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 High Yield II 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 High Yield II Fund, a series of the Trust, of the
assets of (i) Pilgrim High Total Return Fund, a series of Pilgrim Mayflower
Trust, and (ii) Pilgrim High Total Return II Fund, a series of Pilgrim Mayflower
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 being upon transfer of the
assets of Pilgrim High Total Return Fund and Pilgrim High Total Return II Fund
pursuant to the terms of the Agreements and Plans 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,
