Securities Act File No. 33-67852
                                               Securities Act File No. 33-91706
                                               Securities Act File No. 33-56094
                                               Securities Act File No. 33-13436
                                               Securities Act File No. 02-72428
                                               Securities Act File No. 33-72226
                                               Securities Act File No. 33-59363
                                               Securities Act File No. 02-93307
                                               Securities Act File No. 333-02265
                                               Securities Act File No. 02-32488
                                               Securities Act File No. 333-89733
                                               Securities Act File No. 33-5827

                       PILGRIM INTERNATIONAL EQUITY FUNDS
                          PILGRIM PRECIOUS METALS FUNDS
                        PILGRIM INTERNATIONAL INCOME FUND

                    Supplement dated January 22, 2001 to the
   Class A, B, C and M International Equity Funds, Precious Metals Funds and
           International Income Fund Prospectus dated November 1, 2000

1.   PROPOSED FUND REORGANIZATIONS.

     On November 2, 2000, the Board of  Directors/Trustees  of the Pilgrim Funds
approved  proposals to  reorganize  the  following  Disappearing  Funds into the
following Surviving Funds (the "Reorganizations"):

               DISAPPEARING FUND                        SURVIVING FUND
               -----------------                        --------------

     Pilgrim Emerging Markets Value Fund       Pilgrim Emerging Countries Fund
     Pilgrim Worldwide Emerging Markets Fund   Pilgrim Emerging Countries Fund
     Pilgrim Global Corporate Leaders Fund     Pilgrim Worldwide Growth Fund
     Pilgrim Global Technology Fund            ING Global Information
     Pilgrim Silver Fund                        Technology Fund
     Pilgrim SmallCap Asia Growth Fund         Pilgrim Gold Fund
     Pilgrim Global Income Fund                Pilgrim Asia-Pacific Equity Fund
                                               Pilgrim Strategic Income Fund

Each  proposed  Reorganization  is subject to  approval by  shareholders  of the
Disappearing Fund. If shareholder approval is obtained,  it is expected that the
Reorganizations would take place in the first quarter of 2001.

2.   CHANGE IN DESCRIPTION OF INVESTMENT STRATEGIES FOR PILGRIM WORLDWIDE GROWTH
FUND, PILGRIM  INTERNATIONAL  FUND, PILGRIM  INTERNATIONAL CORE GROWTH FUND, AND
PILGRIM EMERGING COUNTRIES FUND.

     Effective  November 2, 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 net assets in
     equity  securities of issuers located in at least three  countries,  one of
     which may be the U.S. The Fund generally  invests at least 75% of its total
     assets in common and preferred stocks, warrants and convertible securities.
     The Fund may  invest  in  companies  located  in  countries  with  emerging
     securities  markets  when  the  portfolio  managers  believe  they  present
     attractive investment opportunities.

     International Component. The portfolio managers primarily use a "bottom-up"
     fundamental analysis to identify stocks which they believe offer good value
     relative  to their  peers in the  same  industry,  sector  or  region.  The
     portfolio  managers  will  invest  at least  65% of the  Fund's  assets  in
     companies which,  based upon a fundamental  analysis of a company's earning
     prospects,  they believe will  experience  faster earnings per share growth
     than that of other  companies  located  in one or more of the same  market,
     sector, or industry. In conducting its fundamental analysis,  the portfolio
     managers focus on various  factors,  including  valuation of the companies,
     potential catalysts to stock price appreciation, quality of management, and
     financial  measures,  especially  cash  flow and the cash  flow  return  on
     capital.  They also use a "top-down"  analysis to identify important themes
     or issues which may affect the investment environment in certain regions or
     sectors and to estimate regional market risks.

     U.S.  Component.  The Fund normally  invests in equity  securities of large
     U.S.   companies  that  the  portfolio  managers  feel  have  above-average
     prospects  for  growth.  The Fund  considers  a company  to be large if its
     market capitalization  corresponds at the time of purchase to the upper 90%
     of the  S&P  500  Index.  As of  October  19th,  2000,  this  meant  market
     capitalizations in the range of $10 billion to $571 billion. Capitalization
     of companies in the S&P 500 Index will change with market conditions.

     The  portfolio  managers  emphasize  a growth  approach  by  searching  for
     companies that they believe are managing change  advantageously  and may be
     poised to exceed growth expectations.  The portfolio managers focus on both
     a  "bottom-up"   analysis  that  evaluates  the  financial   condition  and
     competitiveness of individual  companies and a "top-down" thematic approach
     and a sell discipline.  The portfolio managers seek to identify themes that
     reflect  the major  social,  economic  and  technological  trends that they
     believe are likely to shape the future of business  and  commerce  over the
     next three to five years,  and seek to provide a framework for  identifying
     the industries and companies they believe may benefit most. This "top-down"
     approach is combined  with  rigorous  fundamental  research (a  "bottom-up"
     approach) to guide stock selection and portfolio structure.

     From time to time, the Adviser  reviews the allocation  between U.S. stocks
     and non-U.S. stocks in the portfolio, and may rebalance the portfolio using
     factors that the Adviser deems appropriate.

     Effective  November 2, 2000,  the  following  disclosure  will  replace the
disclosure under "Pilgrim  International Fund -- Investment Strategy" on page 12
of the Prospectus:

     Under normal conditions, the Fund invests at least 65% of its net assets in
     equity securities of issuers located in countries outside the U.S. The Fund
     generally  invests at least 75% of its total assets in common and preferred
     stocks,  warrants  and  convertible  securities.  The  Fund may  invest  in

                                       2

     companies  located in countries with emerging  securities  markets when the
     portfolio   managers   believe   they   present    attractive    investment
     opportunities.  The  Fund  also  may  invest  up to 35% of  its  assets  in
     securities of U.S. issuers, including investment-grade debt securities.

     The portfolio  managers primarily use "bottom-up"  fundamental  analysis to
     identify stocks which they believe offer good value relative to their peers
     in the same industry,  sector or region.  They also use "top-down" analysis
     to  identify  important  themes or issues  which may affect the  investment
     environment in certain  regions or sectors and to estimate  regional market
     risks. In conducting its fundamental analysis, the portfolio managers focus
     on various  factors,  including  valuation of the  companies,  catalysts to
     stock price  appreciation,  quality of management  and financial  measures,
     especially cash flow and the cash flow return on capital.

     Effective  November 2, 2000,  the  following  disclosure  will  replace the
disclosure under "Pilgrim International Core Growth Fund -- Investment Strategy"
on page 14 of the Prospectus:

     Under normal conditions, the Fund invests at least 65% of its net assets in
     equity securities of issuers located in countries outside the U.S. The Fund
     generally  invests at least 75% of its total assets in common and preferred
     stocks,  warrants  and  convertible  securities.  The  Fund may  invest  in
     companies  located in countries with emerging  securities  markets when the
     portfolio   managers   believe   they   present    attractive    investment
     opportunities.  The  Fund  also  may  invest  up to 35% of  its  assets  in
     securities of U.S. issuers, including investment-grade debt securities.

     In  pursuing  the  Fund's  investment  strategy,   the  portfolio  managers
     primarily use a "bottom-up"  fundamental  analysis to identify stocks which
     they believe offer good value relative to their peers in the same industry,
     sector or region.  The  portfolio  managers will invest at least 65% of the
     Fund's assets in companies  which,  based upon a fundamental  analysis of a
     company's earning  prospects,  they believe will experience faster earnings
     per share growth than that of other companies located in one or more of the
     same market,  sector, or industry.  In conducting its fundamental analysis,
     the portfolio managers focus on various factors, including valuation of the
     companies,  potential  catalysts  to stock price  appreciation,  quality of
     management, and financial measures,  especially cash flow and the cash flow
     return  on  capital.  They  also  use a  "top-down"  analysis  to  identify
     important  themes or issues which may affect the investment  environment in
     certain regions or sectors and to estimate regional market risks.

     Effective  November 2, 2000,  the  following  disclosure  will  replace the
disclosure  under "Pilgrim  Emerging  Countries Fund -- Investment  Strategy" on
page 20 of the Prospectus:

     The Fund  invests at least 65% of its net assets in  securities  of issuers
     located in at least  three  countries  with  emerging  securities  markets.
     Countries  with  emerging  securities  markets  are those  countries  which
     generally  are   considered  to  be  emerging   market   countries  by  the
     international financial community.

     The Fund may invest up to 35% of its total assets in securities of U.S. and
     other developed market issuers,  including investment-grade debt securities
     of U.S. issuers. Under normal conditions,  the Fund invests at least 75% of
     its total assets in common and preferred  stocks,  warrants and convertible
     securities.

                                       3

     In selecting  securities of issuers located in emerging  market  countries,
     the Adviser uses a "bottom-up"  fundamental  analysis to identify companies
     which it  believes  have good  earnings  growth  prospects  and that can be
     bought at a price  which seems  reasonable.  To help in this  process,  the
     Adviser scores the emerging  markets stocks on a wide range of quantitative
     and qualitative  measures,  with particular attention paid to long-term and
     short-term  earnings growth prospects and valuation  measures.  The Adviser
     seeks securities of emerging market issuers which are relatively liquid and
     covered by professional securities analysts.

     In selecting stocks in developed  markets,  the portfolio managers seek the
     most attractive  opportunities in such markets.  For such  securities,  the
     portfolio managers use "bottom-up" analysis to choose companies which offer
     good value relative to their peers in the same industry,  sector or region.
     They also use "top-down"  analysis to identify  important  themes or issues
     which may affect the investment  environment in certain  regions or sectors
     and  to  estimate   regional  market  risks.  In  their   conducting  their
     fundamental  analysis,  the portfolio  managers  focus on various  matters,
     including  valuation of the companies,  potential  catalysts to stock price
     appreciation,  quality of management,  and financial  measures,  especially
     cash flow and cash flow return on capital.

     The Fund may also lend  portfolio  securities  on a short-term or long-term
     basis, up to 30% of its total assets.

3.   CHANGE IN  DESCRIPTION OF INVESTMENT  STRATEGIES FOR PILGRIM  SMALLCAP ASIA
GROWTH FUND.

     Effective December 8, 2000, the following disclosure is added at the end of
the disclosure under "Pilgrim SmallCap Asia Growth Fund -- Investment  Strategy"
on page 28 of the Prospectus:

     During  times  that the  adviser or  sub-adviser  believes  that  stocks of
     smaller  companies  present  undue  risk,  the Fund may  adopt a  defensive
     investment posture,  and invest in equity securities and equity equivalents
     of medium and large  companies  in the Asia  region.  At a meeting  held on
     December 8, 2000,  the adviser  informed the Fund's Board of Directors that
     the Fund likely will continue to be invested  primarily in such  securities
     for the immediate future, and potentially through the reorganization of the
     Fund with the Pilgrim  Asia-Pacific  Equity Fund,  described  above, to the
     extent warranted by market conditions.  At times that the Fund is primarily
     invested in securities of medium and large  companies,  it will not realize
     capital appreciation from a primary investment in smaller companies.

                                       4

4.   REVISED BAR CHART FOR PILGRIM ASIA-PACIFIC EQUITY FUND.

     The bar chart for Pilgrim  Asia-Pacific Equity Fund set forth on page 27 of
the Prospectus  under "How the Fund has  Performed" is hereby  replaced with the
following bar chart:

                        YEAR BY YEAR TOTAL RETURNS(%)(1)

  1990    1991    1992    1993    1994    1995    1996    1997    1998    1999
  ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
                                                  9.46  -43.73  -15.51   74.41

- ----------
(1)  These figures are for the year ended December 31 of each year.  They do not
     reflect sales charges and would be lower if they did.

5.   CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM GOLD FUND.

     Effective  November 2, 2000,  the  following  disclosure  will  replace the
disclosure under "Pilgrim Gold Fund" on page 32 of the Prospectus:

     OBJECTIVE

     The Fund's investment objective is to attain capital appreciation and hedge
     against  the loss of buying  power of the U.S.  Dollar  as may be  obtained
     through investment in gold and securities of companies engaged in mining or
     processing gold throughout the world.

     INVESTMENT STRATEGY

     The Fund normally  invests at least 65% of the value of its total assets in
     gold  bullion  and  the  equity  securities  of  companies  engaged  in the
     exploration,  mining,  processing,  fabrication  or  distribution  of  gold
     ("gold-related  companies").  The Fund may invest the  remaining 35% of its
     total assets in other precious  metals,  including  silver,  platinum,  and
     palladium,  and  in the  equity  securities  of  companies  engaged  in the
     exploration,  mining,  processing,  fabrication  or  distribution  of other
     precious  metals or  materials.  From time to time,  the Fund invests to in
     silver bullion or the common stock of companies engaged in the exploration,
     mining, processing,  fabrication or distribution of silver ("silver-related
     companies").  The Fund  may  also  invest  in  other  types of  securities,
     including  convertible  securities,  preferred  stocks,  bonds,  notes  and
     warrants, of gold-related companies, silver-related companies, or companies
     related to other precious metals. The Fund intends to invest less than half
     of the value of its assets  directly  in bullion or other  direct  forms of
     gold, silver, and other precious metals (as opposed to securities).

                                       5

     The Fund's  performance  and ability to meet its objective  will be largely
     dependent on the market value of gold, and, to a lesser degree,  silver and
     other precious metals. A substantial portion of the Fund's investments will
     be in the securities of foreign issuers.

6.   TERMINATION  OF  SUB-ADVISERS  FOR  PILGRIM  ASIA-PACIFIC  EQUITY  FUND AND
PILGRIM TROIKA DIALOG RUSSIA FUND.

     Effective  January 2, 2001, HSBC Asset  Management  (Americas),  Inc., HSBC
     Asset  Management  (Hong Kong) Limited and HSBC Asset  Management  (Europe)
     Limited (collectively,  "HSBC") will no longer serve as Sub-Advisers to the
     Pilgrim  Asia-Pacific  Equity  Fund,  and Troika  Dialog  Asset  Management
     (Cayman  Islands),  Ltd.  ("Troika") will no longer serve as Sub-Adviser to
     the Pilgrim Troika Dialog Russia Fund.  HSBC and Troika  currently serve as
     Sub-Advisers to ING Pilgrim Investments, Inc. ("ING Pilgrim"), which is the
     Investment Manager for the Pilgrim Asia-Pacific Equity Fund and the Pilgrim
     Troika Dialog Russia Fund (collectively, the "Funds"). Effective January 2,
     2001,  ING Pilgrim  will  directly  manage  these Funds under its  existing
     Investment  Management  Agreement.  The fees  payable  to ING  Pilgrim  for
     serving as Investment Manager will not change.

     Accordingly,  the information  contained under  "Management of the Funds --
     Asia Pacific  Equity Fund" and  "Management  of the Funds -- Troika  Russia
     Dialog Fund" on pages 50 and 51 of the Prospectus, respectively, is revised
     to reflect that, effective January 2, 2001, the following  individuals will
     share responsibility for the day-to-day management of the respective Funds:

     PILGRIM ASIA-PACIFIC EQUITY FUND

     Mr. Saler has over 13 years of experience in international investments.  He
     is Senior Vice President and Director of  International  Equity  Investment
     Strategy  of  ING  Pilgrim  and  held  similar   positions  with  Lexington
     Management  Corporation  ("LMC") prior to that firm's recent acquisition by
     the parent  company of ING Pilgrim.  Mr. Saler is a member of an investment
     management  team that manages the Pilgrim  Global  Corporate  Leaders Fund,
     Lexington  Emerging Markets Fund,  Pilgrim Emerging Countries Fund, Pilgrim
     Worldwide Emerging Markets Fund and Pilgrim  International  Fund. Mr. Saler
     has focused on international markets since joining LMC in 1986.

     Mr. Schwartz has over 13 years experience in international investments.  He
     is Senior Vice President and Director of  International  Equity  Investment
     Strategy of ING Pilgrim, and held the same positions with LMC prior to that
     firm's 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 the Pilgrim  Global
     Corporate Leaders Fund,  Lexington  Emerging Markets Fund, Pilgrim Emerging
     Countries  Fund,  Pilgrim  Worldwide  Emerging  Markets  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.

                                       6

     PILGRIM TROIKA DIALOG RUSSIA FUND

     Mr. Derks has over eleven years experience in international investments. He
     is  Vice  President  of ING  Pilgrim.  Mr.  Derks  is also a  member  of an
     investment  management  team that manages the  Lexington  Emerging  Markets
     Fund,  Pilgrim  Emerging  Countries  Fund and  Pilgrim  Worldwide  Emerging
     Markets  Fund.  In addition to his role with ING  Pilgrim,  Mr.  Derks also
     serves as Director of Global  Emerging  Markets  Equities at ING Investment
     Management - Europe. Prior to joining ING Investment Management - Europe in
     1997, Mr. Derks managed a Latin American equity fund with ABN AMRO.

     Mr. Oubadia has seven years experience in portfolio management.  He is Vice
     President of ING Pilgrim. Mr. Oubadia is responsible for investments in the
     emerging markets of Europe,  including  Russia.  He joined IIM in September
     1996 when he was the Senior Equity Manager at IIM's office in Prague in the
     Czech  Republic.  He joined IIM's global  emerging  markets team in January
     1998.  Mr.  Oubadia  holds an MBA from  Concordia  University  in Montreal,
     Canada.

     Following  the  assumption of portfolio  management  duties by ING Pilgrim,
     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 ING Pilgrim. 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.

7.   RESIGNATION OF SUB-ADVISER FOR PILGRIM SMALLCAP ASIA GROWTH FUND.

     The following information supplements the disclosure concerning the Pilgrim
SmallCap Asia Growth Fund (the "Fund") in the Prospectus, as follows:

     Effective  January  2,  2000,  ING  Pilgrim  will  assume  full  investment
     management  responsibilities  for the Fund  under its  existing  Investment
     Management  Agreement  and will no longer  utilize the services of Insinger
     Asset Management (U.S.) Inc. ("Insinger") as sub-investment adviser for the
     Fund.  The fees  payable to ING Pilgrim for serving as  investment  adviser
     will not change.

     Accordingly,  the information  contained under  "Management of the Funds --
     Pilgrim  SmallCap Asia Growth Fund" on page 50 of the Prospectus is revised
     to reflect that,  effective January 2, 2001, Richard T. Saler and Philip A.
     Schwartz  will  assume  and share  the  responsibility  for the  day-to-day
     management of the Fund.

     Mr. Saler has over 13 years of experience in international investments.  He
     is Senior Vice President and Director of  International  Equity  Investment
     Strategy  of  ING  Pilgrim  and  held  similar   positions  with  Lexington
     Management  Corporation  ("LMC") prior to that firm's recent acquisition by
     the parent  company of ING Pilgrim.  Mr. Saler is a member of an investment
     management  team that manages the Pilgrim  Global  Corporate  Leaders Fund,
     Lexington  Emerging Markets Fund,  Pilgrim Emerging Countries Fund, Pilgrim
     Worldwide Emerging Markets Fund and Pilgrim  International  Fund. Mr. Saler
     has focused on international markets since joining LMC in 1986.

                                       7

     Mr. Schwartz has over 13 years experience in international investments.  He
     is Senior Vice President and Director of  International  Equity  Investment
     Strategy of ING Pilgrim, and held the same positions with LMC prior to that
     firm's 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 the Pilgrim  Global
     Corporate Leaders Fund,  Lexington  Emerging Markets Fund, Pilgrim Emerging
     Countries  Fund,  Pilgrim  Worldwide  Emerging  Markets  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.

8.   EXCHANGES.

     Effective  November  6, 2000,  the  following  disclosure  supplements  the
disclosure  under  "Shareholder  Guide -- Transaction  Policies -- Exchanges" on
page 46 of the Prospectus:

     You may also exchange  shares of a Fund for shares of the same class of any
     ING Fund,  without paying any additional sales charge.  Shares subject to a
     CDSC will  continue  to age from the date  that the  original  shares  were
     purchased.

9.   CHANGE IN PORTFOLIO MANAGER FOR WORLDWIDE GROWTH FUND.

     Effective  January  16,  2001,  the  following   disclosure   replaces  the
disclosure  under  "Management of the Funds -- Worldwide Growth Fund" on page 48
of the Prospectus:

     Mary Lisanti,  Executive  Vice  President and Chief  Investment  Officer --
     Domestic Equities of ING Pilgrim,  has served as a Senior Portfolio Manager
     of the domestic equity portion of the Worldwide  Growth Fund's assets since
     October 2000. Prior to joining ING Pilgrim in October 1999, Ms. Lisanti was
     Executive Vice President and Chief Investment  Officer -- Domestic Equities
     with Northstar Investment  Management Corp., which subsequently merged into
     ING  Pilgrim.  From 1996 to 1998,  Ms.  Lisanti was a Portfolio  Manager at
     Strong  Capital  Management.  From 1993 to 1996, Ms. Lisanti was a Managing
     Director and Head of Small- and  Mid-Capitalization  Equity  Strategies  at
     Bankers Trust Corp.

     Jeffrey  Bernstein,  Senior Vice President of ING Pilgrim,  has served as a
     Senior  Portfolio  Manger of MidCap  Opportunities  Fund since the fund was
     formed in August 1998,  Growth  Opportunities  Fund since October 1998, and
     Pilgrim  MidCap Growth Fund since April 2000.  Mr.  Bernstein has served as
     Portfolio  Manager of the domestic  equity portion of the Worldwide  Growth
     Fund's assets since  January 2001.  Prior to joining ING Pilgrim in October
     1999,  Mr.  Bernstein  was a  portfolio  manager  at  Northstar  Investment
     Management Corp., which subsequently merged into ING Pilgrim.  Prior to May
     1998, Mr. Bernstein was a Portfolio  Mangers at Strong Capital  Management.
     From  1995 to 1997,  Mr.  Bernstein  was a  Portfolio  Manger  at  Berkeley
     Capital.

                                       8

     Richard T. Saler, whose background is described above, has served as Senior
     Portfolio  Manager of the  international  portion of the  Worldwide  Growth
     Fund's assets since October 1, 2000.

     Philip A.  Schwartz,  whose  background is described  above,  has served as
     Senior  Portfolio  Manager of the  international  portion of the  Worldwide
     Growth Fund's assets since October 1, 2000.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

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