Supplement dated June 16, 1998 to the
Prospectus for Pilgrim America Masters Series, Inc.
Dated November 1, 1997
Paragraph number (2) under the caption "Special Purchases without a
Sales Charge" on page 19 is hereby replaced with the following paragraph:
2) Any person who can document that Fund shares were purchased with
proceeds from the redemption (within the previous 90 days) of shares
from any unaffiliated mutual fund on which a sales charge was paid or
which were subject at any time to a CDSC, and which unaffiliated fund
was: with respect to purchases of the Asia-Pacific Equity Fund, a fund
investing in companies based in the Asia-Pacific region; with respect
to purchases of the MidCap Value Fund, a mid-cap fund; and with respect
to purchases of the LargeCap Value Fund, a large-cap fund.
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Supplement dated June 16, 1998 to the
Statement of Additional Information
for Pilgrim America Masters Series, Inc.
Dated November 1, 1997
The following disclosure is added to the Statement of Additional
Information, and this disclosure also effectively modifies current disclosure in
the Prospectus for Pilgrim America Masters Series dated November 1, 1997
regarding this type of dealer concession:
The Distributor of the Trust may, at its own expense, pay
concessions to dealers which may, depending on the dealer's
satisfaction of the required conditions, be periodic and may be up to
0.30% of the value of the Funds' shares sold by the dealer during a
particular period.
