-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BkQXw3miKZyp2BlZkmP6xOdfcXFrWQ+QC+M8prGeqxF+VWYeyi2+ohVq8p+nWhd5 2bsBibVyp+co0GSn+po42g== 0000950147-02-000348.txt : 20020414 0000950147-02-000348.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950147-02-000348 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING EQUITY TRUST CENTRAL INDEX KEY: 0001063946 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08817 FILM NUMBER: 02560888 BUSINESS ADDRESS: STREET 1: ING FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM EQUITY TRUST DATE OF NAME CHANGE: 19991029 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR EQUITY TRUST DATE OF NAME CHANGE: 19980612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING RUSSIA FUND INC CENTRAL INDEX KEY: 0001011179 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07587 FILM NUMBER: 02560889 BUSINESS ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM RUSSIA FUND DATE OF NAME CHANGE: 20010312 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM RUSSIA FUND INC DATE OF NAME CHANGE: 20010412 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM TROIKA DIALOG RUSSIA FUND INC DATE OF NAME CHANGE: 20000906 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON TROIKA DIALOG RUSSIA FUND INC DATE OF NAME CHANGE: 19960326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING INVESTMENT FUNDS INC CENTRAL INDEX KEY: 0000061448 IRS NUMBER: 136066974 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01939 FILM NUMBER: 02560890 BUSINESS ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 1-800-992-0180 MAIL ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: MAGNACAP FUND INC DATE OF NAME CHANGE: 19850701 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM MAGNACAP FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19950503 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM INVESTMENT FUNDS INC/MD DATE OF NAME CHANGE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING LARGE CO VALUE FUND INC CENTRAL INDEX KEY: 0000059146 IRS NUMBER: 221644924 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-00865 FILM NUMBER: 02560891 BUSINESS ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 1-800-992-0180 MAIL ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON RESEARCH FUND INC DATE OF NAME CHANGE: 19910506 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM GROWTH & INCOME FUND INC DATE OF NAME CHANGE: 20000913 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON RESEARCH INVESTING CORP DATE OF NAME CHANGE: 19690813 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON GROWTH & INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING GNMA INCOME FUND INC CENTRAL INDEX KEY: 0000059140 IRS NUMBER: 222013958 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02401 FILM NUMBER: 02560892 BUSINESS ADDRESS: STREET 1: 7337 E. DOUBLETREE RANCH ROAD STREET 2: . CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4804773000 MAIL ADDRESS: STREET 1: LEXINGTON GROUP OF MUTUAL FUNDS STREET 2: PARK 80 WEST PLAZA TWO CITY: SADDLE BROOK STATE: NJ ZIP: 07662 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON INCOME FUND INC DATE OF NAME CHANGE: 19810210 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM GNMA INCOME FUND INC DATE OF NAME CHANGE: 20000824 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON GNMA INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING ADVISORY FUNDS INC CENTRAL INDEX KEY: 0000944689 IRS NUMBER: 954532342 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-09040 FILM NUMBER: 02560893 BUSINESS ADDRESS: STREET 1: 7337 E. DOUBLETREE RANCH ROAD STREET 2: . CITY: SCOTTSDALE STATE: AZ ZIP: 85258-2034 BUSINESS PHONE: 480-477-3000 MAIL ADDRESS: STREET 1: 7337 E. DOUBLETREE RANCH ROAD STREET 2: . CITY: SCOTTSDALE STATE: AZ ZIP: 85258-2034 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM ADVISORY FUNDS INC DATE OF NAME CHANGE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING MAYFLOWER TRUST CENTRAL INDEX KEY: 0000911294 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07978 FILM NUMBER: 02560894 BUSINESS ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR TRUST DATE OF NAME CHANGE: 19981209 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM MAYFLOWER TRUST DATE OF NAME CHANGE: 19991029 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR ADVANTAGE TRUST DATE OF NAME CHANGE: 19950620 FORMER COMPANY: FORMER CONFORMED NAME: NWNL NORTHSTAR SERIES TRUST DATE OF NAME CHANGE: 19931108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING MUTUAL FUNDS CENTRAL INDEX KEY: 0000895430 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07428 FILM NUMBER: 02560895 BUSINESS ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 1-800-992-0180 MAIL ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM MUTUAL FUNDS DATE OF NAME CHANGE: 19990526 FORMER COMPANY: FORMER CONFORMED NAME: NICHOLAS APPLEGATE MUTUAL FUNDS DATE OF NAME CHANGE: 19930328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING FINANCIAL SERVICES FUND INC CENTRAL INDEX KEY: 0000784055 IRS NUMBER: 954020286 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04504 FILM NUMBER: 02560896 BUSINESS ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 1-800-992-0180 MAIL ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD STREET 2:   CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM BANK & THRIFT FUND INC DATE OF NAME CHANGE: 19981113 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM FINANCIAL SERVICES FUND DATE OF NAME CHANGE: 20010802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING SMALLCAP OPPORTUNITIES FUND CENTRAL INDEX KEY: 0000779235 IRS NUMBER: 042886856 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04434 FILM NUMBER: 02560897 BUSINESS ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTAGE SPECIAL FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR SPECIAL FUND DATE OF NAME CHANGE: 19981209 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR ADVANTAGE SPECIAL FUND DATE OF NAME CHANGE: 19950620 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM SMALLCAP OPPORTUNITIES FUND DATE OF NAME CHANGE: 19991029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING GROWTH OPPORTUNITIES FUND CENTRAL INDEX KEY: 0000779233 IRS NUMBER: 042886865 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04431 FILM NUMBER: 02560898 BUSINESS ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTAGE GROWTH FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR GROWTH FUND DATE OF NAME CHANGE: 19981209 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR ADVANTAGE GROWTH FUND DATE OF NAME CHANGE: 19950828 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM GROWTH OPPORTUNITIES FUND DATE OF NAME CHANGE: 19991029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING PRECIOUS METALS FUND INC CENTRAL INDEX KEY: 0000277512 IRS NUMBER: 132855309 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02881 FILM NUMBER: 02560899 BUSINESS ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 800-992-0180 MAIL ADDRESS: STREET 1: ING PILGRIM FUNDS STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM GOLDFUND INC DATE OF NAME CHANGE: 20000828 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM GOLD FUND INC DATE OF NAME CHANGE: 20000913 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM PRECIOUS METALS FUND DATE OF NAME CHANGE: 20010312 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM PRECIOUS METALS FUND INC DATE OF NAME CHANGE: 20010412 DEFA14A 1 e-8220.txt ADDITIONAL MATERIALS FOR DEFINITIVE N&PS SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the [ ] Definitive Proxy Statement Commission Only (as permitted [X] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 PILGRIM ADVISORY FUNDS, INC. PILGRIM INVESTMENT FUNDS, INC. PILGRIM EQUITY TRUST PILGRIM MAYFLOWER TRUST PILGRIM FINANCIAL SERVICES FUND, INC. PILGRIM MUTUAL FUNDS PILGRIM GNMA INCOME FUND, INC. PILGRIM PRECIOUS METALS FUND, INC. PILGRIM GROWTH AND INCOME FUND, INC. PILGRIM RUSSIA FUND, INC. PILGRIM GROWTH OPPORTUNITIES FUND PILGRIM SMALLCAP OPPORTUNITIES FUND - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: ------------------------------------------ 2) Form, Schedule or Registration Statement No.: -------------------- 3) Filing Party: ---------------------------------------------------- 4) Date Filed: ------------------------------------------------------ [ING PILGRIM LOGO] PILGRIM FUNDS 7337 EAST DOUBLETREE RANCH ROAD SCOTTSDALE, ARIZONA 85258-2034 THE SPECIAL MEETING OF SHAREHOLDERS HAS BEEN ADJOURNED TO THURSDAY, MARCH 21, 2002, 8:00 AM LOCAL TIME PILGRIM ASIA-PACIFIC EQUITY FUND PILGRIM HIGH YIELD FUND PILGRIM LARGECAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND PILGRIM MAGNACAP FUND PILGRIM MIDCAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND II PILGRIM GROWTH + VALUE FUND PILGRIM MONEY MARKET FUND PILGRIM MIDCAP OPPORTUNITIES FUND PILGRIM INTERNATIONAL VALUE FUND PILGRIM SMALLCAP GROWTH FUND PILGRIM FINANCIAL SERVICES FUND, INC. PILGRIM RESEARCH ENHANCED INDEX FUND PILGRIM PRECIOUS METALS FUND, INC. PILGRIM GNMA INCOME FUND, INC. PILGRIM BALANCED FUND PILGRIM RUSSIA FUND, INC. PILGRIM GROWTH AND INCOME FUND, INC. PILGRIM CONVERTIBLE FUND PILGRIM SMALLCAP OPPORTUNITIES FUND PILGRIM GROWTH OPPORTUNITIES FUND PILGRIM HIGH YIELD FUND II
- -------------------------------------------------------------------------------- EVERY VOTE COUNTS, WE NEED YOUR VOTE IMMEDIATELY! A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. YOUR VOTE IS CRITICAL TO ENABLE THE FUNDS TO HOLD THE ADJOURNED MEETING AS SCHEDULED, SO PLEASE VOTE IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. Dear Shareholder: We have made several attempts to contact you through the mail and over the phone, regarding your shares held in the above mentioned Funds. Your position in the Fund(s) is critical to the outcome of this Special Meeting. Considerable progress has been made in the vote response since the initial Meeting, but we are going to need your help in order to close the polls on these proposals. WE HAVE ADJOURNED THIS MEETING TO 8:00 A.M., LOCAL TIME, ON MARCH 21, 2002. After careful consideration, the Board of Directors/Trustees unanimously approved the proposals and recommends that shareholders vote "FOR" the proposals. If you have any questions regarding the meeting agenda or the execution of your proxy, please call Georgeson Shareholder Communications (toll-free) at (866) 515-0312. Please vote now. There are 4 quick, easy ways to vote. 1. BY PHONE: To speak with a proxy specialist call (toll-free) (866) 515-0312. Representatives are available to take your vote Monday through Friday between 9 a.m. and 11 p.m. and Saturday 12 p.m. to 6 p.m. Eastern time. Please have your proxy card available at the time of the call. 2. BY INTERNET: Go to WWW.PROXYVOTE.COM and enter the 12-digit control number found on your proxy card. 3. BY FAX: Complete the enclosed proxy card and fax it to us anytime toll-free at (800) 733-1885. 4. BY TOUCHTONE: Dial the (toll-free) (800) 690-6903 and follow the simple directions. You can also mail your completed proxy card in the enclosed postage-paid return envelope, but please use one of the quicker voting methods if possible, to ensure that we may receive your executed proxy by March 21, 2002. Thank you in advance. [ING PILGRIM LOGO] PILGRIM FUNDS 7337 EAST DOUBLETREE RANCH ROAD SCOTTSDALE, ARIZONA 85258-2034 THE SPECIAL MEETING OF SHAREHOLDERS HAS BEEN ADJOURNED TO THURSDAY, MARCH 21, 2002, 8:00 AM LOCAL TIME PILGRIM ASIA-PACIFIC EQUITY FUND PILGRIM HIGH YIELD FUND PILGRIM LARGECAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND PILGRIM MAGNACAP FUND PILGRIM MIDCAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND II PILGRIM GROWTH + VALUE FUND PILGRIM MONEY MARKET FUND PILGRIM MIDCAP OPPORTUNITIES FUND PILGRIM INTERNATIONAL VALUE FUND PILGRIM SMALLCAP GROWTH FUND PILGRIM FINANCIAL SERVICES FUND, INC. PILGRIM RESEARCH ENHANCED INDEX FUND PILGRIM PRECIOUS METALS FUND, INC. PILGRIM GNMA INCOME FUND, INC. PILGRIM BALANCED FUND PILGRIM RUSSIA FUND, INC. PILGRIM GROWTH AND INCOME FUND, INC. PILGRIM CONVERTIBLE FUND PILGRIM SMALLCAP OPPORTUNITIES FUND PILGRIM GROWTH OPPORTUNITIES FUND PILGRIM HIGH YIELD FUND II
- -------------------------------------------------------------------------------- EVERY VOTE COUNTS, WE NEED YOUR VOTE IMMEDIATELY! A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. YOUR VOTE IS CRITICAL TO ENABLE THE FUNDS TO HOLD THE ADJOURNED MEETING AS SCHEDULED, SO PLEASE VOTE IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. Dear Shareholder: We have made several attempts to contact you through the mail and over the phone, regarding your shares held in the above mentioned Funds. Your position in the Fund(s) is critical to the outcome of this Special Meeting. Considerable progress has been made in the vote response since the initial Meeting, but we are going to need your help in order to close the polls on these proposals. WE HAVE ADJOURNED THIS MEETING TO 8:00 A.M., LOCAL TIME, ON MARCH 21, 2002. After careful consideration, the Board of Directors/Trustees unanimously approved the proposals and recommends that shareholders vote "FOR" the proposals. If you have any questions regarding the meeting agenda or the execution of your proxy, please call Georgeson Shareholder Communications (toll-free) at (866) 515-0312. Please vote now. There are 3 quick, easy ways to vote. 1. BY PHONE: To speak with a proxy specialist call (toll-free) (866) 515-0312. Representatives are available to take your vote Monday through Friday between 9 a.m. and 11 p.m. and Saturday 12 p.m. to 6 p.m. Eastern time. Please have your proxy card available at the time of the call. 2. BY INTERNET: Go to WWW.PROXYVOTE.COM and enter the 12-digit control number found on your proxy card. 3. BY TOUCHTONE: Dial (toll-free) (800) 690-6903 and follow the simple directions. You can also mail your completed proxy card in the enclosed postage-paid return envelope, but please use one of the quicker voting methods if possible, to ensure that we may receive your executed proxy by March 21, 2002. Thank you in advance. [ING PILGRIM LOGO] PILGRIM FUNDS 7337 EAST DOUBLETREE RANCH ROAD SCOTTSDALE, ARIZONA 85258-2034 THE SPECIAL MEETING OF SHAREHOLDERS HAS BEEN ADJOURNED TO THURSDAY, MARCH 21, 2002, 8:00 AM LOCAL TIME PILGRIM ASIA-PACIFIC EQUITY FUND PILGRIM HIGH YIELD FUND PILGRIM LARGECAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND PILGRIM MAGNACAP FUND PILGRIM MIDCAP GROWTH FUND PILGRIM PRINCIPAL PROTECTION FUND II PILGRIM GROWTH + VALUE FUND PILGRIM MONEY MARKET FUND PILGRIM MIDCAP OPPORTUNITIES FUND PILGRIM INTERNATIONAL VALUE FUND PILGRIM SMALLCAP GROWTH FUND PILGRIM FINANCIAL SERVICES FUND, INC. PILGRIM RESEARCH ENHANCED INDEX FUND PILGRIM PRECIOUS METALS FUND, INC. PILGRIM GNMA INCOME FUND, INC. PILGRIM BALANCED FUND PILGRIM RUSSIA FUND, INC. PILGRIM GROWTH AND INCOME FUND, INC. PILGRIM CONVERTIBLE FUND PILGRIM SMALLCAP OPPORTUNITIES FUND PILGRIM GROWTH OPPORTUNITIES FUND PILGRIM HIGH YIELD FUND II PILGRIM SMALLCAP OPPORTUNITIES FUND
- -------------------------------------------------------------------------------- EVERY VOTE COUNTS, WE NEED YOUR VOTE IMMEDIATELY! A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. YOUR VOTE IS CRITICAL TO ENABLE THE FUNDS TO HOLD THE ADJOURNED MEETING AS SCHEDULED, SO PLEASE VOTE IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. Dear Shareholder: We have made several attempts to contact you through the mail regarding your shares held in the above mentioned Funds. Your position in the Fund(s) is critical to the outcome of this Special Meeting. Considerable progress has been made in the vote response since the initial Meeting, but we are going to need your help in order to close the polls on these proposals. WE HAVE ADJOURNED THIS MEETING TO 8:00 A.M., LOCAL TIME, ON MARCH 21, 2002. After careful consideration, the Board of Directors/Trustees unanimously approved the proposals and recommends that shareholders vote "FOR" the proposals. Please vote now. There are 2 quick, easy ways to vote. 1. BY INTERNET: Go to WWW.PROXYVOTE.COM and enter the 12-digit control number found on your proxy card. 2. BY TOUCHTONE: Dial (toll-free) (800) 690-6903 and follow the simple directions. You can also mail your completed proxy card in the enclosed postage-paid return envelope, but please use one of the quicker voting methods if possible, to ensure that we may receive your executed proxy by March 21, 2002. Thank you in advance. -----END PRIVACY-ENHANCED MESSAGE-----