AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT
Amendment No. 1 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
addition of a new series, the Pilgrim Money Market Fund, to the Fund and the
name changes of Pilgrim High Quality Bond Fund, Pilgrim Small Cap Growth Fund,
Pilgrim Mid Cap Growth Fund and Pilgrim International Small Cap Growth Fund:
SERIES ANNUAL INVESTMENT MANAGEMENT FEE
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Pilgrim SmallCap Growth Fund 1.00% of the Series' average net assets
Pilgrim MidCap Growth Fund 0.75%of the first $500 million of the
Series' average net assets, 0.675% of the
net $500 million of average net assets,
and 0.65% of the average net assets in
excess of $1 billion
Pilgrim Convertible Fund 0.75% of the first $500 million of the
Series' average net assets, 0.675% of the
net $500 million of average net assets,
and 0.65% of the average net assets in
excess of $1 billion
Pilgrim Balanced Fund 0.75% of the first $500 million of the
Series' average net assets, 0.675% of the
net $500 million of average net assets,
and 0.65% of the average net assets in
excess of $1 billion
Pilgrim Strategic Income Fund 0.45% of the first $500 million of the
Series' average net assets, 0.40% of the
next $250 million of average net assets,
and 0.35% of the average net assets in
excess of $750 million
Pilgrim Emerging Countries Fund 1.25% of the Series' average net assets
Pilgrim Worldwide Growth Fund 1.00% of the first $500 million of the
Series' average net assets, 0.90% of the
next $500 million of average net assets,
and 0.85% of the average net assets in
excess of $1 billion
Pilgrim International SmallCap 1.00% of the first $500 million of the
Growth Fund Series' average net assets, 0.90% of the
next $500 million of average net assets,
and 0.85% of the average net assets in
excess of $1 billion
Pilgrim International Core 1.00% of the first $500 million of the
Growth Fund Series' average net assets, 0.90% of the
next $500 million of average net assets,
and 0.85% of the average net assets in
excess of $1 billion
Pilgrim High Yield Fund II 0.60% of the Series' average net assets
Pilgrim Money Market Fund 0.50% of the Series' average net assets,
provided, however, that to the extent the
Pilgrim Money Market Fund invests
substantially all of its assets in
another investment company which pays
investment advisory fees, the investment
advisory fee shall be 0.15% of average
net assets
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: May __, 1999
