Securities Act File No. 2-34552


                            PILGRIM U.S. EQUITY FUNDS

                        Supplement dated October 1, 2001
           to the Class Q U.S. Equity Funds and Equity & Income Funds
                        Prospectus dated October 1, 2001

CHANGE IN INVESTMENT STRATEGY - MAGNACAP FUND

Effective October 1, 2001, the investment strategies of the Pilgrim MagnaCap
Fund will change. On that date, the following describes the investment
strategies for MagnaCap Fund, and it replaces the disclosure under "Pilgrim
MagnaCap Fund -- Investment Strategy" on page 4 of the Prospectus:

The Fund is managed with the philosophy that companies that can best meet the
Fund's objectives are established companies that meet disciplined valuation
criteria and have the financial ability to have increased their dividends over
the last decade. Under normal market conditions, the Fund invests at least 65%
of its assets in stocks that meet the following criteria:

     *    ATTRACTIVE VALUATION CHARACTERISTICS: Companies with market
          capitalizations above $2 billion are screened for relatively
          attractive valuation characteristics. Multiple valuation measures may
          be considered including: price to earnings ratios; price to book value
          ratios; price to cash flow ratios; price to sales ratios; and
          enterprise value to earnings before interest, taxes, depreciation and
          amortization. Companies selling at low valuations compared to their
          expected growth rates will also be considered.

     *    DIVIDENDS: A company must have increased its dividends or had the
          financial capability to have increased its dividends over the past 10
          years.

     *    BALANCE SHEET STRENGTH: A company's long term debt is rated investment
          grade by at least one nationally recognized rating agency.

Candidates for investment are also analyzed for some catalyst or vector of
change that may spark an increase in share price.

The equity securities in which the Fund may invest include common stocks,
convertible securities, and rights or warrants. Normally, the Fund's investments
are generally in larger companies that are included in the largest 500 U.S.
companies as measured by sales, earnings, or assets. The remainder of the Fund's
assets may be invested in equity securities that the Adviser believes have
growth potential because they represent an attractive value, but which may not
meet the above criteria. The Fund's investments may focus on particular sectors
depending on the adviser's perception of the market environment.

Although the Fund normally will be invested as fully as practicable in equity
securities, assets that are not invested in equity securities may be invested in
high quality debt securities. The Fund may invest up to 5% of its assets,
measured at the time of investment, in foreign securities. For information on
the Fund's objective or the risks associated with the Fund, see "Objective" and
"Risks" on pages 4-5.

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