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 FUNDS

                      Supplement dated September 1, 2000 to
                   the Class Q Prospectus dated July 31, 2000

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

1.   PILGRIM GNMA INCOME FUND -- CLASS Q

Class Q shares of Pilgrim  GNMA  Income  Fund are not  currently  available  for
purchase. All references in the prospectus to Class Q shares of GNMA Income Fund
should be disregarded.

2.   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,  and the Sub-Advisers to the Funds, which
took effect immediately after the acquisition.

3.   TERMINATION  OF  SUB-ADVISER  FOR PILGRIM  LARGECAP  GROWTH  FUND,  PILGRIM
     WORLDWIDE  GROWTH FUND,  PILGRIM  INTERNATIONAL  CORE GROWTH FUND,  PILGRIM
     EMERGING COUNTRIES 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"),  Pilgrim  Worldwide  Growth  Fund  ("Worldwide  Growth  Fund"),  Pilgrim
International  Core Growth Fund  ("International  Core  Growth  Fund"),  Pilgrim
Emerging Countries Fund ("Emerging Countries 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. Ms. Lisanti also will be primarily  responsible  for the day-to-day
management  of the  domestic  equity  component of  Worldwide  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,  Richard T. Saler and Philip A.  Schwartz will share
responsibility  for the day-to-day  management of the International  Core Growth
Fund,  the  Emerging  Countries  Fund,  and  the  international  portion  of the
Worldwide   Growth  Fund.   Mr.  Saler  has  over  13  years  of  experience  in
international  investments.  He is Senior Vice President at Pilgrim  Investments
and held a similar position with Lexington Management  Corporation ("LMC") prior
to that firm's recent acquisition by the parent company of Pilgrim  Investments.
Mr.  Saler is a member of an  investment  management  team that manages both the
Pilgrim  Global  Corporate  Leaders  Fund  and the  Pilgrim  International  Fund
(formerly  the  Lexington  Global  Corporate  Leaders  Fund  and  the  Lexington
International  Fund,  respectively),  and he is the lead  manager for the latter
fund. Mr. Saler has focused on international markets since joining LMC in 1986.

Mr. Schwartz has over 12 years experience in international investments.  He is a
Vice President at Pilgrim Investments, and held the same position with LMC prior
to that firms' 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 both the Pilgrim Global Corporate
Leaders 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.

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.

4.   CHANGE IN DESCRIPTION OF INVESTMENT  STRATEGY FOR PILGRIM  WORLDWIDE GROWTH
     FUND.

Effective October 1, 2000, the following  disclosure will replace 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 total assets
     in securities of issuers located in at least three different countries, one
     of which normally  includes the U.S. The Fund normally invests at least 75%
     of its total  assets  in common  stock.  The Fund may  invest in  companies
     located in  countries  with  emerging  securities  markets when the Adviser
     believes they present attractive investment opportunities.

                                      -2-

     In  considering  common  stock  of  U.S.  companies,  the  Adviser  selects
     companies  that it believes  have above average  prospects for growth.  The
     companies  may have a large,  medium or small  market  capitalization.  The
     Adviser  seeks  companies  expected  to  benefit  most from  major  social,
     economic  and  technological  trends that are likely to shape the future of
     business  and commerce  over the next three to five years in the U.S.  This
     trend-oriented  approach is  combined  with  fundamental  research to guide
     stock selection and the structure of the U.S. portion of the portfolio.

     In considering the common stock of non-U.S.  companies, the Adviser selects
     companies  that it believes  offer the best  relative  value in a number of
     different  categories  and,  as a result,  the best  prospects  for capital
     appreciation.  Such  categories  may  include,  but  are  not  limited  to,
     companies affected by important  socio-economic  trends (as described above
     in the case of U.S. stock  selection);  companies based in certain regions;
     and companies  operating in major  economic  sectors.  This relative  value
     seeking  approach  is  combined  with  fundamental  research to guide stock
     selection and the structure of the non-U.S. portion of the portfolio.

     From time to time, the Adviser  reviews the allocation  between U.S. stocks
     and non-U.S. stocks with reference to the corresponding breakdown of market
     capitalization  in the major  indices of global stocks and to other factors
     deemed appropriate by the Adviser.

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

At  meetings  held on August  25,  2000 and on 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 Q            0.95%           0.25%         0.34%          1.54%

  SmallCap
Opportunities      Management                      Other        Operating
    Fund               Fee         12b-1 Fee      Expenses       Expenses
    ----               ---         ---------      --------       --------
   Class Q            1.00%           0.25%         0.38%          1.63%

- ----------
(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.

                                      -3-

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
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.

                                            1 year   3 years  5 years  10 years
                                            ------   -------  -------  --------
Growth Opportunities Fund - Class Q          $157     $486     $839     $1,835
SmallCap Opportunities Fund - Class Q        $166     $514     $887     $1,933


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

                                      -4-