Securities Act File No. 2-34552
Securities Act File No. 2-91302
Securities Act File No. 33-847
Securities Act File No. 33-849
Securities Act File No. 33-56094
Securities Act File No. 33-56881
Securities Act File No. 33-67852
Securities Act File No. 33-91706
Securities Act File No. 333-33445
PILGRIM FUNDS
Supplement dated May 3, 2000
to the Prospectus dated May 1, 2000
(Classes A, B, C, M, and T)
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, it is expected that
the Boards of the Pilgrim Funds will consider approval of new advisory contracts
between the Funds and Pilgrim Investments, and that shareholder approval of
these contracts will be sought at a meeting to be scheduled in the near future.
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 in August, 2000.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
