PILGRIM BANK & THRIFT FUND INC
497, 2000-11-17
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                                               Securities Act File No. 333-33445

                                  PILGRIM FUNDS

                       Supplement dated November 16, 2000
                   to the Statement of Additional Information
                             dated November 1, 2000

ADDITION OF FUNDAMENTAL INVESTMENT RESTRICTION FOR PILGRIM BANK AND THRIFT FUND.

     Effective  November  2, 2000,  the  following  disclosure  supplements  the
disclosure under "Investment Restrictions -- The Bank and Thrift Fund" beginning
on page 94 of the Statement of Additional Information:

(11) The Fund may not issue  senior  securities,  except (1) insofar as the Fund
     may be deemed to have issued a senior security by reason of borrowing money
     in accordance with the Fund's fundamental  restriction on borrowing and (2)
     as permitted by the  Investment  Company Act of 1940,  as amended,  and the
     rules and regulations promulgated thereunder or an exemption therefrom.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


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