As filed with the Securities and Exchange Commission on January 19, 2001
Securities Act File No. 333-50950
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
PILGRIM MUTUAL FUNDS
(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 copy to:
Jeffrey S. Puretz
Dechert
1775 Eye Street, N.W.
Washington, DC 20006
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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 upon filing
pursuant to paragraph (b) of Rule 485 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 MUTUAL FUNDS
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 Accountant
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form
N-14 for Pilgrim Mutual Funds 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 November 30,
2000. This Post-Effective Amendment is being filed to add to the consent of the
accountant as an exhibit to Part C of the Registration Statement.
<PAGE>
PART B
PILGRIM MUTUAL FUNDS
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Statement of Additional Information
________ ___, 2001
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Acquisition of the Assets and Liabilities By and in Exchange for Shares of
of Pilgrim High Total Return Fund Pilgrim High Yield Fund II
(a series of Pilgrim Mayflower Trust) (a series of Pilgrim Mutual Funds)
and 7337 East Doubletree Ranch Road
Pilgrim High Total Return Fund II Scottsdale, Arizona 85258
(a series of Pilgrim Mayflower Trust)
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258
This Statement of Additional Information is available to the Shareholders of
Pilgrim High Total Return Fund and Pilgrim High Total Return Fund II in
connection with a proposed transaction whereby all of the assets and liabilities
of Pilgrim High Total Return Fund and Pilgrim High Total Return Fund II, each a
series of Pilgrim Mayflower Trust, will be transferred to Pilgrim High Yield
Fund II, a series of Pilgrim Mutual Funds, in exchange for shares of Pilgrim
High Yield Fund II.
This Statement of Additional Information of Pilgrim Mutual Funds 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 respective Statements of Additional Information for Pilgrim High Yield
Fund II, Pilgrim High Total Return Fund and Pilgrim High Total Return Fund
II dated November 1, 2000, as filed on November 1, 2000.
2. The Financial Statements of Pilgrim High Yield Fund II are included in the
Annual Report of Pilgrim Mutual Funds dated June 30, 2000, as filed on
September 7, 2000.
3. The Financial Statements of Pilgrim High Total Return Fund are included in
the Annual Report of Pilgrim Mayflower Trust dated October 31, 2000, as
filed on January 10, 2000.
4. The Financial Statements of Pilgrim High Total Return Fund II are included
in the Annual Report of Pilgrim Mayflower Trust dated October 31, 2000, as
filed on January 10, 2000.
This Statement of Additional Information is not a prospectus. A Proxy
Statement/Prospectus dated ________ ___, 2001 relating to the reorganization of
Pilgrim High Total Return Fund and Pilgrim High Total Return Fund II 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 19th day
of January, 2001.
PILGRIM MUTUAL FUNDS
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
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/s/ John G. Turner Trustee and Chairman January 19, 2001
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John G. Turner*
/s/ Robert W. Stallings Trustee and President January 19, 2001
--------------------------- (Chief Executive Officer)
Robert W. Stallings*
/s/ Michael J. Roland Senior Vice President and January 19, 2001
--------------------------- Principal Financial Officer
Michael J. Roland*
/s/ Robert B. Goode, Jr. Trustee January 19, 2001
---------------------------
Robert B. Goode, Jr.*
/s/ Al Burton Trustee January 19, 2001
---------------------------
Al Burton*
/s/ Jock Patton Trustee January 19, 2001
---------------------------
Jock Patton*
/s/ John R. Smith Trustee January 19, 2001
---------------------------
John R. Smith*
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Signature Title Date
--------- ----- ----
/s/ David W.C. Putnam Trustee January 19, 2001
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David W.C. Putnam*
/s/ Walter H. May Trustee January 19, 2001
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Walter H. May*
/s/ Paul S. Doherty Trustee January 19, 2001
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Paul S. Doherty*
/s/ Alan L. Gosule Trustee January 19, 2001
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Alan L. Gosule*
/s/ David W. Wallace Trustee January 19, 2001
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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 November 30, 2000.
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EXHIBIT INDEX
(14) Consent of PricewaterhouseCoopers LLP, Independent Accountants
