485BPOS 1 e-6908.txt POST-EFFECTIVE AMENDMENT NO.2 TO FORM N-14 As filed with the Securities and Exchange Commission on May 30, 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 [X] Pre-Effective Amendment No. Post-Effective Amendment No. 2 [X] PILGRIM ADVISORY FUNDS, INC. (Exact Name of Registrant as Specified in Charter) 7337 East 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, LLC 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 (Name and Address of Agent for Service) With copies to: Jeffrey S. Puretz, Esq. Dechert 1775 Eye Street, N.W. Washington, DC 20006 ---------- It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) 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. ================================================================================ EXPLANATORY NOTE The purpose of this filing is to file as an exhibit the opinion and consent of counsel supporting the tax matters and consequences to shareholders of the reorganization, as required by Item 16 (12) of Form N-14. Parts A and B to this Registration Statement are incorporated by reference to the definitive Proxy Statement/Prospectus filed on EDGAR on February 1, 2001 (SEC File No. 333-51722), and the definitive Statement of Additional Information filed on EDGAR on February 1, 2001 (SEC File No. 333-51722). PART C OTHER INFORMATION ITEM 15. INDEMNIFICATION Section 2-418 of the General Corporation Law of the State of Maryland, Article VII of the Fund's Articles of Corporation, Article VI of the Fund's Bylaws, the Investment Management Agreement filed as Exhibit (6)(A), and the Underwriting Agreement filed as Exhibit (7)(A) provide for indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to directors, officers and controlling persons of the Registrant, pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS (1)(A) Form of Articles of Incorporation (3) (B) Form of Articles of Supplementary designating Pilgrim America Strategic Income Fund (3) (C) Form of Amendment to Articles of Incorporation (3) (D) Form of Certificate of Correction to Articles of Incorporation (6) (E) Form of Certificate of Correction to Articles of Supplementary (6) (F) Form of Articles Supplementary designating Class C (6) (G) Form of Articles Supplementary designating Class Q (9) (H) Form of Articles of Amendment (10) (I) Form of Certificate of Correction (10) (2) Form of Amended and Restated Bylaws (1) (3) Not Applicable (4) Agreement and Plan of Reorganization (11) (5) Specimen security (2) (6)(A) Form of Investment Management Agreement (10) Form of Portfolio Management Agreement with HSBC Asset Management Americas Inc. and HSBC Asset (B) Management Hong Kong Limited relating to Asia-Pacific Equity Fund (7) Form of Underwriting Agreement between Pilgrim Advisory Funds, Inc. and Pilgrim Securities, Inc. (7)(A) Form of Underwriting Agreement between Pilgrim Advisory Funds, Inc. and Pilgrim Securities, Inc. (11) (B) Form of Selling Group Agreement (3) (C) Form of Service Agreement between Pilgrim Securities, Inc. and broker-dealers (3) C-1 (8) Not Applicable (9)(A) Form of Custody Agreement (3) (B) Form of Recordkeeping Agreement (3) (10)(A) Form of Service and Distribution Plan for Class A Shares (3) (B) Form of Service and Distribution Plan for Class B Shares (5) (C) Form of Service and Distribution Plan for Class M Shares (3) (D) Form of Amended and Restated Multiple Class Plan Adopted Pursuant to Rule 18f-3 (8) (11) Form of Opinion and Consent of Counsel (11) (12)(A) Opinion of Counsel supporting tax matters and consequences filed herewith (B) Consent of Counsel (13)(A) Form of Shareholder Service Agreement with Pilgrim Group, Inc. (6) (B) Form of Amended and Restated Expense Limitation Agreement (9) (14)(A) Consent of KPMG LLP (11) (B) Consent of PricewaterhouseCoopers LLP (12) (15) Not Applicable (16) Powers of Attorney for Directors previously filed with Registrant's Registration Statement on Form N-14 on December 13, 2000, and incorporated herein by reference. (17) Not Applicable ---------- (1) Filed as an exhibit to Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A filed on October 30, 1996, and incorporated herein by reference. (2) Filed as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A filed on June 22, 1995, and incorporated herein by reference. (3) Filed as an exhibit to Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A filed on August 14, 1998, and incorporated herein by reference. (4) Filed as an exhibit to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A filed on October 27, 1998, and incorporated herein by reference. (5) Filed as an exhibit to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A filed on March 25, 1999, and incorporated herein by reference. (6) Filed as an exhibit to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A filed on May 24, 1999, and incorporated herein by reference. (7) Filed as an exhibit to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A filed on September 2, 1999, and incorporated herein by reference. (8) Filed as an exhibit to Post-Effective Amendment No. 11 to the Registration Statement on Form N-1A filed on October 29, 1999, and incorporated herein by reference. C-2 (9) Filed as an exhibit to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A filed on January 4, 2000, and incorporated herein by reference. (10) Filed as an exhibit to Post-Effective Amendment No 14 to the Registration Statement on Form N-1A filed on November 1, 2000, and incorporated herein by reference. (11) Filed as an exhibit to the Registration Statement on Form N-14 filed on December 13, 2000, and incorporated herein by reference. (12) Filed as an exhibit to the Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-14 filed on January 19, 2001, and incorporated herein by reference. ITEM 17. UNDERTAKINGS (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act 17 CFR 230.145(c), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. C-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 2 to its Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and State of Arizona on the 29th day of May, 2001. PILGRIM ADIVSORY FUNDS, INC. By: /s/ Kimberly A. Anderson ------------------------------ Kimberly A. Anderson 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 May 29, 2001 John G. Turner* /s/ James M. Hennessy ------------------------------ President and Chief Executive May 29, 2001 James M. Hennessy Officer ------------------------------ Senior Vice President and Michael J. Roland* Principal Financial Officer May 29, 2001 ------------------------------ Trustee May 29, 2001 Paul S. Doherty* ------------------------------ Trustee May 29, 2001 Alan L. Gosule* ------------------------------ Trustee May 29, 2001 Walter H. May, Jr.* ------------------------------ Trustee May 29, 2001 Thomas J. McInerney C-4 ------------------------------ Trustee May 29, 2001 Jock Patton* ------------------------------ Trustee May 29, 2001 David W.C. Putnam* ------------------------------ Trustee May 29, 2001 Blaine E. Rieke ------------------------------ Trustee May 29, 2001 Richard A. Wedemeyer * By: /s/ James M. Hennessy ------------------------------ James M. Hennessy Attorney-in-Fact** ** Executed pursuant to powers of attorney filed with the Registrant's Form N-14 Registration Statement on December 13, 2000. C-5 EXHIBIT INDEX (12) (A) Opinion of Counsel supporting tax matters and consequences (B) Consent of Counsel