Supplement dated September 29, 1997 to the
Prospectus for Pilgrim America Masters Series, Inc. (the "Trust")
Dated January 15, 1997
Termination of Portfolio Manager for the Pilgrim America Masters LargeCap Value
Fund (the "Fund")
Effective October 31, 1997, Ark Asset Management Co., Inc. ("Ark") will no
longer serve as Portfolio Manager of the Fund. Pilgrim America Investments, Inc.
("PAII"), which is currently the Investment Manager for the Fund, will manage
the portfolio of the Fund effective November 1, 1997 pursuant to its existing
investment management agreement with the Trust. PAII currently provides
portfolio management services to five other Pilgrim America Funds.
PAII, as investment manager for the Fund, is currently paid a fee at an
annual rate of 1.00% based on the average daily net assets of the Fund. The fee
paid by the Fund to PAII will remain the same after November 1, 1997. Because
PAII will be handling the portfolio management responsibilities for the Fund,
PAII will retain the portion of the fee that was otherwise paid by PAII to Ark
as Portfolio Manager of the Fund.
G. David Underwood, Vice President and Director of Research for PAII, will
be primarily responsible for the day-to-day investment management of the Fund.
Mr. Underwood is a co-manager of the Pilgrim America MagnaCap Fund. Mr.
Underwood will be subject to oversight by Stanley D. Vyner, who will be
responsible for specifying the philosophy and process for stock selection and
their interpretation on a day to day basis, and who will exercise a right of
veto over individual trades. Mr. Vyner presently provides the same level of
oversight over the management of the Pilgrim America MagnaCap Fund.
Following the assumption of portfolio management duties by PAII,
significant portfolio turnover may occur in connection with a restructuring of
the Fund's holdings to reflect the management style of PAII. Such restructuring
may result in increased transactional costs for the Fund
