Exhibit 11
[Form of Opinion]
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006
__________, 2000
Board of Directors
Pilgrim Advisory Funds, Inc.
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258-2034
Re: Pilgrim Advisory Funds, Inc., on behalf of Pilgrim Asia-Pacific Equity Fund
Dear Gentlepersons:
We have acted as counsel to Pilgrim Advisory Funds, Inc., a Maryland corporation
(the "Company"), and we have a general familiarity with the Company's business
operations, practices and procedures. You have asked for our opinion regarding
the issuance of shares of beneficial interest by the Company in connection with
the acquisition by Pilgrim Asia-Pacific Equity Fund, a series of the Company, of
the assets of Pilgrim SmallCap Asia Growth Fund, a series of Pilgrim SmallCap
Asia Growth Fund, Inc., which will be registered on a Form N-14 Registration
Statement (the "Registration Statement") to be filed by the Company 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
Company 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 Company 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 Company upon transfer of
the assets of Pilgrim SmallCap Asia Growth 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,
