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.
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: 6/30/97
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: 13,286,826
Amount: $150,628,391
*Includes 47,007 shares (aggregate sale price of $581,202) 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: 13,286,826
Amount: $150,628,391
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):
$150,628,391
(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):
- 68,256,628
(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):
+82,371,763
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction
C.6):
X 1/3300
(vii) Fee due (line (i) or line (v)multiplied by line (vi)):
$24,961.14
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: 8/27/97
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/James M. Hennessy
Senior Vice President
Date: 8/29/97
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005-1208
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
August 29, 1997
Pilgrim America Masters Series, Inc.
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, 1997, 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, 1997, 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, 1997 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,
Dechert Price & Rhoads
