FORM N-SAR QUESTION 77
FOR PILGRIM MUTUAL FUNDS
77-M.
On March 24, 2000, a special meeting of the shareholders of the Pilgrim
High Yield Fund III (formerly Northstar High Yield Fund) was held. The
shareholders approved the proposal to approve an Agreement and Plan of
Reorganization of Pilgrim High Yield Fund III into the Pilgrim High Yield Fund
II, a series of Pilgrim Mutual Funds. The results of the vote are outlined
below:
Shares Voted Against
Shares Voted For or Withheld Broker Non-Vote Shares Abstained
---------------- ----------- --------------- ----------------
12,977,413 171,887 -- 622,921
On March 24, 2000, a special meeting of the shareholders of the Pilgrim Income &
Growth Fund, a series of Pilgrim Mayflower Trust (formerly Northstar Income &
Growth Fund, a series of Northstar Trust) was held. The shareholders approved
the proposal to approve an Agreement and Plan of Reorganization of the Pilgrim
Income & Growth Fund into the Pilgrim Balanced Fund, a series of Pilgrim Mutual
Funds. The results of the vote are outlined below:
Shares Voted Against
Shares Voted For or Withheld Broker Non-Vote Shares Abstained
---------------- ----------- --------------- ----------------
5,116,669 60,104 -- 363,424
On March 24, 2000, a special meeting of the shareholders of the Pilgrim Balance
Sheet Opportunities Fund (formerly Northstar Balance Sheet Opportunities Fund)
was held. The shareholders approved the proposal to approve an Agreement and
Plan of Reorganization of the Pilgrim Balance Sheet Opportunities Fund into the
Pilgrim Balanced Fund, a series of Pilgrim Mutual Funds. The results of the vote
are outlined below:
Shares Voted Against
Shares Voted For or Withheld Broker Non-Vote Shares Abstained
---------------- ----------- --------------- ----------------
1,822,915 51,350 -- 98,749
