PILGRIM ADVISORY FUNDS INC
485BPOS, 2001-01-19
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    As filed with the Securities and Exchange Commission on January 19, 2001
                                               Securities Act File No. 333-51722
================================================================================

                       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 ADVISORY FUNDS, INC.
               (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

                                   ----------

                  Approximate Date of Proposed Public Offering:
   As soon as practicable after this Registration Statement becomes effective.

--------------------------------------------------------------------------------
  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.
--------------------------------------------------------------------------------

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.

================================================================================
<PAGE>
                          PILGRIM ADVISORY FUNDS, INC.

                       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. 1 to the Registration Statement on Form
N-14 for Pilgrim Advisory Funds, Inc. 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 13, 2000. This Post-effective Amendment is being filed to add the
consent of the independent accountants as an exhibit to Part C of the
Registration Statement.
<PAGE>
                                     PART B

                          PILGRIM ADVISORY FUNDS, INC.

--------------------------------------------------------------------------------

                       Statement of Additional Information
                               ________ ___, 2001

--------------------------------------------------------------------------------

Acquisition of the Assets and Liabilities   By and in Exchange for Shares of
of Pilgrim SmallCap Asia Growth Fund        Pilgrim Asia-Pacific Equity Fund
7337 East Doubletree Ranch Road             (a series of Pilgrim Advisory Funds)
Scottsdale, Arizona  85258                  7337 East Doubletree Ranch Road
                                            Scottsdale, Arizona  85258

This Statement of Additional Information is available to the Shareholders of
Pilgrim SmallCap Asia Growth Fund in connection with a proposed transaction
whereby all of the assets and liabilities of Pilgrim SmallCap Asia Growth Fund
will be transferred to Pilgrim Asia-Pacific Equity Fund, a series of Pilgrim
Advisory Funds, Inc. in exchange for shares of Pilgrim Asia-Pacific Equity Fund.

This Statement of Additional Information of Pilgrim Advisory Funds, Inc.
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 Asia-Pacific Equity
     Fund dated November 1, 2000, as filed on November 1, 2000, and the
     Statement of Additional Information for Pilgrim SmallCap Asia Growth Fund
     dated November 1, 2000, as filed on November 1, 2000.

2.   The Financial Statements of Pilgrim Asia-Pacific Equity Fund are included
     in the Annual Report of Pilgrim Advisory Funds, Inc. dated October 31,
     2000, as filed on January 10, 2001.

3.   The Financial Statements of Pilgrim SmallCap Asia Growth Fund are included
     in the Annual Report of Pilgrim SmallCap Asia Growth Fund 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
Pilgrim SmallCap Asia Growth 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.
<PAGE>
                                   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 ADVISORY FUNDS, INC.


                                        By: /s/ James M. Hennessy
                                            ------------------------------------
                                            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
        ---------                         -----                      ----

/s/ John G. Turner              Trustee and Chairman            January 19, 2001
---------------------------
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*
<PAGE>
        Signature                       Title                         Date
        ---------                       -----                         ----

/s/ David W.C. Putnam           Trustee                         January 19, 2001
---------------------------
David W.C. Putnam*


/s/ Walter H. May               Trustee                         January 19, 2001
---------------------------
Walter H. May*


/s/ Paul S. Doherty             Trustee                         January 19, 2001
---------------------------
Paul S. Doherty*


/s/ Alan L. Gosule              Trustee                         January 19, 2001
---------------------------
Alan L. Gosule*


/s/ David W. Wallace            Trustee                         January 19, 2001
---------------------------
David W. Wallace*


* By: /s/ James M. Hennessy
      ---------------------------
      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 13, 2000.
<PAGE>
                                  EXHIBIT INDEX

(14) Consent of PricewaterhouseCoopers LLP, Independent Accountants


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