Exhibit 77(q)(1)

                  EXHIBITS PILGRIM GROWTH AND INCOME FUND, INC.

(a)(1)  Form  of  Amended  and  Restated   Articles  of   Incorporation  is
        incorporated  by reference to  Post-Effective  Amendment No. 69 to the
        Registration Statement on Form N-1A as filed on July 26, 2000.

(a)(2) Form of Articles  Supplementary  is  incorporated  by  reference  to
       Post-Effective  Amendment No. 69 to the Registration Statement on Form
       N-1A as filed on July 26, 2000.

(a)(3) Form of Amended and Restated By-Laws is incorporated by reference to
       Post-Effective  Amendment No. 69 to the Registration Statement on Form
       N-1A as filed on July 26, 2000.

(e)(1) Form of  Investment  Management  Agreement  between the Fund and ING
       Pilgrim  Investments is  incorporated  by reference to  Post-Effective
       Amendment No. 69 to the  Registration  Statement on Form N-1A as filed
       on July 26, 2000.