Securities Act File No. 33-849
Securities Act File No. 33-847
Securities Act File No. 33-67852
Securities Act File No. 33-56881
Securities Act File No. 02-34552
Securities Act File No. 33-91706
Securities Act File No. 33-56094
Securities Act File No. 333-33445
Securities Act File No. 02-14767
PILGRIM FUNDS
Supplement dated July 31, 2000
to the Class A, B, C, M and T U.S. Equity Funds Prospectus dated July 31, 2000
Acquisition of ReliaStar Financial Corp. by ING Groep N.V.
On May 1, 2000, ReliaStar Financial Corp. (NYSE: RLR), the indirect parent
company of Pilgrim Investments, Inc., Adviser to the Funds, and Pilgrim
Securities, Inc., Distributor to the Funds, entered into an agreement under
which it will be acquired by ING Group (NYSE: ING). ING Group is a global
financial institution active in the field of insurance, banking, and asset
management in more than 60 countries, with almost 90,000 employees. Completion
of the acquisition is contingent upon, among other things, approval by the
Directors/Trustees of the Pilgrim Funds and certain shareholder and regulatory
approvals. The closing of the acquisition is expected to occur during the third
quarter of 2000.
Pilgrim Investments and Pilgrim Securities are expected to remain intact after
the transaction. 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.
The advisory contracts between the Funds and Pilgrim Investments may terminate
automatically at the time of the acquisition. As a result, the Boards of the
Pilgrim Funds have approved new advisory contracts between the Funds and Pilgrim
Investments, and shareholder approval of these contracts has been, or is being
sought at shareholder meetings.
Board Approval of Amendment to Advisory Agreement for Pilgrim Growth
Opportunities Fund and Pilgrim SmallCap Opportunities Fund
At a meeting held on April 27, 2000, the Board of Trustees of Pilgrim Growth
Opportunities Fund and Pilgrim SmallCap Opportunities Fund approved an amendment
to the Advisory Agreements of the Funds with Pilgrim Investments, Inc. The
amendment would have the effect of increasing the current management fee that
each Fund pays of 0.75% per annum of each Fund's average daily net assets to
0.95% for Pilgrim Growth Opportunities Fund, and 1.00% for Pilgrim SmallCap
Opportunities Fund. The amendment will become effective upon approval by
shareholders of the Funds. A meeting of shareholders of the Funds is scheduled
to occur on August 25, 2000.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
