INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Pilgrim Prime Rate Trust:
We consent to the use of our report dated March 31, 2000 incorporated herein by
reference and to the references to our firm under the headings "Financial
Highlights and Investment Performance" and "Experts" in the Prospectus and
"Financial Statements" in the SAI filed with the Securities and Exchange
Commission on this Pre-Effective Amendment No. 1 to the Registration Statement
under the Securities Act of 1933 (File No. 333-44918) and in this Amendment No.
38 to the Registration Statement under the Investment Company Act of 1940 (File
No. 811-05410).
/s/ KPMG LLP
Los Angeles
October 19, 2000
