Exhibit 77(c)

                MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS

A Special Meeting of Shareholders  of Pilgrim  LargeCap  Leaders Fund ("LargeCap
Leaders"),  a series  of the  Registrant,  was held on March 15,  2001,  for the
purpose of approving  the  reorganization  of LargeCap  Leaders into the Pilgrim
MagnaCap Fund, a series of Pilgrim  Investment  Funds,  Inc.,  whereby  LargeCap
leaders would  transfer its assets to the Pilgrim  MagnaCap Fund in exchange for
the  applicable  class of Shares of the Pilgrim  MagnaCap Fund and assumption by
Pilgrim  MagnaCap  Fund of  Large  Cap  Leaders'  liabilities  (For:  1,174,456,
Against: 23,913).

A Special Meeting of Shareholders of Pilgrim MidCap Value Fund ("MidCap Value"),
a series of the  Registrant,  was held on February 23, 2001,  for the purpose of
approving the  reorganization  of MidCap Value into the Pilgrim MagnaCap Fund, a
series of Pilgrim  Investment Funds,  Inc.,  whereby MidCap Value would transfer
its assets to the Pilgrim  MagnaCap Fund in exchange for the applicable class of
Shares of the Pilgrim  MagnaCap Fund and assumption by Pilgrim  MagnaCap Fund of
MidCap Value's liabilities (For: 1,362,340, Against: 49,581).