EXHIBIT (d)(6)(i) FIRST AMENDMENT TO SUBADVISORY AGREEMENT THIS is a RESTATEMENT of the FIRST AMENDMENT to the SUBADVISORY AGREEMENT made and entered into as of February 4,2000. THIS RESTATED AMENDMENT TO THE SUBADVISORY AGREEMENT (the "Amendment") is...

                                                               EXHIBIT (d)(6)(i)

                    FIRST AMENDMENT TO SUBADVISORY AGREEMENT

THIS is a RESTATEMENT of the FIRST AMENDMENT to the SUBADVISORY AGREEMENT made
and entered into as of February 4,2000. THIS RESTATED AMENDMENT TO THE
SUBADVISORY AGREEMENT (the "Amendment") is made and entered into as of this 9th
day of May, 2001 by and among ING PILGRIM INVESTMENTS, LLC (the "Investment
Adviser"), a Delaware limited liability company, and XXXXXX XXXX CAPITAL
MANAGEMENT LLC (the "Sub-Adviser").

         WHEREAS, Investment Adviser and Sub-Adviser are parties to a
Subadvisory Agreement dated as of October 30,1998 (the "Agreement') wherein
Investment Adviser retained Sub-Adviser to furnish, investment advisory services
to the Investment Adviser in connection with the underlying investment funds
specified on Schedule A of the Agreement (collectively, the "Funds," and each, a
"Fund"), each of which is an investment portfolio of the Pilgrim Funds Trust.
(the 'Trust"); and

         WHEREAS, ING Pilgrim Investments, LLC merged with and is the successor
to the original party to this agreement-ING Mutual Funds Management LLC; and

         WHEREAS, the Investment Adviser and Sub-Adviser desire to amend and
supplement the Agreement upon the following terms and conditions.

         NOW THEREFORE, for and in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Investment Adviser and
Sub-Adviser hereby agree that the Agreement is amended and supplemented as
follows:

1.       The following paragraph shall be inserted as paragraph 1 A to the
         Agreement:

                  IA. Asset Allocation. A committee (the "Allocation
                  Committee"), consisting of member determined by the
                  Sub-Adviser and Delta Asset Management ("Delta"), shall
                  allocate the assets of each of the Funds for which the
                  Sub-Adviser and Delta act as co-sub-advisers (collectively,
                  the "Co-Sub-Advisers") among the Co-Sub-Advisers,

2.       The following paragraph shall replace the first paragraph of paragraph
         2 in its entirety:

                  Subject always to the supervision of the Investment Adviser
                  and the Trust's Board of Trustees, the Sub-Adviser will
                  furnish an investment program in respect of, and make
                  investment decisions for, the portions of the Funds allocated
                  to it by the Investment Adviser or, with regard to the Funds
                  to be managed by the Co-Sub-Advisers as indicated on Schedule
                  A, the portions of the Funds allocated to it by the Allocation
                  Committee. The Sub-Adviser will