SUPPLEMENT TO
UNDERWRITING AGREEMENT
Pilgrim America Masters Series, Inc.
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
August 7, 0000
Xxxxxxx Xxxxxxx Securities, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Strategic Income Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company") and
Pilgrim America Securities, Inc. (the "Distributor") as follows:
1. This Company is an open-end investment company organized as a Maryland
corporation, and consisting of such investment portfolios as have been or
may be established by the Directors of the Company from time to time. A
separate series of shares of common stock of the Company is offered to
investors with respect to each investment portfolio. The Strategic Income
Fund (the "Fund") is a separate investment portfolio of the Company.
2. The Company and the Distributor hare parties to a Restated Underwriting
Agreement ("Agreement") dated April 7, 1998 pursuant to which the Company
has appointed the Distributor as exclusive sales agent for distribution of
shares of the Company, and the Distributor has accepted such appointment.
3. The Company and the Distributor hereby adopt the Agreement with respect to
the Fund, and acknowledge that the terms and conditions of such employment
will be governed by the Agreement, which is hereby incorporated herein by
reference.
4. This Supplement and the Agreement shall become effective with respect to
the Fund on August 14, 1998 and shall continue in effect with respect to
the Fund after April 1, 1999 only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of
the outstanding voting securities (as defined in the 0000 Xxx) of the Fund
or by the Company's Board of Directors and (b) by the vote, cast in person
at a meeting called for the purpose, of a majority of the Company's
Directors who are not parties to the Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party. The Agreement may be terminated
with respect to the Fund at any time, without the payment of any penalty,
by a vote of a majority of the outstanding voting securities (as defined in
the 0000 Xxx) of the Fund or by a vote of a majority of the Company's
entire Board of Directors on 60 days' written notice to the Distributor or
by the Distributor on 60 days' written notice to the Company. The Agreement
shall terminate automatically in the event of its assignment (as defined in
the 1940 Act).
If the foregoing correctly sets forth the agreement between the Company and
the Distributor, please so indicate by signing and returning to the Company the
enclosed copy hereof
Very truly yours,
PILGRIM AMERICA MASTERS SERIES, INC.
By:________________________________
Title:
ACCEPTED:
PILGRIM AMERICA SECURITIES, INC.
By:________________________________
Title:
