SHARE CERTIFICATE CUSIP No. __________
NUMBER 1
PILGRIM PRIME RATE TRUST
Organized Under the Laws of the Commonwealth of Massachusetts
Preferred Shares of Beneficial Interest, Series ___
$.01 Par Value Per Share
$25,000 Liquidation Preference Per Share
FORM OF SHARE CERTIFICATE
This certifies that Cede & Co. is the owner of Three Thousand Six
Hundred (3,600) fully paid and non-assessable shares of Auction Rate Cumulative
Preferred Shares, Series ___, $.01 par value per share, $25,000 liquidation
preference per share, of Pilgrim Prime Rate Trust (the "Trust"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of December 2, 1987, and all
amendments thereto, and to the terms and provisions of the Certificate of
Designation of the Preferred Shares of the Trust, copies of which are on file
with the Secretary of the Commonwealth of Massachusetts. The said owner by
accepting this certificate agrees to and is bound by all of the said terms and
provisions. The shares represented hereby are only transferable in writing by
the owner thereof in person or by attorney upon surrender of this certificate to
the Trustees properly endorsed for transfer. This certificate is executed on
behalf of the Trustees of the Trust as Trustees and not individually and the
obligations hereof are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Trust has caused this Share Certificate to be
signed by its duly authorized officers this ___ day of October, 2000.
BANKERS TRUST COMPANY PILGRIM PRIME RATE TRUST
As Transfer Agent and Registrar
By: By:
--------------------------------- -------------------------------------
Authorized Signature Senior Executive Vice President
Attest:
By:
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Assistant Secretary
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TRANSFER FORM
FOR VALUE RECEIVED, __________ hereby sells, assigns and transfers unto
_________ Shares represented by this Certificate, and do hereby irrevocably
constitute and appoint _________ Attorney, to transfer said shares on the books
of the within named Trust with full power of substitution in the premises.
Dated: _________________, ______
Signature(s): ______________________________
(The signature to this assignment must correspond with the name as written upon
the face of this Share Certificate in every particular, without alteration or
enlargement or any change whatsoever. If more than one owner, all must sign.)
Signature Guaranteed By: __________________________________________________
(Signature(s) must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Shares of Preferred Shares evidenced by this Share Certificate may be sold,
transferred, or otherwise disposed of only pursuant to the provisions of the
Trust's Certificate of Designation for Preferred Shares, copies of which will be
furnished by the Trust to any shareholders upon request and without charge.
The Trust will furnish to any shareholder, upon request and without charge, a
full statement of the designations, preferences, limitations and relative rights
of the shares of each class or series of the Trust authorized to be issued, so
far as they have been determined, and the authority of the Board of Trustees to
determine the relative rights and preferences of subsequent classes or series.
Any such request should be addressed to the Secretary of the Trust.
