SUPPLEMENT TO
INVESTMENT MANAGEMENT AGREEMENT
Pilgrim America Masters Series, Inc.
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
August 7, 0000
Xxxxxxx Xxxxxxx Investments, 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 Investments, Inc. (the "Investment Manager") 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 Investment Manager have entered into an Investment
Management Agreement ("Agreement") dated June 8, 1995 pursuant to which the
Company has employed the Investment Manager to provide investment
management and other services specified in the Agreement, and the
Investment Manager has accepted such employment.
3. As provided in paragraph 1 of the Agreement, the Company hereby appoints
the Investment Manager to serve as Investment Manager with respect to the
Fund, and the Investment Manager accepts such appointment, the terms and
conditions of such employment to be governed by the Agreement, which is
hereby incorporated herein by reference.
4. As provided in paragraph 9 of the Agreement and subject to further
conditions as set forth therein, the Company shall with respect to the Fund
pay the Investment Manager a monthly fee on the tenth day of each month,
based upon the average daily net assets of the Fund during the preceding
month as follows: a fee at an annual rate of 0.60%.
5. 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 Investment
Manager or by the Investment Manager 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 Investment Manager, please so indicate by signing and returning to the
Company the enclosed copy hereof
Very truly yours,
PILGRIM AMERICA MASTERS SERIES, INC.
By:
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Title:
ACCEPTED:
PILGRIM AMERICA INVESTMENTS, INC.
By:---------------------------------
Title:
