Exhibit 11
[Form of Opinion]
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006
__________, 2000
Board of Trustees
Pilgrim Mutual Funds
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258-2034
Re: Pilgrim Mutual Funds, on behalf of Pilgrim Worldwide Growth Fund
Dear Gentlepersons:
We have acted as counsel to Pilgrim Mutual Funds, a Delaware business trust (the
"Trust"), and we have a general familiarity with the Trust's business
operations, practices and procedures. You have asked for our opinion regarding
the issuance of shares of beneficial interest by the Trust in connection with
the acquisition by Pilgrim Worldwide Growth Fund, a series of the Trust, of the
assets of ING Global Brand Names Fund, a series of ING Funds Trust, which will
be registered on a Form N-14 Registration Statement (the "Registration
Statement") to be filed by the Trust with the Securities and Exchange
Commission.
We have examined originals or certified copies, or copies otherwise identified
to our satisfaction as being true copies, of various corporate records of the
Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, it is our opinion that the shares of beneficial
interest of the Trust being registered under the Securities Act of 1933 in the
Registration Statement have been duly authorized and will be legally and validly
issued, fully paid and non-assessable by the Trust upon transfer of the assets
of ING Global Brand Names Fund pursuant to the terms of the Agreement and Plan
of Reorganization included in the Registration Statement
We hereby consent to use of this opinion as an exhibit to the Registration
Statement and to all references to our firm therein.
Very truly yours,
