PILGRIM AMERICA MASTERS SERIES INC
24F-2NT, 1996-08-29
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.       Name and address of issuer:

         Pilgrim America Masters Series, Inc.
         Two Renaissance Square
         40 North Central Avenue, 12th Floor
         Phoenix, AZ  85004

2.       Name of each series or class of funds for which this notice
         is filed:

         Pilgrim America Masters Asia-Pacific Equity Fund - Class A
         Pilgrim America Masters Asia-Pacific Equity Fund - Class B
         Pilgrim America Masters Asia-Pacific Equity Fund - Class M
         Pilgrim America Masters MidCap Value Fund - Class A
         Pilgrim America Masters MidCap Value Fund - Class B
         Pilgrim America Masters MidCap Value Fund - Class M
         Pilgrim America Masters LargeCap Value Fund - Class A
         Pilgrim America Masters LargeCap Value Fund - Class B
         Pilgrim America Masters LargeCap Value Fund - Class M

3.       Investment Company Act File Number:  811-9040

         Securities Act File Number:  33-91706

4.       Last day of fiscal year for which this notice is filed:
         6/30/96

5.       Check box if this notice is being filed more than 180 days
         after the close of the issuer's fiscal year for purposes of
         reporting securities sold after the close of the fiscal year
         but before termination of the issuer's 24f-2 declaration:
         N/A

                                                           [        ]

6.       Date of termination of issuer's declaration under rule 24f-
         2(a)(1), if applicable (see instruction A.6):  N/A

7.       Number and amount of securities of the same class or series
         which had been registered under the Securities Act of 1933
         other than pursuant to rule 24f-2 in a prior fiscal year,
         but which remained unsold at the beginning of the fiscal
         year:  N/A

8.       Number and amount of securities registered during the fiscal
         year other than pursuant to rule 24f-2:  N/A

<PAGE>


9.       Number and aggregate sale price of securities sold during
         the fiscal year:

         Number:    5,226,291
         Amount:  $54,978,279

         Includes 4,353 shares (aggregate sale price of $45,347)
         issued in connection with the dividend reinvestment plan.)

10.      Number and aggregate sale price of securities sold during
         the fiscal year in reliance upon registration pursuant to
         Rule 24f-2:

         Number:    5,226,291
         Amount:  $54,978,279

11.      Number and aggregate sale price of securities issued during
         the fiscal year in connection with dividend reinvestment
         plans, if applicable (see Instruction B.7):

         (Included in Item 9, above.)

12.      Calculation of registration fee:

         (i)      Aggregate sale price of securities
                  sold during the fiscal year in
                  reliance on rule 24f-2 (from Item 10):  $54,978,279

    (ii)          Aggregate price of shares issued
                  in connection with dividend reinvestment
                  plans (from Item 11, if applicable):     +         0

   (iii)          Aggregate price of shares redeemed
                  or repurchased during the fiscal
                  year (if applicable):                    - 1,506,235

    (iv)          Aggregate price of shares redeemed
                  or repurchased and previously applied
                  as a reduction to filing fees pursuant
                  to rule 24e-2 (if applicable):           +         0

         (v)      Net aggregate price of securities
                  sold and issued during the fiscal year
                  in reliance on rule 24f-2 (line (i),
                  plus line (ii), less line (iii),
                  plus line (iv)) (if applicable):          53,472,044

    (vi)          Multiplier prescribed by Section 6(b)
                  of the Securities Act of 1933 or other
                  applicable law or regulation
                  (see instruction C.6):                   x    1/2900

   (vii)          Fee due (line (i) or line (v)
                  multiplied by line (vi)):                $ 18,438.64

<PAGE>


Instruction:               Issuers should complete lines (ii), (iii), (iv),
                           and (v) only if the form is being filed within 60
                           days after the close of the issuer's fiscal year.

13.      Check box if fees are being remitted to the Commission's
         lockbox depository as described in Section 3a of the
         Commission's Rules of Informal and Other Procedures (17 CFR
         202.3a).

                                              [  X  ]

         Date of mailing or wire transfer of filing fees to the
         Commission's lockbox depository:  8/28/96


                           SIGNATURES

     This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title):     /s/ Keith T. Shintani  
                              Assistant Vice President


 
 

Date: 8/29/96              






                             DECHERT PRICE & RHOADS
                               1500 K Street, N.W.
                                    Suite 500
                           Washington, D.C. 20005-1208



                                 August 29, 1996


Pilgrim America Masters Series, Inc.
Two Renaissance Square, 12th Floor
40 North Central Avenue
Phoenix, Arizona  85004

Dear Sir or Madam:

                  As counsel for Pilgrim America Masters Series, Inc.
(the "Fund") during the fiscal year ended June 30, 1996, we are
familiar with the registration of the Fund under the Investment
Company Act of 1940 (File No. 811-9040) and the registration
statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (File No. 33-91706) (the
"Registration Statement").  We also have examined such other Fund
records, agreements, documents and instruments as we deemed
appropriate.

     Based on the  foregoing,  it is our opinion  with respect to the Shares the
registration  of which is being made  definite  by the Notice  pursuant  to Rule
24f-2 under the  Investment  Company Act of 1940  ("Notice")  being filed by the
Fund for its fiscal year ended June 30, 1996,  assuming such Shares were sold at
the public  offering price and delivered by the Fund against  receipt of the net
asset  value of the  Shares in  compliance  with the  terms of the  Registration
Statement and the  requirements  of applicable  law, that such Shares were, when
sold, duly and validly  authorized,  legally and validly issued,  and fully paid
and non- assessable.

     We consent to the filing of this opinion in connection  with the Notice for
the fiscal year ended June 30, 1996 pursuant to Rule 24f-2 under the  Investment
Company  Act of 1940 to be filed on behalf of the Fund with the  Securities  and
Exchange Commission.

                                        Very truly yours,

                                        /s/ Dechert Price & Rhoads


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