NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF COMBINATION:
On November 2, 2000, the Boards of Pilgrim Emerging Countries Fund ("Emerging Countries Fund"), Pilgrim
Emerging Markets Value Fund ("Emerging Markets Value Fund") and Pilgrim Worldwide Emerging Markets
Fund ("Worldwide Emerging Markets Fund"), approved an Agreement and Plan of Reorganization (the "Plan")
whereby, subject to approval by the shareholders of Emerging Markets Value Fund and Worldwide Emerging
Markets Fund, Emerging Countries Fund will acquire all of the assets of the Emerging Markets Value Fund and
Worldwide Emerging Markets Fund subject to the liabilities of such Funds, in exchange for a number of shares
equal to the pro rata net assets of shares of the Emerging Countries Fund (the "Merger").
The Merger will be accounted for as a tax free merger of investment companies. The unaudited pro forma
combined financial statements are presented for the information of the reader and may not necessarily be
representative of what the actual combined financial statements would have been had the reorganization occurred
at June 30, 2000. The unaudited pro forma portfolio of investments and statement of assets and liabilities reflect
the financial position of Emerging Countries Fund, Emerging Markets Value Fund and Worldwide Emerging
Markets Fund at June 30, 2000. The unaudited pro forma statement of operations reflects the results of
operations of Emerging Countries Fund, Emerging Markets Value Fund and Worldwide Emerging Markets Fund
for the year ended June 30, 2000. These statements have been derived from the Funds' respective books and
records utilized in calculating daily net asset value at the dates indicated above for Emerging Countries Fund,
Emerging Markets Value Fund and Worldwide Emerging Markets Fund under generally accepted accounting
principles. The historical cost of investment securities will be carried forward to the surviving entity and results of
operations of Emerging Countries F