AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT
Amendment No. 1 to the Underwriting Agreement dated May __, 1999,
between Pilgrim Mutual Funds, a Delaware business trust (the "Fund"), and
Pilgrim Securities, Inc., a Delaware corporation (the "Distributor").
(i) The first introductory paragraph of the Agreement is amended and
restated as follows to add the Pilgrim Money Market Fund, a new series of the
Fund, and to reflect certain name changes to the series of the Fund and the Fund
itself:
"Pilgrim Mutual Funds is a Delaware business trust operating as an
open-end management investment company (hereinafter referred to as the
"Trust"). The Trust is registered as such under the Investment Company
Act of 1940, as amended (the "1940 Act"), and its shares are registered
under the Securities Act of 1933, as amended (the "1933 Act"). The
Trust consists of eleven separate series: Pilgrim International Core
Growth Fund, Pilgrim Worldwide Growth Fund, Pilgrim International
SmallCap Growth Fund, Pilgrim Emerging Countries Fund, Pilgrim LargeCap
Growth Fund, Pilgrim MidCap Growth Fund, Pilgrim SmallCap Growth Fund,
Pilgrim Convertible Fund, Pilgrim Balanced Fund, Pilgrim Strategic
Income Fund and Pilgrim Money Market Fund. The Trust on behalf of the
Funds desires to offer and sell the authorized but unissued shares of
the Funds to the public in accordance with applicable federal and state
securities laws."
(ii) Section 5(b)(i) is amended and restated as follows to reflect the
12b-1 fee paid by Money Market Fund and the reduced fee paid by Pilgrim
Strategic Income Fund:
"(i) In consideration of your services as principal underwriter of the
Funds' Class B Shares pursuant to this Underwriting Agreement and our
distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect
of such shares (the "Class B Distribution Plan"), we agree: (I) to pay
to you monthly in arrears your "Allocable Portion" (as hereinafter
defined) of a fee (the "Distribution Fee") which shall accrue daily in
an amount equal to the product of (A) the daily equivalent of 0.75% per
annum (0.50% per annum in the case of Pilgrim Strategic Income Fund)
multiplied by (B) the net asset value of the Class B Shares of each
Fund outstanding on such day, and (II) to withhold from redemption
proceeds your Allocable Portion of the Contingent Deferred Sales
Charges ("CDSCs") and to pay the same over to you or at your direction;
provided, however, that the Distribution Fee paid by the Pilgrim Money
Market Fund shall be reduced by any amounts received by you or your
affiliates from the investment adviser or distributor of the investment
company in which the Pilgrim Money Market Fund invests substantially
all of its assets."
PILGRIM MUTUAL FUNDS
By
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Title
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PILGRIM SECURITIES, INC.
By
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Title
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Dated: May __, 1999
