FORM OF AMENDMENT TO AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
The INVESTMENT MANAGEMENT AGREEMENT made as of the 7th day of April, 1995,
as amended on the 2nd day of May, 1996, restated on the 7th day of April, 1997,
amended on the 6th day of August, 1998 and restated on the _________ day of
____________, by and between PILGRIM PRIME RATE TRUST, a business trust
organized and existing under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Trust"), and PILGRIM INVESTMENTS, INC., a corporation
organized and existing under the laws of the State of Delaware (hereinafter
called the "Manager"), is hereby amended as set forth in this Amendment to the
Investment Management Agreement, which is made as of the _____ day of
_______________, 2000.
W I T N E S S E T H
WHEREAS, the Trust is a closed-end management investment company,
registered as such under the Investment Company Act of 1940, as amended; and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
supplying investment advice, investment management and administrative services,
as an independent contractor; and
WHEREAS, the Trust and the Manager wish to amend the Investment Management
Agreement as provided below.
NOW, THEREFORE, in consideration of the covenants and the mutual promises
in the Investment Management Agreement, the parties hereto, intending to be
legally bound hereby, mutually agree as follows:
1. Section 8(a) of the Investment Management Agreement is amended by
replacing the language thereof with the following paragraph:
8. (a) The Trust agrees to pay to the Manager, and the Manager
agrees to accept, as full compensation for all administrative and
investment management services furnished or provided to the Trust and
as full reimbursement for all expenses assumed by the Manager, a
management fee computed at an annual percentage rate of .80% of the
Managed Assets of the Trust. For purposes of this Agreement, "Managed
Assets" shall mean the average daily gross asset value of the Trust,
minus the sum of the Trust's accrued and unpaid dividends on any
outstanding preferred shares and accrued liabilities (other than
liabilities for principal amount of any borrowings incurred,
commercial paper or notes issued by the Trust and the liquidation
preference of any outstanding preferred shares).
2. This Amendment shall become effective as of the date indicated
above provided that it has been approved by the shareholders of the Trust
at a meeting held for that purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested by their duly authorized officers, on the day and
year first above written.
PILGRIM PRIME RATE TRUST
Attest: By:
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Title: Title:
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PILGRIM INVESTMENTS, INC.
Attest: By:
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Title: Title:
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