AMENDMENT TO RESTATED
INVESTMENT MANAGEMENT AGREEMENT
The INVESTMENT MANAGEMENT AGREEMENT made as of the 7th day of April, 1995, as
amended on the 2nd day of May, 1996 and restated on the 7th day of April, 1997,
by and between PILGRIM AMERICA PRIME RATE TRUST (formerly Pilgrim Prime Rate
Trust), a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Trust"), 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 Trust is a closed-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 Trust and the Manager wish to amend the Investment
Management Agreement as provided below.
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 Trust 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 Trust and
as full reimbursement for all expenses assumed by the Manager, a
management fee computed at an annual percentage rate of .80% of the
average daily net assets of the Trust, plus the proceeds of any
outstanding borrowings.
2. This Amendment shall become effective as of the date indicated above
provided that it has been approved by the shareholders of the Trust 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 PRIME RATE TRUST
Attest:_________________________ By:_________________________________
Title: _________________________ Title: _____________________________
PILGRIM AMERICA INVESTMENTS, INC.
Attest:_________________________ By:_________________________________
Title: _________________________ Title: _____________________________
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