SHAREHOLDER MEETING
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A special meeting of shareholders of the Pilgrim Income & Growth Fund was held
in Phoenix, Arizona on March 24, 2000. A brief description of each matter voted
upon as well as the results are outlined below:
Shares
Shares voted against Shares
voted for or withheld abstained Total
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1. Agreement and Plan of Reorganization providing for the acquisition of all
of the assets and liabilities of Pilgrim Income & Growth Fund by Pilgrim
Balanced Fund.
5,115,195 60,104 363,424 5,538,723
2. To transact such other business as may properly come before the special
meeting of shareholders or any adjournments thereof:
5,072,708 37,589 428,426 5,538,723