Exhibit 77(q)(1)

                                    EXHIBITS

(b) Text of revised  principal  investment  strategy of Pilgrim LargeCap Leaders
Fund - filed as a supplement  dated  November 16, 2000,  to the Class A, B, C, M
and T U.S. Equity Funds and Equity & Income Funds  Prospectus  dated November 1,
2000, as filed on November 17, 2000 and incorporated herein by reference.

(e)(1) Form of Investment Management Agreement between the Registrant, on behalf
of  the  Funds,  and  Pilgrim  Investments,  Inc.  -  filed  as  an  exhibit  to
Post-Effective  Amendment  No. 15 to the  Registrant's  Form  N-1A  Registration
Statement on December 22, 2000 and incorporated herein by reference.