[LETTERHEAD OF DECHERT PRICE & RHOADS]
July 26, 2000
Pilgrim Growth and Income Fund, Inc.
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004-4424
Re: Pilgrim Growth and Income Fund, Inc.
(File Nos. 2-14767 and 811-0865)
Dear Sirs:
We hereby consent to the incorporation by reference to our opinion as an exhibit
to Post-Effective Amendment No. 69 to the Registration Statement of Pilgrim
Growth and Income Fund, Inc., and to all references to our firm therein. In
giving such consent, however, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
Very truly yours,
