Exhibit 77Q1(e)
AMENDMENT TO RESTATED
INVESTMENT MANAGEMENT AGREEMENT
The INVESTMENT MANAGEMENT AGREEMENT made as of the 7th day of April, 1995, and
restated on the 7th day of April, 1997, by and between PILGRIM AMERICA
INVESTMENT FUNDS, INC., (formerly Pilgrim Investment Funds, Inc.) a corporation
organized and existing under the laws of the State of Maryland (hereinafter
called the "Company") on behalf of its PILGRIM AMERICA HIGH YIELD FUND series
(formerly Pilgrim High Yield Fund) (the "Fund"), and PILGRIM AMERICA
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 __________, 1998.
W I T N E S S E T H:
WHEREAS, the Fund is a series of the Company, an open-end management
investment company, registered as such under the Investment Company Act of 1940;
and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, and is engaged in the business of supplying
investment advice, investment management and administrative services, as an
independent contractor; and
WHEREAS, the Company, on behalf of the Fund, and the Manager wish to
amend the Investment Management Agreement as provided below; and
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 Fund 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 Fund and as full
reimbursement for all expenses assumed by the Manager, a management fee
computed at an annual percentage rate of .60% of the average daily net
assets of the Fund.
2. This Amendment shall become effective as of the date indicated above
provided that it has been approved by the shareholders of the Fund 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 AMERICA INVESTMENT FUNDS, INC.
(on behalf of its Pilgrim America High
Yield Fund series)
Attest: By:
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Title: Title:
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PILGRIM AMERICA INVESTMENTS, INC.
Attest: By:
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Title: Title:
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