AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT AGREEMENT
Amendment No. 2 to the Investment Management Agreement dated May __,
1999, between Pilgrim Mutual Funds, a Delaware business trust (the "Fund"), and
Pilgrim Investments, Inc., a Delaware corporation (the "Manager").
Pursuant to the terms of the Agreement, Schedule A of the Agreement is
hereby amended and restated to include the following information concerning the
investment advisory fees of a new series, the Pilgrim Money Market Fund:
SERIES ANNUAL INVESTMENT MANAGEMENT FEE
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Pilgrim Money Market Fund 0.50% of the Series' average net assets
if substantially all assets are invested
in another investment company, 0.00% if
the Series does not invest substantially
all of its assets in another investment
company
PILGRIM MUTUAL FUNDS
By
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Title
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PILGRIM INVESTMENTS, INC.
By
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Title
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Dated: July 1, 1999
