SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM SMALLCAP OPPORTUNITIES FUND
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM SMALLCAP OPPORTUNITIES FUND
(each a "Fund" and collectively, the "Funds")
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004
(800) 992-0180
July 12, 2000
Dear Shareholder:
A Special Meeting (the "Meeting") of Shareholders of the Funds will be held
at 40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004 on August 25,
2000 at 8:30 a.m., local time. We hope that you can attend the Special Meeting
in person; however, we urge you in any event to take the time to read the
attached Proxy Statement and to vote your shares by completing and returning the
enclosed proxy in the envelope provided at your earliest convenience.
At the Meeting, you will be asked to consider and vote on, among other
things, the following matters:
* Approval of an amendment to the advisory contract between each Fund
and Pilgrim Investments, Inc. ("Pilgrim Investments") which increases
the contractual advisory fee payable to Pilgrim Investments (the
"Amendment"). Pilgrim Investments has made a commitment to building
and sustaining a high quality growth asset management team to manage
the Funds. A fee increase is sought to support this commitment in the
face of escalating personnel and other costs in managing the Funds;
and
* Approval of new advisory contracts to reflect the acquisition of
ReliaStar Financial Corp., the indirect parent company of Pilgrim
Investments, by ING Groep N.V., a global financial institution active
in the fields of insurance, banking and asset management, with no
change in the advisory fees payable to Pilgrim Investments as a result
of the change in control. Shareholders are being asked to approve the
new advisory contracts to take effect after the acquisition so that
management of each Fund can continue uninterrupted after the
transaction, because the current agreements may terminate
automatically as a result of the transaction.
After careful consideration, the Board of Trustees of the Funds unanimously
approved each of the proposals and recommends that shareholders vote "FOR" each
proposal.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. TO AVOID
THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS, PLEASE TAKE
A FEW MINUTES TO READ THE PROXY STATEMENT AND CAST YOUR VOTE. IT IS IMPORTANT
THAT YOUR VOTE BE RECEIVED BY NO LATER THAN AUGUST 24, 2000.
The Funds are using Shareholder Communications Corporation ("SCC"), a
professional proxy solicitation firm, to assist shareholders in the voting
process. As the date of the Meeting approaches, if we have not already heard
from you, you may receive a telephone call from SCC reminding you to exercise
your right to vote.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
/s/ Robert W. Stallings
ROBERT W. STALLINGS
Chief Executive Officer and President
<PAGE>
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM SMALLCAP OPPORTUNITIES FUND
(each a "Fund" and collectively, the "Funds")
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004
(800) 992-0180
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2000
To the Shareholders:
A Special Meeting (the "Meeting") of Shareholders of the Funds will be held
on August 25, 2000 at 8:30 a.m., local time, at 40 North Central Avenue, Suite
1200, Phoenix, Arizona 85004 for the following purposes:
1. To elect eleven Trustees to serve until their successors are elected
and qualified;
2. To approve an amendment to the advisory contract between each Fund and
Pilgrim Investments, Inc. ("Pilgrim Investments") which increases the
contractual advisory fee payable to Pilgrim Investments (the
"Amendment"). Pilgrim Investments has sought a fee increase to attempt
to continue to provide high quality investment management services in
the face of escalating costs in managing the Funds;
3. To approve the following new advisory contracts between the Funds and
Pilgrim Investments to reflect the acquisition of ReliaStar Financial
Corp., the indirect parent company of Pilgrim Investments, by ING
Groep N.V., with no change in the advisory fee payable to Pilgrim
Investments as a result of the change in control. Shareholders are
being asked to approve the new advisory contracts to take effect after
the acquisition so that management of each Fund can continue
uninterrupted after the transaction, because the current agreements
may terminate automatically as a result of the transaction:
3a. An Investment Management Agreement, assuming Proposal 2 is
approved by shareholders; and
3b. An Investment Management Agreement, assuming Proposal 2 is not
approved by shareholders;
4. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Funds for the fiscal year ending December 31, 2000;
and
5. To transact such other business as may properly come before the
Special Meeting of Shareholders or any adjournments thereof.
Shareholders of record at the close of business on June 26, 2000 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted. If
you are present at the Meeting, you may change your vote, if desired, at that
time.
By Order of the Board of Trustees,
/s/ James M. Hennessy
JAMES M. HENNESSY, Secretary
Dated: July 12, 2000
<PAGE>
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM SMALLCAP OPPORTUNITIES FUND
(each a "Fund" and collectively, the "Funds")
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2000
A Special Meeting (the "Meeting") of Shareholders of the Funds will be held
on August 25, 2000 at 8:30 a.m., local time, at 40 North Central Avenue, Suite
1200, Phoenix, Arizona 85004 for the following purposes:
1. To elect eleven Trustees to serve until their successors are elected
and qualified;
2. To approve an amendment to the advisory contract between each Fund and
Pilgrim Investments, Inc. ("Pilgrim Investments") which increases the
contractual advisory fee payable to Pilgrim Investments. Pilgrim
Investments has sought a fee increase to attempt to continue to
provide high quality investment management services in the face of
escalating costs in managing the Funds;
3. To approve the following new advisory contracts between the Funds and
Pilgrim Investments to reflect the acquisition of ReliaStar Financial
Corp. ("ReliaStar"), the indirect parent company of Pilgrim
Investments, by ING Groep N.V., with no change in the fee payable to
Pilgrim Investments as a result of the change in control. Shareholders
are being asked to approve the new advisory contracts to take effect
after the acquisition so that management of each Fund can continue
uninterrupted after the transaction, because the current agreements
may terminate automatically as a result of the transaction:
3a. An Investment Management Agreement, assuming Proposal 2 is
approved by shareholders; and
3b. An Investment Management Agreement, assuming Proposal 2 is not
approved by shareholders;
4. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Funds for the fiscal year ending December 31, 2000;
and
5. To transact such other business as may properly come before the
Special Meeting of Shareholders or any adjournments.
This is a combined proxy statement for Pilgrim Growth Opportunities Fund
("Growth Opportunities Fund") and Pilgrim SmallCap Opportunities Fund ("SmallCap
Opportunities Fund"). Each Fund is a registered investment company under the
Investment Company Act of 1940, as amended ("1940 Act").
SOLICITATION OF PROXIES
Solicitation of proxies is being made primarily by the mailing of this
Notice and Proxy Statement with its enclosures on or about July 12, 2000.
Shareholders of the Funds whose shares are held by nominees, such as brokers,
can vote their proxies by contacting their respective nominee. In addition to
the solicitation of proxies by mail, officers of the Funds and employees of
Pilgrim Investments and its affiliates, without additional compensation, may
solicit proxies in person or by telephone, telegraph, facsimile, or oral
communication. The Funds have retained Shareholder Communications Corporation
("SCC"), a professional proxy solicitation firm, to assist with any necessary
solicitation of proxies. As the Meeting date approaches, certain shareholders of
the Funds may receive a telephone call from SCC asking the shareholder to vote.
A shareholder may revoke the accompanying proxy at any time prior to its
use by filing with his/her respective Fund a written revocation or duly executed
proxy bearing a later date. In addition, any shareholder who attends the Meeting
in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given. The persons named in the accompanying proxy will vote as
directed by the proxy, but in the absence of voting directions in any proxy that
is signed and returned, they intend to vote "FOR" each of the proposals and may
vote in their discretion with respect to other matters not now known to the
Board of the Funds that may be presented at the Meeting.
<PAGE>
For information on voting rights and adjournments of the Meeting, please
see "GENERAL INFORMATION" below.
REPORTS TO SHAREHOLDERS
Each Fund will furnish, without charge, a copy of the Annual Report and the
most recent Semi-Annual Report regarding that Fund on request. Requests for such
reports should be directed to Pilgrim Investments at 40 North Central Avenue,
Suite 1200, Phoenix, Arizona 85004 or at (800) 992-0180.
PROPOSAL NO. 1
ELECTION OF TRUSTEES
The Board of Trustees of each Fund has nominated eleven individuals (the
"Nominees") for election to the Board of each Fund. Shareholders are being asked
to elect the Nominees to serve as Trustees, each to serve until his or her
successor is duly elected and qualified. Pertinent information about each
Nominee is set forth below. Each Nominee has consented to serve as a Trustee if
elected. All of the Nominees are currently Trustees of both Funds. Mark L.
Lipson, currently a Trustee of both Funds, is not standing for election as a
Trustee of the Funds.
The Nominees are being nominated to provide uniformity across the Boards of
Directors/Trustees of all of the Pilgrim Funds. In evaluating the Nominees, the
Trustees took into account their background and experience, including their
familiarity with the issues relating to these types of funds and investments as
well as their careers in business, finance, marketing and other areas. The
Trustees also considered the experience of each of the Nominees as trustees or
directors of certain of the funds in the Pilgrim group of funds.
INFORMATION REGARDING NOMINEES
Below are the names, ages, business experience during the past five years
and other directorships of the Nominees. An asterisk (*) has been placed next to
the name of each Nominee who would constitute an "interested person," as defined
in the 1940 Act by virtue of that person's affiliation with either of the Funds
or Pilgrim Investments or any of its affiliates. The address of each Nominee is
40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004.
<TABLE>
<CAPTION>
POSITION(S) TO BE
HELD WITH
NAME AND AGE THE FUNDS PRINCIPAL OCCUPATION DURING PAST 5 YEARS
------------ --------- ----------------------------------------
<S> <C> <C>
Al Burton Trustee President of Al Burton Productions for more than the last five
(Age 72) years. Mr. Burton is also a Director, Trustee or Advisory Board
Member of each of the funds managed by Pilgrim Investments.
Paul S. Doherty Trustee President of Doherty, Wallace, Pillsbury and Murphy, P.C.,
(Age 66) Attorneys. Formerly a Director of Tambrands, Inc. (1993-1998).
Mr. Doherty is also a Director or Trustee of each of the funds
managed by Pilgrim Investments.
Robert B. Goode Trustee Retired. Mr. Goode was formerly Chairman, American Direct
(Age 69) Business Insurance Agency, Inc. (1996 - 2000). Mr. Goode is also
a Director or Trustee of each of the funds managed by Pilgrim
Investments.
Alan L. Gosule Trustee Partner and Chairman of the Tax Department of Clifford, Chance,
(Age 59) Rogers & Wells (since 1991). Mr. Gosule is a Director of F.L.
Putnam Investment Management Co., Inc., Simpson Housing Limited
Partnership, Home Properties of New York, Inc., CORE Cap, Inc.
and Colonnade Partners. Mr. Gosule is also a Director or Trustee
of each of the funds managed by Pilgrim Investments.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
POSITION(S) TO BE
HELD WITH
NAME AND AGE THE FUNDS PRINCIPAL OCCUPATION DURING PAST 5 YEARS
------------ --------- ----------------------------------------
<S> <C> <C>
Walter H. May Trustee Retired. Mr. May was formerly Managing Director and Director of
(Age 63) Marketing for Piper Jaffray, Inc. Mr. May is also a Director or
Trustee of each of the funds managed by Pilgrim Investments.
Jock Patton Trustee Private Investor. Director of Hypercom Corporation (since
(Age 54) January 1999), and JDA Software Group, Inc. (since January
1999). Mr. Patton is also a Director of Buick of Scottsdale,
Inc., National Airlines, Inc., BG Associates, Inc., BK
Entertainment, Inc., Arizona Rotorcraft, Inc. and Director and
Chief Executive Officer of Rainbow Multimedia Group, Inc. Mr.
Patton was formerly Director of Stuart Entertainment, Inc.,
Director of Artisoft, Inc. (August 1994-July 1998); and a
President and Co-owner of StockVal, Inc. (April 1993 - June
1997). Mr. Patton is also a Director, Trustee, or a member of
the Advisory Board of each of the funds managed by Pilgrim
Investments.
David W.C. Putnam Trustee President, Clerk and Director of F.L. Putnam Securities Company,
(Age 60) Inc. and its affiliates (since 1978). Mr. Putnam is Director of
Anchor Investment Management Corporation and President and
Trustee of Anchor Capital Accumulation Trust, Anchor
International Bond Trust, Anchor Gold and Currency Trust, Anchor
Resources and Commodities Trust and Anchor Strategic Assets
Trust. Mr. Putnam was formerly Director of Trust Realty Corp.
and Bow Ridge Mining Co. Mr. Putnam is also a Director or
Trustee of each of the funds managed by Pilgrim Investments.
John R. Smith Trustee President of New England Fiduciary Company (since 1991). Mr.
(Age 76) Smith is Chairman of Massachusetts Educational Financing
Authority (since 1987), Vice Chairman of Massachusetts Health
and Education Authority (since 1979) and Vice-Chairman of MHI,
Inc. (Massachusetts Non-Profit Energy Purchasers Consortium)
(since 1996). Mr. Smith is also a Director or Trustee of each of
the funds managed by Pilgrim Investments.
* Robert W. Stallings Trustee Chairman, Chief Executive Officer and President of Pilgrim
(Age 51) Group, Inc. ("Pilgrim Group") (since December 1994); Chairman,
Pilgrim Investments and Pilgrim Securities, Inc. ("Pilgrim
Securities") (since December 1994); President and Chief
Executive Officer of Pilgrim Funding, Inc. (since November
1999); and President and Chief Executive Officer of Pilgrim
Capital Corporation (since October 1999) and its predecessors
(since August 1991). Mr. Stallings is also a Director, Trustee,
or a member of the Advisory Board of each of the Pilgrim Funds.
*John G. Turner Trustee/ Chairman and Chief Executive Officer of ReliaStar Financial
(Age 60) Chairman Corp. and ReliaStar Life Insurance Co. (since 1993); Chairman of
ReliaStar Life Insurance Company of New York (since 1995);
Chairman of Northern Life Insurance Company (since 1992). Mr.
Turner was formerly Director of Northstar Investment Management
Corporation and its affiliates (1993 - 1999) and President of
ReliaStar Financial Corp. and ReliaStar Life Insurance Co.
(1989-1991). Mr. Turner is also Chairman of each of the funds
managed by Pilgrim Investments.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
POSITION(S) TO BE
HELD WITH
NAME AND AGE THE FUNDS PRINCIPAL OCCUPATION DURING PAST 5 YEARS
------------ --------- ----------------------------------------
<S> <C> <C>
David Wallace Trustee Chairman of FECO Engineered Systems, Inc. Mr. Wallace is
(Age 76) President and Trustee of the Robert R. Young Foundation,
Governor of the New York Hospital, Trustee of Greenwit Hospital
and Director of UMC Electronics and Zurn Industries, Inc. Mr.
Wallace was formerly Chairman of Lone Star Industries and Putnam
Trust Company, Chairman and Chief Executive Officer of Todd
Shipyards, Bangor Punta Corporation, and National Securities &
Research Corporation. Mr. Wallace is also a Director or Trustee
of each of the funds managed by Pilgrim Investments.
</TABLE>
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* An "interested person" as defined in Section 2(a)(19) of the 1940 Act.
During the most recent fiscal year, the Board of Pilgrim Growth
Opportunities Fund held five meetings and the Board of Pilgrim SmallCap
Opportunities Fund held six meetings. Each Trustee attended at least 75% of such
meetings during the period in which such Trustee served as a Trustee.
COMMITTEES
The Board of Trustees of each Fund has an Audit Committee whose function is
to meet with the independent auditors for the Fund to review the scope of the
Fund's audit, the Fund's financial statements and interim accounting controls,
and to meet with management concerning these matters, among other things. The
Committee for each Fund currently consists of the following Trustees: David W.
Wallace, Paul S. Doherty, Robert B. Goode and John R. Smith. Mary A. Baldwin is
an Advisory Board Member of this committee. Prior to November 16, 1999, the
Committees consisted of David W. Wallace, Paul S. Doherty, Alan Gosule, Walter
H. May and John R. Smith. During the year ended December 31, 1999, each Audit
Committee met one time. Each member of each Audit Committee attended all of the
meetings during the period in which he or she was a member of the Committee.
The Board of Trustees of each Fund has a Valuation Committee whose function
is to review the determination of the value of securities held by the Funds for
which market quotations are not available. The Committee for each Fund currently
consists of the following Trustees: Jock Patton, Al Burton, Alan Gosule, Walter
H. May and David W.C. Putnam. Prior to November 16, 1999, the Valuation
Committee consisted of Paul Doherty and Robert Goode. The Valuation Committee
did not meet during the fiscal year ended December 31, 1999.
The Board of Trustees of each Fund has an Executive Committee to act for
the full Board if necessary in the event that Board action is needed between
regularly scheduled Board meetings. The Committee for each Fund currently
consists of the following Trustees: Robert W. Stallings, John G. Turner, Walter
H. May and Jock Patton. The Executive Committee was created on January 27, 2000,
and therefore did not meet during the fiscal year ended December 31, 1999.
The Board of Trustees of each Fund has a Nominating Committee for the
purpose of considering candidates to fill Independent Trustee vacancies on the
Board. The Nominating Committee of each Fund currently consists of the following
Trustees: Walter H. May, Al Burton, Paul S. Doherty and Robert B. Goode. Mary A.
Baldwin is an Advisory Board Member of this committee. The Nominating Committee
was created on November 16, 1999 and did not meet during the fiscal year ended
December 31, 1999. Neither Fund currently has a policy regarding whether the
Nominating Committee will consider nominees recommended by shareholders of the
Fund.
The Boards of Trustees of the Funds currently do not have a Compensation
Committee.
4
<PAGE>
REMUNERATION OF TRUSTEES AND OFFICERS
Each Fund currently pays each Trustee who is not an "interested person" of
Pilgrim Investments a pro rata share, as described below, of (i) an annual
retainer of $20,000; (ii) $5,000 per quarterly Board meeting; (iii) $500 per
committee meeting; (iv) $500 per special or telephonic meeting; and (v)
out-of-pocket expenses. The pro rata share paid by each Fund is based on the
Fund's average net assets as a percentage of the average net assets of all the
funds managed by Pilgrim Investments for which the Trustees serve in common as
Directors or Trustees or as Advisory Board Members, if applicable. Certain of
the funds had different compensation schedules in place for the
Directors/Trustees during portions of 1999.
The following table sets forth the compensation paid to each of the
Trustees of each Fund for the fiscal year ended December 31, 1999. Trustees who
are interested persons of the Funds do not receive any compensation from the
Funds. In the column headed "Total Compensation From Funds and Fund Complex Paid
to Trustees," the number in parentheses indicates the total number of boards in
the Pilgrim Fund complex on which the Trustee served during that year.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
FROM GROWTH FROM SMALLCAP FUNDS AND FUND COMPLEX
NAME OF PERSON, POSITION OPPORTUNITIES FUND OPPORTUNITIES FUND PAID TO TRUSTEES
------------------------ ------------------ ------------------ ----------------
<S> <C> <C> <C>
Al Burton (1) $ 45,875
Trustee $ 385 $ 385 (15 companies)
Paul S. Doherty $ 27,125
Trustee $ 1,493 $ 1,491 (15 companies)
Robert B. Goode $ 26,625
Trustee $ 1,455 $ 1,453 (15 companies)
Alan L. Gosule $ 25,125
Trustee $ 1,346 $ 1,346 (15 companies)
Mark S. Jordahl (2) (3) $ 0
Trustee $ 0 $ 0 (6 companies)
Mark L. Lipson (2) $ 0
Trustee $ 0 $ 0 (15 companies)
Walter H. May $ 27,125
Trustee $ 1,493 $ 1,491 (15 companies)
Jock Patton (1) $ 45,875
Trustee $ 385 $ 385 (15 companies)
David W.C. Putnam $ 24,375
Trustee $ 1,321 $ 1,353 (15 companies)
John R. Smith $ 27,125
Trustee $ 1,493 $ 1,491 (15 companies)
Robert W. Stallings (1) (2) $ 0
Trustee $ 0 $ 0 (15 companies)
John G. Turner (2) $ 0
Trustee $ 0 $ 0 (15 companies)
David W. Wallace $ 24,875
Trustee $ 1,359 $ 1,392 (15 companies)
</TABLE>
----------
(1) Messrs. Burton, Patton and Stallings were elected as Trustees of Growth
Opportunities Fund and SmallCap Opportunities Fund on November 16, 1999.
(2) "Interested person," as defined in the 1940 Act of Pilgrim Investments,
because of affiliation with Pilgrim Investments.
(3) Mr. Jordahl resigned as a Trustee effective November 16, 1999.
5
<PAGE>
VOTE REQUIRED
Shareholders of each Fund must separately approve the election of Nominees
for that Fund. For each Fund, the affirmative vote of a majority of the shares
of that Fund voting at the Meeting is required to approve the election of each
Nominee for that Fund.
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING A MAJORITY OF THE
INDEPENDENT TRUSTEES, RECOMMENDS THAT YOU VOTE "FOR" EACH OF
THE NOMINEES UNDER PROPOSAL NO. 1.
PROPOSAL NO. 2
APPROVAL OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS
Shareholders of each Fund are being asked to approve an Amendment to the
Investment Management Agreement ("Amendment") between each Fund and Pilgrim
Investments which will increase the advisory fee payable to Pilgrim Investments.
On April 27, 2000, a majority of each Fund's Board of Trustees, including a
majority of the Independent Trustees, approved the Amendment. As discussed in
more detail below, the Proposal would increase the fees as follows:
FUND CURRENT FEE(1) PROPOSED FEE(1)
---- -------------- ---------------
Pilgrim Growth Opportunities Fund 0.75% 0.95%
Pilgrim SmallCap Opportunities Fund 0.75% 1.00%
----------
(1) As a percentage of the Fund's average daily net assets.
The proposed Amendment is attached as Appendix A to this proxy statement.
The terms of the Investment Management Agreements, other than the fee, will not
be changed by the proposed Amendment. Further information about the Investment
Management Agreements, the termination and renewal procedures and the services
provided by Pilgrim Investments can be found under "Terms of the Investment
Management Agreements."
Shareholders of each Fund are being asked to approve the Amendment. Set
forth below is a description of the changes in the fee schedule that would
result if the Amendment is approved.
REASONS FOR AMENDMENT OF THE INVESTMENT MANAGEMENT AGREEMENTS
An increase in advisory fee is proposed because of the expenses associated
with building and sustaining a strong growth asset management team. Pilgrim
Investments is committed to bringing high quality asset management services to
Growth Opportunities Fund, SmallCap Opportunities Fund, and other growth funds
in the Pilgrim group of funds. Towards this end, Pilgrim Investments has built a
growth asset management team around Mary Lisanti, Executive Vice President and
Chief Investment Officer - Equities, who is primarily responsible for management
of SmallCap Opportunities Fund and is co-manager of Growth Opportunities Fund.
Ms. Lisanti has been with Pilgrim Investments or its affiliates since May 1998.
The investment professionals involved in the management of these Funds are the
persons listed below, and the year they began with Pilgrim Investments or its
affiliates is listed below:
6
<PAGE>
NAME CORPORATE OR JOB TITLE DATE OF HIRE
---- ---------------------- ------------
Mary Lisanti Executive Vice President May 26, 1998
Jeffrey Bernstein Senior Vice President June 1, 1998
Joan Stack Vice President June 1, 1998
Peter McNally Assistant Vice President August 3, 1998
Allison Adler Assistant Vice President April 12, 1999
Bob Harris Junior Analyst August 5, 1998
John Campos Junior Analyst January 27, 1997
Jeff Ferro Junior Analyst February 7, 2000
Bernadette Cruz Assistant February 28, 2000
Brent Shelton Assistant February 7, 2000
During the time that Ms. Lisanti has been primarily responsible for
managing or co-managing Growth Opportunities and SmallCap Opportunities Funds,
these Funds have enjoyed strong returns, as shown below:*
<TABLE>
<CAPTION>
SINCE BEGINNING OF PERFORMANCE
MANAGEMENT BY RANKING
CURRENT GROWTH 1/01/00 1/01/00
TEAM THROUGH YEAR ENDED PERFORMANCE THROUGH THROUGH
FUND 12/31/99 (1)(2) 12/31/99 (2) RANKING 1999 (3) 6/30/00 (2) 6/30/00 (3)
---- ------- ------------ ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
GROWTH OPPORTUNITIES FUND 69.48% 82.14% 31/1149 -5.03% 889/1476
S&P 500 Index 22.71% 21.04% N/A -0.42% N/A
SMALLCAP OPPORTUNITIES FUND 73.08% 132.73% 7/757 1.60% 371/862
Russell 2000 Index 8.25% 21.26% N/A 3.05% N/A
</TABLE>
----------
(1) July 1998 for SmallCap Opportunities Fund, and August 1998 for Growth
Opportunities Fund.
(2) Performance figures are for Class A shares of each Fund, net of operating
expenses, including sales load, and assuming reinvestment of all dividends
and distributions.
(3) Performance of Class A shares of multiclass funds (net of operating
expenses, excluding sales load, and assuming reinvestment of all dividends
and distributions) from the Lipper universe of Funds.
While these returns, particularly those earned in 1999, likely are not
sustainable, Pilgrim Investments has committed to providing the resources it
believes are necessary to maintain a high quality growth asset management team.
This commitment requires sufficient resources to pay for the costs of high
caliber personnel such as those mentioned above and for other resources.
In light of this commitment, Pilgrim Investments' expenses have increased,
and further expenses are anticipated in the future, as described below. The
compensation paid to investment management, compliance, and other personnel who
provide services to Pilgrim Investments on behalf of the Funds has increased as
a result of competition with other firms. In particular, compensation expenses
for experienced investment personnel have increased substantially and are
expected to increase more in the foreseeable future. Pilgrim Investments
believes that this increase in advisory fees will, over the longer term, better
enable it to continue to provide high-quality management services to each Fund.
Pilgrim Investments further reported to the Board that it intends to
enhance its research capabilities for both Funds, which will require hiring new
personnel. For example, Pilgrim Investments wishes to begin researching a larger
universe of companies for the SmallCap Opportunities Fund.
----------
* Past performance may have been the result of investing in certain unusually
"hot" industries, IPOs or other factors that may or may not continue to
exist. There is no assurance that these methods will continue to have the
same impact on future returns. The Funds have benefited from unusually
favorable market conditions; it is probable that the performance will not
be repeated in the future.
7
<PAGE>
Pilgrim Investments also faces other escalating expenses. Pilgrim
Investments does not currently maintain an office in New York City. Pilgrim
Investments has informed the Funds' Boards that the presence of a new New York
office is important to provide appropriate access to management of portfolio
companies, who typically make New York a regular stop to talk to the investment
management community. Pilgrim Investments informed the Boards that expansion
would be costly, as rental space in New York demands a premium rate and it also
would be necessary to build an administrative infrastructure in New York. In
addition, Pilgrim Investments intends to invest in new trading facilities for
the New York office, which will provide Pilgrim Investments with increased
analytical capabilities. The increase in advisory fees for the Funds is sought
to support Pilgrim Investments' commitment to building and sustaining a high
quality growth asset management team. The Board of Trustees of each Fund
believes that the increases in advisory fees are in the best interests of
shareholders.
EFFECT OF THE PROPOSED FEES
As stated above, the proposed amendment to the Investment Management
Agreements would increase each Fund's current investment advisory fee of 0.75%
per year (as a percentage of each Fund's average daily net assets) to 0.95% for
Growth Opportunities Fund and to 1.00% for SmallCap Opportunities Fund. Set
forth below is a table showing the dollar amount of the advisory fees paid
during the fiscal year ended December 31, 1999 under the Investment Management
Agreements and the dollar amount of fees that would have been paid under the
Amendment. The table also shows the differences (expressed as a percentage of
existing fees) between the amounts that would have been paid under the Amendment
and the amounts actually paid under the Investment Management Agreements. Also
set forth below are comparative fee tables showing the amount of fees and
expenses paid by the Funds as a percentage of average daily net assets during
the fiscal year ended December 31, 1999 and the amount of fees and expenses
shareholders would have paid if the Amendment had been in effect for the year
ended December 31, 1999.
DOLLAR AMOUNT OF INVESTMENT MANAGEMENT FEES PAID
(year ended December 31, 1999)
PERCENTAGE
FUND EXISTING FEE PROPOSED FEE DIFFERENCE
---- ------------ ------------ ----------
Growth Opportunities Fund $1,865,457 $2,362,912 26.67%
SmallCap Opportunities Fund $1,915,854 $2,554,472 33.33%
GROWTH OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEE 0.75% 0.95% 0.75% 0.95%
12B-1 FEE 0.30% 0.30% 1.00% 1.00%
OTHER EXPENSES 0.34% 0.34% 0.35% 0.35%
OPERATING EXPENSES 1.39% 1.59% 2.10% 2.30%
CLASS C CLASS I
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
MANAGEMENT FEE 0.75% 0.95% 0.75% 0.95%
12B-1 FEE 1.00% 1.00% N/A N/A
OTHER EXPENSES 0.35% 0.35% 0.25% 0.25%
OPERATING EXPENSES 2.10% 2.30% 1.00% 1.20%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
CLASS Q CLASS T
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEE 0.75% 0.95% 0.75% 0.95%
12B-1 FEE 0.25% 0.25% 0.95% 0.95%
OTHER EXPENSES 0.34% 0.34% 0.33% 0.33%
OPERATING EXPENSES 1.34% 1.54% 2.03% 2.23%
</TABLE>
----------
(1) The calculations in the fee tables are based on the Fund's expenses as a
percentage of net assets.
EXAMPLES
The following examples help compare the costs of investing in the Growth
Opportunities Fund under the Investment Management Agreement and after giving
effect to the fee increase in the proposed Amendment.
CURRENT FEE RATE PROPOSED FEE RATE
--------------------------------- ---------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ ------ ------ ------ ------ ------
CLASS A $ 709 $ 990 $1,292 $2,148 $ 727 $1,048 $1,391 $2,356
CLASS B $ 713 $ 958 $1,329 $2,250 $ 733 $1,018 $1,430 $2,458
CLASS C $ 313 $ 658 $1,129 $2,431 $ 333 $ 718 $1,230 $2,636
CLASS I $ 102 $ 318 $ 552 $1,225 $ 122 $ 381 $ 660 $1,455
CLASS Q $ 136 $ 425 $ 734 $1,613 $ 157 $ 486 $ 839 $1,835
CLASS T $ 606 $ 837 $1,093 $2,194 $ 626 $ 897 $1,195 $2,403
The hypothetical examples assume that all dividends and other distributions
are reinvested at net asset value, that the percentage amounts listed under
Other Expenses above remain the same in the years shown and shares are redeemed
at the end of each period. The assumption in the hypothetical examples of a 5%
annual return is required by regulation of the Securities and Exchange
Commission; the assumed 5% annual return is not a prediction of, and does not
represent, the projected or actual performance of the Fund's Shares.
THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
SMALLCAP OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS B
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEE 0.75% 1.00% 0.75% 1.00%
12B-1 FEE 0.30% 0.30% 1.00% 1.00%
OTHER EXPENSES 0.38% 0.38% 0.40% 0.40%
OPERATING EXPENSES 1.43% 1.68% 2.15% 2.40%
CLASS C CLASS I
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
MANAGEMENT FEE 0.75% 1.00% 0.75% 1.00%
12B-1 FEE 1.00% 1.00% N/A N/A
OTHER EXPENSES 0.43% 0.43% 0.38% 0.38%
OPERATING EXPENSES 2.18% 2.43% 1.13% 1.38%
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
CLASS Q CLASS T
-------------------------------------------- --------------------------------------------
CURRENT ANNUAL FUND PROPOSED ANNUAL FUND CURRENT ANNUAL FUND PROPOSED ANNUAL FUND
OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1) OPERATING EXPENSES(1)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
MANAGEMENT FEE 0.75% 1.00% 0.75% 1.00%
12B-1 FEE 0.25% 0.25% 0.95% 0.95%
OTHER EXPENSES 0.38% 0.38% 0.36% 0.36%
OPERATING EXPENSES 1.38% 1.63% 2.06% 2.31%
</TABLE>
----------
(1) The calculations in the fee tables are based on the Fund's expenses as a
percentage of net assets.
EXAMPLES
The following examples help compare the costs of investing in the SmallCap
Opportunities Fund under the Investment Management Agreement and after giving
effect to the fee increase in the proposed Amendment.
CURRENT FEE RATE PROPOSED FEE RATE
--------------------------------- ---------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ ------ ------ ------ ------ ------
CLASS A $ 712 $1,001 $1,312 $2,190 $ 736 $1,074 $1,435 $2,448
CLASS B $ 718 $ 973 $1,354 $2,300 $ 743 $1,048 $1,480 $2,558
CLASS C $ 321 $ 682 $1,169 $2,513 $ 346 $ 758 $1,296 $2,766
CLASS I $ 115 $ 359 $ 622 $1,375 $ 141 $ 437 $ 755 $1,657
CLASS Q $ 141 $ 437 $ 755 $1,657 $ 166 $ 514 $ 887 $1,933
CLASS T $ 609 $ 846 $1,108 $2,228 $ 634 $ 921 $1,235 $2,488
The hypothetical examples assume that all dividends and other distributions
are reinvested at net asset value, that the percentage amounts listed under
Other Expenses above remain the same in the years shown and shares are redeemed
at the end of each period. The assumption in the hypothetical examples of a 5%
annual return is required by regulation of the Securities and Exchange
Commission; the assumed 5% annual return is not a prediction of, and does not
represent, the projected or actual performance of the Fund's Shares.
THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
TERMS OF THE INVESTMENT MANAGEMENT AGREEMENTS
The Investment Management Agreements were last approved by each Fund's
Board of Trustees, including a majority of the Trustees who were not parties to
the Investment Management Agreements or interested persons of such parties
("Independent Trustees") at a meeting held on April 27, 2000. The shareholders
for each Fund last approved the Investment Management Agreements with respect to
those Funds on June 2, 1995.
The terms of the Investment Management Agreements, other than those related
to the amount of the fee, will not be changed by the proposed Amendment.
SERVICES PROVIDED. Each Investment Management Agreement requires Pilgrim
Investments to provide, subject to the supervision of the Board of Trustees,
investment advice and investment services to the Fund and to furnish advice and
recommendations with respect to investment of the Fund's assets and the purchase
or sale of its portfolio securities. Pilgrim Investments also provides
investment research and analysis.
LIABILITY OF THE ADVISER. The Investment Management Agreements provide that
Pilgrim Investments is not subject to liability to the Funds for any act or
omission in the course of, or connected with, rendering services under the
Investment Management Agreement, except by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties
under the Investment Management Agreements.
10
<PAGE>
TERMINATION. The Investment Management Agreements will terminate
automatically in the event of assignment. In addition, each Agreement may be
terminated by Pilgrim Investments upon not more than sixty days' nor less than
thirty days' written notice to the Fund, and by the Fund upon the vote of a
majority of the Fund's Board of Trustees or a majority of the outstanding voting
shares of the Fund, upon not more than sixty days' nor less than thirty days'
written notice to Pilgrim Investments.
INFORMATION ABOUT PILGRIM INVESTMENTS
Organized in December 1994, Pilgrim Investments is registered as an
investment adviser with the Securities and Exchange Commission. As of February
29, 2000, Pilgrim Investments managed over $16.6 billion in assets. Pilgrim
Investments is an indirect wholly-owned subsidiary of ReliaStar. On April 30,
2000, ReliaStar entered into an agreement to be acquired by ING Groep N.V.
Through its subsidiaries, ReliaStar offers individuals and institutions life
insurance and annuities, employee benefits products and services, life and
health reinsurance, retirement plans, mutual funds, bank products, and personal
finance education.
Prior to April 30, 2000, Pilgrim Advisors, Inc. ("Pilgrim Advisors") served
as investment adviser to the Funds. On April 30, 2000, Pilgrim Advisors, also an
indirect wholly-owned subsidiary of ReliaStar, merged with Pilgrim Investments,
and Pilgrim Investments is the surviving corporation from that merger. Pilgrim
Investments' principal address is 40 North Central Avenue, Suite 1200, Phoenix,
Arizona 85004.
Appendix B to this proxy statement contains a list of registered investment
companies for which Pilgrim Investments acts as investment adviser with
investment objectives and policies similar to those of the Funds, a list of the
directors and principal executive officers of Pilgrim Investments, and
information regarding fees that have been paid by the Funds to Pilgrim
Investments and certain of its affiliates during each Fund's most recent fiscal
year.
From time to time, Pilgrim Investments receives brokerage and research
services from brokers that execute securities transactions for certain of the
Funds. The commission paid by a Fund to a broker that provides such services to
Pilgrim Investments may be greater than the commission would be if the Fund used
a broker that does not provide the same level of brokerage and research
services. Additionally, Pilgrim Investments may use such services for clients
other than the specific Fund or Funds from which the related commissions are
derived.
BOARD OF TRUSTEES' ANALYSIS AND RECOMMENDATION
In determining whether or not it was appropriate to approve the Amendment
and to recommend approvals to shareholders, the Board of Trustees for each Fund,
including the Independent Trustees, considered various matters and materials
provided by Pilgrim Investments, including the factors described above. In
addition to the factors mentioned above, the Independent Trustees considered (1)
the nature, quality and scope of the services provided to each Fund by Pilgrim
Investments, including each Fund's performance and its favorable historical
rankings against comparable funds; (2) Pilgrim Investments' current expenses as
well as anticipated expenses in managing the Funds; (3) expenses Pilgrim
Investments has spent and will continue to incur building and sustaining a high
quality growth asset management team, including expenses of maintaining and
enhancing its ability to retain and attract high caliber personnel to serve each
Fund; (4) the complexity of research and investment activities; (5) the
performance of Pilgrim Investments in meeting other obligations to the Funds
under the Administrative Services Agreement, including its oversight,
administrative, and compliance monitoring services; (6) the effect of the
proposed investment advisory fee increase on the expense ratio of each Fund; (7)
comparative data to comparable funds as to investment performance, investment
advisory fees, and expense ratios; and (8) the estimated profitability of
Pilgrim Investments under the Investment Management Agreements, especially in
light of increasing costs, and the effect on estimated profitability under the
increased investment advisory fee.
After reviewing and analyzing the materials provided by Pilgrim
Investments, the Board of Trustees of each Fund concluded that the compensation
to be paid to Pilgrim Investments under the proposed Amendment is fair and
reasonable. The Boards believe that approving the Amendment is in the best
interests of the Funds and their shareholders. Accordingly, after consideration
11
<PAGE>
of the above factors, and such other factors and information it considered
relevant, the Boards of Trustees unanimously approved the Amendment and voted to
recommend their approval by the Funds' shareholders.
If the Amendment is approved by each Fund's shareholders, the Investment
Management Agreements will continue from year to year, unless earlier
terminated, provided that such continuance is specifically approved (i) by each
Fund's Board of Trustees or by the vote of a majority of the outstanding voting
securities of each Fund, and, in either case, (ii) by a majority of each Fund's
Independent Trustees. In the event that shareholders of a Fund do not approve
the Amendment, Pilgrim Investments would continue to serve as adviser to that
Fund under the Investment Management Agreement, and the Trustees of the Fund may
consider other possible courses of action to accomplish the purposes for which
the Proposal has been made, subject, as required, to approval by the
shareholders of the Fund.
VOTE REQUIRED
Shareholders of each Fund must separately approve the applicable Amendment
with respect to that Fund. Approval of this Proposal No. 2 by a Fund requires a
"Majority Vote." For purposes of this requirement, a "Majority Vote" shall mean
a "majority of the outstanding voting securities" of the Fund as defined in the
1940 Act, as amended, I.E., (i) 67% or more of the shares of the Fund present at
the Meeting if more than 50% of the outstanding shares of the Fund are present
or represented by proxy, or (ii) more than 50% of the outstanding shares of the
Fund.
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2.
PROPOSAL NO. 3
APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS TO TAKE EFFECT
UPON COMPLETION OF THE PROPOSED ACQUISITION OF RELIASTAR
FINANCIAL CORP. BY ING GROEP N.V.
3a. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS IF PROPOSAL 2 IS
APPROVED BY SHAREHOLDERS
3b. APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS IF PROPOSAL 2 IS NOT
APPROVED BY SHAREHOLDERS
On April 30, 2000, ReliaStar Financial Corp. ("ReliaStar") entered into an
agreement (the "Transaction") to be acquired by ING Groep N.V. ("ING"). As a
result of this potential change in ownership, shareholders of the Funds are
being asked to approve new Investment Management Agreements (the "New
Agreements") between the Funds and Pilgrim Investments. APPROVAL OF THE NEW
AGREEMENTS IS SOUGHT SO THAT THE MANAGEMENT OF EACH FUND CAN CONTINUE
UNINTERRUPTED AFTER THE TRANSACTION, BECAUSE THE INVESTMENT MANAGEMENT
AGREEMENTS IN EFFECT AT THE TIME OF THE TRANSACTION (THE "CURRENT AGREEMENTS")
MAY TERMINATE AUTOMATICALLY AS A RESULT OF THE TRANSACTION.
Shareholders are being asked to vote on two versions of the Funds'
Investment Management Agreements because it is unknown whether Proposal 2 will
be approved by shareholders. In Proposal 3a, shareholders are asked to approve
Investment Management Agreements as amended by the Amendment proposed in
Proposal 2 of this Proxy Statement. In Proposal 3b, shareholders are asked to
approve Investment Management Agreements which do not include the Amendment
proposed in Proposal 2. IF THE SHAREHOLDERS OF A FUND APPROVE PROPOSAL 2, ONLY
PROPOSAL 3A WILL BE VOTED UPON AT THE MEETING. IF THE SHAREHOLDERS OF A FUND DO
NOT APPROVE PROPOSAL 2, ONLY PROPOSAL 3B WILL BE VOTED UPON AT THE MEETING.
The Board of Trustees of each Fund recommends that shareholders vote "FOR"
both Proposal 3a and 3b.
12
<PAGE>
GENERAL INFORMATION
ING is a global financial institution active in the fields of insurance,
banking, and asset management. Headquartered in Amsterdam, it conducts business
in more than 60 countries, and has almost 90,000 employees. ING seeks to provide
a full range of integrated financial services to private, corporate, and
institutional clients through a variety of distribution channels. As of December
31, 1999, ING had total assets of approximately $471.8 billion and assets under
management of approximately $330.3 billion. ING includes, among its numerous
direct and indirect subsidiaries, Baring Asset Management, Inc. in Boston,
Mass., ING Investment Management Advisors B.V. in the Hague, the Netherlands,
Furman Selz Capital Management LLC in New York, N.Y., ING Investment Management
LLC in Atlanta, Georgia, Baring International Investment Limited in London,
England and Baring Asset Management (Asia) Limited in Hong Kong. Completion of
the Transaction is contingent upon, among other things, approval by the Board of
Directors/Trustees of the Pilgrim Funds, and certain Pilgrim Fund shareholder
and regulatory approvals.
In the transaction, ING will issue to stockholders of ReliaStar $54.00 in
cash for each share of ReliaStar common stock held by them, subject to possible
adjustments. On April 30, 2000, the total number of shares of ReliaStar
outstanding was 89,502,477.
Pilgrim Investments is expected to remain intact after the Transaction.
Pilgrim Investments does not currently anticipate that there will be any changes
in the investment personnel primarily responsible for the management of the
Funds as a result of the Transaction. ING's principal executive offices are
located at Strawinskylaan 2631, 1077 ZZ Amsterdam, P.O. Box 810, 1000 AV
Amsterdam, the Netherlands.
The Transaction between ReliaStar and ING is scheduled to close in
September 2000. As a result of this transaction, ReliaStar will become a
wholly-owned subsidiary of ING America Insurance Holdings, Inc., a subsidiary of
ING. Pilgrim Investments will remain a wholly-owned subsidiary of ReliaStar. The
change in ownership of Pilgrim Investments resulting from this transaction may
be deemed under the 1940 Act to be an assignment of the Current Agreements (or,
if Proposal 2 has been approved by shareholders, an assignment of the Current
Agreements as amended by the Amendment considered in Proposal 2). The Current
Agreements provide for their automatic termination upon an assignment.
Accordingly, the New Agreements between Pilgrim Investments and the Funds are
proposed for approval by shareholders of each Fund.
Pilgrim Investments and representatives of ING have advised the Funds that
currently no change is expected in the investment advisory and other personnel
in connection with the Transaction and that it is currently anticipated the same
persons responsible for management of the Funds under the Current Agreements
will continue to be responsible under the New Agreements. Pilgrim Investments
does not anticipate that the Transaction will cause any reduction in the quality
of services now provided to the Funds or have any adverse effect on Pilgrim
Investments' ability to fulfill its obligations to the Funds.
The Current Agreements were last approved by each Fund's Board of Trustees,
including a majority of the Trustees who were not parties to the Current
Agreements or interested persons of such parties, at a Joint Meeting of the
Board of Trustees held on April 27, 2000. The shareholders for each Fund last
approved the Current Agreements with respect to those Funds on June 2, 1995.
At the June 13, 2000 meeting of the Board of Trustees, each New Agreement
was approved unanimously by the Board of Trustees, including all of the Trustees
who are not interested parties to the New Agreements or interested persons of
such parties.
If a New Agreement is approved by shareholders with respect to each Fund,
it will take effect immediately after the closing of the Transaction. The New
Agreement will remain in effect for two years from the date it takes effect,
and, unless earlier terminated, will continue from year to year thereafter,
provided that each such continuance is approved annually (i) by the applicable
Fund's Board of Trustees or by the vote of a majority of the outstanding voting
securities of the particular Fund, and, in either case, (ii) by a majority of
the Fund's Trustees who are not parties to the New Agreement or "interested
persons" of any such party (other than as Trustees of the Fund).
13
<PAGE>
If the shareholders of any Fund should fail to approve the New Agreement
pertaining to that Fund, the Transaction may not be consummated. If the
Transaction is not consummated, Pilgrim Investments will continue to serve as
adviser for all of the Funds under the Current Agreements.
THE TERMS OF THE NEW AGREEMENTS
PROPOSAL 3A. If Proposal 2 is approved, the terms of each New Agreement
would be the same in all respects as that of each Fund's Current Agreement, as
amended by the Amendment described in Proposal 2. As described in Proposal 2,
the advisory fee for Pilgrim SmallCap Opportunities Fund would be 1.00% of the
Fund's average daily net assets and the advisory fee for Pilgrim Growth
Opportunities Fund would be 0.95% of the Fund's average daily net assets. In all
other respects the New Agreements would be the same as the Current Agreements. A
form of each Fund's Current Agreement is attached as Appendix C, and the form of
the Amendment to the Investment Management Agreements is attached as Appendix A.
PROPOSAL 3B. If Proposal 2 is not approved, the terms of each Fund's New
Agreement would be the same in all respects as that of its respective Current
Agreement, except for the dates. A form of each Fund's Current Agreement is
attached as Appendix C.
IF THE SHAREHOLDERS OF A FUND APPROVE PROPOSAL 2, ONLY PROPOSAL 3A WILL BE
VOTED UPON AT THE MEETING. IF THE SHAREHOLDERS OF A FUND DO NOT APPROVE PROPOSAL
2, ONLY PROPOSAL 3B WILL BE VOTED UPON AT THE MEETING.
TERMS OF THE NEW AGREEMENTS UNDER BOTH PROPOSAL 3A AND 3B. Each New
Agreement would require Pilgrim Investments to provide, subject to the
supervision of the Board of Trustees, investment advice and investment services
to the Fund and to furnish advice and recommendations with respect to investment
of the Fund's assets and the purchase or sale of its portfolio securities.
Pilgrim Investments also would provide investment research and analysis.
Like the Current Agreements, each New Agreement would provide that Pilgrim
Investments is not subject to liability to the Fund for any act or omission in
the course of, or connected with, rendering services under the Agreement, except
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under the Agreement.
Each New Agreement could be terminated by a Fund without penalty upon not
more than sixty days' or less than thirty days' written notice by the Board of
Trustees, by a vote of the holders of a majority of the Fund's outstanding
shares voting as a single class, or by Pilgrim Investments. Each New Agreement
will terminate automatically in the event of its "assignment" (as defined in the
1940 Act).
INFORMATION ABOUT PILGRIM INVESTMENTS
Organized in December 1994, Pilgrim Investments is registered as an
investment adviser with the Securities and Exchange Commission. As of February
29, 2000, Pilgrim Investments managed over $16.6 billion in assets. Pilgrim
Investments is an indirect wholly-owned subsidiary of ReliaStar. On April 30,
2000, ReliaStar entered into an agreement to be acquired by ING Group N.V.
Through its subsidiaries, ReliaStar offers individuals and institutions life
insurance and annuities, employee benefits products and services, life and
health reinsurance, retirement plans, mutual funds, bank products, and personal
finance education.
Prior to April 30, 2000, Pilgrim Advisors, Inc. ("Pilgrim Advisors") served
as investment adviser to the Funds. On April 30, 2000, Pilgrim Advisors, also an
indirect wholly-owned subsidiary of ReliaStar, merged with Pilgrim Investments,
and Pilgrim Investments is the surviving corporation from that merger. Pilgrim's
principal address is 40 North Central Avenue, Suite 1200, Phoenix, Arizona
85004.
Appendix B to this proxy statement contains a list of registered investment
companies for which Pilgrim Investments acts as investment adviser with
investment objectives and policies similar to those of the Funds, a list of the
directors and principal executive officers of Pilgrim Investments, and
information regarding fees that have been paid by the Funds to Pilgrim
Investments and certain of its affiliates during each Fund's most recent fiscal
year.
14
<PAGE>
From time to time, Pilgrim Investments receives brokerage and research
services from brokers that execute securities transactions for certain of the
Funds. The commission paid by a Fund to a broker that provides such services to
Pilgrim Investments may be greater than the commission would be if the Fund used
a broker that does not provide the same level of brokerage and research
services. Additionally, Pilgrim Investments may use such services for clients
other than the specific Fund or Funds from which the related commissions are
derived.
EVALUATION BY THE BOARD OF TRUSTEES
In determining whether or not it was appropriate to approve the New
Agreements and to recommend approval to shareholders, the Board of Trustees,
including the Trustees who are not interested persons of Pilgrim Investments,
considered various materials and representations provided by Pilgrim Investments
and met with a representative of ING. The Independent Trustees were advised by
independent legal counsel with respect to these matters.
Information considered by the Trustees included, among other things, the
following: (1) Pilgrim Investments' representation that it is expected to remain
intact after the Transaction, and that the same persons currently responsible
for management of the Funds are expected to continue to manage the Funds after
the Transaction closes; (2) that the senior management personnel responsible for
the management of Pilgrim Investments are expected to continue to be responsible
for the management of Pilgrim Investments; (3) that the compensation to be
received by Pilgrim Investments under the New Agreements is the same as the
compensation paid under the Current Agreements (as amended by the Amendment
considered in Proposal 2, if applicable); (4) ING America Insurance Holdings,
Inc.'s representation that it will use reasonable best efforts to assure that an
"unfair burden" (as defined in the 1940 Act) is not imposed on the Funds as a
result of the Transaction; (5) the commonality of the terms and provisions of
the New Agreements and Current Agreements; (6) ING's financial strength and
commitment to the advisory business; and (7) Pilgrim Investments' representation
that it will keep any existing expense limitation agreements in effect until at
least October 31, 2001.
Further, the Board of Trustees reviewed its determinations reached at the
meetings of the Board of Trustees of the Funds on April 27, 2000 respecting the
Current Agreements and, with respect to the Current Agreements, (1) the nature
and quality of the services rendered by Pilgrim Investments under the
Agreements; (2) the fairness of the compensation payable to Pilgrim Investments
under the Agreements; (3) the results achieved by Pilgrim Investments for the
Funds; and (4) the personnel, operations and financial condition, and investment
management capabilities, methodologies, and performance of Pilgrim Investments.
The Board also considered the services provided by Pilgrim Group, Inc. as
administrator to the Funds and the fees received by Pilgrim Group, Inc. for such
services.
Based upon its review, the Board determined that, by approving the New
Agreements in Proposals 3a and 3b, the Funds can best be assured that services
from Pilgrim Investments will be provided without interruption. The Board also
determined that the New Agreements are in the best interests of each Fund and
its shareholders. Accordingly, after consideration of the above factors, and
such other factors and information it considered relevant, each Board of
Trustees unanimously approved the New Agreements and voted to recommend approval
of Proposals 3a and 3b by each Fund's shareholders.
The effectiveness of Proposal No. 3a or 3b is conditioned on the
consummation of the Transaction. Accordingly, in the event that the Transaction
is not consummated, Pilgrim Investments will continue to manage the Funds
pursuant to the Current Agreements. Furthermore, shareholder vote upon Proposals
3a and 3b is conditioned upon the result of the shareholder vote on Proposal 2
of this proxy statement. If Proposal 2 is approved by shareholders of a Fund,
only Proposal 3a (and not Proposal 3b) shall be voted upon at the meeting with
respect to that Fund. If Proposal 2 is not approved by shareholders of a Fund,
only Proposal 3b (and not Proposal 3a) shall be voted upon at the meeting with
respect to that Fund.
15
<PAGE>
VOTE REQUIRED
Shareholders of each Fund must separately approve the applicable New
Agreement with respect to that Fund. Approval of Proposals No. 3a and 3b by a
Fund requires an affirmative vote of the lesser of (i) 67% or more of the shares
of the Fund's shares present at the Meeting if more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the outstanding shares of the Fund.
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING A MAJORITY OF THE
INDEPENDENT TRUSTEES, RECOMMENDS THAT YOU VOTE "FOR"
PROPOSALS NO. 3A AND 3B.
PROPOSAL NO. 4
RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC AUDITORS
Shareholders are being asked to ratify the selection of the accounting firm
of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to act as the
independent auditors for the Funds for the fiscal year ending December 31, 2000.
At a meeting of the Board held on January 27, 2000, the Board of Trustees
of Pilgrim Growth Opportunities Fund and Pilgrim SmallCap Opportunities Fund,
including a majority of Trustees who are not "interested persons" as defined in
the 1940 Act, as well as the Trustees who were members of the Audit Committee,
selected PricewaterhouseCoopers to act as the independent auditors for the
fiscal year ending December 31, 2000.
PricewaterhouseCoopers has served as independent auditors for each Fund
with respect to its financial statements for the fiscal years ended December 31,
1995 through December 31, 1999.
PricewaterhouseCoopers has advised the Funds that it is an independent
auditing firm and has no direct financial or material indirect financial
interest in the Funds. PricewaterhouseCoopers reported to the Board in October
1999 that certain PricewaterhouseCoopers professionals had investments in
certain Pilgrim Funds during a period in which PricewaterhouseCoopers was
performing audit services for the funds and during a period of the firm's
engagement to conduct the audit, but that none of those professionals performed
services for the Pilgrim Funds. PricewaterhouseCoopers also informed the Board
that the circumstances that caused the violations no longer existed.
Representatives of PricewaterhouseCoopers are not expected to be at the Meeting
but have been given the opportunity to make a statement if they wish, and will
be available telephonically should any matter arise requiring their
participation.
VOTE REQUIRED
Shareholders of each Fund must separately ratify the independent auditors
for that Fund. For each Fund, the affirmative vote of a majority of the shares
of that Fund voted at the Meeting is required to approve this Proposal No. 4.
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 4.
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
Management of the Funds does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
16
<PAGE>
SECTION 15(F) OF THE INVESTMENT COMPANY ACT
ING America Insurance Holdings, Inc. and ReliaStar, the indirect parent
company of Pilgrim Investments, have agreed to use their reasonable best efforts
to assure compliance with the conditions of Section 15(f) of the Investment
Company Act of 1940. Section 15(f) provides a non-exclusive safe harbor for an
investment adviser or any affiliated persons thereof to receive any amount or
benefit in connection with a transaction that results in a change in control of
or identity of the investment adviser to an investment company as long as two
conditions are met. First, no "unfair burden" may be imposed on the investment
company as a result of the transaction relating to the change of control, or any
express or implied terms, conditions or understandings applicable thereto. As
defined in the Investment Company Act, the term "unfair burden" includes any
arrangement during the two-year period after the change in control whereby the
investment adviser (or predecessor or successor adviser), or any interested
person of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services), or from
any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the investment company (other than bona fide
ordinary compensation as principal underwriter of the investment company).
Second, during the three year period immediately following the change of
control, at least 75% of an investment company's board of trustees must not be
"interested persons" of the investment adviser or the predecessor investment
adviser within the meaning of the Investment Company Act.
VOTING RIGHTS
Each share of each class of a Fund is entitled to one vote. Shareholders of
each Fund at the close of business on June 26, 2000 (the "Record Date") will be
entitled to be present and to give voting instructions for the Funds at the
Meeting and any adjournments thereof with respect to their shares owned as of
the Record Date. As of the Record Date, the Funds had the following shares
outstanding:
FUND SHARES OUTSTANDING
---- ------------------
Pilgrim Growth Opportunities Fund 23,411,923.327
Pilgrim SmallCap Opportunities Fund 11,294,378.108
For each Fund, a majority of the outstanding shares of the Fund on the
Record Date, present in person or represented by proxy, must be present to
constitute a quorum.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve any or all of the Proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. A shareholder vote may be taken on one
or more of the Proposals in this proxy statement prior to any adjournment if
sufficient votes have been received with respect to a Proposal. Any adjournment
will require the affirmative vote of a majority of those shares represented at
the Meeting in person or by proxy. The persons named in the enclosed proxies
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of any Proposal that has not been adopted, will vote against any
adjournments those proxies required to be voted against any Proposal that has
not been adopted, and will not vote any proxies that direct them to abstain from
voting on such Proposals.
The Funds expect that, before the Meeting, broker-dealer firms holding
shares of the Funds in "street name" for their customers will request voting
instructions from their customers and beneficial owners. If these instructions
are not received by the date specified in the broker-dealer firms' proxy
solicitation materials, the Funds understand that the broker-dealers that are
members of the New York Stock Exchange may vote on the items to be considered at
the Meeting on behalf of their customers and beneficial owners under rules of
the New York Stock Exchange.
If a shareholder abstains from voting as to any matter, or if a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on a matter,
then the shares represented by such abstention or non-vote will be considered to
be present at the Meeting for purposes of determining the existence of a quorum.
However, abstentions and broker non-votes will be disregarded in determining the
"votes cast" on an issue. For this reason, with respect to matters requiring the
affirmative vote of a majority of the total shares outstanding, an abstention or
broker non-vote will have the effect of a vote against such matters.
17
<PAGE>
To the knowledge of the Funds, as of May 31, 2000, no current Trustee of
the Funds owned 1% or more of the outstanding shares of any Fund and the
officers and Trustees of the Funds own, as a group, less than 1% of the shares
of each Fund.
BENEFICIAL OWNERS
Appendix D to this proxy statement lists the persons that, to the knowledge
of the Funds, owned beneficially 5% or more of the outstanding shares of any
class of a Fund as of May 31, 2000.
EXPENSES
Pilgrim Investments or an affiliate, or ING, will pay 50% of the expenses
of the Funds in connection with this Notice and Proxy Statement and the Meeting,
including the printing, mailing, solicitation and vote tabulation expenses,
legal fees, and out of pocket expenses. The remaining 50% of the expenses will
be borne by the Funds.
ADVISER AND PRINCIPAL UNDERWRITER
Pilgrim Investments is located at 40 North Central Avenue, Suite 1200,
Phoenix, Arizona 85004, and serves as the investment adviser to each of the
Funds. Pilgrim Securities, Inc., whose address is 40 North Central Avenue, Suite
1200, Phoenix, Arizona 85004, is the Distributor for each of the Funds.
EXECUTIVE OFFICERS OF THE FUND
Officers of the Funds are elected by the Board and hold office until they
resign, are removed or are otherwise disqualified to serve. The principal
executive officers of each Fund, together with such person's position with the
Funds and principal occupation for the last five years, are listed on Appendix E
attached hereto.
SHAREHOLDER PROPOSALS
The Funds are not required to hold annual meetings of shareholders and
currently do not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act. A shareholder proposal to be
considered for inclusion in the proxy statement at any subsequent meeting of
shareholders must be submitted a reasonable time before the proxy statement for
that meeting is mailed. Whether a proposal is submitted in the proxy statement
will be determined in accordance with applicable federal and state laws.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
JAMES M. HENNESSY, Secretary
July 12, 2000
40 North Central Avenue
Suite 1200
Phoenix, Arizona 85004
(800) 992-0180
18
<PAGE>
APPENDIX A
FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS
The INVESTMENT MANAGEMENT AGREEMENT made the __ day of _________ by and
between PILGRIM [NAME OF FUND], a business trust organized and existing under
the laws of the Commonwealth of Massachusetts (hereinafter called the "Fund"),
and PILGRIM INVESTMENTS, INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Manager"), is hereby
amended as set forth in this Amendment to the Investment Management Agreement,
which is made as of the _____ day of ________, 2000.
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"); and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
supplying investment advice, investment management and administrative services,
as an independent contractor; and
WHEREAS, the Fund and the Manager wish to amend the Investment Management
Agreement as provided below.
NOW, THEREFORE, in consideration of the covenants and the mutual promises
in the Investment Management Agreement, the parties hereto, intending to be
legally bound hereby, mutually agree as follows:
1. Section 8 of the Investment Management Agreement is amended by replacing
the language thereof with the following paragraph:
8. For the services provided and expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as compensation a fee accrued
daily and paid monthly at the annual rate of [0.95% for Pilgrim Growth
Opportunities Fund] [1.00% for Pilgrim SmallCap Opportunities Fund] of the
Fund's aggregate daily net assets.
2. This Amendment shall become effective as of the date indicated above
provided that it has been approved by the shareholders of the Fund at a meeting
held for that purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested by their duly authorized officers, on the day and
year first above written.
PILGRIM [NAME OF FUND]
Attest: By:
------------------------------ -------------------------------------
Title: Title:
------------------------------ -------------------------------------
PILGRIM INVESTMENTS, INC.
Attest: By:
------------------------------ -------------------------------------
Title: Title:
------------------------------ -------------------------------------
A-1
<PAGE>
APPENDIX B
INFORMATION REGARDING PILGRIM INVESTMENTS, INC.
1. DIRECTOR AND PRINCIPAL EXECUTIVE OFFICERS OF PILGRIM INVESTMENTS, INC.
Set forth below is the name and principal occupation of the principal
executive officer and each director of Pilgrim Investments, Inc. The business
address of each such person is 40 North Central Avenue, Suite 1200, Phoenix,
Arizona 85004.
<TABLE>
<CAPTION>
POSITION WITH
NAME AND AGE PILGRIM INVESTMENTS PRINCIPAL OCCUPATION DURING THE LAST FIVE YEARS
------------ ------------------- -----------------------------------------------
<S> <C> <C>
Robert W. Stallings (51) Chairman of the Board Chairman, Chief Executive Officer and President of Pilgrim
of Directors Group, Inc. ("Pilgrim Group") (since December 1994); Chairman,
Pilgrim Investments, Inc. ("Pilgrim Investments") and Pilgrim
Securities, Inc. ("Pilgrim Securities") (since December 1994);
President and Chief Executive Officer of Pilgrim Funding, Inc.
(since November 1999); and President and Chief Executive
Officer of Pilgrim Capital Corporation (since October 1999) and
its predecessors (since August 1991). Mr. Stallings is also a
Director, Trustee, or a member of the Advisory Board of each of
the Pilgrim Funds.
James R. Reis (42) Director, Vice Director, Vice Chairman (since December 1994), Executive Vice
Chairman, Executive President (since April 1995), and Director of Structured Finance
Vice President and (since April 1998), Pilgrim Group and Pilgrim Investments;
Director of Senior Director (since December 1994) and Vice Chairman (since November
Lending and Structured 1995), Pilgrim Securities; Executive Vice President, Assistant
Finance Secretary and Chief Credit Officer of Pilgrim Prime Rate Trust;
Executive Vice President and Assistant Secretary of each of the
other Pilgrim Funds. Presently serves or has served as an
officer or director of other affiliates of Pilgrim Capital
Corporation.
President and Chief President and Chief Executive Officer (since August 1996),
Stanley D. Vyner (49) Executive Officer Pilgrim Investments; Executive Vice President of most of the
Pilgrim Funds (since July 1996). Formerly Chief Executive
Officer (November 1993 - December 1995), HSBC Asset Management
Americas, Inc.
</TABLE>
2. INFORMATION REGARDING OTHER INVESTMENT COMPANIES ADVISED BY PILGRIM
INVESTMENTS.
The annual advisory fees for other registered investment companies for
which Pilgrim Investments, Inc. serves as investment adviser with investment
objectives and policies similar to those of the Funds and each corresponding
Expense Limit, expressed as a percentage of the average daily net assets, are as
follows:
B-1
<PAGE>
<TABLE>
<CAPTION>
FUND ANNUAL INVESTMENT ADVISORY FEE EXPENSE LIMIT
---- ------------------------------ -------------
<S> <C> <C>
Pilgrim LargeCap Growth Fund 0.75% of the first $500 million of the Class A -- 1.60%
Fund's average net assets, 0.675% of the Class B -- 2.25%
next $500 million of average net assets, Class C -- 2.25%
and 0.65% of the average net assets in Class M -- N/A
excess of $1 billion Class Q -- 1.25%
Class T -- N/A
Pilgrim MidCap Growth Fund 0.75% of the first $500 million of the Class A -- 1.60%
Fund's average net assets, 0.675% of the Class B -- 2.25%
next $500 million of average net assets, Class C -- 2.25%
and 0.65% of the average net assets in Class M -- N/A
excess of $1 billion Class Q -- 1.25%
Class T -- N/A
Pilgrim SmallCap Growth Fund 1.00% of the Fund's average net assets Class A -- 1.95%
Class B -- 2.60%
Class C -- 2.60%
Class M -- N/A
Class Q -- 1.50%
Class T -- N/A
Pilgrim VP Growth 0.75% of the Fund's average net assets Voluntary expense
Opportunities Portfolio cap of 0.90%
Pilgrim VP SmallCap 0.75% of the first $250,000,000 of Voluntary expense
Opportunities Portfolio aggregate average daily net assets; cap of 0.90%
0.70% on the next $250,000,000 of such
assets; 0.65% on the next $250,000,000
of such assets; 0.60% on the next
$250,000,000 of such assets; and 0.55%
in excess of $1 billion of such assets
</TABLE>
3. FEES PAID TO PILGRIM INVESTMENTS AND AFFILIATES.
FEES PAID TO PILGRIM INVESTMENTS
The aggregate amount of the advisory fee paid by the each of the following
Funds to Pilgrim Investments for the fiscal year ended December 31, 1999 was:
Growth Opportunities Fund -- $1,865,457; and Pilgrim SmallCap Opportunities Fund
-- $1,915,854.
FEES PAID TO PILGRIM GROUP, INC.
For the fiscal year ended December 31, 1999, the Funds paid shareholder
servicing fees in the following amounts to Pilgrim Group, Inc., which is an
affiliate of Pilgrim Investments: Growth Opportunities Fund -- $248,728; and
SmallCap Opportunities Fund -- $255,447.
FEES PAID TO PILGRIM SECURITIES, INC.
For the fiscal year ended December 31, 1999, the Funds paid the following
service and distribution fees to Pilgrim Securities, Inc., which is an affiliate
of Pilgrim Investments: Growth Opportunities Fund -- $1,066,304; and SmallCap
Opportunities Fund -- $2,158,255.
B-2
<PAGE>
APPENDIX C
FORM OF INVESTMENT MANAGEMENT AGREEMENT
PILGRIM GROWTH OPPORTUNITIES FUND AND
PILGRIM SMALLCAP OPPORTUNITIES FUND
AGREEMENT made this ___ day of , by and between PILGRIM [NAME OF FUND], a
Massachusetts business trust, (the "Fund") and PILGRIM INVESTMENTS, INC., a
Delaware business corporation (the "Manager").
The Fund is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
The Fund desires to retain the Manager to render investment advisory
services to the Fund, and the Manager is willing to render such investment
advisory on the terms set forth below.
The parties agree as follows:
1. The Fund hereby appoints the Manager to act as investment adviser to the
Fund for the period and on the terms set forth in this Agreement. The Manager
accepts such appointment and agrees to render the services described, for the
compensation provided, in this Agreement.
2. Subject to the supervision of the Trustees, the Manager shall manage the
investment operations of the Fund and the composition of the Fund's portfolio,
including the purchase and retention and disposition of portfolio securities, in
accordance with the Fund's investment objectives, policies and restrictions as
stated in the Fund's Prospectus and Statement of Additional Information (as
defined below) subject to the following understandings:
(a) The Manager shall provide supervision of the Fund's investments
and determine from time to time what investments will be made, held or disposed
of or what securities will be purchased and retained, sold or loaned by the
Fund, and what portion of the assets will be invested or held uninvested as
cash.
(b) The Manager shall use its best judgment in the performance of its
duties under this Agreement.
(c) The Manager, in the performance of its duties and obligations
under this Agreement, shall (i) act in conformity with the Declaration of Trust,
By-Laws, Prospectus and Statement of Additional Information of the Fund, with
the instructions and directions of the Trustees and (ii) conform to and comply
with the requirements of the Investment Company Act and all other applicable
federal and state laws and regulations.
(d) (i) The Manager shall determine the securities to be purchased or
sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers to carry out the policy with respect to
brokerage as set forth in the Fund's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time. In providing the
Fund with investment supervision, the Manager will give primary consideration to
securing the most favorable price and efficient execution. The Manager may also
consider the financial responsibility, research and investment information and
other services and research related products provided by brokers or dealers who
may effect or be a party to any such transactions or other transactions to which
other clients of the Manager may be a party. The Fund recognizes that the
services and research related products provided by such brokers may be useful to
the Manager in connection with its services to other clients.
(ii) When the Manager deems the purchase or sale of a security to
be in the best interest of the Fund as well as other clients, the Manager, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased in order to obtain the most favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transactions, will be made by the Manager in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.
C-1
<PAGE>
(e) The Manager shall maintain, or cause to be maintained, all books
and records required under the Investment Company Act to the extent not
maintained by the custodian of the Fund. The Manager shall render to the
Trustees such periodic and special reports as the Trustees may reasonably
request.
(f) The Manager shall provide the Fund's custodian on each business
day information relating to all transactions concerning the Fund's assets.
(g) The investment management services of the Manager to the Fund
under this Agreement are not to be deemed exclusive, and the Manager shall be
free to render similar services to others.
3. The Fund has delivered to the Manager copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Declaration of Trust, as amended, as filed with the Secretary of
the Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as further amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Trustees authorizing the appointment
of the Manager and approving this Agreement on behalf of the Fund;
(d) Registration Statement on Form N-lA under the Investment Company
Act and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "Commission"), relating to the Fund and shares of beneficial interest of
the Fund and all amendments thereto.
(e) Notification of Registration of the Fund under the Investment
Company Act on Form N-8A as filed with the Commission and all amendments
thereto;
(f) Prospectus and Statement of Additional Information included in the
Registration Statement, as amended from time to time. All references to this
Agreement, the Prospectus and the Statement of Additional Information shall be
to such documents as most recently amended or supplemented and in effect.
4. The Manager shall authorize and permit any of its directors, officers
and employees who may be elected as Trustees or officers of the Fund to serve in
the capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through such directors, officers
or employees of the Manager.
5. The Manager agrees that all records which it maintains for the Fund are
property of the Fund. The Manager will surrender promptly to the Fund any such
records upon the Fund's request. The Manager further agrees to preserve such
records for the periods prescribed in Rule 3la-2 of the Commission under the
Investment Company Act.
6. In connection with the services rendered by the Manager under this
Agreement, the Manager will pay all of the following expenses:
(a) the salaries and expenses of all personnel of the Fund and the
Manager required to perform the services to be provided pursuant to this
Agreement, except the fees of the Trustees who are not affiliated persons of the
Manager, and
(b) all expenses incurred by the Manager or the Fund in connection the
performance of the Manager's responsibilities hereunder, other than brokers'
commissions and any issue or transfer taxes chargeable to the Fund in connection
with its securities transactions.
7. In the event the expenses of the Fund for any fiscal year (including the
fees payable to the Manager but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) exceed the lowest applicable annual expense limitation established
C-2
<PAGE>
pursuant to the statutes or regulations of any jurisdictions in which shares of
the Fund are then qualified for offer and sale, the compensation due the Manager
will be reduced by the amount of such excess, or, if such reduction exceeds the
compensation payable to the Manager, the Manager will pay the Fund, whose
expenses exceed such expense limitation, the amount of such reduction which
exceeds the amount of such compensation.
8. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as compensation a fee accrued daily
and paid monthly at the annual rate of 0.75% of the Fund's aggregate average
daily net assets.
9. The Manager may rely on information reasonably believed by it to be
accurate and reliable. Neither the Manager nor its officers, directors,
employees or agents or controlling persons shall be liable for any error or
judgment or mistake of law, or for any loss suffered by the Fund in connection
with or arising out of the matters to which this Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Manager in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
10. This Agreement shall continue in effect for a period of two years from
the date hereof and shall continue automatically for successive annual periods,
provided that such continuance is specifically approved at least annually by the
affirmative vote of (i) a majority of the Trustees of the Fund, who are not
interested persons of the Fund, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of the Trustees of the
Fund or the holders of a majority of the outstanding voting securities of the
Fund; provided however, that this Agreement may be terminated by the Fund, at
any time, without the payment of any penalty, by the majority of the Trustees
acting on behalf of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of the Fund, or by the
Manager at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other party.
11. This agreement shall terminate automatically in the event of its
assignment; the term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the Investment Company Act of 1940.
12. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a Trustee, officer
or employee of the Fund to engage in any other business or to devote his time
and attention in part to the management or other aspect of any business, whether
of a similar or dissimilar nature, nor limit or restrict the right of the
Manager to engage in any other business or to render services of any kind to any
other person or entity.
13. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the Manager,
prior to use thereof and not to use such material if the Manager reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt. In the event of termination of the Agreement,
the Fund will continue to furnish to the Manager such other information relating
to the business affairs of the Fund as the Manager at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
14. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the holders of
the majority of the outstanding voting securities of the Fund and (ii) a
majority of the members of the Trustees who are not interested persons of the
Fund or the Manager, cast in person at a meeting called for the purpose of
voting on such approval.
15. The Manager and the Fund each agree that the name "Pilgrim" is
proprietary to, and a property right of, the Manager. The Fund agrees and
consents that (i) it will only use the name "Pilgrim" as part of its name and
for no other purpose, (ii) it will not purport to grant any third party the
right to use the name "Pilgrim" and (iii) upon the termination of this
Agreement, the Fund shall, upon the request of the Manager, cease to use the
name "Pilgrim", and shall use its best efforts to cause its officers, Trustees
and shareholders to take any and all actions which the Manager may request to
effect the foregoing.
C-3
<PAGE>
16. Any notice or other communications required to be given pursuant to
this Agreement shall be deemed to be given if delivered or mailed by registered
mail, postage paid, (1) to the Manager at 40 N. Central Avenue, Suite 1200,
Phoenix, Arizona 85004, Attention: Secretary; or (2) to the Fund, 40 N. Central
Avenue, Suite 1200, Phoenix, Arizona 85004, Attention: Secretary.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona. The terms "interested person", "assignment",
and "vote of the majority of the outstanding securities" shall have the meaning
set forth in the Investment Company Act.
18. The Declaration of Trust, establishing the Trust, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Pilgrim [NAME OF FUND]" refers to the Trustees under the Declaration
collectively as trustees, but not individually or personally; and no Trustee,
shareholder, officer, employee or agent of the Fund may be held to any personal
liability, nor may resort be had to their private property for the satisfaction
of any obligation or claim or otherwise in connection with the affairs of the
Fund, but the Fund property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
PILGRIM [NAME OF FUND]
By:
-------------------------------------
PILGRIM INVESTMENTS, INC.
By:
-------------------------------------
C-4
<PAGE>
APPENDIX D
As of May 31, 2000, to the knowledge of management, no person owned
beneficially or of record more than 5% of the outstanding shares of any class of
shares of the Funds, except as follows:
<TABLE>
<CAPTION>
CLASS AND
TYPE OF PERCENTAGE PERCENTAGE
FUND ADDRESS OWNERSHIP OF CLASS OF FUND
---- ------- --------- -------- -------
<S> <C> <C> <C> <C>
Pilgrim Growth Merrill Lynch Pierce Fenner & Smith Class A 13.55% 3.82%
Opportunities Fund For the Sole Benefit of its Customers Record Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Pilgrim Growth Northern Trust Co Ttee FBO Class A 5.15% 1.45%
Opportunities Fund Reliastar Success Sharing Plan & ESOP Record Holder
22-47317
PO Box 92956
Chicago, IL 60675-2956
Pilgrim Growth Merrill Lynch Pierce Fenner & Smith Class B 32.52% 9.68%
Opportunities Fund For the Sole Benefit of its Customers Record Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Pilgrim Growth Merrill Lynch Pierce Fenner & Smith Class C 34.93% 5.01%
Opportunities Fund For the Sole Benefit of its Customers Record Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Pilgrim Growth Reliastar Pension Account Class I 81.78% 14.62%
Opportunities Fund C/o Reliastar Pension Committee Record Holder
20 Washington Avenue South
Minneapolis, MN 55401-1900
Pilgrim Growth Norwest Bank Minnesota NA Class I 18.17% 3.25%
Opportunities Fund FBO Reliastar Pension Plan Record Holder
A/C# 13132700
PO Box 1533
Minneapolis, MN 55480-1533
Pilgrim SmallCap Merrill Lynch Pierce Fenner & Smith Class A 18.13% 4.95%
Opportunities Fund For the Sole Benefit of its Customers Share Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Pilgrim SmallCap Merrill Lynch Pierce Fenner & Smith Class B 27.19% 13.16%
Opportunities Fund For the Sole Benefit of its Customers Share Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Pilgrim SmallCap Merrill Lynch Pierce Fenner & Smith Class C 40.38% 7.96%
Opportunities Fund For the Sole Benefit of its Customers Share Holder
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
</TABLE>
D-1
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
TYPE OF PERCENTAGE PERCENTAGE
FUND ADDRESS OWNERSHIP OF CLASS OF FUND
---- ------- --------- -------- -------
<S> <C> <C> <C> <C>
Pilgrim SmallCap Northstar Investment Management Corp Class I 87.52% .00%
Opportunities Fund Attn: Agnes Mullady Share Holder
300 First Stamford Place
Stamford, CT 06902-6765
Pilgrim SmallCap Northern Trust Co Ttee FBO Class Q 100.00% 0.15%
Opportunities Fund Reliastar Success Sharing Plan & ESOP Share Holder
22-47317
PO Box 92956
Chicago, IL 60675-2956
</TABLE>
D-2
<PAGE>
APPENDIX E
OFFICERS OF THE FUNDS
The following persons currently are principal executive officers of each of
the Funds (unless otherwise noted, the mailing address of the officers is 40
North Central Avenue, Suite 1200, Phoenix, Arizona 85004):
Robert W. Stallings, President and Chief Executive Officer. (Age 51)
Chairman, Chief Executive Officer and President of Pilgrim Group, Inc.
("Pilgrim Group") (since December 1994); Chairman, Pilgrim Investments,
Inc. ("Pilgrim Investments") and Pilgrim Securities, Inc. ("Pilgrim
Securities") (since December 1994); President and Chief Executive Officer
of Pilgrim Funding, Inc. (since November 1999); and President and Chief
Executive Officer of Pilgrim Capital Corporation (since October 1999) and
its predecessors (since August 1991). Mr. Stallings is also a Director,
Trustee, or a member of the Advisory Board of each of the Pilgrim Funds.
James R. Reis, Executive Vice President and Assistant Secretary. (Age 42)
Director, Vice Chairman (since December 1994), Executive Vice President
(since April 1995), and Director of Structured Finance (since April 1998),
Pilgrim Group and Pilgrim Investments; Director (since December 1994) and
Vice Chairman (since November 1995), Pilgrim Securities; Executive Vice
President, Assistant Secretary and Chief Credit Officer of Pilgrim Prime
Rate Trust; Executive Vice President and Assistant Secretary of each of the
Pilgrim Funds. Presently serves or has served as an officer or director of
other affiliates of Pilgrim Capital Corporation.
Stanley D. Vyner, Executive Vice President. (Age 49) President and Chief
Executive Officer (since August 1996), Pilgrim Investments; Executive Vice
President of most of the other Pilgrim Funds (since July 1996). Formerly
Chief Executive Officer (November 1993 - December 1995) HSBC Asset
Management Americas, Inc.
James M. Hennessy, Executive Vice President and Secretary. (Age 51)
Executive Vice President and Secretary (since October 1999), Pilgrim
Capital Corporation and its predecessors (since April 1998). Executive Vice
President (since April 1998) and Secretary (since April 1995), Pilgrim
Group, Pilgrim Securities and Pilgrim Investments; Executive Vice President
and Secretary of each of the Pilgrim Funds. Formerly Senior Vice President,
Pilgrim Capital Corporation and its affiliates (April 1995-April 1998).
Presently serves or has served as an officer or director of other
affiliates of Pilgrim Capital Corporation.
Michael J. Roland, Senior Vice President and Principal Financial Officer.
(Age 42) Senior Vice President and Chief Financial Officer, Pilgrim Group,
Pilgrim Investments and Pilgrim Securities (since June 1998); Senior Vice
President and Principal Financial Officer of each of the Pilgrim Funds. He
served in same capacity from January 1995 - April 1997. Formerly, Chief
Financial Officer of Endeavor Group (April 1997 to June 1998).
Robert S. Naka, Senior Vice President and Assistant Secretary. (Age 37)
Senior Vice President, Pilgrim Investments (since November 1999) and
Pilgrim Group, Inc. (since August 1999). Senior Vice President and
Assistant Secretary of each of the Pilgrim Funds. Formerly Vice President,
Pilgrim Investments (April 1997 - October 1999), Pilgrim Group, Inc.
(February 1997 - August 1999). Formerly Assistant Vice President, Pilgrim
Group, Inc. (August 1995 - February 1997).
Robyn L. Ichilov, Vice President and Treasurer. (Age 32) Vice President,
Pilgrim Investments (since August 1997), Accounting Manager (since November
1995). Vice President and Treasurer of most of the Pilgrim Funds.
Mary Lisanti, Executive Vice President and Portfolio Manager . (Age 43)
Executive Vice President and Chief Investment Adviser-Equities, Pilgrim
Investments (since November 1999). Formerly Executive Vice President and
Chief Investment Officer - Equities, Northstar Investment Management
Corporation (June 1998 - October 1999).
E-1
<PAGE>
PILGRIM GROWTH OPPORTUNITIES FUND
PILGRIM SMALLCAP OPPORTUNITIES FUND
The undersigned hereby instructs Robert W. Stallings or James M. Hennessy
(Proxies) to vote the shares held by him at the Special Meeting of Shareholders
of the Pilgrim Growth Opportunities Fund and Pilgrim SmallCap Opportunities Fund
(collectively, the "Funds") to be held at 8:30 a.m., local time, on August 25,
2000 at 40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004 and at any
adjournment thereof, in the manner directed below with respect to the matters
referred to in the Proxy Statement for the Meeting, receipt of which is hereby
acknowledged, and in the Proxies' discretion, upon such other matters as may
properly come before the meeting or any adjournment thereof.
Please vote, sign and date this voting instruction and return it in the enclosed
envelope.
These voting instructions will be voted as specified. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE STRONGLY
URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR BALLOT AS SOON AS POSSIBLE. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
Please indicate your vote by an "X" in the appropriate box below.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
1. To elect eleven Trustees. For All Withhold All For All Except
[ ] [ ] [ ]
Nominees: Al Burton Walter H. May Robert W. Stallings
Paul S. Doherty Jock Patton John G. Turner
Robert B. Goode David W. C. Putnam David W. Wallace
Alan L. Gosule John R. Smith
TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR ALL EXCEPT" AND WRITE THE
NOMINEE'S NUMBER ON THE LINE BELOW.
-----------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. To approve an Amendment to the Investment Management For Against Abstain
Agreement between your Fund and Pilgrim Investments, Inc. [ ] [ ] [ ]
("Pilgrim Investments").
3a. To approve a new Investment Management Agreement between For Against Abstain
your Fund and Pilgrim Investments, assuming Proposal 2 has [ ] [ ] [ ]
been approved by shareholders.
3b. To approve a new Investment Management Agreement between For Against Abstain
your Fund and Pilgrim Investments, assuming Proposal 2 has [ ] [ ] [ ]
not been approved by shareholders.
4. To ratify the appointment of PricewaterhouseCoopers LLP as For Against Abstain
independent auditors for your Fund for the fiscal year [ ] [ ] [ ]
ending December 31, 2000.
5. To transact such other business as may properly come before For Against Abstain
the Meeting of Shareholders or any adjournments thereof [ ] [ ] [ ]
</TABLE>
<PAGE>
This proxy must be signed exactly as your name(s) appears hereon. If as an
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add titles as such. Joint owners must each sign.
------------------------------- -------------------
Signature Date
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Signature (if held jointly) Date