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 U.S. EQUITY FUNDS
PILGRIM EQUITY & INCOME FUNDS
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
1. PROPOSED FUND REORGANIZATIONS.
On November 2, 2000, the Board of Directors/Trustees of the Pilgrim Funds
approved proposals to reorganize the following Disappearing Funds into the
following Surviving Funds (the "Reorganizations"):
DISAPPEARING FUND SURVIVING FUND
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Pilgrim LargeCap Leaders Fund Pilgrim MagnaCap Fund
Pilgrim MidCap Value Fund Pilgrim MagnaCap Fund
Each proposed Reorganization is subject to approval by shareholders of the
Disappearing Fund. If shareholder approval is obtained, it is expected that the
Reorganizations would take place in the first quarter of 2001.
2. CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM LARGECAP GROWTH
FUND.
Effective immediately, the following disclosure will replace the disclosure
under "Pilgrim LargeCap Growth Fund -- Investment Strategy" on page 14 of the
Prospectus:
The Fund normally invests at least 65% of its net assets in equity
securities of large U.S. companies that the portfolio managers believe have
above-average prospects for growth. The equity securities in which the Fund
may invest include common and preferred stock, warrants, and convertible
securities. The Fund considers a company to be large if its market
capitalization corresponds at the time of purchase to the upper 90% of the
S&P 500 Index. As of October 19th, 2000, this meant market capitalizations
in the range of $10 billion to $571 billion. Capitalization of companies in
the S&P 500 Index will change with market conditions.
The portfolio managers emphasize a growth approach by searching for
companies that they believe are managing change advantageously and may be
poised to exceed growth expectations. The portfolio managers focus on both
a "bottom-up" analysis that evaluates the financial condition and
competitiveness of individual companies and a "top-down" thematic approach
and a sell discipline. The portfolio managers seek to identify themes that
reflect the major social, economic and technological trends that they
believe are likely to shape the future of business and commerce over the
next three to five years, and seek to provide a framework for identifying
the industries and companies they believe may benefit most. This "top-down"
approach is combined with rigorous fundamental research (a "bottom-up"
approach) to guide stock selection and portfolio structure.
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3. EXCHANGES
Effective November 6, 2000, the following disclosure supplements the
disclosure under "Shareholder Guide -- Transaction Policies -- Exchanges" on
page 44 of the Prospectus:
You may also exchange shares of a Fund for shares of the same class of any
ING Fund, without paying any additional sales charge. Shares subject to a
CDSC will continue to age from the date that the original shares were
purchased.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
