PILGRIM MUTUAL FUNDS
497, 2000-08-15
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                                                           SEC FILE NO. 33-56094

                                  PILGRIM FUNDS

         Supplement dated August 14, 2000 to the Class A, B, C, M and T
       Domestic Equity Funds and International Equity Funds Prospectuses
                               dated July 31, 2000
        (This supplement supercedes the Supplement 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 October 1, 2000,  Nicholas-Applegate  Capital Management ("NACM")
will no longer serve as Sub-Adviser of Pilgrim  Convertible  Fund  ("Convertible
Fund"), 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. Effective October 1, 2000, 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, 2000, Mary Lisanti, Executive Vice President and Chief
Investment  Officer -- Domestic Equities of Pilgrim  Investments,  and Thomas J.
Sullivan,  Vice  President and Portfolio  Manager of Pilgrim  Investments,  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  was a Partner and
Equity  Trader  for First NY  Securities,  LLC in New York from  April,  2000 to
August,  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 of Pilgrim  Investments
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.
<PAGE>
     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
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  October 1, 2000,  Andrew  Chow,  Vice  President  and  Portfolio
Manager of Pilgrim Investments, will be primarily responsible for the day-to-day
management of Convertible Fund. Prior to joining Pilgrim  Investments in August,
2000, 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 International Equity Funds 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.
<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
<PAGE>
                                                           SEC FILE NO. 33-56094

                                  PILGRIM FUNDS

           Supplement dated August 14, 2000 to the Class Q Prospectus
                              dated July 31, 2000
        (This supplement supercedes the Supplement 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 October 1, 2000,  Nicholas-Applegate  Capital Management ("NACM")
will no longer serve as Sub-Adviser of Pilgrim  Convertible  Fund  ("Convertible
Fund"), 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. Effective October 1, 2000, 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, 2000, Mary Lisanti, Executive Vice President and Chief
Investment  Officer -- Domestic Equities of Pilgrim  Investments,  and Thomas J.
Sullivan,  Vice  President and Portfolio  Manager of Pilgrim  Investments,  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  was a Partner and
Equity  Trader  for First NY  Securities,  LLC in New York from  April,  2000 to
August,  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 of Pilgrim  Investments
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
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.
<PAGE>
     Effective  October 1, 2000,  Andrew  Chow,  Vice  President  and  Portfolio
Manager of Pilgrim Investments, will be primarily responsible for the day-to-day
management of Convertible Fund. Prior to joining Pilgrim  Investments in August,
2000, 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.

     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


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