Supplement dated June 3, 1999 to the
                        Prospectus for the Pilgrim Funds
                               Dated May 24, 1999
                             Classes: A, B, C and M

Pilgrim Worldwide Growth Fund

         The  description  of the "Principal  Investment  Strategies" of Pilgrim
Worldwide  Growth Fund  appearing on page 18 is revised to reflect  that,  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 may be the U.S. The "Principal Investment Strategies" of the Fund are also
revised  to reflect  that  there is no limit on the amount of the Fund's  assets
that may be invested in U.S. issuers. Formerly, the Fund could only invest up to
50% of its total assets in U.S. issuers.


Pilgrim High Yield Fund II

         The Annual Fund Operating  Expenses table for Class A shares  appearing
on page 42 of the  Prospectus  is revised  with respect to High Yield Fund II as
follows:

         Distribution  and Service  (12b-1) Fees are 0.35%  (rather than 0.25%),
         Other Expenses are 0.44% (rather than 0.54%),  Fee Waiver By Adviser is
         (0.29)%  (rather than  (0.39)%) and Net Expenses are 1.10% (rather than
         1.00%).

         The Example for Class A shares  appearing on page 44 of the  Prospectus
is revised with respect to High Yield Fund II as follows:

         Costs for 1 year would be $582 (rather than $572), for 3 years would be
         $838  (rather  than  $819),  for 5 years would be $1,145  (rather  than
         $1,127) and for 10 years would be $2,015 (rather than $1,998).