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. 333-33445
                                               Securities Act File No. 02-14767

                                  PILGRIM FUNDS

                       Supplement dated September 1, 2000
                          to the Class A, B, C, M and T
   U.S. Equity Funds and Equity & Income Funds Prospectus dated July 31, 2000

        (This Supplement supercedes the supplement dated July 31, 2000.)

1.   ACQUISITION OF RELIASTAR FINANCIAL CORP. BY ING GROEP N.V.

On September 1, 2000, ING Groep N.V. (NYSE:  ING) acquired  ReliaStar  Financial
Corp.  (NYSE:  RLR), the indirect  parent company of Pilgrim  Investments,  Inc.
("Pilgrim  Investments"),  Adviser to the Funds,  and Pilgrim  Securities,  Inc.
("Pilgrim Securities") Distributor to the Funds. ING Group is a global financial
institution active in the fields of insurance,  banking, and asset management in
more than 65 countries, with almost 100,000 employees.

Pilgrim  Investments and Pilgrim  Securities are expected to remain intact after
the acquisition.  Pilgrim  Investments does not currently  anticipate that there
will be any  changes  in the  investment  personnel  primarily  responsible  for
management of the Funds as a result of the acquisition.

Under the  provisions  of the advisory  contracts  between the Pilgrim Funds and
Pilgrim Investments, those agreements might be deemed to terminate automatically
at the time of the acquisition. As a result, the Board of Directors/Trustees and
the  shareholders  of the Funds  approved  new  advisory  contracts  between the
Pilgrim Funds and Pilgrim  Investments,  which took effect immediately after the
acquisition.

2.   TERMINATION OF  SUB-ADVISER  FOR PILGRIM  LARGECAP  GROWTH FUND AND PILGRIM
     CONVERTIBLE FUND.

Effective October 1, 2000,  Nicholas-Applegate  Capital Management ("NACM") will
no longer serve as Sub-Adviser of Pilgrim LargeCap Growth Fund ("LargeCap Growth
Fund") and Pilgrim  Convertible Fund  ("Convertible  Fund")  (collectively,  the
"Funds").  NACM currently serves as a Sub-Adviser to 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 will share  responsibility  for the  day-to-day  management of LargeCap
Growth  Fund.  The  biography  for Ms.  Lisanti is set forth in the  Prospectus.
Thomas J. Sullivan has been a Partner and Equity Trader for First NY Securities,
LLC in New York since April, 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,  Andrew Chow will be primarily  responsible  for the
day-to-day  management of Convertible  Fund. Prior to joining Pilgrim,  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.

3.   AMENDMENT TO ADVISORY  AGREEMENT FOR PILGRIM GROWTH  OPPORTUNITIES FUND AND
     PILGRIM SMALLCAP OPPORTUNITIES FUND

At  meetings  held on  August  25,  2000  and  August  29,  2000,  respectively,
shareholders of Pilgrim Growth Opportunities Fund ("Growth  Opportunities Fund")
and Pilgrim SmallCap Opportunities Fund ("SmallCap Opportunities Fund") approved
an amendment to the Advisory  Agreements of the Funds with Pilgrim  Investments.
The amendment has the effect of increasing the current  management fee that each
Fund pays of 0.75% per annum of each  Fund's  average  daily net assets to 0.95%
for Growth Opportunities Fund, and 1.00% for SmallCap Opportunities Fund.

The disclosure for Growth Opportunities Fund and SmallCap  Opportunities Fund in
the Prospectus  section  entitled "What You Pay to Invest" is revised to reflect
the following:


OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS (AS A % OF AVERAGE NET ASSETS)(1)

   Growth
Opportunities       Management                        Other         Operating
    Fund               Fee           12b-1 Fee       Expenses        Expenses
    ----               ---           ---------       --------        --------
  Class A             0.95%            0.30%           0.34%           1.59%
  Class B             0.95%            1.00%           0.35%           2.30%
  Class C             0.95%            1.00%           0.35%           2.30%
  Class M             N/A              N/A             N/A             N/A
  Class T             0.95%            0.95%           0.33%           2.23%


  SmallCap
Opportunities       Management                        Other         Operating
    Fund               Fee           12b-1 Fee       Expenses        Expenses
    ----               ---           ---------       --------        --------
  Class A             1.00%            0.30%           0.38%           1.68%
  Class B             1.00%            1.00%           0.40%           2.40%
  Class C             1.00%            1.00%           0.43%           2.43%
  Class M             N/A              N/A             N/A             N/A
  Class T             1.00%            0.95%           0.36%           2.31%


EXAMPLES

The following examples are intended to help compare the cost of investing in the
Pilgrim  Funds with the cost of investing in other  mutual  funds.  Each example
assumes that you  invested  $10,000,  reinvested  all your  dividends,  the Fund

(1)  These tables show the estimated  operating  expenses for each Fund by class
     as a ratio of expenses  to average  daily net assets.  These  expenses  are
     based on each Fund's actual operating expenses for its most recent complete
     fiscal year, revised to reflect the new advisory fees of the Funds.

                                      -2-

earned an average annual return of 5%, and annual operating expenses remained at
the current level.  Keep in mind this is only an estimate -- actual expenses and
performance may vary.

GROWTH OPPORTUNITIES FUND



                        If you sell your shares                        If you don't sell your shares
              --------------------------------------------      ------------------------------------------
                                                                          
              1 year      3 years     5 years     10 years      1 year     3 years    5 years     10 years
              ------      -------     -------     --------      ------     -------    -------     --------
Class A       $ 727       $ 1,048     $ 1,391     $ 2,356       $  727     $ 1,048    $ 1,391     $ 2,356
Class B       $ 733       $ 1,018     $ 1,430     $ 2,458       $  233     $   718    $ 1,230     $ 2,458
Class C       $ 333       $   718     $ 1,230     $ 2,636       $  333     $   718    $ 1,230     $ 2,636
Class T       $ 626       $   897     $ 1,195     $ 2,403       $  226     $   697    $ 1,195     $ 2,403


SMALLCAP OPPORTUNITIES FUND

                        If you sell your shares                        If you don't sell your shares
              --------------------------------------------      ------------------------------------------
              1 year      3 years     5 years     10 years      1 year     3 years    5 years     10 years
              ------      -------     -------     --------      ------     -------    -------     --------
Class A       $ 736       $ 1,074     $ 1,435     $ 2,448       $  736     $ 1,074    $ 1,435     $ 2,448
Class B       $ 743       $ 1,048     $ 1,480     $ 2,558       $  243     $   748    $ 1,280     $ 2,558
Class C       $ 346       $   758     $ 1,296     $ 2,766       $  246     $   758    $ 1,296     $ 2,766
Class T       $ 634       $   921     $ 1,235     $ 2,488       $  234     $   721    $ 1,235     $ 2,488



                                      * * *

Please  be  advised  of  the  new  address  of  the  Pilgrim  Funds,   effective
immediately:

ING Pilgrim Funds
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE