Securities Act File No. 002-34552
                                               Securities Act File No. 333-33445
                                                Securities Act File No. 33-56094
                                                  Securities Act File No. 33-847
                                                  Securities Act File No. 33-849
                                                Securities Act File No. 33-67852
                                                Securities Act File No. 33-56881


                                  PILGRIM FUNDS

                        Supplement dated August 15, 2001
                   to the Statement of Additional Information
                               dated March 1, 2001

     Disclosure  concerning  the  Pilgrim  MagnaCap  Fund,  a series of  Pilgrim
Investment Funds,  Inc.; Pilgrim Financial Services Fund, Inc.; Pilgrim LargeCap
Growth Fund,  Pilgrim MidCap Growth Fund,  Pilgrim SmallCap Growth Fund, Pilgrim
Convertible  Fund, and Pilgrim  Balanced  Fund,  each a series of Pilgrim Mutual
Funds;  Pilgrim SmallCap  Opportunities Fund; Pilgrim Growth Opportunities Fund;
Pilgrim Growth + Value Fund and Pilgrim  Research  Enhanced  Index Fund,  each a
series of Pilgrim  Mayflower  Trust;  and Pilgrim MidCap  Opportunities  Fund, a
series of Pilgrim Equity Trust, is superceded by the disclosure contained in the
Statement of  Additional  Information  ("SAI") for the Pilgrim  U.S.  Equity and
Equity and Income Funds dated May 1, 2001.

     Disclosure  concerning  the Pilgrim  High Yield  Fund,  a series of Pilgrim
Investment  Funds, Inc. and Pilgrim High Yield Fund II, Pilgrim Strategic Income
Fund, and Pilgrim Money Market Fund,  each a series of Pilgrim Mutual Funds,  is
superceded by the  disclosure  contained in the SAI for the Pilgrim Income Funds
dated August 1, 2001.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.