PILGRIM MUTUAL FUNDS
497, 2000-07-27
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                                                           SEC FILE NO. 33-56094


                                  PILGRIM FUNDS

  Supplement dated July 31, 2000 to the Class A, B, C, M and T Domestic Equity
     Funds and International Equity Funds Prospectuses dated July 31, 2000

1. TERMINATION OF SUB-ADVISER FOR PILGRIM LARGECAP GROWTH FUND, PILGRIM
WORLDWIDE GROWTH FUND, PILGRIM INTERNATIONAL CORE GROWTH FUND, PILGRIM EMERGING
COUNTRIES FUND, AND PILGRIM CONVERTIBLE FUND.

     Effective September 1, 2000, Nicholas-Applegate Capital Management ("NACM")
will no longer serve as Sub-Adviser of Pilgrim Convertible Fund ("Convertible
Fund"), and effective October 1, 2000, NACM will no longer serve as Sub-Adviser
of Pilgrim LargeCap Growth Fund ("LargeCap Growth Fund"), Pilgrim Worldwide
Growth Fund ("Worldwide Growth Fund"), Pilgrim International Core Growth Fund
("International Core Growth Fund") and Pilgrim Emerging Countries Fund
("Emerging Countries Fund") (collectively, the "Funds"). NACM currently serves
as a Sub-Adviser to Pilgrim Investments, Inc. ("Pilgrim Investments") which is
the Adviser for those Funds. Upon each effective date of termination of NACM as
Sub-Adviser, Pilgrim Investments will manage directly these Funds under its
existing Investment Management Agreement. The fees payable to Pilgrim
Investments for serving as Adviser will not change.

     Effective October 1, Mary Lisanti, Executive Vice President and Chief
Investment Officer -- Domestic Equities of Pilgrim Investments, and Thomas J.
Sullivan will share responsibility for the day-to-day management of LargeCap
Growth Fund. Ms. Lisanti also will be primarily responsible for the day-to-day
management of the domestic equity component of Worldwide Growth Fund. The
biography for Ms. Lisanti is set forth in the Prospectus. Thomas J. Sullivan has
been a Partner and Equity Trader for First NY Securities, LLC in New York since
April, 2000. From April, 1994 to March, 2000, Mr. Sullivan was Vice President
and portfolio manager at NACM and part of the team that managed LargeCap Growth
Fund. Mr. Sullivan was also the co-manager of the Pilgrim MidCap Growth Fund
during that time and was the lead manager of the Nicholas-Applegate US Growth
Equity Offshore Fund.

     Effective October 1, 2000, Richard T. Saler and Philip A. Schwartz will
share responsibility for the day-to-day management of the International Core
Growth Fund, the Emerging Countries Fund, and the international portion of the
Worldwide Growth Fund. Mr. Saler has over 13 years of experience in
international investments. He is Senior Vice President and held a similar
position with Lexington Management Corporation ("LMC") prior to that firm's
recent acquisition by the parent company of Pilgrim Investments. Mr. Saler is a
member of an investment management team that manages both the Pilgrim Global
Corporate Leaders Fund and the Pilgrim International Fund (formerly the
Lexington Global Corporate Leaders Fund and the Lexington International Fund,
respectively), and he is the lead manager for the latter fund. Mr. Saler has
focused on international markets since joining LMC in 1986.

     Mr. Schwartz has over 12 years experience in international investments. He
is a Vice President at Pilgrim Investments, and held the same position with LMC
prior to that firms' recent acquisition. He is also a Chartered Financial
Analyst and a member of the New York Society of Security Analysts. Mr. Schwartz
<PAGE>
is a member of an investment management team that manages both the Pilgrim
Global Corporate Leaders Fund and Pilgrim International Fund. Prior to joining
LMC in 1993, he was Vice President of European Research Sales with Cheuvreux De
Virieu in Paris and New York, serving the institutional market. Prior to
Cheuvreux, Mr. Schwartz was affiliated with Olde and Co. and Kidder, Peabody as
a stockbroker.

     Effective September 1, 2000, Andrew Chow will be primarily responsible for
the day-to-day management of Convertible Fund. Prior to joining Pilgrim, Mr.
Chow was the portfolio manager of the Conseco Convertible Securities Fund since
1998. He joined Conseco in 1991 where he was also responsible for managing
convertible securities accounts.

     Following the assumption of portfolio management duties by Pilgrim
Investments, portfolio turnover may be higher than usual in connection with the
potential restructuring of the holdings of these Funds to reflect the management
style of Pilgrim Investments. Such potential restructuring may result in
transactional costs for the Funds and may result in accelerated capital gain
distributions as a result of the turnover.

2. CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM WORLDWIDE GROWTH
FUND.

     Effective October 1, 2000, the following disclosure will replace the
disclosure under "Pilgrim Worldwide Growth Fund -- Investment Strategy" on page
6 of the Prospectus:

          Under normal conditions the Fund invests at least 65% of its total
          assets in securities of issuers located in at least three different
          countries, one of which normally includes the U.S. The Fund normally
          invests at least 75% of its total assets in common stock. The Fund may
          invest in companies located in countries with emerging securities
          markets when the adviser believes they present attractive investment
          opportunities.

          In considering common stock of US companies, the adviser selects
          companies that it believes have above average prospects for growth.
          The companies may have a large, medium or small market capitalization.
          The adviser seeks companies expected to benefit most from major
          social, economic and technological trends that are likely to shape the
          future of business and commerce over the next three to five years in
          the U.S. This trend-oriented approach is combined with fundamental
          research to guide stock selection and the structure of the U.S.
          portion of the portfolio.

          In considering the common stock of non-U.S. companies, the adviser
          selects companies that it believes offer the best relative value in a
          number of different categories and, as a result, the best prospects
          for capital appreciation. Such categories may include, but are not
          limited to, companies affected by important socio-economic trends (as
          described above in the case of U.S. stock selection); companies based
          in certain regions; and companies operating in major economic sectors.
          This relative value seeking approach is combined with fundamental
          research to guide stock selection and the structure of the non-U.S.
          portion of the portfolio.

                                       2
<PAGE>
          From time to time, the adviser reviews the allocation between U.S.
          stocks and non-U.S. stocks with reference to the corresponding
          breakdown of market capitalization in the major indices of global
          stocks and to other factors deemed appropriate by the adviser.

                    SAVE THIS SUPPLEMENT FOR FUTURE REFERENCE

                                       3
<PAGE>
                                                           SEC FILE NO. 33-56094


                                  PILGRIM FUNDS

  Supplement dated July 31, 2000 to the Class Q Prospectus dated July 31, 2000

1. TERMINATION OF SUB-ADVISER FOR PILGRIM LARGECAP GROWTH FUND, PILGRIM
WORLDWIDE GROWTH FUND, PILGRIM INTERNATIONAL CORE GROWTH FUND, PILGRIM EMERGING
COUNTRIES FUND, AND PILGRIM CONVERTIBLE FUND.

     Effective September 1, 2000, Nicholas-Applegate Capital Management ("NACM")
will no longer serve as Sub-Adviser of Pilgrim Convertible Fund ("Convertible
Fund"), and effective October 1, 2000, NACM will no longer serve as Sub-Adviser
of Pilgrim LargeCap Growth Fund ("LargeCap Growth Fund"), Pilgrim Worldwide
Growth Fund ("Worldwide Growth Fund"), Pilgrim International Core Growth Fund
("International Core Growth Fund") and Pilgrim Emerging Countries Fund
("Emerging Countries Fund") (collectively, the "Funds"). NACM currently serves
as a Sub-Adviser to Pilgrim Investments, Inc. ("Pilgrim Investments") which is
the Adviser for those Funds. Upon each effective date of termination of NACM as
Sub-Adviser, Pilgrim Investments will manage directly these Funds under its
existing Investment Management Agreement. The fees payable to Pilgrim
Investments for serving as Adviser will not change.

     Effective October 1, Mary Lisanti, Executive Vice President and Chief
Investment Officer -- Domestic Equities of Pilgrim Investments, and Thomas J.
Sullivan will share responsibility for the day-to-day management of LargeCap
Growth Fund. Ms. Lisanti also will be primarily responsible for the day-to-day
management of the domestic equity component of Worldwide Growth Fund. The
biography for Ms. Lisanti is set forth in the Prospectus. Thomas J. Sullivan has
been a Partner and Equity Trader for First NY Securities, LLC in New York since
April, 2000. From April, 1994 to March, 2000, Mr. Sullivan was Vice President
and portfolio manager at NACM and part of the team that managed LargeCap Growth
Fund. Mr. Sullivan was also the co-manager of the Pilgrim MidCap Growth Fund
during that time and was the lead manager of the Nicholas-Applegate US Growth
Equity Offshore Fund.

     Effective October 1, 2000, Richard T. Saler and Philip A. Schwartz will
share responsibility for the day-to-day management of the International Core
Growth Fund, the Emerging Countries Fund, and the international portion of the
Worldwide Growth Fund. Mr. Saler has over 13 years of experience in
international investments. He is Senior Vice President and held a similar
position with Lexington Management Corporation ("LMC") prior to that firm's
recent acquisition by the parent company of Pilgrim Investments. Mr. Saler is a
member of an investment management team that manages both the Pilgrim Global
Corporate Leaders Fund and the Pilgrim International Fund (formerly the
Lexington Global Corporate Leaders Fund and the Lexington International Fund,
respectively), and he is the lead manager for the latter fund. Mr. Saler has
focused on international markets since joining LMC in 1986.

     Mr. Schwartz has over 12 years experience in international investments. He
is a Vice President at Pilgrim Investments, and held the same position with LMC
prior to that firms' recent acquisition. He is also a Chartered Financial
Analyst and a member of the New York Society of Security Analysts. Mr. Schwartz
is a member of an investment management team that manages both the Pilgrim
Global Corporate Leaders Fund and Pilgrim International Fund. Prior to joining
<PAGE>
LMC in 1993, he was Vice President of European Research Sales with Cheuvreux De
Virieu in Paris and New York, serving the institutional market. Prior to
Cheuvreux, Mr. Schwartz was affiliated with Olde and Co. and Kidder, Peabody as
a stockbroker.

     Effective September 1, 2000, Andrew Chow will be primarily responsible for
the day-to-day management of Convertible Fund. Prior to joining Pilgrim, Mr.
Chow was the portfolio manager of the Conseco Convertible Securities Fund since
1998. He joined Conseco in 1991 where he was also responsible for managing
convertible securities accounts.

     Following the assumption of portfolio management duties by Pilgrim
Investments, portfolio turnover may be higher than usual in connection with the
potential restructuring of the holdings of these Funds to reflect the management
style of Pilgrim Investments. Such potential restructuring may result in
transactional costs for the Funds and may result in accelerated capital gain
distributions as a result of the turnover.

2. CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM WORLDWIDE GROWTH
FUND.

     Effective October 1, 2000, the following disclosure will replace the
disclosure under "Pilgrim Worldwide Growth Fund -- Investment Strategy" on page
30 of the Prospectus:

          Under normal conditions the Fund invests at least 65% of its total
          assets in securities of issuers located in at least three different
          countries, one of which normally includes the U.S. The Fund normally
          invests at least 75% of its total assets in common stock. The Fund may
          invest in companies located in countries with emerging securities
          markets when the adviser believes they present attractive investment
          opportunities.

          In considering common stock of US companies, the adviser selects
          companies that it believes have above average prospects for growth.
          The companies may have a large, medium or small market capitalization.
          The adviser seeks companies expected to benefit most from major
          social, economic and technological trends that are likely to shape the
          future of business and commerce over the next three to five years in
          the U.S. This trend-oriented approach is combined with fundamental
          research to guide stock selection and the structure of the U.S.
          portion of the portfolio.

          In considering the common stock of non-U.S. companies, the adviser
          selects companies that it believes offer the best relative value in a
          number of different categories and, as a result, the best prospects
          for capital appreciation. Such categories may include, but are not
          limited to, companies affected by important socio-economic trends (as
          described above in the case of U.S. stock selection); companies based
          in certain regions; and companies operating in major economic sectors.
          This relative value seeking approach is combined with fundamental
          research to guide stock selection and the structure of the non-U.S.
          portion of the portfolio.

                                       2
<PAGE>
          From time to time, the adviser reviews the allocation between U.S.
          stocks and non-U.S. stocks with reference to the corresponding
          breakdown of market capitalization in the major indices of global
          stocks and to other factors deemed appropriate by the adviser.

                    SAVE THIS SUPPLEMENT FOR FUTURE REFERENCE

                                       3


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