A Special Meeting of Shareholders of the ING Pilgrim Worldwide  Emerging Markets
Fund (the "Fund") was held on July 21, 2000, for the purpose of:

(1) approving a new  investment  management  agreement  between the Fund and ING
Pilgrim Investments, Inc. (For: 4,443,056, Against or withheld: 216,017);

(2)  electing  eleven (11) new  Directors  to hold office until the election and
qualification  of  their  successors  (For:  31,134,375,  Against  or  withheld:
2,412,105);

(3)  ratifying  the  selection  of KPMG  LLP as the  Fund's  independent  public
accountant (For: 4,586,591, Against or withheld: 113,578);

(4) approving a new service and distribution plan for the Fund (For:  3,473,117,
Against or withheld: 249,287); and

(5) approving  amended and restated Articles of Incorporation  (For:  3,749,363,
Against or withheld: 215,444).

The following  Directors were elected at the Special Meeting of Shareholders and
are  currently  Directors of the Fund:  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.