Exhibit 77(c)

A Special Meeting of Shareholders of the Fund, the sole series of the
Registrant, was held on April 12, 2001, for the purpose of approving the
reorganization of the Fund into the Pilgrim Emerging Countries Fund, a series of
Pilgrim Mutual Funds, whereby the Fund transferred its assets to the Pilgrim
Emerging Countries Fund in exchange for the applicable class of Shares of the
Pilgrim Emerging Countries Fund and assumption by Pilgrim Emerging Countries
Fund of the Fund's liabilities (For: 4,555,446, Against: 338,827).