As filed with the Securities and Exchange Commission on January 19, 2001
Securities Act File No. 333-52340
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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. 1 [X]
Post-Effective Amendment No. [ ]
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 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 on February 18, 2001
pursuant to Rule 488 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
* Consents of Independent Accountants
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 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 December 20,
2000. This Pre-Effective Amendment is being filed to add consents of auditors as
exhibits to Part C of the Registration Statement.
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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 ING Emerging Markets Equity Fund Pilgrim Emerging Countries Fund
(a series of ING Funds Trust) (a series of Pilgrim Mutual 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
Emerging Markets Equity Fund in connection with a proposed transaction whereby
all of the assets and liabilities of ING Emerging Markets Equity Fund, a series
of ING Funds Trust, will be transferred to Pilgrim Emerging Countries Fund, a
series of Pilgrim Mutual Funds, in exchange for shares of Pilgrim Emerging
Countries Fund.
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 Statement of Additional Information for Pilgrim Emerging Countries
Fund, dated November 1, 2000 and as filed on November 1, 2000.
2. The Statement of Additional Information for ING Funds Trust, dated November
6, 2000, as filed on November 6, 2000.
3. The Financial Statements of ING Emerging Markets Equity Fund are included
in the Annual Report of ING Funds Trust dated October 31, 2000, as filed on
January 10, 2001.
4. The Financial Statements of Pilgrim Emerging Countries Fund are included in
the Annual Report of Pilgrim Mutual Funds 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 Emerging Markets Equity 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 Pre-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
--------- ----- ----
Trustee and Chairman January 19, 2001
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John G. Turner*
Trustee and President January 19, 2001
--------------------------- (Chief Executive Officer)
Robert W. Stallings*
Senior Vice President and January 19, 2001
--------------------------- Principal Financial Officer
Michael J. Roland*
Trustee January 19, 2001
---------------------------
Robert B. Goode, Jr.*
Trustee January 19, 2001
---------------------------
Al Burton*
Trustee January 19, 2001
---------------------------
Jock Patton*
Trustee January 19, 2001
---------------------------
John R. Smith*
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Signature Title Date
--------- ----- ----
Trustee January 19, 2001
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David W.C. Putnam*
Trustee January 19, 2001
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Walter H. May*
Trustee January 19, 2001
---------------------------
Paul S. Doherty*
Trustee January 19, 2001
---------------------------
Alan L. Gosule*
Trustee January 19, 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 20, 2000.
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EXHIBIT INDEX
(14)(a) Consent of PricewaterhouseCoopers LLP, Independent Accountants
(14)(b) Consent of Ernst & Young LLP
