PILGRIM MUTUAL FUNDS
497, 2000-10-17
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                                                           SEC FILE NO. 33-56094

                                  PILGRIM FUNDS

                        Supplement dated October 2, 2000
                      to the Prospectus dated July 31, 2000
                                    Class: Q

ADDITION OF PORTFOLIO MANAGERS FOR THE PILGRIM EMERGING COUNTRIES FUND

On page 66 of the  Prospectus  under the  section  "MANAGEMENT  OF  FUNDS,"  the
disclosure  is hereby  amended to reflect that Jan Wim Derks,  Eric Anderson and
Bratin  Sanyal share the  responsibility  for the  day-to-day  management of the
Pilgrim Emerging Countries Fund (the "Emerging  Countries Fund") with Richard T.
Saler and Phillip A. Schwartz. The following disclosure is hereby added:

EMERGING COUNTRIES FUND

Jan Wim Derks,  Vice President of Pilgrim  Investments,  Inc.  ("Pilgrim"),  has
served as a member of the  portfolio  management  team that manages the Emerging
Countries  Fund since  October  2000.  Mr.  Derks also serves as a member of the
portfolio  management team that manages the Lexington  Emerging Markets Fund and
the  Pilgrim  Worldwide  Emerging  Markets  Fund.  In  addition to his role with
Pilgrim,  Mr. Derks also serves as Director of Global Emerging  Markets Equities
at  ING  Investment  Management  -  Europe.  Prior  to  joining  ING  Investment
Management - Europe,  Mr. Derks  managed a Latin  American  equity fund with ABN
AMRO.

Eric  Anderson,  Vice  President  of  Pilgrim,  has  served  as a member  of the
portfolio management team that manages the Emerging Countries Fund since October
2000. Mr. Anderson also serves as a member of the portfolio management team that
manages the Lexington  Emerging Markets Fund and the Pilgrim Worldwide  Emerging
Markets Fund. In addition to his role with Pilgrim,  Mr. Anderson also serves as
Senior  Portfolio  Manager - Global Emerging  Markets Equities at ING Investment
Management - Americas.  Prior to joining ING  Investment  Management - Americas,
Mr. Anderson  managed a Latin America equity  portfolio and  participated in the
management of an emerging market debt portfolio at Offitbank in New York.

Bratin  Sanyal,  Vice  President  of  Pilgrim,  has  served  as a member  of the
portfolio management team that manages the Emerging Countries Fund since October
2000. Mr. Sanyal also serves as a member of the portfolio  management  team that
manages the Lexington  Emerging Markets Fund and the Pilgrim Worldwide  Emerging
Markets  Fund.  In addition to his role with  Pilgrim,  Mr. Sanyal serves as the
Senior  Portfolio  Manager - Global Emerging  Markets Equities at ING Investment
Management - Europe.  Mr. Sanyal has held several  positions with ING Investment
Management - Europe,  most  recently as an Asian equity fund  manager.  Prior to
joining ING  Investment  Management  - Europe,  he was an economist at the World
Bank where he structured debt workouts for the Highly Indebted Countries.

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