Securities Act File No. 33-849
                                                Securities Act File No. 33-847
                                                Securities Act File No. 33-67852
                                                Securities Act File No. 33-56881
                                                Securities Act File No. 02-34552
                                                Securities Act File No. 33-91706
                                                Securities Act File No. 33-56094
                                                Securities Act File No. 02-91302
                                                Securities Act File No. 02-14767
                                                Securities Act File No. 02-48906
                                                Securities Act File No. 33-72226
                                                Securities Act File No. 33-05827

                            PILGRIM U.S. EQUITY FUNDS
                       PILGRIM INTERNATIONAL EQUITY FUNDS
                              PILGRIM INCOME FUNDS
                          PILGRIM EQUITY & INCOME FUNDS

                      Supplement dated January 22, 2001 to
                  the Class Q 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 LargeCap Leaders Fund                 Pilgrim MagnaCap Fund
    Pilgrim MidCap Value Fund                     Pilgrim MagnaCap Fund
    Pilgrim Global Income Fund                    Pilgrim Strategic Income Fund
    Pilgrim Government Securities Income Fund     Pilgrim GNMA 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 LARGECAP GROWTH
FUND,  PILGRIM  WORLDWIDE  GROWTH  FUND,  PILGRIM  INTERNATIONAL  FUND,  PILGRIM
INTERNATIONAL CORE GROWTH FUND, AND PILGRIM EMERGING COUNTRIES FUND.

     Effective  November  2,  2000,  the  following   disclosure   replaces  the
disclosure under "Pilgrim  LargeCap Growth Fund -- Investment  Strategy" on page
16 of the Prospectus:

     The  Fund  normally  invests  at  least  65% of its net  assets  in  equity
     securities of large U.S. companies that the portfolio managers believe have
     above-average prospects for growth. The equity securities in which the Fund
     may invest include common and preferred  stock,  warrants,  and convertible
     securities.  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.

     Effective  November  2,  2000,  the  following   disclosure   replaces  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 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

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     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   replaces  the
disclosure under "Pilgrim  International Fund -- Investment Strategy" on page 34
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.

     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   replaces  the
disclosure under "Pilgrim International Core Growth Fund -- Investment Strategy"
on page 36 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,

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     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   replaces  the
disclosure  under "Pilgrim  Emerging  Countries Fund -- Investment  Strategy" on
page 40 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.

     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.   EXCHANGES.

     Effective  November  6, 2000,  the  following  disclosure  supplements  the
disclosure  under  "Shareholder  Guide -- Transaction  Policies -- Exchanges" on
page 62 of the Prospectus:

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     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.

4.   CHANGE IN PORTFOLIO MANAGERS FOR PILGRIM MAGNACAP FUND.

     Effective  January  16,  2001,  the  following   disclosure   replaces  the
disclosure  under  "Management  of the Funds -- MagnaCap Fund" on page 65 of the
Prospectus:

     G. David Underwood,  Senior Vice President and Senior Portfolio Manager for
     ING Pilgrim, has served as Portfolio Manager of MagnaCap Fund since January
     2001, and as part of the portfolio  management  team that manages  MagnaCap
     Fund since  December  1996.  Prior to joining ING Pilgrim in December 1996,
     Mr.  Underwood  Served as Director of Funds Management for First Interstate
     Capital  Management.  Mr.  Underwood's prior experience  includes a 10 year
     association  with Integra Trust  Company of  Pittsburgh  where he served as
     Director of Research and Senior Portfolio Manager.

5.   CHANGE IN PORTFOLIO MANAGER FOR LARGECAP GROWTH FUND.

     Effective  January 16, 2001, the disclosure under  "Management of the Funds
- -- LargeCap Growth Fund" on page 65 of the prospectus is deleted.  The following
disclosure  replaces the  disclosure  under  "Management  of the Funds -- Growth
Opportunities Fund, MidCap Opportunities Fund, MidCap Growth Fund" on page 64 of
the prospectus:

     GROWTH OPPORTUNITIES FUND
     LARGECAP GROWTH FUND
     MIDCAP OPPORTUNITIES FUND
     MIDCAP GROWTH FUND

     The  following   individuals  share   responsibility   for  the  day-to-day
     management of the Growth  Opportunities  Fund, LargeCap Growth Fund, MidCap
     Opportunities Fund and MidCap Growth Fund:

     Mary   Lisanti,    Executive   Vice   President   and   Chief    Investment
     Officer---Domestic  Equities  of  ING  Pilgrim,  has  served  as  a  Senior
     Portfolio Manager of MidCap Opportunities Fund since the fund was formed in
     August 1998,  Growth  Opportunities  Fund since October 1998, MidCap Growth
     Fund since April 2000, and LargeCap  Growth Fund since October 2000.  Prior
     to joining the 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  Manager of MidCap  Opportunities  Fund since the fund was
     formed in August 1998, Growth Opportunities Fund since October 1998, MidCap
     Growth Fund since  April 2000.  Mr.  Bernstein  has served as  Co-Portfolio
     Manager of LargeCap  Growth Fund since January  2001.  Prior to joining ING
     Pilgrim in October 1999, Mr. Bernstein was a portfolio

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     manager at Northstar Investment Management Corp., which subsequently merged
     in ING Pilgrim. Prior to May 1998, Mr. Bernstein was a Portfolio Manager at
     Strong Capital Management. From 1995 to 1997, Mr. Bernstein was a Portfolio
     Manager at Berkeley Capital.

6.   CHANGE IN PORTFOLIO MANAGER FOR WORLDWIDE GROWTH FUND

     Effective  immediately,  the following  disclosure  replaces the disclosure
under  "Management  of the  Funds --  Worldwide  Growth  Fund" on page 66 of the
prospectus:

     Mary Lisanti,  whose  background is described  above,  has served as Senior
     Portfolio  Manager of the domestic  equity portion of the Worldwide  Growth
     Fund's assets since October 1, 2000.

     Jeffrey  Bernstein,  whose  background  is described  above,  has served as
     Portfolio  Manager of the domestic  equity portion of the Worldwide  Growth
     Fund's assets since January, 2001.

     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.

7.   CHANGE IN DESCRIPTION OF INVESTMENT STRATEGIES FOR PILGRIM GNMA INCOME FUND

     Effective immediately, the following disclosure will replace the disclosure
under  "Pilgrim  GNMA  Income  Fund --  Investment  Strategy"  on page 44 of the
Prospectus:

     Under normal conditions,  the Fund will invest at least 80% of the value of
     its total assets in GNMA (Ginnie Mae) Certificates. The remaining assets of
     the Fund will be invested in other  securities  issued or guaranteed by the
     U.S.  Government,  including U.S.  Treasury  securities,  and in securities
     issued  by  the  following  agencies  and  instrumentalities  of  the  U.S.
     Government:  the Federal  National  Mortgage  Association  (FNMA),  and the
     Federal Home Loan Mortgage Corporation (FHLMC). The Fund may invest in debt
     securities  of any  maturity,  although the  portfolio  manager  expects to
     invest in long-term debt instruments.

     Although  FNMA  and  FHLMC  are  government-sponsored   enterprises,  their
     securities  are not  backed  by the full  faith and  credit  of the  United
     States. Consequently, there are somewhat greater credit risks involved with
     investing in securities  issued by those entities than in securities backed
     by the full faith and credit of the U.S. Government.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

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