SEC FILE NO. 33-847
PILGRIM FUNDS
Supplement dated January 28, 2000 to the
Institutional Class Prospectus
dated January 4, 2000
CLOSURE OF PILGRIM SMALLCAP OPPORTUNITIES FUND
Pilgrim SmallCap Opportunities Fund ("SmallCap Opportunities") will be
closed to new investors effective February 29, 2000. Investors who are
shareholders of SmallCap Opportunities on February 29, 2000 may continue to buy
shares after that date into accounts existing on that day. SmallCap
Opportunities may reopen in the future subject to the discretion of the Board of
Trustees.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE