EX-99.77.B

                                                                   Exhibit 77(b)

The Board of Directors
Pilgrim Growth & Income Fund, Inc.:

In planning and  performing  our audit of the  financial  statements  of Pilgrim
Growth & Income Fund,  Inc. (the Fund),  for the five month period ended May 31,
2001, we considered the Fund's internal control,  including  control  activities
for safeguarding  securities,  in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial  statements and to comply
with the  requirements  of Form  N-SAR,  not to provide  assurance  on  internal
control.

The  management of the Fund is  responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America.  Those  controls  include the  safeguarding  of
assets against unauthorized acquisition, use, or disposition.

Because of inherent  limitations in internal  control,  error or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material  weakness  is a  condition  in which  the  design or  operation  of the
specific  internal control  components does not reduce to a relatively low level
the risk that  misstatements  caused by error or fraud in amounts  that would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control,  including  controls  for  safeguarding  securities,  that we
consider to be material weaknesses as defined above as of May 31, 2001.

This report is intended solely for the information and use of management and the
Board of Directors of Pilgrim Growth & Income Fund,  Inc. and the Securities and
Exchange  Commission  and is not intended to be and should not be used by anyone
other than these specified parties.

/s/ KPMG LLP

July 9, 2001

EX-99.77.M

                                                                    Exhibit 77-M

MERGERS

The Board of Directors of the Registrant,  on behalf of the Fund (on November 2,
2000),  and the Board of Trustees of Pilgrim  Funds  Trust  (formerly  ING Funds
Trust),  on behalf of ING Growth and Income Fund (on  November  16,  2000),  and
Shareholders  of ING Growth and Income Fund (on February 22, 2001),  approved an
Agreement and Plan of Reorganization  under which Pilgrim Growth and Income Fund
acquired  all of the assets  and  liabilities  of ING Growth and Income  Fund in
exchange  for  Classes  A, B, and C  shares,  as  applicable,  of the Fund  (the
"Reorganization"). The Reorganization concluded on February 23, 2001.

EX-99.77.Q.1

                                                                   Exhibit 77-Q1

EXHIBITS

(e) Form of Investment Management Agreement between the Registrant, on behalf of
the Fund,  and  Pilgrim  Investments,  Inc.  is  incorporated  by  reference  to
Post-Effective  Amendment No. 70 to the  Registration  Statement on Form N-1A as
filed on March 1, 2001.

(g) Form of Agreement  and Plan of  Reorganization  between the  Registrant,  on
behalf of the Fund,  and ING Funds  Trust,  on behalf of ING  Growth  and Income
Fund, is incorporated by reference to the Registration Statement on Form N-14 as
filed on December 19, 2000.