SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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 PRIME RATE TRUST
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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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PILGRIM PRIME RATE TRUST
40 NORTH CENTRAL AVENUE, SUITE 1200
PHOENIX, ARIZONA 85004
(800) 992-0180
May 24, 1999
Dear Shareholder:
We are pleased to enclose the Notice and Proxy Statement for the Annual Meeting
of Shareholders of Pilgrim Prime Rate Trust (the "Trust") to be held at 10:00
a.m., local time, on June 29, 1999 at the offices of the Trust. Formal notice of
the Meeting appears on the next page, followed by the Proxy Statement. Please
take the time to read the Proxy Statement and cast your vote, since it covers
matters that are important to the Trust and to you as a shareholder.
At the Meeting, you will be asked to consider and vote on the following matters:
* To elect six trustees to serve until their successors are elected and
qualified.
* To ratify the appointment of KPMG LLP as independent auditors for the Trust
for the fiscal year ending February 29, 2000.
* To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournments thereof.
The Trustees of the Trust have concluded that the proposals are in the best
interests of the Trust and its shareholders and recommend that you vote FOR each
of the proposals, which are described in more detail in the enclosed Proxy
Statement.
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
Chairman of the Board
<PAGE>
PILGRIM PRIME RATE TRUST
40 NORTH CENTRAL AVENUE, SUITE 1200
PHOENIX, ARIZONA 85004
(800) 992-0180
Notice of Annual Meeting of Shareholders of
Pilgrim Prime Rate Trust
to be Held on June 29, 1999
To the Shareholders:
An Annual Meeting of Shareholders of the Pilgrim Prime Rate Trust (the "Trust")
will be held on June 29, 1999 at 10:00 a.m., local time, at the offices of the
Trust, 40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004 for the
following purposes:
* To elect six trustees to serve until their successors are elected and
qualified.
* To ratify the appointment of KPMG LLP as independent auditors for the Trust
for the fiscal year ending February 29, 2000.
* To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournments thereof.
Shareholders of record at the close of business on May 17, 1999 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
May 24, 1999
<PAGE>
PILGRIM PRIME RATE TRUST
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF PILGRIM PRIME RATE TRUST
TO BE HELD ON JUNE 29, 1999
This Proxy Statement is being furnished by the Board of Trustees of Pilgrim
Prime Rate Trust (the "Trust") in connection with the Trust's solicitation of
votes regarding matters to be addressed at the Annual Meeting of Shareholders of
the Trust to be held Tuesday, June 29, 1999 at 10:00 a.m., local time, at the
offices of the Trust, 40 North Central Avenue, Suite 1200, Phoenix, Arizona
85004 for the purposes set forth below and in the accompanying Notice of Annual
Meeting. At the Meeting, the shareholders of the Trust will be asked:
* To elect six trustees to serve until their successors are elected and
qualified (Proposal 1);
* To ratify the appointment of KPMG LLP as independent auditors for the Trust
for the fiscal year ending February 29, 2000 (Proposal 2);
* To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournments thereof.
VOTING RIGHTS
Each share of beneficial interest of the Trust is entitled to one vote.
Shareholders of the Trust at the close of business on May 17, 1999 (the "Record
Date") will be entitled to be present and give voting instructions for the Trust
at the Meeting with respect to their shares owned as of the Record Date. As of
May 17, 1999, there were 130,497,565.348 shares outstanding and entitled to vote
as of such Record Date, and the Trust had total net assets of $1,184,962,019.22.
A majority of the outstanding shares of the Trust on the Record Date,
represented in person or by proxy, must be present to constitute a quorum for
the transaction of the Trust's business at the Meeting. A plurality of the votes
cast at the Meeting is required for the election of the Trustee nominees
(Proposal 1). A majority of the votes cast at the Meeting is required for the
ratification of independent auditors (Proposal 2).
EXPENSES
The Trust will pay the expenses incurred by it 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.
For information on the proxy solicitation process and adjournments of the
Meeting please see "GENERAL INFORMATION" below.
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PROPOSAL NO. 1
ELECTION OF SIX TRUSTEES TO SERVE UNTIL THEIR SUCCESSORS ARE
ELECTED AND QUALIFIED
At the Meeting, six Trustees will be elected to serve as Trustees, each to
serve until his or her successor is duly elected and qualified. All of the
nominees are currently Trustees, except for Walter E. Auch, and were last
elected to the Board of Trustees at an Annual Meeting of Shareholders held on
August 6, 1998. Mr. Auch was elected as a Trustee by the remaining members of
the Board of Trustees on May 24, 1999. Each nominee has consented to serve as a
Trustee if elected; however, should any nominee become unavailable to accept
election, an event not now anticipated, the persons named in the proxy will vote
in their discretion for another person or persons who may be nominated as
Trustee.
The following table sets forth the name of each nominee and certain
additional information.
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NOMINEE PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS A BOARD MEMBER
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<S> <C> <C>
Mary A. Baldwin, Ph.D. Trustee; Realtor, Coldwell Banker Success Realty 1995
Age 59 (formerly, The Prudential Arizona Realty) for
more than the last five years; Vice President,
United States Olympic Committee (since
November); formerly Treasurer, United States
Olympic Committee (November 1992-November 1996);
Director or Trustee of each of the funds managed
by the Investment Manager.
John P. Burke Trustee; Commissioner of Banking, State of 1997
Age 68 Connecticut (since January 1995); formerly
President of Bristol Savings Bank (August 1992-
January 1995); formerly President of Security
Savings and Loan (November 1989-August 1992);
Director or Trustee of each of the funds managed
by the Investment Manager.
Al Burton Trustee; President of Al Burton Productions for 1986
Age 71 more than the last five years; formerly Vice
President, First Run Syndication, Castle Rock
Entertainment (July 1992 - November 1994);
Director or Trustee of each of the funds managed
by the Investment Manager.
Jock Patton Trustee; Private Investor; Director of Hypercom 1995
Age 52 Corporation (since January 1999); Director of
Stuart Entertainment, Inc. (since January 1999);
Director of JDA Software Group, Inc. (since
January 1999); Formerly Director of Artisoft,
Inc. (August 1994 - July 1998); President and
Co-owner, StockVal, Inc. (April 1993-June 1997);
Partner and Director, Streich, Lang, P.A. (1972-
1993); Director or Trustee of each of the funds
managed by the Investment Manager.
</TABLE>
2
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<TABLE>
<CAPTION>
<S> <C> <C>
Walter E. Auch Trustee; Director of Legend Properties, Inc. 1999
Age 76 (since 1984); Arizona Heart Institute (since
1983); Banyan Strategic Realty Trust (since
1987); Fort Dearborn Fund (since 1987); Semele
Group (since 1987); Brinson Funds (since 1994),
registered investment companies; Pimco Advisors
L.P., an investment manager (since 1994); and
Advisors Series Trust (since 1997). Trustee of
Salomon Smith Barney Trak Funds (since 1994);
Salomon Smith Barney Concert Series (since
1994); and Hillsdale College (since 1996).
Formerly Chairman and Chief Executive Officer,
Chicago Board Options Exchange (1979 to 1986);
Senior Executive Vice President, Director and
Member of the Executive Committee, PaineWebber,
Inc. (until 1979); Trustee, Nicholas-Applegate
Institutional Fund (1992 - 1999) and Nicholas-
Applegate Mutual Funds (since 1992 - 1999).
Robert W. Stallings** Chairman, Chief Executive Officer and Trustee 1995
Age 50 (since April 1995); Chairman, Chief Executive
Officer and President, Pilgrim Group, Inc.(since
December 1994); Chairman, Pilgrim Investments,
Inc. (since December 1994); Director, Pilgrim
Securities, Inc. (since December 1994); Chairman,
Chief Executive Officer and President of each of
the other Pilgrim Funds (since April 1995);
Chairman and Chief Executive Officer, Pilgrim
America Capital Corporation (formerly, Express
America Holdings Corporation)(since August 1990);
Director and officer of other affiliates of
Pilgrim America Capital Corporation.
</TABLE>
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** As an officer of Pilgrim Investments, Inc., the Trust's Investment Manager,
Mr. Stallings is an "interested person" of the Trust as defined in the 1940
Act.
During the Trust's fiscal year ended February 28, 1999, the Board held five
meetings. Each Trustee, except for Walter E. Auch, who commenced service as a
Trustee on May 24, 1999, attended 100% of such meetings during the period in
which such Trustee served as a Trustee.
COMMITTEES
The Board has an Audit Committee whose function is to meet with the
independent accountants of the Trust in order to review the scope of the Trust's
audit, the Trust's financial statements and interim accounting controls; and to
meet with Trust management concerning these matters, among other things. This
Committee currently consists of all of the independent trustees (Mary A.
Baldwin, John P. Burke, Al Burton, Jock Patton, and Walter E. Auch). During the
fiscal year ended February 28, 1999, the Audit Committee met four times. Each
member of the Committee, except for Walter E. Auch, who commenced service as a
Trustee on May 24, 1999, attended 100% of such meetings during the period in
which he or she was a member of the Committee.
3
<PAGE>
The Board has a Nominating Committee for the Trust for the purpose of
considering candidates to fill Independent Trustee vacancies on the Board. The
Nominating Committee currently consists of Mary A. Baldwin, John P. Burke and Al
Burton. The Trust currently does not have a policy regarding whether the
Nominating Committee will consider nominees recommended by shareholders of the
Trust. The Nominating Committee did not meet during the fiscal year ended
February 28, 1999.
REMUNERATION OF BOARD MEMBERS AND OFFICERS
The Trust pays each "disinterested" Trustee, in addition to out-of-pocket
expenses, the Trust's pro rata share, based on all of the investment companies
in the Pilgrim Funds, of: (i) an annual retainer of $25,000; (ii) $2,500 per
quarterly and special Board meeting; (iii) $500 per committee meeting; (iv) $500
per special telephonic meeting; and (v) out-of-pocket expenses. The pro rata
share paid by the Trust is based upon the Trust's average net assets for the
previous quarter as a percentage of the average net assets of all of the funds
managed by the Investment Manager for which the Board Members serve in common as
directors/trustees.
COMPENSATION TABLE
FISCAL YEAR ENDED FEBRUARY 28, 1999
AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION TRUST AND FUND
NAME OF PERSON, POSITION FROM TRUST FAMILY TO TRUSTEES(1)
------------------------ ---------- ---------------------
Mary A. Baldwin, Trustee(2)(3).......... $ 15,116 $33,000 (5 boards)
John P. Burke, Trustee(2)(3)............ $ 15,116 $33,000 (5 boards)
Al Burton, Trustee(2)(3)................ $ 15,116 $33,000 (5 boards)
Bruce S. Foerster, Trustee(2)(4)........ $ 5,718 $15,000 (5 boards)
Jock Patton, Trustee(2)................. $ 15,116 $33,000 (5 boards)
Robert W. Stallings, Trustee(5)......... $ 0 $ 0 (5 boards)
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(1) During the fiscal year ended February 28, 1999, the "Fund Family" consisted
of the following Pilgrim Funds: Pilgrim Advisory Funds, Inc., which
consists of Pilgrim Asia-Pacific Equity Fund, Pilgrim MidCap Value Fund,
and Pilgrim LargeCap Leaders Fund; Pilgrim Investment Funds, Inc., which
consists of Pilgrim MagnaCap Fund and Pilgrim High Yield Fund; Pilgrim
Government Securities Income Fund, Inc.; Pilgrim Bank and Thrift Fund,
Inc.; and Pilgrim Prime Rate Trust.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
(4) Mr. Foerester resigned as a Trustee as of September 30, 1998.
(5) "Interested person," as defined in the Investment Company Act of 1940, as
amended, because of affiliation with the Investment Manager.
VOTE REQUIRED
The affirmative vote of the holders of a plurality of the Shares of the Trust
represented at the Meeting, assuming a quorum is present, is required to approve
the election of the nominees.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE
"FOR" THIS PROPOSAL NO. 1.
4
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC AUDITORS
At a meeting of the Board held on February 1, 1999, the Board, 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
the accounting firm of KPMG LLP ("KPMG") to act as the independent auditors of
the Trust for the fiscal year ending February 29, 2000.
KPMG has served as independent auditors for the Trust with respect to its
financial statements for the fiscal years ending February 29, 1996 through
February 28, 1999.
KPMG are independent auditors and have no direct financial or material
indirect financial interest in the Trust. Representatives of KPMG 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 should any matter arise requiring
their presence.
The Board's selection is submitted to the shareholders for ratification.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of the
Trust represented at the meeting, assuming a quorum is present, is required for
the ratification of the selection of independent auditors.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE
"FOR" THIS PROPOSAL NO. 2.
5
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GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Trust's management 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 proxyholders will vote thereon in
accordance with their best judgment.
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 May 24, 1999.
Shareholders of the Trust 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 Trust and employees of
Pilgrim Investments, Inc. and its affiliates, without additional compensation,
may solicit proxies in person or by telephone, telegraph, facsimile, or oral
communication.
A shareholder may revoke a proxy at any time prior to its use by filing
with the Trust 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 at their discretion with
respect to other matters not now known to the Board of Trustees or the Trust
that may be presented at the Meeting.
ADJOURNMENTS
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. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the Proposals
that are the subject of the Meeting, the percentage of votes actually cast, the
nature of any further solicitation and the information to be provided to
shareholders with respect to the reasons for the solicitation. Any adjournment
will require the affirmative vote of a majority of those Shares represented at
the Meeting in person or by proxy. 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.
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 the abstention or non-vote will be deemed present
at the Meeting for purposes of determining a quorum. However, abstentions and
broker non-votes will not be deemed represented at the Meeting for purposes of
calculating the vote on any matter.
INVESTMENT MANAGER AND DISTRIBUTOR
Pilgrim Investments, Inc., whose address is 40 North Central Avenue, Suite
1200, Phoenix, Arizona 85004, is the Investment Manager of the Trust. Pilgrim
Group, Inc., whose address is 40 North Central Avenue, Suite 1200, Phoenix,
Arizona 85004, is the Administrator of the Trust. Pilgrim Securities, Inc.,
whose address is 40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004
generally serves as Distributor for the Trust.
6
<PAGE>
EXECUTIVE OFFICERS OF THE TRUST
<TABLE>
<CAPTION>
NAME POSITION WITH THE TRUST PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- ----------------------- --------------------------------------------
<S> <C> <C>
Howard Tiffen President, Chief Operating Formerly Managing Director of various
(Age 51) Officer (since June 1997) and divisions of Bank of America (and its
Senior Portfolio Manager predecessor, Continental Bank) 1982-1995).
(since December 1995)
James R. Reis Executive Vice President Director, Vice Chairman (since December 1994)
(Age 41) (since April 1995), Chief Executive Vice President (since April 1995),
Credit Officer (since June Pilgrim Group, Inc. ("PGI") and PII; a
1997) and Assistant Secretary Director (since December 1994), Vice Chairman
(since April 1997) (since November 1995) and Assistant Secretary
(since January 1995), Pilgrim Securities,
Inc. ("PSI"); Executive Vice President (since
April 1995) and Assistant Secretary of each
of the Pilgrim Funds (since May 1997);
Financial Officer (since December 1993), Vice
Chief Chairman and Assistant Secretary (since
April 1993) and former President (May
1991-December 1993), PFX. Presently serves or
has served as an officer or director of other
affiliates of PFX.
James M. Hennessy Executive Vice President Executive Vice President (since April 1998)
(Age 50) (since May 1998) and and Secretary (since April 1995), PFX,
Secretary (since April 1995) Executive Vice President and Treasurer (since
April 1998) and Secretary (since April 1995),
PGI, and PII; Executive Vice President (since
April 1998) and Secretary (since April 1995)
PSI; Executive Vice President (since May
1998) and Secretary (since April 1995) of
each of the Pilgrim Funds. Formerly Senior
Vice President of each of the Pilgrim Funds
(April 1995-April 1998). Presently serves or
has served as an officer of other affiliates
of PFX.
Daniel A. Norman Senior Vice President (since Senior Vice President of PII and PSI (since
(Age 41) April 1995), Treasurer (since December 1994). Formerly an officer of other
June 1997), and Assistant affiliates of PFX. Presently serves or has
Portfolio Manager (since served as an officer of other affiliates of
September 1996) PFX.
Michael J. Roland Senior Vice President and Senior Vice President and Chief Financial
(Age 40) Principal Financial Chief Officer of PGI, PII, and PSI (since June
Officer (since June 1998) 1998); Senior Vice President and Chief
Financial Officer (since June 1998) of each
of the Pilgrim Funds. Formerly served in same
capacity (January 1995 - April 1997). Chief
Financial Officer of Endeaver Group (April,
1997 to June, 1998).
</TABLE>
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<PAGE>
To the knowledge of the Trust, as of May 22, 1999, no current Trustee of
the Trust owns 1% or more of the outstanding Shares of the Trust and the
officers and Trustees of the Trust own, as a group, less than 1% of the Shares
of the Trust.
SHAREHOLDER PROPOSALS
It is anticipated that the next annual meeting of the Trust will be held in
June 2000. Any proposals of shareholders that are intended to be presented at
the Trust's next annual meeting must be received at the Trust's principal
executive offices by January 4, 2000 and must comply with all other legal
requirements in order to be included in the Trust's Proxy Statement and form of
proxy for that meeting.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of the Annual Report and the
most recent Semi-Annual Report regarding the Trust on request. Requests for such
reports should be directed to Pilgrim at 40 North Central Avenue, Suite 1200,
Phoenix, Arizona 85004 or to the Trust at (800) 992-0180.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
U.S. securities laws require that the Trust's shareholders owning more than
ten percent of the outstanding Shares of the Trust, Trustees, and officers, as
well as affiliated persons of the Trust's Investment Manager, report their
ownership of the Trust's Shares and any changes in that ownership. Such reports
are filed on Form 3, Form 4 and Form 5 under the Securities and Exchange Act of
1934. Officers, directors and greater than ten percent shareholders are required
to furnish the Trust with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by the Company or
written representation from certain reporting persons that no Form 5's were
required for those persons, the Trust believes that during the fiscal year ended
February 28, 1999 all officers, directors, and greater than ten percent
beneficial owners complied with the applicable Section 16(a) filing requirements
except for the following: Mr. Tiffen, Portfolio Manager, filed one amended Form
4 reporting one transaction, which occurred during the fiscal year ended
February 28, 1999, subsequent to the required date.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
/s/ James M. Hennessy
JAMES M. HENNESSY, Secretary
May 24, 1999
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004
8
<PAGE>
PILGRIM LOGO PROXY STATEMENT
PILGRIM PRIME RATE TRUST Annual Meeting of Shareholders of
40 NORTH CENTRAL AVENUE, SUITE 1200 Pilgrim Prime Rate Trust
PHOENIX, ARIZONA 85004-4424 to be held on June 29, 1999
The undersigned owner of Shares of Beneficial Interest
(the "Shares") of Pilgrim Prime Rate Trust (the
"Trust") hereby instructs Robert W. Stallings or James
M. Hennessy (Proxies) to vote the Shares held by him at
the Annual Meeting of Shareholders of the Trust to be
held at 10:00 a.m., local time, on June 29, 1999 at the
office of the Trust, 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 form and return it in the
enclosed envelope.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903, OR
THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
PRIPRT KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
PILGRIM PRIME RATE TRUST DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSALS.
These voting instructions will be voted
as specified. If no specification is
made, this voting instruction will be
voted FOR all proposals.
VOTE ON TRUSTEES
1. Election of Trustees: 01) Walter E. To withhold authority to vote, mark
Auch, 02) Mary A. Baldwin, 03) John For All Except" and write the
P. Burke, 04) Al Burton, 05) Jock" nominee's number on the line below.
Patton and 06) Robert W. Stallings
-----------------------------------
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT:
[ ] [ ] [ ]
VOTE ON PROPOSALS
2. To ratify the appointment of KPMG FOR AGAINST ABSTAIN
LLP as independent auditors for the [ ] [ ] [ ]
Trust for the fiscal year ending
February 29, 2000.
3. To transact such other business as [ ] [ ] [ ]
may properly come before the Annual
Meeting of Shareholders or any
adjournments thereof.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION TO THE TRUST,
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.
- ---------------------------------------- ------------------------------
- ---------------------------------------- ------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
