EXHIBIT (a)(10)


                         FORM OF ARTICLES SUPPLEMENTARY

                          PILGRIM ADVISORY FUNDS, INC.


      Pilgrim Advisory Funds, Inc., a Maryland corporation (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

      FIRST: The Corporation is authorized to issue one billion (1,000,000,000)
shares of Common Stock, $0.01 par value per share, with an aggregate par value
of ten million dollars ($10,000,000), which have been previously classified as
follows: one hundred twenty-six million (126,000,000) shares of authorized but
unissued Pilgrim MidCap Value Fund series Common Stock, twenty-eight million
(28,000,000) of which are allocated as Pilgrim MidCap Value Fund series Class A
Common Stock, twenty-eight million (28,000,000) of which are allocated as
Pilgrim MidCap Value Fund series Class B Common Stock, twenty-eight million
(28,000,000) of which are allocated as Pilgrim MidCap Value Fund series Class C
Common Stock, fourteen million (14,000,000) of which are allocated as Pilgrim
MidCap Value Fund series Class M Common Stock and twenty-eight million
(28,000,000) of which are allocated as Pilgrim MidCap Value Fund series Class Q
Common Stock; one hundred twenty-six million (126,000,000) shares of authorized
but unissued Pilgrim LargeCap Leaders Fund series Common Stock, twenty-eight
million (28,000,000) of which are allocated as Pilgrim LargeCap Leaders Fund
series Class A Common Stock, twenty-eight million (28,000,000) of which are
allocated as Pilgrim LargeCap Leaders Fund series Class B Common Stock,
twenty-eight million (28,000,000) of which are allocated as Pilgrim LargeCap
Leaders Fund series Class C Common Stock, fourteen million (14,000,000) of which
are allocated as Pilgrim LargeCap Leaders Fund series Class M Common Stock and
twenty-eight million (28,000,000) of which are allocated as Pilgrim LargeCap
Leaders Fund series Class Q Common Stock; sixty million (60,000,000) shares of
authorized but unissued Pilgrim Asia-Pacific Equity Fund series Common Stock,
twenty-four million (24,000,000) of which are allocated as Pilgrim Asia-Pacific
Equity Fund series Class A Common Stock, twenty-four million (24,000,000) of
which are allocated as Pilgrim Asia-Pacific Equity Fund series Class B Common
Stock, and twelve million (12,000,000) of which are allocated as Pilgrim
Asia-Pacific Equity Fund series Class M Common Stock; seventy million
(70,000,000) shares of authorized but unissued Pilgrim Strategic Income Fund
series Common Stock, thirty-five million (35,000,000) shares of which are
allocated as Pilgrim Strategic Income Fund series Class A Common Stock, and
thirty-five million (35,000,000) shares of which are allocated as Pilgrim
Strategic Income Fund series Class B Common Stock; and six hundred eighteen
million (618,000,000) shares of Common Stock without further classification or
designation. These Articles Supplementary do not increase the total authorized
capital stock of the Corporation or the aggregate par value thereof.

      SECOND: The Board of Directors hereby classifies and designates
forty-eight million (48,000,000) shares of Common Stock previously unclassified
as follows: twenty-four million (24,000,000) shares of Common Stock as
authorized but unissued Pilgrim Asia-Pacific Equity Fund series Class C Common
Stock and twenty-four million (24,000,000) shares of Common Stock as authorized
but unissued Pilgrim Asia-Pacific Equity Fund series Class Q Common

Stock. The Board of Directors hereby reclassifies and redesignates one hundred
twenty-six million (126,000,000) shares of authorized but unissued Pilgrim
MidCap Value Fund series Common Stock as unclassified Common Stock. The Board of
Directors hereby reclassifies and redesignates one hundred twenty-six million
(126,000,000) shares of authorized but unissued Pilgrim LargeCap Leaders Fund
series Common Stock as unclassified Common Stock.

      THIRD: The shares of Pilgrim Asia-Pacific Equity Fund Class C Common Stock
and Pilgrim Asia-Pacific Equity Fund Class Q Common Stock classified hereby
shall have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as currently set forth in Article FIFTH of the charter
of the Corporation and those set forth as follows:

            (a) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, the officers of the
Corporation) in accordance with the Investment Company Act of 1940, as amended,
and applicable rules and regulations of the National Association of Securities
Dealers, Inc. and reflected in the registration statement of the respective
Fund, current as of the time such shares are issued, shares of Pilgrim
Asia-Pacific Equity Fund Class C and Pilgrim Asia-Pacific Equity Fund Class Q
Common Stock of such Fund may be automatically converted into shares of another
class of capital stock of the respective Fund based on the relative net asset
value of such classes at the time of conversion, subject, however, to any
conditions of conversion that may be imposed by the Board of Directors (or with
the authorization of the Board of Directors, the officers of the Corporation)
and reflected in such current registration statement relating to the respective
Fund as aforesaid.

      FOURTH: The Board of Directors of the Corporation has classified and
designated the shares described above pursuant to authority contained in the
Corporation's charter.

      The undersigned Executive Vice President of the Corporation acknowledges
these Articles Supplementary to be the corporate act of the Corporation and
states that to the best of his knowledge, information and belief, the matters
and facts set forth in these Articles with respect to authorization and approval
are true in all material respects and that this statement is made under
penalties of perjury.

      IN WITNESS WHEREOF, Pilgrim Advisory Funds, Inc. has caused these Articles
Supplementary to be signed and filed in its name and on its behalf by its Senior
Vice President, and witnessed by its Secretary on ________.


                                          PILGRIM ADVISORY FUNDS, INC.



                                          By:
                                             -----------------------------------
                                             Michael J. Roland
                                             Senior Vice President


ATTEST:


----------------------------
Kimberly A. Anderson
Vice President & Secretary