PILGRIM SMALLCAP OPPORTUNITIES FUND
497, 1999-11-12
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                                                           SEC File No. 33-00849
                                                           SEC File No. 33-00847

                                  PILGRIM FUNDS


                        Sticker dated November 4, 1999 to
                       the Prospectus dated March 1, 1999
                  (as previously supplemented November 1, 1999)


     Effective  November  1, 1999,  the name of  Northstar  Growth Fund has been
changed to Pilgrim Growth  Opportunities  Fund and the name of Northstar Special
Fund has been changed to Pilgrim SmallCap Opportunities Fund.


                PLEASE RETAIN THIS STICKER FOR FUTURE REFERENCE.


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