SEC FILE NO. 02-91302
                                                           SEC FILE NO. 02-48906
                                                           SEC FILE NO. 33-56094
                                                           SEC FILE NO. 02-34552
                                                           SEC FILE NO. 33-67852

                                  PILGRIM FUNDS

                      Supplement dated November 16, 2000 to
                  the Class A, B, C, M and T Income 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 Government Securities Income Fund        Pilgrim GNMA Income Fund
     Pilgrim High Total Return Fund                   Pilgrim High Yield Fund II
     Pilgrim High Total Return Fund II                Pilgrim High Yield Fund II

     The proposed Reorganizations are subject to the approval of shareholders of
the Disappearing Funds. If shareholder approval is obtained, it is expected that
the Reorganizations will take place in the first quarter of 2001.

2.   EXCHANGES

     Effective  November  6, 2000,  the  following  disclosure  supplements  the
disclosure  under  "Shareholder  Guide -- Transaction  Policies -- Exchanges" on
pages 29-30 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.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE