As filed with the Securities and Exchange Commission on January 18, 2001
Securities Act File No. 333-51898
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
PILGRIM SMALLCAP OPPORTUNITIES FUND
(Exact Name of Registrant as Specified in Charter)
7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258
(Address of Principal Executive Offices) (Zip Code)
(800) 992-0180
(Registrant's Area Code and Telephone Number)
James M. Hennessy
ING Pilgrim Investments, Inc.
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
(Name and Address of Agents for Service)
With copies to:
Jeffrey S. Puretz Steven R. Howard
Dechert Paul, Weiss, Rifkind, Wharton & Garrison
1775 Eye Street, N.W. 1285 Avenue of the Americas
Washington, DC 20006 New York, NY 10019
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Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
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It is proposed that this filing will become effective immediately
pursuant to Rule 485(b) under the Securities Act of 1933.
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No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
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PILGRIM SMALLCAP OPPORTUNITIES FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following papers and documents:
* Cover Sheet
* Contents of Registration Statement
* Explanatory Note
* Cover Page of Statement of Additional Information
* Signature Page
* Exhibit Index
* Consent of Independent Auditors
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
N-14 for Pilgrim SmallCap Opportunities Fund incorporates by reference the
Registrant's Part A, Part B and Part C contained in the Registrant's
Registration Statement on Form N-14 which was filed with the Securities and
Exchange Commission on December 15, 2000. This Post-Effective Amendment is being
filed to add the consent of the auditor as an exhibit to Part C of the
Registration Statement.
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PART B
PILGRIM SMALLCAP OPPORTUNITIES FUND
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Statement of Additional Information
________ ___, 2001
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Acquisition of the Assets and
Liabilities of ING Small Cap Growth Fund By and in Exchange for Shares of
(a series of ING Funds Trust) Pilgrim SmallCap Opportunities Fund
7337 East Doubletree Ranch Road 7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258 Scottsdale, Arizona 85258
This Statement of Additional Information is available to the Shareholders of ING
Small Cap Growth Fund in connection with a proposed transaction whereby all of
the assets and liabilities of ING Small Cap Growth Fund, a series of ING Funds
Trust, will be transferred to Pilgrim SmallCap Opportunities Fund in exchange
for shares of Pilgrim SmallCap Opportunities Fund.
This Statement of Additional Information of Pilgrim SmallCap Opportunities Fund
consists of this cover page and the following documents, each of which was filed
electronically with the Securities and Exchange Commission and is incorporated
by reference herein:
1. The Statement of Additional Information for Pilgrim SmallCap Opportunities
Fund, dated November 1, 2000 and as filed on November 1, 2000 and ING Funds
Trust, dated November 6, 2000, as filed on November 13, 2000, respectively.
2. The Financial Statements of Pilgrim SmallCap Opportunities Fund are
included in the Annual Report of Pilgrim SmallCap Opportunities Fund dated
December 31, 1999, as filed on March 6, 2000.
3. The Financial Statements of Pilgrim SmallCap Opportunities Fund are
included in the Semi-Annual Report of Pilgrim SmallCap Opportunities Fund
dated June 30, 2000, as filed on September 11, 2000.
4. The Financial Statements of ING Small Cap Growth Fund are included in the
Annual Report of ING Funds Trust dated October 31, 2000, as filed on
January 10, 2001.
This Statement of Additional Information is not a prospectus. A Proxy
Statement/Prospectus dated ________ ___, 2001 relating to the reorganization of
ING Small Cap Growth Fund may be obtained, without charge, by writing to ING
Pilgrim Investments, Inc. at 7337 East Doubletree Ranch Road, Scottsdale,
Arizona 85258 or calling 1-800-992-0180. This Statement of Additional
Information should be read in conjunction with the Proxy Statement/Prospectus.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment to its Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale and State of Arizona on the 18th day
of January, 2001.
PILGRIM SMALLCAP OPPORTUNITIES FUND
By: /s/ James M. Hennessy
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James M. Hennessy
Senior Executive Vice President
& Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Trustee and Chairman January 18, 2001
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John G. Turner*
Trustee and President January 18, 2001
--------------------------- (Chief Executive Officer)
Robert W. Stallings*
Senior Vice President and January 18, 2001
--------------------------- Principal Financial Officer
Michael J. Roland*
Trustee January 18, 2001
---------------------------
Robert B. Goode, Jr.*
Trustee January 18, 2001
---------------------------
Al Burton*
Trustee January 18, 2001
---------------------------
Jock Patton*
Trustee January 18, 2001
---------------------------
John R. Smith*
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Signature Title Date
--------- ----- ----
Trustee January 18, 2001
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David W.C. Putnam*
Trustee January 18, 2001
---------------------------
Walter H. May*
Trustee January 18, 2001
---------------------------
Paul S. Doherty*
Trustee January 18, 2001
---------------------------
Alan L. Gosule*
Trustee January 18, 2001
---------------------------
David W. Wallace*
* By: /s/ James M. Hennessy
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James M. Hennessy
Attorney-in-Fact**
** Executed pursuant to powers of attorney filed as part of Registrant's
Registration Statement on Form N-14 which was filed with the Securities and
Exchange Commission on December 15, 2000.
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EXHIBIT INDEX
(14) Consent of Ernst & Young LLP
