SEC File No. 33-56094
PILGRIM FUNDS
Supplement dated November 16, 1999
to the Prospectus dated November 1, 1999
Class Q
PROPOSED AGREEMENTS AND PLANS OF REORGANIZATION
On November 16, 1999, the Board of Directors/Trustees of the Pilgrim Funds
approved the following proposed reorganizations: (i) Pilgrim High Yield Fund III
into Pilgrim High Yield Fund II; (ii) Pilgrim Income & Growth Fund and Pilgrim
Balance Sheet Opportunities Fund into Pilgrim Balanced Fund; and (iii) Pilgrim
Government Securities Fund into Pilgrim Government Securities Income Fund. The
proposed reorganization of Pilgrim High Yield Fund III into Pilgrim High Yield
Fund II is subject to the approval of the shareholders of Pilgrim High Yield
Fund III. The proposed reorganization of Pilgrim Income & Growth Fund and
Pilgrim Balance Sheet Opportunities Fund into Pilgrim Balanced Fund is subject
to the approval of the shareholders of Pilgrim Income & Growth Fund and Pilgrim
Balance Sheet Opportunities Fund. The proposed reorganization of Pilgrim
Government Securities Fund into Pilgrim Government Securities Income Fund is
subject to the approval of shareholders of both of the Funds. If shareholder
approval is obtained, it is expected that the reorganizations will take place in
March 2000.
