Securities Act File No. 33-67852
Securities Act File No. 33-91706
Securities Act File No. 33-56094
Securities Act File No. 33-13436
Securities Act File No. 02-72428
Securities Act File No. 33-72226
Securities Act File No. 33-59363
Securities Act File No. 02-93307
Securities Act File No. 333-02265
Securities Act File No. 02-32488
PILGRIM FUNDS
Supplement dated September 1, 2000
to the Class A, B, C, M and T International Equity Funds
Prospectus dated July 31, 2000
(This Supplement supercedes the supplement dated July 31, 2000.)
1. ACQUISITION OF RELIASTAR FINANCIAL CORP. BY ING GROEP N.V.
On September 1, 2000, ING Groep N.V. (NYSE: ING) acquired ReliaStar Financial
Corp. (NYSE: RLR), the indirect parent company of Pilgrim Investments, Inc.
("Pilgrim Investments"), Adviser to the Funds, and Pilgrim Securities, Inc.
("Pilgrim Securities"), Distributor to the Funds. ING Group is a global
financial institution active in the fields of insurance, banking, and asset
management in more than 65 countries, with almost 100,000 employees.
Pilgrim Investments and Pilgrim Securities are expected to remain intact after
the acquisition. Pilgrim Investments does not currently anticipate that there
will be any changes in the investment personnel primarily responsible for
management of the Funds as a result of the acquisition.
Under the provisions of the advisory contracts between the Pilgrim Funds and
Pilgrim Investments, those agreements might be deemed to terminate automatically
at the time of the acquisition. As a result, the Board of Directors/Trustees and
the shareholders of the Funds approved new advisory contracts between the
Pilgrim Funds and Pilgrim Investments, which took effect immediately after the
acquisition.
2. REDEMPTION FEE FOR PILGRIM TROIKA DIALOG RUSSIA FUND
The chart entitled "Fees You Pay Directly" in the section entitled "What You Pay
To Invest" is revised to reflect that shares of Pilgrim Troika Dialog Russia
Fund, Inc. are subject to a redemption fee of 2.0% of the amount redeemed if
shares are redeemed within 365 days of purchase.
3. TERMINATION OF SUB-ADVISER FOR PILGRIM WORLDWIDE GROWTH FUND, PILGRIM
INTERNATIONAL CORE GROWTH FUND, AND PILGRIM EMERGING COUNTRIES FUND.
Effective October 1, 2000, Nicholas-Applegate Capital Management ("NACM") will
no longer serve as Sub-Adviser of Pilgrim Worldwide Growth Fund ("Worldwide
Growth Fund"), Pilgrim International Core Growth Fund ("International Core
Growth Fund") and Pilgrim Emerging Countries Fund ("Emerging Countries Fund")
(collectively, the "Funds"). NACM currently serves as a Sub-Adviser to Pilgrim
Investments, which is the Adviser for those Funds. Effective October 1, 2000,
Pilgrim Investments will manage directly these Funds under its existing
Investment Management Agreement. The fees payable to Pilgrim Investments for
serving as Adviser will not change.
Effective October 1, 2000, Mary Lisanti, Executive Vice President and Chief
Investment Officer -- Domestic Equities of Pilgrim Investments, will be
primarily responsible for the day-to-day management of the domestic equity
component of Worldwide Growth Fund. The biography for Ms. Lisanti is set forth
in the Prospectus.
<PAGE>
Effective October 1, 2000, Richard T. Saler and Philip A. Schwartz will share
responsibility for the day-to-day management of the International Core Growth
Fund, the Emerging Countries Fund, and the international portion of the
Worldwide Growth Fund. Mr. Saler has over 13 years of experience in
international investments. He is Senior Vice President of Pilgrim Investments
and held a similar position with Lexington Management Corporation ("LMC") prior
to that firm's recent acquisition by the parent company of Pilgrim Investments.
Mr. Saler is a member of an investment management team that manages both the
Pilgrim Global Corporate Leaders Fund and the Pilgrim International Fund
(formerly the Lexington Global Corporate Leaders Fund and the Lexington
International Fund, respectively), and he is the lead manager for the latter
fund. Mr. Saler has focused on international markets since joining LMC in 1986.
Mr. Schwartz has over 12 years experience in international investments. He is a
Vice President at Pilgrim Investments, and held the same position with LMC prior
to that firms' recent acquisition. He is also a Chartered Financial Analyst and
a member of the New York Society of Security Analysts. Mr. Schwartz is a member
of an investment management team that manages both the Pilgrim Global Corporate
Leaders Fund and Pilgrim International Fund. Prior to joining LMC in 1993, he
was Vice President of European Research Sales with Cheuvreux De Virieu in Paris
and New York, serving the institutional market. Prior to Cheuvreux, Mr. Schwartz
was affiliated with Olde and Co. and Kidder, Peabody as a stockbroker.
Following the assumption of portfolio management duties by Pilgrim Investments,
portfolio turnover may be higher than usual in connection with the potential
restructuring of the holdings of these Funds to reflect the management style of
Pilgrim Investments. Such potential restructuring may result in transactional
costs for the Funds and may result in accelerated capital gain distributions as
a result of the turnover.
4. CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM WORLDWIDE
GROWTH FUND.
Effective October 1, 2000, the following disclosure will replace the disclosure
under "Pilgrim Worldwide Growth Fund -- Investment Strategy" on page 6 of the
Prospectus:
Under normal conditions the Fund invests at least 65% of its total assets
in securities of issuers located in at least three different countries, one
of which normally includes the U.S. The Fund normally invests at least 75%
of its total assets in common stock. The Fund may invest in companies
located in countries with emerging securities markets when the Adviser
believes they present attractive investment opportunities.
In considering common stock of U.S. companies, the Adviser selects
companies that it believes have above average prospects for growth. The
companies may have a large, medium or small market capitalization. The
Adviser seeks companies expected to benefit most from major social,
economic and technological trends that are likely to shape the future of
business and commerce over the next three to five years in the U.S. This
trend-oriented approach is combined with fundamental research to guide
stock selection and the structure of the U.S. portion of the portfolio.
In considering the common stock of non-U.S. companies, the Adviser selects
companies that it believes offer the best relative value in a number of
different categories and, as a result, the best prospects for capital
appreciation. Such categories may include, but are not limited to,
companies affected by important socio-economic trends (as described above
in the case of U.S. stock selection); companies based in certain regions;
and companies operating in major economic sectors. This relative value
seeking approach is combined with fundamental research to guide stock
selection and the structure of the non-U.S. portion of the portfolio.
From time to time, the Adviser reviews the allocation between U.S. stocks
and non-U.S. stocks with reference to the corresponding breakdown of market
capitalization in the major indices of global stocks and to other factors
deemed appropriate by the Adviser.
<PAGE>
5. CHANGE IN SUB-ADVISER FOR THE PILGRIM SMALLCAP ASIA GROWTH FUND
The disclosure under "Management of the Funds -- Pilgrim SmallCap Asia Growth
Fund" on page 44 of the Prospectus is hereby replaced with the following:
INSINGER ASSET MANAGEMENT (U.S.) INC. (INSINGER)
Insinger is the sub-adviser of the Pilgrim SmallCap Asia Growth Fund.
Insinger is located at 1605 Wheelock House, 20 Pedder Street, Central, Hong
Kong. Insinger provides investment advice and management to Pilgrim
SmallCap Asia Growth Fund.
Christina Lam, Vice President of Insinger, is the lead manager on a
portfolio management team that manages the Pilgrim SmallCap Asia Growth
Fund. Prior to July 2000, Ms. Lam was a Vice President of Crosby Asset
Management (US) Inc. ("Crosby"), the former sub-adviser to the Fund. Ms.
Lam joined Crosby in 1991. After graduating with a law degree with honors
from Warwick University, she qualified as a Barrister from Lincoln's Inn in
London. In 1987 she joined Schroder Securities Limited in Hong Kong as an
investment analyst, where her coverage included the utilities, industrials,
and retail sectors and conglomerates.
Please be advised of the new address of the Pilgrim Funds, effective
immediately:
ING Pilgrim Funds
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
