An Annual Meeting of Shareholders of Pilgrim Prime Rate Trust (the "Trust") was
held on August 25, 2000 at 8:00 a.m., local time, at the offices of the Trust,
40 North Central Avenue, Suite 1200, Phoenix, Arizona 85004 for the following
purposes:
1. To elect eleven trustees ("Trustees") to serve until their successors are
elected and qualified;
SHARES VOTED
SHARES AGAINST OR
VOTED FOR WITHHELD TOTAL
--------- -------- -----
Al Burton 75,182,969 1,733,138 76,916,107
Paul S. Doherty 75,296,917 1,619,190 76,916,107
Robert B. Goode, Jr. 75,257,437 1,658,670 76,916,107
Alan L. Gosule 75,306,147 1,609,960 76,916,107
Walter H. May 75,349,678 1,566,429 76,916,107
Jock Patton 75,325,016 1,591,091 76,916,107
David W.C. Putnam 75,323,945 1,592,162 76,916,107
John R. Smith 75,108,393 1,807,714 76,916,107
Robert W. Stallings 75,337,378 1,578,729 76,916,107
John G. Turner 75,329,020 1,587,087 76,916,107
David W. Wallace 75,120,574 1,795,533 76,916,107
The following persons were elected at the Meeting and currently serve
as the Board of Trustees of the Trust: Al Burton, Paul S. Doherty, Robert B.
Goode, Alan L. Gosule, Walter H. May, Jock Patton, David W.C. Putnam, John R.
Smith, Robert W. Stallings, John G. Turner and David W. Wallace.
2. To approve the following amendments in connection with the Trust's ability
to issue a preferred class of shares ("Preferred Shares"):
a. To approve amendments to the Trust's Agreement and Declaration of
Trust;
AFFIRMATIVE VOTES NEGATIVE VOTES
----------------- --------------
54,688,727 4,052,134
b. To approve amendments to the Trust's fundamental investment policies;
AFFIRMATIVE VOTES NEGATIVE VOTES
----------------- --------------
54,190,090 4,602,707
c. To approve amendments to the Investment Management Agreement between
the Trust and Pilgrim Investments, Inc. ("Pilgrim Investments");
AFFIRMATIVE VOTES NEGATIVE VOTES
----------------- --------------
53,970,551 4,766,922
3. To approve a new Investment Management Agreement between the Trust and
Pilgrim Investments to reflect the acquisition of Pilgrim Investments by
ING Groep N.V. ("ING"), with no change in the advisory fees payable to
Pilgrim Investments:
AFFIRMATIVE VOTES NEGATIVE VOTES
----------------- --------------
55,030,820 3,470,147
4. To ratify the appointment of KPMG LLP as independent auditors for the Trust
for the fiscal year ending February 28, 2001.
AFFIRMATIVE VOTES NEGATIVE VOTES
----------------- --------------
74,221,896 806,566
