Securities Act File No. 33-67852
                                               Securities Act File No. 33-91706
                                               Securities Act File No. 33-56094
                                               Securities Act File No. 33-13436
                                               Securities Act File No. 02-72428
                                               Securities Act File No. 33-72226
                                               Securities Act File No. 33-59363
                                               Securities Act File No. 02-93307
                                               Securities Act File No. 333-02265
                                               Securities Act File No. 02-32488

                                  PILGRIM FUNDS

                       Supplement dated September 1, 2000
            to the Class A, B, C, M and T International Equity 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. REDEMPTION FEE FOR PILGRIM TROIKA DIALOG RUSSIA FUND

The chart entitled "Fees You Pay Directly" in the section entitled "What You Pay
To Invest" is revised to reflect  that shares of Pilgrim  Troika  Dialog  Russia
Fund,  Inc.  are subject to a redemption  fee of 2.0% of the amount  redeemed if
shares are redeemed within 365 days of purchase.

3. TERMINATION OF SUB-ADVISER FOR PILGRIM WORLDWIDE GROWTH FUND, PILGRIM
   INTERNATIONAL CORE GROWTH FUND, AND PILGRIM EMERGING COUNTRIES FUND.

Effective October 1, 2000,  Nicholas-Applegate  Capital Management ("NACM") will
no longer serve as  Sub-Adviser  of Pilgrim  Worldwide  Growth Fund  ("Worldwide
Growth  Fund"),  Pilgrim  International  Core Growth Fund  ("International  Core
Growth Fund") and Pilgrim  Emerging  Countries Fund ("Emerging  Countries 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,  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.

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 of 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.

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 6 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.

     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. CHANGE IN SUB-ADVISER FOR THE PILGRIM SMALLCAP ASIA GROWTH FUND

The disclosure  under  "Management of the Funds -- Pilgrim  SmallCap Asia Growth
Fund" on page 44 of the Prospectus is hereby replaced with the following:

     INSINGER ASSET MANAGEMENT (U.S.) INC. (INSINGER)

     Insinger is the  sub-adviser  of the  Pilgrim  SmallCap  Asia Growth  Fund.
     Insinger is located at 1605 Wheelock House, 20 Pedder Street, Central, Hong
     Kong.  Insinger  provides  investment  advice  and  management  to  Pilgrim
     SmallCap Asia Growth Fund.

     Christina  Lam,  Vice  President  of  Insinger,  is the lead  manager  on a
     portfolio  management  team that manages the Pilgrim  SmallCap  Asia Growth
     Fund.  Prior to July 2000,  Ms. Lam was a Vice  President  of Crosby  Asset
     Management (US) Inc.  ("Crosby"),  the former  sub-adviser to the Fund. Ms.
     Lam joined Crosby in 1991.  After  graduating with a law degree with honors
     from Warwick University, she qualified as a Barrister from Lincoln's Inn in
     London. In 1987 she joined Schroder  Securities  Limited in Hong Kong as an
     investment analyst, where her coverage included the utilities, industrials,
     and retail sectors and conglomerates.


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