrim Growth + Value Fund 1.00% June 13, 2000 September __, 2002
Pilgrim High Total Return Fund II 0.60% June 13, 2000 September __, 2002
Pilgrim International Value Fund 1.00% June 13, 2000 September __, 2002
Pilgrim Emerging Markets Value Fund 1.00% June 13, 2000 September __, 2002
Pilgrim Research Enhanced Index Fund 0.70% June 13, 2000 September __, 2002
</TABLE>
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