EX-99.77.C 3 0003.txt ANNUAL MEETING RESULTS 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