Securities Act File No. 33-847
Securities Act File No. 33-849
Securities Act File No. 33-56881
Securities Act File No. 33-67852
PILGRIM FUNDS
Supplement dated September 1, 2000 to
the Class I Prospectus dated May 1, 2000
(This Supplement supercedes the Supplement dated May 3, 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 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. AMENDMENT TO ADVISORY AGREEMENT FOR PILGRIM GROWTH OPPORTUNITIES FUND AND
PILGRIM SMALLCAP OPPORTUNITIES FUND
At meetings held on August 25, 2000 and August 29, 2000, respectively,
shareholders of Pilgrim Growth Opportunities Fund ("Growth Opportunities Fund")
and Pilgrim SmallCap Opportunities Fund ("SmallCap Opportunities Fund"),
approved an amendment to the Advisory Agreements of the Funds with Pilgrim
Investments. The amendment has 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 Growth Opportunities Fund, and 1.00% for SmallCap
Opportunities Fund.
The disclosure for Growth Opportunities Fund and SmallCap Opportunities Fund in
the Prospectus section entitled "What You Pay to Invest" is revised to reflect
the following:
OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS (AS A % OF AVERAGE NET ASSETS)(1)
Growth
Opportunities Management Other Operating
Fund Fee 12b-1 Fee Expenses Expenses
---- --- --------- -------- --------
Class I 0.95% N/A 0.25% 1.20%
----------
(1) These tables show the estimated operating expenses for each Fund by class
as a ratio of expenses to average daily net assets. These expenses are
based on each Fund's actual operating expenses for its most recent complete
fiscal year, revised to reflect the new advisory fees of the Funds.
<PAGE>
SmallCap
Opportunities Management Other Operating
Fund Fee 12b-1 Fee Expenses Expenses
---- --- --------- -------- --------
Class I 1.00% N/A 0.38% 1.38%
EXAMPLES
The following examples are intended to help compare the cost of investing in the
Pilgrim Funds with the cost of investing in other mutual funds. Each example
assumes that you invested $10,000, reinvested all your dividends, the Fund
earned an average annual return of 5%, and annual operating expenses remained at
the current level. Keep in mind this is only an estimate -- actual expenses and
performance may vary.
1 year 3 years 5 years 10 years
------ ------- ------- --------
Growth Opportunities Fund - Class I $122 $381 $660 $1,455
SmallCap Opportunities Fund - Class I $141 $437 $755 $1,657
* * *
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
