A Special Meeting of Shareholders of the ING Pilgrim Gold Fund (the "Fund") was
held on July 21, 2000, for the purpose of:
(1) approving a new investment management agreement between the Fund and ING
Pilgrim Investments, Inc. (For: 9,536,260, Against or withheld: 863,506);
(2) electing eleven (11) new Directors to hold office until the election and
qualification of their successors (For: 31,134,375, Against or withheld:
2,412,105);
(3) ratifying the selection of KPMG LLP as the Fund's independent public
accountant (For: 10,174,034, Against or withheld: 316,825);
(4) approving a new service and distribution plan for the Fund (For: 7,834,170,
Against or withheld: 851,202); and
(5) approving amended and restated Articles of Incorporation (For: 8,489,594,
Against or withheld: 728,388).
The following Directors were elected at the Special Meeting of Shareholders and
are currently Directors of the Fund: Al Burton, Paul S. Doherty, Robert B.
Goode, Alan L. Gosule, Walter H. May, Jock Patton, David W.C. Putnam, John R.
Smith, Robert W. Stallings, John G. Turner and David W. Wallace.
