<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>shareholdernote.txt
<DESCRIPTION>SHAREHOLDER MEETING
<TEXT>
INVESTORS TRUST

SHAREHOLDER
MEETINGS
In November 2002, the Board of Trustees adopted several amendments to the Fund's
by-laws, including provisions relating to the calling of a special meeting and
requiring advance notice of shareholder proposals or nominees for Trustee. The
advance notice provisions in the by-laws require shareholders to notify the Fund
in writing of any proposal which they intend to present at an annual meeting of
shareholders, including any nominations for Trustee, between 90 and 120 days
prior to the first anniversary of the mailing date of the notice from the prior
year's annual meeting of shareholders. The notification must be in the form
prescribed by the bylaws. The advance notice provisions provide the Fund and its
Trustees with the opportunity to thoughtfully consider and address the matters
proposed before the Fund prepares and mails its proxy statement to shareholders.
Other amendments set forth the procedures that must be followed in order for a
shareholder to call a special meeting of shareholders. Please contact the
Secretary of the Fund for additional information about the advance notice
requirements or the other amendments to the by-laws.

On March 20, 2003, the Annual Meeting of the Fund was held to elect eleven
Trustees and to ratify the actions of the Trustees in selecting independent
auditors for the Fund. Proxies covering 6,919,966 shares of beneficial interest
were voted at the meetings. The shareholders elected the following Trustees to
serve until their respective successors are duly elected and qualified, with the
votes tabulated as follows:



WITHHELD

FOR
AUTHORITY
Dennis S. Aronowitz
6,806,180
113,786
Richard P. Chapman, Jr.
6,816,723
103,243
William Cosgrove
6,810,418
109,548
John M. DeCiccio
6,770,001
149,965
Richard Farrell
6,810,292
109,674
Maureen R. Ford
6,814,648
105,318
William F. Glavin
6,801,223
118,743
John A. Moore
6,809,036
110,930
Patti McGill Peterson
6,810,787
109,179
John W. Pratt
6,807,234
112,732

The shareholders also ratified the Trustees' selection of PricewaterhouseCoopers
LLP, as the Fund's independent auditors for the fiscal year ending December 31,
2003, with the votes tabulated as follows: 6,770,743 FOR, 45,600 AGAINST and
103,621 ABSTAINING.



</TEXT>
</DOCUMENT>
