SEC File No. 33-00850
SEC File No. 33-00848
SEC File No. 33-20506
SEC File No. 33-67852
SEC File No. 33-56881
SEC File No. 33-00847
SEC File No. 33-00849
PILGRIM FUNDS
Supplement dated November 16, 1999
to the Prospectus dated March 1, 1999
(as previously supplemented November 1, 1999)
1. 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.
2. REVISION TO "MEET THE PORTFOLIO MANAGERS," PAGE 26.
The first paragraph under Mary Lisanti (Pilgrim Advisors) on page 26 is
hereby replaced with the following:
Mary Lisanti has managed the Pilgrim SmallCap Opportunities Fund since July
1998, has co-managed the Pilgrim MidCap Opportunities Fund since the fund
was formed in August 1998 and has managed or co-managed the Pilgrim Growth
Opportunities Fund since August 1998. She joined Pilgrim Advisors in May
1998.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
