Establishment and Designation
of Class of Shares of Beneficial Interest
Par Value $0.01 Per Share
The undersigned, being a majority of the Trustees of Pilgrim Mayflower
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Section
5.13 of the Declaration of Trust dated August 18, 1993, as previously amended
(the "Declaration of Trust") of the Trust, hereby further divide the shares of
beneficial interest of the Pilgrim Growth + Value Fund, Pilgrim International
Value Fund, and Pilgrim Research Enhanced Index Fund series of the Trust (the
"Funds") into another class, to have the following special and relative rights:
1. The new class shall be designated "Pilgrim Growth + Value Fund Class Q,"
"Pilgrim International Value Fund Class Q," and "Pilgrim Research Enhanced Index
Fund Class Q."
2. The Funds are authorized to invest in cash, securities, instruments and
other property as from time to time described in the Trust's then currently
effective registration statement under the Securities Act of 1933. Each share of
beneficial interest of a Fund ("Share") is redeemable, is entitled to one vote
(or fraction thereof in respect of a fractional Share) on matters on which
Shares of the Fund shall be entitled to vote (subject to paragraph 3 below),
shall represent a pro rata beneficial interest in the assets allocated to the
Fund (subject to paragraph 4 below) and shall be entitled to receive its pro
rata share of net assets of the Fund upon liquidation of the Fund, all as
provided in the Declaration of Trust.
3. Shareholders of each Fund shall vote together as a single class on any
matter, except to the extent required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or when the Trustees have determined that the matter
affects only the interests of Shareholders of a particular class of Shares, in
which case only the Shareholders of such class shall be entitled to vote
thereon. Any matter shall be deemed to have been effectively acted upon with
respect to any class as provided in Rule 18f-2 under the 1940 Act, or any
successor rule, and in the Declaration of Trust.
4. Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular class of a Fund may be charged to and borne
solely by such class and the bearing of expenses solely by a class of Shares may
be appropriately reflected (in a manner determined by the Trustees), and cause
differences in, the net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different classes of that
Fund. Each allocation of liabilities, expenses, costs, charges and reserves by
the Trustees shall be conclusive and binding upon the Shareholders of all
classes for all purposes.
5. Shares of each class of each Fund may vary between themselves as to
rights of redemption and conversion rights, as may be approved by the Trustees
and set forth in the Funds' then-current prospectus.
6. The Trustees shall have the right at any time and from time to time to
reallocate assets and expenses or to change the designation of a Fund or any
class thereof hitherto or hereafter created, or to otherwise change the special
and relative rights of a Fund or any class thereof, provided that such change
shall not adversely affect to rights of the Shareholders of such Fund or class.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this 16th
day of November, 1999.
Paul S. Doherty
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Paul S. Doherty David W.C. Putnam
Robert B. Goode John R. Smith
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Robert B. Goode John R. Smith
John G. Turner
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Alan L. Gosule John G. Turner
David W. Wallace
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Mark L. Lipton David W. Wallace
Walter H. May
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Walter H. May
