<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997
FILE NO. 2-74549
811-03297
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 22
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 18
------------------------
G.T. INVESTMENT PORTFOLIOS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
50 CALIFORNIA STREET, 27TH FLOOR,
SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(415) 392-6181
------------------------
<TABLE>
<S> <C>
DAVID J. THELANDER, ESQ. ARTHUR J. BROWN, ESQ.
VICE PRESIDENT & R. DARRELL MOUNTS, ESQ.
ASSISTANT GENERAL COUNSEL KIRKPATRICK & LOCKHART LLP
CHANCELLOR LGT ASSET MANAGEMENT, INC. 1800 MASSACHUSETTS AVENUE, N.W., 2ND
50 CALIFORNIA STREET, 24TH FLOOR FLOOR
SAN FRANCISCO, CALIFORNIA 94111 WASHINGTON, D.C. 20036
(NAME AND ADDRESS OF AGENT FOR SERVICE) (202) 778-9000
</TABLE>
------------------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
/ / IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485
/X/ ON MAY 1, 1997 PURSUANT TO PARAGRAPH (b) OF RULE 485
/ / 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(i) OF RULE 485
/ / ON PURSUANT TO PARAGRAPH (a)(i) OF RULE 485
/ / 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(ii) OF RULE 485
/ / ON PURSUANT TO PARAGRAPH (a)(ii) OF RULE 485
/ / THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS ELECTED TO REGISTER AN INDEFINITE NUMBER OF ITS SHARES OF COMMON STOCK. A
RULE 24f-2 NOTICE FOR REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1996 WAS FILED
ON FEBRUARY 28, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
CONTENTS OF POST-EFFECTIVE AMENDMENT
This post-effective amendment to the registration statement of G.T.
Investment Portfolios, Inc. contains the following documents:
<TABLE>
<S> <C> <C>
Facing Sheet
Contents of Post-Effective Amendment
Cross-Reference Sheet
Part A -- Prospectus
-- GT Global Dollar Fund -- Class A and Class B
-- GT Global Dollar Fund -- Advisor Class
Part B -- Statement of Additional Information
-- GT Global Dollar Fund -- Class A and Class B
-- GT Global Dollar Fund -- Advisor Class
Part C -- Other Information
Signature Page
Exhibits
</TABLE>
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
PROSPECTUS -- CLASS A AND CLASS B
<TABLE>
<CAPTION>
ITEM NO. OF
PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
- ------------------------------------------- ---------------------------------------------------------------
<C> <S> <C>
1. Cover Page...................... Cover Page
2. Synopsis........................ Prospectus Summary
3. Condensed Financial
Information..................... Financial Highlights
4. General Description of
Registrant...................... Investment Objective and Policies; Management; Other
Information
5. Management of the
Fund............................ Management
5A. Management's
Discussion of Fund
Performance..................... Not Applicable
6. Capital Stock and Other
Securities...................... Alternative Purchase Plan; Dividends and Federal Income
Taxation; Other Information
7. Purchase of Securities
Being Offered................... Alternative Purchase Plan; How to Invest; How to Make
Exchanges; Calculation of Net Asset Value; Management
8. Redemption or
Repurchase...................... Alternative Purchase Plan; How to Redeem Shares; Calculation of
Net Asset Value
9. Pending Legal
Proceedings..................... Not Applicable
</TABLE>
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
PROSPECTUS -- ADVISOR CLASS
<TABLE>
<CAPTION>
ITEM NO. OF
PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
- ------------------------------------------- ---------------------------------------------------------------
<C> <S> <C>
1. Cover Page...................... Cover Page
2. Synopsis........................ Prospectus Summary
3. Condensed Financial
Information..................... Financial Highlights
4. General Description of
Registrant...................... Investment Objective and Policies; Management; Other
Information
5. Management of the
Fund............................ Management
5A. Management's
Discussion of Fund
Performance..................... Not Applicable
6. Capital Stock and Other
Securities...................... Dividends and Federal Income Taxation; Other Information
7. Purchase of Securities
Being Offered................... How to Invest; How to Make Exchanges; Calculation of Net Asset
Value; Management
8. Redemption or
Repurchase...................... How to Redeem Shares; Calculation of Net Asset Value
9. Pending Legal
Proceedings..................... Not Applicable
</TABLE>
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
STATEMENT OF ADDITIONAL INFORMATION -- CLASS A AND CLASS B
<TABLE>
<CAPTION>
ITEM NO. OF
PART B OF FORM N-1A CAPTIONS IN STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------- ------------------------------------------------------------------
<S> <C>
10. Cover Page................... Cover Page
11. Table of Contents............ Table of Contents
12. General Information and
History..................... Cover Page
13. Investment Objective
and Policies................ Investment Objective and Policies; Investment Limitations
14. Management of the
Fund........................ Directors and Executive Officers; Management
15. Control Persons and
Principal Holders of
Securities.................. Directors and Executive Officers; Management
16. Investment Advisory and
Other Services.............. Management; Additional Information
17. Brokerage Allocation and
Other Practices............. Execution of Portfolio Transactions
18. Capital Stock and Other
Securities.................. Not Applicable
19. Purchase, Redemption
and Pricing of Securities
Being Offered............... Valuation of Fund Shares; Information Relating to
Sales and Redemptions
20. Tax Status................... Dividends and Federal Income Taxation
21. Underwriters................. Management
22. Calculation of
Performance Data............ Investment Results
23. Financial Statements......... Financial Statements
</TABLE>
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
STATEMENT OF ADDITIONAL INFORMATION -- ADVISOR CLASS
<TABLE>
<CAPTION>
ITEM NO. OF
PART B OF FORM N-1A CAPTIONS IN STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------- ------------------------------------------------------------------
<S> <C>
10. Cover Page................... Cover Page
11. Table of Contents............ Table of Contents
12. General Information and
History..................... Cover Page
13. Investment Objective
and Policies................ Investment Objective and Policies; Investment Limitations
14. Management of the
Fund........................ Directors and Executive Officers; Management
15. Control Persons and
Principal Holders of
Securities.................. Directors and Executive Officers; Management
16. Investment Advisory and
Other Services.............. Management; Additional Information
17. Brokerage Allocation and
Other Practices............. Execution of Portfolio Transactions
18. Capital Stock and Other
Securities.................. Not Applicable
19. Purchase, Redemption
and Pricing of Securities
Being Offered............... Valuation of Shares; Information Relating to
Sales and Redemptions
20. Tax Status................... Dividends and Federal Income Taxation
21. Underwriters................. Management
22. Calculation of
Performance Data............ Investment Results
23. Financial Statements......... Financial Statements
</TABLE>
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS -- MAY 1, 1997
- --------------------------------------------------------------------------------
GT GLOBAL DOLLAR FUND ("FUND") seeks maximum current income consistent with
liquidity and conservation of capital. The Fund may invest in a wide variety of
high quality, U.S. dollar-denominated money market instruments, including
obligations issued or guaranteed by the U.S. and foreign governments, their
agencies and instrumentalities; U.S. and non-U.S. corporate obligations; and
instruments of U.S. and foreign banks.
There can be no assurance that the Fund will achieve its investment objective.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
The Fund's investment manager, Chancellor LGT Asset Management, Inc. (the
"Manager") and its worldwide affiliates are part of Liechtenstein Global Trust,
a provider of global asset management and private banking products and services
to individual and institutional investors.
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information, dated May 1, 1997, has been filed with
the Securities and Exchange Commission ("SEC") and, as amended or supplemented
from time to time, is incorporated herein by reference. The Statement of
Additional Information is available without charge by writing to the Fund at 50
California Street, San Francisco, California 94111, or calling (800) 824-1580.
An investment in the Fund offers the following advantages:
/ / Professional Management by a Leading Manager with Offices in the World's
Major Markets
/ / No Sales Charges on Purchases of Class A Shares
/ / Daily Dividends
/ / Automatic Dividend Reinvestment at No Sales Charge
/ / Checkwriting Privileges
/ / Low $500 Minimum Investment
/ / Automatic Investment Plan
/ / Systematic Withdrawal Plan
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISOR.
[LOGO]
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus Page 1
<PAGE>
GT GLOBAL DOLLAR FUND
TABLE OF CONTENTS
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Page
---------
<S> <C>
Prospectus Summary........................................................................ 3
Financial Highlights...................................................................... 6
Alternative Purchase Plan................................................................. 8
Investment Objective and Policies......................................................... 9
How to Invest............................................................................. 12
How to Make Exchanges..................................................................... 14
How to Redeem Shares...................................................................... 15
Shareholder Account Manual................................................................ 19
Calculation of Net Asset Value............................................................ 20
Dividends and Federal Income Taxation..................................................... 20
Management................................................................................ 21
Other Information......................................................................... 23
</TABLE>
Prospectus Page 2
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus.
<TABLE>
<S> <C> <C>
The Fund: The Fund is a diversified series of G.T. Investment Portfolios,
Inc.
Investment Objective: The Fund seeks maximum current income consistent with liquidity
and conservation of capital.
Principal Investments: The Fund invests in a wide variety of high quality U.S.
dollar-denominated money market instruments of U.S. and non-U.S.
issuers.
Investment Manager: The Manager is part of Liechtenstein Global Trust, a provider of
global asset management and private bank products and services to
individual and institutional investors, entrusted with
approximately $84 billion in total assets as of December 31, 1996.
The Manager and its worldwide asset management affiliates maintain
fully staffed investment offices in Frankfurt, Hong Kong, London,
New York, San Francisco, Singapore, Sydney, Tokyo and Toronto. See
"Management."
Alternative Purchase Plan: Class A or Class B shares are each subject to different expenses
and different exchange privileges.
Class A Shares: Offered at net asset value and subject to service and distribution
fees at the annualized rate of up to 0.25% of the average daily
net assets of the Fund's Class A shares.
Class B Shares: Offered at net asset value (a maximum contingent deferred sales
charge of 5% of the lesser of the shares' net asset value or the
original purchase price is imposed on certain redemptions made
within six years of date of purchase) and subject to service and
distribution fees at the annualized rate of up to 1.00% of the
average daily net assets of the Fund's Class B shares.
Class A shares are available through broker/dealers who have
Shares Available Through: entered into agreements to sell shares with the Fund's
distributor, GT Global, Inc. ("GT Global"). Shares also may be
acquired directly through GT Global or through an exchange of
Class A shares of the other GT Global Mutual Funds, which are
open-end management investment companies advised and/or
administered by the Manager. Except for investors participating in
the Portfolio Rebalancing Program, Class B shares may be obtained
only through an exchange of Class B shares of other GT Global
Mutual Funds. See "How to Invest" and "Shareholder Account
Manual."
Exchange Privileges: Shares of a class of the Fund may be exchanged for shares of the
corresponding class of other GT Global Mutual Funds. See "How to
Make Exchanges" and "Shareholder Account Manual."
Redemptions: Shares may be redeemed either through broker/dealers or the Fund's
transfer agent, GT Global Investor Services, Inc. ("Transfer
Agent"). See "How to Redeem Shares" and "Shareholder Account
Manual."
Dividends: Dividends are declared daily and paid monthly from available net
investment income and any realized net short-term capital gain.
</TABLE>
Prospectus Page 3
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Reinvestment: Dividends are reinvested automatically in Fund shares of the
distributing class without a sales charge.
First Purchase: $500 minimum ($100 for individual retirement accounts ("IRAs") and
reduced amounts for certain other retirement plans).
Subsequent Purchases: $100 minimum (reduced amounts for IRAs and certain other
retirement plans).
Yield: Quoted in the financial section of most newspapers.
Checkwriting: Available on Class A shares upon request
Unlimited number of free checks
$300 minimum amount per check
Other Features:
Class A Shares: Automatic Investment Plan
Systematic Withdrawal Plan
Portfolio Rebalancing Program
Class B Shares: Systematic Withdrawal Plan
Portfolio Rebalancing Program
</TABLE>
Prospectus Page 4
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Class A and Class B shares of the Fund are reflected in
the following tables (1):
<TABLE>
<CAPTION>
CLASS A CLASS B
--------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION COSTS (2):
Sales charge on purchases of shares................................................................ None None
Sales charges on reinvested distributions to shareholders.......................................... None None
Maximum contingent deferred sales charge (as a % of net asset value at time of purchase or sale,
whichever is less)............................................................................... None 5.0%
Redemption charges................................................................................. None None
Exchange fees:
-- On first four exchanges each year............................................................. None None
-- On each additional exchange................................................................... $7.50 $7.50
ANNUAL FUND OPERATING EXPENSES (3):
(AS A % OF AVERAGE NET ASSETS)
Investment management and administration fees (after reimbursements)............................... 0.45% 0.45%
12b-1 distribution and service fees (after waivers)................................................ 0.00% 0.75%
Other expenses (after waivers)..................................................................... 0.55% 0.55%
--------- ---------
Total Fund Operating Expenses (after reimbursements and waivers)..................................... 1.00% 1.75%
</TABLE>
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES
An investor would directly or indirectly pay the following expenses at the end
of the periods shown on a $1,000 investment in the Fund, assuming a 5% annual
return:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
----- ----------- ----- -----
<S> <C> <C> <C> <C>
Class A shares........................................................... $ 10 $ 32 $ 56 $ 125
Class B shares
Assuming complete redemption at end of period (4)...................... 68 85 117 220
Assuming no redemption................................................. 18 55 97 220
<FN>
- ------------------
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the National Association of Securities
Dealers, Inc. rules regarding investment companies. THE "HYPOTHETICAL EXAM-
PLE" SET FORTH ABOVE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES.
THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above
table and the assumption in the Hypothetical Example of a 5% annual return
are required by regulation of the SEC applicable to all mutual funds. The
5% annual return is not a prediction of and does not represent the Fund's
projected or actual performance.
(2) The maximum 5% contingent deferred sales charge on Class B shares applies
to redemptions during the first year after purchase. The charge generally
declines by 1% annually thereafter, reaching zero after six years.
(3) Expenses are based on the Fund's fiscal year ended December 31, 1996.
"Other expenses" include custody, transfer agent, legal, audit and other
expenses. See "Management" herein and the Statement of Additional
Information for more information. Without reimbursements or waivers,
"Investment Management and Administration Fees," "12b-1 distribution and
service fees," and "Total Fund Operating Expenses" would have been 0.50%,
0.25% and 1.30%, respectively, for Class A shares and 0.50%, 1.00% and
2.00%, respectively, for Class B shares. The Fund also offers Advisor Class
shares to certain categories of investors. See "Alternative Purchase Plan."
Advisor Class shares are not subject to 12b-1 distribution and service
fees.
(4) Assumes deduction of the maximum applicable contingent deferred sales
charge.
</TABLE>
Prospectus Page 5
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The table below provides condensed financial information concerning income and
capital changes for one share of Class A and Class B for the periods shown. This
information is supplemented by the financial statements and notes thereto
included in the Statement of Additional Information. The financial statements
and notes for the fiscal year ended December 31, 1996, have been audited by
Coopers & Lybrand L.L.P., independent accountants, whose report thereon also
appears in the Statement of Additional Information. Information presented below
for the fiscal years ended December 31, 1987 to 1991 was audited by other
auditors that served as the Fund's independent accountants for those periods.
<TABLE>
<CAPTION>
CLASS A+
----------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income................... $ 0.044 $ 0.050 $ 0.032 $ 0.022 $ 0.028 $ 0.051 $ 0.069
Distributions from net investment
income................................. (0.044) (0.050) (0.032) (0.022) (0.028) (0.051) (0.069)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investment Return (b)............. 4.50% 5.08% 3.30% 2.2% 2.8% 5.1% 6.9%
Ratios and supplemental data:
Ratio of net investment income to
average net assets:
With expense waivers and reductions
(a).................................. 4.39% 4.94% 3.40% 2.17% 2.78% 5.10% 6.95%
Without expense waivers and reductions
(a).................................. 4.08% 4.66% 3.15% 1.46% 2.47% 4.90% 6.64%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 0.99% 0.97% 0.92% 1.00% 1.25% 1.25% 1.25%
Without expense waivers and reductions
(a).................................. 1.30% 1.25% 1.17% 1.72% 1.56% 1.45% 1.56%
Net assets at end of the period (in
000's)................................. $392,623 $183,761 $320,858 $87,822 $81,674 $70,295 $123,218
<FN>
- ------------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
(a) Annualized for periods of less than one year.
(b) Not annualized.
</TABLE>
Prospectus Page 6
<PAGE>
GT GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
CLASS B++
CLASS A+ ----------------------------------------------
---------------------------------- APRIL 1,
1993
YEAR ENDED DEC. 31, YEAR ENDED DEC. 31, TO
---------------------------------- ---------------------------------- DEC. 31,
1989 1988 1987 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income................... $ 0.075 $ 0.058 $ 0.053 $ 0.037 $ 0.040 $ 0.025 $ 0.010
Distributions from net investment
income................................. (0.075) (0.058) (0.053) (0.037) (0.040) (0.025) (0.010 )
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investment Return (b)............. 7.6% 5.9% 5.4% 3.73% 4.29% 2.53% 1.4%
Ratios and supplemental data:
Ratio of net investment income to
average net
assets:
With expense waivers and reductions
(a).................................. 7.60% 5.72% 5.24% 3.64% 4.19% 2.65% 1.42%
Without expense waivers and reductions
(a).................................. 7.17% --% 5.09% 3.33% 3.91% 2.40% 0.86%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 1.19% 1.03% 0.83% 1.74% 1.72% 1.67% 1.75%
Without expense waivers and reductions
(a).................................. 1.62% --% 0.98% 2.05% 2.00% 1.92% 2.31%
Net assets at end of the period (in
000's)................................. $13,143 $11,628 $11,791 $128,308 $99,151 $109,936 $3,478
<FN>
- ------------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
(a) Annualized for periods of less than one year.
(b) Not annualized.
</TABLE>
Prospectus Page 7
<PAGE>
GT GLOBAL DOLLAR FUND
ALTERNATIVE PURCHASE PLAN
- --------------------------------------------------------------------------------
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the two classes
of the Fund's shares offered through this Prospectus lies in their ongoing
expenses and role as exchange vehicles for the corresponding classes of shares
of the GT Global Mutual Funds, as summarized below. Class A and Class B shares
of the Fund represent interests in the same portfolio of investments of the Fund
and have the same rights, except that each class bears the separate expenses of
its Rule 12b-1 distribution plan and has exclusive voting rights with respect to
such plan, and each class has a separate exchange privilege. See "Management"
and "How to Make Exchanges." Class A shares are available for purchase directly
by investors. Except for investors participating in the Portfolio Rebalancing
Program, Class B shares may be purchased only through an exchange of Class B
shares of other GT Global Mutual Funds.
Dividends paid by the Fund with respect to its Class A and Class B shares are
calculated in the same manner and at the same time. The per share dividends on
Class B shares of the Fund will be lower than the per share dividends on Class A
shares of the Fund as a result of the higher service and distribution fees
applicable to Class B shares.
CLASS A SHARES. Class A shares are sold at net asset value. Class A shares of
the Fund may bear annual service and distribution fees of up to 0.25% of the
average daily net assets of that class although GT Global does not currently
intend to seek any reimbursements thereunder. Unless the Class A shares of the
Fund were purchased through an exchange of Class A shares of another GT Global
Mutual Fund, a sales load will apply to exchanges from the Fund into other GT
Global Mutual Funds, as set forth in the prospectuses of such Funds.
Purchases of the Class A shares of the other GT Global Mutual Funds of $500,000
or more may be made without a sales charge. If a shareholder within one year
after the date of such purchase redeems any Class A shares that were purchased
without a sales charge by reason of a purchase of $500,000 or more, a contingent
deferred sales charge ("CDSC") of 1% of the lower of the original purchase price
or the net asset value of such shares at the time of redemption will be charged.
This CDSC will apply to a redemption by such an investor from any GT Global
Mutual Fund, including the Fund. Class A shares that are redeemed will not be
subject to the CDSC to the extent that the value of such shares represents (1)
reinvestment of dividends or other distributions or (2) Class A shares redeemed
more than one year after their original purchase. Thus, investors purchasing
shares of the Fund through an exchange of certain Class A shares of the other GT
Global Mutual Funds will be subject to a CDSC on a redemption of those Class A
shares of the Fund received in exchange for such Class A shares of the other GT
Global Mutual Fund, if such redemption is made within one year of the original
purchase date.
CLASS B SHARES. Class B shares of the Fund are available only to investors
participating in the Portfolio Rebalancing Program or through an exchange of
Class B shares of other GT Global Mutual Funds. Class B shares of the Fund may
not be purchased under any circumstances for a Savings Incentive Match Plan for
Employees of Small Employers Individual Retirement Accounts ("SIMPLE IRAs") for
which a designated financial institution was selected by the employer on Form
5305 -- SIMPLE.
Class B shares may bear annual service and distribution fees of up to 1.00% of
the average daily net assets of that class, however, GT Global does not
currently intend to seek reimbursement of amounts in excess of 0.75% of the
average daily net assets of the Class B shares thereunder. Upon a redemption of
Class B shares, investors pay a CDSC of up to 5% of the lesser of the original
purchase price or the net asset value of such shares at the time of redemption.
The deferred sales charge is waived for certain redemptions and is reduced for
shares held more than one year. The higher service and distribution fees paid by
the Class B shares of the Fund will cause that class to have a higher expense
ratio and to pay lower dividends than Class A shares.
See "How to Invest," "How to Redeem Shares" and "Management" for a more complete
description of the contingent deferred sales charges, service fees and
distribution fees for Class A and Class B shares of the Fund and "Dividends and
Federal
Prospectus Page 8
<PAGE>
GT GLOBAL DOLLAR FUND
Income Taxation" and "Calculation of Net Asset Value" for other differences
between these two classes.
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over such account, and (ii) the account holder pays
such person as compensation for its advice and other services an annual fee of
at least .50% on the assets in the account; (c) any account with assets of at
least $10,000 if (i) such account is established under a "wrap fee" program, and
(ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account; (d) accounts advised by one of the
companies composing or affiliated with Liechtenstein Global Trust; and (e) any
of the companies composing or affiliated with Liechtenstein Global Trust.
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
AND POLICIES
- --------------------------------------------------------------------------------
The Fund's investment objective is to seek maximum current income consistent
with liquidity and conservation of capital. The Fund seeks this objective by
investing in high quality, U.S. dollar-denominated money market instruments,
i.e., debt obligations with remaining maturities of 13 months or less.
The Fund seeks to maintain a net asset value of $1.00 per share. To do so, the
Fund uses the amortized cost method of valuing its securities pursuant to Rule
2a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"),
certain requirements of which are summarized below.
In accordance with Rule 2a-7, the Fund will (i) maintain a dollar-weighted
average portfolio maturity of 90 days or less and (ii) purchase only instruments
having remaining maturities of 13 months or less.
The Fund will invest only in high quality, U.S. dollar-denominated money market
instruments determined by the Manager to present minimal credit risks in
accordance with procedures established by the Company's Board of Directors (the
"Board"). To be considered high quality, a security must be rated in accordance
with applicable rules in one of the two highest rating categories for short-term
securities by at least two nationally recognized statistical rating
organizations ("NRSROs") (or one, if only one such NRSRO has rated the security)
or, if the issuer has no applicable short-term rating, determined by the Manager
to be of equivalent credit quality.
High quality securities are divided into "first tier" and "second tier"
securities. The Fund will invest only in first tier securities. First tier
securities have received the highest rating for short-term debt from at least
two NRSROs, i.e., rated not lower than A-1 by Standard & Poor's Ratings Group
("S&P"), or P-1 by Moody's Investors Service, Inc. ("Moody's") (or one, if only
one such NRSRO has rated the security), or, if unrated, are determined to be of
equivalent quality as described above. If a security has been assigned different
ratings by different NRSROs, at least two NRSROs must have assigned the higher
rating in order for the Manager to determine the security's eligibility for
purchase by the Fund.
The rating criteria of S&P and Moody's, two NRSROs currently rating instruments
of the type the Fund may purchase, are more fully described in "Description of
Debt Ratings" in the Statement of Additional Information.
PERMITTED INVESTMENTS. The Fund may invest in the following types of money
market instruments:
/ / OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. AND FOREIGN GOVERNMENTS, THEIR
AGENCIES AND INSTRUMENTALITIES. These include: direct obligations of the
U.S. Treasury, such as Treasury bills and notes; obligations backed by the
full faith and credit of the U.S. government, such as those issued by the
Government National Mortgage Association; obligations supported primarily or
solely by the creditworthiness of the issuer, such as securities of the
Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation
Prospectus Page 9
<PAGE>
GT GLOBAL DOLLAR FUND
and the Tennessee Valley Authority; and similar U.S.-dollar denominated
instruments of foreign governments, their agencies, authorities and
instrumentalities.
/ / OBLIGATIONS OF U.S. AND NON-U.S. BANKS, including certificates of deposit,
bankers' acceptances and similar instruments, when such banks have total
assets at the time of purchase equal to at least $1 billion.
/ / INTEREST-BEARING DEPOSITS IN U.S. COMMERCIAL AND SAVINGS BANKS having total
assets of $1 billion or less, in principal amounts at each such bank not
greater than are insured by an agency of the U.S. government, provided that
the aggregate amount of such deposits (including interest earned) does not
exceed 5% of the Fund's assets.
/ / COMMERCIAL PAPER AND OTHER SHORT-TERM DEBT OBLIGATIONS OF U.S. AND FOREIGN
COMPANIES, rated at least A-1 by S&P or Prime-1 by Moody's or, if not rated,
determined by the Manager to be of equivalent quality, provided that any
outstanding intermediate- or long-term debt of the issuer is rated at least
AA by S&P or Aa by Moody's. These instruments may include corporate bonds
and notes (corporate obligations that mature, or that may be redeemed, in
one year or less). These corporate obligations include variable rate master
notes, which are redeemable upon notice and permit investment of fluctuating
amounts at varying rates of interest pursuant to direct arrangements with
the issuer of the instrument.
/ / REPURCHASE AGREEMENTS SECURED BY ANY OF THE FOREGOING. A repurchase
agreement is a transaction in which the Fund purchases a security from a
bank or recognized securities dealer and simultaneously commits to resell
that security to the bank or dealer at an agreed-upon price, date and market
rate of interest unrelated to the coupon rate or maturity of the purchased
security. Although repurchase agreements carry certain risks not associated
with direct investments in securities, including possible decline in the
market value of the underlying securities and delays and costs to the Fund
if the other party to the repurchase agreement becomes bankrupt, the Fund
will enter into repurchase agreements only with banks and dealers believed
by the Manager to present minimal credit risks in accordance with guidelines
approved by the Board. The Manager will review and monitor the
creditworthiness of such institutions under the Board's general supervision.
The Fund will not enter into repurchase agreements with maturities of more
than seven days if, as a result, more than 10% of the value of its net
assets would be invested in such repurchase agreements and other illiquid
securities.
INVESTMENT TECHNIQUES. In managing the Fund, the Manager may employ a number of
professional money management techniques, including varying the composition of
the Fund's investments and the average weighted maturity of the Fund's portfolio
within the limitations described above. Determinations to use such techniques
will be based on the Manager's identification and assessment of the relative
values of various money market instruments and the future of interest rate
patterns, economic conditions and shifts in fiscal and monetary policy. The
Manager also may seek to improve the Fund's yield by purchasing or selling
securities in order to take advantage of yield disparities that regularly occur
in the market. For example, frequently there are yield disparities between
different types of money market instruments, and market conditions from time to
time result in similar securities trading at different prices.
RISKS AND OTHER CONSIDERATIONS. Investors should recognize that in periods of
declining interest rates, the Fund's yield will tend to be somewhat higher than
prevailing market rates; conversely, in periods of rising interest rates, the
Fund's yield will tend to be somewhat lower than those rates. Also, when
interest rates are falling, the net new money flowing into the Fund from the net
sale of its shares likely will be invested in instruments producing lower yields
than the balance of the Fund's portfolio, thereby reducing its yield. The
opposite generally will be true in periods of rising interest rates. The Fund is
designed to provide maximum current income consistent with the liquidity and
safety of principal afforded by investment in a portfolio of high quality money
market instruments; the Fund's yield may be lower than that produced by funds
investing in lower quality and/or longer-term securities.
Although the Fund may invest in instruments of non-U.S. issuers, all such
instruments will be denominated in U.S. dollars and will be first tier
securities. Obligations of non-U.S. issuers are subject to the same risks that
pertain to domestic issues, notably credit risk, market risk and liquidity risk.
Nonetheless, these instruments present risks that are different from those
presented by investment in instruments of U.S. issuers. Obligations of foreign
entities may be subject to certain sovereign risks, including adverse political
and economic developments in a foreign country, the extent and quality of
government regulation of financial
Prospectus Page 10
<PAGE>
GT GLOBAL DOLLAR FUND
markets and institutions, interest limitations, currency controls, foreign
withholding taxes, and expropriation or nationalization of foreign issuers and
their assets. There may be less publicly available information about foreign
issuers than about domestic issuers, and foreign issuers may not be subject to
the same accounting, auditing and financial recordkeeping standards and
requirements as are domestic issuers. Accordingly, while the Fund's ability to
invest in these instruments may provide it with the potential to produce a
higher yield than money market funds investing solely in instruments of domestic
issuers, the Fund presents greater risk than such other funds.
VARIABLE AND FLOATING RATE SECURITIES. The Fund may purchase variable and
floating rate securities with remaining maturities in excess of 13 months. Such
securities must comply with conditions established by the SEC under which they
may be considered to have remaining maturities of 13 months or less. The yield
of these securities varies in relation to changes in specific money market rates
such as the prime rate. These changes are reflected in adjustments to the yields
of the variable and floating rate securities, and different securities may have
different adjustment rates. To the extent that the Fund invests in such variable
and floating rate securities, it is the Manager's view that the Fund may be able
to take advantage of the higher yield that is usually paid on longer-term
securities. The Manager further believes that the variable and floating rates
paid on such securities may substantially reduce the wide fluctuations in market
value caused by interest rate changes and other factors which are typical of
longer-term debt securities.
OTHER INFORMATION. The Fund may acquire participation interests in securities in
which it is permitted to invest. Participation interests are pro rata interests
in securities held by others. Pending investment of proceeds from new sales of
Fund shares or for temporary defensive purposes, the Fund may hold any portion
of its assets in cash. The Fund may borrow money from banks as a temporary
measure (a) for extraordinary or emergency purposes in amounts up to 5% of its
net assets (taken at market value) or (b) in amounts up to 33 1/3% of its net
assets in order to meet redemption requests. The Fund will not purchase
securities while borrowings remain outstanding. The Fund may invest no more than
5% of its total assets in the securities of a single issuer (other than
securities issued or guaranteed by the U.S. government, its agencies, or
instrumentalities).
The Fund's investment objective and policies with respect to borrowing as stated
above are fundamental and may not be changed without the approval of a majority
of its outstanding voting securities. A "majority of the Fund's outstanding
voting securities" means the lesser of (i) 67% of its shares represented at a
meeting at which more than 50% of the outstanding shares are represented, and
(ii) more than 50% of its outstanding shares. In addition, the Fund has adopted
certain investment limitations that also may not be changed without shareholder
approval. A description of these limitations is included in the Statement of
Additional Information. The Fund's other investment policies described herein
are not fundamental and may be changed by vote of the Board without shareholder
approval.
On December 29, 1992, the shareholders of the Fund approved modifications to the
Fund's investment policies and limitations that authorize the Board to effect a
change in the operating structure of the Fund, so that it may transfer all of
its investable assets to the Global Dollar Portfolio ("Portfolio"), an open-end
management investment company with substantially the same investment objective,
limitations and policies as the Fund. The Portfolio may serve as the investment
vehicle for different entities that have the same investment objective and
policies as the Fund. By investing in the Portfolio rather than maintaining its
own portfolio of securities, the Fund would expect to realize certain economies
of scale that would arise as additional investors invest their assets in the
Portfolio. There is no assurance that institutional investors will invest in the
Portfolio or that any of these expected benefits would actually be realized by
the Fund. Implementation of this new operating structure will only occur upon
approval of the Board.
Prospectus Page 11
<PAGE>
GT GLOBAL DOLLAR FUND
HOW TO INVEST
- --------------------------------------------------------------------------------
GENERAL. The Fund is authorized to issue three classes of shares. Class A shares
are sold to investors with no sales charge, while Class B shares may be obtained
only through an exchange of Class B shares of other GT Global Mutual Funds,
except with respect to investors participating in the Portfolio Rebalancing
Program described below. See "Alternative Purchase Plan." The third class of
shares of the Fund, the Advisor Class, may be offered through a separate
prospectus only to certain investors.
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received before the
close of regular trading on the New York Stock Exchange ("NYSE") (currently 4:00
p.m. Eastern time, unless weather, equipment failure or other factors contribute
to an earlier closing time) on any Business Day will be executed at the Fund's
net asset value per share determined that day, provided Federal Funds, as
defined below, become available to the Fund that day. A "Business Day" is any
day Monday through Friday on which the NYSE is open for business. The minimum
initial investment is $500 ($100 for IRAs and $25 for custodial accounts under
Section 403(b)(7) of the Internal Revenue Code of 1986, as amended ("Code"), and
other tax-qualified employer-sponsored retirement accounts, if made under a
systematic investment plan providing for monthly payments of at least that
amount), and the minimum for additional purchases is $100 (with a $25 minimum
for IRAs, Code Section 403(b)(7) custodial accounts and other tax-qualified
employer-sponsored retirement accounts, as mentioned above). Prior to receipt of
Federal Funds, an investor's money will not be invested. "Federal Funds" are
monies held on deposit at a Federal Reserve Bank which are available for the
Fund's immediate use. Purchases by check or negotiable bank draft normally take
two business days to be converted into Federal Funds. Shares begin accruing
income dividends on the day following the date of purchase. THE FUND AND GT
GLOBAL RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND TO SUSPEND THE
OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Fund and GT Global
may reject purchase orders or exchanges by investors who appear to follow, in
the Manager's judgement, a market-timing strategy or otherwise engage in
excessive trading. See "How to Make Exchanges -- Limitations on Purchase Orders
and Exchanges."
PURCHASES THROUGH BROKER/DEALERS. Shares of the Fund may be purchased through
broker/dealers with which GT Global has entered into dealer agreements. Orders
received by such broker/dealers before the close of regular trading on the NYSE
on a Business Day will be effected that day if Federal Funds are available to
the Fund that day, provided that such order is transmitted to the Transfer Agent
prior to its close of business on such day. The broker/dealer will be
responsible for forwarding the investor's order to the Transfer Agent so that it
will be received prior to such time. After an initial investment is made and a
shareholder account is established through a broker/dealer, at the investor's
option subsequent purchases may be made directly through GT Global. See
"Shareholder Account Manual."
Broker/dealers that do not have dealer agreements with GT Global also may offer
to place orders for the purchase of shares. Purchases made through such
broker/dealers will be effected at the net asset value next determined after the
order is received by the Transfer Agent and Federal Funds are available to the
Fund. Such a broker/dealer may charge the investor a transaction fee as
determined by the broker/dealer. That fee may be avoided if shares are purchased
through a broker/dealer which has a dealer agreement with GT Global or directly
through GT Global.
PURCHASES THROUGH THE DISTRIBUTOR. Investors may purchase shares and open an
account directly through GT Global, the Fund's distributor, by completing and
signing an Account Application accompanying this Prospectus. Investors should
mail to the Transfer Agent the completed Application together with a check to
cover the purchase in accordance with the instructions provided in the
Shareholder Account Manual. Purchases will be executed at the net asset value
next determined after the Transfer Agent has received the Account Application
and check, and Federal Funds become available to the Fund. Subsequent
investments do not need to be accompanied by an application.
Investors also may purchase shares of the Fund through GT Global by bank wire.
Bank wire purchases will be effected at the net asset value next determined
after the bank wire is received. A wire
Prospectus Page 12
<PAGE>
GT GLOBAL DOLLAR FUND
investment is considered received when the Transfer Agent is notified that the
bank wire has been credited to the Fund. The investor is responsible for
providing prior telephone or facsimile notice to the Transfer Agent that a bank
wire is being sent. An investor's bank may charge a service fee for wiring money
to the Fund. The Transfer Agent currently does not charge a service fee for
facilitating wire purchases, but reserves the right to do so in the future.
Investors desiring to open an account by bank wire should call the Transfer
Agent at the appropriate toll-free number provided in the Shareholder Account
Manual to obtain an account number and detailed instructions.
CERTIFICATES. In the interest of economy and convenience, the Fund does not
issue physical certificates representing its shares. Shares of the Fund are
recorded on a register by the Transfer Agent, and shareholders have the same
rights of ownership as if certificates had been issued to them.
AUTOMATIC INVESTMENT PLAN. Investors may purchase Class A shares of the Fund
through the GT Global Automatic Investment Plan. Under this Plan, an amount
specified by the shareholder of $100 or more (or $25 or more for IRAs, Code
Section 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Fund. To
participate in the Automatic Investment Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their broker/ dealers or GT Global for more
information.
PORTFOLIO REBALANCING PROGRAM. The GT Global Portfolio Rebalancing Program
("Program") permits eligible shareholders to establish and maintain an
allocation across a range of GT Global Mutual Funds. The Program automatically
rebalances holdings of GT Global Mutual Funds to the established allocation on a
periodic basis. Under the Program, a shareholder may predesignate, on a
percentage basis, how the total value of his or her holdings in a minimum of
two, and a maximum of ten, GT Global Mutual Funds ("Personal Portfolio") is to
be rebalanced on a monthly, quarterly, semiannual, or annual basis.
Rebalancing under the Program will be effected through the exchange of shares of
one or more GT Global Mutual Funds in the shareholder's Personal Portfolio for
shares of the same class(es) of one or more other GT Global Mutual Funds in the
shareholder's Personal Portfolio. See "How to Make Exchanges." If shares of the
Funds in a shareholder's Personal Portfolio have appreciated during a
rebalancing period, the Program will result in shares of Fund(s) that have
appreciated most during the period being exchanged for shares of Fund(s) that
have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR TAX PURPOSES.
See "Dividends and Federal Income Taxation." Participation in the Program does
not assure that a shareholder will profit from purchases under the Program nor
does it prevent or lessen losses in a declining market.
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and GT Global reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain broker/ dealers may
charge a fee for establishing accounts relating to the Program. Investors should
contact their broker/dealers or GT Global for more information.
Prospectus Page 13
<PAGE>
GT GLOBAL DOLLAR FUND
HOW TO MAKE EXCHANGES
- --------------------------------------------------------------------------------
Fund shares may be exchanged for shares of the same class of any of the other GT
Global Mutual Funds, based on their respective net asset values, provided that
the registration remains identical. For Class A shares, a sales load will apply
to exchanges from the Fund into other GT Global Mutual Funds; however, no sales
load will be charged if the exchanged shares were acquired as a result of a
previous exchange from another GT Global Mutual Fund. The exchange of Class B
shares will not be subject to a contingent deferred sales charge. EXCHANGES ARE
NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR LOSS, AS THE
CASE MAY BE, FOR TAX PURPOSES. See "Dividends and Federal Income Taxation." In
addition to the Fund, the GT Global Mutual Funds currently include:
-- GTGLOBAL AMERICA SMALL CAP GROWTH FUND
-- GT GLOBAL AMERICA MID CAP GROWTH FUND
-- GT GLOBAL AMERICA VALUE FUND
-- GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
-- GT GLOBAL EMERGING MARKETS FUND
-- GT GLOBAL EUROPE GROWTH FUND
-- GT GLOBAL FINANCIAL SERVICES FUND
-- GT GLOBAL GOVERNMENT INCOME FUND
-- GT GLOBAL GROWTH & INCOME FUND
-- GT GLOBAL HEALTH CARE FUND
-- GT GLOBAL HIGH INCOME FUND
-- GT GLOBAL INFRASTRUCTURE FUND
-- GT GLOBAL INTERNATIONAL GROWTH FUND
-- GT GLOBAL JAPAN GROWTH FUND
-- GT GLOBAL LATIN AMERICA GROWTH FUND
-- GT GLOBAL NATURAL RESOURCES FUND
-- GT GLOBAL NEW PACIFIC GROWTH FUND
-- GT GLOBAL STRATEGIC INCOME FUND
-- GT GLOBAL TELECOMMUNICATIONS FUND
-- GT GLOBAL WORLDWIDE GROWTH FUND
Up to four exchanges each year may be made without charge. A $7.50 service
charge will be imposed on each subsequent exchange. If an investor does not
surrender all of his or her shares in an exchange, the remaining balance in the
investor's account after the exchange must be at least $500. Exchange requests
received in good order by the Transfer Agent before the close of regular trading
on the NYSE on any Business Day will be processed at the net asset value
determined that day. The terms of the exchange offer may be modified at any
time, on 60 days' prior written notice.
An investor interested in making an exchange should contact his or her
broker/dealer or the Transfer Agent to request the prospectus of the other GT
Global Mutual Fund(s) being considered. Certain broker/dealers may charge a fee
for handling exchanges.
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her broker/dealer or to the Transfer Agent by telephone at the appropriate
toll-free number provided in the Shareholder Account Manual. Shareholders
automatically have telephone privileges to authorize exchanges. The Fund, GT
Global and the Transfer Agent will not be liable for any loss or damage for
acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Fund employs reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the investor's
broker/dealer or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The GT Global Mutual Funds are not
intended to serve as vehicles for frequent trading in response to short-term
fluctuations in the market. Due to the disruptive effect that market-timing
investment strategies and excessive trading can have on efficient portfolio
management, each GT Global Mutual Fund and GT Global reserves the right to
refuse purchase orders and exchanges by any person or group, if, in the
Manager's judgment, such person or group was following a market-timing strategy
or was otherwise engaging in excessive trading.
In addition, each GT Global Mutual Fund and GT Global reserves the right to
refuse purchase orders and exchanges by any person or group if, in the Manager's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although a GT Global Mutual Fund will attempt
to give investors prior notice whenever it is reasonably able to do so, it may
impose the above restrictions at any time.
Finally, as described above, the Fund and GT Global reserve the right to reject
any purchase order.
Prospectus Page 14
<PAGE>
GT GLOBAL DOLLAR FUND
HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
As described below, Class A shares of the Fund may be redeemed without charge at
net asset value. Class B shares of the Fund may be redeemed at their net asset
value (subject to any applicable CDSC). A shareholder's holding period of such
Class B shares of the Fund, as well as his holding period of Class B shares of
any other GT Global Mutual Fund exchanged to purchase Class B shares of the
Fund, would be credited for purposes of measuring the CDSC. Except for investors
participating in the Portfolio Rebalancing Program, Class B shares may be
obtained only through an exchange of Class B shares of other GT Global Mutual
Funds. Shareholders with broker/dealers that sell shares may redeem shares
through such broker/dealers; if the shares are held in the broker/ dealer's
"street name," the redemption must be made through the broker/dealer. Other
shareholders may redeem shares through the Transfer Agent. If a redeeming
shareholder owns both Class A and Class B shares of the Fund, Class A shares
will be redeemed first unless the shareholder specifically requests otherwise.
Shareholders also may redeem shares by writing checks against their Fund
accounts. Redemption requests received in good order before the close of regular
trading on the NYSE on any Business Day will be effected at the net asset value
calculated on that day.
Class B shares of the Fund that are redeemed will not be subject to a CDSC to
the extent that the value of such shares represents: (1) reinvestment of
dividends or (2) shares redeemed more than six years after their purchase.
Redemptions of most other Class B shares will be subject to a CDSC. See
"Contingent Deferred Sales Charge Waivers." The amount of any applicable CDSC
will be calculated by multiplying the lesser of the original purchase price or
the net asset value of such shares at the time of redemption by the applicable
percentage shown in the table below. For purposes of this calculation, the Fund
will consider the original purchase price of the shares exchanged to purchase
Class B shares of the Fund.
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE OF THE
LESSER OF NET ASSET VALUE AT
REDEMPTION
OR THE ORIGINAL
REDEMPTION DURING PURCHASE PRICE
- ------------------------------ -----------------------------
<S> <C>
1st Year Since Purchase....... 5%
2nd Year Since Purchase....... 4%
3rd Year Since Purchase....... 3%
4th Year Since Purchase....... 3%
5th Year Since Purchase....... 2%
6th year Since Purchase....... 1%
Thereafter.................... 0%
</TABLE>
In determining whether a CDSC is applicable it will be assumed that the
redemption is made first of amounts representing shares acquired pursuant to the
reinvestment of dividends; then of amounts representing the cost of shares
purchased seven years or more prior to the redemption; and finally, of amounts
representing the cost of shares held for the longest period of time within the
applicable six-year period.
For example, assume an investor purchases 100 Class B shares of another GT
Global Mutual Fund at $10 per share for a cost of $1,000. Subsequently, the
shareholder acquired 15 additional shares of that Fund through dividend
reinvestment. The investor then decides to exchange his shares of the other GT
Global Mutual Fund for Class B shares of the Fund. At the time of exchange, the
original Fund's shares had a net asset value of $11 per share, for a total value
of $1,265. Accordingly, the investor acquires 1,265 shares of the Fund. The
shareholder then acquires 50 additional shares of the Fund through dividend
reinvestment. Subsequently, in the third year after the original purchase, the
investor decides to redeem $500 of his or her investment. The CDSC would not be
applied to the value of any of the reinvested dividend shares. Therefore, $185
of the $500 redemption proceeds ($500 minus $315) would be charged at a rate of
3% (the applicable rate in the third year after purchase) for a total contingent
deferred sales charge of $5.55.
CONTINGENT DEFERRED SALES CHARGE WAIVERS. The contingent deferred sales charge
will be waived
Prospectus Page 15
<PAGE>
GT GLOBAL DOLLAR FUND
for (1) exchanges, as described below; (2) redemptions in connection with the
Fund's systematic withdrawal plan not in excess of 12% of the value of the
account annually; (3) total or partial redemptions made within one year
following the death or disability of a shareholder; (4) minimum required
distributions made in connection with a GT Global IRA, self-employed individual
retirement plan, Code Section 403(b)(7) custodial account or other retirement
plan following attainment of age 70 1/2; (5) total or partial redemptions
resulting from a distribution following retirement in the case of a
tax-qualified employer-sponsored retirement plan; (6) when a redemption results
from a tax-free return of an excess contribution pursuant to Section 408(d)(4)
or (5) of the Code or from the death or disability of the employee; (7) a
one-time reinvestment in Class B shares of the Fund within 180 days of a prior
redemption; (8) redemptions pursuant to the Fund's right to liquidate a
shareholder's account involuntarily; (9) redemptions pursuant to distributions
from a tax-qualified employer-sponsored retirement plan, which is invested in GT
Global Mutual Funds, which are permitted to be made without penalty pursuant to
the Code (other than tax-free rollovers or transfers of assets) and the proceeds
of which are reinvested in Fund shares; (10) redemptions made in connection with
participant-directed exchanges between options in an employer-sponsored benefit
plan; (11) redemptions made for the purpose of providing cash to fund a loan to
a participant in a tax-qualified retirement plan; (12) redemptions made in
connection with a distribution from any retirement plan or account that is
permitted in accordance with the provisions of Section 72(t)(2) of the Code and
the regulations promulgated thereunder; (13) redemptions made in connection with
a distribution from any retirement plan or account that involves the return of
an excess deferral amount pursuant to Sections 401(k)(8) or 402(g)(2) of the
Code or the return of excess aggregate contributions pursuant to Section
401(m)(6) of the Code; (14) redemptions made in connection with a distribution
(from a qualified profit-sharing or stock bonus plan described in Section 401(k)
of the Code) to a participant or beneficiary under Section 401(k)(2)(B)(IV) of
the Code upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2); and (15) redemptions made by or for the
benefit of certain states, counties or cities, or any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
REDEMPTIONS THROUGH BROKER/DEALERS. Shareholders with accounts at broker/dealers
which sell shares of the Fund may submit redemption requests to such
broker/dealers. If the shares are held in the broker/dealer's "street name," the
redemption must be made through the broker/dealer. Broker/ dealers may honor a
redemption request either by repurchasing shares from a redeeming shareholder at
the net asset value next computed after the broker/dealer receives the request
or, as described below, by forwarding such requests to the Transfer Agent (see
"How to Redeem Shares -- Redemptions Through the Transfer Agent"). Redemption
proceeds normally will be paid by check or, if offered by the broker/dealer,
credited to the shareholder's brokerage account at the election of the
shareholder. Broker/dealers may impose a service charge for handling redemption
transactions placed through them and may have other requirements concerning
redemptions. Accordingly, shareholders should contact their broker/ dealers for
more details.
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value next determined after the Transfer Agent has
received the request and any required supporting documentation (less any
applicable contingent deferred sales charge for Class B shares). Redemption
requests will not require a signature guarantee if the redemption proceeds are
to be sent either: (i) to the redeeming shareholder at the shareholder's address
of record as maintained by the Transfer Agent, provided the shareholder's
address of record has not been changed in the preceding thirty days; or (ii)
directly to a pre-designated bank, savings and loan or credit union account
("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS MUST BE ACCOMPANIED BY
A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S SIGNATURE. A signature
guarantee can be obtained from any bank, U.S. trust company, a member firm of a
U.S. stock exchange or a foreign branch of any of the foregoing or other
eligible guarantor institution. A notary public is not an acceptable guarantor.
A shareholder with questions concerning the Fund's signature guarantee
requirement should contact the Transfer Agent.
Prospectus Page 16
<PAGE>
GT GLOBAL DOLLAR FUND
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $1,000. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee for each wire redemption sent, but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
THIRTY DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, GT Global and the Transfer Agent will not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding thirty days, a signature guarantee
is required.
CHECKWRITING. Shareholders may redeem Class A shares of the Fund by writing
checks, a supply of which may be obtained through the Transfer Agent, against
their Fund accounts. The minimum check amount is $300. When the check is
presented to the Transfer Agent for payment, the Transfer Agent will cause the
Fund to redeem a sufficient number of Class A shares to cover the amount of the
check. This procedure enables the shareholder to continue receiving dividends on
those shares until such time as the check is presented to the Transfer Agent for
payment. Cancelled checks are not returned; however, shareholders may obtain
photocopies of their cancelled checks upon request. If a Class A shareholder
does not own sufficient Class A shares to cover a check, the check will be
returned to the payee marked "not sufficient funds." Checks written in amounts
less than $300 also will be returned. The Fund and the Transfer Agent reserve
the right to terminate or modify the checkwriting service at any time or to
impose a service charge in connection therewith.
Because the aggregate amount of Class A shares owned by a shareholder is likely
to change each day, shareholders should not attempt to redeem all Class A shares
held in their accounts by using the check redemption procedure. Charges may be
imposed for specially imprinted checks, business checks, copies of cancelled
checks, stop payment orders, checks returned "not sufficient funds" and checks
returned because they are written for less than $300; these charges will be paid
by redeeming automatically an appropriate number of Class A shares.
Class A shareholders who are interested in checkwriting should obtain the
necessary forms by calling the Transfer Agent at the number provided in the
Shareholder Account Manual. Checkwriting generally is not available to persons
who hold Class A shares in tax-deferred retirement plan accounts.
Checkwriting is not available to redeem Class B shares of the Fund.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may participate in the GT Global Systematic Withdrawal Plan. A
participating shareholder will receive monthly, quarterly or annual redemptions
of Fund shares with respect to either Class A or Class B shares. No contingent
deferred sales charge will be imposed on redemptions made under the Systematic
Withdrawal Plan. The minimum withdrawal amount is $100. The amount or percentage
a participating shareholder specifies to be redeemed may
Prospectus Page 17
<PAGE>
GT GLOBAL DOLLAR FUND
not, on an annualized basis, exceed 12% of the value of the account, as of the
time the shareholder elects to participate in the Systematic Withdrawal Plan. To
participate in the Systematic Withdrawal Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their broker/dealers or the Transfer Agent
for more information.
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt about what documents are required should contact
his or her broker/dealer or the Transfer Agent.
Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone or by mail will be made promptly after
receipt of a redemption request, if in good order, but not later than seven days
after the date the request is executed. Requests for redemption which are
subject to any special conditions or which specify a future or past effective
date cannot be accepted.
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good payment, the Fund may delay payment of redemption proceeds
until it has assured itself that good payment has been collected for the
purchase of the shares. In the case of purchases by check, it can take up to 10
business days to confirm that the check has cleared and good payment has been
received. Redemption proceeds will not be delayed when shares have been paid for
by wire or when the investor's account holds a sufficient number of shares for
which funds already have been collected.
The Fund may redeem the shares of any shareholder whose account is reduced to
less than $500 in net asset value through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase his or her holdings to an aggregate amount of $500 or more (with a
minimum purchase of $100 or more).
Prospectus Page 18
<PAGE>
GT GLOBAL DOLLAR FUND
SHAREHOLDER ACCOUNT MANUAL
- --------------------------------------------------------------------------------
Shareholders are encouraged to place purchase, exchange and redemption orders
through their broker/dealers. Shareholders also may place such orders directly
through GT Global in accordance with this Manual. See "How to Invest," "How to
Make Exchanges," "How to Redeem Shares" and "Dividends and Federal Income
Taxation--Taxes" for more information.
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
INVESTMENTS BY MAIL
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
GT Global
P.O. Box 7345
San Francisco, California 94120-7345
INVESTMENTS BY BANK WIRE
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE SUCH AN INVESTOR MUST SEND A
COMPLETED ACCOUNT APPLICATION CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER
IDENTIFICATION NUMBER TO GT GLOBAL AT THE ADDRESS PROVIDED ABOVE UNDER
"INVESTMENTS BY MAIL." Wire instructions must state Fund name, class of shares,
shareholder's registered name and account number. Bank wires should be sent
through the Federal Reserve Bank Wire System to:
WELLS FARGO BANK N.A.
ABA 121000248
Attn: GT GLOBAL
Account No. 4023-050701
EXCHANGES BY TELEPHONE
Call GT Global at 1-800-223-2138
EXCHANGES BY MAIL
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the GT Global Mutual Fund exchanging into,
shareholder's registered name and account number, to:
GT Global
P.O. Box 7893
San Francisco, California 94120-7893
REDEMPTIONS BY TELEPHONE
Call GT Global at 1-800-223-2138
REDEMPTIONS BY MAIL
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
GT Global
P.O. Box 7893
San Francisco, California 94120-7893
OVERNIGHT MAIL
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, comply with the above
instructions but send to the following:
GT Global Investor Services
California Plaza
2121 N. California Boulevard
Suite 450
Walnut Creek, California 94596
ADDITIONAL QUESTIONS
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call GT Global at 1-800-223-2138.
Prospectus Page 19
<PAGE>
GT GLOBAL DOLLAR FUND
CALCULATION OF NET ASSET VALUE
- --------------------------------------------------------------------------------
The Fund intends to use its best efforts to maintain its net asset value at
$1.00 per share. There can be no assurance, however, that the Fund will be able
to maintain a stable price of $1.00 per share. The value of each share of the
Fund is computed by dividing its net assets by the number of its outstanding
shares. "Net assets" equal the value of the Fund's investments and other assets
less its liabilities. The Fund calculates its net asset value as of the close of
regular trading on the NYSE (currently 4:00 p.m. Eastern time, unless weather,
equipment failure or other factors contribute to an earlier closing time) each
Business Day. Net asset value is determined separately for each class of the
Fund's shares.
The Fund values its portfolio securities using the amortized cost method of
valuation, pursuant to which the market value of an instrument is approximated
by amortizing the difference between the acquisition cost and value at maturity
of the instrument on a straight-line basis over its remaining life. All cash,
receivables and current payables are carried at their face value. Other assets,
if any, are valued at fair value as determined in good faith by or under the
direction of the Board.
- --------------------------------------------------------------------------------
DIVIDENDS AND
FEDERAL INCOME TAXATION
- --------------------------------------------------------------------------------
DIVIDENDS. Dividends are declared daily and paid monthly from the Fund's net
investment income and any realized net short-term capital gain (the excess of
short-term capital gains over short-term capital losses). The Fund's net
investment income includes accrued interest and earned discount (including both
original issue and market discounts), less amortization of premium and
applicable expenses. Fund shares begin to earn dividends on the day following
the day on which Federal Funds become available. Dividends paid by the Fund with
respect to all classes of its shares are calculated in the same manner and at
the same time. The per share dividends on Class B shares will be lower than per
share dividends on Class A shares as a result of the higher service and
distribution fees applicable to the Class B shares; the per share dividends on
both such classes of shares will be lower than the per share dividends on the
Advisor Class shares as a result of the absence of any service and distribution
fees applicable to Advisor Class shares.
Dividends are automatically reinvested in Fund shares of the distributing class
unless the investor has elected to receive them in cash. Cash payments may be
elected on the Account Application located at the end of this Prospectus or
through the investor's broker. Reinvestments in the corresponding class of
shares of another GT Global Mutual Fund may only be directed to an account with
the identical shareholder registration and account number. An election to
receive dividends in additional shares or in cash may be changed at any time,
but, to be effective for a particular dividend, the investor or the investor's
broker must notify the Transfer Agent at least fifteen Business Days prior to
the payment date. Shares earn dividends on the day of redemption. THE FEDERAL
INCOME TAX STATUS OF DIVIDENDS IS THE SAME WHETHER THEY ARE RECEIVED IN CASH OR
REINVESTED IN ADDITIONAL SHARES.
The Fund does not expect to realize long-term capital gain and thus does not
anticipate payment of any capital gain distributions.
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that the Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
Prospectus Page 20
<PAGE>
GT GLOBAL DOLLAR FUND
of net investment income and any net short-term capital gain) that is
distributed to its shareholders. Such distributions are taxable to the Fund's
shareholders as ordinary income to the extent of its earnings and profits,
whether they are received in cash or reinvested in additional shares.
The Fund provides federal tax information to its shareholders annually,
including information about dividends paid during the preceding year.
The Fund must withhold 31% of all dividends payable to any individuals and
certain other noncorporate shareholders who (i) have not furnished to the Fund a
correct taxpayer identification number or a properly completed claim for
exemption on Form W-8 or W-9 or (ii) otherwise are subject to backup
withholding.
Taxpayer identification numbers may be furnished on the Account Application
provided at the end of this Prospectus. Fund accounts opened via a bank wire
purchase (see "How to Invest -- Purchases Through the Distributor") are
considered to have uncertified taxpayer identification numbers unless a
completed Form W-8 or W-9 or Account Application is received by the Transfer
Agent within seven days after the purchase. A shareholder should contact the
Transfer Agent if the shareholder is uncertain whether a proper taxpayer
identification number is on file with the Fund.
The foregoing is only a summary of some of the important federal income tax
considerations generally affecting the Fund and its shareholders. See "Dividends
and Taxes" in the Statement of Additional Information for a further discussion.
There may be other federal, state, local or foreign tax considerations
applicable to a particular investor. Prospective investors are therefore urged
to consult their tax advisers.
- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------
The Board has overall responsibility for the operation of the Fund. Pursuant to
such responsibility, the Board has approved contracts with various financial
organizations to provide, among other things, day to day management services
required by the Fund.
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by Chancellor LGT
Asset Management, Inc. (the "Manager") as the Fund's investment manager and
administrator include, but are not limited to, determining the composition of
the Fund's portfolio and placing orders to buy, sell or hold particular
securities; furnishing corporate officers and clerical staff; providing office
space, services and equipment; and supervising all matters relating to the
Fund's operation. For these services, the Fund pays the Manager management and
administration fees, computed daily and paid monthly, at the annualized rate of
0.50% of the Fund's average daily net assets. The Manager and GT Global have
voluntarily undertaken to limit the Fund's expenses (exclusive of brokerage
commissions, interest, taxes and extraordinary expenses) to the annual rate of
1.00% and 1.75% of the average daily net assets of the Fund's Class A and Class
B shares, respectively. This undertaking may be changed or eliminated in the
future.
The Manager also serves as the Fund's pricing and accounting agent. For these
services, the Manager receives a fee at an annual rate derived by applying 0.03%
to the first $5 billion of assets of GT Global Mutual Funds and 0.02% to the
assets in excess of $5 billion, and allocating the result according to each
Fund's average daily net assets.
The Manager provides investment management and/or administration services, to
the GT Global Mutual Funds. The Manager and its worldwide asset management
affiliates have provided investment management and/or administration services to
institutional, corporate and individual clients around the world since 1969. The
U.S. offices of the Manager are located at 50 California Street, 27th Floor, San
Francisco, CA 94111 and 1166 Avenue of the Americas, New York, NY 10036.
The Manager and its worldwide affiliates, including LGT Bank in Liechtenstein,
formerly Bank in Liechtenstein, compose Liechtenstein Global Trust, formerly BIL
GT Group Limited. Liechtenstein Global Trust is a provider of global asset
management and private banking products and services to individual and
institutional investors. Liechtenstein Global Trust is controlled by the Prince
of Liechtenstein Foundation, which serves as a
Prospectus Page 21
<PAGE>
GT GLOBAL DOLLAR FUND
parent organization for the various business enterprises of the Princely Family
of Liechtenstein. The principal business address of the Prince of Liechtenstein
Foundation is Herrengasse 12, FL-9490, Vaduz, Liechtenstein.
As of December 31, 1996, the Manager and its worldwide asset management
affiliates managed approximately $62 billion. In the United States, as of
December 31, 1996, the Manager managed or administered approximately $10 billion
of GT Global Mutual Funds. As of December 31, 1996, assets entrusted to
Liechtenstein Global Trust totalled approximately $84 billion.
On October 31, 1996, Chancellor Capital Management, Inc. ("Chancellor Capital")
merged with LGT Asset Management, Inc. and the resulting entity was named
Chancellor LGT Asset Management, Inc. As of September 30, 1996, Chancellor
Capital and its affiliates, based in New York, were the 15th largest independent
investment manager in the United States with approximately $33 billion in assets
under management. Chancellor Capital specialized in public and private U.S.
equity and bond portfolio management for over 300 U.S. institutional clients.
In addition to the investment resources of its San Francisco and New York
offices, the Manager draws upon the expertise, personnel, data and systems of
other offices of Liechtenstein Global Trust, including investment offices in
Frankfurt, Hong Kong, London, Singapore, Sydney, Tokyo, and Toronto. In managing
the GT Global Mutual Funds, the Manager employs a team approach, taking
advantage of its investment resources around the world in seeking to achieve
each Fund's investment objective. Many of the GT Global Mutual Funds' portfolio
managers are natives of the countries in which they invest, speak local
languages and/or live or work in the markets they follow.
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
RESPONSIBILITIES FOR BUSINESS EXPERIENCE
NAME/OFFICE THE FUND LAST FIVE YEARS
- ------------------------------ ------------------------ ------------------------------------------------------------
<S> <C> <C>
John W. Geissinger Portfolio Manager since Mr. Geissinger has been a Senior Portfolio Manager and Head
New York 1997 of Investment Grade Fixed Income Group for the Manager
since 1993. Prior thereto, Mr. Geissinger was a Portfolio
Manager at the Putnam Companies from 1987 until 1993.
Heidi Koch Portfolio Manager since Ms. Koch has been a Portfolio Manager for the Manager since
1997 1991.
</TABLE>
------------------------
Prior to October 31, 1996, Mr. Geissinger and Ms. Koch were employees of
Chancellor Capital.
In placing orders for the Fund's portfolio transactions, the Manager seeks to
obtain the best net results. Consistent with its obligation to obtain the best
net results, the Manager may consider a dealer's sale of shares of the GT Global
Mutual Funds as a factor in considering through whom portfolio transactions will
be effected.
DISTRIBUTION OF FUND SHARES. GT Global is the distributor of the Fund's Class A
and Class B shares. Like the Manager, GT Global is a subsidiary of Liechtenstein
Global Trust with offices at 50 California Street, 27th Floor, San Francisco,
California 94111.
GT Global, at its own expense, may provide promotional incentives to
broker/dealers that sell shares of the Fund and/or shares of the other GT Global
Mutual Funds. In some instances additional compensation or promotional
incentives may be offered to broker/dealers that have sold or may sell
significant amounts of shares during specified periods of time. Such
compensation and incentives may include, but are not limited to, cash,
merchandise, trips and financial assistance to broker/dealers in connection with
preapproved conferences or seminars, sales or training programs for invited
sales personnel, payment for travel expenses (including meals and lodging)
incurred by sales personnel and members of their families or other invited
guests to various locations for such seminars or training programs, seminars for
the public, advertising and sales campaigns regarding one or more of the GT
Global Mutual Funds, and/ or other events sponsored by the broker/dealers. In
addition, GT Global makes ongoing payments to brokerage firms, financial
institutions (including
Prospectus Page 22
<PAGE>
GT GLOBAL DOLLAR FUND
banks) and others that facilitate the administration and servicing of
shareholder accounts.
Under a plan of distribution adopted by the Company's Board of Directors
pursuant to Rule 12b-1 under the 1940 Act, with respect to the Fund's Class A
shares ("Class A Plan"), the Fund may pay GT Global a service fee at the
annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class A shares for its expenditures incurred in servicing and maintaining
shareholder accounts, and may pay GT Global a distribution fee at the annualized
rate of up to 0.25% of the average daily net assets of the Fund's Class A
shares, less any amounts paid by the Fund as the aforementioned service fee, for
its expenditures incurred in providing services as distributor. All expenses for
which GT Global is reimbursed under the Class A Plan will have been incurred
within one year of such reimbursement.
Pursuant to a separate plan of distribution adopted with respect to the Fund's
Class B shares ("Class B Plan"), the Fund may pay GT Global a service fee at the
annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class B shares for its expenditures incurred in servicing and maintaining
shareholder accounts, and may pay GT Global a distribution fee at the annualized
rate of up to 0.75% of the average daily net assets of the Fund's Class B shares
for its expenditures incurred in providing services as distributor. GT Global
does not currently intend to seek reimbursement of any amounts under the Class A
Plan, or of amounts in excess of 0.75% of average daily net assets, under the
Class B Plan. Expenses incurred under the Class B Plan in excess of 1.00%
annually may be carried forward for reimbursement in subsequent years as long as
that plan continues in effect. GT Global's service and distribution expenses
include the payment of ongoing commissions; the cost of any additional
compensation paid by GT Global to brokers and dealers; the costs of printing and
mailing to prospective investors prospectuses and other materials relating to
the Fund; the costs of developing, printing, distributing and publishing
advertisements and other sales literature; and allocated costs relating to GT
Global's distribution activities, including among other things, employee
salaries, bonuses and other overhead expenses. In addition, its expenses under
the Class B Plan include interest on any unreimbursed amounts carried forward
thereunder.
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, GT Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. Banks and broker/ dealer affiliates of banks also may
execute dealer agreements with GT Global for the purpose of selling shares of
the Fund. If a bank were prohibited from so acting, its shareholder clients
would be permitted to remain shareholders, and alternative means for continuing
the servicing of such shareholders would be sought. It is not expected that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
STATEMENTS AND REPORTS TO SHAREHOLDERS. Shareholders receive monthly statements
from the Transfer Agent detailing account transactions, such as an additional
investment, redemption or the payment of a dividend or distribution. Shortly
after the end of the Fund's fiscal year on December 31 and fiscal half-year on
June 30 of each year, shareholders receive an annual and semiannual report,
respectively. These reports list the securities held by the Fund and contain the
Fund's financial statements. In addition, the federal income status of dividends
paid by the Fund to its shareholders is reported after the end of each fiscal
year on Form 1099-DIV. Under certain circumstances, duplicate mailings of the
foregoing reports to the same household may be consolidated.
ORGANIZATION. The Company was organized as a Maryland corporation in 1981 and is
registered with the SEC as an open-end diversified management investment
company. From time to time, the Board of Directors may, at its discretion,
establish additional funds, each corresponding to a distinct
Prospectus Page 23
<PAGE>
GT GLOBAL DOLLAR FUND
investment portfolio and a distinct series of the Company's common stock.
Pursuant to the Company's Articles of Amendment and Restatement, the Company may
issue two billion shares. Of this number, one billion five hundred million
shares have been classified as shares of the Fund; five hundred million shares
have been classified as Class A shares, five hundred million have been
classified as Class B shares, and five hundred million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time at the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.001 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and other distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
at the discretion of the Board of Directors. Each Class A, Class B and Advisor
Class share of the Fund is equal as to earnings, assets and voting privileges
except as noted below, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Fund when issued are fully paid and
nonassessable.
Fund shares are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights. Shares may be voted on the election of Directors and on
other matters submitted to the vote of Fund shareholders. If one or more
additional funds were established, on any matter submitted to a vote of
shareholders, shares of each fund would be voted by that fund's shareholders
individually when the matter affected the specific interest of that fund only,
such as approval of that fund's investment advisory arrangements. In addition,
each class of shares has exclusive voting rights with respect to its
distribution plan. The shares of all the Company's funds would be voted in the
aggregate on other matters, such as the election of Directors and ratification
of the Directors' selection of the Company's independent accountants.
The Company normally will not hold meetings of shareholders except as required
under the 1940 Act. The Company would be required to hold a shareholders'
meeting in the event that at any time less than a majority of the Directors
holding office had been elected by shareholders. Directors shall continue to
hold office until their successors are elected and have qualified. Shares of the
Company do not have cumulative voting rights, which means that the holders of a
majority of the shares voting for the election of Directors can elect all the
Directors. A Director may be removed upon a majority vote of the shareholders
qualified to vote in the election. Shareholders holding 10% of the Company's
outstanding voting securities may call a meeting of shareholders for the purpose
of voting upon the question of removal of any Director or for any other purpose.
The 1940 Act requires the Company to assist shareholders in calling such a
meeting.
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund at
(800) 223-2138 or by writing to the Fund at 50 California Street, 27th Floor,
San Francisco, California 94111.
PERFORMANCE INFORMATION. From time to time the Fund may advertise its "yield"
and "effective yield" in advertisements or promotional materials ("Performance
Advertisements"). Both yield and effective yield are calculated separately for
Class A, Class B and Advisor Class shares of the Fund. Both yield figures are
based on historical earnings and are not intended to indicate future
performance. It can be expected that these yields will fluctuate substantially.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be reinvested. The "effective yield" will be slightly
higher than the "yield" because of the compounding effect of this assumed
reinvestment. The Fund's "yield" and "effective yield" may reflect expenses
after reimbursement pursuant to an undertaking that may be in effect. See
"Management." The Statement of Additional Information describes the methods used
to calculate the Fund's yield and effective yield.
In Performance Advertisements, the Fund may quote its average annual total
return ("Standardized Return"). Standardized Return is calculated separately for
each class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five-, and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year
Prospectus Page 24
<PAGE>
GT GLOBAL DOLLAR FUND
period has not yet elapsed, data will be provided as to the end of a shorter
period corresponding to the life of the Fund. Standardized Return assumes
reinvestment of all dividends and capital gain distributions.
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return; it assumes reinvestment of all dividends and capital gain
distributions. Non-Standardized Return may be quoted for the same or different
periods as those for which Standardized Return is quoted; it may consist of an
aggregate or average annual percentage rate of return, actual year-by-year rates
or any combination thereof. Non-Standardized Return may or may not take sales
charges into account; performance data calculated without taking the effect of
sales charges into account will be higher than data including the effect of such
charges.
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from time
to time depending upon market conditions, the composition of its portfolio and
its operating expenses. These factors and possible differences in calculation
methods should be considered when comparing the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. See "Investment
Results" in the Statement of Additional Information.
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Manager and GT Global, a subsidiary of
Liechtenstein Global Trust and maintains offices at California Plaza, 2121 North
California Boulevard, Suite 450, Walnut Creek, CA 94596.
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is custodian of the Fund's assets.
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C., 20036-1800, acts as counsel to the Company. Kirkpatrick
& Lockhart LLP also acts as counsel to the Manager, GT Global and the Transfer
Agent in connection with other matters.
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
02109. Coopers & Lybrand L.L.P. conducts an annual audit of the Fund, assists in
the preparation of the Fund's federal and state income tax returns and consults
with the Company and the Fund as to matters of accounting, regulatory filings,
and federal and state income taxation.
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
Prospectus Page 25
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 26
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 27
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 28
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT GLOBAL MUTUAL FUNDS
P.O. Box 7345 ACCOUNT APPLICATION
SAN FRANCISCO, CA 94120-7345
800/223-2138
</TABLE>
<TABLE>
<S> <C> <C>
/ / INDIVIDUAL / / JOINT TENANT / / GIFT/TRANSFER FOR MINOR / / TRUST / / CORP.
ACCOUNT REGISTRATION / / NEW ACCOUNT / / ACCOUNT REVISION (Account No.: --------------------------------------)
</TABLE>
NOTE: Trust registrations should specify name of trustee(s), beneficiary(ies)
and date of trust instrument. Registration for Uniform Gifts/Transfers to
Minors accounts should be in the name of one custodian and one minor and
include the state under which the custodianship is created.
<TABLE>
<S> <C> <C> <C>
------------------------------------ --------------------------------------------------------------------------------
Owner Social Security Number / / or Tax I.D. Number / / (Check applicable box)
------------------------------------ If more than one owner, social security number or taxpayer identification number
Co-owner 1 should be provided for first owner listed. If a purchase is made under Uniform Gift/
------------------------------------ Transfer to Minors Act, social security number of the minor must be provided.
Co-owner 2 Resident of / / U.S. / / Other (specify)-----------------------------------------
( )
---------------------------------------------------------------------- ---------------------------
Street Address Home Telephone
( )
---------------------------------------------------------------------- ---------------------------
City, State, Zip Code Business Telephone
</TABLE>
FUND SELECTION $500 minimum initial investment required for each Fund
selected. Checks should be made payable to "GT GLOBAL."
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER / / Class A Shares or
/ /Class B Shares (Not available for purchases of $500,000 or more or, except
for investors participating in the Portfolio Rebalancing Program, for the
GT Global Dollar Fund).
If a class share box is not checked, your investment will be made in Class A
shares.
<TABLE>
<S> <C> <C> <C> <C>
INITIAL INITIAL
INVESTMENT INVESTMENT
07 / / GT GLOBAL WORLDWIDE GROWTH FUND $ 13 / / GT GLOBAL LATIN AMERICA GROWTH FUND $
---------- ----------
05 / / GT GLOBAL INTERNATIONAL GROWTH FUND $ 24 / / GT GLOBAL AMERICA SMALL CAP GROWTH $
---------- FUND ----------
16 / / GT GLOBAL EMERGING MARKETS FUND $ 06 / / GT GLOBAL AMERICA GROWTH FUND $
---------- ----------
11 / / GT GLOBAL HEALTH CARE FUND $ 23 / / GT GLOBAL AMERICA VALUE FUND $
---------- ----------
15 / / GT GLOBAL TELECOMMUNICATIONS FUND $ 04 / / GT GLOBAL JAPAN GROWTH FUND $
---------- ----------
19 / / GT GLOBAL INFRASTRUCTURE FUND $ 10 / / GT GLOBAL GROWTH & INCOME FUND $
---------- ----------
17 / / GT GLOBAL FINANCIAL SERVICES FUND $ 09 / / GT GLOBAL GOVERNMENT INCOME FUND $
---------- ----------
21 / / GT GLOBAL NATURAL RESOURCES FUND $ 08 / / GT GLOBAL STRATEGIC INCOME FUND $
---------- ----------
22 / / GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND $ 18 / / GT GLOBAL HIGH INCOME FUND $
---------- ----------
02 / / GT GLOBAL NEW PACIFIC GROWTH FUND $ 01 / / GT GLOBAL DOLLAR FUND $
---------- ----------
03 / / GT GLOBAL EUROPE GROWTH FUND $
----------
CHECKWRITING PRIVILEGE
Checkwriting privilege available on Class A shares of GT Global Dollar Fund and GT Global Government Income Fund.
/ / Check here if desired. You will be sent a book of checks.
CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS TOTAL INITIAL INVESTMENT: $
----------
All capital gains and dividend distributions will be reinvested in additional shares of the same class unless appropriate
boxes below are checked:
/ / Pay capital gain distributions only in cash / / Pay dividends only in cash / / Pay capital gain distributions AND
dividends in cash.
SPECIAL CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS OPTION
Pay distributions noted above to another GT Global Mutual Fund: Fund Name ------------------------------------------
</TABLE>
AGREEMENTS & SIGNATURES
By the execution of this Account Application, I/we represent and warrant that
I/we have full right, power and authority and am/are of legal age in my/our
state of residence to make the investment applied for pursuant to this
Application. The person(s), if any, signing on behalf of the investor
represent and warrant that they are duly authorized to sign this Application
and to purchase, redeem or exchange shares of the Fund(s) on behalf of the
investor. I/WE HEREBY AFFIRM THAT I/WE HAVE RECEIVED A CURRENT PROSPECTUS OF
THE GT GLOBAL MUTUAL FUND(S) IN WHICH I/WE AM/ARE INVESTING AND I/WE AGREE TO
ITS TERMS AND CONDITIONS.
I/WE AND MY/OUR ASSIGNS AND SUCCESSORS UNDERSTAND AND AGREE THAT THE ACCOUNT
WILL BE SUBJECT TO THE TELEPHONE EXCHANGE AND TELEPHONE REDEMPTION PRIVILEGES
DESCRIBED IN THE CURRENT PROSPECTUS TO WHICH THIS APPLICATION IS ATTACHED AND
AGREE THAT GT GLOBAL, INC., G.T. GLOBAL GROWTH SERIES, G.T. INVESTMENT FUNDS,
INC., G.T. INVESTMENT PORTFOLIOS, INC. AND THE FUNDS' TRANSFER AGENT, THEIR
OFFICERS AND EMPLOYEES, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES ARISING OUT
OF ANY SUCH TELEPHONE, TELEX OR TELEGRAPHIC INSTRUCTIONS REASONABLY BELIEVED
TO BE GENUINE, INCLUDING ANY SUCH LOSS OR DAMAGES DUE TO NEGLIGENCE ON THE
PART OF SUCH ENTITIES. THE INVESTOR(S) CERTIFIES(Y) AND AGREE(S) THAT THE
CERTIFICATIONS, AUTHORIZATIONS, DIRECTIONS AND RESTRICTIONS CONTAINED HEREIN
WILL CONTINUE UNTIL GT GLOBAL, INC., G.T. GLOBAL GROWTH SERIES, G.T.
INVESTMENT FUNDS, INC., G.T. INVESTMENT PORTFOLIOS, INC. OR THE FUNDS'
TRANSFER AGENT RECEIVES WRITTEN NOTICE OF ANY CHANGE OR REVOCATION. ANY CHANGE
IN THESE INSTRUCTIONS MUST BE IN WRITING AND IN SOME CASES, AS DESCRIBED IN
THE PROSPECTUS, REQUIRES THAT ALL SIGNATURES BE GUARANTEED.
PLEASE INDICATE THE NUMBER OF SIGNATURES REQUIRED TO PROCESS CHECKS OR
WRITTEN REDEMPTION REQUESTS: / / ONE / / TWO / / THREE / / FOUR.
(If you do not indicate the number of required signatures, ALL account
owners must sign checks and/or written redemption requests.)
UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE TAXPAYER IDENTIFICATION
NUMBER ("NUMBER") PROVIDED ON THIS FORM IS MY (OR MY EMPLOYER'S, TRUST'S,
MINOR'S OR OTHER PAYEE'S) TRUE, CORRECT AND COMPLETE NUMBER AND MAY BE
ASSIGNED TO ANY NEW ACCOUNT OPENED UNDER THE EXCHANGE PRIVILEGE. I FURTHER
CERTIFY THAT I AM (OR THE PAYEE WHOSE NUMBER IS GIVEN IS) NOT SUBJECT TO
BACKUP WITHHOLDING BECAUSE: (A) I AM (OR THE PAYEE IS) EXEMPT FROM BACKUP
WITHHOLDING; (B) THE INTERNAL REVENUE SERVICE (THE "I.R.S.") HAS NOT NOTIFIED
ME THAT I AM (OR THE PAYEE IS) SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS; OR (C) THE I.R.S. HAS NOTIFIED ME
THAT I AM (THE PAYEE IS) NO LONGER SUBJECT TO BACKUP WITHHOLDING;
OR, / / I AM (THE PAYEE IS) SUBJECT TO BACKUP WITHHOLDING.
ALL ACCOUNT OWNERS MUST SIGN BELOW (Minors are not authorized signers)
Account revisions may require that signatures be guaranteed. Please see the
Prospectus.
THE I.R.S. DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
<TABLE>
<S> <C>
-----------------------------------------------------------
Date
X X
--------------------------------------------------------- ----------------------------------------------------------
X X
--------------------------------------------------------- ----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ACCOUNT PRIVILEGES
TELEPHONE EXCHANGE AND REDEMPTION AUTHORITY TO TRANSMIT REDEMPTION PROCEEDS TO
PRE-DESIGNATED ACCOUNT
I/We, either directly or through the Authorized By completing the following section, redemptions
Agent, if any, named below, hereby authorize the which exceed $1,000 may be wired or mailed to a
Transfer Agent of the GT Global Mutual Funds, to Pre-Designated Account at your bank. (Wiring
honor any telephone, telex or telegraphic instructions may be obtained from your bank.) A
instructions reasonably believed to be authentic bank wire service fee may be charged.
for redemption and/or exchange between a similar
class of shares of any of the Funds distributed --------------------------------------------------
by GT Global, Inc. Name of Bank
SPECIAL PURCHASE AND REDEMPTION PLANS --------------------------------------------------
/ / I have completed and attached the Bank Address
Supplemental Application for:
/ / AUTOMATIC INVESTMENT PLAN --------------------------------------------------
/ / SYSTEMATIC WITHDRAWAL PLAN Bank A.B.A Number Account Number
OTHER
/ / I/We owned shares of one or more Funds --------------------------------------------------
distributed by GT Global, Inc. as of April Names(s) in which Bank Account is Established
30, 1987 and since that date continuously A corporation (or partnership) must also submit a
have owned shares of such Funds. Attached is "Corporate Resolution" (or "Certificate of
a schedule showing the numbers of each of Partnership") indicating the names and titles of
my/our Shareholder Accounts. Officers authorized to act on its behalf.
</TABLE>
RIGHT OF ACCUMULATION -- CLASS A SHARES
/ / I/We qualify for the Right of Accumulation sales charge discount
described in the Prospectus and Statement of Additional Information of
the Fund purchased.
/ / I/We own shares of more than one Fund distributed by GT Global. Listed
below are the numbers of each of my/our Shareholder Accounts.
/ / The registration of some of my/our shares differs from that shown on this
Application. Below are the account number(s) and registration(s) in each
case.
LIST OF OTHER GT GLOBAL MUTUAL FUND ACCOUNTS:
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------- --------------------------------------------------
------------------------------------------- --------------------------------------------------
------------------------------------------- --------------------------------------------------
Account Numbers Account Registrations
</TABLE>
LETTER OF INTENT -- CLASS A SHARES
/ / I agree to the terms of the Letter of Intent set forth below. Although I
am not obligated to do so, it is my intention to invest over a
thirteen-month period in Class A shares of one or more of the GT Global
Mutual Funds in an aggregate amount at least equal to:
/ / $50,000 / / $100,000 / / $250,000 / / $500,000
When a shareholder signs a Letter of Intent in order to qualify for a reduced
sales charge, Class A shares equal to 5% (in no case in excess of 1/2 of 1%
after an aggregate of $500,000 has been purchased under the Letter) of the
dollar amount specified in this Letter will be held in escrow in the
Shareholder's Account out of the initial purchase (or subsequent purchases, if
necessary) by GT Global, Inc. All dividends and other distributions will be
credited to the Shareholder's Account in shares (or paid in cash, if
requested). If the intended investment is not completed within the specified
thirteen-month period, the purchaser will remit to GT Global, Inc. the
difference between the sales charge actually paid and the sales charge which
would have been paid if the total of such purchases had been made at a single
time. If this difference is not paid within twenty days after written request
by GT Global, Inc. or the shareholder's Authorized Agent, the appropriate
number of escrowed shares will be redeemed to pay such difference. If the
proceeds from this redemption are inadequate, the purchaser will be liable to
GT Global, Inc. for the balance still outstanding. The Letter of Intent may be
revised upward at any time during the thirteen-month period, and such a
revision will be treated as a new Letter, except that the thirteen-month
period during which the purchase must be made will remain unchanged. Exchange
requests involving escrowed shares must specifically reference those shares.
Exchanges of escrowed shares may be delayed to allow for the extra processing
required.
Any questions relating to this Letter of Intent should be directed to GT
Global, 50 California Street, 27th Floor, San Francisco, CA 94111.
FOR USE BY AUTHORIZED AGENT (BROKER/DEALER) ONLY
We hereby submit this Account Application for the purchase of Class A shares
including such shares purchased under a Right of Accumulation or Letter of
Intent or for the purchase of Class B shares in accordance with the terms of
our Dealer Agreement with GT Global, Inc. and with the Prospectus and
Statement of Additional Information of each Fund purchased. We agree to notify
GT Global, Inc. of any purchases properly made under a Letter of Intent or
Right of Accumulation.
<TABLE>
<CAPTION>
<S> <C>
---------------------------------------------------------------------------------------------------------------------------------
Investment Dealer Name
---------------------------------------------------------------------------------------------------------------------------------
Main Office Address Branch Number Representative's Number Representative's Name
( )
- -----------------------------------------------------------------------------------------------------------------------
Branch Address Telephone
X
- -----------------------------------------------------------------------------------------------------------------------
Investment Dealer's Authorized Signature Title
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT GLOBAL MUTUAL FUNDS SUPPLEMENTAL APPLICATION
P.O. Box 7345 SPECIAL INVESTMENT AND
SAN FRANCISCO, CA 94120-7345 WITHDRAWAL OPTIONS
800/223-2138
</TABLE>
<TABLE>
<S> <C> <C>
ACCOUNT REGISTRATION
Please supply the following information exactly as it appears on the Fund's records.
- --------------------------------------------------------- ---------------------------------------------------------
Fund Name Account Number
- ---------------------------------------------------------- ----------------------------------------------------------
Owner's Name Co-Owner 1
- ---------------------------------------------------------- ----------------------------------------------------------
Co-Owner 2 Telephone Number
- ---------------------------------------------------------- ----------------------------------------------------------
Street Address Social Security or Tax I.D. Number
- ----------------------------------------------------------
City, State, Zip Code
Resident of / / U.S. / / Other ------------------
AUTOMATIC INVESTMENT PLAN / / YES / / NO
I/We hereby authorize the Transfer Agent of the GT Global Mutual Funds to debit my/our personal checking account on
the designated dates in order to purchase / / Class A shares or / / Class B shares of the Fund indicated at the top of
this Supplemental Application at the applicable public offering price determined on that day.
/ / Monthly on the 25th day / / Quarterly beginning on the 25th day of the month you first select
(The request for participation in the Plan must be received by the 1st day of the month in which you wish investments
to begin.)
Amount of each debit (minimum $100) $
-------------------------------------------------
NOTE: A Bank Authorization Form (below) and a voided personal check must accompany the Automatic Investment Plan
Application.
</TABLE>
- --------------------------------------------------------------------------------
[LOGO]
<TABLE>
<S> <C>
GT GLOBAL MUTUAL FUNDS AUTOMATIC INVESTMENT PLAN
</TABLE>
<TABLE>
<S> <C> <C> <C>
BANK AUTHORIZATION
- ------------------------- ------------------------------ ------------
Bank Name Bank Address Bank Account Number
I/We authorize you, the above named bank, to debit my/our account for amounts drawn by the Transfer Agent of the GT
Global Mutual Funds, acting as my agent. I/We agree that your rights in respect to each withdrawal shall be the same as
if it were a check drawn upon you and signed by me/us. This authority shall remain in effect until I/we revoke it in
writing and you receive it. I/We agree that you shall incur no liability when honoring any such debit.
I/We further agree that you will incur no liability to me if you dishonor any such withdrawal. This will be so even
though such dishonor results in the forfeiture of investment.
- --------------------------------------------------------- ---------------------------------------------------------
Account Holder's Name Joint Account Holder's Name
X X
- ------------------------------------ -------------- ------------------------------------ --------------
Account Holder's Signature Date Joint Account Holder's Signature Date
</TABLE>
(OVER)
<PAGE>
<TABLE>
<S> <C> <C> <C>
SYSTEMATIC WITHDRAWAL PLAN / / YES / / NO
MINIMUM REQUIREMENTS: $10,000 INITIAL ACCOUNT BALANCE AND $100 MINIMUM PERIODIC PAYMENT.
I/We hereby authorize the Transfer Agent of the GT Global Mutual Funds to redeem the necessary number of / / Class A
or / / Class B shares from my/our GT Global Account on the designated dates in order to make the following periodic
payments:
/ / Monthly on the 25th day / / Quarterly beginning on the 25th day of the month you first select
(The request for participation in the Plan must be received by the 18th day of the month in which you wish withdrawals
to begin.)
Maximum annual withdrawal of 12% of initial account balance for shares subject to a contingent deferred sales charge.
Withdrawals in excess of 12% of the initial account balance annually may result in assessment of a contingent deferred
sales charge, as described in the applicable Fund's prospectus.
Amount of each check ($100 minimum): $ -----------------
Please make checks payable to: --------------------------------------------------------------------------------------
(TO BE COMPLETED ONLY IF Recipient
REDEMPTION PROCEEDS TO BE PAID --------------------------------------------------------------------------------------
TO OTHER THAN ACCOUNT HOLDER Street Address
OF RECORD OR MAILED TO ADDRESS --------------------------------------------------------------------------------------
OTHER THAN ADDRESS OF RECORD) City, State, Zip Code
NOTE: If recipient of checks is not the registered shareholder, signature(s) below must be guaranteed. A corporation
(or partnership) must also submit a "Corporate Resolution" (or "Certification of Partnership") indicating the names
and titles of Officers authorized to act on its behalf.
AGREEMENT AND SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions
contained herein will continue until the Transfer Agent of the GT Global Mutual Funds receives written notice of any
change or revocation. Any change in these instructions must be in writing with all signatures guaranteed (if
applicable).
- ----------------------------------------------------------
Date
X X
- ----------------------------------------------------- ---------------------------------------------------
Signature Signature
- ----------------------------------------------------------- ---------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
X X
- ----------------------------------------------------- ---------------------------------------------------
Signature Signature
- ----------------------------------------------------------- ---------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock
exchange; (4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary
public is NOT an acceptable guarantor. An investor with questions concerning the GT Global Mutual Funds signature
guarantee requirement should contact the Transfer Agent.
</TABLE>
- --------------------------------------------------------------------------------
INDEMNIFICATION AGREEMENT
To: Bank Named on the Reverse
In consideration of your compliance with the request and authorization of the
depositor(s) named on the reverse, the Transfer Agent of the GT Global Mutual
Funds hereby agrees:
1. To indemnify and hold you harmless from any loss you may incur because of the
payment by you and of any debit by the Transfer Agent to its own order on the
account of such depositor(s) and received by you in the regular course of
business for payment, or arising out of the dishonor by you of any debit,
provided there are sufficient funds in such account to pay the same upon
presentation.
2. To defend at its own expense any action which might be brought by any
depositor or any other persons because of your actions taken pursuant to the
above mentioned request or in any manner arising by reason of your participation
in connection with such request.
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
Fifty California Street SUPPLEMENTAL APPLICATION
27th Floor PORTFOLIO REBALANCING PROGRAM
San Francisco, CA 94111-4624
</TABLE>
<TABLE>
<S> <C>
ACCOUNT REGISTRATION EXISTING
SHAREHOLDER ACCOUNT NUMBER
</TABLE>
NOTE: Trust registrations should specify name of trustee(s), beneficiary(ies)
and date of trust instrument. Registration for Uniform Gifts/Transfers to
Minors accounts should be in the same name of one custodian and one minor and
include the state under which the custodianship is created.
<TABLE>
<S> <C> <C> <C> <C>
--------------------------------------
Owner Social Security Number / / or Tax I.D. Number "TIN" / /
- -------------------------------------- (Check applicable box)
Co-owner 1 If more than one owner, social security number or taxpayer identification number
- -------------------------------------- should be provided for first owner listed. If a purchase is made under Uniform
Co-owner 2 Gift/Transfer to Minors Act, social security number of the minor must be provided.
-------------------------------------- Resident of / / U.S. / / Other (specify)------------------------------
Street Address Failure to provide TIN will result in 31% withholding on redemptions and exchanges.
( ) ( )
------------------------------------------------------------------------------------------------------------------------------
City, State, Zip Code Home Telephone Business
Telephone
</TABLE>
FUND SELECTION $500 MINIMUM INITIAL INVESTMENT REQUIRED FOR EACH FUND SELECTED
FOR CLASS A AND CLASS B SHARES.
CHECKS SHOULD BE MADE PAYABLE TO "GT GLOBAL."
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER / / Class A
Shares / / Class B Shares or / / Advisor Class
Advisor Class shares are sold through a different prospectus than Class A and
Class B shares, are not sold directly to the general public and only available
through certain employee benefit plans, financial institutions and other
entities that have entered into specific agreements with GT Global, Inc.
Special account requirements apply to Advisor Class shares. Please see an
Advisor Class prospectus for complete information.
If a class share box is not checked, your investment will be made in Class A
shares. Minimum 2 funds; Maximum 10 funds; Minimum 5% allocation per fund.
<TABLE>
<S> <C> <C> <C> <C>
07 GT GLOBAL WORLDWIDE GROWTH FUND ---------- 13 GT GLOBAL LATIN AMERICA GROWTH FUND ----------
05 GT GLOBAL INTERNATIONAL GROWTH FUND ---------- 24 GT GLOBAL AMERICA SMALL CAP GROWTH FUND ----------
16 GT GLOBAL EMERGING MARKETS FUND ---------- 06 GT GLOBAL AMERICA MID CAP GROWTH FUND ----------
11 GT GLOBAL HEALTH CARE FUND ---------- 23 GT GLOBAL AMERICA VALUE FUND ----------
15 GT GLOBAL TELECOMMUNICATIONS FUND ---------- 04 GT GLOBAL JAPAN GROWTH FUND ----------
19 GT GLOBAL INFRASTRUCTURE FUND ---------- 10 GT GLOBAL GROWTH & INCOME FUND ----------
17 GT GLOBAL FINANCIAL SERVICES FUND ---------- 09 GT GLOBAL GOVERNMENT INCOME FUND ----------
21 GT GLOBAL NATURAL RESOURCES FUND ---------- 08 GT GLOBAL STRATEGIC INCOME FUND ----------
22 GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ---------- 18 GT GLOBAL HIGH INCOME FUND ----------
02 GT GLOBAL NEW PACIFIC GROWTH FUND ---------- 01 GT GLOBAL DOLLAR FUND ----------
03 GT GLOBAL EUROPE GROWTH FUND ----------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Rebalance frequency - check one
/ / Monthly / / Quarterly / / Semi annual / / Annual Total percentage must equal 100%.
</TABLE>
CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS
All capital gains distributions and dividends will be reinvested in additional
shares of the same class unless appropriate boxes below are checked:
/ / Pay capital gain distributions only in cash / / Pay dividends only in
cash / / Pay capital gain distributions and dividends in cash.
Investment will be split according to allocation.
<TABLE>
<S> <C>
AGREEMENTS & SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions contained herein
will continue until the Transfer Agent of the GT Global Mutual Funds receives written notice of any change or revocation. ANY
CHANGE IN THESE INSTRUCTIONS MUST BE IN WRITING WITH ALL SIGNATURES GUARANTEED (IF APPLICABLE).
- ------------------------------------------------------------
Date
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock exchange;
(4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary public is NOT an
acceptable guarantor. An investor with questions concerning the GT Global Mutual Funds signature guarantee requirement should
contact the Transfer Agent.
</TABLE>
<PAGE>
GT GLOBAL DOLLAR FUND
GT GLOBAL MUTUAL FUNDS
GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE GT GLOBAL
MUTUAL FUNDS, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING
MARKET INVESTING AS WELL AS THE RISKS OF INVESTING IN RELATED INDUSTRIES,
PLEASE CONTACT YOUR FINANCIAL ADVISOR OR CALL GT GLOBAL DIRECTLY AT
1-800-824-1580.
GROWTH FUNDS
/ / GLOBALLY DIVERSIFIED FUNDS
GT GLOBAL WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
GT GLOBAL INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.
GT GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies
/ / GLOBAL THEME FUNDS
GT GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
GT GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products
GT GLOBAL HEALTH CARE FUND
Invests in growing health care industries worldwide
GT GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure
GT GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources
GT GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
/ / REGIONALLY DIVERSIFIED FUNDS
GT GLOBAL NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
GT GLOBAL EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe
GT GLOBAL LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America
/ / SINGLE COUNTRY FUNDS
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
Invests in equity securities of small U.S. companies
GT GLOBAL AMERICA MID CAP GROWTH FUND
Concentrates on medium-sized companies in the U.S.
GT GLOBAL AMERICA VALUE FUND
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
GT GLOBAL JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market
GROWTH AND INCOME FUND
GT GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world
INCOME FUNDS
GT GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities
GT GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
GT GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets
MONEY MARKET FUND
GT GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
[LOGO]
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GT GLOBAL DOLLAR FUND,
CHANCELLOR LGT ASSET MANAGEMENT, INC., G.T. INVESTMENT PORTFOLIOS, INC., OR
GT GLOBAL, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
DOLPR704 MC
<PAGE>
GT GLOBAL DOLLAR FUND: ADVISOR CLASS
PROSPECTUS -- MAY 1, 1997
- --------------------------------------------------------------------------------
GT GLOBAL DOLLAR FUND ("FUND") seeks maximum current income consistent with
liquidity and conservation of capital. The Fund may invest in a wide variety of
high quality, U.S. dollar-denominated money market instruments, including
obligations issued or guaranteed by the U.S. and foreign governments, their
agencies and instrumentalities; U.S. and non-U.S. corporate obligations; and
instruments of U.S. and foreign banks.
There can be no assurance that the Fund will achieve its investment objective.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
The Fund's investment manager, Chancellor LGT Asset Management, Inc. (the
"Manager") and its worldwide affiliates are part of Liechtenstein Global Trust,
a provider of global asset management and private banking products and services
to individual and institutional investors.
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a front-
end or contingent deferred sales charge and without a Rule 12b-1 charge.
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information, dated May 1, 1997, has been filed with
the Securities and Exchange Commission ("SEC") and, as amended or supplemented
from time to time, is incorporated herein by reference. The Statement of
Additional Information is available without charge by writing to the Fund at 50
California Street, San Francisco, California 94111, or calling (800) 824-1580.
An investment in the Fund offers the following advantages:
/ / Professional Management by a Leading Manager with Offices in the World's
Major Markets
/ / Daily Dividends
/ / Automatic Dividend Reinvestment at No Sales Charge
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR
FINANCIAL ADVISOR.
[LOGO]
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus Page 1
<PAGE>
GT GLOBAL DOLLAR FUND
TABLE OF CONTENTS
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Page
---------
<S> <C>
Prospectus Summary........................................................................ 3
Financial Highlights...................................................................... 5
Investment Objective and Policies......................................................... 7
How to Invest............................................................................. 10
How to Make Exchanges..................................................................... 12
How to Redeem Shares...................................................................... 13
Shareholder Account Manual................................................................ 15
Calculation of Net Asset Value............................................................ 16
Dividends and Federal Income Taxation..................................................... 16
Management................................................................................ 17
Other Information......................................................................... 19
</TABLE>
Prospectus Page 2
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus.
<TABLE>
<S> <C> <C>
The Fund: The Fund is a diversified series of G.T. Investment Portfolios,
Inc.
Investment Objective: The Fund seeks maximum current income consistent with liquidity
and conservation of capital.
Principal Investments: The Fund invests in a wide variety of high quality U.S.
dollar-denominated money market instruments of U.S. and non-U.S.
issuers.
Investment Manager: The Manager is part of Liechtenstein Global Trust, a provider of
global asset management and private bank products and services to
individual and institutional investors, entrusted with
approximately $84 billion in total assets as of December 31, 1996.
The Manager and its worldwide asset management affiliates maintain
fully staffed investment offices in Frankfurt, Hong Kong, London,
New York, San Francisco, Singapore, Sydney, Tokyo and Toronto. See
"Management."
Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee
benefit plans which are sponsored by organizations which have at
Advisor Class Shares: least 1,000 employees; (b) any account with assets of at least
$10,000 if (i) a financial planner, trust company, bank trust
department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays
such person as compensation for its advice and other services an
annual fee of at least .50% on the assets in the account
("Advisory Account"); (c) any account with assets of at least
$10,000 if (i) such account is established under a "wrap fee"
program, and (ii) the account holder pays the sponsor of such
program an annual fee of at least .50% on the assets in the
account ("Wrap Fee Account"); (d) accounts advised by one of the
companies composing or affiliated with Liechtenstein Global Trust;
and (e) any of the companies composing or affiliated with
Liechtenstein Global Trust.
Shares Available Through: Advisor Class shares of the Fund's common stock are available
through Financial Advisors (as defined herein) who have entered
into agreements with the Fund's distributor, GT Global, Inc. ("GT
Global") or certain of its affiliates. See "How to Invest" and
"Shareholder Account Manual."
Exchange Privileges: Advisor Class shares of the Fund may be exchanged for Advisor
Class shares of other GT Global Mutual Funds, which are open-end
management investment companies advised and/or administered by the
Manager. See "How to Make Exchanges" and "Shareholder Account
Manual."
Redemptions: Shares may be redeemed through the Fund's transfer agent, GT
Global Investor Services, Inc. ("Transfer Agent"). See "How to
Redeem Shares" and "Shareholder Account Manual."
Dividends: Dividends are declared daily and paid monthly from available net
investment income and any realized net short-term capital gain.
Reinvestment: Dividends are reinvested automatically in Advisor Class shares of
the Fund.
Yield: Calculated daily and may be obtained by calling 1-800-223-2138.
</TABLE>
Prospectus Page 3
<PAGE>
GT GLOBAL DOLLAR FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Advisor Class shares of the Fund are reflected in the
following tables(1):
<TABLE>
<CAPTION>
ADVISOR
CLASS
----------
<S> <C>
SHAREHOLDER TRANSACTION COSTS:
Sales charge on purchases of shares......................................................................... None
Sales charges on reinvested distributions to shareholders................................................... None
Maximum contingent deferred sales charge (as a % of net asset value at time of purchase or sale, whichever
is less).................................................................................................. None
Redemption charges.......................................................................................... None
Exchange fees:
-- On first four exchanges each year...................................................................... None
-- On each additional exchange............................................................................ $ 7.50
ANNUAL FUND OPERATING EXPENSES (2):
(AS A % OF AVERAGE NET ASSETS)
Investment management and administration fees (after reimbursements)........................................ 0.45 %
12b-1 distribution and service fees......................................................................... None
Other expenses (after waivers).............................................................................. 0.55 %
----------
Total Fund Operating Expenses................................................................................. 1.00 %
</TABLE>
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES:
An investor would directly or indirectly pay the following expenses at the end
of the periods shown on a $1,000 investment in the Fund, assuming a 5% annual
return:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
----- ----------- ----- -----
<S> <C> <C> <C> <C>
Advisor Class shares..................................................... $ 10 $ 32 $ 56 $ 125
</TABLE>
- --------------
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. THE "HYPOTHETICAL
EXAMPLE" SET FORTH ABOVE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES.
THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above
table and the assumption in the Hypothetical Example of a 5% annual return
are required by regulation of the SEC applicable to all mutual funds. The 5%
annual return is not a prediction of and does not represent the Fund's
projected or actual performance.
(2) Expenses are based on the Fund's fiscal year ended December 31, 1996. "Other
Expenses" include custody, transfer agency, legal, audit and other operating
expenses. See "Management" herein and the Statement of Additional
Information for more information. Without reimbursements, "Investment
management and administration fees" and "Total Fund Operating Expenses"
would have been 0.50% and 1.05%, respectively, for the Fund. Investors
purchasing Advisor Class shares through financial planners, trust companies,
bank trust departments or registered investment advisers, or under a "wrap
fee" program, will be subject to additional fees charged by such entities or
by the sponsors of such programs. Where any account advised by one of the
companies composing or affiliated with Liechtenstein Global Trust invests in
Advisor Class shares of the Fund, such account shall not be subject to
duplicative advisory fees.
Prospectus Page 4
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The table below provides condensed financial information concerning income and
capital changes for one share of each class of shares for the periods shown.
This information is supplemented by the financial statements and notes thereto
included in the Statement of Additional Information. The financial statements
and notes for the fiscal year ended December 31, 1996, have been audited by
Coopers & Lybrand L.L.P., independent accountants, whose report thereon also
appears in the Statement of Additional Information. Information presented below
for the fiscal years ended December 31, 1987 to 1991 was audited by other
auditors that served as the Fund's independent accountants for those periods.
<TABLE>
<CAPTION>
CLASS A+
----------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income................... $ 0.044 $ 0.050 $ 0.032 $ 0.022 $ 0.028 $ 0.051 $ 0.069
Distributions from net investment
income................................. (0.044) (0.050) (0.032) (0.022) (0.028) (0.051) (0.069)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investment Return (b)............. 4.50% 5.08% 3.30% 2.2% 2.8% 5.1% 6.9%
Ratios and supplemental data:
Ratio of net investment income to
average net assets:
With expense waivers and reductions
(a).................................. 4.39% 4.94% 3.40% 2.17% 2.78% 5.10% 6.95%
Without expense waivers and reductions
(a).................................. 4.08% 4.66% 3.15% 1.46% 2.47% 4.90% 6.64%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 0.99% 0.97% 0.92% 1.00% 1.25% 1.25% 1.25%
Without expense waivers and reductions
(a).................................. 1.30% 1.25% 1.17% 1.72% 1.56% 1.45% 1.56%
Net assets at end of the period (in
000's)................................. $392,623 $183,761 $320,858 $87,822 $81,674 $70,295 $123,218
<CAPTION>
1989
----------
<S> <C>
Net investment income................... $ 0.075
Distributions from net investment
income................................. (0.075)
----------
Net asset value (unchanged during the
period)................................ $ 1.00
----------
----------
Total Investment Return (b)............. 7.6%
Ratios and supplemental data:
Ratio of net investment income to
average net assets:
With expense waivers and reductions
(a).................................. 7.60%
Without expense waivers and reductions
(a).................................. 7.17%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 1.19%
Without expense waivers and reductions
(a).................................. 1.62%
Net assets at end of the period (in
000's)................................. $13,143
</TABLE>
- --------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
(a) Annualized for periods of less than one year.
(b) Not annualized.
Prospectus Page 5
<PAGE>
GT GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
CLASS A+ ADVISOR
---------------------- CLASS B++ CLASS+++
---------------------------------------------- ----------
YEAR ENDED DEC. 31, APRIL 1,
YEAR ENDED DEC. 31, 1993 TO YEAR ENDED
---------------------- ---------------------------------- DEC. 31, DEC. 31,
1988 1987 1996 1995 1994 1993 1996
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income................... $ 0.058 $ 0.053 $ 0.037 $ 0.040 $ 0.025 $ 0.010 $ 0.044
Distributions from net investment
income................................. (0.058) (0.053) (0.037) (0.040) (0.025) (0.010 ) (0.044)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investment Return (b)............. 5.9% 5.4% 3.73% 4.29% 2.53% 1.4% 4.5%
Ratios and supplemental data:
Ratio of net investment income to
average net
assets:
With expense waivers and reductions
(a).................................. 5.72% 5.24% 3.64% 4.19% 2.65% 1.42% 4.39%
Without expense waivers and reductions
(a).................................. --% 5.09% 3.33% 3.91% 2.40% 0.86% 4.33%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 1.03% 0.83% 1.74% 1.72% 1.67% 1.75% 0.99%
Without expense waivers and reductions
(a).................................. --% 0.98% 2.05% 2.00% 1.92% 2.31% 1.05%
Net assets at end of the period (in
000's)................................. $11,628 $11,791 $128,308 $99,151 $109,936 $3,478 $14,978
<CAPTION>
JUNE 1,
1995 TO
DEC. 31,
1995
----------
<S> <C>
Net investment income................... $ 0.030
Distributions from net investment
income................................. (0.030 )
----------
Net asset value (unchanged during the
period)................................ $ 1.00
----------
----------
Total Investment Return (b)............. 2.92%
Ratios and supplemental data:
Ratio of net investment income to
average net
assets:
With expense waivers and reductions
(a).................................. 4.94%
Without expense waivers and reductions
(a).................................. 4.91%
Ratio of expenses to average net assets:
With expense waivers and reductions
(a).................................. 0.97%
Without expense waivers and reductions
(a).................................. 1.00%
Net assets at end of the period (in
000's)................................. $2,096
</TABLE>
- --------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
+++ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a) Annualized for periods of less than one year.
(b) Not annualized.
Prospectus Page 6
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT OBJECTIVE
AND POLICIES
- --------------------------------------------------------------------------------
The Fund's investment objective is to seek maximum current income consistent
with liquidity and conservation of capital. The Fund seeks this objective by
investing in high quality, U.S. dollar-denominated money market instruments,
i.e., debt obligations with remaining maturities of 13 months or less.
The Fund seeks to maintain a net asset value of $1.00 per share. To do so, the
Fund uses the amortized cost method of valuing its securities pursuant to Rule
2a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"),
certain requirements of which are summarized below.
In accordance with Rule 2a-7, the Fund will (i) maintain a dollar-weighted
average portfolio maturity of 90 days or less and (ii) purchase only instruments
having remaining maturities of 13 months or less.
The Fund will invest only in high quality, U.S. dollar-denominated money market
instruments determined by the Manager to present minimal credit risks in
accordance with procedures established by the Company's Board of Directors (the
"Board"). To be considered high quality, a security must be rated in accordance
with applicable rules in one of the two highest rating categories for short-term
securities by at least two nationally recognized statistical rating
organizations ("NRSROs") (or one, if only one such NRSRO has rated the security)
or, if the issuer has no applicable short-term rating, determined by the Manager
to be of equivalent credit quality.
High quality securities are divided into "first tier" and "second tier"
securities. The Fund will invest only in first tier securities. First tier
securities have received the highest rating for short-term debt from at least
two NRSROs, i.e., rated not lower than A-1 by Standard & Poor's Ratings Group
("S&P"), or P-1 by Moody's Investors Service, Inc. ("Moody's") (or one, if only
one such NRSRO has rated the security), or, if unrated, are determined to be of
equivalent quality as described above. If a security has been assigned different
ratings by different NRSROs, at least two NRSROs must have assigned the higher
rating in order for the Manager to determine the security's eligibility for
purchase by the Fund.
The rating criteria of S&P and Moody's, two NRSROs currently rating instruments
of the type the Fund may purchase, are more fully described in "Description of
Debt Ratings" in the Statement of Additional Information.
PERMITTED INVESTMENTS. The Fund may invest in the following types of money
market instruments:
/ / OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. AND FOREIGN GOVERNMENTS, THEIR
AGENCIES AND INSTRUMENTALITIES. These include: direct obligations of the
U.S. Treasury, such as Treasury bills and notes; obligations backed by the
full faith and credit of the U.S. government, such as those issued by the
Government National Mortgage Association; obligations supported primarily or
solely by the creditworthiness of the issuer, such as securities of the
Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation and the Tennessee Valley Authority; and similar U.S.-dollar
denominated instruments of foreign governments, their agencies, authorities
and instrumentalities.
/ / OBLIGATIONS OF U.S. AND NON-U.S. BANKS, including certificates of deposit,
bankers' acceptances and similar instruments, when such banks have total
assets at the time of purchase equal to at least $1 billion.
/ / INTEREST-BEARING DEPOSITS IN U.S. COMMERCIAL AND SAVINGS BANKS having total
assets of $1 billion or less, in principal amounts at each such bank not
greater than are insured by an agency of the U.S. government, provided that
the aggregate amount of such deposits (including interest earned) does not
exceed 5% of the Fund's assets.
/ / COMMERCIAL PAPER AND OTHER SHORT-TERM DEBT OBLIGATIONS OF U.S. AND FOREIGN
COMPANIES, rated at least A-1 by S&P or Prime-1 by Moody's or, if not rated,
determined by the Manager to be of equivalent quality, provided that any
outstanding intermediate- or long-term debt of the issuer is rated at least
AA by S&P or Aa by Moody's. These instruments may include corporate bonds
and notes (corporate obligations that mature, or that may be redeemed, in
one year or less). These
Prospectus Page 7
<PAGE>
GT GLOBAL DOLLAR FUND
corporate obligations include variable rate master notes, which are
redeemable upon notice and permit investment of fluctuating amounts at
varying rates of interest pursuant to direct arrangements with the issuer of
the instrument.
/ / REPURCHASE AGREEMENTS SECURED BY ANY OF THE FOREGOING. A repurchase
agreement is a transaction in which the Fund purchases a security from a
bank or recognized securities dealer and simultaneously commits to resell
that security to the bank or dealer at an agreed-upon price, date and market
rate of interest unrelated to the coupon rate or maturity of the purchased
security. Although repurchase agreements carry certain risks not associated
with direct investments in securities, including possible decline in the
market value of the underlying securities and delays and costs to the Fund
if the other party to the repurchase agreement becomes bankrupt, the Fund
will enter into repurchase agreements only with banks and dealers believed
by the Manager to present minimal credit risks in accordance with guidelines
approved by the Board. The Manager will review and monitor the
creditworthiness of such institutions under the Board's general supervision.
The Fund will not enter into repurchase agreements with maturities of more
than seven days if, as a result, more than 10% of the value of its net
assets would be invested in such repurchase agreements and other illiquid
securities.
INVESTMENT TECHNIQUES. In managing the Fund, the Manager may employ a number of
professional money management techniques, including varying the composition of
the Fund's investments and the average weighted maturity of the Fund's portfolio
within the limitations described above. Determinations to use such techniques
will be based on the Manager's identification and assessment of the relative
values of various money market instruments and the future of interest rate
patterns, economic conditions and shifts in fiscal and monetary policy. The
Manager also may seek to improve the Fund's yield by purchasing or selling
securities in order to take advantage of yield disparities that regularly occur
in the market. For example, frequently there are yield disparities between
different types of money market instruments, and market conditions from time to
time result in similar securities trading at different prices.
RISKS AND OTHER CONSIDERATIONS. Investors should recognize that in periods of
declining interest rates, the Fund's yield will tend to be somewhat higher than
prevailing market rates; conversely, in periods of rising interest rates, the
Fund's yield will tend to be somewhat lower than those rates. Also, when
interest rates are falling, the net new money flowing into the Fund from the net
sale of its shares likely will be invested in instruments producing lower yields
than the balance of the Fund's portfolio, thereby reducing its yield. The
opposite generally will be true in periods of rising interest rates. The Fund is
designed to provide maximum current income consistent with the liquidity and
safety of principal afforded by investment in a portfolio of high quality money
market instruments; the Fund's yield may be lower than that produced by funds
investing in lower quality and/or longer-term securities.
Although the Fund may invest in instruments of non-U.S. issuers, all such
instruments will be denominated in U.S. dollars and will be first tier
securities. Obligations of non-U.S. issuers are subject to the same risks that
pertain to domestic issues, notably credit risk, market risk and liquidity risk.
Nonetheless, these instruments present risks that are different from those
presented by investment in instruments of U.S. issuers. Obligations of foreign
entities may be subject to certain sovereign risks, including adverse political
and economic developments in a foreign country, the extent and quality of
government regulation of financial markets and institutions, interest
limitations, currency controls, foreign withholding taxes, and expropriation or
nationalization of foreign issuers and their assets. There may be less publicly
available information about foreign issuers than about domestic issuers, and
foreign issuers may not be subject to the same accounting, auditing and
financial recordkeeping standards and requirements as are domestic issuers.
Accordingly, while the Fund's ability to invest in these instruments may provide
it with the potential to produce a higher yield than money market funds
investing solely in instruments of domestic issuers, the Fund presents greater
risk than such other funds.
VARIABLE AND FLOATING RATE SECURITIES. The Fund may purchase variable and
floating rate securities with remaining maturities in excess of 13 months. Such
securities must comply with conditions established by the SEC under which they
may be considered to have remaining maturities of 13 months or less. The yield
of these securities varies in relation to changes in specific money market rates
such as the prime rate. These changes are reflected in adjustments to the yields
of the variable and floating rate securities, and different securities may have
different adjustment rates. To the extent that the Fund invests in such variable
Prospectus Page 8
<PAGE>
GT GLOBAL DOLLAR FUND
and floating rate securities, it is the Manager's view that the Fund may be able
to take advantage of the higher yield that is usually paid on longer-term
securities. The Manager further believes that the variable and floating rates
paid on such securities may substantially reduce the wide fluctuations in market
value caused by interest rate changes and other factors which are typical of
longer-term debt securities.
OTHER INFORMATION. The Fund may acquire participation interests in securities in
which it is permitted to invest. Participation interests are pro rata interests
in securities held by others. Pending investment of proceeds from new sales of
Fund shares or for temporary defensive purposes, the Fund may hold any portion
of its assets in cash. The Fund may borrow money from banks as a temporary
measure (a) for extraordinary or emergency purposes in amounts up to 5% of its
net assets (taken at market value) or (b) in amounts up to 33 1/3% of its net
assets in order to meet redemption requests. The Fund will not purchase
securities while borrowings remain outstanding. The Fund may invest no more than
5% of its total assets in the securities of a single issuer (other than
securities issued or guaranteed by the U.S. government, its agencies, or
instrumentalities).
The Fund's investment objective and policies with respect to borrowing as stated
above are fundamental and may not be changed without the approval of a majority
of its outstanding voting securities. A "majority of the Fund's outstanding
voting securities" means the lesser of (i) 67% of its shares represented at a
meeting at which more than 50% of the outstanding shares are represented, and
(ii) more than 50% of its outstanding shares. In addition, the Fund has adopted
certain investment limitations that also may not be changed without shareholder
approval. A description of these limitations is included in the Statement of
Additional Information. The Fund's other investment policies described herein
are not fundamental and may be changed by vote of the Board without shareholder
approval.
On December 29, 1992, the shareholders of the Fund approved modifications to the
Fund's investment policies and limitations that authorize the Board to effect a
change in the operating structure of the Fund, so that it may transfer all of
its investable assets to the Global Dollar Portfolio ("Portfolio"), an open-end
management investment company with substantially the same investment objective,
limitations and policies as the Fund. The Portfolio may serve as the investment
vehicle for different entities that have the same investment objective and
policies as the Fund. By investing in the Portfolio rather than maintaining its
own portfolio of securities, the Fund would expect to realize certain economies
of scale that would arise as additional investors invest their assets in the
Portfolio. There is no assurance that institutional investors will invest in the
Portfolio or that any of these expected benefits would actually be realized by
the Fund. Implementation of this new operating structure will only occur upon
approval of the Board.
Prospectus Page 9
<PAGE>
GT GLOBAL DOLLAR FUND
HOW TO INVEST
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GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of
at least $10,000 if (i) such account is established under a "wrap fee" program,
and (ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by one of the companies composing or affiliated with Liechtenstein
Global Trust; and (e) any of the companies composing or affiliated with
Liechtenstein Global Trust. Financial planners, trust companies, bank trust
companies and registered investment advisers referenced in subpart (b) and
sponsors of "wrap fee" programs referenced in subpart (c) are collectively
referred to as "Financial Advisors." Investors in Wrap Fee Accounts and Advisory
Accounts may only purchase Advisor Class shares through Financial Advisors who
have entered into agreements with GT Global and certain of its affiliates.
Investors may be charged a fee by their agent or broker if they effect
transactions other than through a dealer.
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by GT Global
before the close of regular trading on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m. Eastern time, unless weather, equipment failure or other
factors contribute to an earlier closing time) on any Business Day will be
executed at the Fund's net asset value per share determined that day, provided
Federal Funds, as defined below, become available to the Fund that day. A
"Business Day" is any day Monday through Friday on which the NYSE is open for
business. Prior to receipt of Federal Funds, an investor's money will not be
invested. "Federal Funds" are monies held on deposit at a Federal Reserve Bank
which are available for the Fund's immediate use. Purchases by check or
negotiable bank draft normally take two business days to be converted into
Federal Funds. Shares begin accruing income dividends on the day following the
date of purchase. THE FUND AND GT GLOBAL RESERVE THE RIGHT TO REJECT ANY
PURCHASE ORDER AND TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In
particular, the Fund and GT Global may reject purchase orders or exchanges by
investors who appear to follow, in the Manager's judgement, a market-timing
strategy or otherwise engage in excessive trading. See "How to Make Exchanges --
Limitations on Purchase Orders and Exchanges."
Fiduciaries and Financial Advisors may be required to provide information
satisfactory to GT Global concerning their eligibility to purchase Advisor Class
shares. For specific information on opening an account, please contact your
Financial Advisor or GT Global.
PURCHASES BY BANK WIRE. Shares of the Fund may also be purchased through GT
Global by bank wire. Bank wire purchases will be effected at the net asset value
next determined after the bank wire is received. A wire investment is considered
received when the Transfer Agent is notified that the bank wire has been
credited to a Fund. Prior telephonic or facsimile notice must be provided to the
Transfer Agent that a bank wire is being sent. A bank may charge a service fee
for wiring money to the Fund. The Transfer Agent currently does not charge a
service fee for facilitating wire purchases, but reserves the right to do so in
the future. For more information, please refer to the Shareholder Account Manual
in this Prospectus.
CERTIFICATES. In the interest of economy and convenience, the Fund does not
issue physical certificates representing its shares. Shares of the Fund are
recorded on a register by the Transfer Agent, and shareholders have the same
rights of ownership as if certificates had been issued to them.
PORTFOLIO REBALANCING PROGRAM. The GT Global Portfolio Rebalancing Program
("Program") permits eligible shareholders to establish and maintain an
allocation across a range of GT Global Mutual
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GT GLOBAL DOLLAR FUND
Funds. The Program automatically rebalances holdings of GT Global Mutual Funds
to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, GT Global Mutual
Funds ("Personal Portfolio") is to be rebalanced on a monthly, quarterly,
semiannual, or annual basis.
Rebalancing under the Program will be effected through the exchange of shares of
one or more GT Global Mutual Funds in the shareholder's Personal Portfolio for
shares of the same class of one or more other GT Global Mutual Funds in the
shareholder's Personal Portfolio. See "How to Make Exchanges." If shares of the
Funds in a shareholder's Personal Portfolio have appreciated during a
rebalancing period, the Program will result in shares of Fund(s) that have
appreciated most during the period being exchanged for shares of Fund(s) that
have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR TAX PURPOSES.
See "Dividends and Federal Income Taxation." Participation in the Program does
not assure that a shareholder will profit from purchases under the Program nor
does it prevent or lessen losses in a declining market.
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and GT Global reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain brokers/dealers may
charge a fee for establishing accounts relating to the Program. Investors should
contact their broker/dealers or GT Global for more information.
Prospectus Page 11
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GT GLOBAL DOLLAR FUND
HOW TO MAKE EXCHANGES
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Advisor Class shares of the Fund may only be exchanged for Advisor Class shares
of the other GT Global Mutual Funds based on their respective net asset values,
provided that the registration remains identical. EXCHANGES ARE NOT TAX-FREE AND
MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR LOSS, AS THE CASE MAY BE FOR TAX
PURPOSES. See "Dividends and Federal Income Taxation." In addition to the Fund,
the GT Global Mutual Funds currently include:
-- GT GLOBAL AMERICA SMALL CAP GROWTH FUND
-- GT GLOBAL AMERICA MID CAP GROWTH FUND
-- GT GLOBAL AMERICA VALUE FUND
-- GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
-- GT GLOBAL EMERGING MARKETS FUND
-- GT GLOBAL EUROPE GROWTH FUND
-- GT GLOBAL FINANCIAL SERVICES FUND
-- GT GLOBAL GOVERNMENT INCOME FUND
-- GT GLOBAL GROWTH & INCOME FUND
-- GT GLOBAL HEALTH CARE FUND
-- GT GLOBAL HIGH INCOME FUND
-- GT GLOBAL INFRASTRUCTURE FUND
-- GT GLOBAL INTERNATIONAL GROWTH FUND
-- GT GLOBAL JAPAN GROWTH FUND
-- GT GLOBAL LATIN AMERICA GROWTH FUND
-- GT GLOBAL NATURAL RESOURCES FUND
-- GT GLOBAL NEW PACIFIC GROWTH FUND
-- GT GLOBAL STRATEGIC INCOME FUND
-- GT GLOBAL TELECOMMUNICATIONS FUND
-- GT GLOBAL WORLDWIDE GROWTH FUND
Up to four exchanges each year may be made without charge. A $7.50 service
charge will be imposed on each subsequent exchange. Exchange requests received
in good order by the Transfer Agent before the close of regular trading on the
NYSE on any Business Day will be processed at the net asset value determined
that day. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her Financial Advisor. Shareholders automatically have telephone privileges to
authorize exchanges. The Fund, GT Global and the Transfer Agent will not be
liable for any loss or damage for acting in good faith upon instructions
received by telephone and reasonably believed to be genuine. The Fund employs
reasonable procedures to confirm that instructions communicated by telephone are
genuine prior to acting upon instructions received by telephone, including
requiring some form of personal identification, providing written confirmation
of such transactions, and/or tape recording of telephone instructions.
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisors to request the prospectus of
the other GT Global Mutual Fund(s) being considered. Other investors should
contact GT Global. See the Shareholder Account Manual in this prospectus for
more information.
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The GT Global Mutual Funds are not
intended to serve as vehicles for frequent trading in response to short-term
fluctuations in the market. Due to the disruptive effect that market-timing
investment strategies and excessive trading can have on efficient portfolio
management, each GT Global Mutual Fund and GT Global reserves the right to
refuse purchase orders and exchanges by any person or group, if, in the
Manager's judgment such person or group was following a market-timing strategy
or was otherwise engaging in excessive trading.
In addition, each GT Global Mutual Fund and GT Global reserves the right to
refuse purchase orders and exchanges by any person or group if, in the Manager's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although a GT Global Mutual Fund will attempt
to give investors prior notice whenever it is reasonably able to do so, it may
impose the above restrictions at any time.
Finally, as described above, the Fund and GT Global reserve the right to reject
any purchase order.
Prospectus Page 12
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GT GLOBAL DOLLAR FUND
HOW TO REDEEM SHARES
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Redemption requests may be transmitted to the Transfer Agent by telephone or by
mail, in accordance with the instructions provided in the Shareholder Account
Manual. All redemptions will be effected at the net asset value next determined
after the Transfer Agent has received the request and any required supporting
documentation. Redemption requests will not require a signature guarantee if the
redemption proceeds are to be sent either: (i) to the redeeming shareholder at
the shareholder's address of record as maintained by the Transfer Agent,
provided the shareholder's address of record has not been changed in the
preceding thirty days; or (ii) directly to a pre-designated bank, savings and
loan or credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION
REQUESTS MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING
SHAREHOLDER'S SIGNATURE. A signature guarantee can be obtained from any bank,
U.S. trust company, a member firm of a U.S. stock exchange or a foreign branch
of any of the foregoing or other eligible guarantor institution. A notary public
is not an acceptable guarantor.
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $1,000. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee for each wire
redemption sent, but reserves the right to do so in the future. The
shareholder's bank may charge a bank wire service fee.
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
THIRTY DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, GT Global and the Transfer Agent will not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding thirty days, a signature guarantee
is required.
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt about what documents are required should contact
his or her Financial Advisor.
Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone or by mail will be made promptly after
receipt of a redemption request, if in good order, but not later than seven days
after the date the request is executed. Requests for redemption which are
subject to any special conditions or which specify a future or past effective
date cannot be accepted.
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good
Prospectus Page 13
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GT GLOBAL DOLLAR FUND
payment, the Fund may delay payment of redemption proceeds until it has assured
itself that good payment has been collected for the purchase of the shares. In
the case of purchases by check, it can take up to 10 business days to confirm
that the check has cleared and good payment has been received. Redemption
proceeds will not be delayed when shares have been paid for by wire or when the
investor's account holds a sufficient number of shares for which funds already
have been collected.
The Fund and GT Global each reserves the right to redeem the shares of any
Advisory Account or Wrap Fee Account if the amount invested in GT Global Mutual
Funds through such account is reduced to less than $500 through redemptions or
other action by the shareholder. Written notice will be given to the shareholder
at least 60 days prior to the date fixed for such redemption, during which time
the shareholder may increase the amount invested in GT Global Mutual Funds
through such account to an aggregate amount of $500 or more.
For additional information on how to redeem shares, see the Shareholder Account
Manual in this Prospectus, or contact your Financial Advisor.
Prospectus Page 14
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GT GLOBAL DOLLAR FUND
SHAREHOLDER ACCOUNT MANUAL
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Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Advisors. PLEASE BE CAREFUL TO
REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS PROVIDED. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends and Federal
Income Taxation -- Taxes" for more information.
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
INVESTMENTS BY MAIL
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
GT Global
P.O. Box 7345
San Francisco, California 94120-7345
INVESTMENTS BY BANK WIRE
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE APPROPRIATE CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO GT
GLOBAL AT THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire
instructions must state Fund name, class of shares, shareholder's registered
name and account number. Bank wires should be sent through the Federal Reserve
Bank Wire System to:
WELLS FARGO BANK N.A.
ABA 121000248
Attn: GT GLOBAL
Account No. 4023-050701
EXCHANGES BY TELEPHONE
Call GT Global at 1-800-223-2138
EXCHANGES BY MAIL
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the GT Global Mutual Fund exchanging into,
shareholder's registered name and account number, to:
GT Global
P.O. Box 7893
San Francisco, California 94120-7893
REDEMPTIONS BY TELEPHONE
Call GT Global at 1-800-223-2138
REDEMPTIONS BY MAIL
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
GT Global
P.O. Box 7893
San Francisco, California 94120-7893
OVERNIGHT MAIL
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, comply with the above
instructions but send to the following:
GT Global Investor Services
California Plaza
2121 N. California Boulevard
Suite 450
Walnut Creek, California 94596
ADDITIONAL QUESTIONS
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call GT Global at 1-800-223-2138.
Prospectus Page 15
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GT GLOBAL DOLLAR FUND
CALCULATION OF NET ASSET VALUE
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The Fund intends to use its best efforts to maintain its net asset value at
$1.00 per share. There can be no assurance, however, that the Fund will be able
to maintain a stable price of $1.00 per share. The value of each share of the
Fund is computed by dividing its net assets by the number of its outstanding
shares. "Net assets" equal the value of the Fund's investments and other assets
less its liabilities. The Fund calculates its net asset value as of the close of
regular trading on the NYSE (currently 4:00 p.m. Eastern time, unless weather,
equipment failure or other factors contribute to an earlier closing time) each
Business Day. Net asset value is determined separately for each class of the
Fund's shares.
The Fund values its portfolio securities using the amortized cost method of
valuation, pursuant to which the market value of an instrument is approximated
by amortizing the difference between the acquisition cost and value at maturity
of the instrument on a straight-line basis over its remaining life. All cash,
receivables and current payables are carried at their face value. Other assets,
if any, are valued at fair value as determined in good faith by or under the
direction of the Board.
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DIVIDENDS AND FEDERAL INCOME TAXATION
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DIVIDENDS. Dividends are declared daily and paid monthly from the Fund's net
investment income and any realized net short-term capital gain (the excess of
short-term capital gains over short-term capital losses). The Fund's net
investment income includes accrued interest and earned discount (including both
original issue and market discounts), less amortization of premium and
applicable expenses. Fund shares begin to earn dividends on the day following
the day on which Federal Funds become available. Dividends paid by the Fund with
respect to all classes of its shares are calculated in the same manner and at
the same time. The per share dividends on Advisor Class shares will be higher
than the per share dividends on shares of other classes of the Fund as a result
of the service and distribution fees applicable to those shares.
Dividends are automatically reinvested in Advisor Class shares unless the
investor has elected to receive them in cash. Cash payments may be elected on
the Account Application located at the end of this Prospectus or through the
investor's broker. Reinvestments in Advisor Class shares of another GT Global
Mutual Fund may only be directed to an account with an identical shareholder
registration and account number. An election to receive dividends in additional
shares or in cash may be changed at any time, but, to be effective for a
particular dividend, the investor or the investor's broker must notify the
Transfer Agent at least fifteen Business Days prior to the payment date. Shares
earn dividends on the day of redemption. THE FEDERAL INCOME TAX STATUS OF
DIVIDENDS IS THE SAME WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN
ADDITIONAL SHARES.
The Fund does not expect to realize long-term capital gain and thus does not
anticipate payment of any capital gain distributions.
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended. In each
taxable year that the Fund so qualifies, the Fund (but not its shareholders)
will be relieved of federal income tax on that part of its investment company
taxable income (consisting of
Prospectus Page 16
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GT GLOBAL DOLLAR FUND
net investment income and any net short-term capital gain) that is distributed
to its shareholders. Such distributions are taxable to the Fund's shareholders
as ordinary income to the extent of its earnings and profits, whether they are
received in cash or reinvested in additional shares.
The Fund provides federal tax information to its shareholders annually,
including information about dividends paid during the preceding year.
The Fund must withhold 31% of all dividends payable to any individuals and
certain other noncorporate shareholders who (i) have not furnished to the Fund a
correct taxpayer identification number or a properly completed claim for
exemption on Form W-8 or W-9 or (ii) otherwise are subject to backup
withholding.
Taxpayer identification numbers may be furnished on the Account Application
provided at the end of this Prospectus. Fund accounts opened via a bank wire
purchase (see "How to Invest -- Purchases Through the Distributor") are
considered to have uncertified taxpayer identification numbers unless a
completed Form W-8 or W-9 or Account Application is received by the Transfer
Agent within seven days after the purchase. A shareholder should contact the
Transfer Agent if the shareholder is uncertain whether a proper taxpayer
identification number is on file with the Fund.
The foregoing is only a summary of some of the important federal income tax
considerations generally affecting the Fund and its shareholders. See "Dividends
and Taxes" in the Statement of Additional Information for a further discussion.
There may be other federal, state, local or foreign tax considerations
applicable to a particular investor. Prospective investors are therefore urged
to consult their tax advisers.
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MANAGEMENT
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The Board has overall responsibility for the operation of the Fund. Pursuant to
such responsibility, the Board has approved contracts with various financial
organizations to provide, among other things, day to day management services
required by the Fund.
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by Chancellor LGT
Asset Management, Inc. (the "Manager") as the Fund's investment manager and
administrator include, but are not limited to, determining the composition of
the Fund's portfolio and placing orders to buy, sell or hold particular
securities; furnishing corporate officers and clerical staff; providing office
space, services and equipment; and supervising all matters relating to the
Fund's operation. For these services, the Fund pays the Manager management and
administration fees, computed daily and paid monthly, at the annualized rate of
0.50% of the Fund's average daily net assets. The Manager has voluntarily
undertaken to limit the Fund's expenses (exclusive of brokerage commissions,
interests, taxes and extraordinary expenses) to the annual rate of 1.00% of the
average daily net assets of the Fund's Advisor Class Shares. This undertaking
may be changed or eliminated in the future.
The Manager also serves as the Fund's pricing and accounting agent. For these
services, the Manager receives a fee at an annual rate derived by applying 0.03%
to the first $5 billion of assets of GT Global Mutual Funds and 0.02% to the
assets in excess of $5 billion, and allocating the result according to each
Fund's average daily net assets.
The Manager provides investment management and/or administration services to the
GT Global Mutual Funds. The Manager and its worldwide asset management
affiliates have provided investment management and/or administration services to
institutional, corporate and individual clients around the world since 1969. The
U.S. offices of the Manager are located at 50 California Street, 27th Floor, San
Francisco, CA 94111 and 1166 Avenue of the Americas, New York, NY 10036.
The Manager and its worldwide affiliates, including LGT Bank in Liechtenstein,
formerly Bank in Liechtenstein, compose Liechtenstein Global Trust, formerly BIL
GT Group Limited. Liechtenstein Global Trust is a provider of global asset
management and private banking products and services to individual and
institutional investors. Liechtenstein Global Trust is controlled by the Prince
of Liechtenstein Foundation, which serves as a
Prospectus Page 17
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GT GLOBAL DOLLAR FUND
parent organization for the various business enterprises of the Princely Family
of Liechtenstein. The principal business address of the Prince of Liechtenstein
Foundation is Herrengasse 12, FL-9490, Vaduz, Liechtenstein.
As of December 31, 1996, the Manager and its worldwide asset management
affiliates managed approximately $62 billion. In the United States, as of
December 31, 1996, the Manager managed or administered approximately $10 billion
of GT Global Mutual Funds. As of December 31, 1996, assets entrusted to
Liechtenstein Global Trust totalled approximately $84 billion.
On October 31, 1996, Chancellor Capital Management, Inc. ("Chancellor Capital")
merged with LGT Asset Management, Inc. and the resulting entity was named
Chancellor LGT Asset Management, Inc. As of September 30, 1996, Chancellor
Capital and its affiliates, based in New York, were the 15th largest independent
investment manager in the United States with approximately $33 billion in assets
under management. Chancellor Capital specialized in public and private U.S.
equity and bond portfolio management for over 300 U.S. institutional clients.
In addition to the investment resources of its San Francisco and New York
offices, the Manager draws upon the expertise, personnel, data and systems of
other offices of Liechtenstein Global Trust, including investment offices in
Frankfurt, Hong Kong, London, Singapore, Sydney, Tokyo, and Toronto. In managing
the GT Global Mutual Funds, the Manager employs a team approach, taking
advantage of its investment resources around the world in seeking to achieve
each Fund's investment objective. Many of the GT Global Mutual Funds' portfolio
managers are natives of the countries in which they invest, speak local
languages and/or live or work in the markets they follow.
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
RESPONSIBILITIES FOR BUSINESS EXPERIENCE
NAME/OFFICE THE FUND LAST FIVE YEARS
- ------------------------------------ ------------------------------------ ------------------------------------------
<S> <C> <C>
John W. Geissinger Portfolio Manager since 1997 Mr. Geissinger has been a Senior Portfolio
New York Manager and Head of Investment Grade
Fixed Income Group for the Manager since
1993. Prior thereto, Mr. Geissinger was a
Portfolio Manager at the Putnam Companies
from 1987 until 1993.
Heidi Koch Portfolio Manager since 1997 Ms. Koch has been a Portfolio Manager for
the Manager since 1991.
</TABLE>
Prior to October 31, 1996, Mr. Geissinger and Ms. Koch were employees of
Chancellor Capital.
In placing orders for the Fund's portfolio transactions, the Manager seeks to
obtain the best net results. Consistent with its obligation to obtain the best
net results, the Manager may consider a dealer's sale of shares of the GT Global
Mutual Funds as a factor in considering through whom portfolio transactions will
be effected.
DISTRIBUTION OF FUND SHARES. GT Global is the distributor of the Fund's Advisor
Class shares. Like the Manager, GT Global is a subsidiary of Liechtenstein
Global Trust with offices at 50 California Street, 27th Floor, San Francisco,
California 94111. The Manager or an affiliate thereof may, from time to time,
make ongoing payments to Financial Advisors and others that facilitate the
administration and servicing of Advisor Class shareholder accounts.
GT Global, at its own expense, may provide additional promotional incentives to
broker/dealers that sell shares of the Fund and/or shares of the other GT Global
Mutual Funds. In some instances additional compensation or promotional
incentives may be offered to broker/dealers that have sold or may sell
significant amounts of shares during specified periods of time. Such
compensation and incentives may include, but are not limited to, cash,
merchandise, trips and financial assistance to broker/dealers in connection with
preapproved conferences or seminars, sales or training programs for invited
sales personnel, payment for travel expenses (including meals and lodging)
incurred
Prospectus Page 18
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GT GLOBAL DOLLAR FUND
by sales personnel and members of their families or other invited guests to
various locations for such seminars or training programs, seminars for the
public, advertising and sales campaigns regarding one or more of the GT Global
Mutual Funds, and/ or other events sponsored by the broker/dealers.
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, GT Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. Banks and broker/ dealer affiliates of banks also may
execute dealer agreements with GT Global for the purpose of selling shares of
the Fund. If a bank were prohibited from so acting, its shareholder clients
would be permitted to remain shareholders, and alternative means for continuing
the servicing of such shareholders would be sought. It is not expected that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
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OTHER INFORMATION
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STATEMENTS AND REPORTS TO SHAREHOLDERS. Shareholders receive monthly statements
from the Transfer Agent detailing account transactions, such as an additional
investment, redemption or the payment of a dividend or distribution. Shortly
after the end of the Fund's fiscal year on December 31 and fiscal half-year on
June 30 of each year, shareholders receive an annual and semiannual report,
respectively. These reports list the securities held by the Fund and contain the
Fund's financial statements. In addition, the federal income status of dividends
paid by the Fund to its shareholders is reported after the end of each fiscal
year on Form 1099-DIV. Under certain circumstances, duplicate mailings of the
foregoing reports to the same household may be consolidated.
ORGANIZATION. The Company was organized as a Maryland corporation in 1981 and is
registered with the SEC as an open-end diversified management investment
company. From time to time, the Board of Directors may, at its discretion,
establish additional funds, each corresponding to a distinct investment
portfolio and a distinct series of the Company's common stock.
Advisor Class shares are offered through this prospectus to certain investors.
The Fund also offers Class A shares and Class B shares to investors through a
separate prospectus. The different expenses borne by each class of shares will
result in different dividends. The per share dividends on Advisor Class shares
of the Fund will generally be higher than the per share dividends on Class A and
B shares of the Fund as a result of the service and distribution fees applicable
with respect to Class A and B shares. Consequently, during comparable periods,
the Fund expects that the total return on an investment in shares of the Advisor
Class will be higher than the total return on Class A and B shares.
Pursuant to the Company's Articles of Amendment and Restatement, the Company may
issue two billion shares. Of this number, one billion five hundred million
shares have been classified as shares of the Fund; five hundred million shares
have been classified as Class A shares, five hundred million have been
classified as Class B shares and five hundred million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time at the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.001 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and other distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
at the discretion of the Board of Directors. Each Class A, Class B and Advisor
Class share of the Fund is equal as to earnings, assets and voting privileges
except as noted below, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Fund when issued are fully paid and
nonassessable.
Fund shares are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no
Prospectus Page 19
<PAGE>
GT GLOBAL DOLLAR FUND
preemptive or conversion rights. Shares may be voted on the election of
Directors and on other matters submitted to the vote of Fund shareholders. If
one or more additional funds were established, on any matter submitted to a vote
of shareholders, shares of each fund would be voted by that fund's shareholders
individually when the matter affected the specific interest of that fund only,
such as approval of that fund's investment advisory arrangements. In addition,
each class of shares has exclusive voting rights with respect to its
distribution plan. The shares of all the Company's funds would be voted in the
aggregate on other matters, such as the election of Directors and ratification
of the Directors' selection of the Company's independent accountants.
The Company normally will not hold meetings of shareholders except as required
under the 1940 Act. The Company would be required to hold a shareholders'
meeting in the event that at any time less than a majority of the Directors
holding office had been elected by shareholders. Directors shall continue to
hold office until their successors are elected and have qualified. Shares of the
Company do not have cumulative voting rights, which means that the holders of a
majority of the shares voting for the election of Directors can elect all the
Directors. A Director may be removed upon a majority vote of the shareholders
qualified to vote in the election. Shareholders holding 10% of the Company's
outstanding voting securities may call a meeting of shareholders for the purpose
of voting upon the question of removal of any Director or for any other purpose.
The 1940 Act requires the Company to assist shareholders in calling such a
meeting.
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund at
(800) 223-2138 or by writing to the Fund at P.O. Box 7893, San Francisco, CA
94120-7893.
PERFORMANCE INFORMATION. From time to time the Fund may advertise its "yield"
and "effective yield" in advertisements or promotional materials ("Performance
Advertisements"). Both yield and effective yield are calculated separately for
Class A, Class B and Advisor Class shares of the Fund. Both yield figures are
based on historical earnings and are not intended to indicate future
performance. It can be expected that these yields will fluctuate substantially.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be reinvested. The "effective yield" will be slightly
higher than the "yield" because of the compounding effect of this assumed
reinvestment. The Fund's "yield" and "effective yield" may reflect expenses
after reimbursement pursuant to an undertaking that may be in effect. See
"Management." The Statement of Additional Information describes the methods used
to calculate the Fund's yield and effective yield.
In Performance Advertisements, the Fund may quote its average annual total
return ("Standardized Return"). Standardized Return is calculated separately for
each class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five-, and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as to the end of a
shorter period corresponding to the life of the Fund. Standardized Return
assumes reinvestment of all dividends and capital gain distributions.
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return; it assumes reinvestment of all dividends and capital gain
distributions. Non-Standardized Return may be quoted for the same or different
periods as those for which Standardized Return is quoted; it may consist of an
aggregate or average annual percentage rate of return, actual year-by-year rates
or any combination thereof. Non-Standardized Return may or may not take sales
charges into account; performance data calculated without taking the effect of
sales charges into account will be higher than data including the effect of such
charges.
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from
Prospectus Page 20
<PAGE>
GT GLOBAL DOLLAR FUND
time to time depending upon market conditions, the composition of its portfolio
and its operating expenses. These factors and possible differences in
calculation methods should be considered when comparing the Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. The Fund's results also should be considered
relative to the risks associated with its investment objective and policies. See
"Investment Results" in the Statement of Additional Information.
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Manager and GT Global, a subsidiary of
Liechtenstein Global Trust and maintains offices at California Plaza, 2121 North
California Boulevard, Suite 450, Walnut Creek, CA 94596.
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is custodian of the Fund's assets.
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C., 20036-1800, acts as counsel to the Company. Kirkpatrick
& Lockhart LLP also acts as counsel to the Manager, GT Global and the Transfer
Agent in connection with other matters.
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
02109. Coopers & Lybrand L.L.P. conducts an annual audit of the Fund, assists in
the preparation of the Fund's federal and state income tax returns and consults
with the Company and the Fund as to matters of accounting, regulatory filings,
and federal and state income taxation.
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
Prospectus Page 21
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 22
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 23
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 24
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES
- --------------------------------------------------------------------------------
Prospectus Page 25
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT GLOBAL MUTUAL FUNDS
P.O. Box 7345
SAN FRANCISCO, CA 94120-7345 ADVISOR CLASS
800/223-2138 ACCOUNT APPLICATION
</TABLE>
<TABLE>
<S> <C>
/ / INDIVIDUAL / / JOINT TENANT / / GIFT/TRANSFER FOR MINOR / / TRUST / / CORP.
ACCOUNT REGISTRATION / / NEW ACCOUNT / / ACCOUNT REVISION (Account No.: -------------------------------------)
NOTE: Trust registrations should specify name of trustee(s), beneficiary(ies) and date of trust instrument. Registration for Uniform
Gifts/Transfers to Minors accounts should be in the name of one custodian and one minor and include the state under which the
custodianship is created.
----------------------------------------------------------------
- ------------------------------------------------------------ Social Security Number / / or Tax I.D. Number / / (Check
Owner applicable box)
- ------------------------------------------------------------ If more than one owner, social security number or taxpayer
Co-owner 1 identification number should be provided for first owner listed.
- ------------------------------------------------------------ If a purchase is made under Uniform Gift/Transfer to Minors Act,
Co-owner 2 social security number of the minor must be provided.
Resident of / / U.S. / / Other (specify) ----------------
- -------------------------------------------------------------------------------------- ( )
Street Address ---------------------------
- -------------------------------------------------------------------------------------- Home Telephone
City, State, Zip Code ( )
---------------------------
Business Telephone
FUND SELECTION $500 minimum initial investment for each Fund is required. Checks should be made payable to "GT GLOBAL."
</TABLE>
<TABLE>
<S> <C> <C> <C>
INITIAL INITIAL
INVESTMENT INVESTMENT
407 / / GT GLOBAL WORLDWIDE GROWTH FUND $ 413 / / GT GLOBAL LATIN AMERICA GROWTH FUND $
---------- ----------
405 / / GT GLOBAL INTERNATIONAL GROWTH FUND $ 424 / / GT GLOBAL AMERICA SMALL CAP GROWTH $
---------- FUND ----------
416 / / GT GLOBAL EMERGING MARKETS FUND $ 406 / / GT GLOBAL AMERICA GROWTH FUND $
---------- ----------
411 / / GT GLOBAL HEALTH CARE FUND $ 423 / / GT GLOBAL AMERICA VALUE FUND $
---------- ----------
415 / / GT GLOBAL TELECOMMUNICATIONS FUND $ 404 / / GT GLOBAL JAPAN GROWTH FUND $
---------- ----------
419 / / GT GLOBAL INFRASTRUCTURE FUND $ 410 / / GT GLOBAL GROWTH & INCOME FUND $
---------- ----------
417 / / GT GLOBAL FINANCIAL SERVICES FUND $ 409 / / GT GLOBAL GOVERNMENT INCOME FUND $
---------- ----------
421 / / GT GLOBAL NATURAL RESOURCES FUND $ 408 / / GT GLOBAL STRATEGIC INCOME FUND $
---------- ----------
422 / / GT GLOBAL CONSUMER PRODUCTS $ 418 / / GT GLOBAL HIGH INCOME FUND $
AND SERVICES FUND ---------- ----------
402 / / GT GLOBAL NEW PACIFIC GROWTH FUND $ 401 / / GT GLOBAL DOLLAR FUND $
---------- ----------
403 / / GT GLOBAL EUROPE GROWTH FUND $
----------
TOTAL INITIAL INVESTMENT: $
----------
</TABLE>
AGREEMENTS & SIGNATURES
By the execution of this Account Application, I/we represent and warrant that
I/we have full right power and authority and am/are of legal age in my/our
state of residence to make the investment applied for pursuant to this
Application. The person(s), if any, signing on behalf of the investor
represent and warrant that they are duly authorized to sign this Application
and to purchase, redeem or exchange shares of the Fund(s) on behalf of the
investor. I/WE HEREBY AFFIRM THAT I/WE HAVE RECEIVED A CURRENT ADVISOR CLASS
PROSPECTUS OF THE GT GLOBAL MUTUAL FUND(S) IN WHICH I/WE AM/ARE INVESTING AND
I/WE AGREE TO ITS TERMS AND CONDITIONS.
I/WE AND MY/OUR AGENTS, ASSIGNS AND SUCCESSORS UNDERSTAND AND AGREE THAT THE
ACCOUNT WILL BE SUBJECT TO THE TELEPHONE EXCHANGE AND TELEPHONE REDEMPTION
PRIVILEGES DESCRIBED IN THE CURRENT PROSPECTUS TO WHICH THIS APPLICATION IS
ATTACHED AND AGREE THAT GT GLOBAL, INC., G.T. GLOBAL GROWTH SERIES, G.T.
INVESTMENT FUNDS, INC., G.T. INVESTMENT PORTFOLIOS, INC. AND THE FUNDS'
TRANSFER AGENT, THEIR OFFICERS AND EMPLOYEES, WILL NOT BE LIABLE FOR ANY LOSS
OR DAMAGES ARISING OUT OF ANY SUCH TELEPHONE, TELEX OR TELEGRAPHIC
INSTRUCTIONS REASONABLY BELIEVED TO BE GENUINE, INCLUDING ANY SUCH LOSS OR
DAMAGES DUE TO NEGLIGENCE ON THE PART OF SUCH ENTITIES. THE INVESTOR(S)
CERTIFY(IES) AND AGREE(S) THAT THE CERTIFICATIONS, AUTHORIZATIONS, DIRECTIONS
AND RESTRICTIONS CONTAINED HEREIN WILL CONTINUE UNTIL GT GLOBAL, INC., G.T.
GLOBAL GROWTH SERIES, G.T. INVESTMENT FUNDS, INC., G.T. INVESTMENT PORTFOLIOS,
INC. OR THE FUNDS' TRANSFER AGENT RECEIVES WRITTEN NOTICE OF ANY CHANGE OR
REVOCATION. ANY CHANGE IN THESE INSTRUCTIONS MUST BE IN WRITING AND IN SOME
CASES, AS DESCRIBED IN THE PROSPECTUS, REQUIRES THAT ALL SIGNATURES BE
GUARANTEED.
PLEASE INDICATE THE NUMBER OF SIGNATURES REQUIRED TO PROCESS CHECKS OR
WRITTEN REDEMPTION REQUESTS: / / ONE / / TWO / / THREE / / FOUR.
(If you do not indicate the number of required signatures, ALL account
owners must sign checks and/or written redemption requests.)
UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE TAXPAYER IDENTIFICATION
NUMBER ("NUMBER") PROVIDED ON THIS FORM IS MY (OR MY EMPLOYER'S, TRUST'S,
MINOR'S OR OTHER PAYEE'S) TRUE, CORRECT AND COMPLETE NUMBER AND MAY BE
ASSIGNED TO ANY NEW ACCOUNT OPENED UNDER THE EXCHANGE PRIVILEGE. I FURTHER
CERTIFY THAT I AM (OR THE PAYEE WHOSE NUMBER IS GIVEN IS) NOT SUBJECT TO
BACKUP WITHHOLDING BECAUSE: (A) I AM (OR THE PAYEE IS) EXEMPT FROM BACKUP
WITHHOLDING; (B) THE INTERNAL REVENUE SERVICE (THE "I.R.S.") HAS NOT NOTIFIED
ME THAT I AM (OR THE PAYEE IS) SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS; OR (C) THE I.R.S. HAS NOTIFIED ME
THAT I AM (THE PAYEE IS) NO LONGER SUBJECT TO BACKUP WITHHOLDING;
OR, / / I AM (THE PAYEE IS) SUBJECT TO BACKUP WITHHOLDING.
ALL ACCOUNT OWNERS MUST SIGN BELOW (Minors are not authorized signers)
Account revisions may require that signatures be guaranteed. Please see the
Prospectus.
THE I.R.S. DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
<TABLE>
<S> <C>
----------------------------------------------------------
Date
X X
---------------------------------------------------------- ----------------------------------------------------------
X X
---------------------------------------------------------- ----------------------------------------------------------
</TABLE>
<PAGE>
ACCOUNT PRIVILEGES
CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS
All capital gains and dividend distributions will be reinvested in additional
shares of Advisor class unless appropriate boxes below are checked:
/ / Pay capital gain distributions only in cash / / Pay dividends only in
cash / / Pay capital gain distributions AND dividends in cash.
SPECIAL CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS OPTION
Pay distributions noted above to another GT Global Mutual Fund:
Fund Name --------------------------------------------------------------------
<TABLE>
<S> <C>
TELEPHONE EXCHANGE AND REDEMPTION AUTHORITY TO TRANSMIT REDEMPTION PROCEEDS TO
PRE-DESIGNATED ACCOUNT
I/We, either directly or through the Authorized Agent, if any, named By completing the following section, redemptions that
below, hereby authorize the Transfer Agent of the GT Global Mutual exceed $1,000 may be wired or mailed to a Pre-Designated
Funds, to honor any telephone, telex or telegraphic instructions Account at your bank. (Wiring instructions may be obtained
reasonably believed to be authentic for redemption and/or exchange from your bank.) A bank wire service fee may be charged.
between a similar class of shares of any of the Funds distributed by ----------------------------------------------------------
GT Global, Inc. Name of Bank
----------------------------------------------------------
Bank Address
----------------------------------------------------------
Bank A.B.A Number Account Number
----------------------------------------------------------
Names(s) in which Bank Account is Established
A corporation (or partnership) must also submit a
"Corporate Resolution" (or "Certificate of Partnership")
indicating the names and titles of Officers authorized to
act on its behalf.
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR USE BY AUTHORIZED AGENT ONLY
We hereby submit this Account Application for the purchase of Advisor Class shares in accordance with the terms of our Advisor Class
Agreement with GT Global, Inc. and with the Prospectus and Statement of Additional Information of each Fund purchased.
- ------------------------------------------------------------------------------------------------------------------------------------
Advisor's Name
- ------------------------------------------------------------------------------------------------------------------------------------
Main Office Address Branch Number (if applicable) Representative's Number Representative's Name
( )
- -------------------------------------------------------------------------------------------------------------------------
Branch Address Telephone
- -------------------------------------------------------------------------------------------------------------------------
Advisor's Authorized Signature Title
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
Fifty California Street SUPPLEMENTAL APPLICATION
27th Floor PORTFOLIO REBALANCING PROGRAM
San Francisco, CA 94111-4624
</TABLE>
<TABLE>
<S> <C>
ACCOUNT REGISTRATION EXISTING
SHAREHOLDER ACCOUNT NUMBER
</TABLE>
NOTE: Trust registrations should specify name of trustee(s), beneficiary(ies)
and date of trust instrument. Registration for Uniform Gifts/Transfers to
Minors accounts should be in the same name of one custodian and one minor and
include the state under which the custodianship is created.
<TABLE>
<S> <C> <C> <C> <C>
--------------------------------------
Owner Social Security Number / / or Tax I.D. Number "TIN" / /
- -------------------------------------- (Check applicable box)
Co-owner 1 If more than one owner, social security number or taxpayer identification number
- -------------------------------------- should be provided for first owner listed. If a purchase is made under Uniform
Co-owner 2 Gift/Transfer to Minors Act, social security number of the minor must be provided.
-------------------------------------- Resident of / / U.S. / / Other (specify)------------------------------
Street Address Failure to provide TIN will result in 31% withholding on redemptions and exchanges.
( ) ( )
------------------------------------------------------------------------------------------------------------------------------
City, State, Zip Code Home Telephone Business
Telephone
</TABLE>
FUND SELECTION $500 MINIMUM INITIAL INVESTMENT REQUIRED FOR EACH FUND SELECTED
FOR CLASS A AND CLASS B SHARES.
CHECKS SHOULD BE MADE PAYABLE TO "GT GLOBAL."
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER / / Class A
Shares / / Class B Shares or / / Advisor Class
Advisor Class shares are sold through a different prospectus than Class A and
Class B shares, are not sold directly to the general public and only available
through certain employee benefit plans, financial institutions and other
entities that have entered into specific agreements with GT Global, Inc.
Special account requirements apply to Advisor Class shares. Please see an
Advisor Class prospectus for complete information.
If a class share box is not checked, your investment will be made in Class A
shares. Minimum 2 funds; Maximum 10 funds; Minimum 5% allocation per fund.
<TABLE>
<S> <C> <C> <C> <C>
07 GT GLOBAL WORLDWIDE GROWTH FUND ---------- 13 GT GLOBAL LATIN AMERICA GROWTH FUND ----------
05 GT GLOBAL INTERNATIONAL GROWTH FUND ---------- 24 GT GLOBAL AMERICA SMALL CAP GROWTH FUND ----------
16 GT GLOBAL EMERGING MARKETS FUND ---------- 06 GT GLOBAL AMERICA MID CAP GROWTH FUND ----------
11 GT GLOBAL HEALTH CARE FUND ---------- 23 GT GLOBAL AMERICA VALUE FUND ----------
15 GT GLOBAL TELECOMMUNICATIONS FUND ---------- 04 GT GLOBAL JAPAN GROWTH FUND ----------
19 GT GLOBAL INFRASTRUCTURE FUND ---------- 10 GT GLOBAL GROWTH & INCOME FUND ----------
17 GT GLOBAL FINANCIAL SERVICES FUND ---------- 09 GT GLOBAL GOVERNMENT INCOME FUND ----------
21 GT GLOBAL NATURAL RESOURCES FUND ---------- 08 GT GLOBAL STRATEGIC INCOME FUND ----------
22 GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ---------- 18 GT GLOBAL HIGH INCOME FUND ----------
02 GT GLOBAL NEW PACIFIC GROWTH FUND ---------- 01 GT GLOBAL DOLLAR FUND ----------
03 GT GLOBAL EUROPE GROWTH FUND ----------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Rebalance frequency - check one
/ / Monthly / / Quarterly / / Semi annual / / Annual Total percentage must equal 100%.
</TABLE>
CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS
All capital gains distributions and dividends will be reinvested in additional
shares of the same class unless appropriate boxes below are checked:
/ / Pay capital gain distributions only in cash / / Pay dividends only in
cash / / Pay capital gain distributions and dividends in cash.
Investment will be split according to allocation.
<TABLE>
<S> <C>
AGREEMENTS & SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions contained herein
will continue until the Transfer Agent of the GT Global Mutual Funds receives written notice of any change or revocation. ANY
CHANGE IN THESE INSTRUCTIONS MUST BE IN WRITING WITH ALL SIGNATURES GUARANTEED (IF APPLICABLE).
- ------------------------------------------------------------
Date
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock exchange;
(4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary public is NOT an
acceptable guarantor. An investor with questions concerning the GT Global Mutual Funds signature guarantee requirement should
contact the Transfer Agent.
</TABLE>
<PAGE>
GT GLOBAL DOLLAR FUND
GT GLOBAL MUTUAL FUNDS
GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE GT GLOBAL
MUTUAL FUNDS, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING
MARKET INVESTING AS WELL AS THE RISKS OF INVESTING IN RELATED INDUSTRIES,
PLEASE CONTACT GT GLOBAL OR YOUR FINANCIAL ADVISOR.
GROWTH FUNDS
/ / GLOBALLY DIVERSIFIED FUNDS
GT GLOBAL WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
GT GLOBAL INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.
GT GLOBAL EMERGING MARKETS GROWTH FUND
Gives access to the growth potential of developing economies
/ / GLOBAL THEME FUNDS
GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
GT GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products
GT GLOBAL HEALTH CARE FUND
Invests in growing health care industries worldwide
GT GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure
GT GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources
GT GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
/ / REGIONALLY DIVERSIFIED FUNDS
GT GLOBAL NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
GT GLOBAL EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe
GT GLOBAL LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America
/ / SINGLE COUNTRY FUNDS
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
Invests in equity securities of small U.S. companies
GT GLOBAL AMERICA MID CAP GROWTH FUND
Concentrates on medium-sized companies in the U.S.
GT GLOBAL AMERICA VALUE FUND
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
GT GLOBAL JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market
GROWTH AND INCOME FUND
GT GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world
INCOME FUNDS
GT GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities
GT GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
GT GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets
MONEY MARKET FUND
GT GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
[LOGO]
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GT GLOBAL DOLLAR FUND,
CHANCELLOR LGT ASSET MANAGEMENT, INC., G.T. INVESTMENT PORTFOLIOS, INC., OR
GT GLOBAL, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
DOLPV704 MC
<PAGE>
GT GLOBAL DOLLAR FUND
50 California Street, 27th Floor
San Francisco, California 94111-4624
(415) 392-6181
Toll Free: (800) 824-1580
Statement of Additional Information
May 1, 1997
- --------------------------------------------------------------------------------
GT Global Dollar Fund (the "Fund") is a diversified series of G.T. Investment
Portfolios, Inc. (the "Company"), a registered open-end management investment
company. This Statement of Additional Information relating to the Class A and
Class B shares of the Fund, which is not a prospectus, supplements and should be
read in conjunction with the Fund's current Class A and Class B Prospectus dated
May 1, 1997, a copy of which is available without charge by writing to the above
address or calling the Fund at the toll-free telephone number printed above.
Chancellor LGT Asset Management, Inc. (the "Manager") serves as the Fund's
investment manager and administrator. The distributor of the Fund's shares is GT
Global, Inc. ("GT Global"). The Fund's transfer agent is GT Global Investor
Services, Inc. ("GT Services" or the "Transfer Agent").
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Investment Objective and Policies........................................................................................ 2
Investment Limitations................................................................................................... 4
Directors and Executive Officers......................................................................................... 5
Management............................................................................................................... 7
Dividends and Taxes...................................................................................................... 8
Information Relating to Sales and Redemptions............................................................................ 9
Valuation of Fund Shares................................................................................................. 11
Execution of Portfolio Transactions...................................................................................... 12
Additional Information................................................................................................... 13
Investment Results....................................................................................................... 14
Description of Debt Ratings.............................................................................................. 19
Financial Statements..................................................................................................... 20
</TABLE>
[LOGO]
Statement of Additional Information Page 1
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT OBJECTIVE
AND POLICIES
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is maximum current income consistent with
liquidity and conservation of capital. The Fund seeks its objective by investing
in high quality, U.S. dollar-denominated money market instruments.
CHANGES IN A SECURITY'S RATING
Subsequent to the purchase of a security by the Fund, the security may cease to
be rated or its rating may be reduced below the minimum rating required for its
purchase, as described in the Prospectus. In such event the Fund, the Company's
Board of Directors (the "Board") and the Manager will review the situation and
take appropriate action in accordance with procedures adopted by the Board
pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act").
VARIABLE AND FLOATING RATE OBLIGATIONS
Floating and variable rate demand notes and bonds are obligations ordinarily
having stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not exceeding
13 months, in each case upon not more than 30 days' notice. The issuer of such
obligations generally has a corresponding right, after a given period, to prepay
in its discretion the outstanding principal amount of the obligation plus
accrued interest upon a specified number of days' notice to the holders thereof.
The interest rates payable on certain securities in which the Fund may invest
are not fixed and may fluctuate based upon changes in market rates. Variable and
floating rate obligations have interest rates that are adjusted at designated
intervals or whenever there are changes in the market rates of interest on which
the interest rates are based. Variable and floating rate obligations permit the
Fund to "lock in" the current interest rate for only the period until the next
rate adjustment, but the rate adjustment feature tends to limit the extent to
which the market value of the obligation will fluctuate.
BANKERS' ACCEPTANCES
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn on it by a customer. These obligations are backed by large banks
and usually are backed by goods in international trade.
CERTIFICATES OF DEPOSIT
Certificates of deposit are negotiable certificates representing a commercial
bank's obligations to repay funds deposited with it, earning specified rates of
interest over a given period of time.
COMMERCIAL PAPER
Commercial paper consists of short-term promissory notes issued by large
corporations with a high quality rating to finance short-term credit needs.
U.S. GOVERNMENT OBLIGATIONS
U.S. government obligations are debt securities issued or guaranteed by the U.S.
Treasury or by an agency or instrumentality of the U.S. government. However, not
all U.S. government obligations are backed by the full faith and credit of the
United States. For example, securities issued by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation and the Tennessee Valley
Authority are supported only by the credit of the issuer. There is no guarantee
that the U.S. government will provide support to such U.S. government sponsored
agencies, as it is not so obligated by law. Therefore, the purchase of such
securities involves more risk than investment in other U.S. government
obligations.
REPURCHASE AGREEMENTS
A repurchase agreement is a transaction in which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank or dealer at an agreed-upon price, date and market
rate of interest unrelated to the coupon rate or maturity of the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase agreement becomes bankrupt, the Fund intends to enter into
repurchase agreements only with banks and dealers believed by the Manager to
present minimal credit risks in accordance with guidelines established by the
Board. The Manager will review and monitor the creditworthiness of such
institutions under the Board's general supervision.
Statement of Additional Information Page 2
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund will invest only in repurchase agreements collateralized at all times
in an amount at least equal to the repurchase price plus accrued interest. To
the extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss. If the financial institution which is party to the repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other liquidation proceedings, there may be restrictions on the Fund's ability
to sell the collateral and the Fund could suffer a loss. However, with respect
to financial institutions whose bankruptcy or liquidation proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with provisions
under such Code that would allow the immediate resale of such collateral. There
is no limitation on the amount of the Fund's assets that may be subject to
repurchase agreements at any given time. The Fund will not enter into a
repurchase agreement with a maturity of more than seven days if, as a result,
more than 10% of the value of its net assets would be invested in such
repurchase agreements and other illiquid investments.
WHEN-ISSUED DELAYED DELIVERY TRANSACTIONS
The Fund may buy and sell securities on a when-issued or delayed delivery basis,
with payment and delivery taking place at a future date. The market value of
securities purchased in this way may change before the delivery date, which
could increase fluctuations in the Fund's yield. Ordinarily, the Fund will not
earn interest on securities purchased until they are delivered.
ILLIQUID SECURITIES
The Fund will not invest more than 10% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days, and restricted securities other than those the Manager has determined to
be liquid pursuant to guidelines established by the Board. Commercial paper
issues in which the Fund may invest include securities issued by major
corporations without registration under the Securities Act of 1933, as amended
(the "1933 Act") in reliance on the exemption from such registration afforded by
Section 3(a)(3) thereof and commercial paper issued in reliance on the so-called
"private placement" exemption from registration afforded by Section 4(2) of the
1933 Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to
disposition under the federal securities laws in that any resale must similarly
be made in an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity.
Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the 1933 Act, including private placements, repurchase
agreements, commercial paper, foreign securities and corporate bonds and notes.
These instruments are often restricted securities because the securities are
sold in transactions not requiring registration. Institutional investors
generally will not seek to sell these instruments to the general public, but
instead will often depend either on an efficient institutional market in which
such unregistered securities can be readily resold on or an issuer's ability to
honor a demand for repayment. Therefore, the fact that there are contractual or
legal restrictions on resale to the general public or certain institutions is
not dispositive of the liquidity of such investments.
Rule 144A under the 1933 Act establishes a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers. Institutional markets for restricted securities that have
developed as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and settlement of unregistered securities, such as the PORTAL System
sponsored by the National Association of Securities Dealers, Inc. An
insufficient number of qualified institutional buyers interested in purchasing
Rule 144A-eligible restricted securities held by the Fund, however, could affect
adversely the marketability of such portfolio securities and the Fund might be
unable to dispose of such securities promptly or at favorable prices.
With respect to liquidity determinations generally, the Board has the ultimate
responsibility for determining whether specific securities, including restricted
securities pursuant to Rule 144A under the 1933 Act, are liquid or illiquid. The
Board has delegated the function of making day-to-day determinations of
liquidity to the Manager, in accordance with procedures approved by the Board.
The Manager takes into account a number of factors in reaching liquidity
decisions, including (1) the frequency of trading in the security; (2) the
number of dealers that make quotes for the security; (3) the number of dealers
that have undertaken to make a market in the security; (4) the number of other
potential purchasers; and (5) the nature of the security and how trading is
effected (E.G., the time needed to sell the security, how offers are solicited
and the mechanics of transfer). The Manager monitors the liquidity of securities
held by the Fund and periodically reports thereon to the Board.
Statement of Additional Information Page 3
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund has adopted the following investment limitations as fundamental
policies that may not be changed without approval by the affirmative vote of the
lesser of (i) 67% of the Fund's shares represented at a meeting at which more
than 50% of the outstanding shares are represented, and (ii) more than 50% of
the Fund's outstanding shares. The Fund may not:
(1) Purchase common stocks, preferred stocks, warrants or other equity
securities;
(2) Issue senior securities;
(3) Pledge, mortgage or hypothecate its assets except to secure
borrowings as disclosed in the Prospectus;
(4) Sell securities short, purchase securities on margin, or engage in
option transactions;
(5) Underwrite the sale of securities of other issuers;
(6) Purchase or sell real estate interests, commodities or commodity
contracts or oil and gas investments;
(7) Make loans, except: (i) the purchase of debt securities in
accordance with the Fund's objectives and policies shall not be considered
making loans, and (ii) pursuant to contracts providing for the compensation
of service provided by compensating balances;
(8) Purchase the securities issued by other investment companies, except
as they may be acquired as part of a merger, consolidation or acquisition of
assets; and
(9) Invest more than 25% of the value of the Fund's assets in securities
of issuers in any one industry, except that the Fund is permitted to invest
without such limitation in U.S. government-backed obligations.
For purposes of the concentration policy contained in limitation (9), above, the
Fund intends to comply with the Securities and Exchange Commission ("SEC") staff
position that securities issued or guaranteed as to principal and interest by
any single foreign government are considered to be securities of issuers in the
same industry.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in values or assets
will not constitute a violation of that restriction.
An additional investment limitation of the Fund, which is not fundamental and
may be changed by vote of the Board without shareholder approval to the extent
consistent with regulatory requirements, provides that the Fund may not invest
more than 10% of its net assets in illiquid securities.
Statement of Additional Information Page 4
<PAGE>
GT GLOBAL DOLLAR FUND
DIRECTORS AND EXECUTIVE
OFFICERS
- --------------------------------------------------------------------------------
The Company's Directors and Executive Officers are listed below.
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS EXPERIENCE FOR PAST 5 YEARS
- --------------------------------------- ------------------------------------------------------------------------------------------
<S> <C>
William J. Guilfoyle*, 38 Director, LGT Asset Management, Inc. since 1996; Director, G.T. Insurance Agency ("G.T.
Director, Chairman of the Board and Insurance") since 1996; Director, Liechtenstein Global Trust AG (holding company of the
President various international LGT companies) since 1995; President, GT Global since 1995;
50 California Street President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice President
San Francisco, CA 94111 and Director, Sales and Marketing, G.T. Insurance from April 1995 to November 1995; Vice
President and Director of Marketing, GT Global from 1987 to 1995; Senior Vice President,
Retail Marketing, G.T. Insurance from 1993 to 1995; and Vice President, G.T. Insurance
from 1992 to 1993. Mr. Guilfoyle also is a director or trustee of each of the other
investment companies registered under the 1940 Act that is managed or administered by the
Manager.
C. Derek Anderson, 55 Chief Executive Officer, Anderson Capital Management, Inc.; Chairman and Chief Executive
Director Officer, Plantagenet Holdings, Ltd. from 1991 to present; Director, Munsingwear, Inc.; and
220 Sansome Street Director, American Heritage Group Inc. and various other companies. Mr. Anderson also is a
Suite 400 director or trustee of each of the other investment companies registered under the 1940
San Francisco, CA 94104 Act that is managed or administered by the Manager.
Frank S. Bayley, 57 Partner, Baker & McKenzie (a law firm); Director and Chairman, C.D. Stimson Company (a
Director private investment company). Mr. Bayley also is a director or trustee or each of the other
Two Embarcadero Center investment companies registered under the 1940 Act that is managed or administered by the
Suite 2400 Manager.
San Francisco, CA 94111
Arthur C. Patterson, 53 Managing Partner, Accel Partners (a venture capital firm). He also serves as a director of
Director various computing and software companies. Mr. Patterson also is a director or trustee of
One Embarcadero Center each of the other investment companies registered under the 1940 Act that is managed or
Suite 3820 administered by the Manager.
San Francisco, CA 94111
Ruth H. Quigley, 61 Private investor; and President, Quigley Friedlander & Co., Inc. (a financial advisory
Director services firm) from 1984 to 1986. Ms. Quigley also is a director or trustee or each of the
1055 California Street other investment companies registered under the 1940 Act that is managed or administered
San Francisco, CA 94108 by the Manager.
Robert G. Wade, Jr.*, 69 Consultant to the Manager; Chairman of the Board of Chancellor Capital Management, Inc.
Director from January 1995 to October 1996; President, Chief Executive Officer and Chairman of the
1166 Avenue of the Americas Board of Chancellor Capital Management, Inc. from 1988 to January 1995.
New York, NY 10036
</TABLE>
- ------------------
* Mr. Guilfoyle and Mr. Wade are "interested persons" of the Company as
defined by the 1940 Act due to their affiliation with the LGT companies.
Statement of Additional Information Page 5
<PAGE>
GT GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS EXPERIENCE FOR PAST 5 YEARS
- --------------------------------------- ------------------------------------------------------------------------------------------
<S> <C>
James R. Tufts, 38 Chief Information Officer for the Manager since October 1996; President, GT Services since
Vice President and Chief 1995; Senior Vice President -- Finance and Administration, GT Global, GT Services and G.T.
Financial Officer Insurance from 1994 to 1995; Senior Vice President -- Finance and Administration, LGT
50 California Street Asset Management from 1994 to October 1996; Vice President -- Finance, LGT Asset
San Francisco, CA 94111 Management, GT Global and GT Services from 1990 to 1994; Vice President -- Finance, G.T.
Insurance from 1992 to 1994; and Director, LGT Asset Managerment, GT Global and GT
Services since 1991.
Kenneth W. Chancey, 51 Vice President -- Mutual Fund Accounting, the Manager since 1992; and Vice President,
Vice President and Putnam Fiduciary Trust Company from 1989 to 1992.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
Helge K. Lee, 50 Executive Vice President, Asset Management Division, Liechtenstein Global Trust since
Vice President and Secretary October 1996; Senior Vice President, LGT Asset Management, GT Global, GT Services and G.T.
50 California Street Insurance from February 1996 to October 1996; Vice President, the Manager, LGT Asset
San Francisco, CA 94111 Management, GT Global, GT Services and G.T. Insurance from May 1994 to February 1996;
General Counsel, the Manager, LGT Asset Management, GT Global, GT Services and G.T.
Insurance from May 1994 to October 1996; Secretary, the Manager, LGT Asset Management, GT
Global, GT Services and G.T. Insurance from May 1994 to October 1996; Senior Vice
President, General Counsel and Secretary, Strong/ Corneliuson Management, Inc.; and
Secretary, each of the Strong Funds from October 1991 to May 1994.
</TABLE>
------------------------
The Board of Directors has a Nominating and Audit Committee, comprised of Ms.
Quigley and Messrs. Anderson, Bayley and Patterson, which is responsible for
nominating persons to serve as Directors, reviewing audits of the Company and
recommending firms to serve as independent auditors of the Company. Each of the
Directors and Officers of the Company is also a Director and Officer of G.T.
Investment Funds, Inc., G.T. Investment Portfolios, Inc., GT Global Floating
Rate Fund, Inc. and G.T. Global Developing Markets Fund, Inc. and a Trustee and
Officer of G.T. Global Growth Series, G.T. Global Eastern Europe Fund, G.T.
Global Variable Investment Trust, G.T. Global Variable Investment Series, G.T.
Global High Income Portfolio, Growth Portfolio and Global Investment Portfolio,
which also are registered investment companies managed by the Manager. Each
Director and Officer serves in total as a Director and or Trustee and Officer,
respectively, of 12 registered investment companies with 41 series managed or
administered by the Manager. The Company pays each Director who is not a
director, officer or employee of the Manager or any affiliated company $1,000
per annum, plus $300 for each meeting of the Board or any committee thereof
attended by the Director, and reimburses travel and other expenses incurred in
connection with attendance at such meetings. Other Directors and Officers
receive no compensation or expense reimbursement from the Company. For the
fiscal year ended December 31, 1996, Mr. Anderson, Mr. Bayley, Mr. Patterson and
Ms. Quigley, who are not directors, officers or employees of the Manager or any
affiliated company, received total compensation of $3,400, $3,400, $3,100 and
$3,400, respectively, from the Company for their services as Directors. For the
fiscal year ended December 31, 1996, Mr. Anderson, Mr. Bayley, Mr. Patterson and
Ms. Quigley received total compensation of $87,600, $87,600, $80,100 and
$87,600, respectively, from the investment companies managed or administered by
the Manager for which he or she serves as a Director or Trustee. Fees and
expenses disbursed to the Directors contained no accrued or payable pension or
retirement benefits. As of April 1, 1997, the Directors and Officers and their
families as a group owned in the aggregate beneficially or of record less than
1% of the outstanding shares of the Fund.
Statement of Additional Information Page 6
<PAGE>
GT GLOBAL DOLLAR FUND
MANAGEMENT
- --------------------------------------------------------------------------------
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
The Manager serves as the Fund's investment manager and administrator under an
Investment Management and Administration Contract between the Company and the
Manager ("Management Contract"). The Manager serves as Admistrator to the Fund
under an administration contract between the Company and the Manager
("Administration Contract"). The Administration Contract will not be deemed an
advisory contract, as defined under the 1940 Act. As investment manager and
administrator, the Manager makes all investment decisions for the Fund and, as
administrator, administers the Fund's affairs. Among other things, the Manager
furnishes the services and pays the compensation and travel expenses of persons
who perform the executive, administrative, clerical and bookkeeping functions of
the Company and the Fund, and provides suitable office space, necessary small
office equipment and utilities. For these services, the Fund pays the Manager
investment management and administration fees, computed daily and paid monthly,
at the annualized rate of 0.50% of the Fund's average daily net assets.
The Management Contract may be renewed for one-year terms with respect to the
Fund, provided that any such renewal has been specifically approved at least
annually by: (i) the Board, or by the vote of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act), and (ii) a majority
of Directors who are not parties to the Management Contract or "interested
persons" of any such party (as defined in the 1940 Act), cast in person at a
meeting called for the specific purpose of voting on such approval. Either the
Company or the Manager may terminate the Management Contract without penalty
upon sixty days' written notice to the other party. The Management Contract
terminates automatically in the event of its assignment (as defined in the 1940
Act).
For the fiscal years ended December 31, 1996, 1995 and 1994, the Fund paid
investment management and administration fees to the Manager in the amounts of
$1,808,976, $1,665,299 and $1,406,615, respectively. During the fiscal year
ended December 31, 1996, the Manager reimbursed the Fund for a portion of its
investment management and administration fees in the amount of $173,045. No such
reimbursements were made during the fiscal years ended December 31, 1995 and
1994.
DISTRIBUTION SERVICES
The Fund's Class A and Class B shares are offered continuously through the
Fund's principal underwriter and distributor, GT Global, on a "best efforts"
basis pursuant to a Distribution Contract between the Company and GT Global.
As described in the Prospectus, the Company has adopted separate Distribution
Plans with respect to Class A and Class B shares of the Fund in accordance with
Rule 12b-1 under the 1940 Act (each a "Class A Plan" or "Class B Plan,"
respectively, and collectively, the "Plans"). The rate of payment by the Fund
under the Plans, as described in the Prospectus, may not be increased without
the approval of the majority of the outstanding voting securities of the
affected class. All expenses for which GT Global is reimbursed under a Class A
Plan will have been incurred within one year of such reimbursement. For the
fiscal year ended December 31, 1996, the Fund made payments to GT Global under
the Class A Plan and Class B Plan in the amounts of $0 and $776,713,
respectively. During the fiscal year ended December 31, 1996, GT Global waived
payments under the Class A Plan and Class B Plan in the amounts of $629,910 and
$258,900, respectively.
In approving the Plans, the Directors determined that the adoption of each Plan
was in the best interests of the shareholders of the Fund. Agreements related to
the Plans must also be approved by such vote of the Directors, including a
majority of Directors who are not interested persons of the Company (as defined
in the 1940 Act) and who have no direct or indirect financial interests in the
operation of the Plans, or in any agreement related thereto.
Each Plan requires that, at least quarterly, the Directors review the amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan requires that as long as it is in effect the selection and nomination of
Directors who are not "interested persons" of the Company will be committed to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
As discussed in the Prospectus, GT Global receives no compensation or
reimbursements relating to its distribution efforts with respect to Class A
shares other than as described above. GT Global receives any contingent deferred
sales charges
Statement of Additional Information Page 7
<PAGE>
GT GLOBAL DOLLAR FUND
payable with respect to redemption of Class B shares. For the fiscal years ended
December 31, 1996, 1995 and 1994, GT Global collected contingent deferred sales
charges in the amount of $968,357, $1,333,734 and $602,389, respectively.
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer Agent has been retained by the Fund to perform shareholder
servicing, reporting and general transfer agent functions for the Fund. For
these services, the Transfer Agent receives an annual maintenance fee of $17.50
per account, a new account fee of $4.00 per account, a per transaction fee of
$1.75 for all transactions other than exchanges and a per exchange fee of $2.25.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such items as postage, forms, telephone charges, stationery and office
supplies. The Manager also serves as the Fund's pricing and accounting agent.
For the fiscal years ended December 31, 1996 and 1995, the accounting services
fees for the Fund were $90,682 and $34,482, respectively.
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by the Manager, GT Global and other
agents. These expenses include, in addition to the advisory, administration,
distribution, transfer agency, pricing and accounting agency and brokerage fees
discussed above, legal and audit expenses, custodian fees, directors' fees,
organizational fees, fidelity bond and other insurance premiums, taxes,
extraordinary expenses and the expenses of reports and prospectuses sent to
existing investors. The allocation of general Company expenses and expenses
shared among the Fund and other funds organized as series of the Company are
allocated on a basis deemed fair and equitable, which may be based on the
relative net assets of the Fund or the nature of the service performed and
relative applicability to the Fund. Expenditures, including costs incurred in
connection with the purchase or sale of portfolio securities, which are
capitalized in accordance with generally accepted accounting principles
applicable to investment companies, are accounted for as capital items and not
as expenses.
- --------------------------------------------------------------------------------
DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------
DAILY INCOME DIVIDENDS
Net investment income and any realized net short-term capital gain are
determined and declared as a dividend each day. Each such dividend is payable to
shareholders as of the close of business on that day. Orders to purchase Fund
shares are executed on the business day on which Federal Funds, i.e., monies
held on deposit at a Federal Reserve Bank, become available. Shares begin
accruing dividends on the day following the date of purchase. Shares are
entitled to the dividend declared on the day a redemption request is received by
the Transfer Agent. Dividends are automatically reinvested in Fund shares of the
distributing class on the last Business Day of the month, at net asset value,
unless a shareholder otherwise instructs the Transfer Agent in writing. A
shareholder that does so will be mailed a check in the amount of each dividend.
For the purpose of calculating dividends, daily net investment income of the
Fund consists of (a) all interest income accrued on investments (including any
discount or premium ratably accrued or amortized, respectively, to the date of
maturity or determined in such other manner as the Fund may determine in
accordance with generally accepted accounting principles), (b) minus all accrued
liabilities, including interest, taxes and other expense items, and reserves for
contingent or undetermined liabilities, all determined in accordance with those
principles, (c) plus or minus all realized gains or losses on investments, if
any.
TAXES -- GENERAL
In order to continue to qualify for treatment as a regulated investment company
under the Internal Revenue Code of 1986 (the "Code"), as amended, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting of net investment income and any
net short-term capital gain) and must meet several additional requirements.
These requirements include the following: (1) the Fund must derive at least 90%
of its gross income each taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of
securities, or other income derived with respect to its business of investing in
securities; (2) the Fund must derive less than 30% of its gross income each
taxable year from the sale or other disposition of securities held for less than
three months; and (3) the Fund must diversify its holdings so that, at the close
of each quarter of its taxable year, (i) at least 50% of the value of its total
assets is represented by cash and cash items, U.S. government securities and
other securities limited, with respect to any one issuer, to an amount that does
not exceed 5% of the value of the Fund's total
Statement of Additional Information Page 8
<PAGE>
GT GLOBAL DOLLAR FUND
assets and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. government securities).
The Fund will be subject to a nondeductible 4% excise tax to the extent it fails
to distribute by the end of any calendar year substantially all of its ordinary
income for that year and capital gain net income, if any, for the one-year
period ending on October 31 of that year, plus certain other amounts.
Dividends from net investment income and realized net short-term capital gain
are taxable to shareholders as ordinary income. The Fund does not expect to
receive any dividend income from U.S. corporations, which means that dividends
from the Fund will not be eligible for the dividends-received deduction allowed
to corporations. Dividends will be taxed for federal income tax purposes in the
same manner whether they are received in cash or reinvested in additional Fund
shares.
NON-U.S. SHAREHOLDERS
Dividends paid by the Fund to a shareholder who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation or foreign partnership (a "foreign shareholder") will be
subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply if a dividend paid by the Fund to a foreign
shareholder is "effectively connected with the conduct of a U.S. trade or
business," in which case the reporting and withholding requirements applicable
to U.S. citizens or other domestic taxpayers will apply.
The foregoing is a general and abbreviated summary of certain federal tax
considerations affecting the Fund and its shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any foreign, state and local taxes applicable to an investment in the
Fund.
- --------------------------------------------------------------------------------
INFORMATION RELATING TO
SALES AND REDEMPTIONS
- --------------------------------------------------------------------------------
STATEMENTS AND REPORTS
When an investor makes an initial investment in the Fund, a shareholder account
is opened in accordance with the investor's registration instructions.
Shareholders receive monthly statements detailing account transactions. Shortly
after the end of the Fund's fiscal year on December 31 and fiscal half-year on
June 30, shareholders will receive an annual and semiannual report,
respectively. These reports list the securities held by the Fund and contain the
Fund's financial statements. In addition, the federal income tax status of
dividends paid by the Fund to shareholders will be reported after the end of
each fiscal year on Form 1099-DIV.
PAYMENT AND TERMS OF OFFERING
Payment for Class A and Class B shares of the Fund purchased should accompany
the purchase order, or funds should be wired to the Transfer Agent as described
in the Prospectus. Payment, other than by wire transfer, must be made by check
or money order drawn on a U.S. bank. Checks or money orders must be payable in
U.S. dollars.
As a condition of this offering, if an order to purchase either class of shares
is cancelled due to nonpayment (for example, because a check is returned for
"not sufficient funds"), the person who made the order will be responsible for
any loss incurred by the Fund by reason of such cancellation, and if such
purchaser is a shareholder, the Fund shall have the authority as agent of the
shareholder to redeem shares in his or her account for their then-current net
asset value per share to reimburse the Company for the loss incurred. Investors
whose purchase orders have been cancelled due to nonpayment may be prohibited
from placing future orders.
The Fund reserves the right at any time to waive or increase the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on the
Fund until it has been confirmed in writing by the Transfer Agent (or other
arrangements made with the Fund, in the case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
Statement of Additional Information Page 9
<PAGE>
GT GLOBAL DOLLAR FUND
AUTOMATIC INVESTMENT PLAN
To establish participation in the Fund's Automatic Investment Plan ("AIP"),
investors or their broker/dealers should send the following documents to the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided personal check from the pertinent bank account. The necessary forms are
provided at the back of the Fund's Prospectus. Provided that an investor's bank
accepts the Bank Authorization Form, investment amounts will be drawn on the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of the month the investor first selects) in order to purchase full and
fractional shares of the Fund at the public offering price determined on that
day. In the event that the 25th day falls on a Saturday, Sunday or holiday,
shares will be purchased on the next business day. If an investor's check is
returned because of insufficient funds or a stop payment order or if the account
is closed, the AIP may be discontinued, and any share purchase made upon deposit
of such check may be cancelled. Furthermore, the shareholder will be liable for
any loss incurred by the Fund by reason of such cancellation. Investors should
allow one month for the establishment of an AIP. An AIP may be terminated by the
Transfer Agent or the Fund upon thirty days' written notice or by the
participant at any time without penalty, upon written notice to the Fund or the
Transfer Agent.
WHEN ORDERS ARE EFFECTIVE
In order to maximize earnings on its portfolio, the Fund intends at all times to
be as completely invested as reasonably possible. Transactions in the money
market instruments in which the Fund invests normally require immediate
settlement in Federal Funds, as defined above. Thus, an order to purchase Fund
shares will be executed on any day Monday through Friday on which the New York
Stock Exchange ("NYSE") is open for business ("Business Day"), on which Federal
Funds become available to the Fund. Funds transmitted by bank wire to the
Transfer Agent and received by it prior to the close of regular trading on the
NYSE will normally be credited to a shareholder's account on the same day as
received. Funds transmitted by bank wire and received after the close of regular
trading on the NYSE normally will be credited on the next Business Day. If
remitted in other than the foregoing manner, such as by check, purchase orders
will be executed as of the close of business on the day on which the payment is
converted into Federal Funds, normally two days after receipt of the payment.
The investor becomes a shareholder on the day on which the order is effective.
Dividends begin to accrue on the next day. Information on how to transmit
Federal Funds by wire is available at any national bank or any state bank which
is a member of the Federal Reserve System. Any such bank may charge the
shareholder for this service.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
Class A or Class B shares of a Fund may be purchased as the underlying
investment for an IRA meeting the requirements of section 408(a) of the Code.
IRA applications are available from brokers or GT Global.
EXCHANGES BETWEEN FUNDS
A shareholder may exchange shares of the Fund for shares of the corresponding
class of other GT Global Mutual Funds as described in the Prospectus. For Class
A shares, a sales load will apply to exchanges from the Fund into other GT
Global Mutual Funds, except that no sales load will be charged if the exchanged
shares were acquired as a result of a previous exchange from another GT Global
Mutual Fund. No sales load will be imposed on the exchange of Class B shares
from the Fund into other GT Global Mutual Funds. The exchange privilege is not
an option or right to purchase shares but is permitted under the current
policies of the respective GT Global Mutual Funds. The privilege may be
discontinued or changed at any time by any of the Funds upon sixty days' prior
written notice to the shareholders of such Fund and is available only in states
where the exchange may be made legally. Before purchasing shares through the
exercise of the exchange privilege, a shareholder should obtain and read a copy
of the prospectus of the fund to be purchased and should consider the investment
objective(s) of such fund.
TELEPHONE REDEMPTIONS
A corporation or partnership wishing to utilize the telephone redemption
services must submit a "Corporate Resolution" or "Certificate of Partnership"
indicating the names, titles and the required number of signatures of persons
authorized to act on its behalf. The certificate must be signed by a duly
authorized officer(s) and, in the case of a corporation, the corporate seal must
be affixed. All shareholders may request that redemption proceeds be transmitted
by bank wire upon request directly to the shareholder's predesignated account at
a domestic bank or savings institution if the proceeds are at least $1,000.
Costs in connection with the administration of this service, including wire
charges, currently are borne by the Fund. Proceeds of less than $1,000 will be
mailed to the shareholder's registered address of record. The Fund and the
Transfer Agent reserve the right to refuse any telephone instructions and may
discontinue the aforementioned redemption options upon thirty days' written
notice.
SUSPENSION OF REDEMPTION PRIVILEGES
The Fund may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period: (1)
when the NYSE is closed other than customary weekend and holiday
Statement of Additional Information Page 10
<PAGE>
GT GLOBAL DOLLAR FUND
closings, or trading on the NYSE is restricted as directed by the SEC, (2) when
an emergency exists, as defined by the SEC, which would prohibit the Fund from
disposing of portfolio securities owned by them or in fairly determining the
value of its assets, or (3) as the SEC may otherwise permit.
SYSTEMATIC WITHDRAWAL PLAN
Shareholders owning Class A or Class B shares of the Fund with a value of
$10,000 or more may establish a Systematic Withdrawal Plan ("SWP"). Under a SWP,
a shareholder will receive monthly or quarterly payments, in amounts of not less
than $100 per payment, through the automatic redemption of the necessary number
of shares on the designated dates (monthly on the 25th day or quarterly on the
25th day of the month the investor first selects). In the event that the 25th
day falls on a Saturday, Sunday or holiday, the redemption will take place on
the prior business day. Certificates, if any, for the shares being redeemed must
be held by the Transfer Agent. Checks will be made payable to the designated
recipient and mailed within seven days. If the recipient is other than the
registered shareholder, the signature of each shareholder must be guaranteed on
the SWP application (see "How to Redeem Shares" in the Prospectus). A
corporation (or partnership) must also submit a "Corporation Resolution" or
"Certificate of Partnership" indicating the names, titles, and signatures of the
individuals authorized to act on its behalf, and the SWP application must be
signed by a duly authorized officer(s) and the corporate seal affixed.
Shareholders should be aware that systematic withdrawals may deplete or use up
entirely the initial investment and result in realized long-term or short-term
capital gains or losses. The SWP may be terminated at any time by the Transfer
Agent or the Fund upon 30 days' written notice to shareholders or by a
shareholder upon written notice to the Transfer Agent. Applications and further
details regarding establishment of a SWP are provided at the back of the Fund's
Prospectus.
With respect to a SWP established in Class B shares, the maximum annual SWP
withdrawal is 12% of the initial account value. Withdrawals in excess of 12% of
the initial account value annually may result in assessment of a contingent
deferred sales charge.
REDEMPTIONS IN KIND
It is possible that conditions may arise in the future which, in the opinion of
the Board, would make it undesirable for the Fund to pay for all redemptions in
cash. In such cases, the Board may authorize payment to be made in portfolio
securities or other property of the Fund, so called "redemptions in kind."
Payment of redemptions in kind will be made in readily marketable securities.
Such securities would be valued at the same value assigned to them in computing
the net asset value per share. Shareholders receiving such securities would
incur brokerage costs in selling any such securities so received.
- --------------------------------------------------------------------------------
VALUATION OF FUND SHARES
- --------------------------------------------------------------------------------
As described in the Prospectus, the Fund's net asset value per share for each
class of shares is determined each Business Day as of the close of regular
trading on the NYSE (currently, 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time).
Currently, the NYSE is closed on weekends and on certain days relating to the
following holidays: (i) New Years Day, Presidents' Day, Good Friday, Memorial
Day, July 4th, Labor Day, Thanksgiving Day and Christmas Day.
The net asset value of the Fund's shares is determined by dividing its total
assets less its liabilities by the number of shares outstanding. The Fund may
declare a suspension of the determination of net asset value during the periods
when it may suspend redemption privileges, as provided in "Suspension of
Redemption Privileges," above.
The Fund has adopted a policy which requires that it use its best efforts, under
normal circumstances, to maintain a constant net asset value of $1.00 per share.
The Fund values its portfolio securities using the amortized cost method. This
policy does not establish a net asset value of $1.00 per share; it merely
permits a pricing method under which the Fund may seek to maintain a per share
net asset value of $1.00. There can be no assurance that the Fund will be able
to maintain a stable net asset value of $1.00 per share for purchases and
redemptions. The amortized cost method involves valuing a security at its cost
and thereafter accruing any discount or premium at a constant rate to maturity.
By declaring these accruals to the Fund's shareholders in the daily dividend,
the value of the Fund's assets, and, thus, its net asset value per share,
generally will remain constant. Although this method provides certainty in
valuation, it may result in periods during which the value of the Fund's
securities, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the securities. During periods of declining
interest rates, the daily yield on shares of the Fund computed as described
above may tend to be higher than a like computation made by a similar fund with
identical investments utilizing
Statement of Additional Information Page 11
<PAGE>
GT GLOBAL DOLLAR FUND
a method of valuation based upon market prices and estimates of market prices
for all of its portfolio securities. Thus, if the Fund's use of amortized cost
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Fund would be able to obtain a somewhat higher yield than would
result from investment in a similar fund utilizing solely market values, and
existing investors in the Fund would receive less investment income. The
converse would apply in a period of rising interest rates.
In connection with the Fund's policy of valuing its securities using the
amortized cost method, the Fund maintains a dollar-weighted portfolio maturity
of 90 days or less and purchases only portfolio securities having remaining
maturities of 13 months or less. The Board also has established procedures in
accordance with Rule 2a-7 under the 1940 Act designed to stabilize, to the
extent reasonably possible, the Fund's net asset value per share, as computed
for the purpose of sales and redemptions, at $1.00. Such procedures include
review of portfolio holdings by the Board, at such intervals as it may deem
appropriate, to determine whether the Fund's net asset value calculated by using
available market quotations deviates from $1.00 per share and, if so, whether
such deviation may result in material dilution or may be otherwise unfair to
existing shareholders. In the event the Board determines that such a deviation
exists, the Board has agreed to take such corrective action as it deems
necessary and appropriate, which action might include selling portfolio
securities prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends, or paying distributions from
capital or capital gains, redeeming shares in kind, or establishing a net asset
value per share by using available market quotations or market equivalents.
- --------------------------------------------------------------------------------
EXECUTION OF PORTFOLIO
TRANSACTIONS
- --------------------------------------------------------------------------------
Subject to policies established by the Board, the Manager is responsible for the
execution of the Fund's portfolio transactions and the selection of
broker/dealers who execute such transactions on behalf of the Fund. Purchases
and sales of money market instruments by the Fund generally are made on a
principal basis, in which the dealer through whom the trade is executed retains
a "spread" as compensation. The spread is the difference in the price at which
the dealer buys or sells the instrument to the Fund and the price which the
dealer is able to resell or at which the dealer originally purchased,
respectively, the instrument. In executing portfolio transactions, the Manager
seeks the best net results for the Fund, taking into account such factors as the
price (including the applicable dealer spread), size of the order, difficulty of
execution and operational facilities of the firm involved. Although the Manager
generally seeks reasonably competitive spreads, payment of the lowest spread is
not necessarily consistent with the best net results. The Fund has no obligation
to deal with any broker/dealer or group of broker/dealers in the execution of
portfolio transactions.
Investment decisions for the Fund and for other investment accounts managed by
the Manager are made independently of each other in light of differing
conditions. However, the same investment decision occasionally may be made for
two or more of such accounts, including the Fund. In such cases, simultaneous
transactions may occur. Purchases or sales are then allocated as to price or
amount in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases the Manager
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
Under a policy adopted by the Board, and subject to the policy of obtaining the
best net results, the Manager may consider a broker/dealer's sale of the shares
of the Fund and the other funds for which the Manager serves as investment
manager and/or administrator in selecting broker/dealers for the execution of
portfolio transactions. This policy does not imply a commitment to execute
portfolio transactions through all broker/dealers that sell shares of the Fund
and such other funds.
Statement of Additional Information Page 12
<PAGE>
GT GLOBAL DOLLAR FUND
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
LIECHTENSTEIN GLOBAL TRUST
Liechtenstein Global Trust, formerly BIL GT Group, is composed of the Manager
and its worldwide affiliates. Other worldwide affiliates of Liechtenstein Global
Trust include LGT Bank in Liechtenstein, formerly Bank in Liechtenstein, an
international financial services institution founded in 1920. LGT Bank in
Liechtenstein has principal offices in Vaduz, Liechtenstein. Its subsidiaries
currently include LGT Bank in Liechtenstein (Deutschland) GmbH, formerly Bank in
Liechtenstein (Frankfurt) GmbH, and LGT Asset Management AG, formerly Bilfinanz
und Verwaltung AG, in Zurich, Switzerland.
Worldwide asset management affiliates also currently include LGT Asset
Management PLC, formerly G.T. Management PLC, in London, England; LGT Asset
Management Ltd., formerly G.T. Management (Asia) Ltd., in Hong Kong; LGT Asset
Management Ltd., formerly G.T. Management (Japan) Ltd., in Tokyo; LGT Asset
Management Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd., in
Singapore; LGT Asset Management Ltd., formerly G.T. Management (Australia) Ltd.,
in Sydney; and LGT Asset Management GmbH, formerly BIL Asset Management GmbH, in
Frankfurt, Germany.
CUSTODIAN
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts 02110, acts as custodian of the Fund's assets. State
Street is authorized to establish and has established separate accounts in
foreign currencies and to cause securities of the Fund to be held in separate
accounts outside the United States in the custody of non-U.S. banks.
INDEPENDENT ACCOUNTANTS
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston, Massachusetts 02109. Coopers & Lybrand L.L.P. conducts annual
audits of the Fund's financial statements, assists in the preparation of the
Fund's federal and state income tax returns and consults with the Company and
the Fund as to matters of accounting, regulatory filings, and federal and state
income taxation.
The financial statements of the Company included in this Statement of Additional
Information have been audited by Coopers & Lybrand L.L.P., as stated in their
opinion appearing herein, and are included in reliance upon such opinion given
upon the authority of that firm as experts in accounting and auditing.
USE OF NAME
The Manager has granted the Company the right to use the "GT" and "GT Global"
names and has reserved the rights to withdraw its consent to the use of such
names by the Company or the Fund at any time, or to grant the use of such names
to any other company, and the Company has granted the Manager, under certain
conditions, the use of any other names it might assume in the future, with
respect to any other investment company sponsored by the Manager.
Statement of Additional Information Page 13
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT RESULTS
- --------------------------------------------------------------------------------
The Fund may, from time to time, provide yield information or comparisons of its
yield to various averages including data from Lipper Analytical Services, Inc.,
Bank Rate Monitor-TM-, IBC/Donaghue's Money Fund Report, MONEY Magazine, and
other industry publications, in advertisements or in reports furnished to
current or prospective shareholders.
The Fund calculates its yield for its shares daily, based upon the seven days
ending on the day of the calculation, called the "base period." The yield is
computed by determining the net change in the value of a hypothetical account
with a balance of one share at the beginning of the base period, with the net
change, excluding capital changes, but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the net
change in the account's value by the value of the account at the beginning of
the base period to determine the base period return; and multiplying the base
period return by (365/7). The Fund's effective yield is computed by compounding
the unannualized base period return by adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the result.
For the seven-day period ended December 31, 1996, the Fund's Class A share yield
was 4.49% and effective yield was 4.59%. The seven-day and effective yields are
calculated as follows:
Assumptions:
<TABLE>
<S> <C>
Value of hypothetical pre-existing account with exactly one share
at the beginning of the period:........................................... $1.000000000
Value of same account* (excluding capital changes) at the end
of the seven-day period ending December 31, 1996:......................... $1.000861095
</TABLE>
- --------------
* Value includes additional shares acquired with dividends paid on the
original shares.
Calculation:
<TABLE>
<S> <C> <C>
Ending account value:.................... $ 1.000861095
Less beginning account value:............ $ 1.000000000
Net change in account value:............. $ .000861095
Seven-day yield = $.000861095 x 365/7 = 4.49%
Effective yield** = [1 + .000861095] 365/7 -1 = 4.59%
</TABLE>
- --------------
** The effective yield assumes a year's compounding of the seven-day yield.
For the seven-day period ended December 31, 1996, the Fund's Class B share yield
was 3.74% and effective yield was 3.81%. The seven-day and effective yields are
calculated as follows:
Assumptions:
<TABLE>
<S> <C>
Value of hypothetical pre-existing account with exactly one share
at the beginning of the period:........................................... $1.000000000
Value of same account* (excluding capital changes) at the end
of the seven-day period ending December 31, 1996:......................... $1.000717260
</TABLE>
- --------------
* Value includes additional shares acquired with dividends paid on the
original shares.
Calculation:
<TABLE>
<S> <C> <C>
Ending account value:.................... $ 1.000717260
Less beginning account value:............ $ 1.000000000
Net change in account value:............. $ .000717260
Seven-day yield = $.000717260 x 365/7 = 3.74%
Effective yield** = [1 + .000717260] 365/7 -1 = 3.81%
</TABLE>
- --------------
** The effective yield assumes a year's compounding of the seven-day yield.
Statement of Additional Information Page 14
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund's investment results may also be calculated for longer periods in
accordance with the following method: by subtracting (a) the net asset value of
one share at the beginning of the period, from (b) the net asset value of all
shares an investor would own at the end of the period for the share held at the
beginning of the period (assuming reinvestment of all dividends and
distributions) and dividing by (c) the net asset value per share at the
beginning of the period. The resulting percentage indicates the positive or
negative rate of return that an investor would have earned from the reinvested
dividends and distributions and any changes in share price during the period.
The Fund's "Standardized Return," as referred to in the Prospectus (see "Other
Information -- Performance Information" in the Prospectus), is calculated as
follows: Standardized Return ("T") is computed by using the value at the end of
the period ("EV") of a hypothetical initial investment of $1,000 ("P") over a
period of years ("n") according to the following formula as required by the SEC:
P(1+T) to the (n)th power = EV. The following assumptions will be reflected in
computations made in accordance with this formula: (1) for Class B shares,
deduction of the applicable contingent deferred sales charge imposed on a
redemption of Class B shares held for the period; (2) reinvestment of dividends
and other distributions at net asset value on the reinvestment date determined
by the Board; and (3) a complete redemption at the end of any period illustrated
subject to deduction of the applicable contingent deferred sales charge imposed
on a redemption of Class B shares held for the period illustrated.
The Fund's Standardized Returns for its Class A shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ------------------------------------------------------------------------------------------------- -------------------------
<S> <C>
Year ended December 31, 1996..................................................................... 4.50%
Five years ended December 31, 1996............................................................... 3.57%
Ten years ended December 31, 1996................................................................ 4.93%
</TABLE>
The Fund's Standardized Returns for its Class B shares, which were first offered
on April 1, 1993, stated as average annualized total returns, were as follows:
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ------------------------------------------------------------------------------------------------- -------------------------
<S> <C>
Year ended December 31, 1996..................................................................... -1.27%
April 1, 1993 (commencement of operations) through December 31, 1996............................. 2.34
</TABLE>
"Non-Standardized Return," as referred to in the Prospectus, is calculated for a
specified period of time by assuming the investment of $1,000 in Fund shares and
further assuming the reinvestment of all dividends and other distributions made
to Fund shareholders in additional Fund shares at their net asset value.
Percentage rates of return are then calculated by comparing this assumed initial
investment to the value of the hypothetical account at the end of the period for
which the Non-Standardized Return is quoted. As discussed in the Prospectus, the
Fund may quote Non-Standardized Returns that do not reflect the effect of
contingent deferred sales charges. Non-Standardized Returns may be quoted from
the same or different time periods for which Standardized Returns are quoted.
The Fund's Non-Standardized Returns for its Class A shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- --------------------------------------------------------------------------------------------- -------------------------------
<S> <C>
Year ended December 31, 1996................................................................. 4.50%
Five years ended December 31, 1996........................................................... 3.57%
Ten years ended December 31, 1996............................................................ 4.93%
</TABLE>
The Fund's Non-Standardized Return for its Class A shares, stated as aggregate
total return, at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
September 16, 1985 (commencement of operations) through December 31, 1996.................... 74.70%
</TABLE>
The Fund's Non-Standardized Return for its Class B shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ----------------------------------------------------------------------------------------------- ---------------------------
<S> <C>
Year ended December 31, 1996................................................................... 3.73%
April 1, 1993 (commercement of operations) through December 31, 1996........................... 3.08%
</TABLE>
Statement of Additional Information Page 15
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund's Non-Standardized Return for its Class B shares, stated as aggregate
total return (reflecting deduction of the applicable contingent deferred sales
charge), at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
April 1, 1993 (commencement of operations) through December 31, 1996......................... 9.07%
</TABLE>
The Fund's Non-Standardized Return for its Class B shares, stated as aggregate
total return (not reflecting deduction of the applicable contingent deferred
sales charge), at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
April 1, 1993 (commencement of operations) through December 31, 1996......................... 12.07%
</TABLE>
The Fund's investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund, so that current or past yield or total return figures should not be
considered representative of what an investment in the Fund may earn in any
future period. These factors and possible differences in the methods used in
calculating investment results should be considered when comparing the Fund's
investment results with those published for other investment companies and other
investment vehicles. Investment results also should be considered relative to
the risks associated with the investment objective and policies. The Fund's
investment results will be calculated separately for Class A and Class B shares.
The Fund will include performance data for both Class A and Class B shares of
the Fund in any advertisement or information including performance data for the
Fund.
The Fund and GT Global may from time to time in advertisements, sales literature
and reports furnished to present or prospective shareholders compare the Fund
with the following:
(1) The Salomon Brothers Non-U.S. Dollars Indices, which are measures of
the total return performance of high quality non-U.S. dollar denominated
securities in major sectors of the worldwide bond markets.
(2) The Lehman Brothers Government/Corporate Bond Index, which is a
comprehensive measure of all public obligations of the U.S. Treasury
(excluding flower bonds and foreign targeted issues), all publicly issued
debt of agencies of the U.S. Government (excluding mortgage backed
securities), and all public, fixed rate, non-convertible investment grade
domestic corporate debt rated at least Baa by Moody's Investors Service,
Inc. ("Moody's") or BBB by Standard and Poor's Ratings Group ("S&P"), or, in
the case of nonrated bonds, BBB by Fitch Investors Service ("Fitch")
(excluding Collateralized Mortgage Obligations).
(3) Average of Savings Accounts, which is a measure of all kinds of
savings deposits, including longer-term certificates (based on figures
supplied by the U.S. League of Savings Institutions). Savings accounts offer
a guaranteed rate of return on principal, but no opportunity for capital
growth. During a portion of the period, the maximum rates paid on some
savings deposits were fixed by law.
(4) The Consumer Price Index, which is a measure of the average change
in prices over time in a fixed market basket of goods and services (e.g.,
food, clothing, shelter, fuels, transportation fares, charges for doctors'
and dentists' services, prescription medicines, and other goods and services
that people buy for day-to-day living). There is inflation risk which does
not affect a security's value but its purchasing power, i.e. the risk of
changing price levels in the economy that affects security prices or the
price of goods and services.
(5) Data and mutual fund rankings published or prepared by Lipper
Analytical Data Services, Inc. ("Lipper"), CDA/Wiesenberger Investment
Company Service ("CDA/Wiesenberger"), Morningstar Inc. ("Morningstar")
and/or other companies that rank and/or compare mutual funds by overall
performance, investment objectives, assets, expense levels, periods of
existence and/or other factors. In this regard the Fund may be compared to
its "peer group" as defined by Lipper, CDA/Wiesenberger, Morningstar and/or
other firms, as applicable, or to specific funds or groups of funds within
or outside of such peer group. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared without
regard to tax consequences. In addition to the mutual fund rankings, the
Fund's performance may be compared to mutual fund performance indices
prepared by Lipper. Morningstar is a mutual fund rating service that also
rates mutual funds on the basis of risk-adjusted performance. Morningstar
ratings are calculated from a fund's three, five and ten year average annual
returns with appropriate fee adjustments and a risk factor that reflects
fund performance relative to the three-month U.S. Treasury bill monthly
returns. Ten percent of the funds in an investment category receive five
stars and 22.5% receive four stars. The ratings are subject to change each
month.
Statement of Additional Information Page 16
<PAGE>
GT GLOBAL DOLLAR FUND
(6) Bear Stearns Foreign Bond Index, which provides simple average
returns for individual countries and gross national product ("GNP")-weighted
index, beginning in 1975. The returns are broken down by local market and
currency.
(7) Ibbottson Associates International Bond Index, which provides a
detailed breakdown of local market and currency returns since 1960.
(8) Salomon Brothers Broad Investment Grade Index which is a widely used
index composed of U.S. domestic government, corporate and mortgage-backed
fixed income securities.
(9) Salomon Brothers World Government Bond Index and Salomon Brothers
World Government Bond Index-Non-U.S. are each a widely used index composed
of world government bonds.
(10) The World Bank Publication of Trends in Developing Countries (TIDE)
provides brief reports on most of the World Bank's borrowing members. The
World Development Report is published annually and looks at global and
regional economic trends and their implications for the developing
economies.
(11) Datastream and Worldscope each is an on-line database retrieval
service for information including international financial and economic data.
(12) International Financial Statistics, which is produced by the
International Monetary Fund.
(13) Various publications and annual reports, produced by the World Bank
and its affiliates.
(14) Various publications from the International Bank for Reconstruction
and Development.
(15) Various publications including ratings agencies such as Moody's, S&P
and Fitch.
(16) Privatizations from various sources, stock market capitalization,
number of issuers, and trading volume of newly privatized companies and, in
addition, projected levels of privatization. Privatization, an economic
process virtually unknown in the U.S., is the selling of state-owned
companies to the private sector. Under private ownership, such companies can
release assets and seek to make profits free from political intervention.
Examples of state-owned industries being privatized outside the U.S. include
airlines, telecommunications, utilities and financial institutions.
Indices, economic and financial data prepared by the research departments of
various financial organizations, such as Salomon Brothers, Inc., Lehman
Brothers, Merrill Lynch, Pierce, Fenner & Smith, Inc., J. P. Morgan, Morgan
Stanley, Smith Barney Shearson, S.G. Warburg, Jardine Flemming, The Bank for
International Settlements, Asian Development Bank, Bloomberg, L.P. and Ibbottson
Associates, may be used, as well as information reported by the Federal Reserve
and the respective Central Banks of various nations. In addition, performance
rankings, ratings and commentary reported periodically in national financial
publications, included Money Magazine, Mutual Fund Magazine, Smart Money, Global
Finance, EuroMoney, Financial World, Forbes, Fortune, Business Week, Latin
Finance, the Wall Street Journal, Emerging Markets Weekly, Kiplinger's Guide To
Personal Finance, Barron's, The Financial Times, USA Today, The New York Times,
Far Eastern Economic Review, The Economist and Investors Business Digest. Each
Fund may compare its performance to that of other compilations or indicies of
comparable quality to those listed above and other indicies which may be
developed and made available in the future.
The Fund may compare its performance to that of other compilations or indices of
comparable quality to those listed above which may be developed and made
available in the future. The Fund may be compared in advertising to Certificates
of Deposit (CDs), the Bank Rate Monitor National Index, an average of the quoted
rates for 100 leading banks and thrifts in ten U.S. cities chosen to represent
the ten largest Consumer Metropolitan statistical areas, or other investments
issued by banks. The Fund differs from bank investments in several respects. The
Fund may offer greater liquidity or higher potential returns than CDs; but
unlike CDs, the Fund will have a fluctuating share price and return and is not
FDIC insured.
GT Global may provide information designed to help individuals understand their
investment goals and explore various financial strategies. For example, GT
Global may describe general principles of investing, such as asset allocation,
diversification and risk tolerance.
In advertising and sales materials, GT Global may make reference to or discuss
its products and services, which may include: retirement investing; the effects
of dollar-cost averaging and saving for college or a home. In addition, GT
Global may quote financial or business publications and periodicals, including
model portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques.
Statement of Additional Information Page 17
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund may quote various measures of volatility and benchmark correlation such
as beta, standard deviation and R(2) in advertising. In addition, the Fund may
compare these measures to those of other funds. Measures of volatility seek to
compare the Fund's total returns compared to those of a benchmark. All measures
of volatility and correlation are calculated using averages of historical data.
The Fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an investor
invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares when prices are high and more shares when prices are
low. While such a strategy does not assure a profit or guard against loss in a
declining market, the investor's average cost per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should consider their ability to continue purchasing shares
through periods of low price levels.
The Fund may be available for purchase through retirement plans of other
programs offering deferral of or exemption from income taxes, which may produce
superior after-tax returns over time. For example, a $10,000 investment earning
a taxable return of 10% annually would have an after-tax value of $17,976 after
ten years, assuming tax was deducted from the return each year at a 39.6% rate.
An equivalent tax-deferred investment would have an after-tax value of $19,626
after ten years, assuming tax was deducted at a 39.6% rate from the deferred
earnings at the end of the ten-year period.
The Fund may describe in its sales material and advertisements how an investor
may invest in the GT Global Mutual Funds through various retirement plans that
offer deferral of income taxes on investment earnings and may also enable an
investor to make pre-tax contributions. Because of their advantages, these
retirement accounts and plans may produce returns superior to comparable
non-retirement investments. In sales material and advertisements, the Fund may
also discuss these accounts and plans, which include:
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS): If you have earned income from employment
(including self-employment) you can contribute each year to an IRA up to the
lesser of (1) $2,000 for yourself or $4,000 for you and your spouse, regardless
of whether your spouse is employed, or (2) 100% of compensation. Some
individuals may be able to take an income tax deduction for the contribution.
Regular contributions may not be made for the year you become 70 1/2 or
thereafter. Please consult your tax advisor for more information.
ROLLOVER IRAS: Individuals who receive distributions from qualified retirement
plans (other than required distributions) and who wish to keep their savings
growing tax-deferred can rollover (or make a direct transfer of) their
distribution to a Rollover IRA. These accounts can also receive rollovers or
transfers from an existing IRA. If an "eligible rollover distribution" from a
qualified employer-sponsored retirement plan is not directly rolled over to an
IRA (or certain qualified plans), withholding at the rate of 20% will be
required for federal income tax purposes. A distribution from a qualified plan
that is not an "eligible rollover distribution," including a distribution that
is one of a series of substantially equal periodic payments, generally is
subject to regular wage withholding or withholding at the rate of 10% (depending
on the type and amount of the distribution), unless you elect not to have any
withholding apply. Please consult your tax advisor for more information.
SEP-IRAS: Simplified employee pension plans "SEPs" or "SEP-IRAs" provide
self-employed individuals (and any eligible employees) with benefits similar to
Keogh-type plans or Code Section 401(k) plans, but with fewer administrative
requirements and therefore potential lower annual administration expenses.
CODE SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
not-for-profit organizations can make pre-tax salary reduction contributions to
these accounts.
PROFIT-SHARING (INCLUDING SECTION 401(K)) AND MONEY PURCHASE PENSION
PLANS: Corporations can sponsor these qualified defined contribution plans for
their employees. A Section 401(k) plan, a type of profit-sharing plan,
additionally permits the eligible, participating employees to make pre-tax
salary reduction contributions to the plan (up to certain limitations).
SIMPLE RETIREMENT PLANS: Employers with no more than 100 employees who do not
maintain another retirement plan may establish a Savings Incentive Match Plan
for Employees ("SIMPLE") either as separate IRAs or as part of a Section 401(k)
plan. SIMPLEs are not subject to the complicated nondiscrimination rules that
generally apply to qualified retirement plans
In advertising and sales materials, GT Global may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983 GT Global provided assistance to the government of Hong Kong in linking
its currency to the U.S. dollar, and that in 1987 Japan's Ministry of Finance
licensed LGT Asset Management Ltd. as one of the first foreign discretionary
investment managers for Japanese investors. Such accomplishments,
Statement of Additional Information Page 18
<PAGE>
GT GLOBAL DOLLAR FUND
however, should not be viewed as an endorsement of the Manager by the government
of Hong Kong, Japan's Ministry of Finance or any other government or government
agency. Nor do any such accomplishments of the Manager provide any assurance
that the GT Global Mutual Funds' investment objectives will be achieved.
THE GT ADVANTAGE
As part of Liechtenstein Global Trust, GT Global continues a 75-year tradition
of service to individuals and institutions. Today we bring investors a
combination of experience, worldwide resources, a global perspective, investment
talent and a time tested investment discipline. With investment professionals in
nine offices worldwide, we witness world events and economic developments
firsthand.
The key to achieving consistent results is following a disciplined investment
process. Our approach to asset allocation takes advantage of GT Global's
worldwide presence and global perspective. Our "macroeconomic" worldview
determines our overall strategy of regional, country and sector allocations. Our
bottom up process of security selection combines fundamental research with
quantitative analysis through our proprietary models.
Built in checks and balances strengthen the process, enhancing professional
experience and judgment with an objective assessment of risk. Ultimately, each
security we select has passed a ranking system that helps our portfolio teams
determine when to buy and when to sell.
- --------------------------------------------------------------------------------
DESCRIPTION OF DEBT RATINGS
- --------------------------------------------------------------------------------
COMMERCIAL PAPER RATINGS
S&P. "A-1" and "A-2" are the two highest commercial paper rating categories:
A-1. This highest category indicates that the degree of safety regarding
timely payment is strong. Issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2. Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
MOODY'S. "Prime-1" and "Prime-2" are the two highest commercial paper rating
categories.
Prime-1. Issuers (or supporting institutions) assigned this highest
rating have a superior ability for repayment of short-term debt obligations.
Prime-1 repayment ability will often be evidenced by the following
characteristics: leading market positions in well established industries;
high rates of return on funds employed; conservative capitalization
structure with moderate reliance on debt and ample asset protection; broad
margins in earnings coverage of fixed financial charges and high internal
cash generation; and well established access to a range of financial markets
and assured sources of alternate liquidity.
Prime-2. Issuers (or supporting institutions) assigned this rating have
a strong ability for repayment of short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
BOND RATINGS
S&P: Its ratings for high quality bonds are as follows:
Bonds rated "AAA" are highest-grade obligations. Capacity to pay
interest and repay principal is extremely strong.
Bonds rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in a small degree.
MOODY'S: Its ratings for high quality bonds are as follows:
Bonds rated "Aaa" are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally
stable margin,
Statement of Additional Information Page 19
<PAGE>
GT GLOBAL DOLLAR FUND
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Bonds rated "Aa" are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat larger than
the Aaa securities.
NOTE RATINGS
S&P: The SP-1 rating denotes a very strong or strong capacity to pay principal
and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
The SP-2 rating denotes a satisfactory capacity to pay principal and interest.
MOODY'S: The MIG 1 designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
The MIG 2 designation denotes high quality. Margins of protection are ample
although not as large as in the preceding group.
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The audited financial statements of the Fund at December 31, 1996 and for the
year then-ended appear on the following pages.
Statement of Additional Information Page 20
<PAGE>
GT GLOBAL DOLLAR FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
Annual Report
To the Shareholders and Board of Directors of G.T. Investment Portfolios, Inc.:
We have audited the accompanying statement of assets and liabilities of GT
Global Dollar Fund, a series of shares of common stock of G.T. Investment
Portfolios, Inc., including the schedule of portfolio investments, as of
December 31, 1996, the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Dollar Fund as of December 31, 1996, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the five years in
the period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
FEBRUARY 14, 1997
F1
<PAGE>
GT GLOBAL DOLLAR FUND
PORTFOLIO OF INVESTMENTS
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Maturity Principal Value % of Net
Short-Term Investments Yield Date Amount (Note 1) Assets
- ----------------------------------------------------------------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Commercial Paper - Discounted (28.7%)
Merrill Lynch & Co., Inc ...................................... 6.60% 02-Jan-97 19,250,000 $ 19,246,471 3.6
Ford Motor Credit Corp. ....................................... 5.55% 17-Jan-97 14,400,000 14,365,120 2.7
AIG Funding, Inc. ............................................. 5.30% 15-Jan-97 13,400,000 13,372,535 2.5
Metlife Funding, Inc. ......................................... 5.35% 17-Jan-97 13,400,000 13,368,436 2.5
Coca Cola Co. ................................................. 5.31% 10-Jan-97 13,300,000 13,282,444 2.5
Schering Corp. ................................................ 5.35% 08-Apr-97 13,300,000 13,111,502 2.4
Transamerica Finance Corp. .................................... 5.42% 27-Jun-97 13,300,000 12,956,040 2.4
Toronto - Dominion Holdings USA, Inc. ......................... 5.30% 13-Jan-97 12,400,000 12,378,259 2.3
General Electric Capital Corp. ................................ 5.37% 09-Jan-97 12,000,000 11,985,867 2.2
Motorola, Inc. ................................................ 5.31% 17-Jan-97 12,000,000 11,972,107 2.2
E.I. DuPont de Nemours & Co. .................................. 5.33% 30-Jan-97 11,400,000 11,351,512 2.1
Bear Stearns Cos., Inc. ....................................... 5.89% 18-Feb-97 7,250,000 7,198,283 1.3
------------ -----
Total Commercial Paper - Discounted (amortized cost
$154,588,576) .................................................. 154,588,576 28.7
------------ -----
Government & Government Agency Obligations (9.2%)
Federal Home Loan Mortgage Corp. .............................. 5.29% 10-Mar-97 13,300,000 13,168,862 2.5
Federal Home Loan Bank ........................................ 5.24% 24-Mar-97 13,300,000 13,143,681 2.5
Federal National Mortgage Association ......................... 5.47% 13-Feb-97 12,500,000 12,498,885 2.3
International Bank of Reconstruction and Development (World
Bank) ........................................................ 5.62% 18-Feb-97 10,000,000 9,927,334 1.9
------------ -----
Total Government & Government Agency Obligations (amortized cost
$48,738,762) ................................................... 48,738,762 9.2
------------ -----
Medium-Term Notes (3.6%)
Morgan Stanley Group, Inc.+ ................................... 5.62% 26-Aug-97 14,400,000 14,400,000 2.7
Bear Stearns Cos., Inc.+ ...................................... 5.47% 14-Nov-97 4,750,000 4,750,000 0.9
------------ -----
Total Medium-Term Notes (amortized cost $19,150,000) ............ 19,150,000 3.6
------------ -----
TOTAL SHORT-TERM INVESTMENTS (cost $222,477,338) ................ 222,477,338 41.5
------------ -----
<CAPTION>
Repurchase Agreements
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dated December 31, 1996, with Bank of America NT&SA, due
January 2, 1997, for an effective yield of 6.00%,
collateralized by $69,455,000 U.S. Treasury Bonds, 10.625% due
8/15/15 (market value of collateral is $102,021,232, including
accrued interest). .......................................... 100,016,667 --
Dated December 31, 1996, with State Street Bank & Trust Co.,
due January 2, 1997, for an effective yield of 6.25%,
collateralized by $83,500,000 U.S. Treasury Bonds, 8.125% due
8/15/19 (market value of collateral is $100,166,227, including
accrued interest). .......................................... 98,197,045 --
------------ -----
TOTAL REPURCHASE AGREEMENTS (cost $198,213,712) ................. 198,213,712 37.0
------------ -----
TOTAL INVESTMENTS (cost $420,691,050) * ........................ 420,691,050 78.5
Other Assets and Liabilities .................................... 115,218,498 21.5
------------ -----
NET ASSETS ...................................................... $535,909,548 100.0
------------ -----
------------ -----
</TABLE>
- --------------
+ The coupon rate shown on floating rate note represents the rate at
period end.
* For Federal income tax purposes, cost is $420,691,860.
The accompanying notes are an integral part of the financial statements.
F2
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENT OF ASSETS
AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments in securities, at value (amortized cost $222,477,338) (Note 1)........................ $222,477,338
Repurchase agreements, at value and cost (Note 1)................................................. 198,213,712
U.S. currency..................................................................................... 52,128
Receivable for Fund shares sold................................................................... 124,645,962
Interest receivable............................................................................... 306,950
-----------
Total assets.................................................................................... 545,696,090
-----------
Liabilities:
Payable for Fund shares repurchased............................................................... 9,254,433
Payable for investment management and administration fees (Note 2)................................ 186,171
Distribution payable.............................................................................. 97,718
Payable for transfer agent fees (Note 2).......................................................... 85,948
Payable for service and distribution expenses (Note 2)............................................ 69,406
Payable for printing and postage expenses......................................................... 36,603
Payable for professional fees..................................................................... 23,471
Payable for registration and filing fees.......................................................... 14,260
Payable for fund accounting fees (Note 2)......................................................... 8,310
Payable for Directors' fees and expenses (Note 2)................................................. 3,902
Payable for custodian fees........................................................................ 1,838
Other accrued expenses............................................................................ 4,482
-----------
Total liabilities............................................................................... 9,786,542
-----------
Net assets.......................................................................................... $535,909,548
-----------
-----------
Class A:
Net asset value and redemption price per share
($392,622,957 DIVIDED BY 392,683,509 shares outstanding)........................................... $ 1.00
-----------
-----------
Class B:+
Net asset value and offering price per share
($128,308,214 DIVIDED BY 128,266,410 shares outstanding)........................................... $ 1.00
-----------
-----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share
($14,978,377 DIVIDED BY 14,978,228 shares outstanding)............................................. $ 1.00
-----------
-----------
Net assets: At December 31, 1996, net assets consisted of paid-in capital of
$535,909,548.
<FN>
- --------------
+ Redemption price per share is equal to the net asset value per share less
any applicable contingent deferred sales charge.
</TABLE>
The accompanying notes are an integral part of the financial statements.
F3
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENT OF OPERATIONS
Year ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income: (Note 1)
Interest income............................................................................ $19,482,733
Expenses:
Investment management and administration fees (Note 2)..................................... 1,808,976
Transfer agent fees (Note 2)............................................................... 1,093,238
Service and distribution expenses (Note 2)
Class A....................................................................... $ 629,910
Class B....................................................................... 1,035,613 1,665,523
---------
Registration and filing fees............................................................... 598,919
Fund accounting fees (Note 2).............................................................. 90,682
Custodian fees (Note 4).................................................................... 62,864
Professional fees.......................................................................... 59,885
Printing and postage expenses.............................................................. 48,737
Directors' fees and expenses (Note 2)...................................................... 22,152
Other expenses............................................................................. 21,144
----------
Total expenses before reductions......................................................... 5,472,120
----------
Expenses waived by Chancellor LGT Asset Management, Inc. (Note 2)...................... (888,810)
Expenses reimbursed by Chancellor LGT Asset Management, Inc. (Note 2).................. (173,045)
Expense reductions (Note 4)............................................................ (62,864)
----------
Total net expenses....................................................................... 4,347,401
----------
Net investment income........................................................................ 15,135,332
----------
Net increase in net assets resulting from operations......................................... $15,135,332
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F4
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Year ended Year ended
December 31, December 31,
1996 1995
--------------- --------------
Increase (Decrease) in net assets
Operations:
Net investment income................................................... $ 15,135,332 $ 15,708,939
--------------- --------------
Net increase in net assets resulting from operations.................... 15,135,332 15,708,939
--------------- --------------
Class A:
Distributions to shareholders: (Note 1)
From net investment income.............................................. (11,055,154) (11,346,132)
Class B:
Distributions to shareholders: (Note 1)
From net investment income.............................................. (3,791,539) (4,308,505)
Advisor Class: (Note 1)
Distributions to shareholders:
From net investment income.............................................. (288,639) (54,302)
--------------- --------------
Total distributions................................................... (15,135,332) (15,708,939)
--------------- --------------
Capital share transactions: (Note 3)
Increase from capital shares sold and reinvested........................ 16,871,270,679 9,659,790,290
Decrease from capital shares repurchased................................ (16,620,368,622) (9,805,577,211)
--------------- --------------
Net increase (decrease) from capital share transactions................. 250,902,057 (145,786,921)
--------------- --------------
Total increase (decrease) in net assets................................... 250,902,057 (145,786,921)
Net assets:
Beginning of year....................................................... 285,007,491 430,794,412
--------------- --------------
End of year............................................................. $ 535,909,548* $ 285,007,491*
--------------- --------------
--------------- --------------
<FN>
- --------------
* Includes undistributed net investment income of $0.
</TABLE>
The accompanying notes are an integral part of the financial statements.
F5
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
Class A+
----------------------------------------------------------
Year ended December 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net investment income................... 0.044 0.050 0.032 0.022 0.028
Distributions from net investment
income................................. (0.044) (0.050) (0.032) (0.022) (0.028)
---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Total investment return (a)............. 4.50% 5.08% 3.3% 2.2% 2.8%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 392,623 $ 183,761 $ 320,858 $ 87,822 $ 81,674
Ratio of net investment income to
average net assets:
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 4.39% 4.94% 3.40% 2.17% 2.78%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 4.08% 4.66% 3.15% 1.46% 2.47%
Ratio of expenses to average net
assets: (b)
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 0.99% 0.97% 0.92% 1.00% 1.25%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 1.30% 1.25% 1.17% 1.72% 1.56%
</TABLE>
- ----------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
+++ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a) Not annualized for periods of less than one year.
(b) Annualized for periods of less than one year.
The accompanying notes are an integral part of the financial statements.
F6
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS (cont'd)
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
Class B++ Advisor Class+++
------------------------------------------------- ----------------------------
April 1, 1993 June 1, 1995
Year ended December 31, to Year ended to
---------------------------------- December 31, December 31, December 31,
1996 1995 1994 1993 1996 1995
---------- ---------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income................... 0.037 0.040 0.025 0.010 0.044 0.030
Distributions from net investment
income................................. (0.037) (0.040) (0.025) (0.010) (0.044) (0.030)
---------- ---------- ---------- ------------- ------------- -------------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ------------- ------------- -------------
---------- ---------- ---------- ------------- ------------- -------------
Total investment return (a)............. 3.73% 4.29% 2.53% 1.4% 4.50% 2.92%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 128,308 $ 99,151 $ 109,936 $ 3,478 $ 14,978 $ 2,096
Ratio of net investment income to
average net assets:
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 3.64% 4.19% 2.65% 1.42% 4.39% 4.94%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 3.33% 3.91% 2.40% 0.86% 4.33% 4.91%
Ratio of expenses to average net
assets: (b)
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 1.74% 1.72% 1.67% 1.75% 0.99% 0.97%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 2.05% 2.00% 1.92% 2.31% 1.05% 1.0%
</TABLE>
- ----------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
+++ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a) Not annualized for periods of less than one year.
(b) Annualized for periods of less than one year.
The accompanying notes are an integral part of the financial statements.
F7
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
GT Global Dollar Fund ("Fund") is a diversified series of G.T. Investment
Portfolios, Inc. ("Company"). The Company is registered under the Investment
Company Act of 1940, as amended (1940 Act), as an open-end management investment
company.
The Fund offers Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges. Each class has exclusive voting
rights with respect to its distribution plan. Investment income, realized and
unrealized capital gains and losses, and the common expenses of the Fund are
allocated on a pro rata basis to each class based on the relative net assets of
each class to the total net assets of the Fund. Each class of shares differs in
its respective distribution expenses, and may differ in its transfer agent,
registration, and certain other class-specific fees and expenses.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles and the Financial
Statements may include certain estimates made by management.
(A) Portfolio Valuation
Securities are valued at amortized cost, which approximates market value.
(B) Federal Income Taxes
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended ("Code"). It is also the intention of the Fund to make distributions
sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
Therefore, no provision has been made for Federal taxes on income, capital
gains, and unrealized appreciation of securities held, or for excise tax on
income and capital gains.
(C) Repurchase Agreements
With respect to repurchase agreements entered into by the Fund, it is the Fund's
policy to always receive, as collateral, U.S. government securities or other
high quality debt securities of which the value, including accrued interest, is
at least equal to the amount to be repaid to the Fund under each agreement at
its maturity. Chancellor LGT Asset Management, Inc. (the "Manager") is
responsible for determining that the value of these underlying securities
remains at least equal to the resale price.
(D) Other
Security transactions are recorded on the trade date (date the order to buy or
sell is executed). Interest income is recorded on an accrual basis. Dividends to
shareholders from net investment income are declared daily and paid or
reinvested monthly.
2. Related Parties
The Manager serves as the investment manager and administrator of the Fund. The
Fund pays the Manager investment management and administration fees at the
annualized rate of 0.50% of the Fund's average daily net assets. These fees are
computed daily and paid monthly, and are subject to reduction in any year to the
extent that the Fund's expenses (exclusive of brokerage commissions, taxes,
interest, distribution-related expenses and extraordinary expenses) exceed the
most stringent limits prescribed by the laws or regulations of any state in
which the Fund's shares are sold.
GT Global, Inc., an affiliate of the Manager, serves as the Fund's distributor.
The Fund offers Class A shares for purchase. Certain redemptions of Class A
shares made within two years of purchase are subject to contingent deferred
sales charges ("CDSCs"), in accordance with the Fund's current prospectus. Class
B shares of the Fund are available only through an exchange of Class B shares of
other GT Global Mutual Funds. Certain redemptions of Class B shares made within
six years of purchase are also subject to CDSCs, in accordance with the Fund's
current prospectus. For the year ended December 31, 1996, GT Global collected
CDSCs in the amount of $968,357. In addition, GT Global may, from time to time,
make ongoing payments to brokerage firms, financial institutions (including
banks) and others that facilitate the administration and servicing of
shareholder accounts.
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may pay GT Global a service fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class A shares for GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may pay GT Global a distribution fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class A shares less any amounts paid by the Fund as the aforementioned service
fee for GT Global's expenditures incurred in providing services as distributor.
GT Global does not currently intend to seek reimbursement of any amounts under
the Class A Plan. All expenses for which GT Global could be reimbursed under the
Class A Plan will have been incurred within one year prior to such
reimbursement.
Pursuant to the Fund's Class B Plan, the Fund may pay GT Global a service fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class B shares for GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may pay GT Global a distribution fee at
the annualized rate of up to 0.75% of the average daily net assets of the Fund's
Class B shares for GT Global's expenditures incurred in providing services as
distributor. GT Global does not currently intend to seek reimbursement of any
amounts in excess of 0.75% of average daily net assets under the Class B Plan.
Expenses incurred under the Class B Plan in excess of 1.00% annually may be
carried forward for reimbursement in subsequent years as long as that Plan
continues in effect.
F8
<PAGE>
GT GLOBAL DOLLAR FUND
The Manager and GT Global have voluntarily undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, interest, taxes and extraordinary
expenses) to the annual rate of 1.00%, 1.75%, and 1.00% of the average daily net
assets of the Fund's Class A, Class B, and Advisor Class shares, respectively.
If necessary, this limitation will be effected by waivers by the Manager of its
investment management and administration fees, waivers by GT Global of payments
under the Class A Plan and/or Class B Plan and/or reimbursements by the Manager
or GT Global of portions of the Fund's other operating expenses.
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent for the Fund. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
an annual maintenance fee of $17.50 per account, a new account fee of $4.00 per
account, a per transaction fee of $1.75 for all transactions other than
exchanges and a per exchange fee of $2.25. The Transfer Agent also is reimbursed
by the Fund for its out-of-pocket expenses for such items as postage, forms,
telephone charges, stationery and office supplies.
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $1,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
The Manager is the pricing and accounting agent for the Fund. The monthly fee
for these services to the Manager is a percentage, not to exceed 0.03% annually,
of the Fund's average daily net assets. The annual fee rate is derived by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by LGT and 0.02% to the assets in excess of $5 billion and allocating
the result according to the Fund's average daily net assets.
3. Capital Shares
At December 31, 1996, there were 2,000,000,000 shares of the Company's common
stock authorized, at $0.001 per share. Of this number, 1,500,000,000 shares have
been classified as shares of the Fund; 500 million shares have been classified
as Class A shares, 500 million have been classified as Class B shares, and 500
million have been classified as Advisor Class shares. These amounts may be
increased from time to time at the discretion of the Board of Directors.
Transactions in capital shares of the Fund were as follows:
Capital Share Transactions
<TABLE>
<CAPTION>
Year ended Year ended
December 31, December 31,
1996 1995
--------------- ---------------
Class A Shares & Amount Shares & Amount
- ------------------------------------------------------------------------------------ --------------- ---------------
<S> <C> <C>
Shares sold......................................................................... 14,275,856,684 8,377,131,000
Shares issued in connection with reinvestment of distributions...................... 7,664,536 9,256,942
--------------- ---------------
14,283,521,220 8,386,387,942
Shares repurchased.................................................................. (14,074,631,817) (8,523,474,325)
--------------- ---------------
Net increase (decrease)............................................................. 208,889,403 (137,086,383)
--------------- ---------------
--------------- ---------------
Year ended Year ended
December 31, December 31,
1996 1995
--------------- ---------------
Class B Shares & Amount Shares & Amount
- ------------------------------------------------------------------------------------ --------------- ---------------
Shares sold......................................................................... 2,348,173,773 1,264,724,918
Shares issued in connection with reinvestment of distributions...................... 2,261,688 3,247,874
--------------- ---------------
2,350,435,461 1,267,972,792
Shares repurchased.................................................................. (2,321,320,722) (1,278,753,481)
--------------- ---------------
Net increase (decrease)............................................................. 29,114,739 (10,780,689)
--------------- ---------------
--------------- ---------------
June 1, 1995
(commencement
of
sale of shares)
Year ended to
December 31, December 31,
1996 1995
--------------- ---------------
Advisor Class Shares & Amount Shares & Amount
- ------------------------------------------------------------------------------------ --------------- ---------------
Shares sold......................................................................... 237,098,781 5,375,327
Shares issued in connection with reinvestment of distributions...................... 215,804 54,229
--------------- ---------------
237,314,585 5,429,556
Shares repurchased.................................................................. (224,416,508) (3,349,405)
--------------- ---------------
Net increase........................................................................ 12,898,077 2,080,151
--------------- ---------------
--------------- ---------------
</TABLE>
4. Expense Reductions
For the year ended December 31, 1996, the Fund's custody fees were offset by
$62,864 of credits on cash held at the custodian.
F9
<PAGE>
GT GLOBAL DOLLAR FUND
GT GLOBAL MUTUAL FUNDS
GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE GT GLOBAL
MUTUAL FUNDS, INCLUDING FEES, EXPENSES AND RISKS OF GLOBAL AND EMERGING
MARKET INVESTING AS WELL AS THE RISKS OF INVESTING IN RELATED INDUSTRIES,
PLEASE CONTACT YOUR FINANCIAL ADVISOR OR CALL GT GLOBAL DIRECTLY AT
1-800-824-1580.
GROWTH FUNDS
/ / GLOBALLY DIVERSIFIED FUNDS
GT GLOBAL WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
GT GLOBAL INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.
GT GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies
/ / GLOBAL THEME FUNDS
GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
GT GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products
GT GLOBAL HEALTH CARE FUND
Invests in the growing health care industries worldwide
GT GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure
GT GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources
GT GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
/ / REGIONALLY DIVERSIFIED FUNDS
GT GLOBAL NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim
GT GLOBAL EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe
GT GLOBAL LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America
/ / SINGLE COUNTRY FUNDS
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
Invests in equity securities of small U.S. companies
GT GLOBAL AMERICA MID CAP GROWTH FUND
Concentrates on medium-sized companies in
the U.S.
GT GLOBAL AMERICA VALUE FUND
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
GT GLOBAL JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market
GROWTH AND INCOME FUND
GT GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world
INCOME FUNDS
GT GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities
GT GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
GT GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets
MONEY MARKET FUND
GT GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
[LOGO]
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GT
GLOBAL DOLLAR FUND, G.T. INVESTMENT PORTFOLIOS, INC., CHANCELLOR LGT ASSET
MANAGEMENT, INC. OR GT GLOBAL, INC. THIS STATEMENT OF ADDITIONAL INFORMATION
DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
DOLSA705MC
<PAGE>
GT GLOBAL DOLLAR FUND:
ADVISOR CLASS
50 California Street, 27th Floor
San Francisco, California 94111-4624
(415) 392-6181
Toll Free: (800) 824-1580
Statement of Additional Information
May 1, 1997
- --------------------------------------------------------------------------------
GT Global Dollar Fund (the "Fund") is a diversified series of G.T. Investment
Portfolios, Inc. (the "Company"), a registered open-end management investment
company. This Statement of Additional Information relating to the Advisor Class
shares of the Fund, which is not a prospectus, supplements and should be read in
conjunction with the Fund's current Advisor Class Prospectus dated May 1, 1997,
a copy of which is available without charge by writing to the above address or
calling the Fund at the toll-free telephone number printed above.
Chancellor LGT Asset Management, Inc. (the "Manager") serves as the Fund's
investment manager and administrator. The distributor of the Fund's shares is GT
Global, Inc. ("GT Global"). The Fund's transfer agent is GT Global Investor
Services, Inc. ("GT Services" or the "Transfer Agent").
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Investment Objective and Policies........................................................................................ 2
Investment Limitations................................................................................................... 4
Directors and Executive Officers......................................................................................... 5
Management............................................................................................................... 7
Dividends and Taxes...................................................................................................... 8
Information Relating to Sales and Redemptions............................................................................ 9
Valuation of Fund Shares................................................................................................. 10
Execution of Portfolio Transactions...................................................................................... 11
Additional Information................................................................................................... 12
Investment Results....................................................................................................... 13
Description of Debt Ratings.............................................................................................. 19
Financial Statements..................................................................................................... 20
</TABLE>
[LOGO]
Statement of Additional Information Page 1
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT OBJECTIVE
AND POLICIES
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is maximum current income consistent with
liquidity and conservation of capital. The Fund seeks its objective by investing
in high quality, U.S. dollar-denominated money market instruments.
CHANGES IN A SECURITY'S RATING
Subsequent to the purchase of a security by the Fund, the security may cease to
be rated or its rating may be reduced below the minimum rating required for its
purchase, as described in the Prospectus. In such event the Fund, the Company's
Board of Directors (the "Board") and the Manager will review the situation and
take appropriate action in accordance with procedures adopted by the Board
pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act").
VARIABLE AND FLOATING RATE OBLIGATIONS
Floating and variable rate demand notes and bonds are obligations ordinarily
having stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not exceeding
13 months, in each case upon not more than 30 days' notice. The issuer of such
obligations generally has a corresponding right, after a given period, to prepay
in its discretion the outstanding principal amount of the obligation plus accrue
d interest upon a specified number of days' notice to the holders thereof. The
interest rates payable on certain securities in which the Fund may invest are
not fixed and may fluctuate based upon changes in market rates. Variable and
floating rate obligations have interest rates that are adjusted at designated
intervals or whenever there are changes in the market rates of interest on which
the interest rates are based. Variable and floating rate obligations permit the
Fund to "lock in" the current interest rate for only the period until the next
rate adjustment, but the rate adjustment feature tends to limit the extent to
which the market value of the obligation will fluctuate.
BANKERS' ACCEPTANCES
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn on it by a customer. These obligations are backed by large banks
and usually are backed by goods in international trade.
CERTIFICATES OF DEPOSIT
Certificates of deposit are negotiable certificates representing a commercial
bank's obligations to repay funds deposited with it, earning specified rates of
interest over a given period of time.
COMMERCIAL PAPER
Commercial paper consists of short-term promissory notes issued by large
corporations with a high quality rating to finance short-term credit needs.
U.S. GOVERNMENT OBLIGATIONS
U.S. government obligations are debt securities issued or guaranteed by the U.S.
Treasury or by an agency or instrumentality of the U.S. government. However, not
all U.S. government obligations are backed by the full faith and credit of the
United States. For example, securities issued by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation and the Tennessee Valley
Authority are supported only by the credit of the issuer. There is no guarantee
that the U.S. government will provide support to such U.S. government sponsored
agencies, as it is not so obligated by law. Therefore, the purchase of such
securities involves more risk than investment in other U.S. government
obligations.
REPURCHASE AGREEMENTS
A repurchase agreement is a transaction in which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank or dealer, an agreed-upon price, date and market rate
of interest unrelated to coupon rate or maturity of the purchased security.
Although repurchase agreements carry certain risks not associated with direct
investments in securities, including possible decline in the market value of the
underlying securities and delays and costs to the Fund if the other party to the
repurchase agreement becomes bankrupt, the Fund intends to enter into repurchase
agreements only with banks and dealers believed by the Manager to present
minimal credit risks in accordance with guidelines established by the Board. The
Manager will review and monitor the creditworthiness of such institutions under
the Board's general supervision.
Statement of Additional Information Page 2
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund will invest only in repurchase agreements collateralized at all times
in an amount at least equal to the repurchase price plus accrued interest. To
the extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss. If the financial institution which is party to the repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other liquidation proceedings, there may be restrictions on the Fund's ability
to sell the collateral and the Fund could suffer a loss. However, with respect
to financial institutions whose bankruptcy or liquidation proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with provisions
under such Code that would allow the immediate resale of such collateral. There
is no limitation on the amount of the Fund's assets that may be subject to
repurchase agreements at any given time. The Fund will not enter into a
repurchase agreement with a maturity of more than seven days if, as a result,
more than 10% of the value of its net assets would be invested in such
repurchase agreements and other illiquid investments.
WHEN-ISSUED DELAYED DELIVERY TRANSACTIONS
The Fund may buy and sell securities on a when-issued or delayed delivery basis,
with payment and delivery taking place at a future date. The market value of
securities purchased in this way may change before the delivery date, which
could increase fluctuations in the Fund's yield. Ordinarily, the Fund will not
earn interest on securities purchased until they are delivered.
ILLIQUID SECURITIES
The Fund will not invest more than 10% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days, and restricted securities other than those the Manager has determined to
be liquid pursuant to guidelines established by the Board. Commercial paper
issues in which the Fund may invest include securities issued by major
corporations without registration under the Securities Act of 1933, as amended
(the "1933 Act") in reliance on the exemption from such registration afforded by
Section 3(a)(3) thereof and commercial paper issued in reliance on the so-called
"private placement" exemption from registration afforded by Section 4(2) of the
1933 Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to
disposition under the federal securities laws in that any resale must similarly
be made in an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity.
Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the 1933 Act, including private placements, repurchase
agreements, commercial paper, foreign securities and corporate bonds and notes.
These instruments are often restricted securities because the securities are
sold in transactions not requiring registration. Institutional investors
generally will not seek to sell these instruments to the general public, but
instead will often depend either on an efficient institutional market in which
such unregistered securities can be readily resold on or an issuer's ability to
honor a demand for repayment. Therefore, the fact that there are contractual or
legal restrictions on resale to the general public or certain institutions is
not dispositive of the liquidity of such investments.
Rule 144A under the 1933 Act establishes a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers. Institutional markets for restricted securities that have
developed as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and settlement of unregistered securities, such as the PORTAL System
sponsored by the National Association of Securities Dealers, Inc. An
insufficient number of qualified institutional buyers interested in purchasing
Rule 144A-eligible restricted securities held by the Fund, however, could affect
adversely the marketability of such portfolio securities and the Fund might be
unable to dispose of such securities promptly or at favorable prices.
With respect to liquidity determinations generally, the Board has the ultimate
responsibility for determining whether specific securities, including restricted
securities pursuant to Rule 144A under the 1933 Act, are liquid or illiquid. The
Board has delegated the function of making day-to-day determinations of
liquidity to the Manager, in accordance with procedures approved by the Board.
The Manager takes into account a number of factors in reaching liquidity
decisions, including (1) the frequency of trading in the security; (2) the
number of dealers that make quotes for the security; (3) the number of dealers
that have undertaken to make a market in the security; (4) the number of other
potential purchasers; and (5) the nature of the security and how trading is
effected (E.G., the time needed to sell the security, how offers are solicited
and the mechanics of transfer). The Manager monitors the liquidity of securities
held by the Fund and periodically reports thereon to the Board.
Statement of Additional Information Page 3
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund has adopted the following investment limitations as fundamental
policies that may not be changed without approval by the affirmative vote of the
lesser of (i) 67% of the Fund's shares represented at a meeting at which more
than 50% of the outstanding shares are represented, and (ii) more than 50% of
the Fund's outstanding shares. The Fund may not:
(1) Purchase common stocks, preferred stocks, warrants or other equity
securities;
(2) Issue senior securities;
(3) Pledge, mortgage or hypothecate its assets except to secure
borrowings as disclosed in the Prospectus;
(4) Sell securities short, purchase securities on margin, or engage in
option transactions;
(5) Underwrite the sale of securities of other issuers;
(6) Purchase or sell real estate interests, commodities or commodity
contracts or oil and gas investments;
(7) Make loans, except: (i) the purchase of debt securities in
accordance with the Fund's objectives and policies shall not be considered
making loans, and (ii) pursuant to contracts providing for the compensation
of service provided by compensating balances;
(8) Purchase the securities issued by other investment companies, except
as they may be acquired as part of a merger, consolidation or acquisition of
assets; and
(9) Invest more than 25% of the value of the Fund's assets in securities
of issuers in any one industry, except that the Fund is permitted to invest
without such limitation in U.S. government-backed obligations.
For purposes of the concentration policy contained in limitation (9), above, the
Fund intends to comply with the Securities and Exchange Commission ("SEC") staff
position that securities issued or guaranteed as to principal and interest by
any single foreign government are considered to be securities of issuers in the
same industry.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in values or assets
will not constitute a violation of that restriction.
An additional investment limitation of the Fund, which is not fundamental and
may be changed by vote of the Board without shareholder approval to the extent
consistent with regulatory requirements, provides that the Fund may not invest
more than 10% of its net assets in illiquid securities.
Statement of Additional Information Page 4
<PAGE>
GT GLOBAL DOLLAR FUND
DIRECTORS AND EXECUTIVE
OFFICERS
- --------------------------------------------------------------------------------
The Company's Directors and Executive Officers are listed below.
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS EXPERIENCE FOR PAST 5 YEARS
- --------------------------------------- ------------------------------------------------------------------------------------------
<S> <C>
William J. Guilfoyle*, 38 Director, LGT Asset Management, Inc. since 1996; Director, G.T. Insurance Agency ("G.T.
Director, Chairman of the Board and Insurance") since 1996; Director, Liechtenstein Global Trust AG (holding company of the
President various international LGT companies) since 1995; President, GT Global since 1995;
50 California Street President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice President
San Francisco, CA 94111 and Director, Sales and Marketing, G.T. Insurance from April 1995 to November 1995; Vice
President and Director of Marketing, GT Global from 1987 to 1995; Senior Vice President,
Retail Marketing, G.T. Insurance from 1993 to 1995; and Vice President, G.T. Insurance
from 1992 to 1993. Mr. Guilfoyle also is a director or trustee of each of the other
investment companies registered under the 1940 Act that is managed or administered by the
Manager.
C. Derek Anderson, 55 Chief Executive Officer, Anderson Capital Management, Inc.; Chairman and Chief Executive
Director Officer, Plantagenet Holdings, Ltd. from 1991 to present; Director, Munsingwear, Inc.; and
220 Sansome Street Director, American Heritage Group Inc. and various other companies. Mr. Anderson also is a
Suite 400 director or trustee of each of the other investment companies registered under the 1940
San Francisco, CA 94104 Act that is managed or administered by the Manager.
Frank S. Bayley, 57 Partner, Baker & McKenzie (a law firm); Director and Chairman, C.D. Stimson Company (a
Director private investment company). Mr. Bayley also is a director or trustee or each of the other
Two Embarcadero Center investment companies registered under the 1940 Act that is managed or administered by the
Suite 2400 Manager.
San Francisco, CA 94111
Arthur C. Patterson, 53 Managing Partner, Accel Partners (a venture capital firm). He also serves as a director of
Director various computing and software companies. Mr. Patterson also is a director or trustee of
One Embarcadero Center each of the other investment companies registered under the 1940 Act that is managed or
Suite 3820 administered by the Manager.
San Francisco, CA 94111
Ruth H. Quigley, 61 Private investor; and President, Quigley Friedlander & Co., Inc. (a financial advisory
Director services firm) from 1984 to 1986. Ms. Quigley also is a director or trustee or each of the
1055 California Street other investment companies registered under the 1940 Act that is managed or administered
San Francisco, CA 94108 by the Manager.
Robert G. Wade, Jr.*, 69 Consultant to the Manager; Chairman of the Board of Chancellor Capital Management, Inc.
Director from January 1995 to October 1996; President, Chief Executive Officer and Chairman of the
1166 Avenue of the Americas Board of Chancellor Capital Management, Inc. from 1988 to January 1995.
New York, NY 10036
</TABLE>
- --------------
* Mr. Guilfoyle and Mr. Wade are "interested persons" of the Company as
defined by the 1940 Act due to their affiliation with the LGT companies.
Statement of Additional Information Page 5
<PAGE>
GT GLOBAL DOLLAR FUND
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS EXPERIENCE FOR PAST 5 YEARS
- --------------------------------------- ------------------------------------------------------------------------------------------
<S> <C>
James R. Tufts, 38 Chief Information Officer for the Manager since October 1996; President,
Vice President and Chief GT Services since 1995; Senior Vice President -- Finance and
Financial Officer Administration, GT Global, GT Services and G.T. Insurance from 1994 to
50 California Street 1995; Senior Vice President -- Finance and Administration, LGT Asset
San Francisco, CA 94111 Management from 1994 to October 1996; Vice President -- Finance, LGT
Asset Management, GT Global and GT Services from 1990 to 1994; Vice
President -- Finance, G.T. Insurance from 1992 to 1994; and Director,
LGT Asset Management, GT Global and GT Services since 1991.
Kenneth W. Chancey, 51 Vice President -- Mutual Fund Accounting, the Manager since 1992; and
Vice President and Vice President, Putnam Fiduciary Trust Company from 1989 to 1992.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
Helge K. Lee, 50 Executive Vice President, Asset Management Division, Liechtenstein
Vice President and Secretary Global Trust since October 1996; Senior Vice President, LGT Asset
50 California Street Management, GT Global, GT Services and G.T. Insurance from February 1996
San Francisco, CA 94111 to October 1996; Vice President, the Manager, LGT Asset Management, GT
Global, GT Services and G.T. Insurance from May 1994 to February 1996;
General Counsel, the Manager, LGT Asset Management, GT Global, GT
Services and G.T. Insurance from May 1994 to October 1996; Secretary,
the Manager, LGT Asset Management, GT Global, GT Services and G.T.
Insurance from May 1994 to October 1996; Senior Vice President, General
Counsel and Secretary, Strong/ Corneliuson Management, Inc.; and
Secretary, each of the Strong Funds from October 1991 to May 1994.
</TABLE>
------------------------
The Board of Directors has a Nominating and Audit Committee, comprised of Ms.
Quigley and Messrs. Anderson, Bayley and Patterson, which is responsible for
nominating persons to serve as Directors, reviewing audits of the Company and
recommending firms to serve as independent auditors of the Company. Each of the
Directors and Officers of the Company is also a Director and Officer of G.T.
Investment Funds, Inc., G.T. Investment Portfolios, Inc., GT Global Floating
Rate Fund, Inc. and G.T. Global Developing Markets Fund, Inc. and a Trustee and
Officer of G.T. Global Growth Series, G.T. Global Eastern Europe Fund, G.T.
Global Variable Investment Trust, G.T. Global Variable Investment Series, G.T.
Global High Income Portfolio, Growth Portfolio and Global Investment Portfolio,
which also are registered investment companies managed by the Manager. Each
Director and Officer serves in total as a Director and or Trustee and Officer,
respectively, of 12 registered investment companies with 41 series managed or
administered by the Manager. The Company pays each Director who is not a
director, officer or employee of the Manager or any affiliated company $1,000
per annum, plus $300 for each meeting of the Board or any committee thereof
attended by the Director, and reimburses travel and other expenses incurred in
connection with attendance at such meetings. Other Directors and Officers
receive no compensation or expense reimbursement from the Company. For the
fiscal year ended December 31, 1996, Mr. Anderson, Mr. Bayley, Mr. Patterson and
Ms. Quigley, who are not directors, officers or employees of the Manager or any
affiliated company, received total compensation of $3,400, $3,400, $3,100 and
$3,400, respectively, from the Company for their services as Directors. For the
fiscal year ended December 31, 1996, Mr. Anderson, Mr. Bayley, Mr. Patterson and
Ms. Quigley received total compensation of $87,600, $87,600, $80,100 and
$87,600, respectively, from the investment companies managed or administered by
the Manager for which he or she serves as a Director or Trustee. Fees and
expenses disbursed to the Directors contained no accrued or payable pension or
retirement benefits. As of April 1, 1997, the Directors and Officers and their
families as a group owned in the aggregate beneficially or of record less than
1% of the outstanding shares of the Fund.
Statement of Additional Information Page 6
<PAGE>
GT GLOBAL DOLLAR FUND
MANAGEMENT
- --------------------------------------------------------------------------------
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
The Manager serves as the Fund's investment manager and administrator under an
Investment Management and Administration Contract between the Company and the
Manager ("Management Contract"). The Manager serves as Administrator to the Fund
under an administration contract between the Company and the Manager
("Administration Contract"). The Administration Contract will not be deemed as
an advisory contract, as defined under the 1940 Act. As investment manager and
administrator, the Manager makes all investment decisions for the Fund and, as
administrator, administers the Fund's affairs. Among other things, the Manager
furnishes the services and pays the compensation and travel expenses of persons
who perform the executive, administrative, clerical and bookkeeping functions of
the Company and the Fund, and provides suitable office space, necessary small
office equipment and utilities. For these services, the Fund pays the Manager
investment management and administration fees, computed daily and paid monthly,
at the annualized rate of 0.50% of the Fund's average daily net assets.
The Management Contract may be renewed for one-year terms with respect to the
Fund, provided that any such renewal has been specifically approved at least
annually by: (i) the Board, or by the vote of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act), and (ii) a majority
of Directors who are not parties to the Management Contract or "interested
persons" of any such party (as defined in the 1940 Act), cast in person at a
meeting called for the specific purpose of voting on such approval. Either the
Company or the Manager may terminate the Management Contract without penalty
upon sixty days' written notice to the other party. The Management Contract
terminates automatically in the event of its assignment (as defined in the 1940
Act).
For the fiscal years ended December 31, 1996, 1995 and 1994, the Fund paid
investment management and administration fees to the Manager in the amounts of
$1,808,976, $1,665,299 and $1,406,615, respectively. During the fiscal year
ended December 31, 1996, the Manager reimbursed the Fund for a portion of its
investment management and administration fees in the amount of $173,045. No such
reimbursements were made during the fiscal years ended December 31, 1995 and
1994.
DISTRIBUTION SERVICES
The Fund's Advisor Class are offered continuously through the Fund's principal
underwriter and distributor, GT Global, on a "best efforts" basis without a
sales charge or a contingent deferred sales charge.
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer Agent has been retained by the Fund to perform shareholder
servicing, reporting and general transfer agent functions for the Fund. For
these services, the Transfer Agent receives an annual maintenance fee of $17.50
per account, a new account fee of $4.00 per account, a per transaction fee of
$1.75 for all transactions other than exchanges and a per exchange fee of $2.25.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such items as postage, forms, telephone charges, stationery and office
supplies. The Manager also serves as the Fund's pricing and accounting agent.
For the fiscal years ended December 31, 1996 and 1995, the accounting services
fees for the Fund were $90,682 and $34,482, respectively.
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by the Manager, GT Global and other
agents. These expenses include, in addition to the advisory, administration,
distribution, transfer agency, pricing and accounting agency and brokerage fees
discussed above, legal and audit expenses, custodian fees, directors' fees,
organizational fees, fidelity bond and other insurance premiums, taxes,
extraordinary expenses and the expenses of reports and prospectuses sent to
existing investors. The allocation of general Company expenses and expenses
shared among the Fund and other funds organized as series of the Company are
allocated on a basis deemed fair and equitable, which may be based on the
relative net assets of the Fund or the nature of the services performed and
relative applicability to the Fund. Expenditures, including costs incurred in
connection with the purchase or sale of portfolio securities, which are
capitalized in accordance with generally accepted accounting principles
applicable to investment companies, are accounted for as capital items and not
as expenses.
Statement of Additional Information Page 7
<PAGE>
GT GLOBAL DOLLAR FUND
DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------
DAILY INCOME DIVIDENDS
Net investment income and any realized net short-term capital gain are
determined and declared as a dividend each day. Each such dividend is payable to
shareholders as of the close of business on that day. Orders to purchase Fund
shares are executed on the business day on which Federal Funds, i.e., monies
held on deposit at a Federal Reserve Bank, become available. Shares begin
accruing dividends on the day following the date of purchase. Shares are
entitled to the dividend declared on the day a redemption request is received by
the Transfer Agent. Dividends are automatically reinvested in Advisor Class
shares of the Fund on the last Business Day of the month, at net asset value,
unless a shareholder otherwise instructs the Transfer Agent in writing. A
shareholder that does so will be mailed a check in the amount of each dividend.
For the purpose of calculating dividends, daily net investment income of the
Fund consists of (a) all interest income accrued on investments (including any
discount or premium ratably accrued or amortized, respectively, to the date of
maturity or determined in such other manner as the Fund may determine in
accordance with generally accepted accounting principles), (b) minus all accrued
liabilities, including interest, taxes and other expense items, and reserves for
contingent or undetermined liabilities, all determined in accordance with those
principles, (c) plus or minus all realized gains or losses on investments, if
any.
TAXES -- GENERAL
In order to continue to qualify for treatment as a regulated investment company
under the Internal Revenue Code of 1986 (the "Code"), as amended, the Fund must
distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting of net investment income and any
net short-term capital gain) and must meet several additional requirements.
These requirements include the following: (1) the Fund must derive at least 90%
of its gross income each taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of
securities, or other income derived with respect to its business of investing in
securities; (2) the Fund must derive less than 30% of its gross income each
taxable year from the sale or other disposition of securities held for less than
three months; and (3) the Fund must diversify its holdings so that, at the close
of each quarter of its taxable year, (i) at least 50% of the value of its total
assets is represented by cash and cash items, U.S. government securities and
other securities limited, with respect to any one issuer, to an amount that does
not exceed 5% of the value of the Fund's total assets and (ii) not more than 25%
of the value of its total assets is invested in the securities of any one issuer
(other than U.S. government securities).
The Fund will be subject to a nondeductible 4% excise tax to the extent it fails
to distribute by the end of any calendar year substantially all of its ordinary
income for that year and capital gain net income, if any, for the one-year
period ending on October 31 of that year, plus certain other amounts.
Dividends from net investment income and realized net short-term capital gain
are taxable to shareholders as ordinary income. The Fund does not expect to
receive any dividend income from U.S. corporations, which means that dividends
from the Fund will not be eligible for the dividends-received deduction allowed
to corporations. Dividends will be taxed for federal income tax purposes in the
same manner whether they are received in cash or reinvested in additional Fund
shares.
NON-U.S. SHAREHOLDERS
Dividends paid by the Fund to a shareholder who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation or foreign partnership (a "foreign shareholder") will be
subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply if a dividend paid by the Fund to a foreign
shareholder is "effectively connected with the conduct of a U.S. trade or
business," in which case the reporting and withholding requirements applicable
to domestic shareholders will apply.
The foregoing is a general and abbreviated summary of certain federal tax
considerations affecting the Fund and its shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any foreign, state and local taxes applicable to an investment in the
Fund.
Statement of Additional Information Page 8
<PAGE>
GT GLOBAL DOLLAR FUND
INFORMATION RELATING TO
SALES AND REDEMPTIONS
- --------------------------------------------------------------------------------
STATEMENTS AND REPORTS
When an investor makes an initial investment in the Fund, a shareholder account
is opened in accordance with the investor's registration instructions.
Shareholders receive monthly statements detailing account transactions. Shortly
after the end of the Fund's fiscal year on December 31 and fiscal half-year on
June 30, shareholders will receive an annual and semiannual report,
respectively. These reports list the securities held by the Fund and contain the
Fund's financial statements. In addition, the federal income tax status of
dividends paid by the Fund to shareholders will be reported after the end of
each fiscal year on Form 1099-DIV.
PAYMENT AND TERMS OF OFFERING
Payment for Advisor Class shares of the Fund purchased should accompany the
purchase order, or funds should be wired to the Transfer Agent as described in
the Prospectus. Payment, other than by wire transfer, must be made by check or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
As a condition of this offering, if an order to purchase either class of shares
is cancelled due to nonpayment (for example, because a check is returned for
"not sufficient funds"), the person who made the order will be responsible for
any loss incurred by the Fund by reason of such cancellation, and if such
purchaser is a shareholder, the Fund shall have the authority as agent of the
shareholder to redeem shares in his or her account for their then-current net
asset value per share to reimburse the Company for the loss incurred. Investors
whose purchase orders have been cancelled due to nonpayment may be prohibited
from placing future orders.
The Fund reserves the right at any time to waive or increase the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on the
Fund until it has been confirmed in writing by the Transfer Agent (or other
arrangements made with the Fund, in the case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
WHEN ORDERS ARE EFFECTIVE
In order to maximize earnings on its portfolio, the Fund intends at all times to
be as completely invested as reasonably possible. Transactions in the money
market instruments in which the Fund invests normally require immediate
settlement in Federal Funds, as defined above. Thus, an order to purchase Fund
shares will be executed on any day Monday through Friday on which the New York
Stock Exchange ("NYSE") is open for business ("Business Day"), on which Federal
Funds become available to the Fund. Funds transmitted by bank wire to the
Transfer Agent and received by it prior to the close of regular trading on the
NYSE will normally be credited to a shareholder's account on the same day as
received. Funds transmitted by bank wire and received after the close of regular
trading on the NYSE normally will be credited on the next Business Day. If
remitted in other than the foregoing manner, such as by check, purchase orders
will be executed as of the close of business on the day on which the payment is
converted into Federal Funds, normally two days after receipt of the payment.
The investor becomes a shareholder on the day on which the order is effective.
Dividends begin to accrue on the next day. Information on how to transmit
Federal Funds by wire is available at any national bank or any state bank which
is a member of the Federal Reserve System. Any such bank may charge the
shareholder for this service.
EXCHANGES BETWEEN FUNDS
A shareholder may exchange shares of the Fund for shares of the corresponding
class of other GT Global Mutual Funds as described in the Prospectus. Advisor
Class shares may be exchanged only for Advisor Class shares of other GT Global
Mutual Funds. The exchange privilege is not an option or right to purchase
shares but is permitted under the current policies of the respective GT Global
Mutual Funds. The privilege may be discontinued or changed at any time by any of
the Funds upon sixty days' prior written notice to the shareholders of such Fund
and is available only in states where the exchange may be made legally. Before
purchasing shares through the exercise of the exchange privilege, a shareholder
should obtain and read a copy of the prospectus of the fund to be purchased and
should consider the investment objective(s) of such Fund.
Statement of Additional Information Page 9
<PAGE>
GT GLOBAL DOLLAR FUND
TELEPHONE REDEMPTIONS
A corporation or partnership wishing to utilize the telephone redemption
services must submit a "Corporate Resolution" or "Certificate of Partnership"
indicating the names, titles and the required number of signatures of persons
authorized to act on its behalf. The certificate must be signed by a duly
authorized officer(s) and, in the case of a corporation, the corporate seal must
be affixed. All shareholders may request that redemption proceeds be transmitted
by bank wire upon request directly to the shareholder's predesignated account at
a domestic bank or savings institution if the proceeds are at least $1,000.
Costs in connection with the administration of this service, including wire
charges, currently are borne by the Fund. Proceeds of less than $1,000 will be
mailed to the shareholder's registered address of record. The Fund and the
Transfer Agent reserve the right to refuse any telephone instructions and may
discontinue the aforementioned redemption options upon thirty days' written
notice.
SUSPENSION OF REDEMPTION PRIVILEGES
The Fund may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period: (1)
when the NYSE is closed other than customary weekend and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an emergency
exists, as defined by the SEC, which would prohibit the Fund from disposing of
portfolio securities owned by them or in fairly determining the value of its
assets, or (3) as the SEC may otherwise permit.
REDEMPTIONS IN KIND
It is possible that conditions may arise in the future which, in the opinion of
the Board, would make it undesirable for the Fund to pay for all redemptions in
cash. In such cases, the Board may authorize payment to be made in portfolio
securities or other property of the Fund, so called "Redemptions in Kind."
Payment of redemptions in kind will be made in readily marketable securities.
Such securities would be valued at the same value assigned to them in computing
the net asset value per share. Shareholders receiving such securities would
incur brokerage costs in selling any such securities so received.
- --------------------------------------------------------------------------------
VALUATION OF FUND SHARES
- --------------------------------------------------------------------------------
As described in the Prospectus, the Fund's net asset value per share for each
class of shares is determined each Business Day as of the close of regular
trading on the NYSE (currently, 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time).
Currently, the NYSE is closed on weekends and on certain days relating to the
following holidays: (i) New Years Day, Presidents' Day, Good Friday, Memorial
Day, July 4th, Labor Day, Thanksgiving Day and Christmas Day.
The net asset value of the Fund's shares is determined by dividing its total
assets less its liabilities by the number of shares outstanding. The Fund may
declare a suspension of the determination of net asset value during the periods
when it may suspend redemption privileges, as provided in "Suspension of
Redemption Privileges," above.
The Fund has adopted a policy which requires that it use its best efforts, under
normal circumstances, to maintain a constant net asset value of $1.00 per share.
The Fund values its portfolio securities using the amortized cost method. This
policy does not establish a net asset value of $1.00 per share; it merely
permits a pricing method under which the Fund may seek to maintain a per share
net asset value of $1.00. There can be no assurance that the Fund will be able
to maintain a stable net asset value of $1.00 per share for purchases and
redemptions. The amortized cost method involves valuing a security at its cost
and thereafter accruing any discount or premium at a constant rate to maturity.
By declaring these accruals to the Fund's shareholders in the daily dividend,
the value of the Fund's assets, and, thus, its net asset value per share,
generally will remain constant. Although this method provides certainty in
valuation, it may result in periods during which the value of the Fund's
securities, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the securities. During periods of declining
interest rates, the daily yield on shares of the Fund computed as described
above may tend to be higher than a like computation made by a similar fund with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio securities. Thus, if the
Fund's use of amortized cost resulted in a lower aggregate portfolio value on a
particular day, a prospective investor in the Fund would be able to obtain a
somewhat higher yield than would result from investment in a similar fund
utilizing solely market values, and existing investors in the Fund would receive
less investment income. The converse would apply in a period of rising interest
rates.
Statement of Additional Information Page 10
<PAGE>
GT GLOBAL DOLLAR FUND
In connection with the Fund's policy of valuing its securities using the
amortized cost method, the Fund maintains a dollar-weighted portfolio maturity
of 90 days or less and purchases only portfolio securities having remaining
maturities of 13 months or less. The Board also has established procedures in
accordance with Rule 2a-7 under the 1940 Act designed to stabilize, to the
extent reasonably possible, the Fund's net asset value per share, as computed
for the purpose of sales and redemptions, at $1.00. Such procedures include
review of portfolio holdings by the Board, at such intervals as it may deem
appropriate, to determine whether the Fund's net asset value calculated by using
available market quotations deviates from $1.00 per share and, if so, whether
such deviation may result in material dilution or may be otherwise unfair to
existing shareholders. In the event the Board determines that such a deviation
exists, the Board has agreed to take such corrective action as it deems
necessary and appropriate, which action might include selling portfolio
securities prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends, or paying distributions from
capital or capital gains, redeeming shares in kind, or establishing a net asset
value per share by using available market quotations or market equivalents.
- --------------------------------------------------------------------------------
EXECUTION OF PORTFOLIO
TRANSACTIONS
- --------------------------------------------------------------------------------
Subject to policies established by the Board, the Manager is responsible for the
execution of the Fund's portfolio transactions and the selection of
broker/dealers who execute such transactions on behalf of the Fund. Purchases
and sales of money market instruments by the Fund generally are made on a
principal basis, in which the dealer through whom the trade is executed retains
a "spread" as compensation. The spread is the difference in the price at which
the dealer buys or sells the instrument to the Fund and the price which the
dealer is able to resell or at which the dealer originally purchased,
respectively, the instrument. In executing portfolio transactions, the Manager
seeks the best net results for the Fund, taking into account such factors as the
price (including the applicable dealer spread), size of the order, difficulty of
execution and operational facilities of the firm involved. Although the Manager
generally seeks reasonably competitive spreads, payment of the lowest spread is
not necessarily consistent with the best net results. The Fund has no obligation
to deal with any broker/dealer or group of broker/dealers in the execution of
portfolio transactions.
Investment decisions for the Fund and for other investment accounts managed by
the Manager are made independently of each other in light of differing
conditions. However, the same investment decision occasionally may be made for
two or more of such accounts, including the Fund. In such cases, simultaneous
transactions may occur. Purchases or sales are then allocated as to price or
amount in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases the Manager
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
Under a policy adopted by the Board and subject to the policy of obtaining the
best net results, the Manager may consider a broker/dealer's sale of the shares
of the Fund and the other funds for which the Manager serves as investment
manager and/or administrator in selecting broker/dealers for the execution of
portfolio transactions. This policy does not imply a commitment to execute
portfolio transactions through all broker/dealers that sell shares of the Fund
and such other funds.
Statement of Additional Information Page 11
<PAGE>
GT GLOBAL DOLLAR FUND
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
LIECHTENSTEIN GLOBAL TRUST
Liechtenstein Global Trust, formerly BIL GT Group, is composed of the Manager
and its worldwide affiliates. Other worldwide affiliates of Liechtenstein Global
Trust include LGT Bank in Liechtenstein, formerly Bank in Liechtenstein, an
international financial services institution founded in 1920. LGT Bank in
Liechtenstein has principal offices in Vaduz, Liechtenstein. Its subsidiaries
currently include LGT Bank in Liechtenstein (Deutschland) GmbH, formerly Bank in
Liechtenstein (Frankfurt) GmbH, and LGT Asset Management AG, formerly Bilfinanz
und Verwaltung AG, in Zurich, Switzerland.
Worldwide asset management affiliates also currently include LGT Asset
Management PLC, formerly G.T. Management PLC, in London, England; LGT Asset
Management Ltd., formerly G.T. Management (Asia) Ltd., in Hong Kong; LGT Asset
Management Ltd., formerly G.T. Management (Japan) Ltd., in Tokyo; LGT Asset
Management Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd., in
Singapore; LGT Asset Management Ltd., formerly G.T. Management (Australia) Ltd.,
in Sydney; and LGT Asset Management GmbH, formerly BIL Asset Management GmbH, in
Frankfurt, Germany.
CUSTODIAN
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts 02110, acts as custodian of the Fund's assets. State
Street is authorized to establish and has established separate accounts in
foreign currencies and to cause securities of the Fund to be held in separate
accounts outside the United States in the custody of non-U.S. banks.
INDEPENDENT ACCOUNTANTS
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston, Massachusetts 02109. Coopers & Lybrand L.L.P. conducts annual
audits of the Fund's financial statements, assists in the preparation of the
Fund's federal and state income tax returns and consults with the Company and
the Fund as to matters of accounting, regulatory filings, and federal and state
income taxation.
The financial statements of the Company included in this Statement of Additional
Information have been audited by Coopers & Lybrand L.L.P., as stated in their
opinion appearing herein, and are included in reliance upon such opinion given
upon the authority of that firm as experts in accounting and auditing.
USE OF NAME
The Manager has granted the Company the right to use the "GT" and "GT Global"
names and has reserved the rights to withdraw its consent to the use of such
names by the Company or the Fund at any time, or to grant the use of such names
to any other company, and the Company has granted the Manager, under certain
conditions, the use of any other names it might assume in the future, with
respect to any other investment company sponsored by the Manager.
Statement of Additional Information Page 12
<PAGE>
GT GLOBAL DOLLAR FUND
INVESTMENT RESULTS
- --------------------------------------------------------------------------------
The Fund may, from time to time, provide yield information or comparisons of its
yield to various averages including data from Lipper Analytical Services, Inc.,
Bank Rate Monitor-TM-, IBC/Donaghue's Money Fund Report, MONEY Magazine, and
other industry publications, in advertisements or in reports furnished to
current or prospective shareholders.
The Fund calculates its yield for its shares daily, based upon the seven days
ending on the day of the calculation, called the "base period." The yield is
computed by determining the net change in the value of a hypothetical account
with a balance of one share at the beginning of the base period, with the net
change, excluding capital changes, but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the net
change in the account's value by the value of the account at the beginning of
the base period to determine the base period return; and multiplying the base
period return by (365/7). The Fund's effective yield is computed by compounding
the unannualized base period return by adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the result.
For the seven-day period ended December 31, 1996, the Fund's Class A share yield
was 4.49% and effective yield was 4.59%. The seven-day and effective yields are
calculated as follows:
Assumptions:
<TABLE>
<S> <C>
Value of hypothetical pre-existing account with exactly one share
at the beginning of the period:........................................... $1.000000000
Value of same account* (excluding capital changes) at the end
of the seven-day period ending December 31, 1996:......................... $1.000861095
</TABLE>
- --------------
* Value includes additional shares acquired with dividends paid on the
original shares.
Calculation:
<TABLE>
<S> <C> <C>
Ending account value:.................... $ 1.000861095
Less beginning account value:............ $ 1.000000000
Net change in account value:............. $ .000861095
Seven-day yield = $.000861095 x 365/7 = 4.49%
Effective yield** = [1 + .000861095] 365/7 -1 = 4.59%
</TABLE>
- --------------
** The effective yield assumes a year's compounding of the seven-day yield.
For the seven-day period ended December 31, 1996, the Fund's Class B share yield
was 3.74% and effective yield was 3.81%. The seven-day and effective yields are
calculated as follows:
Assumptions:
<TABLE>
<S> <C>
Value of hypothetical pre-existing account with exactly one share
at the beginning of the period:........................................... $1.000000000
Value of same account* (excluding capital changes) at the end
of the seven-day period ending December 31, 1996:......................... $1.000717260
</TABLE>
- --------------
* Value includes additional shares acquired with dividends paid on the
original shares.
Calculation:
<TABLE>
<S> <C> <C>
Ending account value:.................... $ 1.000717260
Less beginning account value:............ $ 1.000000000
Net change in account value:............. $ .000717260
Seven-day yield = $.000717260 x 365/7 = 3.74%
Effective yield** = [1 + .000717260] 365/7 -1 = 3.81%
</TABLE>
- --------------
** The effective yield assumes a year's compounding of the seven-day yield.
Statement of Additional Information Page 13
<PAGE>
GT GLOBAL DOLLAR FUND
For the seven-day period ended December 31, 1996, the Fund's Advisor Class share
yield was 4.49% and effective yield was 4.59%. The seven-day and effective
yields are calculated as follows:
Assumptions:
<TABLE>
<S> <C>
Value of hypothetical pre-existing account with exactly one share
at the beginning of the period:........................................... $1.000000000
Value of same account* (excluding capital changes) at the end
of the seven-day period ending December 31, 1996:......................... $1.000861095
</TABLE>
- --------------
* Value includes additional shares acquired with dividends paid on the
original shares.
Calculation:
<TABLE>
<S> <C> <C>
Ending account value:.................... $ 1.000861095
Less beginning account value:............ $ 1.000000000
Net change in account value:............. $ .000861095
Seven-day yield = $.000861095 x 365/7 = 4.49%
Effective yield** = [1 + .000861095] 365/7 -1 = 4.59%
</TABLE>
- --------------
** The effective yield assumes a year's compounding of the seven-day yield.
The Fund's investment results may also be calculated for longer periods in
accordance with the following method: by subtracting (a) the net asset value of
one share at the beginning of the period, from (b) the net asset value of all
shares an investor would own at the end of the period for the share held at the
beginning of the period (assuming reinvestment of all dividends and
distributions) and dividing by (c) the net asset value per share at the
beginning of the period. The resulting percentage indicates the positive or
negative rate of return that an investor would have earned from the reinvested
dividends and distributions and any changes in share price during the period.
The Fund's "Standardized Return," as referred to in the Prospectus (see "Other
Information -- Performance Information" in the Prospectus), is calculated as
follows: Standardized Return ("T") is computed by using the value at the end of
the period ("EV") of a hypothetical initial investment of $1,000 ("P") over a
period of years ("n") according to the following formula as required by the SEC:
P(1+T) to the (n)th power = EV. The following assumptions will be reflected in
computations made in accordance with this formula: (1) for Class B shares,
deduction of the applicable contingent deferred sales charge imposed on a
redemption of Class B shares held for the period; (2) reinvestment of dividends
and other distributions at net asset value on the reinvestment date determined
by the Board; and (3) a complete redemption at the end of any period illustrated
subject to deduction of the applicable contingent deferred sales charge imposed
on a redemption of Class B shares held for the period illustrated.
The Fund's Standardized Returns for its Class A shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ------------------------------------------------------------------------------------------------- -------------------------
<S> <C>
Year ended December 31, 1996..................................................................... 4.50%
Five years ended December 31, 1996............................................................... 3.57%
Ten years ended December 31, 1996................................................................ 4.93%
</TABLE>
The Fund's Standardized Returns for its Class B shares, stated as average
annualized total returns, were as follows:
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ------------------------------------------------------------------------------------------------- -------------------------
<S> <C>
Year ended December 31, 1996..................................................................... -1.27%
April 1, 1993 (commencement of operations) through December 31, 1996............................. 2.43%
</TABLE>
The Fund's Standardized Returns for its Advisor Class shares, stated as average
annualized total returns, were as follows:
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ------------------------------------------------------------------------------------------------- -------------------------
<S> <C>
Year ended December 31, 1996..................................................................... 4.50%
June 1, 1995 (commencement of operations) through December 31, 1996.............................. 4.70%
</TABLE>
"Non-Standardized Return," as referred to in the Prospectus, is calculated for a
specified period of time by assuming the investment of $1,000 in Fund shares and
further assuming the reinvestment of all dividends and other distributions made
to Fund shareholders in additional Fund shares at their net asset value.
Percentage rates of return are then calculated by
Statement of Additional Information Page 14
<PAGE>
GT GLOBAL DOLLAR FUND
comparing this assumed initial investment to the value of the hypothetical
account at the end of the period for which the Non-Standardized Return is
quoted. As discussed in the Prospectus, the Fund may quote Non-Standardized
Returns that do not reflect the effect of contingent deferred sales charges.
Non-Standardized Returns may be quoted from the same or different time periods
for which Standardized Returns are quoted.
The Fund's Non-Standardized Returns for its Class A shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ----------------------------------------------------------------------------------------------- ---------------------------
<S> <C>
Year ended December 31, 1996................................................................... 4.50%
Five years ended December 31, 1996............................................................. 3.57%
Ten years ended December 31, 1996.............................................................. 4.93%
</TABLE>
The Fund's Non-Standardized Return for its Class A shares, stated as aggregate
total return, at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
September 16, 1985 (commencement of operations) through December 31, 1996.................... 74.70%
</TABLE>
The Fund's Non-Standardized Return for its Class B shares, stated as average
annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ----------------------------------------------------------------------------------------------- ---------------------------
<S> <C>
Year ended December 31, 1996................................................................... 3.73%
April 1, 1993 (commencement of operations) through December 31, 1996........................... 3.08%
</TABLE>
The Fund's Non-Standardized Return for its Class B shares, stated as aggregate
total return (reflecting deduction of the applicable contingent deferred sales
charge), at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
April 1, 1993 (commencement of operations) through December 31, 1996......................... 9.07%
</TABLE>
The Fund's Non-Standardized Return for its Class B Shares, stated as aggregate
total return (not reflecting deduction of the applicable contingent deferred
sales charge), at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
April 1, 1993 (commencement of operations) through December 31, 1996......................... 12.07%
</TABLE>
The Fund's Non-Standardized Return for its Advisor Class shares, stated as
average annualized total returns, at December 31, 1996, were as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE
PERIOD ANNUALIZED TOTAL RETURN
- ----------------------------------------------------------------------------------------------- ---------------------------
<S> <C>
Year ended December 31, 1996................................................................... 4.50%
June 1, 1995 (commencement of operations) through December 31, 1996............................ 4.70%
</TABLE>
The Fund's Non-Standardized Return for its Advisor Class shares, stated as
aggregate total return, at December 31, 1996, was as follows:
<TABLE>
<CAPTION>
NON-STANDARDIZED AGGREGATE
PERIOD TOTAL RETURN
- --------------------------------------------------------------------------------------------- -----------------------------
<S> <C>
June 1, 1995 (commencement of operations) through December 31, 1996.......................... 7.56%
</TABLE>
The Fund's investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund, so that current or past yield or total return figures should not be
considered representative of what an investment in the Fund may earn in any
future period. These factors and possible differences in the methods used in
calculating investment results should be considered when comparing the Fund's
investment results with those published for other investment companies and other
investment vehicles. Investment results also should be considered relative to
the risks associated with the investment objective and policies. The Fund's
investment results will be calculated separately for Class A and Class B shares.
The Fund will include performance data for both Class A and Class B shares of
the Fund in any advertisement or information including performance data for the
Fund.
Statement of Additional Information Page 15
<PAGE>
GT GLOBAL DOLLAR FUND
The Fund and GT Global may from time to time in advertisements, sales literature
and reports furnished to present or prospective shareholders compare the Fund
with the following:
(1) The Salomon Brothers Non-U.S. Dollars Indices, which are measures of
the total return performance of high quality non-U.S. dollar denominated
securities in major sectors of the worldwide bond markets.
(2) The Lehman Brothers Government/Corporate Bond Index, which is a
comprehensive measure of all public obligations of the U.S. Treasury
(excluding flower bonds and foreign targeted issues), all publicly issued
debt of agencies of the U.S. Government (excluding mortgage backed
securities), and all public, fixed rate, non-convertible investment grade
domestic corporate debt rated at least Baa by Moody's Investors Service,
Inc. ("Moody's") or BBB by Standard and Poor's Ratings Group ("S&P"), or, in
the case of nonrated bonds, BBB by Fitch Investors Service ("Fitch")
(excluding Collateralized Mortgage Obligations).
(3) Average of Savings Accounts, which is a measure of all kinds of
savings deposits, including longer-term certificates (based on figures
supplied by the U.S. League of Savings Institutions). Savings accounts offer
a guaranteed rate of return on principal, but no opportunity for capital
growth. During a portion of the period, the maximum rates paid on some
savings deposits were fixed by law.
(4) The Consumer Price Index, which is a measure of the average change
in prices over time in a fixed market basket of goods and services (e.g.,
food, clothing, shelter, fuels, transportation fares, charges for doctors'
and dentists' services, prescription medicines, and other goods and services
that people buy for day-to-day living). There is inflation risk which does
not affect a security's value but its purchasing power, i.e. the risk of
changing price levels in the economy that affects security prices or the
price of goods and services.
(5) Data and mutual fund rankings published or prepared by Lipper
Analytical Data Services, Inc. ("Lipper"), CDA/Wiesenberger Investment
Company Service ("CDA/Wiesenberger"), Morningstar Inc. ("Morningstar")
and/or other companies that rank and/or compare mutual funds by overall
performance, investment objectives, assets, expense levels, periods of
existence and/or other factors. In this regard the Fund may be compared to
its "peer group" as defined by Lipper, CDA/Wiesenberger, Morningstar and/or
other firms, as applicable, or to specific funds or groups of funds within
or outside of such peer group. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared without
regard to tax consequences. In addition to the mutual fund rankings, the
Fund's performance may be compared to mutual fund performance indices
prepared by Lipper. Morningstar is a mutual fund rating service that also
rates mutual funds on the basis of risk-adjusted performance. Morningstar
ratings are calculated from a fund's three, five and ten year average annual
returns with appropriate fee adjustments and a risk factor that reflects
fund performance relative to the three-month U.S. Treasury bill monthly
returns. Ten percent of the funds in an investment category receive five
stars and 22.5% receive four stars. The ratings are subject to change each
month.
(6) Bear Stearns Foreign Bond Index, which provides simple average
returns for individual countries and gross national product ("GNP")-weighted
index, beginning in 1975. The returns are broken down by local market and
currency.
(7) Ibbottson Associates International Bond Index, which provides a
detailed breakdown of local market and currency returns since 1960.
(8) Salomon Brothers Broad Investment Grade Index which is a widely used
index composed of U.S. domestic government, corporate and mortgage-backed
fixed income securities.
(9) Salomon Brothers World Government Bond Index and Salomon Brothers
World Government Bond Index-Non-U.S. are each a widely used index composed
of world government bonds.
(10) The World Bank Publication of Trends in Developing Countries (TIDE)
provides brief reports on most of the World Bank's borrowing members. The
World Development Report is published annually and looks at global and
regional economic trends and their implications for the developing
economies.
(11) Datastream and Worldscope each is an on-line database retrieval
service for information including international financial and economic data.
(12) International Financial Statistics, which is produced by the
International Monetary Fund.
(13) Various publications and annual reports, produced by the World Bank
and its affiliates.
(14) Various publications from the International Bank for Reconstruction
and Development.
Statement of Additional Information Page 16
<PAGE>
GT GLOBAL DOLLAR FUND
(15) Various publications including ratings agencies such as Moody's, S&P
and Fitch.
(16) Privatizations from various sources, stock market capitalization,
number of issuers, and trading volume of newly privatized companies and, in
addition, projected levels of privatization. Privatization, an economic
process virtually unknown in the U.S., is the selling of state-owned
companies to the private sector. Under private ownership, such companies can
release assets and seek to make profits free from political intervention.
Examples of state-owned industries being privatized outside the U.S. include
airlines, telecommunications, utilities and financial institutions.
Indices, economic and financial data prepared by the research departments of
various financial organizations, such as Salomon Brothers, Inc., Lehman
Brothers, Merrill Lynch, Pierce, Fenner & Smith, Inc., J. P. Morgan, Morgan
Stanley, Smith Barney Shearson, S.G. Warburg, Jardine Flemming, The Bank for
International Settlements, Asian Development Bank, Bloomberg, L.P. and Ibbottson
Associates, may be used, as well as information reported by the Federal Reserve
and the respective Central Banks of various nations. In addition, performance
rankings, ratings and commentary reported periodically in national financial
publications, included Money Magazine, Mutual Fund Magazine, Smart Money, Global
Finance, EuroMoney, Financial World, Forbes, Fortune, Business Week, Latin
Finance, the Wall Street Journal, Emerging Markets Weekly, Kiplinger's Guide To
Personal Finance, Barron's, The Financial Times, USA Today, The New York Times,
Far Eastern Economic Review, The Economist and Investors Business Digest. Each
Fund may compare its performance to that of other compilations or indicies of
comparable quality to those listed above and other indicies which may be
developed and made available in the future.
The Fund may compare its performance to that of other compilations or indices of
comparable quality to those listed above which may be developed and made
available in the future. The Fund may be compared in advertising to Certificates
of Deposit (CDs), the Bank Rate Monitor National Index, an average of the quoted
rates for 100 leading banks and thrifts in ten U.S. cities chosen to represent
the ten largest Consumer Metropolitan statistical areas, or other investments
issued by banks. The Fund differs from bank investments in several respects. The
Fund may offer greater liquidity or higher potential returns than CDs; but
unlike CDs, the Fund will have a fluctuating share price and return and is not
FDIC insured.
GT Global may provide information designed to help individuals understand their
investment goals and explore various financial strategies. For example, GT
Global may describe general principles of investing, such as asset allocation,
diversification and risk tolerance.
In advertising and sales materials, GT Global may make reference to or discuss
its products and services, which may include: retirement investing; the effects
of dollar-cost averaging and saving for college or a home. In addition, GT
Global may quote financial or business publications and periodicals, including
model portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques.
The Fund may quote various measures of volatility and benchmark correlation such
as beta, standard deviation and R(2) in advertising. In addition, the Fund may
compare these measures to those of other funds. Measures of volatility seek to
compare the Fund's total returns compared to those of a benchmark. All measures
of volatility and correlation are calculated using averages of historical data.
The Fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an investor
invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares when prices are high and more shares when prices are
low. While such a strategy does not assure a profit or guard against loss in a
declining market, the investor's average cost per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should consider their ability to continue purchasing shares
through periods of low price levels.
The Fund may be available for purchase through retirement plans of other
programs offering deferral of or exemption from income taxes, which may produce
superior after-tax returns over time. For example, a $10,000 investment earning
a taxable return of 10% annually would have an after-tax value of $17,976 after
ten years, assuming tax was deducted from the return each year at a 39.6% rate.
An equivalent tax-deferred investment would have an after-tax value of $19,626
after ten years, assuming tax was deducted at a 39.6% rate from the deferred
earnings at the end of the ten-year period.
The Fund may describe in its sales material and advertisements how an investor
may invest in the GT Global Mutual Funds through various retirement plans that
offer deferral of income taxes on investment earnings and may also enable an
investor to make pre-tax contributions. Because of their advantages, these
retirement accounts and plans may produce returns superior to comparable
non-retirement investments. In sales materials and advertisements, the Fund may
also discuss these accounts and plans, which include:
Statement of Additional Information Page 17
<PAGE>
GT GLOBAL DOLLAR FUND
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS): If you have earned income from employment
(including self-employment) you can contribute each year to an IRA up to the
lesser of (1) $2,000 for yourself or $4000 for you and your spouse, regardless
of whether your spouse is employed, or (2) 100% of compensation. Some
individuals may be able to take an income tax deduction for the contribution.
Regular contributions may not be made for the year you become 70 1/2, or
thereafter. Please consult your tax adviser for more information.
ROLLOVER IRAS: Individuals who receive distributions from qualified retirement
plans (other than required distributions) and who wish to keep their savings
growing tax-deferred can rollover (or make a direct transfer of) their
distribution to a Rollover IRA. These accounts can also receive rollovers or
transfers from an existing IRA. If an "eligible rollover distribution" from a
qualified employer-sponsored retirement plan is not directly rolled over to an
IRA (or certain qualified plans), withholding at the rate of 20% will be
required for federal income tax purposes. A distribution from a qualified plan
that is not an "eligible rollover distribution," including a distribution that
is one of a series of substantially equal periodic payments, generally is
subject to regular wage withholding or withholding at the rate of 10% (depending
on the type and amount of the distribution), unless you elect not to have any
withholding apply. Please consult your tax advisor for more information.
SEP-IRAS: Simplified employee pension plans ("SEPs" or "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar to
Keogh-type plans or Code Section 401(k) plans, but with fewer administrative
requirements and therefore potential lower annual administration expenses.
CODE SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
not-for-profit organizations can make pre-tax salary reduction contributions to
these accounts.
PROFIT-SHARING (INCLUDING SECTION 401(K)) AND MONEY PURCHASE PENSION
PLANS: Corporations can sponsor these qualified defined contribution plans for
their employees. A Section 401(k) plan, a type of profit-sharing plan,
additionally permits the eligible, participating employees to make pre-tax
salary reduction contributions to the plan (up to certain limitations).
SIMPLE RETIREMENT PLANS: Employers with no more than 100 employees who do not
maintain another retirement plan may establish a Savings Incentive Match Plan
for Employees ("SIMPLE") either as a separate IRAs or as part of a Section
401(k) plan. SIMPLEs are not subject to the complicated nondiscrimination rules
that generally apply to qualified retirement plans.
In advertising and sales materials, GT Global may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983 GT Global provided assistance to the government of Hong Kong in linking
its currency to the U.S. dollar, and that in 1987 Japan's Ministry of Finance
licensed LGT Asset Management Ltd. as one of the first foreign discretionary
investment managers for Japanese investors. Such accomplishments, however,
should not be viewed as an endorsement of the Manager by the government of Hong
Kong, Japan's Ministry of Finance or any other government or government agency.
Nor do any such accomplishments of the Manager provide any assurance that the GT
Global Mutual Funds' investment objectives will be achieved.
THE GT ADVANTAGE
As part of Liechtenstein Global Trust, GT Global continues a 75-year tradition
of service to individuals and institutions. Today we bring investors a
combination of experience, worldwide resources, a global perspective, investment
talent and a time tested investment discipline. With investment professionals in
nine offices worldwide, we witness world events and economic developments
firsthand.
The key to achieving consistent results is following a disciplined investment
process. Our approach to asset allocation takes advantage of GT Global's
worldwide presence and global perspective. Our "macroeconomic" worldview
determines our overall strategy of regional, country and sector allocations. Our
bottom up process of security selection combines fundamental research with
quantitative analysis through our proprietary models.
Built in checks and balances strengthen the process, enhancing professional
experience and judgment with an objective assessment of risk. Ultimately, each
security we select has passed a ranking system that helps our portfolio teams
determine when to buy and when to sell.
Statement of Additional Information Page 18
<PAGE>
GT GLOBAL DOLLAR FUND
DESCRIPTION OF DEBT RATINGS
- --------------------------------------------------------------------------------
COMMERCIAL PAPER RATINGS
S&P. "A-1" and "A-2" are the two highest commercial paper rating categories:
A-1. This highest category indicates that the degree of safety regarding
timely payment is strong. Issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2. Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
MOODY'S. "Prime-1" and "Prime-2" are the two highest commercial paper rating
categories.
Prime-1. Issuers (or supporting institutions) assigned this highest
rating have a superior ability for repayment of short-term debt obligations.
Prime-1 repayment ability will often be evidenced by the following
characteristics: leading market positions in well established industries;
high rates of return on funds employed; conservative capitalization
structure with moderate reliance on debt and ample asset protection; broad
margins in earnings coverage of fixed financial charges and high internal
cash generation; and well established access to a range of financial markets
and assured sources of alternate liquidity.
Prime-2. Issuers (or supporting institutions) assigned this rating have
a strong ability for repayment of short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
BOND RATINGS
S&P: Its ratings for high quality bonds are as follows:
Bonds rated "AAA" are highest-grade obligations. Capacity to pay
interest and repay principal is extremely strong.
Bonds rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in a small degree.
MOODY'S: Its ratings for high quality bonds are as follows:
Bonds rated "Aaa" are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
Bonds rated "Aa" are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat larger than
the Aaa securities.
NOTE RATINGS
S&P: The SP-1 rating denotes a very strong or strong capacity to pay principal
and interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
The SP-2 rating denotes a satisfactory capacity to pay principal and interest.
MOODY'S: The MIG 1 designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
The MIG 2 designation denotes high quality. Margins of protection are ample
although not as large as in the preceding group.
Statement of Additional Information Page 19
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The audited financial statements of the Fund at December 31, 1996 and for the
year then-ended appear on the following pages.
Statement of Additional Information Page 20
<PAGE>
GT GLOBAL DOLLAR FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
ANNUAL REPORT
To the Shareholders and Board of Directors of G.T. Investment Portfolios, Inc.:
We have audited the accompanying statement of assets and liabilities of GT
Global Dollar Fund, a series of shares of common stock of G.T. Investment
Portfolios, Inc., including the schedule of portfolio investments, as of
December 31, 1996, the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Dollar Fund as of December 31, 1996, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the five years in
the period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
FEBRUARY 14, 1997
F1
<PAGE>
GT GLOBAL DOLLAR FUND
PORTFOLIO OF INVESTMENTS
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MATURITY PRINCIPAL VALUE % OF NET
SHORT-TERM INVESTMENTS YIELD DATE AMOUNT (NOTE 1) ASSETS
- ----------------------------------------------------------------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Commercial Paper - Discounted (28.7%)
Merrill Lynch & Co., Inc ...................................... 6.60% 02-Jan-97 19,250,000 $ 19,246,471 3.6
Ford Motor Credit Corp. ....................................... 5.55% 17-Jan-97 14,400,000 14,365,120 2.7
AIG Funding, Inc. ............................................. 5.30% 15-Jan-97 13,400,000 13,372,535 2.5
Metlife Funding, Inc. ......................................... 5.35% 17-Jan-97 13,400,000 13,368,436 2.5
Coca Cola Co. ................................................. 5.31% 10-Jan-97 13,300,000 13,282,444 2.5
Schering Corp. ................................................ 5.35% 08-Apr-97 13,300,000 13,111,502 2.4
Transamerica Finance Corp. .................................... 5.42% 27-Jun-97 13,300,000 12,956,040 2.4
Toronto - Dominion Holdings USA, Inc. ......................... 5.30% 13-Jan-97 12,400,000 12,378,259 2.3
General Electric Capital Corp. ................................ 5.37% 09-Jan-97 12,000,000 11,985,867 2.2
Motorola, Inc. ................................................ 5.31% 17-Jan-97 12,000,000 11,972,107 2.2
E.I. DuPont de Nemours & Co. .................................. 5.33% 30-Jan-97 11,400,000 11,351,512 2.1
Bear Stearns Cos., Inc. ....................................... 5.89% 18-Feb-97 7,250,000 7,198,283 1.3
------------ -----
Total Commercial Paper - Discounted (amortized cost
$154,588,576) .................................................. 154,588,576 28.7
------------ -----
Government & Government Agency Obligations (9.2%)
Federal Home Loan Mortgage Corp. .............................. 5.29% 10-Mar-97 13,300,000 13,168,862 2.5
Federal Home Loan Bank ........................................ 5.24% 24-Mar-97 13,300,000 13,143,681 2.5
Federal National Mortgage Association ......................... 5.47% 13-Feb-97 12,500,000 12,498,885 2.3
International Bank of Reconstruction and Development (World
Bank) ........................................................ 5.62% 18-Feb-97 10,000,000 9,927,334 1.9
------------ -----
Total Government & Government Agency Obligations (amortized cost
$48,738,762) ................................................... 48,738,762 9.2
------------ -----
Medium-Term Notes (3.6%)
Morgan Stanley Group, Inc.+ ................................... 5.62% 26-Aug-97 14,400,000 14,400,000 2.7
Bear Stearns Cos., Inc.+ ...................................... 5.47% 14-Nov-97 4,750,000 4,750,000 0.9
------------ -----
Total Medium-Term Notes (amortized cost $19,150,000) ............ 19,150,000 3.6
------------ -----
TOTAL SHORT-TERM INVESTMENTS (cost $222,477,338) ................ 222,477,338 41.5
------------ -----
<CAPTION>
REPURCHASE AGREEMENTS
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dated December 31, 1996, with Bank of America NT&SA, due
January 2, 1997, for an effective yield of 6.00%,
collateralized by $69,455,000 U.S. Treasury Bonds, 10.625% due
8/15/15 (market value of collateral is $102,021,232, including
accrued interest). .......................................... 100,016,667 --
Dated December 31, 1996, with State Street Bank & Trust Co.,
due January 2, 1997, for an effective yield of 6.25%,
collateralized by $83,500,000 U.S. Treasury Bonds, 8.125% due
8/15/19 (market value of collateral is $100,166,227, including
accrued interest). .......................................... 98,197,045 --
------------ -----
TOTAL REPURCHASE AGREEMENTS (cost $198,213,712) ................. 198,213,712 37.0
------------ -----
TOTAL INVESTMENTS (cost $420,691,050) * ........................ 420,691,050 78.5
Other Assets and Liabilities .................................... 115,218,498 21.5
------------ -----
NET ASSETS ...................................................... $535,909,548 100.0
------------ -----
------------ -----
</TABLE>
- --------------
+ The coupon rate shown on floating rate note represents the rate at
period end.
* For Federal income tax purposes, cost is $420,691,860.
The accompanying notes are an integral part of the financial statements.
F2
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENT OF ASSETS
AND LIABILITIES
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments in securities, at value (amortized cost $222,477,338) (Note 1)........................ $222,477,338
Repurchase agreements, at value and cost (Note 1)................................................. 198,213,712
U.S. currency..................................................................................... 52,128
Receivable for Fund shares sold................................................................... 124,645,962
Interest receivable............................................................................... 306,950
-----------
Total assets.................................................................................... 545,696,090
-----------
Liabilities:
Payable for Fund shares repurchased............................................................... 9,254,433
Payable for investment management and administration fees (Note 2)................................ 186,171
Distribution payable.............................................................................. 97,718
Payable for transfer agent fees (Note 2).......................................................... 85,948
Payable for service and distribution expenses (Note 2)............................................ 69,406
Payable for printing and postage expenses......................................................... 36,603
Payable for professional fees..................................................................... 23,471
Payable for registration and filing fees.......................................................... 14,260
Payable for fund accounting fees (Note 2)......................................................... 8,310
Payable for Directors' fees and expenses (Note 2)................................................. 3,902
Payable for custodian fees........................................................................ 1,838
Other accrued expenses............................................................................ 4,482
-----------
Total liabilities............................................................................... 9,786,542
-----------
Net assets.......................................................................................... $535,909,548
-----------
-----------
Class A:
Net asset value and redemption price per share
($392,622,957 DIVIDED BY 392,683,509 shares outstanding)........................................... $ 1.00
-----------
-----------
Class B:+
Net asset value and offering price per share
($128,308,214 DIVIDED BY 128,266,410 shares outstanding)........................................... $ 1.00
-----------
-----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share
($14,978,377 DIVIDED BY 14,978,228 shares outstanding)............................................. $ 1.00
-----------
-----------
Net assets: At December 31, 1996, net assets consisted of paid-in capital of
$535,909,548.
<FN>
- --------------
+ Redemption price per share is equal to the net asset value per share less
any applicable contingent deferred sales charge.
</TABLE>
The accompanying notes are an integral part of the financial statements.
F3
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENT OF OPERATIONS
Year ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income: (Note 1)
Interest income............................................................................ $19,482,733
Expenses:
Investment management and administration fees (Note 2)..................................... 1,808,976
Transfer agent fees (Note 2)............................................................... 1,093,238
Service and distribution expenses (Note 2)
Class A....................................................................... $ 629,910
Class B....................................................................... 1,035,613 1,665,523
---------
Registration and filing fees............................................................... 598,919
Fund accounting fees (Note 2).............................................................. 90,682
Custodian fees (Note 4).................................................................... 62,864
Professional fees.......................................................................... 59,885
Printing and postage expenses.............................................................. 48,737
Directors' fees and expenses (Note 2)...................................................... 22,152
Other expenses............................................................................. 21,144
----------
Total expenses before reductions......................................................... 5,472,120
----------
Expenses waived by Chancellor LGT Asset Management, Inc. (Note 2)...................... (888,810)
Expenses reimbursed by Chancellor LGT Asset Management, Inc. (Note 2).................. (173,045)
Expense reductions (Note 4)............................................................ (62,864)
----------
Total net expenses....................................................................... 4,347,401
----------
Net investment income........................................................................ 15,135,332
----------
Net increase in net assets resulting from operations......................................... $15,135,332
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F4
<PAGE>
GT GLOBAL DOLLAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
--------------- --------------
Increase (Decrease) in net assets
Operations:
Net investment income................................................... $ 15,135,332 $ 15,708,939
--------------- --------------
Net increase in net assets resulting from operations.................... 15,135,332 15,708,939
--------------- --------------
Class A:
Distributions to shareholders: (Note 1)
From net investment income.............................................. (11,055,154) (11,346,132)
Class B:
Distributions to shareholders: (Note 1)
From net investment income.............................................. (3,791,539) (4,308,505)
Advisor Class: (Note 1)
Distributions to shareholders:
From net investment income.............................................. (288,639) (54,302)
--------------- --------------
Total distributions................................................... (15,135,332) (15,708,939)
--------------- --------------
Capital share transactions: (Note 3)
Increase from capital shares sold and reinvested........................ 16,871,270,679 9,659,790,290
Decrease from capital shares repurchased................................ (16,620,368,622) (9,805,577,211)
--------------- --------------
Net increase (decrease) from capital share transactions................. 250,902,057 (145,786,921)
--------------- --------------
Total increase (decrease) in net assets................................... 250,902,057 (145,786,921)
Net assets:
Beginning of year....................................................... 285,007,491 430,794,412
--------------- --------------
End of year............................................................. $ 535,909,548* $ 285,007,491*
--------------- --------------
--------------- --------------
<FN>
- --------------
* Includes undistributed net investment income of $0.
</TABLE>
The accompanying notes are an integral part of the financial statements.
F5
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
CLASS A+
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net investment income................... 0.044 0.050 0.032 0.022 0.028
Distributions from net investment
income................................. (0.044) (0.050) (0.032) (0.022) (0.028)
---------- ---------- ---------- ---------- ----------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Total investment return (a)............. 4.50% 5.08% 3.3% 2.2% 2.8%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 392,623 $ 183,761 $ 320,858 $ 87,822 $ 81,674
Ratio of net investment income to
average net assets:
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 4.39% 4.94% 3.40% 2.17% 2.78%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 4.08% 4.66% 3.15% 1.46% 2.47%
Ratio of expenses to average net
assets: (b)
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 0.99% 0.97% 0.92% 1.00% 1.25%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 1.30% 1.25% 1.17% 1.72% 1.56%
</TABLE>
- ----------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
+++ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a) Not annualized.
(b) Annualized for periods of less than one year.
The accompanying notes are an integral part of the financial statements.
F6
<PAGE>
GT GLOBAL DOLLAR FUND
FINANCIAL HIGHLIGHTS (cont'd)
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
CLASS B++ ADVISOR CLASS+++
------------------------------------------------- ----------------------------
APRIL 1, 1993 JUNE 1, 1995
YEAR ENDED DECEMBER 31, TO YEAR ENDED TO
---------------------------------- DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994 1993 1996 1995
---------- ---------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income................... 0.037 0.040 0.025 0.010 0.044 0.030
Distributions from net investment
income................................. (0.037) (0.040) (0.025) (0.010) (0.044) (0.030)
---------- ---------- ---------- ------------- ------------- -------------
Net asset value (unchanged during the
period)................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ------------- ------------- -------------
---------- ---------- ---------- ------------- ------------- -------------
Total investment return (a)............. 3.73% 4.29% 2.53% 1.4% 4.50% 2.92%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 128,308 $ 99,151 $ 109,936 $ 3,478 $ 14,978 $ 2,096
Ratio of net investment income to
average net assets:
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 3.64% 4.19% 2.65% 1.42% 4.39% 4.94%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 3.33% 3.91% 2.40% 0.86% 4.33% 4.91%
Ratio of expenses to average net
assets: (b)
With expense reductions, waivers, and
reimbursements by Chancellor LGT
Asset Management, Inc. (b) (Notes 2 &
4)................................... 1.74% 1.72% 1.67% 1.75% 0.99% 0.97%
Without expense reductions, waivers,
and reimbursements by Chancellor LGT
Asset Management, Inc. (b)........... 2.05% 2.00% 1.92% 2.31% 1.05% 1.0%
</TABLE>
- ----------------
+ All capital shares issued and outstanding as of March 31, 1993 were
reclassified as Class A shares.
++ Commencing April 1, 1993, the Fund began offering Class B shares.
+++ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a) Not annualized.
(b) Annualized for periods of less than one year.
The accompanying notes are an integral part of the financial statements.
F7
<PAGE>
GT GLOBAL DOLLAR FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Dollar Fund ("Fund") is a diversified series of G.T. Investment
Portfolios, Inc. ("Company"). The Company is registered under the Investment
Company Act of 1940, as amended (1940 Act), as an open-end management investment
company.
The Fund offers Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges. Each class has exclusive voting
rights with respect to its distribution plan. Investment income, realized and
unrealized capital gains and losses, and the common expenses of the Fund are
allocated on a pro rata basis to each class based on the relative net assets of
each class to the total net assets of the Fund. Each class of shares differs in
its respective distribution expenses, and may differ in its transfer agent,
registration, and certain other class-specific fees and expenses.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles and the Financial
Statements may include certain estimates made by management.
(A) PORTFOLIO VALUATION
Securities are valued at amortized cost, which approximates market value.
(B) FEDERAL INCOME TAXES
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended ("Code"). It is also the intention of the Fund to make distributions
sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
Therefore, no provision has been made for Federal taxes on income, capital
gains, and unrealized appreciation of securities held, or for excise tax on
income and capital gains.
(C) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Fund, it is the Fund's
policy to always receive, as collateral, U.S. government securities or other
high quality debt securities of which the value, including accrued interest, is
at least equal to the amount to be repaid to the Fund under each agreement at
its maturity. Chancellor LGT Asset Management, Inc. (the "Manager") is
responsible for determining that the value of these underlying securities
remains at least equal to the resale price.
(D) OTHER
Security transactions are recorded on the trade date (date the order to buy or
sell is executed). Interest income is recorded on an accrual basis. Dividends to
shareholders from net investment income are declared daily and paid or
reinvested monthly.
2. RELATED PARTIES
The Manager serves as the investment manager and administrator of the Fund. The
Fund pays the Manager investment management and administration fees at the
annualized rate of 0.50% of the Fund's average daily net assets. These fees are
computed daily and paid monthly, and are subject to reduction in any year to the
extent that the Fund's expenses (exclusive of brokerage commissions, taxes,
interest, distribution-related expenses and extraordinary expenses) exceed the
most stringent limits prescribed by the laws or regulations of any state in
which the Fund's shares are sold.
GT Global, Inc., an affiliate of the Manager, serves as the Fund's distributor.
The Fund offers Class A shares for purchase. Certain redemptions of Class A
shares made within two years of purchase are subject to contingent deferred
sales charges ("CDSCs"), in accordance with the Fund's current prospectus. Class
B shares of the Fund are available only through an exchange of Class B shares of
other GT Global Mutual Funds. Certain redemptions of Class B shares made within
six years of purchase are also subject to CDSCs, in accordance with the Fund's
current prospectus. For the year ended December 31, 1996, GT Global collected
CDSCs in the amount of $968,357. In addition, GT Global may, from time to time,
make ongoing payments to brokerage firms, financial institutions (including
banks) and others that facilitate the administration and servicing of
shareholder accounts.
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may pay GT Global a service fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class A shares for GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may pay GT Global a distribution fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class A shares less any amounts paid by the Fund as the aforementioned service
fee for GT Global's expenditures incurred in providing services as distributor.
GT Global does not currently intend to seek reimbursement of any amounts under
the Class A Plan. All expenses for which GT Global could be reimbursed under the
Class A Plan will have been incurred within one year prior to such
reimbursement.
Pursuant to the Fund's Class B Plan, the Fund may pay GT Global a service fee at
the annualized rate of up to 0.25% of the average daily net assets of the Fund's
Class B shares for GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may pay GT Global a distribution fee at
the annualized rate of up to 0.75% of the average daily net assets of the Fund's
Class B shares for GT Global's expenditures incurred in providing services as
distributor. GT Global does not currently intend to seek reimbursement of any
amounts in excess of 0.75% of average daily net assets under the Class B Plan.
Expenses incurred under the Class B Plan in excess of 1.00% annually may be
carried forward for reimbursement in subsequent years as long as that Plan
continues in effect.
F8
<PAGE>
GT GLOBAL DOLLAR FUND
The Manager and GT Global have voluntarily undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, interest, taxes and extraordinary
expenses) to the annual rate of 1.00%, 1.75%, and 1.00% of the average daily net
assets of the Fund's Class A, Class B, and Advisor Class shares, respectively.
If necessary, this limitation will be effected by waivers by the Manager of its
investment management and administration fees, waivers by GT Global of payments
under the Class A Plan and/or Class B Plan and/or reimbursements by the Manager
or GT Global of portions of the Fund's other operating expenses.
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent for the Fund. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
an annual maintenance fee of $17.50 per account, a new account fee of $4.00 per
account, a per transaction fee of $1.75 for all transactions other than
exchanges and a per exchange fee of $2.25. The Transfer Agent also is reimbursed
by the Fund for its out-of-pocket expenses for such items as postage, forms,
telephone charges, stationery and office supplies.
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $1,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
The Manager is the pricing and accounting agent for the Fund. The monthly fee
for these services to the Manager is a percentage, not to exceed 0.03% annually,
of the Fund's average daily net assets. The annual fee rate is derived by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by LGT and 0.02% to the assets in excess of $5 billion and allocating
the result according to the Fund's average daily net assets.
3. CAPITAL SHARES
At December 31, 1996, there were 2,000,000,000 shares of the Company's common
stock authorized, at $0.001 per share. Of this number, 1,500,000,000 shares have
been classified as shares of the Fund; 500 million shares have been classified
as Class A shares, 500 million have been classified as Class B shares, and 500
million have been classified as Advisor Class shares. These amounts may be
increased from time to time at the discretion of the Board of Directors.
Transactions in capital shares of the Fund were as follows:
CAPITAL SHARE TRANSACTIONS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
--------------- ---------------
CLASS A SHARES & AMOUNT SHARES & AMOUNT
- ------------------------------------------------------------------------------------ --------------- ---------------
<S> <C> <C>
Shares sold......................................................................... 14,275,856,684 8,377,131,000
Shares issued in connection with reinvestment of distributions...................... 7,664,536 9,256,942
--------------- ---------------
14,283,521,220 8,386,387,942
Shares repurchased.................................................................. (14,074,631,817) (8,523,474,325)
--------------- ---------------
Net increase (decrease)............................................................. 208,889,403 (137,086,383)
--------------- ---------------
--------------- ---------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
--------------- ---------------
CLASS B SHARES & AMOUNT SHARES & AMOUNT
- ------------------------------------------------------------------------------------ --------------- ---------------
Shares sold......................................................................... 2,348,173,773 1,264,724,918
Shares issued in connection with reinvestment of distributions...................... 2,261,688 3,247,874
--------------- ---------------
2,350,435,461 1,267,972,792
Shares repurchased.................................................................. (2,321,320,722) (1,278,753,481)
--------------- ---------------
Net increase (decrease)............................................................. 29,114,739 (10,780,689)
--------------- ---------------
--------------- ---------------
JUNE 1, 1995
(COMMENCEMENT
OF
SALE OF SHARES)
YEAR ENDED TO
DECEMBER 31, DECEMBER 31,
1996 1995
--------------- ---------------
ADVISOR CLASS SHARES & AMOUNT SHARES & AMOUNT
- ------------------------------------------------------------------------------------ --------------- ---------------
Shares sold......................................................................... 237,098,781 5,375,327
Shares issued in connection with reinvestment of distributions...................... 215,804 54,229
--------------- ---------------
237,314,585 5,429,556
Shares repurchased.................................................................. (224,416,508) (3,349,405)
--------------- ---------------
Net increase........................................................................ 12,898,077 2,080,151
--------------- ---------------
--------------- ---------------
</TABLE>
4. EXPENSE REDUCTIONS
For the year ended December 31, 1996, the Fund's custody fees were offset by
$62,864 of credits on cash held at the custodian.
F9
<PAGE>
GT GLOBAL DOLLAR FUND
GT GLOBAL MUTUAL FUNDS
GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE GT GLOBAL
MUTUAL FUNDS, INCLUDING FEES, EXPENSES AND RISKS OF GLOBAL AND EMERGING
MARKET INVESTING AS WELL AS THE RISKS OF INVESTING IN RELATED INDUSTRIES,
PLEASE CONTACT YOUR FINANCIAL ADVISOR OR CALL GT GLOBAL DIRECTLY AT
1-800-824-1580.
GROWTH FUNDS
/ / GLOBALLY DIVERSIFIED FUNDS
GT GLOBAL WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
GT GLOBAL INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.
GT GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies
/ / GLOBAL THEME FUNDS
GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
GT GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products
GT GLOBAL HEALTH CARE FUND
Invests in the growing health care industries worldwide
GT GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure
GT GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources
GT GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
/ / REGIONALLY DIVERSIFIED FUNDS
GT GLOBAL NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim
GT GLOBAL EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe
GT GLOBAL LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America
/ / SINGLE COUNTRY FUNDS
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
Invests in equity securities of small U.S. companies
GT GLOBAL AMERICA MID CAP GROWTH FUND
Concentrates on medium-sized companies in
the U.S.
GT GLOBAL AMERICA VALUE FUND
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
GT GLOBAL JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market
GROWTH AND INCOME FUND
GT GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world
INCOME FUNDS
GT GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities
GT GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
GT GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets
MONEY MARKET FUND
GT GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
[LOGO]
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GT
GLOBAL DOLLAR FUND, G.T. INVESTMENT PORTFOLIOS, INC., CHANCELLOR LGT ASSET
MANAGEMENT, INC. OR GT GLOBAL, INC. THIS STATEMENT OF ADDITIONAL INFORMATION
DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
DOLSX705MC
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
PART C: OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS.
The following audited financial statements as of December 31, 1996, and
for the fiscal year then ended for the Class A, Class B and Advisor Class shares
of the GT Global Dollar Fund are filed herewith:
-- Report of Independent Accountants
-- Portfolio of Investments
-- Statement of Assets and Liabilities
-- Statement of Operations
-- Statement of Changes in Net Assets
-- Financial Highlights
-- Notes to Financial Statements
(b) EXHIBITS REQUIRED BY PART C, ITEM 24 OF FORM N-1A.
<TABLE>
<S> <C>
(1) The Registrant's Articles of Amendment and Restatement -- Filed herewith.
(2) The Registrant's By-Laws as amended -- Filed herewith.
(3) Not Applicable.
(4) Instruments Defining Rights of Shareholders -- To be filed.
(5) The Investment Management and Administration Contract dated May 1, 1989 --
Filed herewith.
(6)(a) Distribution Agreement relating to Class A shares of GT Global Dollar Fund
-- Filed herewith.
(6)(b) Distribution Agreement relating to Class B shares of GT Global Dollar Fund
-- Filed herewith.
(6)(c) Distribution Agreement relating to Advisor Class Shares of GT Global Dollar
Fund -- Filed herewith.
(7) Not Applicable.
(8) Custodian Agreement between the Registrant and State Street Bank and Trust
Company -- Filed herewith.
(9)(a) Transfer Agent Contract dated May 25, 1990 -- Filed herewith.
(9)(b) Other material contracts:
</TABLE>
(i) Broker/dealer sales contract -- Filed herewith.
(ii) Bank sales contract -- Filed herewith.
(iii) Agency sales contract -- Filed herewith.
(iv) Foreign sales contract -- Filed herewith.
<TABLE>
<S> <C>
(10) Opinion and consent of counsel is incorporated by reference to Exhibit 10
of a Post-Effective Amendment to the Registration Statement filed
previously.
(11) Consent of Coopers & Lybrand L.L.P., Independent Accountants -- Filed
herewith.
(12) Not Applicable.
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
(13) Not Applicable.
(14)(a) Model Retirement Plan -- GT Global Individual Retirement Account Disclosure
Statement and Application -- Filed herewith.
(14)(b) Model Retirement Plan -- GT Global Simplified Employee Pension Individual
Retirement Account Disclosure Statement and Application -- Filed herewith.
(14)(c) Model Retirement Plan -- GT Global SIMPLE Individual Retirement Account
Disclosure Statement and Application -- Filed herewith.
(15)(a) Distribution Plan adopted pursuant to Rule 12b-1 relating to Class A shares
-- Filed herewith.
(15)(b) Distribution Plan adopted pursuant to Rule 12b-1 relating to Class B shares
-- Filed herewith.
(16) Schedules of Computation of Performance Quotations relating to the Class A,
Class B and Advisor Class shares of GT Global Dollar Fund (2).
(17) Financial Data Schedule -- Filed herewith.
(18) Multiple Class Plan Pursuant to Rule 18f-3 -- Filed herewith.
</TABLE>
<TABLE>
<S> <C>
Other Exhibits:
(a) Power of Attorney -- Superceded (1).
(b) Power of Attorney (2).
(c) Power of Attorney for David J. Thelander, Daniel R. Waltcher and Matthew M.
O'Toole -- Filed herewith.
</TABLE>
- ------------------------
(1) Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A,
filed April 29, 1992.
(2) Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A,
filed on April 25, 1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of March 15, 1997:
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
- -------------------------------------------------------------- ---------------------------
<S> <C>
Shares of Common Stock, $.0001 par value, of
GT Global Dollar Fund Class A................................. 7,704
GT Global Dollar Fund Class B................................. 5,218
GT Global Dollar Fund Advisor Class........................... 399
</TABLE>
ITEM 27. INDEMNIFICATION
Section 2-148 of the Maryland General Corporation Law and Article X of
Registrant's By-laws provide for indemnification of certain persons acting on
behalf of the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended ("1933 Act") may be permitted to Directors, officers and
controlling persons by the Registrant's Articles of Incorporation, By-Laws, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding ) is asserted by such Director, officer or
C-2
<PAGE>
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issues.
Effective January 21, 1988, Registrant and the Directors and officers of the
Registrant obtained coverage under a Professional Indemnity insurance policy.
The terms and conditions of policy coverage conform generally to the standard
coverage available throughout the investment company industry. Similar coverage
by separate policies is afforded the investment manager and its directors,
officers and employees.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
See the material under the heading "Management" included in Part A
(Prospectus) of this Amendment and the material appearing under the headings
"Directors and Executive Officers" and "Management" included in Part B
(Statement of Additional Information) of this Amendment.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) In addition to the Registrant, GT Global, Inc. is the principal
underwriter for the following other investment companies: G.T. Global Growth
Series (which includes eight funds currently in operation: GT Global America
Small Cap Growth Fund, GT Global America Value Fund, GT Global America Mid Cap
Growth Fund, GT Global Europe Growth Fund, GT Global International Growth Fund,
GT Global Japan Growth Fund, GT Global New Pacific Growth Fund and GT Global
Worldwide Growth Fund); G.T. Investment Funds, Inc. (which includes twelve funds
currently in operation: GT Global Strategic Income Fund, GT Global High Income
Fund, GT Global Government Income Fund, GT Global Health Care Fund, GT Global
Growth & Income Fund, GT Global Latin America Growth Fund, GT Global Emerging
Markets Fund, GT Global Telecommunications Fund, GT Global Financial Services
Fund, GT Global Infrastructure Fund, GT Global Natural Resources Fund and GT
Global Consumer Products and Services Fund); G.T. Global Variable Investment
Series (which includes five funds currently in operation: GT Global Variable New
Pacific Fund, GT Global Variable Europe Fund, GT Global Variable America Fund,
GT Global Variable International Fund and GT Global Money Market Fund); and G.T.
Global Variable Investment Trust (which includes nine funds currently in
operation: GT Global Variable Latin America Fund, GT Global Variable Emerging
Markets Fund, GT Global Variable Infrastructure Fund, GT Global Variable Natural
Resources Fund, GT Global Variable Telecommunications Fund, GT Global Variable
Growth & Income Fund, GT Global Variable Strategic Income Fund, GT Global
Variable Global Government Income Fund and GT Global Variable U.S. Government
Income Fund).
(b) Directors and Officers of GT Global, Inc.
Unless otherwise indicated, the business address of each person listed is 50
California Street, San Francisco, CA 94111.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH GT POSITIONS AND OFFICES
NAME GLOBAL WITH THE REGISTRANT
- -------------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
William J. Guilfoyle President and Director Chairman of the Board of Directors
and President
James R. Tufts Senior Vice President -- Finance Vice President, Treasurer and
and Administration and Director Principal Financial Officer
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH GT POSITIONS AND OFFICES
NAME GLOBAL WITH THE REGISTRANT
- -------------------------------------------- ---------------------------------- ----------------------------------
Helge K. Lee Senior Vice President and General Vice President and Secretary
Counsel
<S> <C> <C>
Raymond R. Cunningham Senior Vice President -- National None
Sales Manager and Director
Richard Healey Senior Vice President -- Retail None
Marketing
Philip D. Edelstein Senior Vice President -- Regional None
9 Huntly Circle Sales Manager
Palm Beach Gardens, FL 33418
Stephen A. Maginn Senior Vice President -- Regional None
519 S. Juanita Sales Manager
Redondo Beach, CA 90277
David J. Thelander Vice President, Secretary and Assistant Secretary
Assistant General Counsel
Peter J. Wolfert Senior Vice President -- None
Information Technology
Christine M. Pallatto Senior Vice President -- Human None
Resources
Margo A. Tammen Vice President -- Finance & None
Administration
Gary M. Castro Assistant Treasurer & Controller None
Dennis W. Reichert Assistant Treasurer & Budget None
Director
David P. Anderson, Jr. Vice President None
1012 William
Plymouth, MI 48170
Jon Burke Vice President None
31 Darlene Drive
Southboro, MA 01772
Phil Christopher Vice President None
3621 59th Ave. SW
Seattle, WA 98116
Anthony DiBacco Vice President None
30585 Via Lindosa Way
Laguna Niguel, CA 92677
Stephen Duffy Vice President None
1120 Gables Drive
Atlanta, GA 30319
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH GT POSITIONS AND OFFICES
NAME GLOBAL WITH THE REGISTRANT
- -------------------------------------------- ---------------------------------- ----------------------------------
Ned E. Hammond Vice President None
5901 McFarland Ct.
Plano, TX 75093
<S> <C> <C>
Campbell Judge Vice President None
4312 Linden Hills Blvd., #202
Minneapolis, MN 55410
Richard Kashnowski Vice President None
1454 High School Drive
Brentwood, MO 63144
Robin Kraebel Vice President None
49 Bergin Avenue
Waldwick, NJ 07463
Allen M. Kuhn Vice President None
7220 Garfield Street
New Orleans, LA 70118
Jeffrey S. Kulik Vice President None
6540 Autumn Wind Circle
Clarksville, MD 21029
Steven C. Manns Vice President None
3025 Caswell Drive
Troy, MI 48084
C. David Matthews Vice President None
2445 Pebblebrook
Westlake, OH 44145
Wayne F. Meyer Vice President None
2617 Sun Meadow Drive
Chesterfield, MO 63005
Dean Philips Vice President None
3406 Bishop Park Drive #428
Winter Park, FL 32792
James B. Sandidge Vice President None
16437 W. First Ave.
Golden, CO 80401
Philip Schertz Vice President None
25 Ivy Place
Wayne, NJ 07470
Peter Sykes Vice President None
1655 E. Sherman Ave.
Salt Lake City, UT 84105
Lance Vetter Vice President None
10915 La Salinas Circle
Boca Raton, FL 33428
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH GT POSITIONS AND OFFICES
NAME GLOBAL WITH THE REGISTRANT
- -------------------------------------------- ---------------------------------- ----------------------------------
Tommy D. Wells Vice President None
25 Crane Drive
San Anselmo, CA 94960
<S> <C> <C>
Todd H. Westby Vice President None
3405 Goshen Road
Newtown Square, PA 19073
Brian A. Williams Vice President None
874 Lincoln Ave.
Winnetka, IL 60093
Eric T. Zeigler Vice President None
3100 The Strand
Manhattan Beach, CA 90266
</TABLE>
(c) None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other records required by Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, as amended, are maintained and held in the
offices of the Registrant and its investment manager, Chancellor LGT Asset
Management, Inc., 50 California Street, 27th Floor, San Francisco, California
94111, and its custodian, State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110.
Records covering shareholder accounts are maintained and kept by the
Registrant's transfer agent, GT Global Investor Services, Inc., 2121 N.
California Boulevard, Suite 450, Walnut Creek, California 94596, and records of
portfolio transactions are maintained and kept by the Registrant's custodian,
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
Not applicable.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant hereby certifies that it meets
all of the requirements for effectiveness of this Post-effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and caused this Post-Effective Amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of San Francisco and the State of California, on the 22nd day of April, 1997.
G.T. INVESTMENT PORTFOLIOS, INC.
By: William J. Guilfoyle*
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of G.T. Investment
Portfolios, Inc. has been signed below by the following persons in the
capacities indicated on April 22, 1997.
<TABLE>
<S> <C>
William J. Guilfoyle* President, Director and
Chairman of the Board
(Principal Executive Officer)
/s/ JAMES R. TUFTS Vice President, Treasurer and
- -------------------------------------------- Principal Financial Officer
James R. Tufts
/s/ KENNETH W. CHANCEY Vice President and
- -------------------------------------------- Principal Accounting Officer
Kenneth W. Chancey
C. Derek Anderson* Director
Arthur C. Patterson* Director
Frank S. Bayley* Director
Ruth H. Quigley* Director
Robert G. Wade, Jr.* Director
*By: /s/ DAVID J. THELANDER
- -------------------------------------------
David J. Thelander
Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith.
</TABLE>
C-7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FUND'S
ANNUAL FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000355978
<NAME> G.T. INVESTMENT PORTFOLIOS, INC.
<SERIES>
<NUMBER> 011
<NAME> GT GLOBAL DOLLAR FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 420691
<INVESTMENTS-AT-VALUE> 420691
<RECEIVABLES> 124953
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 545696
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9786
<TOTAL-LIABILITIES> 9786
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 535910
<SHARES-COMMON-STOCK> 392684
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 535910
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19483
<OTHER-INCOME> 0
<EXPENSES-NET> (4348)
<NET-INVESTMENT-INCOME> 15135
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 15135
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11055)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14275857
<NUMBER-OF-SHARES-REDEEMED> (14074632)
<SHARES-REINVESTED> 7665
<NET-CHANGE-IN-ASSETS> 250902
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1809
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5472
<AVERAGE-NET-ASSETS> 362510
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .044
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.044)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> .990
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FUND'S
ANNUAL FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000355978
<NAME> G.T. INVESTMENT PORTFOLIOS, INC.
<SERIES>
<NUMBER> 012
<NAME> GT GLOBAL DOLLAR FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 420691
<INVESTMENTS-AT-VALUE> 420691
<RECEIVABLES> 124953
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 545696
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9786
<TOTAL-LIABILITIES> 9786
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 535910
<SHARES-COMMON-STOCK> 128266
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 535910
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19483
<OTHER-INCOME> 0
<EXPENSES-NET> (4348)
<NET-INVESTMENT-INCOME> 15135
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 15135
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3792)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2348174
<NUMBER-OF-SHARES-REDEEMED> (2321321)
<SHARES-REINVESTED> 2262
<NET-CHANGE-IN-ASSETS> 250902
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1809
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5472
<AVERAGE-NET-ASSETS> 362510
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .037
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.037)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 1.740
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FUND'S
ANNUAL FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000355978
<NAME> G.T. INVESTMENT PORTFOLIOS, INC.
<SERIES>
<NUMBER> 013
<NAME> GT GLOBAL DOLLAR FUND - ADVISOR
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 420691
<INVESTMENTS-AT-VALUE> 420691
<RECEIVABLES> 124953
<ASSETS-OTHER> 52
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 545696
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9786
<TOTAL-LIABILITIES> 9786
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 535910
<SHARES-COMMON-STOCK> 128266
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 535910
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19483
<OTHER-INCOME> 0
<EXPENSES-NET> (4348)
<NET-INVESTMENT-INCOME> 15135
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 15135
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3792)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 237099
<NUMBER-OF-SHARES-REDEEMED> (224417)
<SHARES-REINVESTED> 216
<NET-CHANGE-IN-ASSETS> 250902
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1809
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5472
<AVERAGE-NET-ASSETS> 362510
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .044
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.044)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> .990
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
G.T. INVESTMENT PORTFOLIOS, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
G.T. Investment Portfolios, Inc., a Maryland corporation, having its
principal office at c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202 (which is hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation desires to amend and restate its Charter as
currently in effect as hereinafter provided. The provisions set forth in these
Articles of Amendment and Restatement are all the provisions of the Charter of
the Corporation as currently in effect.
SECOND: The Charter of the Corporation is hereby amended by striking in
their entirety Articles First through Sixth inclusive, and by substituting the
following:
FIRST: Name.
The name of the Corporation is G.T. Investment Portfolios, Inc.
("Corporation").
SECOND: Duration.
The duration of the Corporation shall be perpetual.
THIRD: Corporate Purposes.
The purposes for which the Corporation is formed are to act as an
open-end management investment company under the Investment Company Act of
1940, as amended, and to exercise and enjoy all of the powers, rights and
privileges granted to, or conferred upon, corporations of a similar
character by the Public General Laws of the State of Maryland now or
hereafter in force, including, but not limited to, the following:
(a) To hold, invest and reinvest its funds, and in connection therewith to
hold part or all of its funds in cash, and to purchase, subscribe for
or otherwise acquire, hold for investment or otherwise, to trade and
deal in, write, sell, assign, negotiate, transfer, exchange, land,
pledge or otherwise dispose of or turn to account or realize, upon
securities (which term "securities" shall, for the purposes of these
Articles of Incorporation, without limiting the generality thereof, be
deemed to
<PAGE>
include any stock, shares, bonds, debentures, bills, notes, mortgages
or other obligations or evidences of indebtedness, and any options,
certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same, or evidencing
or representing any other rights or interest therein, or in any
property or assets; and any negotiable or nonnegotiable instruments
and money market instruments, including bank certificates of deposit,
finance paper, commercial paper, bankers' acceptances and all kinds of
repurchase or reverse repurchase agreements) created or issued by any
United States or foreign issuer (which term "issuer" shall, for the
purpose of these Articles of Incorporation, without limiting the
generality thereof, be deemed to include any persons, firms,
associations, partnerships, corporations, syndicates, combinations,
organizations, governments or subdivisions, agencies or
instrumentalities of any government); and to exercise, as owner or
holder of any securities, all rights, powers and privileges in respect
thereof including the right to vote thereon; to aid by further
investment any issuer, any obligation of or interest in which is held
by the Corporation or in the affairs of which the Corporation has any
direct or indirect interest; to guarantee or become surety on any or
all of the contracts, stocks, bonds, notes, debentures and other
obligations of any corporation, company, trust, association or firm;
and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value of any and all such
securities.
(b) To acquire all or any part of the goodwill, rights, property and
business of any person, firm, association or corporation heretofore or
hereafter engaged in any business similar to any business which the
Corporation has the power to conduct, and to hold, utilize, enjoy and
in any manner dispose of the whole or any part of the rights, property
and business so acquired, and to assume in connection therewith any
liabilities of any such person, firm, association or corporation.
(c) To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names and the like, which may
be capable of being used for any of the purposes of the Corporation;
and to use, exercise, develop, grant licenses in respect of, sell and
otherwise turn to account, the same.
(d) To issue and sell shares of its own capital stock and securities
convertible into such capital stock in such amounts and on such terms
and conditions, for such purposes and for such amount or kind of
consideration (including without limitation thereto, securities) now
or hereafter permitted by the laws of the State of Maryland, by the
Investment Company Act of 1940 and by these Articles of Incorporation,
as its Board of Directors may determine.
(e) To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue or cancel (all without the vote or consent of the stockholders
of the Corporation) shares of its capital stock in any manner and to
the extent now or hereafter permitted by the laws of the State of
Maryland, by the Investment Company Act of 1940 and by these Articles
of Incorporation.
<PAGE>
(f) To conduct its business in all its branches at one or more offices in
Maryland and elsewhere in any part of the world, without restriction
or limit as to extent.
(g) To exercise and enjoy, in Maryland and in any other states,
territories, districts and United States dependencies and in foreign
countries, all of the powers, rights and privileges granted to, or
conferred upon, corporations by the Public General Laws of the State
of Maryland now or hereafter in force.
(h) In general to carry on any other business in connection with or
incidental to its corporate purposes, to do everything necessary,
suitable or proper for the accomplishment of such purposes or for the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, to do every
other act or thing incidental or appurtenant to or growing out of or
connected with its business or purposes, objects or powers, and,
subject to the foregoing, to have and exercise all the powers, rights
and privileges conferred upon corporations by the laws of the State of
Maryland as in force from time to time.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of these Articles of
Incorporation, and shall each be regarded as independent and construed as a
power as well as an object and a purpose, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or restrict in any
manner the meaning of general terms or the general powers of the Corporation now
or hereafter conferred by the laws of Maryland; nor shall the expression of one
thing be deemed to exclude another though it be of like nature, not expressed;
provided, however, that the Corporation shall not have power to carry on within
the State of Maryland any business whatsoever that precludes it from being
classified as an ordinary business corporation under the laws of the State of
Maryland; nor shall it carry on any business, or exercise any powers in any
other jurisdiction except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
Incident to meeting the purposes specified above, the Corporation also
shall have the power to:
(a) acquire (by purchase, lease or otherwise) and hold, use,
maintain, develop and dispose of (by sale or otherwise) any
property, real or personal, and any interest therein;
(b) borrow money and, in connection with such borrowing, issue notes
or other evidence of indebtedness; and
(c) buy, hold, sell, and otherwise deal in and with commodities,
indices of commodities or securities, and foreign exchange,
including the purchase and sale of futures contracts and options
on futures contracts related thereto, subject to any applicable
provisions of law.
<PAGE>
FOURTH: Address and Resident Agent.
The post office address of the principal office of the Corporation in
this State is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is the Corporation Trust, Inc., a corporation of
this State, and the post office address of the resident agent is 32 South
Street, Baltimore, Maryland 21202.
FIFTH: Capital Stock.
Section 5.1. AUTHORITY TO ISSUE. The total number of shares of
capital stock which the Corporation shall have authority to issue is two
billion (2,000,000,000) shares, $.001 par value per share ("Shares"),
having an aggregate par value of $2,000,000, one billion (1,000,000,000)
shares of which are classified as shares of the G.T. Global Dollar Fund
series of the Corporation. The Shares may be issued by the Board of
Directors in such separate and distinct series ("Series") and classes of
Series ("Classes") as the Board of Directors shall from time to time create
and establish. The Board of Directors shall have full power and authority,
in its sole discretion, to create and establish Series and Classes having
such preferences, rights, voting powers, terms of conversion, restrictions,
limitations on dividends, qualifications, and terms and conditions of
redemption as shall be fixed and determined from time to time by resolution
or resolutions providing for the issuance of such Shares adopted by the
Board of Directors. In event of establishment of Classes, each Class of a
Series shall represent interests in the assets of that Series and have
identical voting, dividend, liquidation and other rights and the same terms
and conditions as any other Class of that Series, except as provided in
these Articles of Incorporation and except that expenses allocated to the
Class of a Series may be borne solely by such Class as shall be determined
by the Board of Directors and a Class of a Series may have exclusive voting
rights with respect to matters affecting only that Class. Expenses related
to the distribution of, and other identified expenses that should properly
be allocated to, the Shares of a particular Class or Series may be charged
to and borne solely by such Class or Series and the bearing of expenses
solely by a Class or Series may be appropriately reflected (in a manner
determined by the Board of Directors) and cause differences in the net
asset value attributable to, and the dividend, redemption and liquidation
rights of, the Shares of each Class or Series. In addition, the Board of
Directors is hereby expressly granted authority to increase or decrease the
number of Shares of any Series or Class, but the number of Shares of any
Series or Class shall not be decreased by the Board of Directors below the
number of Shares thereof then outstanding.
The Board of Directors of the Corporation is authorized from time to
time to classify or to reclassify, as the case may be, any unissued Shares
of the Corporation in separate Series or Classes. The Shares of said
Series or Classes shall have such preferences, rights, voting powers, terms
of conversion, restrictions, limitations as to dividends, qualifications,
and terms and conditions of redemption as shall be fixed and determined
from time to time by the Board of Directors. The Corporation may hold as
treasury shares, reissue for such consideration and on such terms as the
Board of
<PAGE>
Directors may determine, or cancel, at their discretion from time to time,
any Shares reacquired by the Corporation. No holder of any of the Shares
shall be entitled as of right to subscribe for, purchase, or otherwise
acquire any Shares of the Corporation which the Corporation proposes to
issue or reissue.
The Corporation shall have authority to issue any additional Shares
hereafter authorized and any Shares redeemed or repurchased by the
Corporation. All Shares of any Series or Class when properly issued in
accordance with these Articles of Incorporation shall be fully paid and
non-assessable.
Section 5.2. REDEMPTION BY STOCKHOLDERS. Each holder of Shares
("Stockholder") shall have the right at such times as may be permitted by
the Corporation to require the Corporation to redeem all or any part of his
or her Shares at a redemption price per Share equal to the net asset value
per Share at such time as the Board of Directors shall have prescribed by
resolution. In the absence of such resolution, the redemption price per
Share shall be the net asset value next determined (in accordance with
Section 5.4) after receipt by the Corporation of a request for redemption
in proper form less such charges as are determined by the Board of
Directors and described in the Corporation's Registration Statement under
the Securities Act of 1933. The Board of Directors may specify conditions,
prices, and places of redemption, and may specify binding requirements for
the proper form or forms of requests for redemption. Payment of the
redemption price may be wholly or partly in securities or other assets at
the value of such securities or assets used in such determination of net
asset value, or may be in cash. Notwithstanding the foregoing, the Board
of Directors may postpone payment of the redemption price and may suspend
the right of the holders of Shares to require the Corporation to redeem
Shares during any period or at any time when and to the extent permissible
under the Investment Company Act of 1940.
Section 5.3. REDEMPTION BY THE CORPORATION. The Board of Directors
may cause the Corporation to redeem at current net asset value all Shares
owned or held by any one Stockholder having an aggregate current net asset
value of less than five hundred dollars ($500). No such redemption shall
be effected unless the Corporation has given the Stockholder at least sixty
(60) days' notice of its intention to redeem the Shares and an opportunity
to purchase a sufficient number of additional Shares to bring the aggregate
current net asset value of his or her Shares to five hundred dollars
($500). Upon redemption of Shares pursuant to this Section, the
Corporation shall promptly cause payment of the full redemption price to be
made to the holder of Shares so redeemed.
Section 5.4. NET ASSET VALUE PER SHARE. The net asset value of each
Share of the Corporation, or each Series or Class, shall be the quotient
obtained by dividing the value of the net assets of the Corporation, or if
applicable of the Series (being the value of the assets of the Corporation
or of the particular Series less its actual and accrued liabilities
exclusive of capital stock and surplus), by the total number of outstanding
Shares of the Corporation, or of the Series. Such determination may be
made on a Series-by-Series basis or made or adjusted on a Class-by-Class
basis, as appropriate and shall include any
<PAGE>
expenses allocated to a specific Series or Class thereof. The Board of
Directors shall have the power and duty to determine from time to time the
net asset value per Share at such times and by such methods as it shall
determine, subject to any restrictions or requirements under the Investment
Company Act of 1940, as amended, and the rules, regulations and
interpretations thereof promulgated or issued by the Securities and
Exchange Commission or insofar as permitted by any order of the Securities
and Exchange Commission applicable to the Corporation. The Board of
Directors may delegate such power and duty to any one or more of the
directors and officers of the Corporation, the Corporation's administrator,
investment adviser, custodian or depository of the Corporation's assets, or
another agent of the Corporation. Notwithstanding the foregoing, the Board
of Directors may suspend the determination of net asset value for the whole
or any part of any period or at any time when and to the extent permissible
under the Investment Company Act of 1940.
Section 5.5. ESTABLISHMENT OF SERIES OR CLASS.
The establishment of any Series or Class shall be effective upon the
adoption of a resolution by a majority of the Directors setting forth such
establishment and designation and the relative rights and preferences of
the Shares of such Series or Class. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Directors may by a majority vote abolish that Series or
Class and the establishment and designation thereof.
Section 5.6. ASSETS AND LIABILITIES OF SERIES.
All consideration received by the Corporation for the issuance or sale of
Shares of particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange,
or liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form, shall be referred to as
"assets belonging to" that Series. In addition, any assets, income,
earnings, profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Series shall be
allocated by the Board of Directors between and among one or more of the
Series in such manner as the Board of Directors, in its sole discretion,
deems fair and equitable. Each such allocation shall be conclusive and
binding upon the Stockholders of all Series for all purposes, and shall be
referred to as assets belonging to that Series. The assets belonging to a
particular Series shall be so recorded upon the books of the Corporation.
The assets belonging to each particular Series shall be charged with the
liabilities of that Series and all expenses, costs, charges, and reserves
attributable to that Series or Class thereof shall be borne by that Series
or Class. Any general liabilities, expenses, costs, charges, or reserves
of the Corporation which are not readily identifiable as belonging to any
particular Series or Class shall be allocated and charged by the Board of
Directors between or among any one or more of the Series or Classes in such
a manner as the Board of Directors in its sole discretion deems fair and
equitable. Each such allocation shall be conclusive and binding upon the
Stockholders of all Series or Classes for all purposes.
<PAGE>
Section 5.7. DIVIDENDS. Dividends and distributions on Shares with
respect to each Series or Class may be declared and paid with such
frequency and in such form and amount as the Board of Directors may from
time to time determine. Dividends may be declared daily or otherwise
pursuant to a standing resolution or resolutions adopted only once or with
such frequency as the Board of Directors may determine.
All dividends and distributions of Shares of a particular Series shall
be distributed pro rata to the holders of that Series in proportion to the
number of Shares of that Series held by such holders at the date and time
of record established for the payment of such dividends or distributions,
except that such dividends and distributions shall appropriately reflect
expenses allocated to a particular Class of such Series.
The Board of Directors shall have the power, in its sole discretion,
to distribute in any fiscal year as dividends (including dividends
designated in whole or in part as capital gain distributions) amounts
sufficient, in the opinion of the Board of Directors, to enable the
Corporation, or where applicable each Series of the Corporation, to qualify
as a regulated investment company under the Internal Revenue Code of 1986,
as amended, or any successor or comparable statute thereto, and regulations
promulgated thereunder, and to avoid liability of the Corporation, or each
Series of the Corporation, for federal income tax in respect of that year.
The foregoing shall not limit the authority of the Board of Directors to
make distributions greater than or less than the amount necessary to
qualify as a regulated investment company and to avoid liability of the
Corporation, or any Series of the Corporation, for such tax.
Dividends and distributions may be paid in cash, property or Shares,
or a combination thereof, as determined by the Board of Directors or
pursuant to any program that the Board of Directors may have in effect at
the time. Any such dividend or distribution paid in Shares will be paid at
the current net asset value thereof as defined in Section 5.4.
Section 5.8. CLASSES OF STOCK. Five hundred million (500,000,000)
Shares of the G.T. Global Dollar Fund are hereby designated Class B Shares.
The Shares of the G.T. Global Dollar Fund not designated as Class B Shares,
including all such previously issued and outstanding as of the effective
date of these Amended and Restated Articles of Incorporation, are hereby
designated Class A Shares. The Class A Shares and Class B Shares of each
Series represent interests in the same investment portfolio of such Series.
Class B Shares shall be subject to all provisions of Article FIFTH hereof
relating to stock of the Corporation generally and shall have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption as Class A Shares, except as follows:
(1) Expenses related to the distribution of each Class of Shares of a
Series shall be borne solely by such class;
<PAGE>
(2) The bearing of such expenses solely by shares of each Class of a
Series shall be appropriately reflected (in the manner determined
by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class;
(3) The Class A Shares of each Series may be subject to a front-end
sales load and a Rule 12b-1 service and distribution fee as
determined by the Board of Directors from time to time prior to
issuance of such stock;
(4) The Class B Shares of each Series shall be subject to a
contingent deferred sales charge and a Rule 12b-1 service and
distribution fee as determined by the Board of Directors from
time to time prior to issuance of such stock; and
(5) Unless otherwise expressly provided in the Articles of
Incorporation, including any Articles Supplementary creating any
Class or Series of Shares, on each matter submitted to a vote of
stockholders of the Corporation, each holder of a share of
capital stock of the Corporation shall be entitled to one vote
for each share standing in such holder's name on the books of the
Corporation irrespective of the class or series thereof, and all
shares of all Classes and Series shall vote together as a single
class; provided, however, that
(a) as to any matter with respect to which a separate vote of
any Class or Series is required by the Investment Company
Act of 1940, as amended and in effect from time to time, or
any rules, regulations or orders issued thereunder, or by
the Maryland General Corporation Law, such requirement as to
a separate vote by that Class or Series shall apply in lieu
of a general vote of all Classes and Series as described
above;
(b) in the event that the separate vote requirements referred to
in (a) above apply with respect to one or more Classes or
Series, then subject to paragraph (c) below, the shares of
all other Classes and Series not entitled to a separate vote
shall vote together as a single Class; and
(c) as to any matter which in the judgment of the Board of
Directors (which shall be conclusive) does not affect the
interest of a particular Class or Series, such Class or
Series shall not be entitled to any vote and only the
holders of Shares of the one or more affected Classes and
Series shall be entitled to vote.
<PAGE>
All shares of each particular Class of a Series shall represent an equal
proportionate interest in that class and each share of any particular Class of
a Series shall be equal to each other Share of the Class of that Series.
SIXTH: Issuance of Common Stock.
Section 6.1. ISSUANCE OF NEW STOCK. The Board of Directors is authorized
to issue and sell or cause to be issued and sold from time to time (without the
necessity of offering the same or any part thereof to existing Stockholders) all
or any portion or portions of the entire authorized but unissued Shares of the
Corporation, and all or any portion or portions of the Shares of the Corporation
from time to time in its treasury, for cash or for any other lawful
consideration or considerations and on or for any terms, conditions, or prices
consistent with the provisions of law and the Articles of Incorporation at the
time in force; provided, however, that in no event shall Shares of the
Corporation be issued or sold for a consideration or considerations less in
amount or value than the par value of the Shares so issued or sold, and provided
further that in no event shall any Shares of the Corporation be issued or sold,
except as a stock dividend distributed to Stockholders, for a consideration
(which shall be net to the Corporation after underwriting discounts or
commissions) less in amount or value than the net asset value of the Shares so
issued or sold determined as of such time as the Board of Directors shall have
by resolution prescribed. In the absence of such a resolution, such net asset
value shall be that next determined after an unconditional order in proper form
to purchase such Shares is accepted, except that Shares may be sold to an
underwriter at (a) the net asset value next determined after such orders are
received by a dealer with whom such underwriter has a sales agreement or (b) the
net asset value determined at a later time.
Section 6.2. ISSUANCE OF FRACTIONAL SHARES. The Corporation may issue and
sell fractions of Shares having pro rata all the rights of full Shares,
including, without limitation, the right to vote and to receive dividends, and
wherever the words "Share" or "Shares" are used in these Articles or in the
By-Laws they shall be deemed to include fractions of Shares, where the context
does not clearly indicate that only full Shares are intended.
SEVENTH: Voting.
On each matter submitted to a vote of the Stockholders, each holder of a
Share shall be entitled to one vote for each Share and fractional votes for
fractional Shares standing in his or her name on the books of the Corporation;
provided, however, that when required by the Investment Company Act of 1940, as
amended, or rules thereunder or when the Board of Directors has determined that
the matter affects only the interests of one Series or Class, matters may be
submitted to a vote of the Stockholders of a particular Series or Class, and
each holder of Shares thereof shall be entitled to votes equal to the full and
fractional Shares of the Series or Class standing in his or her name on the
books of the Corporation. The presence in person or by proxy of the holders of
one-third of the Shares outstanding and entitled to vote shall constitute a
quorum for the transaction of business at a Stockholders' meeting, except that
where any provision of law or of these Articles of Incorporation permit or
require that holders of any Series or Class shall vote as a Series or Class,
one-third of the aggregate number of Shares of that Series
<PAGE>
or Class outstanding and entitled to vote shall constitute a quorum for the
transaction of business by that Series or Class.
Notwithstanding any provision of law requiring a greater proportion than a
majority of the votes of all Shares of the Corporation or of all Series or
Classes (or of any Series or Class entitled to vote thereon as a separate Series
or Class) to take or authorize any action, in accordance with the authority
granted by Section 2-104(b)(5) of the Maryland Corporations and Associations
Code, the Corporation is hereby authorized to take such action upon the
concurrence of a majority of the aggregate number of Shares entitled to vote
thereon (or a majority of the aggregate number of Shares of a Series or Class
entitled to vote thereon as a separate Series or Class). The right to cumulate
votes in the election of directors is expressly prohibited.
EIGHTH: Board of Directors.
All corporate powers and authority of the Corporation (except as otherwise
provided by statute, these Articles of Incorporation, or the By-Laws of the
Corporation) shall be vested in and exercised by the Board of Directors. The
number of directors constituting the Board of Directors shall be such number as
may from time to time be fixed in or in accordance with the By-Laws of the
Corporation, provided that after stock is issued to more than one Stockholder,
such number shall not be less than three. Except as provided in the By-Laws,
the election of directors may be conducted in any way approved at the meeting
(whether of Stockholders or directors) at which the election is held, provided
that such election shall be by ballot whenever requested by any person entitled
to vote. The names of the persons who shall act as directors of the Corporation
until their respective successors are duly chosen and qualified are David A.
Minella, C. Derek Anderson, Frank S. Bayley, Arthur C. Patterson, Ruth H.
Quigley.
NINTH: Contracts.
Section 9.1. CONTRACTS IN GENERAL. The Board of Directors may in its
discretion from time to time enter into an exclusive or non-exclusive
distribution contract or contracts providing for the sale of Shares whereby the
Corporation may either agree to sell Shares to the other party to the contract
or appoint such other party its sales agent for such Shares (such other party
being herein sometimes called the "underwriter"), and in either case on such
terms and conditions as may be prescribed in the By-Laws, if any, and such
further terms and conditions as the Board of Directors may in its discretion
determine not inconsistent with the provisions of these Articles of
Incorporation and such contract may also provide for the repurchase of Shares of
the Corporation by such other party or parties as agent of the Corporation. The
Board of Directors may also in its discretion from time to time enter into an
investment advisory or management contract or contracts whereby the other party
to such contract shall undertake to furnish to the Board of Directors such
management, investment advisory, statistical and research facilities and
services and such other facilities and services, if any, and all upon such terms
and conditions as the Board of Directors may in its discretion determine.
Section 9.2. PARTIES TO CONTRACTS. Any contract of the character
described in Section 9.1 or for services as administrator, custodian, transfer
agent or disbursing agent or related services
<PAGE>
may be entered into with any corporation, firm, trust or association, although
any one or more of the directors or officers of the Corporation may be an
officer, director, trustee, stockholder or member of such other party to the
contract, and no such contract shall be invalidated or rendered voidable by
reason of the existence of any such relationship, nor shall any person holding
such relationship by liable merely by reason of such relationship for any loss
or expense to the Corporation under or by reason of said contract or accountable
for any profit realized directly or indirectly therefrom, provided that the
contract when entered into was reasonable and fair and not inconsistent with the
provisions of this Article NINTH. The same person (including a firm,
corporation, trust, or association) may be the other party to contracts entered
into pursuant to Section 9.1 above, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or all of
the contracts mentioned in this Section 9.2.
TENTH: Liability of Directors and Officers.
Section 10.1. LIABILITY. To the maximum extent permitted by applicable
law (including Maryland law and the Investment Company Act of 1940) as currently
in effect or as may hereafter be amended, no director or officer of the
Corporation shall be liable to the Corporation or its stockholders for money
damages.
Section 10.2. INDEMNIFICATION. To the maximum extent permitted by
applicable law (including Maryland law and the Investment Company Act of 1940)
currently in effect or as may hereafter be amended, the Corporation shall
indemnify and advance expenses as provided in the By-Laws to its present and
past directors, officers, employees and agents, and persons who are serving or
have served at the request of the Corporation as a director, officer, employee
or agent in similar capacities for other entities.
Section 10.3. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability.
Section 10.4 MODIFICATION. Any repeal or modification of this Article
TENTH by the Stockholders of the Corporation, or adoption or modification of any
other provision of the Articles of Incorporation or By-Laws inconsistent with
this Article TENTH, shall be prospective only, to the extent that such repeal or
modification would, if applied retrospectively, adversely affect any limitation
on the liability of any director or officer of the Corporation or
indemnification available to any person covered by these provisions with respect
to any act or omission which occurred prior to such repeal, modification or
adoption.
<PAGE>
ELEVENTH: Amendment.
Section 11.1. ARTICLES OF INCORPORATION. The Corporation reserves the
right from time to time to make any amendment of these Articles of
Incorporation, now or hereafter authorized by law, including any amendment which
alters contract rights, as expressly set forth in these Articles of
Incorporation, of any outstanding Shares. Any amendment to these Articles of
Incorporation may be adopted at a meeting of the Stockholders upon receiving an
affirmative vote of a majority of all votes entitled to be cast thereon.
Section 11.2. BY-LAWS. Except as may otherwise be provided in the
By-Laws, the Board of Directors of the Corporation is expressly authorized to
make, alter, amend and repeal By-Laws or to adopt new By-Laws of the
Corporation, without any action on the part of the Stockholders; but the By-Laws
made by the Board of Directors and the power so conferred may be altered or
repealed by the Stockholders.
THIRD: The total number of shares of stock of all classes which the
Corporation had authority to issue immediately before the foregoing amendments
was 1,000,000,000 shares with par value of $0.001 per share and of an aggregate
par value of $1,000,000, 500,000,000 shares of which were classified as shares
of the G.T. Global Dollar Fund series of the Corporation.
FOURTH: The total number of shares of stock of all classes which the
Corporation has authority to issue, as amended, is 2,000,000,000 shares, $.002
par value per share, having an aggregate par value of $2,000,000, 1,000,000,000
shares of which are classified as shares of the G.T. Global Dollar Fund series
of the Corporation. Five hundred million shares of the G.T. Global Dollar Fund
are classified as Class A and the remaining 500,000,000 shares are classified
Class B shares.
FIFTH: The Board of Directors of the Corporation at a meeting duly
convened, adopted a resolution in which they advised the foregoing Articles of
Amendment and Restatement to the Charter of the Corporation and at a meeting
duly convened the stockholders approved the Articles of Amendment and
Restatement of the Corporation.
<PAGE>
SIXTH: These Articles of Amendment and Restatement shall become effective
on April 1, 1993.
IN WITNESS WHEREOF, G.T. Investment Portfolios, Inc., has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on March 24, 1993 and its President acknowledges that
these Articles of Amendment and Restatement are the act and deed of G.T.
Investment Portfolios, Inc., and, under the penalties of perjury, that the
matters and facts set forth herein with respect to authorization and approval
are true in all material respects to the best of his knowledge, information and
belief.
WITNESSED: G.T. INVESTMENT PORTFOLIOS, INC.
/s/James W. Churm By: /s/ David A. Minella
- ------------------------------ --------------------------------
James W. Churm, Secretary David A. Minella, President
<PAGE>
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
G.T. INVESTMENT PORTFOLIOS, INC.
G.T. Investment Portfolios, Inc. (the "Company"), a Maryland corporation,
having its principal office in Baltimore, Maryland, organized on July 13, 1981,
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Company is currently authorized to issue two billion
(2,000,000,000) shares of capital stock (par value $.001 per share) amounting in
the aggregate to a par value of two million dollars ($2,000,000.00).
SECOND: By action of the Company's Board of Directors in accordance with
the Company's charter, five hundred million (500,000,000) shares of capital
stock that the Company is authorized to issue but has not previously designated
as representing a class or a series are hereby classified as Advisor Class
capital stock of the Company's sole existing series (G.T. Global Dollar Fund).
THIRD: The Class A capital stock, Class B capital stock and the Advisor
Class capital stock of the Fund represent interests in the same investment
portfolio of the Fund. Shares of the Advisor Class capital stock of the Fund
shall be subject to all provisions of Article V in the Company's Articles of
Incorporation relating to stock of the Company generally and shall have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as shares of Class A capital stock and Class B capital stock of such
Fund, except as follows:
(1) Expenses related to the distribution of each class of shares of a Fund
shall be borne solely by such class;
(2) The bearing of such expenses solely by each class of shares of a Fund
shall be appropriately reflected (in the manner determined by the
Board of Directors) in the net asset value, dividend, distribution and
liquidation rights of the shares of such class;
(3) The Class A capital stock of each Fund shall be subject to a front-end
sales load and a Rule 12b-1 service and distribution fee as determined
by the Board of Directors from time to time prior to issuance of such
stock;
(4) The Class B capital stock of each Fund shall be subject to a
contingent deferred sales charge and a Rule 12b-1 service and
distribution fee as determined by the Board of Directors from time to
time prior to issuance of such stock;
<PAGE>
(5) The Advisor Class capital stock of each Fund shall not be subject to
either a front-end or contingent deferred sales charge or Rule 12b-1
service and distribution fees; and
(6) Unless otherwise expressly provided in the Articles of Incorporation,
including any Articles Supplementary creating any class or series of
capital stock, on each matter submitted to a vote or stockholders of
the Company, each holder of a share of capital stock of the Company
shall be entitled to one vote for each share standing in such holder's
name on the books of the Company, irrespective of the class of series
thereof, and all shares of all classes and series shall vote together
as a single class; provided, however, that
(a) as to any matter with respect to which a separate vote of any
class or series is required by the Investment Company Act of
1940, as amended and in effect from time to time, or any rules,
regulations or orders issued thereunder, or by the Maryland
General Corporation Law, such requirement as to a separate vote
by that class or series shall apply in lieu of a general vote of
all classes and series as described above; and
(b) in the event that the separate vote requirements referred to in
paragraph (a), above, apply with respect to one or more classes
or series, then subject to paragraph (c), below, the shares of
all other classes and series not entitled to a separate vote
shall vote together as a single class; and
(c) as to any matter in which the judgment of the Board of Directors
(which shall be conclusive) does not affect the interest of a
particular class or series, such class or series shall not be
entitled to any vote and only the holders of shares of one or
more affected classes and series shall be entitled to vote.
All shares of each particular class of the Fund shall represent an equal
proportionate interest in that class, and each share of a particular class shall
be equal to each other share of that class of that Fund.
FOURTH: The Company is registered with the Securities and Exchange
Commission as an open-end investment company under the Investment Company Act of
1940, as amended.
<PAGE>
IN WITNESS WHEREOF, the undersigned Vice President of the Company hereby
executed these Articles Supplementary on behalf of the Company and further
states under the penalties of perjury that, to the best of his knowledge,
information and belief, the matters and facts set forth herein are true in all
material respects.
Dated: January 30, 1995 /s/Helge K. Lee
---------------------------------
Helge K. Lee
Vice President and Secretary
Attest: /S/ PETER R. GUARINO
Peter R. Guarino
Assistant Secretary
<PAGE>
BY-LAWS
OF
G.T. MONEY MARKET SERIES, INC.
AS AMENDED ON
OCTOBER 29, 1987
<PAGE>
TABLE OF CONTENTS
ARTICLE I. NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL 1
1.01. Name 1
1.02. Principal Office 1
1.03. Seal 1
ARTICLE II. STOCKHOLDERS 1
2.01. Annual Meetings 1
2.01. Special Meetings 2
20.3. Place of Meetings 2
2.04. Notice of Meetings 2
2.05. Voting -- In General 3
2.06. Stockholders Entitled to Vote 3
2.07. Voting -- Proxies 3
2.08. Quorum 3
2.09. Absence of Quorum 4
2.10. Stock Ledger and List of Stockholders 4
ARTICLE III. BOARD OF DIRECTORS 4
3.01. Number and Term of Office 4
3.02. Qualification of Directors 5
3.03. Election of Directors 5
3.04. Removal of Directors 5
3.05. Vacancies and Newly Created Directorships 5
3.06. General Powers 5
3.07. Power to Issue and Sell Stock 6
3.08. Power to Declare Dividends 6
3.09. Annual and Regular Meetings 6
3.10. Special Meetings 7
3.11. Notice 7
3.12. Waiver of Notice 7
3.13. Quorum and Voting 7
3.14. Conference Telephone 7
3.15. Compensation 7
3.16. Action Without a Meeting 8
ARTICLE IV. COMMITTEES 8
4.01. How Constituted 8
4.02. Powers of the Committees 8
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Page
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4.03. Stock Issuance Power of Committees 8
4.04. Proceedings, Quorum and Manner of Acting 8
4.05. Other Committees 9
ARTICLE V. OFFICERS 9
5.01 General 9
5.02. Election, Term of Office and Qualifications 9
5.03. Resignation 9
5.04. Removal 9
5.05. Vacancies and Newly Created Offices 10
5.06. Chairman of the Board 10
5.07. President 10
5.08. Vice President 10
5.09. Treasurer and Assistant Treasurer 11
5.10. Secretary and Assistant Secretaries 11
5.11. Subordinate Officers 11
5.12. Remuneration 12
ARTICLE VI. CUSTODY OF SECURITIES AND CASH 12
6.01. Employment of a Custodian 12
6.02. Central Certificate Service 12
6.03. Cash Assets 12
6.04. Free Cash Accounts 13
6.05. Action Upon Termination of Custodian Agreement 13
ARTICLE VII. EXECUTION OF INSTRUMENTS,
VOTING OF SECURITIES 13
7.01. Execution of Instruments 13
7.02. Voting of Securities 13
ARTICLE VIII. CAPITAL STOCK 13
8.01. Certificate of Stock 13
8.02. Transfer of Capital Stock 14
8.03. Transfer Agents and Registrars 15
8.04. Transfer Regulations 15
8.05. Fixing of Record Date 15
8.06. Lost, Stolen or Destroyed Certificates 15
8.07. Certification of Beneficial Owners 16
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Page
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ARTICLE IX. FISCAL YEAR, ACCOUNTANT 16
9.01. Fiscal Year 16
9.02. Accountant 16
ARTICLE X. INDEMNIFICATION AND INSURANCE 17
10.01. Indemnification of Directors and Officers 17
10.02. Insurance of Officers, Directors, Employees
and Agents 17
ARTICLE XI. AMENDMENTS 17
11.01. Amendment of By-Laws 17
AMENDMENT TO BY-LAWS 18
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ADVISORS CASH RESERVE FUND, INC.
(A Maryland Corporation)
BY-LAWS
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
Section 1.01. NAME: The name of the Corporation is G.T. MONEY
MARKET SERIES, INC.
Section 1.02. PRINCIPAL OFFICE: The principal office of the
Corporation in the State of Maryland shall be 601 Montgomery Street, San
Francisco, CA. The Corporation may, in addition, establish and maintain such
other offices and places of business, within or without the State of Maryland,
as the Board of Directors may from time to time determine. [MGCL, Sections
2-103(4), 2-108(a)(1)]*
Section 1.03. SEAL: The corporate seal of the Corporation shall
be circular in form and shall bear the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Maryland." The form of the seal
shall be subject to alteration by the Board of Directors and the seal may be
used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. Any officer or Director of the Corporation shall have
authority to affix the corporate seal of the Corporation to any document
requiring the same. [MGCL, Section 2-103(3)]
ARTICLE II
STOCKHOLDERS
Section 2.01. ANNUAL MEETINGS: The extent the Corporation is
required to hold an annual meeting of its stockholders, the annual meeting of
stockholders shall be held in the month of May each year at a time to be
established by the Board of Directors of the Corporation, at which meeting the
stockholders shall elect a Board of Directors and may transact such other
business within the powers of the Corporation as
- --------------------
* Bracketed citations are to the General Corporation Law of the State of
Maryland ("MGCL") or to the United States Investment Company act of 1940, as
amended (the "Investment Company Act"), or the Rules of the United States
Securities and Exchange Commission thereunder ("SEC Rules"), all as they were in
effect on September 20, 1981. The citations are inserted for reference only and
do not constitute a part of the By-Laws.
1
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may properly come before the meeting. Any business of the Corporation may be
transacted at the annual meeting without being specially designated in the
notice, except such business as is specifically required by statute to be stated
in the notice. So long as the Corporation is registered as an investment
company under the 1940 act, the Corporation shall not be required to hold an
annual meeting of the holders of shares of any class or series in any year in
which none of the following is required to be acted on by the holders of shares
of such class or series under the 1940 Act: (a) election of directors, (b)
approval of the Corporation's investment, advisory agreement with respect to
such class or series, (c) ratification of the selection of independent public
accountants, and (d) approval of the corporation's distribution agreement with
respect to such class or series. Failure to hold an annual meeting does not
invalidate the Corporation's existence or affect any otherwise valid corporate
acts. [MGCL, Section 2-501]
Section 2.02. SPECIAL MEETINGS: Special meetings of the
stockholders may be called at any time by the Chairman of the Board, the
President or by any Vice President, or by the Board of Directors. Special
meetings of the stockholders shall be called by the Secretary upon the written
request of stockholders entitled to cast at least 25% of all the votes entitled
to be cast at such meeting, PROVIDED that (a) such request shall state the
purpose or purposes of such meeting and the matters proposed to be acted on, and
(b) the stockholders requesting such meeting shall have paid to the Corporation
the reasonably estimated cost of preparing and mailing the notice thereof, which
the Secretary shall determine and specify to such stockholders. No special
meeting need be called upon the request of the holders of shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of the stockholders held during the preceding 12 months.
[MGCL, Section 2-502]
Section 2.03. PLACE OF MEETINGS: All stockholders' meetings
shall be held at such place within the United States as may be fixed from time
to time by the Board of Directors. [MGCL, Section 2-503]
Section 2.04. NOTICE OF MEETINGS: Not less than 10 days nor more
than 90 days before the date of every stockholders' meeting, the Secretary or an
Assistant Secretary of the Corporation shall give to each stockholder entitled
to vote at the meeting and each other stockholder entitled to notice of the
meeting written or printed notice stating (1) the time and place of the
meeting and, (2) the purpose or purposes of the meeting if the meeting is a
special meeting or if notice of the purpose is required by law to be given.
Such notice shall be personally delivered to the stockholder, or left at his
residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. No notice of a stockholders' meeting
need be given to any stockholder who shall sign a written waiver of such notice
whether before or after the holding of such meeting, which shall be filed with
the records of stockholders' meetings, or to any stockholder who shall attend
such meeting in person or by proxy. A meeting of stockholder convened on the
date for which it was called may be adjourned from time to
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time without further notice to a date not more than 120 days after the original
record date. [MGCL, Sections 2-504, 2-511(d)]
Section 2.05. VOTING -- IN GENERAL: At every stockholders'
meeting each stockholder shall be entitled to one vote for each share of stock
of the Corporation validly issued and outstanding and held by such stockholder,
except that no shares held by the Corporation shall be entitled to a vote unless
they are held by it in a fiduciary capacity, i which case they may be voted and
shall be counted in determining the total number of outstanding shares at any
given time. Fractional shares shall be entitled to fractional votes. Except as
otherwise specifically provided in the Articles of Incorporation or these
By-Laws or as required by provisions of the United States Investment Company
Act, as amended from time to time, all matter shall be decided by a vote of the
majority of the votes cast at a meeting at which a quorum is present. The vote
upon any question shall be by ballot whenever requested by any person entitled
to vote, but, unless such a request is made, voting may be conducted in any way
approved by the meeting. [MGCL, Sections 2-506(a)(2), 2-507(a), 2-509(b)]
Section 2.06. STOCKHOLDERS ENTITLED TO VOTE: If, pursuant to
Section 8.05 hereof, a record date has been fixed for the determination of
stockholders entitled to notice of or vote at any stockholders' meeting, each
stockholder of the Corporation shall be entitled to vote in person or by proxy,
each share or fraction of a share of stock standing in his name on the books of
the Corporation on such record date and outstanding at the time of the meeting.
If no record date has been fixed for the determination of stockholders, the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
on which notice of the meeting is mailed or the day 30 days before the meeting,
whichever is the closer date to the meeting, or, if notice is waived by all
stockholders, at the close of business on the tenth day next preceding the day
on which the meeting is held. [MGCL, Sections 2-207, 2-511]
Section 2.07. VOTING -- PROXIES: The right to vote by proxy
shall exist only if the instrument authorizing such proxy to act shall have been
executed in writing by the stockholder himself or by his attorney thereunto duly
authorized in writing. No proxy shall be valid after eleven months from its
date unless it provides for a longer period. [MGCL, Section 2-507]
Section 2.08. QUORUM: The presence at any stockholders' meeting,
in person or by proxy, of stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting shall be necessary and sufficient to
constitute a quorum for the transaction of business. ]MGCL, Section 2-506]
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Section 2.09. ABSENCE OF QUORUM: In the absence of a quorum, the
holders of a majority of shares entitled to vote at the meeting and present
thereat in person or by proxy, or, if no stockholder entitled to vote is present
thereat in person or by proxy, any officer present thereat entitled to preside
or act as Secretary of such meeting, any adjourn the meeting SINE DIE or from
time to time. Any business that might have been transacted at the meeting
originally called may be transacted at any such adjourned meeting at which a
quorum is present. [MGCL, Section 2-511(d)]
Section 2.10. STOCK LEDGER AND LIST OF STOCKHOLDERS: It shall be
the duty of the Secretary or Assistant Secretary of the Corporation to cause an
original or duplicate stock ledger to be maintained at the office of the
Corporation's transfer agent, containing the names and addresses of all
stockholders and the number of shares of each class held by each stockholder.
Such stock ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual inspection. Any
one of more persons, who together are and for at least six months have been
stockholders of record of at least 5% of the outstanding capital stock of the
Corporation, may submit (unless the Corporation at the time of the request
maintains a duplicate stock ledger at its principal office) a written request
to any officer of the Corporation of its resident agent in Maryland for a list
of stockholders of the Corporation. Within 20 days after such a request, there
shall be prepared and filed at the Corporation's principal office a list
containing the names and addresses of all stockholders of the Corporation and
the number of shares of each class held by each stockholder, certified as
correct by an officer of the Corporation, by its stock transfer agent, or by its
registrar. [MGCL, Section 2-209, 2-513]
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. NUMBER AND TERMS OF OFFICE: The Corporation shall
have at least three directors; provided that, if there is no stock outstanding,
the number of Directors may be less than three but not less than one, and, if
there is stock outstanding and so long as there are less than three stockholder,
the number of Directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of Directors provided in
the Charter until changed as herein provided. A majority of the entire board of
directors may alter the number of Directors set by the Charter to not exceeding
25 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any Director. [MGCL, Section 2-402]
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Section 3.02. QUALIFICATION OF DIRECTORS: No member of the Board
of Directors need by a stockholder of the Corporation but at least one member of
the Board of Directors shall be a person who is not an interested person (as
such term is defined in the Investment Company Act of 1940, a amended) of the
investment adviser of the Corporation nor an officer of employee of the
Corporation. [Investment Company Act, Section 10(d)]
Section 3.03. ELECTION OF DIRECTORS: At each annual meeting, the
stockholder shall elect directors to hold office until the next annual meeting
and until their successors are elected and qualify. Directors shall be elected
by vote of the holders of a majority of the shares present in person or by proxy
and entitled to vote thereon. [MGCL, Section 2-404]
Section 3.04. REMOVAL OF DIRECTORS: At any meeting of
stockholders, duly called and at which a quorum is present, the stockholders
may, by the affirmative vote of the holders of a majority of the votes entitled
to be cast thereon, remove any Director or Directors from office, either with or
without cause, and may elect a successor or successors to fill any resulting
vacancies for the unexpired terms of removed Directors. [MGCL, Sections 2-406,
2-407]
Section 3.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS: If any
vacancies shall occur in the Board of Directors by reason of resignation,
removal or otherwise, or if the authorized number of Directors shall be
increased, the Directors then in office shall continue to act, and such
vacancies (if not previously filled by the stockholder) may be filled by a
majority of the Directors then in office, whether or not a quorum, provided
that, immediately after filling such vacancy, at least two-thirds of the
Directors then holding office shall have been elected to such office by the
stockholders of the Corporation. In the event that at any time, other than the
time preceding the first meeting of stockholders, less than a majority of the
Directors of the Corporation holding office at the time were so elected by the
stockholder, a meeting of the stockholders shall be held promptly and in any
event within 60 days for the purpose of electing Directors to fill any existing
vacancies in the Board of Directors, unless the Securities and Exchange
Commission shall by order extend such period. Except as provided in Section
3.04 hereof, a Director elected by the Board of Directors to fill a vacancy
shall be elected to hold office until the next annual meeting of stockholders or
until his successor is elected and qualifies. [MGCL, Sections 2-407, Investment
Company Act, Section 16(a)]
Section 3.06. GENERAL POWERS: The property, affairs and business
of the Corporation shall be managed by the Board of Directors, which may
exercise all the powers of the Corporation except such as are by law, by the
Articles of Incorporation or by these By-Laws conferred upon or reserved to the
stockholders of the Corporation. [MGCL, Section 2-401]
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Section 3.07. POWER TO ISSUE AND SELL STOCK: The Board of
Directors may from time to time authorize by resolution the issuance and sale of
any of the Corporation's authorized shares to such persons as the Board of
Directors shall deem advisable and such resolution shall fix the consideration
or minimum consideration for which such shares are to be issued, or a formula or
method pursuant to which such consideration is to be fixed and determined, and
shall include a fair description of any consideration other than money and a
statement of the actual value of such consideration as then determined in the
opinion of the Board of Directors or a statement that in the opinion of the
Board of Directors such consideration is or will be not less than a stated sum.
[MGCL, Section 2-203]
Section 3.08. POWER TO DECLARE DIVIDENDS:
(a) Dividends upon the capital stock of the Corporation subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock.
The amount of such dividends and the payment of them shall be wholly in the
discretion of the Board of Directors.
(b) A dividend may not be declared or paid if (1) the
Corporation is insolvent or the payment would cause the Corporation to become
insolvent, or (2) the Corporation's stated capital is impaired or the payment
would impair its stated capital.
(c) If a dividend is paid from any source other than earned
surplus, the source of the dividend shall be disclosed not later than at the
time of payment to the stockholders who received it.
(d) The Board of Directors may at any time declare and
distribute pro rata amount the stockholder as of a record date fixed as provided
in Section 8.05 thereof, a "Stock dividend" out of either authorized but
unissued or treasury shares of the Corporation, or both. [MGCL, Section 2-309]
Section 3.09. ANNUAL AND REGULAR MEETINGS: The first meeting of
each newly elected Board of Directors shall be held at such time and place as
shall be fixed by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting provided a quorum shall be present. In
the event of the failure of the stockholders to fix the time or place of such
first meeting of the newly elected Board of Directors, or in the event such
meeting is not held at the time and place so fixed by the stockholder, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors in
Section 3.11 hereof, or as shall be specified in a written waiver signed by all
of the directors. Regular meetings of the Board of Directors may be held at
such time and such place as shall from time to time determined by the Board.
Annual and regular meetings may be held at any place in or out of the state.
[MGCL, Section 2-409(a)]
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Section 3.10. SPECIAL MEETINGS: Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President; special
meetings shall be called by the Chairman of the Board, President or Secretary on
the written request of two directors. A special meeting of the Board of
Directors shall be held on such date and at any place in or out of the State of
Maryland as may be designated from time to time by the Board of Directors. In
the absence of such designation, such meeting shall be held at such place as may
be designated in the call. [MGCL, Section 2-409(a)]
Section 3.11. NOTICE: No notice of annual and regular meetings
need be given to the Board of Directors. Notice of special meetings, stating
the time and place shall be mailed to each Director at his residence or regular
place of business or caused to be delivered to him personally or to be
transmitted to him by telegraph, cable or wireless at least one day before the
day on which the meeting is to be held. Such notice need not include a
statement of the business to be transacted at, or the purpose of, the meeting.
[MGCL, Section 2-409(b]
Section 3.12. WAIVER OF NOTICE: No notice of any meeting need be
given to any Director who attends such meeting in person or to any Director who
waives notice of such meeting in writing (which waiver shall be filed with the
records of such meeting), whether before or after the holding of the meeting.
[MGCL Section 2-409(c)]
Section 3.13. QUORUM AND VOTING: At all meetings of the Board of
Directors the presence of one-third of the total number of Directors authorized,
but not less than two Directors, shall constitute a quorum for the transaction
of business. In the absence of a quorum, a majority of the Directors present
may adjourn the meeting, from time to time, until a quorum shall be present.
The action of a majority of the Directors present at a meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by law, by the Articles of
Incorporation or by these By-Laws. [MGCL, Section 2-408]
Section 3.14. CONFERENCE BY TELEPHONE: Members of the Board of
Directors or of any committee designated by the board may participate in a
meeting of the Board or of such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at such meeting. [MGCL, Section
2-409(d)]
Section 3.15 COMPENSATION: Each Director may receive such
remuneration for this services as shall be fixed from time to time by resolution
of the Board of Directors.
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Section 3.16. ACTION WITHOUT A MEETING: Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a written consent thereto is signed by
all member of the Board or of such committee and such written consent is filed
with the minutes of proceedings of the Board or committee. [MGCL, Section
2-408(c)]
ARTICLE IV
COMMITTEES
Section 4.01. HOW CONSTITUTED: By resolution adopted by the
Board of Directors, the Board may appoint from among its members one or more
committees each consisting of at least two Directors. Each member of a
committee shall hold office during the pleasure of the Board. [MGCL, Section
2-411]
Section 4.02. POWERS OF THE COMMITTEES: As provided by
resolution of the Board of Directors, such committee or committees may exercise
all of the powers of the Board of Directors in the management of the business
and affairs of the Corporation except the power to declare dividends or
distributions on stock, to issue stock other than as provided in Section 4.03
hereof, to recommend to the stockholders any action which requires stockholder
approval, to amend the by-laws, or to approve any merger or share exchange which
does not require stockholder approval. [MGCL, Section 2-411(a)(2)]
Section 4.03. STOCK ISSUANCE POWER OF COMMITTEES: If the Board
of Directors has given general authorization for the issuance of stock, a
committee of the Board, in accordance with a general formula or method specified
by the Board by resolution or by adoption of a stock option or other plan, may
fix the terms of stock subject to classification or reclassification and the
terms on which any stock may be issued, including all terms and conditions
required or permitted to be established or authorized by the Board of Directors
under law. [MGCL, Section 2-411(b)]
Section 4.04. PROCEEDINGS, QUORUM AND MANNER OF ACTING: In the
absence of appropriate resolution of the Board of Directors, each committee may
adopt such rules and regulations governing its proceedings, quorum and manner of
acting as it shall deem proper and desirable, provided that the quorum shall not
be less than two Directors. In the absence of any member of any such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting, if a unanimous written consent
which sets forth the action is signed by each member of the committee and filed
with the minutes of the committee. The members of a committee may conduct any
meeting thereof by conference telephone in accordance with the provisions of
Section 3.14 [MGCL, Section 2-411(c)]
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Section 4.05. OTHER COMMITTEES: The Board of Directors may
appoint other committees, each consisting of one or more persons who need not be
Directors. Each such committee shall have such powers and perform such duties
as may be assigned to it from time to time by the Board of Directors, but shall
not exercise any power which may lawfully be exercised only by the Board of
Directors or a committee thereof.
ARTICLE V
OFFICERS
Section 5.01. GENERAL: The officers of the Corporation shall be
a President, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President), a Secretary, and a Treasurer, and may include one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.11
hereof. The Board of Directors may elect, but shall not be required to elect, a
Chairman of the Board. [MGCL, Section 2-412]
Section 5.02 ELECTION, TERM OF OFFICER AND QUALIFICATIONS: The
officers of the Corporation (except those appointed pursuant to Section 5.11
hereof) shall be elected by the Board of Directors at its first meeting and
thereafter at the first meeting following each annual meeting of stockholders.
If any officer or officers are not elected at any such meeting, such officer or
officers may be elected at any subsequent regular or special meeting of the
Board. Except as provided in Sections 5.03, 5.04 and 5.05 hereof, each officer
elected by the Board of Directors shall hold office until the next meeting of
the Board of Directors following an annual meeting of stockholder and until his
successor shall have been chosen and qualified. Any person may hold two or more
offices of the Corporation, except that neither the Chairman of the Board nor
the President may hold the office of Vice President, but no person shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Articles of Incorporation or these By-Laws to
be executed, acknowledged or verified by two or more officer. The Chairman of
the Board shall be selected from among the Directors of the Corporation and may
hold such office only so long as he continues to be a Director. No other
officer need be a Director. [MGCL, Sections 2-413, 2-415]
Section 5.03 RESIGNATION: Any officer may resign his office at
any time by delivering a written resignation to the Board of Directors, the
President, the Secretary, or any Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 5.04 REMOVAL: Any officer may be removed from office by
the Board of Directors whenever in the judgment of the Board of Directors the
best interest of the Corporation will be served thereby. [MGCL, Section
2-413(c)]
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Section 5.05 VACANCIES, AND NEWLY CREATED OFFICES: If any
vacancy shall occur in any office by reason of death, resignation, removal,
disqualification or other cause, or if any new office shall be created, such
vacancies or newly created offices may be filled by the Board of Directors at
any meeting or, in the case of any office created pursuant to Section 5.11
hereof, by any officer upon whom such power shall have been conferred by the
Board of Directors. [MGCL, Section 2-413(d)]
Section 5.06 CHAIRMAN OF THE BOARD: The Board of Directors may
appoint a Chairman of the Board as it shall deem necessary who shall hold his
office for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
Section 5.07 PRESIDENT: Unless otherwise provided by resolution
of the Board of Directors, the President shall be the chief executive and
operating officer of the Corporation. He shall preside at all meetings of the
stockholders and the Board of Directors at which the Chairman of the Board, if
any, is not present. Subject to the supervision of the Board of Directors, he
shall have general charge of the business, affairs, property and operation of
the Corporation and its officers, employees and agents. He shall have the
authority to see that orders and resolutions of the Board of Directors are
carried out into effect; and in connection with the foregoing, he shall have the
right, power and privilege to delegate such of his powers and duties as
President to such officers or other persons and in such manner, as he may deem
appropriate. He may sign (unless the Chairman of the Board or a Vice President
shall have signed) certificates presenting stock of the Corporation authorized
for issuance by the Board of Directors. Except as the Board of Directors may
otherwise order, he may sign in the name and on behalf of the Corporation all
deeds, bonds, contracts or agreements. He shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.
Section 5.08. VICE PRESIDENT: The Board of Directors shall, from
time to time, designate and elect one or more Vice Presidents (one or more of
whom may be designated Executive Vice President) who shall have such powers and
perform such duties as from time to time may be assigned to them by the Board of
Directors or the President. At the request or in the absence of disability of
the President, the Vice President (or, if there are two or more Vice Presidents,
the Vice President in order of seniority of tenure in such office or in such
other order as the Board of Directors may determine) may perform all the duties
of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice President may sign
(unless the Chairman, the President or another Vice President shall have signed)
certificates representing stock of the Corporation authorized for issuance by
the Board of Directors.
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Section 5.09. TREASURER AND ASSISTANT TREASURERS: The Treasurer
shall be the principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of the
Corporation. Except as otherwise provided by the Board of Directors, he shall
have general supervision of the funds and property of the Corporation and of the
performance by the custodian of its duties with respect thereto. He may
countersign (unless as Assistant Treasurer or Secretary or Assistant Secretary
shall have countersigned) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors. He shall render to the Board
of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal year. He shall cause to be
prepared annually a full and correct statement of the affairs of the
Corporation, including a balance sheet and a financial statement of operations
for the preceding fiscal year, which shall be submitted at the annual meeting of
stockholders and filed within 20 days thereafter at the principal office of the
Corporation. He shall perform all the acts incidental to the office of
Treasurer, subject to the control of the Board of Directors. Any Assistant
Treasurer may perform such duties of the Treasurer as the Treasurer or the Board
of Directors may assign, and, in the absence of the Treasurer, he may perform
all the duties of the Treasurer.
Section 5.10. SECRETARY AND ASSISTANT SECRETARIES: The Secretary
shall attend to the giving and serving of all notices of the Corporation and
shall record all proceedings of the meetings of the stockholders and Directors
in one or more books to be kept for that purpose. He shall keep in safe custody
the seal of the Corporation and shall have charge of the records of the
Corporation, including the stock books and such other books and papers as the
Board of Directors may direct and such books, reports, certificates and other
documents required by law to be kept, all of which shall at all reasonable times
be open to inspection by any Director. He shall countersign (unless the
Treasurer, and Assistant Treasurer or an Assistant Secretary shall have
countersigned) certificates representing stock of the Corporation authorized for
issuance by the Board of Directors. He shall perform such other duties as
pertain to his office or as may required by the Board of Directors. Any
Assistant Secretary may perform such duties of the Secretary as the Secretary or
the Board of Directors may assign, and, in the absence of the Secretary, he may
perform all the duties of the Secretary.
Section 5.11. SUBORDINATE OFFICERS: The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors may determine. The
Board of Directors from time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties.
[MGCL, Section 2-412(b)]
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Section 5.12 REMUNERATION: The salaries or other compensation of
the officers of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, except that the Board of Directors may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provision of Section 5.11 hereof.
ARTICLE VI
CUSTODY OF SECURITIES AND CASH
Section 6.01. EMPLOYMENT OF A CUSTODIAN: The Corporation shall
place and at all times maintain in the custody of a Custodian (including any
sub-custodian for the Custodian) all funds, securities and similar investments
owned by the Corporation. The Custodian (and any sub-custodian) shall be a bank
having an aggregate capital surplus and undivided profits of not less than
$2,000,000. The Custodian shall be appointed and its remuneration fixed by the
Board of Directors. [Investment Company Act, Section 17(f)]
Section 6.02 CENTRAL CERTIFICATE SERVICE Subject to such rules,
regulations and orders as the Securities and Exchange Commission may adopt as
necessary or appropriate for the protection of investors, the Corporation's
custodian may deposit all or any part of the securities owned by the Corporation
in a system for the central handling of securities established by a national
securities exchange or national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treaded as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities. [Investment Company Act, Section
17(f)]
Section 6.03 CASH ASSETS: The cash proceeds from the sale of
securities and similar investment and other cash assets of the Corporation shall
be kept in the custody of a bank or banks appointed pursuant to Section 6.01
hereof, or in accordance with such rules and regulations or orders as the
Securities and Exchange Commission may from time to time prescribe for the
protection of investors, except that the Corporation may maintain a checking
account in a bank or banks, each having an aggregate capital, surplus and
undivided profits of not less than $2,000,000, PROVIDED that the balance of such
account or the aggregate balances of such accounts shall at no time exceed the
amount of the fidelity bond, maintained pursuant to the requirements of the
Investment Company Act 1940 and rules and regulations thereunder, covering the
officers or employees authorized to draw on such account or accounts.
[Investment Company Act, Section 17(f)]
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Section 6.04 FREE CASH ACCOUNTS: The Corporation may, upon
resolution of its Board of Directors, maintain a petty cash account free of the
foregoing requirements of this Article VI in an amount not to exceed $500,
PROVIDED that such account is operated under the imprest system and is
maintained subject to adequate controls approved by the Board of Directors over
disbursements and reimbursements including, but not limited to, fidelity bond
coverage for persons having access to such funds. [Investment Company Act, Rule
17f 3]
Section 6.05. ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT:
Upon resignation of a custodian of the Corporation or inability of a custodian
to continue to serve, the Board of Directors shall promptly appoint a successor
custodian, but in the event that no successor custodian can be found who has the
required qualifications and is willing to serve, the Board of Directors shall
call as promptly as possible a special meeting of the stockholders to determine
whether the Corporation shall function without a custodian or shall be
liquidated. If so directed by vote of the holders of a majority of the
outstanding shares of stock of the Corporation, the custodian shall deliver and
pay over all property of the Corporation held by it as specified in such vote.
ARTICLE VII
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 7.01 EXECUTION OF INSTRUMENTS: All deeds, documents,
transfers, contracts, agreements, requisitions or orders, promissory notes,
assignments, endorsements, checks and drafts for the payment of money by the
Corporation, and other instruments requiring execution by the Corporation shall
be signed by the Chairman, the President, a Vice President, or the Treasurer, or
as the Board of Directors may otherwise, from time to time, authorize. Any such
authorization may be general or confined to specific instances.
Section 7.02. VOTING OF SECURITIES: Unless otherwise ordered by
the Board of Directors, the Chairman, the President or any Vice President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote, or in the name of the Corporation to execute proxies to vote, at
any meeting of stockholders of any company in which the Corporation may hold
stock. At any such meeting such officer shall possess and may exercise (in
person or by proxy) any and all rights, powers and privileges incident to the
ownership of such stock. The Board of Directors may by resolution from time to
time confer like powers upon any other person or persons. [MGCL, Section 2-509]
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ARTICLE VIII
CAPITAL STOCK
Section 8.01. CERTIFICATE OF STOCK
(a) Certificates of stock of the Corporation shall be in the form
approved by the Board of Directors. Every holder of stock of the Corporation,
upon his request, shall be entitled to have a certificate, signed in the name of
the Corporation by the Chairman or the President or any Vice President and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying the number and kind of shares owned by him in the
Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signature may be either manual or facsimile signatures and
the seal may be either facsimile or any other from of seal. [MGCL, Sections
2-210(a), 2-212]
(b) In case any officer, transfer agent or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer, transfer agent or registrar (because
of death, resignation or otherwise) before such certificate is issued, such
certificate may be issued and delivered by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
[MGCL, Section 2-212(c)]
(c) The number of each certificate issued, the name of the person
owning the shares represented thereby, the number and class of such shares and
the date of issuance shall be entered upon the stock books of the Corporation at
the time of issuance.
(d) Every certificate exchanged, surrendered for redemption or
otherwise returned to the Corporation shall be marked "Cancelled" with the date
of cancellation.
Section 8.02. TRANSFER OF CAPITAL STOCK:
(a) Shares of stock of the Corporation shall be transferable only
upon the books of the Corporation kept for such purpose and, if one or more
certificates representing such shares have been issued, upon surrender to the
Corporation or its transfer agent or agents of such certificate or certificates
duly endorsed or accompanied by appropriate evidence of assignment, transfer,
succession or authority to transfer.
(b) The Corporation shall be entitled to treat the holder of record
of any share of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable or other claim
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by the statutes of the State of Maryland.
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Section 8.03. TRANSFER AGENTS AND REGISTRARS: The Board of
Directors may, from time to time, appoint or remove transfer agents and
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar.
Section 8.04. TRANSFER REGULATION: The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time
to time, adopt lawful rules and regulations with reference to the method of
transfer of the shares of stock of the Corporation.
Section 8.05. FIXING OF RECORD DATE AND CLOSING OF TRANSFER BOOKS:
The Board of Directors may fix in advance a date as a record date or direct
that the stock transfer books be closed for a stated period for the
determination of the stockholders entitled to notice of or to vote at any
meeting of stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock, or for any other proper
purpose, PROVIDED that such record date may not be prior to the close of
business on the day the record date is fixed, and such record date shall be a
date not more than 90 days nor, in the case of a meeting of stockholders, less
than 10 days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken, and the transfer books may not be
closed for a period longer than 20 days. In such case, only such stockholders
as shall be stockholder of record on the record date so fixed shall be entitled
to such notices of, and to vote at, such meeting or adjournment, or to give such
consent, or to receive payment of such dividend or other distribution, or to
receive such allotment of rights, or to exercise such rights, or to take other
action as the case may be, notwithstanding any transfer of any share on the
books of the Corporation after any such record date. [MGCL, Section 2-511]
Section 8.06. LOST, STOLEN OR DESTROYED CERTIFICATES: Before
issuing a new certificate for stock of the Corporation alleged to have been
lost, stolen or destroyed, the Board of Directors or any officer authorized by
the Board may, in its discretion, require the owner of the lost, stolen or
destroyed certificate (or his legal representative) to give the Corporation a
bond or other indemnity, in such form and in such amount as the Board or any
such officer may direct and with such surety or sureties as may be satisfactory
to the Board or any such officer, sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate. The issuance of a new certificate under such circumstances shall
not constitute an overissue of the shares represented thereby. [MGCL, Section
2-213]
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Section 8.07. CERTIFICATION OR BENEFICIAL OWNERS: The Board of
Directors may adopt by resolution a procedure by which a stockholder of the
Corporation may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may certify; the purpose for which the certification
may be made, the form of certification and the information to be contained in
it; if the certification is with respect to a record date or a closing of the
stock transfer books, the time after the record date of closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the
Board considers necessary to desirable. On receipt of a certification which
complies with the procedure adopted by the Board in accordance with this
Section, the person specified in the certification is, for the purpose set forth
in the certification, the holder of record of the specified stock in place of
the stockholder who makes the certification.
ARTICLE IX
FISCAL YEAR, ACCOUNTANT
Section 9.01 FISCAL YEAR: The fiscal year of the Corporation
shall be the twelve calendar months beginning on the 1st day of September in
each year and ending on the 31st day of the following August or such other
period of twelve calendar months as the Board of Directors may by resolution
prescribe.
Section 9.02. ACCOUNTANT:
(a) The Corporation shall employ an independent public accountant
or firm of independent public accountants as its accountant to examine the
accounts of the Corporation and to sign and certify financial statements filed
by the Corporation. The accountant's certificates and reports shall be
addressed both to the Board of Directors and to the stockholders.
(b) A majority of the members of the Board of Directors who are not
interested persons (as such term is defined in the Investment Company Act of
1940, as amended) of the Corporation shall select the accountant, by vote cast
in person, at any meeting held before the first annual stockholder' meeting and
thereafter shall select the accountant annually, by vote cast in person, at a
meeting held within 30 days before or after the beginning of the fiscal year of
the Corporation or within 30 days before the annual stockholders' meeting in
that year. Such selection shall be submitted for ratification or rejection at
the next succeeding annual stockholders' meeting. If such meeting shall reject
such selection, the accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at the meeting at which the
rejection occurred or at a subsequent meeting of stockholders called for the
purpose.
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(c) Any vacancy occurring between annual meetings, due to the death
or resignation of the accountant, may be filled by the vote of a majority of
those member of the Board of Directors who are not interested persons (as so
defined) of the Corporation, cast in person at a meeting called for the purpose
of voting on such action.
(d) The employment of the accountant shall be conditioned upon the
right of the Corporation by vote of a majority of the outstanding voting
securities at any meeting called for the purpose to terminate such employment
forthwith without any penalty. [Investment Company Act, Section 32(a)]
ARTICLE X
INDEMNIFICATION AND INSURANCE
Section 10.01 INDEMNIFICATION OF DIRECTORS AND OFFICERS: Each
director and officer shall be indemnified by the Corporation to the full extent
permitted by the General Corporation Law of Maryland and the Investment Company
Act of 1940.
Section 10.02. INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS: The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability.
[MGCL, Section 2-418(h)]
ARTICLE XI
AMENDMENTS
Section 11.01. AMENDMENTS OF BY-LAWS: The Board of Directors
alone shall have the power and authority to amend, alter, or repeal these
By-Laws or any provision thereof, and may from time to time make additional
By-Laws. [MGCL, Section 2-109(b)]
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G.T. INVESTMENT PORTFOLIOS, INC.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
Pursuant to Section 2-408 of Maryland General Corporation Law, the
undersigned, being all of the directors of G.T. Investment Portfolios, Inc.
("Company"), a Maryland corporation, hereby unanimously consent to the adoption
of the following resolution with the same force and effect as if adopted at a
meeting duly called and held for the purpose:
RESOLVED That the Board of Directors hereby unanimously approve the
following amendment to the By-Laws of the Company, as amended:
Section 8.01(a) of Article VIII is hereby deleted in its entirety and
in lieu thereof the following is inserted:
Section 8.01 (a): No certificates certifying the ownership of share
shall be issued except as the directors may otherwise authorize. In the
event that the directors authorize the issuance of share certificates,
certificates of stock shall be in the form approved by the board of
directors, signed in the name of the Corporation by the Chairman or the
President or any Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certifying the number
and kind of shares owned by him in the Corporation. Such certificate may
be sealed with the corporate seal of the Corporation. Such signatures may
be either manual or facsimile signatures and the seal may be either
facsimile or any other form of seal.
Adoption of the foregoing Resolution as the act of the Board of Directors
shall be effective as of May 1, 1992.
/s/ David A. Minella
-----------------------------------
David A. Minella
/s/ C. Derek Anderson
-----------------------------------
C. Derek Anderson
/s/ Frank S. Bayley
-----------------------------------
Frank S. Bayley
/s/ Arthur C. Patterson
-----------------------------------
Arthur C. Patterson
S/S Ruth J. Quigley
-----------------------------------
Ruth J. Quigley
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INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
BETWEEN G.T. INVESTMENT PORTFOLIOS, INC. AND
G.T. CAPITAL MANAGEMENT, INC.
Contract made as of May 1, 1989, between G. T. Investment Portfolios, Inc.
a Maryland corporation ("Company") and G.T. Capital Management, Inc. ("G.T."), a
California corporation.
WHEREAS the Company is registered under the Investment Company Act of 1940,
as amended ("1940 Act") as an open-end management investment company, and
intends to offer for public sale shares of G.T. Money Market Fund, a series of
the Company's common stock; and
WHEREAS the Company hereafter may establish additional series of its common
stock (any such additional series, together with the G. T. Money Market Fund,
are collectively referred to herein as the "Funds", and singly may be referred
to as a "Fund"); and
WHEREAS the Company desires to retain G.T. as invesment manager and
administrator to furnish certian administrative, investment advisory and
portfolio management services to the Company and the Funds, and G. T. is willing
to furnish such services.
NOW, THEREFORE in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Company hereby appoints G.T. as investment
manager and administrator of each Fund for the period and on the terms set forth
in this Contract. G.T. accepts such appointment and agrees to render the
services herein set forth , for the compensation herein provided.
2. DUTIES AS INVESTMENT MANAGER.
(a) Subject to the supervision of the Company's Board of Directors
("Board"), G.T. will provide a continuous investment program for each Fund,
including investment research and management with respect to all securities and
investments and cash equivalents of the Fund G.T. will determine from time to
time what securities and other investments will be purchased, retained or sold
by each Fund, and the brokers and dealers through whom trades will be executed.
(b) G.T. agrees that in placing orders with brokers and dealers it will
attempt to obtain the best net results in terms of price and execution.
Consistent with this obligation G.T. may, in its discretion purchase and sell
portfolio securities to and from brokers and dealers who sell shares of the
Funds or provide the Funds of G.T.'s other clients with research analysis,
advice and similar services. G.T. may pay to brokers and dealers in
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return for research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to G.T.'s determining in good
faith that such commission or spread is reasonable in terms either of the
particular transaction or of the overall responsibility of G.T. to the Funds and
its other clients and that the total commissions or spreads paid by each Fund
will be reasonable in relation to the benefits to the Fund over the long term,
in no instance will portfolio securities be purchased from or sold to G.T. or
any affiliated person thereof except in accordance with the federal securities
law and the rules and regulations thereunder. Wherever G.T. simultaneously
places orders to purchase or sell the same security on behalf of a Fund and one
or more other accounts advised by G.T., such orders will be allocated as to
price and amount among all such accounts in a manner believed to be equitable to
each account. The Company recognizes that in some cases this procedure may
adversely affect the results obtained for each Fund.
(c) G.T. will oversee the maintenance of all books and records with
respect to the securities transactions of the Funds, and will furnish the Board
with such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, G.T. hereby
agrees that all records which it maintains for the Company are the property of
the Company, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Company and which are
required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees
to surrender promptly to the Company any records which it maintains for the
Company upon request by the Company.
(d) G.T. will oversee the computation of the net asset value and the net
income of each Fund as described in the currently effective registration
statement of the Company under the Securities Act of 1933, as amended, and 1940
Act and any supplements thereto ("Registration Statement") or as more frequently
requested by the Board.
3. DUTIES AS ADMINISTRATOR. G.T. will administer the affairs of each
Fund subject to the supervision of the Board and the following understandings:
(a) G.T. will supervise all aspects of the operations of each Fund,
including the oversight of transfer agency, custodial, pricing and accounting
services, excepts as hereinafter set forth; provided, however, that nothing
herein contained shall be deemed to relieve or deprive the Board of its
responsibility for control of the conduct of the affairs of the Funds.
(b) At G.T.'s expense, G.T. will provide the Company and the Funds with
such corporate, administrative and clerical personnel (including officers of the
Company) and services as are reasonably deemed necessary or advisable by the
Board.
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(c) G.T. will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of each Fund's prospectus,
statement of additional information, proxy material, tax returns and required
reports with or to the Fund's shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities.
(d) G.T. will provide the Company and the Funds with, or obtain for
them, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, G.T. will act in conformity with the Articles of Incorporation,
By-Laws and Registration Statement of the Company and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder and all other applicable federal and state laws and
regulations.
5. DELEGATION OF G.T.'S DUTIES AS INVESTMENT MANAGER AND ADMINISTRATOR.
With respect to one or more of the Funds, G.T. may enter into one or more
agreements ("Sub-Advisory or Sub-Administration Contract") with a sub-adviser or
sub-administrator in which G.T. delegates to such sub-advisor or
sub-administrator the performance of any or all of the services specified in
Paragraph 2 and 3 of this Contract provided that (i) each Sub-Advisory and
Sub-Administration Contract imposes on the sub-adviser or sub-administrator
bound thereby all the duties and conditions to which G. T. is subject with
respect to the delegated services under Paragraphs 2, 3, and 4 of this Contract;
(ii) each Sub-Advisory or Sub-Administration Contract meets all requirements of
the 1940 Act and rules thereunder; and (iii) G.T. shall not enter into a
Sub-Advisory or Sub-Administration Contract unless it is approved by the Board
prior to implementation.
6. SERVICES NOT EXCLUSIVE. The services furnished by G.T. hereunder
are not to be deemed exclusive and G. T. shall be free to furnish similar
services to others so long as its services under this Contract are not impaired
thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of G.T. who may also be a Director, officer or
employee of the Company, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
7. EXPENSES.
(a) During the term of this Contract, each Fund will bear all expenses
not specifically assumed by G.T., incurred in its operations and the offering of
its shares.
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(b) Expenses borne by each Fund will include but not be limited to the
following (i) the cost (including brokerage commissions, if any) of securities
purchased or sold by the Fund and any losses incurred in connection therewith;
(ii) fees payable to and expenses incurred on behalf of the Fund by G.T. under
this Contract; (iii) expenses of organizing the Company and the Fund; (iv)
filing fees and expenses relating to the registration and qualification of the
Fund's shares and the Company under federal and/or state securities laws and
maintaining such registrations and qualifications; (v) fees and salaries payable
to the Company's Directors who are not parties to this Contract or interested
persons of any such party ("Independent Directors"); (vi) all expenses incurred
in connection with the Independent Directors' services, including travel
expenses; (vii) taxes (including any income or franchise taxes) and governmental
fees; (viii) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (ix) any costs, expenses or losses arising out of
a liability or claim for damages or other relief asserted against the Company of
the Fund for violation of any law; (x) legal, accounting and auditing expenses,
including legal fees of special counsel for the Independent Directors; (xi)
charges of custodians, transfer agents, pricing agents and other agents; (xii)
costs of preparing share certificates; (xiii) with respect to existing
shareholders, expenses of setting in type, printing and mailing prospectuses and
supplements thereto, statements of additional information and supplements
thereto, reports and proxy materials for existing shareholders; (xiv) any
extraordinary expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Company is a party and the expenses
the Company may incur as a result of its legal obligations to provide
indemnification to its officer, Directors, employees and agents) incurred by the
Company or the Fund; (xv) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations;
(xvi) costs of mailing and tabulating proxies and costs of meetings of
shareholders, the Board and any committees thereof; (xvii) the costs of
investment company literature and other publications provided by the Company to
its Directors and officers; and (xviii) costs of mailing, stationery and
communications equipment.
(c) All general expenses of the Company and joint expenses of the Funds
shall be allocated among each Fund on a basis deemed fair and equitable by G.T.,
subject to the Board's supervision.
(d) G.T. will assume the cost of any compensation for services provided
to the Company received by the officers of the Company and by the Directors of
the Company who are not independent Directors.
(e) The payment or assumption by G. T. of any expense of the Company or
any Fund that G.T. is not required by this Contact to pay or assume shall not
obligate G.T. to pay or assume the same or any similar expense of the Company or
any Fund on any subsequent occasion.
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8. COMPENSATION.
(a) For the services provided under this Contract, G.T. Money Market
Fund will pay G.T. a fee, computed daily and paid monthly at the annualized rate
of 0.50% of the Fund's average daily net assets.
(b) For the services provided under this Contract, each Fund as
hereafter may be established will pay to G. T. a fee in an amount to be agreed
upon in a written fee agreement ("Fee Contract") executed by the Company on
behalf of such Fund and by G. T. All such Fee Contracts shall provide that
they are subject to all terms and conditions of this Contract.
(c) The fee shall be computed daily and paid monthly to G.T. on or
before the last business day of the next succeeding calendar month.
(d) G.T. agrees to reduce the fee payable to it under this Contract by
the amount by which the ordinary operating expenses of a Fund for any fiscal
year, excluding interest, taxes, distribution and extraordinary expenses, shall
exceed the most stringent limits prescribed by any state in which Fund shares
are offered for sale. Costs incurred in connection with the purchase or sale of
portfolio securities, including brokerage fees and commissions which are
capitalized in accordance with generally accepted accounting principles
applicable to investment companies, shall be accounted for as capital items and
not expenses. Property accruals shall be made for a Fund for any projected
reduction hereunder and corresponding amounts shall be withheld from the fees
paid by that Fund to G.T. Any additional reduction computed as being necessary
at the end of the fiscal year shall be deducted from the fee for the last month
of such fiscal year. If the amount of the fee payable by a Fund to G.T. is less
than the amount by which the Fund's expenses exceeds an applicable expense
limitation, G.T. shall reimburse the Fund's expenses in an amount sufficient to
enable the Fund to meet such limitation.
(e) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination as the case
may be shall be prorated according to the proportion which such period bears to
the full month in which such effectiveness or termination occurs.
9. LIMITATION OF LIABILITY OF G. T. AND INDEMNIFICATION. G.T. shall
not be liable, and each Fund shall indemnify G.T. and its directors, officers
and employees, for any costs or liabilities arising from any error of judgment
or mistake of law or any loss suffered by the Fund or the Company in connection
with the matters to which this Contract relates except a loss resulting from
willful misfeasance, bad faith or gross negligence or the part of G.T. in the
performance by G.T. of its duties or from reckless disregard by G.T. of its
obligations and duties under this Contract. Any person even though also an
officer, partner, employee or agent of G.T., who may be or become an officer,
Director, employee or agent of the Company shall be deemed when rendering
5
<PAGE>
services to a Fund or the Company or acting with respect to any business of a
Fund or the Company, to be rendering such service to or acting solely for the
Fund or the Company and not as an officer, partner, employee, or agent or one
under the control or direction of G.T. even though paid by it.
10. DURATION AND TERMINATION.
(a) This Contract shall become effective on the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting or such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if
not terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each, provided
that such continuance is specifically approved at least annually (i) by a vote
of a majority of the Independent Directors, cast in person at a meeting called
for the purpose of voting on such approval and (ii) by the Board or by vote of a
majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to G.T. or by G.T. at any
time, without the payment of any penalty, on sixty days' written notice to the
Company. Termination of this Contract with respect to one Fund shall not affect
the continued effectiveness of this Contract with respect to any other Fund.
This Contract will automatically terminate in the event of its assignment.
11. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought and no amendment of this Contract shall be
effective until approved by vote of a majority of the Fund's outstanding voting
securities.
12. GOVERNING LAW. This Contract shall be construed in accordance
with the laws of the State of California and the 1940 Act. To the extent that
the applicable laws of the State of California conflict with the applicable
provisions of the 1940 Act, the latter shall control.
6
<PAGE>
13. MISCELLANEOUS. The captions in this Contract are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell," and "security" shall have
the same meaning as such terms have in the 1940 Act subject to such exemption as
may be granted by the Securities and Exchange Commission by any rule, regulation
or order. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Contract is made less restrictive by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: G.T. INVESTMENT PORTFOLIOS, INC.
/s/ Joseph Licean /s/ James W. Churm
- ------------------------------ -----------------------------------
James W. Churm
Vice President
Attest: G.T. CAPITAL MANAGEMENT, INC.
/s/ Joseph Licean By: /s/ James R. Tufts
- ------------------------------ -----------------------------------
James R. Tufts
Vice President - Finance
7
<PAGE>
DISTRIBUTION CONTRACT
CLASS A SHARES
BETWEEN G.T. INVESTMENT PORTFOLIOS, INC.
AND G.T. GLOBAL FINANCIAL SERVICES, INC.
THIS DISTRIBUTION CONTRACT, dated as of March 31, 1993, between G.T.
INVESTMENT PORTFOLIOS, INC., a Maryland corporation ("Company"), and G.T. GLOBAL
FINANCIAL SERVICES, INC., a California corporation ("G.T. Global"), is made with
reference to the following facts:
A. The Company is an open-end management investment company.
B. The Company's Board of Directors ("Board") has established Class A and
Class B shares for series of the Company.
C. As of this date, the existing shares of the sole series of the
Company, G.T. Global Dollar Fund ("Fund") are subject to a Distribution Contract
in effect since May 1, 1989, the substance of which is substantially similar to
that of this Contract.
D. As of the close of business of this date all of the publicly issued,
outstanding shares of the Fund are being redesignated as Class A shares of the
Fund.
E. G.T. Global has the facilities to sell and distribute the Class A
shares of common stock of the various Funds established from time to time by the
Company that have established Class A shares.
F. The Company and G.T. Global desire to enter into a distribution
contract with respect to the Class A shares of the Funds.
NOW, THEREFORE, the parties agree as follows:
1. G.T. Global shall be the exclusive principal underwriter for the sale
of Class A shares of each Fund, except as otherwise provided pursuant to
paragraph 20 hereof. The terms "Class A shares of the Fund" or "Class A shares"
as used herein shall mean Class A shares of common stock issued by the Funds.
2. In the sale of Class A shares of each Fund, G.T. Global shall act as
agent of the Company except in any transaction in which G.T. Global sells such
Class A shares as a dealer to the public, in which event G.T. Global shall act
as principal for its own account.
3. The Company shall sell Class A shares only through G.T. Global except
that the Company may at any time:
(a) Issue Class A shares to any corporation, association, trust,
partnership, or other organization, or its, or their, security
holders, beneficiaries, or
<PAGE>
members, in connection with a merger, consolidation, or
reorganization to which the Company is a party, or in connection
with the acquisition of all or substantially all the property and
assets of such corporation, association, trust, partnership, or
other organization;
(b) Issue Class A shares of a Fund at net asset value to the holders
of Class A shares of the other Funds or Class A shares of other
investment companies managed by G.T. Capital Management, Inc.,
pursuant to any exchange or reinvestment option made available as
described in the current Prospectus of the Fund;
(c) Issue Class A shares at net asset value to a Fund's shareholders
in connection with the reinvestment of dividends and other
distributions paid by the Fund;
(d) Issue Class A shares of a Fund at net asset value to Directors,
officers, and employees of the Company, its investment manager,
any principal underwriter of the Company, and their affiliates,
including any trust, pension, profit-sharing, or other benefit
plan established for such persons, registered representatives and
other employees of dealers having Selling Group Agreements with
G.T. Global and with respect to all such persons listed, their
respective spouse, siblings, parents and children, and to other
persons as permitted by applicable rules adopted by the
Securities and Exchange Commission under the Investment Company
Act of 1940 ("1940 Act"), as in effect from time to time and as
described in the current Prospectus of the Fund;
(e) Issue Class A shares of a Fund at net asset value to the sponsor
organization, custodian or depository of a periodic or single
payment plan, or similar plan for the purchase of Class A shares
of the Fund, purchasing for such plan;
(f) Issue Class A shares of a Fund in the course of any other
transaction specifically provided for in the Prospectus of the
Fund, or upon obtaining the written consent of G.T. Global
thereto; or
(g) Sell Class A shares outside of the North American continent,
Hawaii and Puerto Rico through such other principal underwriter
or principal underwriters as may be designated from time to time
by the Company, pursuant to paragraph 20 hereof.
4. G.T. Global shall devote its best efforts to the sale of Class A
shares of the Funds. G.T. Global shall maintain a sales organization suited to
the sale of Class A shares of the Funds and shall use its best efforts to effect
such sales in countries as to which the Company shall have expressly waived in
writing its right to designate another principal underwriter pursuant to
paragraph 20 hereof, and shall effect and maintain appropriate qualification to
do so in all those
-2-
<PAGE>
jurisdictions in which it sells or offers Class A shares for sale and in which
qualification is required.
5. Within the United States of America, G.T. Global shall offer and sell
Class A shares only to or through such dealers as are members in good standing
of the National Association of Securities Dealers, Inc. ("NASD"), or to persons
legally engaged in dealer activities who are exempt from NASD membership in
accord with applicable law. Class A shares of a Fund sold to dealers shall be
for resale by such dealers only at the public offering price set forth in the
effective Prospectus relating to the Fund which is part of the Company's
Registration Statement in effect under the Securities Act of 1933, as amended
("1933 Act"), at the time of such offer or sale (herein, the "Prospectus").
G.T. Global may sell Class A shares of a Fund to dealers at such discounts from
said public offering price as are set forth in the Prospectus, and/or in a
Dealer or Selling Group Agreement between G.T. Global and the Dealer, but
neither such discounts nor commissions shall exceed the sales charge or
discounts referred to in the Prospectus.
6. In its sales to dealers, G.T. Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business in
securities under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The applicable public offering price of Class A shares of a Fund shall
be the price which is equal to the net asset value per Class A share plus such
sales charge, if any, as may be provided for in the Prospectus. Net asset value
per Class A share shall be determined for a Fund in the manner and at the time
or times set forth in and subject to the provisions of its Prospectus.
8. All orders for Class A shares received by G.T. Global shall, unless
rejected by G.T. Global or the Company, be accepted by G.T. Global immediately
upon receipt and confirmed at an offering price determined in accordance with
the provisions of the Prospectus and the 1940 Act, and applicable rules in
effect thereunder. G.T. Global shall not hold orders subject to acceptance nor
otherwise delay their execution. In conformity with the rules of the NASD, G.T.
Global shall not accept conditional orders. The provisions of this paragraph
shall not be construed to restrict the right of the Company to withhold Class A
shares of the Funds from sale under paragraph 16 hereof.
9. The Company or its transfer agent shall be promptly advised of all
orders received, and shall cause shares of Funds to be issued upon payment
received in accord with policies established by the Company and G.T. Global.
10. G.T. Global shall adopt and follow procedures as approved by the
officers of the Company for the confirmation of sales to dealers, the collection
of amounts payable by dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the NASD
and the 1940 Act, as such requirements may from time to time exist.
-3-
<PAGE>
11. The compensation for the services of G.T. Global as a principal
underwriter under this Contract shall be the sales charge, if any, which is
collected on sales of Class A shares. In addition, G.T. Global is entitled to
fees, if any, payable under the Distribution plan adopted pursuant to Rule 12b-1
under the 1940 Act applicable to the Class A shares (the "Class A Plan").
12. The Company agrees to use its best efforts to maintain its
registration as an open-end management investment company under the 1940 Act.
13. The Company agrees to use its best efforts to maintain an effective
prospectus relating to each Fund under the 1933 Act, and warrants that such
prospectus will contain all statements required by and will conform with the
requirements of the 1933 Act and the rules and regulations thereunder, and that
no part of any such prospectus, at the time the Registration Statement of which
it is a part is ordered effective, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. G.T. Global agrees and
warrants that it will not in the sale of Class A shares of the Funds use any
prospectus, advertising or sales literature not approved by the Company or its
officers nor make any untrue statement of a material fact nor omit the stating
of a material fact necessary in order to make the statements made, in the light
of the circumstances under which they are made, not misleading. G.T. Global
agrees to indemnify and hold the Company harmless from any and all loss,
expense, damage and liability resulting from a breach by G.T. Global of the
agreements and warranties in this paragraph, or from the use of any sales
literature, information, statistics or other aid or device employed in
connection with the sale of Class A shares not approved by the Company and its
officers.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto deemed necessary by the Company's officers to meet
the requirements of applicable laws shall be divided between the Company, G.T.
Global and any other principal underwriter of the Class A shares of the Funds as
they may from time to time agree.
15. The Company agrees to use its best efforts to qualify and maintain the
qualification of an appropriate number of the Class A shares of each Fund for
sale under the securities laws of such states as G.T. Global and the Company may
approve. Any such qualification may be withheld, terminated or withdrawn by the
Company at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Company, but G.T. Global
shall furnish such information and other materials relating to its affairs and
activities as may be required by the Company or its counsel in connection with
such qualification.
16. The Company and G.T. Global acknowledge that each has the right to
reject any order for the purchase of Class A shares for any reason. In
addition, the Company may withhold Class A shares from sale in any state or
country temporarily or permanently if, in the opinion of its counsel, such offer
or sale would be contrary to law or if the Board of Directors or the President
or any Vice President of the Company determines that such offer or sale is not
in the best interest of the Company. The Company will give prompt notice to
G.T. Global of any withholding and will indemnify it against any loss suffered
by G.T. Global as a result of such
-4-
<PAGE>
withholding by reason of non-delivery of Fund Class A shares after a good faith
confirmation by G.T. Global of sales thereof prior to receipt of notice of such
withholding.
17. Each Fund shall reimburse G.T. Global for a portion of its
expenditures incurred in providing services under this Contract at the rate and
under the terms specified in the Class A Plan, as such Plan may be amended from
time to time.
18. (a) With respect to any Fund, this Contract may be terminated at any
time, without payment of any penalty, by vote of a majority of
the members of the Board of Directors of the Company who are not
interested persons of the Company and have no direct or indirect
financial interest in the operation of the Class A Plan or in any
agreements related to the Class A Plan or by vote of a majority
of the outstanding voting securities of the Company on thirty
(30) days' written notice to G.T. Global, or by G.T. Global on
like notice to the Company. Termination of this Contract with
respect to Class A shares of one Fund shall not affect its
continued effectiveness with respect to Class A shares of any
other Fund.
(b) This Contract may be terminated by either party upon five (5)
days' written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or
obtained an injunction or other court order suspending
effectiveness of the Registration Statement covering the Class A
shares of the Funds.
(c) This Contract may also be terminated by the Company upon five (5)
days' written notice to G.T. Global, should the NASD expel G.T.
Global or suspend its membership in that organization.
(d) G.T. Global shall inform the Company promptly of the institution
of any proceedings against it by the Securities and Exchange
Commission, the NASD or any state regulatory authority.
19. This Agreement shall automatically terminate in the event of its
assignment. The term "assignment" shall have the meaning defined in the 1940
Act.
20. With respect to any Fund, upon sixty (60) days' written notice to G.T.
Global, the Company may from time to time designate other principal underwriters
of Class A shares with respect to areas other than the North American continent,
Hawaii, Puerto Rico and such countries as to which the Company may have
expressly waived in writing its right to make such designation. In the event of
such designation, the right of G.T. Global under this Contract to sell Class A
shares in the areas so designated shall terminate, but this Contract shall
remain otherwise in full effect until terminated in accordance with the
provisions of paragraphs 18 and 19 hereof.
21. No provision of this Contract shall protect or purport to protect G.T.
Global against any liability to the Company or holders of Class A shares of the
Funds for which G.T. Global would otherwise be liable by reason of willful
misfeasance, bad faith or negligence.
-5-
<PAGE>
22. Unless sooner terminated in accordance with the provisions of
paragraphs 18 or 19 hereof, this Contract shall continue in effect with respect
to each Fund for periods of up to one year, but only so long as such continuance
is specifically approved at least annually by (i) vote of a majority of the
Directors of the Company who are not interested persons of the Company and who
have no direct or indirect financial interest in the Class A Plan or any
agreements relating to the Class A Plan, and who are not parties to this
Contract or interested persons of any such party as defined by the 1940 Act,
cast in person at a meeting called for the purpose of voting on such approval;
and (ii) either the Board of Directors of the Company or a vote of a majority of
the outstanding Class A shares of the Company as defined by the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunder duly authorized as
of the day and year first written above.
Attest: G.T. INVESTMENT PORTFOLIOS, INC.
/s/ Peter R. Guarino By: James W. Churm
- ------------------------------ -------------------------------
Attest: G.T. GLOBAL FINANCIAL
SERVICES, INC.
/s/ Peter R. Guarino By: /s/ William J. Guilfoyle
- ------------------------------ -------------------------------
-6-
<PAGE>
DISTRIBUTION CONTRACT
CLASS B SHARES
BETWEEN G.T. GLOBAL INVESTMENT PORTFOLIOS, INC.
AND G.T. GLOBAL FINANCIAL SERVICES, INC.
THIS DISTRIBUTION CONTRACT, dated as of March 31, 1993, between G.T. GLOBAL
INVESTMENT PORTFOLIOS, INC., a Maryland corporation ("Company"), and G.T. GLOBAL
FINANCIAL SERVICES, INC., a California corporation ("G.T. Global"), is made with
reference to the following facts:
A. The Company is an open-end management investment company.
B. The Company's Board of Directors ("Board") has established Class A and
Class B shares for Series of the Company.
C. G.T. Global has the facilities to sell and distribute the Class B
shares of common stock of the various series established from time to time by
the Company ("Funds") that have established Class B shares.
D. The Company and G.T. Global desire to enter into a distribution
contract with respect to the Class B shares of the Funds.
E. G.T. Global Dollar Fund ("Fund") is currently the sole series of
shares of common stock of the Company.
NOW, THEREFORE, the parties agree as follows:
1. G.T. Global shall be the exclusive principal underwriter for the sale
of Class B shares of each Fund, except as otherwise provided pursuant to
paragraph 20 hereof. The terms "Class B shares of the Fund" or "Class B shares"
as used herein shall mean Class B shares of common stock issued by the Funds.
2. In the sale of Class B shares of each Fund, G.T. Global shall act as
agent of the Company except in any transaction in which G.T. Global sells such
Class B shares as a dealer to the public, in which event G.T. Global shall act
as principal for its own account.
3. The Company shall sell Class B shares only through G.T. Global except
that the Company may at any time:
(a) Issue Class B shares to any corporation, association, trust,
partnership, or other organization, or its, or their, security
holders, beneficiaries, or members, in connection with a merger,
consolidation, or reorganization to which the Company is a party,
or in connection with the acquisition of all
<PAGE>
or substantially all the property and assets of such corporation,
association, trust, partnership, or other organization;
(b) Issue Class B shares of a Fund to the holders of Class B shares
of the other Funds or Class B shares of other investment
companies managed by G.T. Capital Management, Inc., pursuant to
any exchange or reinvestment option made available as described
in the current Prospectus of the Fund;
(c) Issue Class B shares to a Fund's shareholders in connection with
the reinvestment of dividends and other distributions paid by the
Fund;
(d) Issue Class B shares of a Fund to Directors, officers, and
employees of the Company, its investment manager, any principal
underwriter of the Company, and their affiliates, including any
trust, pension, profit-sharing, or other benefit plan established
for such persons, registered representatives and other employees
of dealers having Selling Group Agreements with G.T. Global and
with respect to all such persons listed, their respective spouse,
siblings, parents and children, and to other persons as permitted
by applicable rules adopted by the Securities and Exchange
Commission under the Investment Company Act of 1940 ("1940 Act"),
as in effect from time to time and as described in the current
Prospectus of the Fund;
(e) Issue Class B shares of a Fund to the sponsor organization,
custodian or depository of a periodic or single payment plan, or
similar plan for the purchase of Class B shares of the Fund,
purchasing for such plan;
(f) Issue Class B shares of a Fund in the course of any other
transaction specifically provided for in the Prospectus of the
Funds, or upon obtaining the written consent of G.T. Global
thereto; or
(g) Sell Class B shares outside of the North American continent,
Hawaii and Puerto Rico through such other principal underwriters
or principal underwriters as may be designated from time to time
by the Company, pursuant to paragraph 20 hereof.
4. G.T. Global shall devote its best efforts to the sale of Class B
shares of the Funds. G.T. Global shall maintain a sales organization suited to
the sale of Class B shares of the Funds and shall use its best efforts to effect
such sales in countries as to which the Company shall have expressly waived in
writing its right to designate another principal underwriter pursuant to
paragraph 20 hereof, and shall effect and maintain appropriate qualification to
do so in all those jurisdictions in which it sells or offers Class B shares for
sale and in which qualification is required.
-2-
<PAGE>
5. Within the United States of America, G.T. Global shall offer and sell
Class B shares only to or through such dealers as are members in good standing
of the National Association of Securities Dealers, Inc. ("NASD"), or to persons
legally engaged in dealer activities who are exempt from NASD membership in
accord with applicable law. Class B shares of a Fund sold to dealers shall be
for resale by such dealers only at the public offering price set forth in the
effective Prospectus relating to the Fund which is part of the Company's
Registration Statement in effect under the Securities Act of 1933, as amended
("1933 Act"), at the time of such offer or sale (herein, the "Prospectus").
6. In its sales to dealers, G.T. Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business in
securities under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The applicable public offering price of Class B shares of a Fund shall
be the price which is equal to the net asset value per Class B share. Net asset
value per Class B share shall be determined for a Fund in the manner and at the
time or times set forth in and subject to the provisions of its Prospectus.
8. All orders for Class B shares received by G.T. Global shall, unless
rejected by G.T. Global or the Company, be accepted by G.T. Global immediately
upon receipt and confirmed at an offering price determined in accordance with
the provisions of the Prospectus and the 1940 Act, and applicable rules in
effect thereunder. G.T. Global shall not hold orders subject to acceptance nor
otherwise delay their execution. In conformity with the rules of the NASD, G.T.
Global shall not accept conditional orders. The provisions of this paragraph
shall not be construed to restrict the right of the Company to withhold Class B
shares of the Funds from sale under paragraph 16 hereof.
9. The Company or its transfer agent shall be promptly advised of all
orders received, and shall cause Class B shares of Funds to be issued upon
payment received in accord with policies established by the Company and G.T.
Global.
10. G.T. Global shall adopt and follow procedures as approved by the
officers of the Company for the confirmation of sales to dealers, the collection
of amounts payable by dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the NASD
and the 1940 Act, as such requirements may from time to time exist.
11. The compensation for the services of G.T. Global as a principal
underwriter under this Contract shall be all contingent deferred sales charges
that may be imposed on redemption of Class B shares. In addition, G.T. Global
is entitled to fees, if any, payable under the Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act applicable to Class B shares of the
Funds ("Class B Plan").
-3-
<PAGE>
12. The Company agrees to use its best efforts to maintain its
registration as an open-end management investment company under the 1940 Act.
13. The Company agrees to use its best efforts to maintain an effective
prospectus relating to each Fund under the 1933 Act, and warrants that such
prospectus will contain all statements required by and will conform with the
requirements of the 1933 Act and the rules and regulations thereunder, and that
no part of any such prospectus, at the time the Registration Statement of which
it is a part is ordered effective, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. G.T. Global agrees and
warrants that it will not in the sale of Class B shares of the Funds use any
prospectus, advertising or sales literature not approved by the Company or its
officers nor make any untrue statement of a material fact nor omit the stating
of a material fact necessary in order to make the statements made, in the light
of the circumstances under which they are made, not misleading. G.T. Global
agrees to indemnify and hold the Company harmless from any and all loss,
expense, damage and liability resulting from a breach by G.T. Global of the
agreements and warranties in this paragraph, or from the use of any sales
literature, information, statistics or other aid or device employed in
connection with the sale of Class B shares.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto deemed necessary by the Company's officers to meet
the requirements of applicable laws shall be divided between the Company, G.T.
Global and any other principal underwriter of the Class B shares of the Funds as
they may from time to time agree.
15. The Company agrees to use its best efforts to qualify and maintain the
qualification of an appropriate number of the Class B shares of each Fund for
sale under the securities laws of such states as G.T. Global and the Company may
approve. Any such qualification may be withheld, terminated or withdrawn by the
Company at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Company, but G.T. Global
shall furnish such information and other materials relating to its affairs and
activities as may be required by the Company or its counsel in connection with
such qualification.
16. The Company and G.T. Global acknowledge that each has the right to
reject any order for the purchase of Class B shares for any reason. In
addition, the Company may withhold Class B shares from sale in any state or
country temporarily or permanently if, in the opinion of its counsel, such offer
or sale would be contrary to law or if the Board of Directors or the President
or any Vice President of the Company determines that such offer or sale is not
in the best interest of the Company. The Company will give prompt notice to
G.T. Global of any withholding and will indemnify it against any loss suffered
by G.T. Global as a result of such withholding by reason of non-delivery of Fund
Class B shares after a good faith confirmation by G.T. Global of sales thereof
prior to receipt of notice of such withholding.
-4-
<PAGE>
17. Each Fund shall reimburse G.T. Global for a portion of its
expenditures incurred in providing services under this Contract at the rate and
under the terms specified in Class B Plan, as such Plan may be amended from time
to time.
18. (a) With respect to any Fund, this Contract may be terminated at any
time, without payment of any penalty, by vote of a majority of
the members of the Board of Directors of the Company who are not
interested persons of the Company and have no direct or indirect
financial interest in the operation of the Plan or in any
agreements related to the Class B Plan or by vote of a majority
of the outstanding voting securities of the Company on thirty
(30) days' written notice to G.T. Global, or by G.T. Global on
like notice to the Company. Termination of this Contract with
respect to Class B shares of one Fund shall not affect its
continued effectiveness with respect to Class B shares of any
other Fund.
(b) This Contract may be terminated by either party upon five (5)
days' written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or
obtained an injunction or other court order suspending
effectiveness of the Registration Statement covering the Class B
shares of the Funds.
(c) This Contract may also be terminated by the Company upon five (5)
days' written notice to G.T. Global, should the NASD expel G.T.
Global or suspend its membership in that organization.
(d) G.T. Global shall inform the Company promptly of the institution
of any proceedings against it by the Securities and Exchange
Commission, the NASD or any state regulatory authority.
19. This Agreement shall automatically terminate in the event of its
assignment. The term "assignment" shall have the meaning defined in the 1940
Act.
20. With respect to any Fund, upon sixty (60) days' written notice to G.T.
Global, the Company may from time to time designate other principal underwriters
of Class B shares with respect to areas other than the North American continent,
Hawaii, Puerto Rico and such countries as to which the Company may have
expressly waived in writing its right to make such designation. In the event of
such designation, the right of G.T. Global under this Contract to sell Class B
shares in the areas so designated shall terminate, but this Contract shall
remain otherwise in full effect until terminated in accordance with the
provisions of paragraphs 18 and 19 hereof.
21. No provision of this Contract shall protect or purport to protect G.T.
Global against any liability to the Company or holders of Class B shares of the
Funds for which G.T. Global would otherwise be liable by reason of willful
misfeasance, bad faith or negligence.
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<PAGE>
22. Unless sooner terminated in accordance with the provisions of
paragraphs 18 or 19 hereof, this Contract shall continue in effect with respect
to each Fund for periods of up to one year, but only so long as such continuance
is specifically approved at least annually (i) by vote of a majority of the
Directors of the Company who are not interested persons of the Company and who
have no direct or indirect financial interest in the Class B Plan or any
agreements relating to the Class B Plan, and who are not parties to this
Contract or interested persons of any such party as defined by the 1940 Act,
cast in person at a meeting called for the purpose of voting on such approval;
and (ii) either the Board of Directors of the Company or a vote of a majority of
the outstanding Class B shares of the Company as defined by the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunder duly authorized as
of the day and year first written above.
Attest: G.T. GLOBAL INVESTMENT PORTFOLIOS, INC.
/s/ Peter R. Guarino By:/s/ James W. Churm
- ------------------------------ -------------------------------
Attest: G.T. GLOBAL FINANCIAL
SERVICES, INC.
/s/ Peter R. Guarino By:/s/ William J. Guilfoyle
- ------------------------------ -------------------------------
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<PAGE>
EXHIBIT 99.6(c)
DISTRIBUTION CONTRACT
Advisor Class Shares
between G.T. INVESTMENT PORTFOLIOS, INC.
and G.T. GLOBAL FINANCIAL SERVICES, INC.
This distribution contract, dated as of June 1, 1995, between G.T.
INVESTMENT PORTFOLIOS, INC., a Maryland corporation ("Company"), and G.T.
GLOBAL FINANCIAL SERVICES, INC., a California corporation ("G.T. Global"), is
made with reference to the following facts:
A. The Company is an open-end management investment company.
B. G.T. Global has the facilities to sell and distribute the Advisor
Class shares of common stock of the various series established from time to
time by the Company ("Funds").
C. The Company's Board of Directors ("Board") has established Class A,
Class B and Advisor Class shares of each Fund.
D. The Company and G.T. Global have entered into a separate
distribution contract with respect to the Class A and Class B shares of the
Funds.
E. The Company and G.T. Global desire to enter into a distribution
contract with respect to the Advisor Class shares of the Funds.
NOW, THEREFORE, the parties agree as follows:
1. G.T. Global shall be the exclusive principal underwriter for the
sale of Advisor Class shares of each Fund, except as otherwise provided
pursuant to paragraph 19 hereof. The terms "Advisor Class shares of the Fund"
or "Advisor Class shares" as used herein shall mean Advisor Class shares of
common stock issued by the Funds.
2. In the sale of Advisor Class shares of each Fund, G.T. Global
shall act as agent of the Company except in any transaction in which G.T.
Global sells such Advisor Class shares as a dealer, in which event G.T.
Global shall act as principal for its own account.
3. The Company shall sell Advisor Class shares only through G.T.
Global except that the Company may at any time:
(a) Issue Advisor Class shares to any corporation, association,
trust, partnership, or other organization, or its, or their,
security holders, beneficiaries, or members, in connection
with a merger, consolidation, or reorganization to which the
Company is a party, or in connection with the
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acquisition of all or substantially all the property and assets
of such corporation, association, trust, partnership, or other
organization;
(b) Issue Advisor Class shares of a Fund at net asset value to
the holders of Advisor Class shares of the other Funds or
Advisor Class shares of other investment companies managed
by LGT Asset Management, Inc., pursuant to any exchange or
reinvestment option made available as described in the
current Prospectus of the Fund;
(c) Issue Advisor Class shares at net asset value to a Fund's
shareholders in connection with the reinvestment of
dividends and other distributions paid by the Fund;
(d) Issue Advisor Class shares of a Fund at net asset value to
the sponsor organization, custodian or depository of a
periodic or single payment plan, or similar plan for the
purchase of Advisor Class shares of the Fund, purchasing for
such plan;
(e) Issue Advisor Class shares of a Fund in the course of any
other transaction specifically provided for in the
Prospectus of the Fund, or upon obtaining the written
consent of G.T. Global thereto; or
(f) Sell Advisor Class shares outside of the North American
continent, Hawaii and Puerto Rico through such other
principal underwriter or principal underwriters as may be
designated from time to time by the Company, pursuant to
paragraph 19 hereof.
4. G.T. Global shall devote its best efforts to the sale of Advisor
Class shares of the Funds. G.T. Global shall maintain a sales organization
suited to the sale of Advisor Class shares of the Funds and shall use its
best efforts to effect such sales in countries as to which the Company shall
have expressly waived in writing its right to designate another principal
underwriter pursuant to paragraph 19 hereof, and shall effect and maintain
appropriate qualification to do so in all those jurisdictions in which it
sells or offers Advisor Class shares for sale and in which qualification is
required. G.T. Global shall use its best efforts to ensure that sales of
Advisor Class shares are made to investors eligible to invest in Advisor
Class shares, as defined in the Prospectuses of the Funds.
5. Advisor Class shares of a Fund sold to dealers shall be for resale
by such dealers only at the public offering price set forth in the effective
Prospectus relating to the Fund which is part of the Company's Registration
Statement in effect under the Securities Act of 1933, as amended ("1933
Act"), at the time of such offer or sale (herein, the "Prospectus").
6. In its sales to dealers, G.T. Global shall use its best efforts to
determine that such dealers are appropriately qualified to transact business
in securities under applicable laws, rules
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and regulations promulgated by such national, state, local or other
governmental or quasi-governmental authorities as may in a particular
instance have jurisdiction.
7. The applicable public offering price of Advisor Class shares of a
Fund shall be the price which is equal to the net asset value per Advisor
Class share. Net asset value per Advisor Class share shall be determined for
a Fund in the manner and at the time or times set forth in and subject to the
provisions of its Prospectus.
8. All orders for Advisor Class shares received by G.T. Global shall,
unless rejected by G.T. Global or the Company, be accepted by G.T. Global
immediately upon receipt and confirmed at an offering price determined in
accordance with the provisions of the Prospectus and the Investment Company
Act of 1940, as amended ("1940 Act"), and applicable rules in effect
thereunder. G.T. Global shall not hold orders subject to acceptance nor
otherwise delay their execution. In conformity with the rules of the NASD,
G.T. Global shall not accept conditional orders. The provisions of this
paragraph shall not be construed to restrict the right of the Company to
withhold Advisor Class shares of the Funds from sale under paragraph 16
hereof.
9. The Company or its transfer agent shall be promptly advised of all
orders received, and shall cause shares of Funds to be issued upon payment
received in accord with policies established by the Company and G.T. Global.
10. G.T. Global shall adopt and follow procedures as approved by the
officers of the Company for the confirmation of sales to dealers, the
collection of amounts payable by dealers on such sales, and the cancellation
of unsettled transactions, as may be necessary to comply with the requirements
of the NASD and the 1940 Act, as such requirements may from time to time exist.
11. G.T. Global shall receive no compensation for its services as a
principal underwriter under this Contract.
12. The Company agrees to use its best efforts to maintain its
registration as an open-end management investment company under the 1940 Act.
13. The Company agrees to use its best efforts to maintain an
effective prospectus relating to each Fund under the 1933 Act, and warrants
that such prospectus will contain all statements required by and will conform
with the requirements of the 1933 Act and the rules and regulations
thereunder, and that no part of any such prospectus, at the time the
Registration Statement of which it is a part is ordered effective, will
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements
therein not misleading. G.T. Global agrees and warrants that it will not in
the sale of Advisor Class shares of the Funds use any prospectus, advertising
or sales literature not approved by the Company or its officers nor make any
untrue statement of a material fact nor omit the stating of a material fact
necessary in order to make the statements made, in the light of the
circumstances under which they are made, not misleading. G.T. Global agrees
to indemnify and hold the Company harmless from any and all loss, expense,
damage and liability resulting from a
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<PAGE>
breach by G.T. Global of the agreements and warranties in this paragraph, or
from the use of any sales literature, information, statistics or other aid or
device employed in connection with the sale of Advisor Class shares not
approved by the Company and its officers.
14. The expense of each printing of each Prospectus and each revision
thereof or addition thereto ("Printing Costs") deemed necessary by the Company's
officers to meet the requirements of applicable laws shall be divided between
the Company, G.T. Global and any other principal underwriter of the Advisor
Class shares of the Funds as set forth in this Paragraph 14. G.T. Global shall
pay the Printing Costs for each Prospectus of the Funds except that the Funds
will be responsible for the payment of the Printing Costs for each Prospectus
provided to existing shareholders of Advisor Class shares.
15. The Company agrees to use its best efforts to qualify and maintain
the qualification of an appropriate number of the Advisor Class shares of
each Fund for sale under the securities laws of such states as G.T. Global
and the Company may approve. Any such qualification may be withheld,
terminated or withdrawn by the Company at any time in its discretion. The
expense of qualification and maintenance of qualification shall be borne by
the Company, but G.T. Global shall furnish such information and other
materials relating to its affairs and activities as may be required by the
Company or its counsel in connection with such qualification.
16. The Company and G.T. Global acknowledge that each has the right to
reject any order for the purchase of Advisor Class shares for any reason. In
addition, the Company may withhold Advisor Class shares from sale in any
state or country temporarily or permanently if, in the opinion of its
counsel, such offer or sale would be contrary to law or if the Board of
Directors or the President or any Vice President of the Company determines
that such offer or sale is not in the best interest of the Company. The
Company will give prompt notice to G.T. Global of any withholding and will
indemnify it against any loss suffered by G.T. Global as a result of such
withholding by reason of non-delivery of Fund Advisor Class shares after a
good faith confirmation by G.T. Global of sales thereof prior to receipt of
notice of such withholding.
17. (a) With respect to any Fund, this Contract may be terminated at
any time, without payment of any penalty, by the Company on thirty (30) days'
written notice to G.T. Global, or by G.T. Global on like notice to the
Company. Termination of this Contract with respect to Advisor Class shares of
one Fund shall not affect its continued effectiveness with respect to Advisor
Class shares of any other Fund.
(b) This contract may be terminated by either party upon five (5)
days' written notice to the other party in the event that the Securities and
Exchange Commission has issued an order or obtained an injunction or other court
order suspending effectiveness of the Registration Statement covering the
Advisor Class shares of the Funds.
(c) This Contract may also be terminated by the Company upon
five (5) days' written notice to G.T. Global, should the NASD expel G.T. Global
or suspend its membership in that organization.
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<PAGE>
(d) G.T. Global shall inform the Company promptly of the
institution of any proceedings against it by the Securities and Exchange
Commission, the NASD or any state regulatory authority.
18. This Contract shall automatically terminate in the event of its
assignment. The term "assignment" shall have the meaning defined in the 1940
Act.
19. With respect to any Fund, upon sixty (60) days' written notice to
G.T. Global, the Company may from time to time designate other principal
underwriters of Advisor Class shares with respect to areas other than the
North American continent, Hawaii, Puerto Rico and such countries as to which
the Company may have expressly waived in writing its right to make such
designation. In the event of such designation, the right of G.T. Global under
this Contract to sell Advisor Class shares in the areas so designated shall
terminate, but this Contract shall remain otherwise in full effect until
terminated in accordance with the provisions of paragraphs 17 and 18 hereof.
20. No provision of this Contract shall protect or purport to protect
G.T. Global against any liability to the Company or holders of Advisor Class
shares of the Funds for which G.T. Global would otherwise be liable by reason
of willful misfeasance, bad faith or negligence.
21. Unless sooner terminated in accordance with the provisions of
paragraph 17 or 18 hereof, this Contract shall continue in effect with
respect to each Fund for periods of up to one year, but only so long as such
continuance is specifically approved at least annually (i) by vote of a majority
of the Directors of the Company who are not parties to this Contract or
interested persons of any such party as defined by the 1940 Act, cast in
person at a meeting called for the purpose of voting on such approval; and
(ii) either the Board of Directors of the Company or a vote of a majority of
the outstanding voting securities of the Advisor Class shares of the Company
as defined by the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed in duplicate original by their officers thereunder duly
authorized as of the day and year first written above.
Attest: G.T. INVESTMENT PORTFOLIOS, INC.
/s/ PETER R. GUARINO By: /s/ HELGE KRIST LEE
- ---------------------------------- ---------------------------------
Peter R. Guarino Helge Krist Lee
Assistant Secretary Vice President and Secretary
Attest: G.T. GLOBAL FINANCIAL SERVICES, INC.
/s/ PETER R. GUARINO By: /s/ WILLIAM J. GUILFOYLE
- ---------------------------------- ---------------------------------
Peter R. Guarino William J. Guilfoyle
Assistant Secretary Senior Vice President
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<PAGE>
CUSTODIAN CONTRACT
Between
G.T. INVESTMENT PORTFOLIOS, INC.
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
PAGE
1. Employment of Custodian and Property to be Held By It 1
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 3
2.3 Registration of Securities 7
2.4 Bank Accounts 8
2.5 Payments for Shares 9
2.6 Availability of Federal Funds 9
2.7 Collection of Income 9
2.8 Payment of Fund Monies 10
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased 13
2.10 Payments for Repurchases or Redemptions of Shares
of the Fund 13
2.11 Appointment of Agents 14
2.12 Deposit of Funds Assets in Securities System 14
2.12A Fund Assets Held in the Custodian's Direct Paper System 17
2.13 Segregated Account 18
2.14 Ownership Certificates for Tax Purposes 19
2.15 Proxies 19
2.16 Communications Relating to Portfolio Securities 20
2.17 Proper Instructions 20
2.18 Actions Permitted Without Express Authority 21
2.19 Evidence of Authority 22
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 22
4. Records 23
5. Opinion of Fund's Independent Accountants 24
6. Reports to Fund by Independent Public Accountants 24
7. Compensation of Custodian 24
8. Responsibility of Custodian 25
<PAGE>
9. Effective Period, Termination and Amendment 26
10. Successor Custodian 28
11. Interpretive and Additional Provision 29
12. Additional Funds 29
13. Massachusetts Law to Apply 30
14. Prior Contracts 30
<PAGE>
CUSTODIAN CONTRACT
This Contract between G. T. Investment Portfolios, Inc., a corporation
organized and existing under the laws of Maryland, having its principal place of
business at 50 California Street, San Francisco, California 94111-4624
hereinafter called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian".
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund intends to initially offer shares in one series, the G.
T. Global Dollar Funds (such series together with all other series subsequently
established by the Fund and made subject to this Contract in accordance with
paragraph 12, being herein referred to as the "Portfolio(s)");
NOW THEREFOR, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of the
Portfolios of the Fund pursuant to the provisions of the Articles of
Incorporation. The Fund on behalf of the Portfolio(s) agrees to deliver to the
Custodian all securities and cash of the Portfolios, and all payments of income,
payments of principal or capital distributions received by it with respect to
all securities owned by the Portfolio(s) from
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time to time, and the cash consideration received by it for such new or treasury
shares of beneficial interest of the Fund representing interests in the
Portfolios, ("Shares") as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of a Portfolio held or
received by the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section 2.17),
the Custodian shall on behalf of the applicable Portfolio(s) from time to time
employ one or more sub-custodians, but only in accordance with an applicable
vote by the Board of Directors of the Fund on behalf of the applicable
Portfolio(s), and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-custodian so employed than any such sub-custodian has to the
Custodian.
2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE
CUSTODIAN
2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property, including all
securities owned by such Portfolio, other than (a) securities which are
maintained pursuant to Section 2.12 in a clearing agency which acts as a
securities depository or in a book-entry system authorized by the U. S.
Department of the Treasury, collectively referred to herein as "Securities
System" and (b) commercial paper of an issuer for which State Street Bank
and Trust Company acts as issuing and paying agent ("Direct
2
<PAGE>
Paper") which is deposited and/or maintained in the Direct Paper System of
the Custodian pursuant to Section 2.12A.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
securities owned by a Portfolio held by the Custodian or in a Securities
System account of the Custodian or in the Custodian's Direct Paper book
entry system account ("Direct Paper System Account") only upon receipt of
Proper Instructions from the Fund on behalf of the applicable Portfolio,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 thereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name
of the Portfolio or into the name of any nominee or nominees of
the
3
<PAGE>
Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.11 or into the name or nominee
name of any sub-custodian appointed pursuant to Article 1; or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units; PROVIDED that, in any such case, the new securities are to
be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall have
no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or readjustment
of the securities or the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any case,
the new securities and cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities
4
<PAGE>
or the surrender of interim receipt or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans of securities made by
the Portfolio, BUT ONLY against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Fund on
behalf of the Portfolio, which may be in the form of cash or
obligations issued by the United States government, its agencies
or instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Custodian's account
in the book-entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or responsible
for the delivery of securities owned by the Portfolio prior to
the receipt of such collateral;
11) For delivery as security in connection with any borrowings by the
Fund on behalf of the Portfolio requiring a pledge of assets by
the Fund on behalf of the Portfolio, BUT ONLY against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Securities Exchange Act of
1934 (the "Exchange Act") and a member of The National
Association
5
<PAGE>
of Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations regarding escrow or other
arrangements in connection with transactions by the Portfolio of
the Fund;
13) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian, and a
Futures Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market,
or any similar organization or organizations, regarding account
deposits in connection with transactions by the Portfolio of the
Fund;
14) Upon receipt of instructions from the transfer agent, ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to
the holders of shares in connection with distributions in kind,
as may be described from time to time in the currently effective
prospectus and statement of additional information of the Fund,
related to the Portfolio ("Prospectus"), in satisfaction of
requests by holders of Shares for repurchase or redemption; and
6
<PAGE>
15) For any other proper corporate purpose, BUT ONLY upon receipt of,
in addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the
Board of Directors or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities of the Portfolio
to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 REGISTRATION OF SECURITIES. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Portfolio or in
the name of any nominee of the Fund on behalf of the Portfolio or of any
nominee of the Custodian which nominee shall be assigned exclusively to the
Portfolio, UNLESS the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies
having the same investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in the name
or nominee name of any sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the Portfolio under the
terms of this Contract shall be in "street name" or other good delivery
from. If, however, the Fund directs the Custodian to maintain securities
in "street name", the Custodian shall utilize its best efforts only to
7
<PAGE>
timely collect income due the fund on such securities and to notify the
Fund on a best efforts basis or of relevant corporate actions including,
without limitation, pendency of calls, maturities, tender or exchange
offers.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the name of each Portfolio of the Fund, subject only
to draft or order by the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the
Portfolio, other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment
Company Act of 1940. Funds held by the Custodian for a Portfolio may be
deposited by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; PROVIDED, however, that every such
bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and
the funds to be deposited with each such bank or trust company shall on
behalf of each applicable Portfolio be approved by vote of a majority of
the Board of Directors of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
8
<PAGE>
2.5 PAYMENTS FOR SHARES. The Custodian shall receive from the distributor
for the Shares or from the Transfer Agent of the Fund and deposit into the
account of the appropriate Portfolio such payments as are received for
Shares of that Portfolio issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund on behalf of each
such Portfolio and the Transfer Agent of any receipt by it of payments for
Shares of such Portfolio.
2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund on
behalf of each applicable Portfolio and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions from the Fund on behalf of a
Portfolio, make federal funds available to such Portfolio as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of such Portfolio which are
deposited into the Portfolio's account.
2.7 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to registered securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to bearer securities if, on the date of payment
by the issuer, such securities are held by the Custodian or its agent
thereof and shall credit such income, as collected, to such Portfolio's
custodian account. Without limiting the generality of the foregoing, the
9
<PAGE>
Custodian shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. Income due each Portfolio
on securities loaned pursuant to the provisions of Section 2.2 (10) shall
be the responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund with
such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which
the Portfolio is properly entitled.
2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall pay out monies
of a Portfolio in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of
title to such options, futures contracts or options on futures
contracts to the Custodian (or any bank, banking firm or trust
company doing business in the United States or abroad which is
qualified under the Investment Company Act of 1940, as amended,
to act as a custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of the
Portfolio or in the name
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<PAGE>
of a nominee of the Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof; (c) in the case of
a purchase involving the Direct Paper System, in accordance with
the conditions set forth in Section 2.12A; (d) in the case of
repurchase agreements entered into between the Fund on behalf of
the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of
the securities either in certificate form or though an entry
crediting the Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of the receipt
evidencing purchase by the Portfolio of securities owned by
the Custodian along with written evidence of the agreement by
the Custodian to repurchase such securities from the Portfolio
or (e) for transfer to a time deposit account of the Fund in
any bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker
and/or the applicable bank pursuant to Proper Instructions
from the Fund as defined in Section 2.17;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
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3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating expenses
of the Fund whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.
12
<PAGE>
2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of securities for the account of a
Portfolio is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund on
behalf of such Portfolio to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.10 PAYMENT FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND. From such
funds as may be available for the purpose but subject to the limitations of
the Articles of Incorporation and any applicable votes of the Board of
Directors of the Fund pursuant thereto, the Custodian shall, upon receipt
of instructions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Portfolio, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholder. In connection with the redemption or repurchase of Shares of
the Fund, the Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
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<PAGE>
2.11 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time to time direct;
PROVIDED, however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.
2.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian may deposit
and/or maintain securities owned by a Portfolio in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U. S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
1) The Custodian may keep securities of the Portfolio in a
Securities System provided that such securities are represented
in an account ("Account") of the Custodian in the Securities
System which shall not include any assets of the Custodian other
than assets held as a fiduciary, custodian or otherwise for
customers;
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<PAGE>
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the account
of the Portfolio upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such payment and transfer for the account of the
Portfolio. The Custodian shall transfer securities sold for the
account of the Portfolio upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and payment
for the account of the Portfolio. Copies of all advices from the
Securities System of transfer of securities for the account of
the Portfolio shall identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the portfolio in the form of a written advice or
notice and shall furnish to the Fund on behalf of the portfolio
copies of daily transaction sheets reflecting each day's
15
<PAGE>
transactions in the Securities System for the account of the
Portfolio.
4) The Custodian shall provide the Fund for the Portfolio with any
report obtained by the Custodian on the Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System;
5) The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 9 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from
use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents
or of any of its or their employees or from failure of the
Custodian or any such agent to enforce effectively such rights as
it may have against the Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System
or any other person which the Custodian may have as a consequence
of any such loss or damage if and to the extent that the
Portfolio has not been made whole for any such loss or damage.
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2.12A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM
The Custodian may deposit and/or maintain securities owned by a Portfolio
in the Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct Paper System
will be effected in the absence of Proper Instructions from the
Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in an
account ("Account") of the Custodian in the Direct Paper System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the account
of the Portfolio upon the making of an entry on the records of
the Custodian to reflect such payment and transfer of securities
to the account of the Portfolio. The Custodian shall transfer
securities sold for the account of the Portfolio upon the making
of an entry on the records of the Custodian to reflect such
transfer and receipt of payment for the account of the Portfolio;
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<PAGE>
5) The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the
Portfolio, in the form of a written advice or notice, of Direct
Paper on the next business day following such transfer and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transaction in the
Securities System for the account of the Portfolio;
6) The Custodian shall provide the Fund on behalf of the Portfolio
with any report on its system of internal accounting control as
the Fund may reasonably request from time to time.
2.13 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio establish
and maintain a segregated account or accounts for and on behalf of each
such Portfolio, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 2.12 hereof, (i) in accordance with the
provisions of any agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
18
<PAGE>
regarding escrow or other arrangements in connection with transactions by
the Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contract or options thereon purchased or
sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, BUT ONLY, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the applicable
Portfolio, a certified copy of a resolution of the Board of Directors or of
the Executive Committee signed by an officer of the Fund and certified by
the Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be
proper corporate purposes.
2.14 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of each Portfolio held by it and in connection with
transfer of securities.
2.15 PROXIES. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such
19
<PAGE>
proxies are to be voted, and shall promptly deliver to the Portfolio such
proxies, all proxy soliciting materials and all notices relating to such
securities.
2.16 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund for each Portfolio all written information (including, without
limitation, pendency of calls and maturities or securities and expirations
of rights in connection therewith and notices of exercise of call and put
options written by the Fund of behalf of the Portfolio and the maturity of
futures contracts purchased or sold by the Portfolio) received by the
Custodian from issuers of the securities being held for the Portfolio.
With respect to tender or exchange offers, the Custodian shall transmit
promptly to the Portfolio all written information received by the Custodian
from issuers of the securities whose tender or exchange is sought and from
the party (or his agents) making the tender or exchange offer. If the
Portfolio desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Portfolio shall notify the
Custodian at least three business days prior to the date on which the
Custodian is to take such action.
2.17 PROPER INSTRUCTIONS. Proper Instructions as used throughout this Article
2 means a writing signed or initialed by one or more person or persons as
the Board of Directors shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to
20
<PAGE>
have been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all oral
instructions to be confirmed in writing, Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the
Board of Directors of the Fund accompanied by a detailed description of
procedures approve by the Board of Directors, Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Board of Directors and the Custodian
are satisfied that such procedures afford adequate safeguards for the
Portfolio's assets. For purposes of this Section, Proper Instructions
shall include instructions received by the Custodian pursuant to any
three-party agreement which requires a segregated asset account in
accordance with Section 2.13.
2.18 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its
discretion, without express authority from the Fund on behalf of each
applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Contract, PROVIDED that all such payments shall be accounted
for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
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<PAGE>
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Portfolio
except as otherwise directed by the Board of Directors of the
Fund.
2.19 EVIDENCE OF AUTHORITY. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other instrument
or paper believed by it to be genuine and to have been properly executed by
or on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Board of Directors of the Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such vote or
(b) of any determination or of any action by the Board of Directors
pursuant to the Articles of Incorporation Trust as described in such vote,
and such vote may be considered as in full force and effect until receipt
by the Custodian or written notice to the contrary.
3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors of the Fund to keep the
books of account of each Portfolio and/or compute the net asset value per share
of the outstanding shares of each Portfolio or, if directed in writing to do so
by the Fund on behalf of the Portfolio, shall itself keep such books of account
and/or compute such net asset value per share. If
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<PAGE>
so directed, the Custodian shall also calculate daily the net income of the
Portfolio as described in the Fund's currently effective prospectus related to
such Portfolio and shall advise the Fund and the Transfer Agent daily of the
total amounts of such net income and, if instructed in writing by an officer of
the Fund to do so, shall advise the Transfer Agent periodically of the division
of such net income among its various components. The calculations of the net
asset value per share and the daily income of each Portfolio shall be made at
the time or times described from time to time in the Fund's currently effective
prospectus related to such Portfolio.
4. RECORDS
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company Act
of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereunder, applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Fund. All
such records shall be the property of the Fund and shall at all times during the
regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the Securities and Exchange Commission. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by each Portfolio
and held by the Custodian and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
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<PAGE>
5. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
its activities hereunder in connection with the preparation of the Fund's Form
N-1A, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.
6. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each of the Portfolio at
such times as the Fund may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, shall be of sufficient scope and in sufficient detail, as may
reasonably be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.
7. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund on
behalf of each applicable Portfolio and the Custodian.
24
<PAGE>
8. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled
to rely on and may act upon advice of counsel (who may be counsel for the Fund)
on all matters, and shall be without liability for any action reasonably take or
omitted pursuant to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions effected by check
shall be in accordance with a separate Agreement entered into between the
Custodian and the Fund.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the
25
<PAGE>
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose for the benefit of a Portfolio or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of the applicable Portfolio shall be security therefor and
should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of such Portfolio's assets to
the extent necessary to obtain reimbursement.
9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty(30) days
after the date of such delivery or mailing; PROVIDED, however that the Custodian
shall not with respect to a Portfolio act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Fund has approved the initial use
of a particular Securities System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has
26
<PAGE>
reviewed the use by such Portfolio of such Securities System, as required in
each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and
that the Custodian shall not with respect to a Portfolio act under Section 2.12A
hereof in the absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board of Directors has approved the initial use
of the Direct Paper System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has reviewed the use by such Portfolio of the Direct Paper System;
PROVIDED FURTHER, however, that the Fund shall not amend or terminate this
Contract in contravention of any applicable federal or state regulations, or any
provision of the Articles of Incorporation, and further provided, that the Fund
on behalf of one or more of the Portfolios may at any time by action of its
Board of Directors (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
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10. SUCCESSOR CUSTODIAN
If a successor custodian for the Fund, of one or more of the Portfolios
shall be appointed by the Board of Directors of the Fund, the Custodian shall,
upon termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank' as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its won selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,00,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Portfolio and to transfer
to an account of such successor custodian all the securities of each such
Portfolio held in any Securities System.
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Thereafter, such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios, may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of Incorporation of the Fund.
No interpretive or additional provision made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
12. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to the G.T. Global Dollar Fund with respect to which it desires to have
the Custodian render
29
<PAGE>
services as custodian under the terms hereof, it shall so notify the Custodian
in writing, and if the Custodian agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
13. MASSACHUSETTS LAW TO APPLY
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
14. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund on behalf of each of the Portfolios and the Custodian
relating to the custody of the Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 1st day of May, 1989.
ATTEST G.T. INVESTMENT PORTFOLIOS, INC.
/s/ Carol Sullivan By /s/ James W. Churm
- ------------------------------ -------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ Claire E. Rodowicy By: /s/ Ronald E. Logue
- ------------------------------ -------------------------------
Assistant Secretary Senior Vice President
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<PAGE>
TRANSFER AGENCY CONTRACT BETWEEN
G.T. INVESTMENT PORTFOLIO, INC.
AND
G.T. GLOBAL INVESTOR SERVICES, INC.
This Transfer Agency Contract ("Contract") is made as of May 25, 1990
between G. T. Investment Portfolios, Inc. ("Investment Portfolio"), a Maryland
corporation, and G. T. Global Investor Services, Inc. ("G.T."), a California
corporation.
WHEREAS, Investment Portfolios is registered under the Investment Company
Act of 1940, as amended ("1940 Act"), as an open-end management investment
company; and
WHEREAS, Investment Portfolios currently operates one mutual fund,
organized as a distinct series of the common stock of Investment Portfolios; and
WHEREAS, Investment Portfolios may from time-to-time in the future
establish one or more additional funds, each organized as a separate and
distinct series of common stock of Investment Portfolios (Investment Portfolios'
existing fund and such funds as may hereafter be established are referred to in
this Contract as the "Funds," and may singly be referred to as a "Fund"); and
WHEREAS, Investment Portfolios desires to retain G.T. to act as transfer
agent and dividend disbursing agent to each of the Funds, and G.T. is willing
to act in such capacities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
I. APPOINTMENT
Investment Portfolios hereby appoint G.T. to act as transfer agent and
dividend disbursing agent of each Fund for the period and on the terms set forth
in this Contract. G.T. accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
II. DEFINITIONS
As used in this Contract, the following terms shall have the definition
ascribed to them in this Paragraph.
(A) "Agent" means a broker, dealer or other agent authorized to act on
behalf of a Shareholder in transactions involving Shares.
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(B) "Agent Firm" means an investment, stock brokerage or other business
firm employing an Agent.
(C) "Authorized Person" means any officer of Investment Portfolios and any
other person, whether or not any such person is an officer or employee of
Investment Portfolios, duly authorized by the Board of Directors, the President
or any Vice President of Investment Portfolios to give Oral and Written
Instructions on behalf of Investment Portfolios. Investment Portfolios will
provide to G.T. and keep current a written list of all Authorized Persons.
(D) "Custodian" means the custodian or custodians employed by Investment
Portfolios to maintain custody of the Funds' assets.
(E) "Distributor" means the principal underwriter of the Shares of each
Fund.
(F) "Governing Corporate Documents" means the Articles of Incorporation,
By-Laws and other applicable governing corporate documents of Investment
Portfolios, all as may be amended from time-to-time.
(G) "Oral Instructions" means oral instructions actually received by G.T.
from an Authorized Person or from a person reasonably believed by G.T. to be an
Authorized Person.
(H) "Prospectus" means the current prospectus and statement of additional
information of a Fund, taken together.
(I) "Shares" means shares of common stock of any of the Funds.
(J) "Shareholder" means the owner of Shares.
(K) "Written Instructions" means written instructions delivered by hand,
mail, tested telegram or telex, cable, or facsimile sending device, received by
G.T. and signed by an Authorized Person.
III. AUTHORIZED AND REGISTERED SHARES
(A) As of the date if this Contract, Investment Portfolios represents
that one billion Shares are authorized for issuance under Investment Portfolios'
Articles of Incorporation, as amended, and that of this amount 100 million
Shares have been classified as Shares of the G.T. Money Market Fund. Investment
Portfolios agrees to keep G.T. apprised, to the extent necessary for G.T. to
adequately perform its duties hereunder, of the number of shares of each Fund
authorized for issuance.
(B) As of the date of this Contract, Investment Portfolios has filed a
declaration of its registration under the Securities Act of 1933 ("1933 Act") of
an indefinite under of
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Shares pursuant to rule 24f-2 under the 1940 Act; Investment Portfolios agrees
to notify G.T. immediately if this declaration is terminated, and thereafter to
keep G.T. reasonably apprised of the number of shares registered under the 1933
Act.
IV. COMPLIANCE BY G.T. WITH GOVERNING CORPORATE DOCUMENTS, PROSPECTUS
AND APPLICABLE LAW AND REGULATION
All of G.T.'s actions in fulfilling its responsibilities under this
Contract shall be made in accordance with the Prospectus, the Governing
Corporate Documents, the rules and regulations of the Securities and Exchange
Commission and the laws and regulations of the State of Maryland relating to the
issuance and transfer of securities such as the Shares.
V. RECORDS
(A) G.T. shall maintain records of the accounts for each Shareholder which
include the following information with respect to each Fund:
(1) name, address and United States Taxpayer Identification Number;
(2) number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers and
denominations;
(3) historical information regarding the account of each Shareholder,
including dividends and distributions paid and the date and price of all
transactions in a Shareholder's account;
(4) any stop or restraining order placed against a Shareholder's
account;
(5) any correspondence relating to the current maintenance of
shareholder's account;
(6) information with respect to all tax withholdings;
(7) any information required to enable G.T. to perform any
calculations contemplated or required by this Agreement or that may reasonably
be requested by Investment Portfolios.
(B) The books and records pertaining to Investment Portfolios which are in
the possession of G.T. shall be the property of Investment Portfolios. Such
books and records shall be prepared and maintained as required by the 1940 Act
and other applicable laws, rules and regulations. Investment Portfolios or its
authorized representatives shall have access to such books and records at all
times during G.T.'s
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normal business hours. Upon the reasonable request of Investment Portfolios,
copies of any such books and records shall be provided by G.T. to Investment
Portfolios or its authorized representatives, at Investment Portfolios'
expense.
VI. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
In the absence of contrary Written Instructions, G.T. is authorized to take
the following actions in providing services under this Contract, all in
accordance with the provisions of the Prospectus:
(A) SHARE TRANSACTIONS -- UNCERTIFICATED SHARES
(1) ISSUANCE OF SHARES. Upon receipt by G.T. of a purchase order for
Shares from the Distributor or directly from an investor or an investor's Agent,
upon the further receipt by G.T. of sufficient information necessary to enable
G.T. to establish an account, and after confirmation of receipt of payment for
such Shares, G.T. shall create an account and issue and credit Shares to such
account.
(2) TRANSFER OF SHARES. When the Distributor, a Shareholder or a
Shareholder's Agent provides G.T. with instructions to transfer Shares on the
books of a Fund, and G.T. further receives such documentation as is necessary to
process the transfer, G.T. shall transfer the registration of such Shares and if
necessary deliver them pursuant to such instructions.
(3) REDEMPTIONS. Upon receipt of a redemption order from the
Distributor, a Shareholder or a Shareholder's Agent, G.T. shall redeem the
number of Shares indicated thereon from the redeeming Shareholder's account and
receive from the pertinent Fund's custodian and disburse to the redeeming
Shareholder or the Shareholder's Agent, if so instructed, the redemption
proceeds therefor.
(B) SHARE TRANSACTION -- CERTIFICATED SHARES
(1) Investment Portfolios shall supply G.T. with a sufficient supply
of certificates representing Shares, in the form approved from time to time by
the Board of Directors or officers of Investment Portfolios, and, from
time-to-time, shall replenish such supply upon the request of G.T. Certificates
shall be property executed, manually or by facsimile signature, by the duly
authorized officers of Investment Portfolios. Notwithstanding the death,
resignation or removal of any officer of Investment Portfolios, such executed
certificates bearing the manual or facsimile signature of such officer shall
remain valid and may be issued to Shareholders until G.T. is otherwise directed.
(2) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof, unless
there shall first have been furnished an appropriate bond of indemnity issued by
surety company approved by G.T.
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(3) Upon receipt of written instructions from a Shareholder or a
Shareholder's Agent of uncertificated Shares for a certificate in the number of
shares in the Shareholder's account, G.T. shall issue the requested certificate
and deliver it to the Shareholder in accordance with the Shareholder's
instructions.
(4) G.T. shall process all orders for the purchase, transfer,
redemption and exchange of certificated Shares in the same fashion as it
processes such orders for uncertificated Shares, as specified in subparagraph
VI(A) of this Contract, provided that, as specified in the Prospectus, G.T.
receives properly executed and completed certificates and stock power transfers
or similar documents necessary to effectuate the contemplated transaction.
(5) Upon receipt of certificates, which shall be in proper form for
transfer, together with Shareholder's instructions to hold such certificates for
safekeeping, G.T. shall reduce such Shares to uncertificated status, while
retaining the appropriate registration in the name of the Shareholder upon the
transfer books.
(C) SPECIAL INVESTMENT AND WITHDRAWAL PLANS. G.T. shall process
transactions of Shareholders participating in any special investment and/or
withdrawal plans or programs established by Investment Funds or the Distributor
with respect to Shares, such as automatic investment plans, systematic
withdrawal plans and dollar cost averaging investing programs, in accordance
with the terms of such plans or programs as provided to G.T. Investment
Portfolios or the Distributor.
VII. RELIANCE BY G.T. ON INSTRUCTIONS
Unless otherwise provided in this Contract, G.T. shall act only upon Oral
or Written Instructions (collectively, "Instructions"). G.T. shall be entitled
to rely upon any Instructions actually received by it under this Contract.
Investment Portfolios agrees that G.T. shall incur no liability to Investment
Portfolios in acting upon Instructions given to G.T. hereunder, provided that
such Instructions reasonably appear to have been received from an Authorized
Person.
VIII. DIVIDENDS AND DISTRIBUTION
(A) Investment Portfolios shall furnish G.T. with appropriate evidence of
action by Investment Portfolios' board of directors declaring dividends and
distributions and authorizing their payment as described in the Prospectus.
After deducting any amount required to be withheld by any applicable tax laws,
rules and regulations or other applicable laws, rules and regulations, in
accordance with the instructions in proper form from a Shareholder and the
provisions of the Governing Corporate Documents and Prospectus, G. T. shall
issue and credit the account of the Shareholder with Shares or pay such
dividends for distributions to the Shareholder in cash, upon the election of the
Shareholder as provided for in the Prospectus. In lieu of receiving from the
Custodian and paying to Shareholders cash dividends or distributions, G.T. may
arrange for the
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direct payment of cash dividends and distributions to Shareholders by the
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among Investment Portfolios, G. T. and the
Custodian.
(B) G. T. shall prepare and file with the Internal Revenue Service and
other appropriate taxing authorities, and address and mail to Shareholders, such
returns and information relating to dividends and distributions paid by the
Funds as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of
Investment Portfolios, G.T. shall mail certain requests for Shareholders'
certifications under penalties of perjury of taxpayer identification numbers
and/or other information and pay on a timely basis to the appropriate Federal
authorities any taxes withheld on dividends and distributions paid by a Fund,
all as required by applicable Federal tax laws and regulations.
IX. COMMUNICATIONS WITH SHAREHOLDERS
(A) COMMUNICATIONS TO SHAREHOLDERS. G.T. will address and mail all
communications by Investment Portfolios to the shareholders of the Funds,
including reports to Shareholders, confirmations of purchases and sales of
Shares, periodic account statements, dividend and distribution notices and proxy
materials for meetings of shareholders. G. T. will receive and tabulate the
proxy cards for meetings of Shareholders, and if requested by Investment
Portfolios, attend meetings of Shareholders for purposes of reporting on and
certifying such tabulations.
(B) CORRESPONDENCE. G.T. will answer such correspondence from
Shareholders, Agents and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon by G.T. and
Investment Portfolios.
X. OTHER ONGOING SERVICES
As requested by Investment Portfolios, G.T. shall also provide the
following services on an ongoing basis:
(A) Furnish to Investment Portfolios or its designated agent such
state-by-state registration reports reasonably necessary to enable Investment
Portfolios to keep current the registration of its shares with state securities
authorities.
(B) Provide toll-free phone lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity.
(C) File with the Internal Revenue Service such information on behalf of
each Shareholder as is required by law.
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(D) Provide Investment Portfolios with Shareholder lists and such
statistical information as Investment Portfolios reasonably may request.
(E) Provide the Custodian with such information as Investment Portfolios
or the Custodian reasonably may request.
(F) Mail duplicate confirmations and/or statements to Agents with respect
to their clients' accounts and transactions in Shares, whether such transactions
were executed through such Agents or directly through G.T.
(G) Provide detail for confirmations and/or statements to be provided to
Shareholders by Agent Firms, and provide such other Shareholder accounting
information to Agent Firms as may be agreed upon between Investment Portfolios
and G.T.
(H) Provide to the custodian timely notification of Share transactions and
such other information as may be agreed upon from time to time by Investment
Portfolios, G.T. and the Custodian.
XI. COOPERATION WITH ACCOUNTANTS
G.T. shall cooperate with Investment Portfolios' independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Contract to assure that all necessary information is made
available to such accountants for the timely expression of their opinion with
respect to the financial statements of the Funds.
XII. CONFIDENTIALITY
G.T. agrees on behalf of itself and its employees to treat confidentially
all records and other information relative to the Funds and their prior, present
or potential Shareholders, except after prior notification to and approval in
writing by Investment Portfolios, which approval shall not be unreasonably
withheld and may not be withheld when G.T. may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested do divulge such
information by duly constituted authorities, or when so requested by the Fund.
XIII. COMPENSATION
As compensation for the services rendered by G.T. during the term of this
Contract, each Fund will pay to G.T. monthly fees that shall be agreed to from
time to time by Investment Portfolios and G.T. In addition, as may be agreed to
from time to time by Investment Portfolios and G.T., each Fund shall reimburse
G.T. for certain expenses incurred by G.T. in rendering services with respect to
that Fund under this Contract.
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XIV. STANDARD OF CARE
(A) In the performance of its duties hereunder, G.T. shall be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits to ensure the accuracy and completeness of all services
provided under this Contract.
(B) G.T. shall be under no duty to take any action on behalf of Investment
Portfolios except as specifically set forth herein or as may be specifically
agreed to by G.T. in writing.
(C) G.T. shall be responsible and liable for all losses, damages and costs
(including reasonable attorneys fees) incurred by Investment Portfolios which is
due to or caused by G.T.'s negligence in the performance of its duties under
this Contract or for G.T.'s negligent failure to perform such duties as are
specifically ascribed to G.T. in this Contract; provided that, to the extent
that duties, obligations and responsibilities are not expressly set forth in
this Contract, G.T. shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or gross negligence on the part of
G.T. or reckless disregard by G.T. of such duties, obligations and
responsibilities.
(D) Without limiting the generality of the foregoing subparagraphs of this
Paragraph XIV or of any other provision of this Contract, in connection with
G.T.'s duties under this Contract G.T. shall not be under any duty or obligation
to inquire into and shall not be liable for or in respect of:
(1) the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Contract, if any, and which G.T. reasonably
believes to be genuine;
or
(2) delays or errors or loss of data occurring by reason of
circumstances beyond G.T.'s control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, mechanical breakdown,
earthquake, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply.
XV. RECEIPT OF ADVICE
(A) ADVICE OF INVESTMENT PORTFOLIOS. If G.T. is in doubt as to any
action to be taken or omitted by it, G.T. may request and shall receive from
Investment Portfolios directions or advice including Oral or Written
Instructions where appropriate.
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(B) ADVICE OF COUNSEL. If G.T. is in doubt as to any question of law
involved in any action to be taken or omitted by it, G.T. may request advice
from counsel of its own choosing (who may also be counsel for Investment
Portfolios, the Distributor and/or the investment adviser or Investment
Portfolios).
(C) CONFLICTING ADVICE. In case of conflict between directions, advice
or Oral or Written Instructions received by G.T. pursuant to subparagraph (A) of
this Paragraph and advice received by G.T. pursuant to subparagraph (b) of this
Paragraph, G.T. shall be entitled to rely on and follow the advice received
pursuant to subparagraph (B) alone.
(D) PROTECTION OF G.T.
(1) G.T. shall be protected in any action or inaction which it takes
in reliance on any directions, advice or Oral or Written Instructions received
pursuant to subparagraphs (A) or (B) of this Paragraph which G.T., after receipt
of any such directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be.
(2) Notwithstanding the foregoing, nothing in this Paragraph shall be
construed as imposing upon G.T. any obligation (a) to seek such directions,
advice or Oral or Written Instructions, or (b) to act in accordance with such
directions advice or Oral or Written Instructions when received, unless, under
the terms of another provision of this Contract, the same is a condition to
G.T.'s properly taking or omitting to take such actions.
XVI. INDEMNIFICATION OF G.T.
Investment Portfolios agrees to indemnify and hold harmless G.T. and its
nominees and sub-contractors, if any, from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1940 Act, the Securities Exchange Act of 1934,
the Commodities Exchange Act, and any state and foreign securities and blue sky
laws, all as or to be amended from time to time) and expenses, including
(without limitation) reasonable attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which G.T. takes or does or
omits to take or do:
(A) at the request or on the direction of or in reliance upon the advice
of Investment Portfolios;
(B) upon Oral or Written Instructions; or
(C) in the performance by G.T. of its responsibilities under this
Contract;
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PROVIDED that G.T. shall not be indemnified against any liability to Investment
Portfolios or the Shareholders (or any expenses incident to such liability)
arising out of G.T.'s own willful misfeasance, bad faith or negligence or
reckless disregard of its duties in connection with the performance of its
duties and obligations specifically described in this Contract.
XVII. INDEMNIFICATION OF INVESTMENT PORTFOLIOS
G. T. agrees to indemnify and hold harmless Investment Portfolios from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the 1940 Act, the
Securities Exchange Act of 1934, the Commodities Exchange Act, and any state and
foreign securities and blue sky laws, all as or to be amended from time to time)
and expenses, including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or omission of
G.T. that does not meet the standard of care to which G.T. is subject under
Paragraph XIV of this Contract.
XVIII. DURATION AND TERMINATION
This Contract shall continue with respect to each Fund until termination
with respect to that Fund by Investment Portfolios or G.T. on sixty (60) days'
prior written notice.
XIX. REGISTRATION AS A TRANSFER AGENT
G.T. represents that it is currently registered as a transfer agent with
the Securities and Exchange Commission, and that it will remain so registered
for the duration of this Contract. G.T. agrees that it will promptly notify
Investment Portfolios in the event of any material change in its status as a
registered transfer agent. Should G.T. fail to be registered with the
Securities and Exchange Commission as a transfer agent at any time during the
term of this Contract, Investment Portfolios may immediately terminate this
Contract, upon written notice to G.T.
XX. NOTICES
All notices and other communications hereunder, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices with respect to a party shall be directed to
such address as may from time to time be designated by that party to the other.
XXI. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effect the purposes of this Contract.
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XXII. AMENDMENTS
This Contract or any part hereof may be amended only by an instrument in
writing signed by both parties hereto.
XXIII. COUNTERPARTS
This Contract may be executed in two or more counterparts each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
XXIV. MISCELLANEOUS
This Contract embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating
to the subject matter hereof, provided that the parties may embody in one or
more separate documents their agreement or agreements with respect to such
matters that this Contract provides may be later agreed to by and between the
parties from time to time. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract shall be governed by and construed in accordance with California law.
If any provision of this Contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Contract shall not
be affected thereby. This Contract shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF , the parties hereto have caused this Contract to be
executed by their officers designated below on the day and year first written
above.
G.T. INVESTMENT PORTFOLIOS, INC.
Attest:/s/ Patricia J. Wojner By: /s/ James R. Tufts
------------------------- -------------------------------
G.T. GLOBAL INVESTOR
SERVICES, INC.
Attest:/s/ Patricia J. Wojner By: /s/ James W. Churm
------------------------- -------------------------------
11
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BROKER/DEALER SALES CONTRACT SALES CONTRACT
Between: G. T. GLOBAL FINANCIAL SERVICES, INC.
General Distributor of the
G.T. Global Group of Funds
50 California Street, 27th Floor
San Francisco, CA 94111
and:
-----------------------------------
-----------------------------------
-----------------------------------
Phone
-----------------------------
Date
-----------------------------
As a general distributor of the G. T. Global Group of Funds (the "Funds"),
we agree to sell you, subject to any limitations imposed by any of the Funds and
subject to confirmation by us in each instance, shares issued by the Funds
("Shares"). The Funds shall also include any registered investment company with
which we now have or hereafter have signed an agreement.
1. You will receive a discount from the public offering price on all
Shares purchased by you from us and may receive other compensation, determined
as outlined in the then current Prospectuses of the respective Funds. The range
of current dealer discounts and other compensation may be obtained at any time
upon request.
2. We reserve the right to cancel this agreement at any time without
notice if any Shares shall be offered for sale by you at less than the then
current public offering price determined by or for the respective Funds.
3. We will furnish you, without charge and on request, reasonable
quantities of the Funds' Prospectuses, shareholder reports and sales material.
4. We will furnish you on request with public offering prices for the
Shares in accordance with the then current Prospectuses of the respective Funds,
and you agree to quote such prices subject to confirmation by us on any Shares
offered to you for sale. Your attention is called specifically to the fact that
each price is always subject to confirmation, and will be the price next
computed after receipt of an order.
5. Under this agreement you act as principal and are not employed by us
as a broker, agent or employee; you are not authorized to act for us nor to make
any representation on our behalf; and in purchasing or selling Shares hereunder
you rely only upon the current Prospectus and Statement of Additional
Information and upon such written representations as may hereafter be made by us
to you over our signature. You also agree that every effort shall be made by
you to place Shares on an investment basis.
<PAGE>
Broker/Dealer Sales Contract Sales Contract
Page 2
6. Each party hereto represents that it is a member of the National
Association of Securities Dealers, Inc., and agrees to abide by all of its Rules
of Fair Practice, including, without limitation, the following provisions:
(a) You shall not withhold placing customers' orders for any Shares so as
to profit yourself as a result of such withholding. We shall not purchase any
Shares from the Funds except for the purpose of covering purchase orders already
received, and you shall not purchase any Shares from us other than for
investment except for the purpose of covering purchase orders already received.
(b) If any Shares purchased by you are repurchased by the Fund which
issued the same or by us for the account of such Fund, or are tendered for
redemption, within seven business days after confirmation by us of the original
purchase order for such Shares (1) you agree to forthwith refund to us the full
concession allowed to you on the original sale, such refund to be paid by us to
the Fund whose Shares have been so repurchased upon receipt and (2) we shall
forthwith pay to such Fund that part of the discount retained by us on the
original sale. Notice will be given to you of any such repurchase or
redemption within ten days of the date on which the certificate is delivered to
us or to such Fund.
(c) Neither party to this agreement shall, as principal, purchase any
Shares from a record holder at a price lower than the net asset value next
computed by or for the issuer thereof. Nothing in this subparagraph shall
prevent you from selling Shares for the account of a record holder to us or to
the Fund which issued such Shares at the net asset value then quoted by or for
such Fund and charging the investor a fair commission for handling the
transaction.
7. Either party hereto may cancel this agreement upon ten days' notice.
Furthermore, as a general distributor we reserve the priviledge of revising the
discount or other compensation referred to herein upon ten days' written notice,
which will be deemed given by supplementing or amending the Prospectus or
Statement of Additional Information of a Fund.
8. This agreement shall be binding upon receipt by us in San Francisco,
California, of a counterpart hereof duly accepted and signed by you, and shall
be construed in accordance with the laws of California.
Accepted: G. T. GLOBAL FINANCIAL
--------------------- SERVICES, INC.
Company Name
By: By: /s/ David A. Minella
-------------------------- ------------------------------
Signature David A. Minella, President
--------------------------
Print Name and Date
<PAGE>
BANK SALES CONTRACT SALES CONTRACT
Between : G.T. GLOBAL FINANCIAL SERVICES, INC.
General Distributor of the
G.T. Global Group of Funds
50 California Street, 27th Floor
San Francisco, CA 94111
(415) 392-6181
and:
-----------------------------------
-----------------------------------
-----------------------------------
(the "Bank")
Date
-----------------------------
As a general distributor of the G.T. Global Group of Funds (the "Funds"),
we agree to sell to the Bank's customers, through the Bank as their agent,
subject to any limitations imposed by any of the Funds and subject to
confirmation by us in each instance, shares issued by the Funds ("Shares"). The
Fund shall also include any registered investment company with which we now have
or hereafter have signed a principal underwriter's agreement.
1. The Bank will receive an agency commission, consisting of a portion of
the public offering price on all Shares purchased by the Bank as agent for its
customers from us, determined on the same basis as the "dealer discount"
described in the then current Prospectus and Statement of Additional Information
of the Fund, and such other compensation to dealers as may be described in such
Procpectus and Statement of Additional Information. The range of current dealer
discounts and other compensation may be obtained at any time upon request. On
the settlement date of each transaction, the Bank will remit the full purchase
price less an amount equal to its agency commission. Remittance of the full
purchase price less the Bank's agency commission shall be made to, and received
by us within seven (7) business days after acceptance of its order or such
shorter time as may be required by law or applicable rules of the National
Association of Securities Dealers ("NASD"). If such payment is not received by
us within such period, we reserve the right, with prior notice, forthwith to
cancel the sale, or, at our option, to sell the shares ordered by the Bank back
to the Fund, in which latter case we may hold the Bank responsible for any loss
suffered by us or by the Fund resulting from the Bank's failure to make payment
aforesaid. On any order sent directly to us by a customer of the Bank, we will
remit the Bank's agency commission on such transaction to the Bank.
2. We reserve the right to cancel this agreement at any time without
notice if any Shares shall be offered for sale by the Bank to its customers at
less than the then current public offering prices determined by or for the
respective Funds.
<PAGE>
BANK SALES CONTRACT SALES CONTRACT
Page 2
3. We will furnish the Bank, without charge and on request, reasonable
quantities of the Funds' Prospectuses, shareholder reports and sales material.
4. We will furnish the Bank on request with public offering prices for
the Shares in accordance with the then current Prospectuses of the respective
Funds, and the Bank agrees to quote such prices subject to confirmation by us on
any Shares offered to the Bank for sale. The Bank's attention is called
specifically to the fact that each price is always subject to confirmation, and
will be the price next computed after receipt of an order.
5. Under this agreement the Bank acts as agent for its customers and is
not employed by us as broker, agent or employee; the Bank is not authorized to
act for us nor to make any representations on our behalf; and in purchasing or
selling Shares hereunder the Bank relies only upon the current Prospectus and
Statement of Additional Information and upon such written representations as may
hereafter be made by us to the Bank over our signature. The Bank also agrees
that every effort shall be made by the Bank to place Shares on an investment
basis.
6. The Bank warrants and represents to us that the Bank is a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Act"),
and that at the time of each transaction in Fund shares under this agreement it
shall not be required to register as a broker or dealer under the Act. The Bank
shall certify to us from time to time at our request that this warranty and
representation continues to be correct. The Bank furthermore agrees to abide by
all of the Rules of Fair Practice of the NASD applicable to the sale of
investment company shares to its customers including, without limitation, the
following provisions:
(a) The Bank shall not withhold placing customers' orders for any Shares
so as to profit itself as a result of such withholding. We shall not purchase
any Shares from the Funds except for the purpose of covering purchase orders
already received, and the Bank shall not purchase any Shares from us other than
as agent for the purpose of covering purchase orders already received from its
customers.
(b) If any Shares purchased by the Bank as agent for its customers are
repurchased by the Fund which issued the same or by us for the account of such
Fund, or are tendered for redemption, within seven business days after
confirmation by us of the original purchase order for such Shares (1) the Bank
agrees to forthwith refund to us the full agency commission paid to the Bank on
the original sale, such refund to be paid by us to the Fund whose Shares have
been so repurchased upon receipt and (2) we shall forthwith pay to such Fund
that part of the discount retained by us on the original sale. Notice will be
given to the Bank of any such repurchase or redemption within ten days of the
date on which the certificate is delivered to us or to such Fund.
<PAGE>
BANK SALES CONTRACT SALES CONTRACT
Page 3
(c) Neither party to this agreement shall purchase any Shares from a
record holder at a price lower than the net asset value next computed by or for
the issuer thereof. Nothing in this subparagraph shall prevent the Bank from
selling Shares for the account of a record holder to us or to the issuer thereof
at the net asset value then quoted by or for such issuer and charging the
investor a fair commission for handling the transaction.
7. Either party hereto may cancel this agreement upon ten days' written
notice. The Bank will immediately notify us, and terminate this agreement in
the event that it becomes excluded from the definition of "bank" under the Act
or is otherwise required to register as a broker or dealer under the Act.
Furthermore, as a general distributor we reserve the privilege of revising the
commission or other compensation referred to herein, which is the basis for
determining the Bank's agency commission, upon ten days' written notice, which
notice will be deemed given by supplementing or amending the Prospectus or
Statement of Additional Information of a Fund.
8. The customers in question are for all purposes the Bank's customers
and not our customers. We shall execute transactions for each of the Bank's
customers only upon its authorization it being understood in all cases that (a)
the Bank is acting as the agent for the customer; (b) the transactions are
without recourse against the Bank by the customer; (c) as between the Bank and
the customer, the customer will have full beneficial ownership of the shares;
and (d) each transaction is initiated solely upon the order of the customer and
not for the Bank's account.
9. This agreement shall be binding upon receipt by us in San Francisco,
California, of a counterpart hereof duly accepted and signed by the agent, and
shall be construed in accordance with the laws of California.
Accepted: G. T. GLOBAL FINANCIAL
--------------------- SERVICES, INC.
Bank Name
By: By: /s/ David A. Minella
-------------------------- ------------------------------
Signature David A. Minella, President
--------------------------
Print Name and Date
<PAGE>
AGENT SALES CONTRACT SALES CONTRACT
Between : G.T. GLOBAL FINANCIAL SERVICES, INC.
General Distributor of the
G.T. Global Group of Funds
50 California Street, 27th Floor
San Francisco, CA 94111
(415) 392-6181
and:
-----------------------------------
-----------------------------------
-----------------------------------
(the "Agent")
Date
-----------------------------
As a general distributor of the G.T. Global Group of Funds (the "Funds"),
we agree to sell to the Agent's customers, through the Agent as their agent,
subject to any limitations imposed by any of the Funds and subject to
confirmation by us in each instance, shares issued by the Funds ("Shares"). The
Fund shall also include any registered investment company with which we now have
or hereafter have signed a principal underwriter's agreement.
1. The Agent will receive an agency commission, consisting of a portion
of the public offering price on all Shares purchased by the Agent as agent for
its customers from us, determined on the same basis as the "dealer discount"
described in the then current Prospectus and Statement of Additional Information
of the Fund, and such other compensation to dealers as may be described in such
Prospectus and Statement of Additional Information. The range of current dealer
discounts and other compensation may be obtained at any time upon request. On
the settlement date of each transaction, the Agent will remit the full purchase
price less an amount equal to its agency commission. Remittance of the full
purchase price less the Agent's agency commission shall be made to, and receive
by us within seven (7) business days after acceptance of its order or such
shorter time as may be required by law or applicable rules of the National
Association of Securities Dealers ("NASD"). If such payment is not received by
us within such period, we reserve the right, with prior notice, forthwith to
cancel the sale, or, at our option, to sell the shares ordered by the Agent back
to the Fund, in which latter case we may hold the Agent responsible for any loss
suffered by us or by the Fund resulting from the Agent's failure to make payment
aforesaid. On any order sent directly to us by a customer of the Agent, we will
remit the Agent's agency commission on such transaction to the Agent.
2. We reserve the right to cancel this agreement at any time without
notice if any Shares shall be offered for sale by the Agent to its customers at
less than the then current public offering prices determined by or for the
respective Funds.
<PAGE>
AGENT SALES CONTRACT SALES CONTRACT
Page 2
3. We will furnish the Agent, without charge and on request, reasonable
quantities of the Funds' Prospectuses, shareholder reports and sales material.
4. We will furnish the Agent on request with public offering prices for
the Shares in accordance with the then current Prospectuses of the respective
Funds, and the Agent agrees to quote such prices subject to confirmation by us
on any Shares offered to the Agent for sale. The Agent's attention is called
specifically to the fact that each price is always subject to confirmation, and
will be the price next computed after receipt of an order.
5. Under this agreement the Agent acts as agent for its customers and is
not employed by us as broker, agent or employee; the Agent is not authorized to
act for us nor to make any representation on our behalf; and in purchasing or
selling Shares hereunder the Agent relies only upon the current Prospectus and
Statement of Additional Information and upon such written representations as may
hereafter be made by us to the Agent over our signature. The Agent also agrees
that every effort shall be made by the Agent to place Shares on an investment
basis.
6. The Agent represents that it is member of the NASD and agrees to abide
by all of the Rules of Fair Practice of the NASD applicable to the sale of
investment company shares to its customers, including, without limitation, the
following provision:
(a) The Agent shall not withhold placing customers' orders for any Shares
so as to profit itself as a result of such withholding. We shall not purchase
any Shares from the Funds except for the purpose of covering purchase orders
already received, and the Agent shall not purchase any Shares from us other than
as agent for the purpose of covering purchase orders already received from its
customers.
(b) If any Shares purchased by the Agent as agent for its customers are
repurchased by the Fund which issued the same or by us for the account of such
Fund, or are tendered for redemption, within seven business days after
confirmation by us of the original purchase order for such Shares (1) the Agent
agrees to forthwith refund to us the full agency commission paid to the Agent on
the original sale, such refund to be paid by us to the Fund whose Shares have
been so repurchased upon receipt and (2) we shall forthwith pay to such Fund
that part of the discount retained by us on the original sale. Notice will be
given to the Agent of any such repurchase or redemption within ten days of the
date on which the certificate is delivered to us or to such Fund.
(c) Neither party to this agreement shall purchase any Shares from a
record holder at a price lower than the net asset value next computed by or for
the issuer thereof. Nothing in this subparagraph shall prevent the Agent from
selling Shares for the account of a record holder to us or to the issuer thereof
at the net asset value then quoted by or for such issuer and charging the
investor a fair commission for handling the transaction.
<PAGE>
AGENT SALES CONTRACT SALES CONTRACT
Page 3
7. Either party hereto may cancel this agreement upon ten days' written
notice. Furthermore, as a general distributor we reserve the privilege of
revising the commission or other compensation referred to herein, which is the
basis for determining the Agent's agency commission, upon ten days' which
notice, which notice will be deemed given by supplementing or amending the
Prospectus or Statement of Additional Information of a Fund.
8. The customers in question are for all purposes the Agent's customers
and not our customers. We shall execute transactions for each of the Agent's
customers only upon its authorization it being understood in all cases that (a)
the Agent is acting as the agent for the customer; (b) the transactions are
without recourse against the Agent by the customer; (c) as between the Agent and
the customer, the customer will have full beneficial ownership of the shares;
and (d) each transaction is initiated solely upon the order of the customer and
not for the Agent's account.
9. This agreement shall be binding upon receipt by us in San Francisco,
California, of a counterpart hereof duly accepted and signed by the Agent, and
shall be construed in accordance with the laws of California.
Accepted: G. T. GLOBAL FINANCIAL
--------------------- SERVICES, INC.
Agent Name
By: By: /s/ David A. Minella
-------------------------- ------------------------------
Signature David A. Minella, President
--------------------------
Print Name and Date
<PAGE>
NOT FOR USE BETWEEN MEMBERS OF
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
FOREIGN SALES CONTRACT SALES CONTRACT
Between: G. T. GLOBAL FINANCIAL SERVICES, INC.
General Distributor of the
G.T. Global Group of Funds
50 California Street, 27th Floor
San Francisco, CA 94111
and:
-----------------------------------
-----------------------------------
-----------------------------------
Phone
-----------------------------
Date
-----------------------------
As a general distributor of the G. T. Global Group of Funds (the "Funds"),
we agree to sell you, subject to the terms and conditions of this Foreign Sales
Contract, to any limitations imposed by any of the Funds and to confirmation by
us in each instance, shares issued by the Funds ("Shares"). The Funds shall
also mean any registered investment company with which we have now or hereafter
signed an agreement.
1. YOU WARRANT AND REPRESENT TO US THAT SHARES OF THE FUNDS MAY, PURSUANT
TO ALL APPLICABLE LAWS AND GOVERNMENTAL RULES, REGULATIONS AND ORDERS, BE
OFFERED FOR SALE AND SOLD BY YOU IN THE COUNTRY OR COUNTRIES WHERE YOU CONDUCT
YOUR BUSINESS OPERATIONS, AND THAT YOU MAY LAWFULLY CONDUCT SUCH BUSINESS
OPERATIONS AND HAVE ALL REQUIRED LICENSES AND PERMITS TO DO SO AS MAY BE
REQUIRED BY SUCH LAWS AND GOVERNMENTAL RULES, REGULATIONS AND ORDERS. YOU AGREE
TO INDEMNIFY AND SAVE US AND THE FUNDS HARMLESS FROM ALL LIABILITIES, LOSSES,
DAMAGES, CLAIMS AND EXPENSES, INCLUDING COUNSEL FEES, IN CONNECTION WITH THE
FOREGOING WARRANTIES AND REPRESENTATIONS.
2. We will furnish you, without charge and on request, reasonable
quantities of the Funds' Prospectuses, shareholder reports and sales material,
all in the English language. You are solely responsible for providing accurate
translations of such documents with such additional information as may be
necessary as required by applicable laws and governmental rule, regulations and
order.
<PAGE>
Broker/Dealer Sales Contract Sales Contract
Page 2
3. The price of Shares to you will be the net asset value as next
determined after we receive your order, together with our underwriting
commission. Your attention is called specifically to the fact that each
price is always subject to confirmation, and will be the price next computed
after an order and the payment therefore are received.
You will pay for Shares at the next quoted price in United States
dollars in New York Eastern Time Same Day Funds credited to our account at the
Connecticut Bank and Trust Co., N.A. during the hours that the New York Stock
Exchange is open (currently 8:30 a.m. to 4:00 p.m. Eastern Time). We must
receive payment before an order for Shares can be confirmed, and the applicable
price to you will be based upon the net asset value of Shares next determined
after we are advised that Same Day Funds are available to us.
. We will also furnish you on request with public offering prices for
Shares (including sales charges) determined in accordance with the current
Prospectus of each Fund. You will advice us of the appropriate sales charge to
be included in the price of Shares shown in our confirmation to you or the
absence of such sales charge if you propose to sell such shares to your customer
at net asset value. Such sales charge must conform to one of the stated rates
in the current Prospectus of the Fund, but need not necessarily be the same as
would be charged to a U.S. investor for an order of like amount.
4. We reserve the right to cancel this agreement at any time without
notice if any Shares shall be offered for sale by you at less than the then net
asset value determined by or for the respective Funds.
5. Under this agreement you act as principal and are not employed by us
as broker, agent or employee; you are not authorized to act for us nor to make
any representations on our behalf; and in purchasing or selling Shares hereunder
you rely only upon the current Prospectus and Statement of Additional
Information and upon such written representations as may hereafter be made by us
to you over our signature. You also agree that every effort shall be made by
you to place Shares on an investment basis.
6. You agree that although you are not a member of the National
Association of Securities Dealers, Inc., you will abide by the Rules of Fair
Practice of such Association, including, without limitation, the following
provision:
(a) You shall not withhold placing customers' orders for any Shares
so as to profit yourself as a result of such respective Funds except for the
purpose of covering purchase orders already received, and you shall not purchase
any Shares from us other than for investment except for the purpose of covering
purchase orders already received; and
<PAGE>
Broker/Dealer Sales Contract Sales Contract
Page 3
(b) Neither party to this agreement shall, as principal, purchase any
Shares from a record holder at a price lower than the net asset value next
computed by or for the issuer thereof. Nothing in this subparagraph shall
prevent you from selling Shares for the account of a record holder to us or the
issuer thereof at the net asset value then
quoted by or for such issuer and charging the investor a fair commission for
handling the transaction.
You further agree that in selling Shares to a U.S. national, you will
not charge a sales charge in excess of that stated in the Prospectus of the
applicable Fund.
7. Either party hereto may cancel this agreement upon ten days' written
notice.
8. This agreement shall be binding upon receipt by us in San Francisco,
California, of a counterpart hereof duly accepted and signed by you, and shall
be construed in accordance with the laws of California.
Accepted: G. T. GLOBAL FINANCIAL
--------------------- SERVICES, INC.
Company Name
By: By: /s/
-------------------------- ------------------------------
Signature David A. Minella, President
--------------------------
Print Name and Date
<PAGE>
EXHIBIT 99.11
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of G.T. Global Investment Portfolios, Inc.:
GT Global Dollar Fund
We consent to the inclusion in Post Effective Amendment No. 22 to the
Registration Statement of G.T. Investment Portfolios, Inc. on Form N-1A
(File No. 811-03297) of our report dated February 14, 1997 on our audit of
the financial statements and financial highlights of the above referenced
fund which is included in the Annual Report to Shareholders for the year
ended December 31, 1996 which is included in the Post Effective Amendment to
the Registration Statement.
We also consent to the reference to our Firm under the caption "Independent
Accountants."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 22, 1997
<PAGE>
EXHIBIT 99.14(a)
---------------------
QUESTIONS AND ANSWERS
- ----------------------------------------------------------
Q. AM I ELIGIBLE FOR AN IRA?
A. Any individual who receives earned income from employment (including
self-employment) and who has not reached age 70 1/2 can contribute to an IRA.
Q. HOW MUCH CAN I CONTRIBUTE?
A. Each working individual can contribute up to $2,000 (or 100% of
compensation, whichever is less) per year to an IRA. If you are married, your
employed spouse can also contribute up to $2,000 each year to his or her own
IRA. Even a non-employed spouse can open an IRA: for each year after 1996 you
and your non-employed spouse can contribute a combined total of $4,000* (or 100%
of compensation, whichever is less) to your individual IRAs, provided no more
than $2,000 is invested in any one account.
Q. WHEN MUST I MAKE MY CONTRIBUTION?
A. You can make a contribution for each tax year any time between January 1 of
that year and April 15 of the following year. (If you make a contribution after
December 31 that you wish to be considered as a contribution for the prior year,
you will need to so designate in writing.) You are not required to make a
contribution every year, but you cannot over-contribute in any year to make up
for a year for which you did not contribute at all or made only a partial
contribution.
Q. ARE MY IRA CONTRIBUTIONS TAX-DEDUCTIBLE?
A. Over three-quarters of all Americans are still able to deduct all or part
of their annual IRA contributions. Whether and exactly how much you may deduct
depends on your adjusted gross income (AGI), marital status and whether you are
an "active participant" in an employer-
- --------------
* FOR YEARS PRIOR TO 1997, THE COMBINED MAXIMUM IS $2,250.
** THE IRS SPECIFICALLY DEFINES WHO IS AN "ACTIVE PARTICIPANT" IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN. PLEASE SEE THE GT GLOBAL IRA DISCLOSURE
STATEMENT FOR MORE INFORMATION ON DEDUCTIBILITY.
sponsored retirement plan such as a SEP-IRA, SARSEP-IRA, 401(k), 403(b),
profit-sharing, money purchase or defined benefit plan.** If neither you nor
your spouse are an active participant in a retirement plan where you work, your
entire IRA contribution is tax-deductible. If either you or your spouse are
covered by an employer-sponsored plan and you file jointly, use the table below
to calculate your maximum deduction. You may, of course, contribute to your IRA
even if the contributions are not tax-deductible (subject to the contribution
limits described above).
<TABLE>
<CAPTION>
SINGLE TAXPAYER OR HEAD OF HOUSEHOLD
STATUS MARRIED TAXPAYERS FILING JOINTLY MAXIMUM DEDUCTION
<S> <C> <C>
MODIFIED ADJUSTED GROSS INCOME AT OR MODIFIED ADJUSTED GROSS INCOME AT OR ENTIRE CONTRIBUTION IS TAX DEDUCTIBLE
LESS THAN $25,000 LESS THAN $40,000
MODIFIED ADJUSTED GROSS INCOME $25,000 MODIFIED ADJUSTED GROSS INCOME $40,000 SUBTRACT MODIFIED ADJUSTED GROSS INCOME
TO $35,000 TO $50,000 FROM $35,000 ($50,000 FOR MARRIED
TAXPAYERS FILING JOINTLY) AND MULTIPLY
REMAINDER BY 20%
MODIFIED ADJUSTED GROSS INCOME OVER MODIFIED ADJUSTED GROSS INCOME OVER IRA CONTRIBUTIONS ARE NOT TAX DEDUCTIBLE
$35,000 $50,000
</TABLE>
SOURCE: INTERNAL REVENUE SERVICE, PUBLICATION 590
* GENERALLY, MODIFIED ADJUSTED GROSS INCOME IS ADJUSTED GROSS INCOME AS SHOWN ON
YOUR FEDERAL INCOME TAX RETURN, WITHOUT TAKING INTO ACCOUNT ANY IRA DEDUCTION.
PLEASE CONSULT IRS PUBLICATION 590 OR THE INSTRUCTIONS TO YOUR TAX RETURN FOR
FURTHER DETAILS.
No contributions may be made for the year you become 70 1/2, or thereafter.
[LOGO]
<PAGE>
----------------
GT GLOBAL IRA
Q. WHAT IF MY IRA CONTAINS BOTH DEDUCTIBLE AND NON-DEDUCTIBLE CONTRIBUTIONS?
A. The IRS requires that your deductible and non-deductible contributions be
withdrawn in the same proportion as they exist within your IRA. To avoid tax
penalties at withdrawal, it is therefore important to keep track of your
deductible and non-deductible contributions.
Q. WHEN CAN I WITHDRAW MONEY FROM MY IRA?
A. You can withdraw all or part of your money at any time, but ordinary income
taxes will be due on withdrawals of deductible contributions and earnings in the
year the withdrawals are made. In addition, if you withdraw money prior to
reaching age 59 1/2, you may be subject to a 10% federal penalty on early
withdrawals. After age 59 1/2 you may withdraw money from your IRA without
penalty. Under current law, you must begin withdrawing money by April 1
following the year in which you reach age 70 1/2.
Q. CAN I CONSOLIDATE MY OTHER IRA ASSETS WITH THE ASSETS IN MY GT GLOBAL IRA?
Yes, by using either an IRA Transfer or an IRA Rollover.
Q. WHAT IS THE DIFFERENCE BETWEEN AN IRA TRANSFER AND AN IRA ROLLOVER?
A. An IRA Transfer moves your IRA assets directly from one financial
institution to another. You may, for instance, consolidate your IRA at GT Global
by transferring IRA assets from a bank, trust company, insurance company or
mutual fund; your current custodian will liquidate your IRA assets (if not
currently held in GT Global Mutual Funds) and send the check directly to GT
Global.
An IRA Rollover reinvests IRA assets distributed to you. With a rollover you
can take receipt of your IRA assets for up to 60 days before reinvesting them
(please note that you must reinvest your IRA assets within 60 days to maintain
their tax-deferred status). You may do only one rollover in any 12-month period.
There is no restriction on the number of IRA Transfers you effect in a year.
Q. I AM ELIGIBLE TO RECEIVE A DISTRIBUTION FROM AN EMPLOYER-SPONSORED PLAN.
CAN I ROLL IT OVER AND KEEP IT TAX-DEFERRED?
A. Most any distribution from an employer-sponsored plan may be rolled over to
an IRA, with certain exceptions (e.g., minimum required distributions, annuity
payments, and installments over a period of ten or more years). Your eligible
rollover distribution will be subject to 20% income tax withholding unless you
have the distribution transferred directly to your IRA.
-- If you have your eligible rollover distribution paid directly to your IRA,
you avoid paying current tax (and, potentially, the 10% federal penalty on early
withdrawals) and keep all of your distribution money growing tax-deferred.
-- If, instead, your eligible rollover distribution is paid to you, the
distribution will be subject to 20% withholding and you will receive only 80% of
the payment, all or a portion of which may be rolled over into an IRA within 60
days of receipt. You will avoid paying current tax and penalties on the amount
rolled over into your IRA. (If you want to avoid being taxed on the amount that
was withheld, you will need to find other money to replace the 20% that was
withheld and contribute it to your IRA within the 60-day period.)
Q. WHAT FORMS OR REPORTS DO I FILE FOR MY IRA CONTRIBUTIONS?
A. If your IRA contributions are completely deductible, you file no special
forms with the IRS. If you make non-deductible contributions, you must file Form
8606 with the IRS (and you should keep copies of all IRS Forms 8606 that you
file).
You do not report any interest income, dividends or capital gains or losses
that occur in your IRA.
Q. WHAT FORMS OR REPORTS DOES GT GLOBAL FILE FOR MY IRA?
A. GT Global will report to the IRS: your annual contributions, if any; your
rollover contributions and the market value of your IRA at December 31 of each
year (Form 5498); and any distributions (Form 1099R).
<PAGE>
----------------
[LOGO]
GT GLOBAL INDIVIDUAL RETIREMENT
ACCOUNT
DISCLOSURE STATEMENT AND APPLICATION
- --------------------------------------------------------------------------------
- --------------------------------------------
1. GENERAL
- --------------------------------------------
Internal Revenue Service Regulations require that you be given this Disclosure
Statement for the purpose of informing you of the restrictions and limitations
on how you may use an Individual Retirement Account (IRA). Please read this
Disclosure Statement together with the Custodial Agreement and the
prospectus(es) for the GT Global Mutual Fund(s) in which you are investing. The
provisions of the Custodial Agreement and prospectus(es) must prevail over this
statement in any instance where the statement is incomplete or appears to be in
conflict.
- --------------------------------------------
2. IRREVOCABILITY OF ACCOUNT
- --------------------------------------------
The Internal Revenue Service requires that you receive this disclosure
statement at least 7 days prior to the establishment of your IRA. Because of
this requirement, your application will not be accepted by the Custodian until
at least 7 days after the date you received this disclosure statement, as
indicated by you in the IRA Custodial Agreement. Prior to such acceptance, you
may receive back the entire amount that you have contributed, without reduction
for fees or other expenses. You may request that your contribution be returned
to you by writing to GT Global Investor Services, Inc. (agent for the
Custodian), P.O. Box 7345, San Francisco, CA 94120-7345 or by calling GT Global
toll free at (800) 223-2138 within 7 days of the date you have signed the
Custodial Agreement. All telephone requests must be confirmed in writing. Once
your application for a GT Global IRA is accepted by the Custodian, it cannot be
revoked by you.
- --------------------------------------------
3. ELIGIBLE INDIVIDUAL
- --------------------------------------------
Generally, you may open an IRA at any time; however, you will not be able to
make any contribution in the year you become 70 1/2, or in any year thereafter.
- --------------------------------------------
4. YOUR IRA ACCOUNT
- --------------------------------------------
An Individual Retirement Account is a trust or custodial account created or
organized in the United States for your exclusive benefit or for the benefit of
your beneficiaries. The IRA must be created by written instrument that meets the
following requirements:
(1) The trustee or custodian must be a bank, federally insured credit union,
savings and loan association, or (under federal regulations) another person
eligible to act as trustee or custodian;
(2) Except for rollovers, transfers and certain employer-sponsored plans,
under applicable law, the trustee or custodian will not accept contributions of
more than $2,000 in any tax year. You may make rollover and transfer
contributions in amounts greater than $2,000. All contributions must be in cash.
(3) Your interest in the IRA is nonforfeitable; that is, it is fully vested at
all times;
(4) No part of the trust or custodial funds may be invested in life insurance
contracts or certain collectibles nor may the assets be commingled with other
property except in a common trust fund or common investment fund; and
(5) Your interest in the custodial account must begin to be distributed by
April 1 of the year following the year in which you reach age 70(1)/(2). The
distribution may be made in a single sum, or you may receive periodic
distributions, starting by April 1 of the year following the year in which you
reach age 70(1)/(2), so long as your entire interest in the custodial account is
distributed over one of the following periods:
(a) Your life;
(b) The joint lives of you and your designated beneficiary;
-------
DS-1
<PAGE>
----------------
GT GLOBAL IRA
(c) A specific period not extending beyond your life expectancy; or
(d) A specific period not extending beyond the life expectancy of you and
your designated beneficiary.
If the amount distributed is less than the minimum amount required to be
distributed to you under the Internal Revenue Code, an excise tax will be
imposed on you in an amount equal to 50% of the excess of the amount required to
be distributed to you over the amount you actually receive.
(6) If you die after distributions have begun, your beneficiary must receive
the remaining payments at least as rapidly as under the method of distribution
being used on the date of your death. If you die before distributions have begun
or if your surviving spouse dies before distributions have begun, any interest
remaining must, by December 31 of the calendar year which contains the fifth
anniversary of your death or the death of your surviving spouse, be distributed
in a single sum. If your (or your surviving spouse's) designated beneficiary
wishes to receive an immediate annuity which provides for payments over the
beneficiary's life or over a specific period not exceeding the beneficiary's
life expectancy, the beneficiary must elect to receive such payments by December
31 following the calendar year of your death. Such payments also must begin by
that date. If your designated beneficiary is your spouse, annuity payments need
not commence until December 31 of the year you would have attained 70(1)/(2).
This annuity contract will not allow one's life expectancy to be recalculated.
The election will also apply to beneficiaries who make additional contributions
or rollovers in their own names to the IRA. An amount is not distributed if it
is rolled over into an Individual Retirement Account, annuity, or retirement
bond for the benefit of the beneficiary.
(7) If your surviving spouse is your designated beneficiary, your IRA assets
may be rolled over into his or her own IRA. No rollover from your IRA is
available for a beneficiary other than your surviving spouse, and such
non-spouse beneficiary must take the IRA assets in the form of a taxable
distribution.
- --------------------------------------------
5. TAX DEDUCTIONS
- --------------------------------------------
ELIGIBILITY
If neither you, nor your spouse, is an active participant (see A. below) you
may make a contribution of up to the lesser of $2,000 (or, for years after 1996,
$4,000 in the case of a Spousal IRA) or 100% of compensation and take a
deduction for the entire amount contributed. If you or (in most cases) your
spouse are an active participant but have an adjusted gross income (AGI) below a
certain level (see B. below), you may make a fully deductible contribution as
under current law. If, however, you or (in most cases) your spouse is an active
participant and your combined AGI is above the specified level, the amount of
the deductible contribution you may make to an IRA is phased down and eventually
eliminated.
A. ACTIVE PARTICIPANT. You are an "active participant" for a year if you are
covered by a retirement plan. Generally, you are covered by a "retirement plan"
for a year if your employer or union has a retirement plan under which money is
added to your account or you are eligible to earn retirement credits. For
example, if you are covered under a profit-sharing plan, certain government
plans, a salary reduction arrangement (such as a tax sheltered annuity
arrangement or a 401(k) plan), a simplified employee pension plan (SEP) or a
plan which promises you a retirement benefit which is based upon the number of
years of service you have with the employer (a "defined benefit plan"), you are
likely to be an active participant. Your Form W-2 for the year should indicate
your participation status.
You are an active participant for a year even if you are not yet vested in
your retirement benefit. Also, if you make required contributions or voluntary
employee contributions to a retirement plan, you are an active participant. In
certain plans you may be an active participant even if you were only with the
employer for part of the year. You will be deemed an active participant in your
employer's defined benefit plan even if you do not make required contributions
and even if you elect not to participate or waive participation. In other plans,
however, you will not be deemed an active participant if you elect not to
participate.
You are generally not considered an active participant if you are covered in a
government-
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<PAGE>
----------------
GT GLOBAL IRA
sponsored plan only because of your services as 1) an Armed Forces Reservist,
for less than 91 days of active service, or 2) a volunteer firefighter covered
for firefighting service. Of course, if you are covered in any other plan, these
exceptions do not apply.
If you are married but file a separate return, your spouse's active
participation affects your ability to make deductible contributions if you lived
together for any part of the year. If you lived apart from your spouse for the
entire year and you file a separate return, you are treated as unmarried for
purposes of your IRA deductions and thus your spouse's active participation does
not affect your ability to make deductible contributions.
B. MODIFIED ADJUSTED GROSS INCOME (AGI). If you are an active participant, you
must look at your Adjusted Gross Income for the year (if you and your spouse
file a joint tax return you use your combined AGI) to determine whether you can
make deductible IRA contribution. Your tax return will show you how to calculate
your AGI which, for purposes of determining the deductible amount of your IRA
contribution, is calculated without taking into account any IRA deduction, any
foreign earned income or foreign housing exclusion or any excludable series EE
savings bond interest. If you are at or below a certain AGI level, called the
Threshold Level, you are treated as if you were not an active participant and
can make a deductible contribution under the same rules as a person who is not
an active participant.
If you are single (or if you are married, filed separately and lived apart
from your spouse during the entire year), your threshold AGI level is $25,000.
The threshold level if you are married and file a joint tax return is $40,000,
and if you are married but file a separate tax return, the Threshold Level is
$0.
If your AGI is $10,000 or more above your Threshold Level and you are an
active participant, you will not be able to deduct any of your contributions to
your IRA. If your AGI is less than $10,000 above your Threshold Level, you will
still be able to make a deductible contribution but it will be limited in
amount. The amount by which your AGI exceeds your Threshold Level (AGI-Threshold
Level) is called your Excess AGI. The Maximum Allowable Deduction is $2,000 (or
$4,000 for a Spousal IRA). You can calculate your Deduction Limit as follows:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-EXCESS AGI MAXIMUM
$10,000 X ALLOWABLE DEDUCTION = DEDUCTION LIMIT
</TABLE>
You must round up the result to the next highest $10 level (the next highest
number which ends in zero). For example, if the result is $1,525, you must round
it up to $1,530. If the final result is below $200 but above zero, your
Deduction Limit is $200. Your Deduction Limit cannot, in any event, exceed 100%
of your compensation.
EXAMPLE 1: Ms. Smith, a single person, is an active participant and has an AGI
of $31,619. She calculates her deductible IRA contribution as follows:
HER AGI IS $31,619
HER THRESHOLD LEVEL IS $25,000
HER EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR
($31,619-$25,000)=$6,619
HER MAXIMUM ALLOWABLE DEDUCTION IS $2,000
SO, HER IRA DEDUCTION LIMIT IS:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$6,619
$10,000 X $2,000 = $676 (ROUNDED TO $680)
</TABLE>
EXAMPLE 2: Mr. and Mrs. Young file a joint tax return. Each spouse earns more
than $2,000 and one is an active participant. They have a combined AGI of
$44,255. They may each contribute to an IRA and calculate their deductible
contributions to each IRA as follows:
THEIR AGI IS $44,255
THEIR THRESHOLD LEVEL IS $40,000
THEIR EXCESS AGI IS
(AGI-THRESHOLD LEVEL) OR ($44,255-$40,000)=$4,255
THE MAXIMUM ALLOWABLE DEDUCTION FOR EACH SPOUSE IS $2,000
So, each spouse may compute his or her IRA deduction limit as follows:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$4,255 $1,149 (ROUNDED TO
$10,000 X $2,000 = $1,150)
</TABLE>
EXAMPLE 3: If, in example 2, Mr. Young did not earn any compensation, or
elected to be treated as earning no compensation, Mrs. Young could establish a
Spousal IRA (consisting of an account for herself and one for her husband). The
amount of deductible contributions which could be made to the two IRAs is
calculated using a Maximum Allowable Deduction of $4,000 (for years after 1996)
rather than $2,000.
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$4,255 $2,298 (ROUNDED TO
$10,000 X $4,000 = $2,300)
</TABLE>
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<PAGE>
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GT GLOBAL IRA
The $2,300 must then be divided between the two accounts so that each IRA may
receive a deductible contribution of $1,150.
EXAMPLE 4: Mr. Jones, a married person files a separate tax return and lived
with Mrs. Jones during the year and is an active participant. He has $1,500 of
compensation and wishes to make a deductible contribution to an IRA.
HIS AGI IS $1,500.
HIS THRESHOLD LEVEL IS $0.
HIS EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR ($1,500-$0) = $1,500
HIS MAXIMUM ALLOWABLE DEDUCTION IS $2,000.
SO, HIS IRA DEDUCTION LIMIT IS:
<TABLE>
<C> <S>
$10,000-$1,500
$10,000 X $2,000 = $1,700
</TABLE>
Even through his IRA deduction limit under the formula is $1,700, Mr. Jones
may not deduct an amount in excess of his compensation, so, his actual deduction
is limited to $1,500.
EXAMPLE 5: If, in example 2, the Youngs filed separate tax returns but lived
together during any part of the year, Mr. and Mrs. Young are each considered an
active participant, even though only Mrs. Young was the active participant. If
Mr. Young's AGI is $21,000, he may contribute to his IRA and would calculate his
deductible contribution as follows:
HIS AGI IS $21,000.
HIS THRESHOLD LEVEL IS $0.
HIS EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR ($21,000-$0) = $21,000
HIS MAXIMUM ALLOWABLE DEDUCTION IS $2,000.
SO, HIS IRA DEDUCTION LIMIT IS:
<TABLE>
<C> <S>
$10,000-$21,000
$10,000 X $2,000 = $0
</TABLE>
Mr. Young would not be entitled to claim any deduction for an IRA contribution
in these circumstances.
EXAMPLE 6: If, in example 5, Mr. and Mrs. Young lived apart the entire year,
Mr. Young would determine the deductibility of his IRA contribution under the
rules applicable to single persons who are not active participants. Accordingly,
Mr. Young would be entitled to deduct the full amount of his maximum allowable
contribution.
As an alternative, you may determine your Deduction Limit by consulting the
Table found in IRS Publication 590.
SPOUSAL IRAS
As noted in Example 3 above, under the Act you may contribute to a Spousal IRA
even if your spouse has earned some compensation during the year. Provided your
spouse does not make a contribution to an IRA, you may set up a Spousal IRA
consisting of an account for your spouse as well as an account for yourself. The
maximum deductible amount for the Spousal IRA (for years after 1996) is the
lesser of $4,000 or 100% of compensation.
NONDEDUCTIBLE CONTRIBUTIONS TO IRAS
Even if you are above the threshold level and thus may not make a deductible
contribution of $2,000 ($4,000 for a Spousal IRA), you may still contribute up
to the lesser of 100% of compensation or $2,000 to an IRA ($4,000 for a Spousal
IRA). The amount of your contribution which is not deductible will be a
nondeductible contribution to the IRA. You may also choose to make a
contribution nondeductible even if you could have deducted part or all of the
contribution. Interest or other earnings on your IRA contribution whether from
deductible or nondeductible contributions will not be taxed until taken out of
your IRA and distributed to you.
If you make a nondeductible contribution to an IRA you must report the amount
of the nondeductible contribution to the IRS as a part of your tax return for
the year.
You may make a $2,000 contribution at any time during the year, if your
compensation for the year will be at least $2,000, without having to know how
much will be deductible. When you fill out your tax return you may then figure
out how much is deductible.
You may withdraw an IRA contribution made for a year any time before April 15
of the following year. If you do so, you must also withdraw the earnings
attributable to that portion and report the earnings as income for the year for
which the contribution was made. If some portion of your contribution is not
deductible, you may decide either to withdraw the nondeductible amount, or to
leave it in the IRA and designate that portion as a nondeductible contribution
on your tax return.
IRA DISTRIBUTIONS
Because nondeductible IRA contributions are made using income which has
already been taxed (that is, they are not deductible contributions), the portion
of the IRA distributions consisting of nondeductible contributions will not be
taxed again when received by you. If you make any nondeductible IRA
contributions, each distribution from your IRA will consist of a nontaxable
portion (return of nondeductible
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DS-4
<PAGE>
----------------
GT GLOBAL IRA
contributions) and a taxable portion (return of deductible contributions, if
any, and account earnings).
Thus, you may not take a distribution which is entirely tax-free if you have
made any deductible contributions. The following formula is used to determine
the nontaxable portion of your distributions for a taxable year:
<TABLE>
<S> <C> <C> <C> <C>
REMAINING
NONDEDUCTIBLE TOTAL NONTAXABLE
CONTRIBUTIONS X DISTRIBUTIONS = DISTRIBUTIONS
YEAR-END TOTAL IRA (FOR THE (FOR THE
ACCOUNT BALANCES YEAR) YEAR)
</TABLE>
To figure the year-end total IRA account balance you treat all of your IRAs as a
single IRA. This includes all regular IRAs, as well as Simplified Employer
Pension (SEP) IRAs, and Rollover IRAs. You also add back the distributions taken
during the year.
EXAMPLE: An individual makes the following contributions to his or her IRAs:
<TABLE>
<CAPTION>
YEAR DEDUCTIBLE NONDEDUCTIBLE
- --------- ----------- --------------
<S> <C> <C>
1992 $ 2,000
1993 1,800
1994 1,000 $ 1,000
1995 600 1,400
----------- -------
$ 5,400 $ 2,400
</TABLE>
<TABLE>
<S> <C>
Deductible Contributions: $ 5,400
Nondeductible Contributions: 2,400
Earnings on IRAs: 1,200
---------
Total Account Balance of IRAs as of
12/31/95: $9,000
(including distributions in 1995)
</TABLE>
In 1995, the individual takes a distribution of $3,000. The total account
balance in the IRAs on 12/31/95, plus 1995 distributions, is $9,000. The
nontaxable portion of the distributions for 1995 is figured as follows:
<TABLE>
<S> <C> <C> <C>
TOTAL NONDEDUCTIBLE CONTRIBUTIONS $2,400
TOTAL ACCOUNT BALANCE IN THE ------ X $3,000 = $800
IRAS PLUS DISTRIBUTIONS $ 9,000
</TABLE>
Thus, $800 of the $3,000 distribution in 1995 will not be included in the
individual's taxable income. The remaining $2,200 will be taxable for 1995.
SIMPLIFIED EMPLOYEE PENSION ACCOUNTS
Your IRA may be used as part of a SEP established by your employer, or by you
if you are self-employed. Generally, your employer, or you if self-employed, may
contribute to your SEP-IRA up to a maximum of 15% of your compensation or
$22,500, whichever is less. If your IRA is used as part of a salary reduction
SEP, you may elect to reduce your compensation, up to a maximum of 15% of your
compensation or $9,500 (adjusted), whichever is less, and have your employer
contribute that amount to your SEP-IRA. If your employer maintains both a salary
reduction SEP and a regular SEP, the contribution limit to both SEPs together is
15% of your compensation or $22,500, whichever is less. It is your and your
employer's responsibility to see that contributions in excess of normal IRA
limits are made under a valid SEP and are, therefore, proper. Generally, under a
SEP, an IRA must be set up for each employee who is (1) at least 21 years old,
(2) has worked for the employer in any of the 3 of the 5 years immediately
preceding the particular tax year and (3) has received from the employer at
least $400 (or other amount resulting from cost-of-living adjustment) in
compensation for the tax year. Certain employees may be excluded from the Plan.
You should review the attached Form 5305-SEP for more information regarding your
Simplified Employee Pension.
- --------------------------------------------
6. TAX-FREE TRANSFER CONTRIBUTIONS
- --------------------------------------------
Transfers allow you to transfer IRA assets directly from one IRA trustee or
custodian to another on a tax-free basis. If you already have an IRA with
another trustee or custodian, you may direct that trustee or custodian to
transfer your IRA assets to your GT Global IRA without tax consequences, in
accordance with the rules of your existing account. You may not take a deduction
for the amount. To authorize the GT Global IRA Custodian to arrange a direct
transfer from your existing IRA, please complete the attached IRA Transfer
Authorization as well as the IRA Application.
- --------------------------------------------
7. TAX-FREE ROLLOVER CONTRIBUTIONS
- --------------------------------------------
Rollover contributions permit you to contribute amounts you are eligible to,
or actually, receive from one retirement program to another without incurring
any income tax liability. The source of a rollover contribution to an IRA is
typically either a distribution from a qualified retirement plan, a
tax-sheltered 403(b) annuity or custodial account, or another IRA. Most
distributions may be rolled over to an IRA without regard to whether it is a
total or a
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DS-5
<PAGE>
----------------
GT GLOBAL IRA
partial distribution, except for certain distributions such as minimum required
distributions, annuity payments, installments over a period of ten or more
years, and certain payments to non-spouse beneficiaries and alternate payees
that are not eligible for rollover treatment.
IF YOU ARE ELIGIBLE TO RECEIVE A DISTRIBUTION FROM A QUALIFIED PLAN OR A
403(B) PROGRAM, you may wish to have your eligible rollover distribution paid
directly to your GT Global IRA in order to avoid 20% withholding on the
distribution (which will be credited against your federal income taxes). If you
have a direct rollover of your eligible distribution, no income tax will be
withheld and your distribution will not be taxed until you take it out of your
IRA. To facilitate a direct rollover, please complete the attached IRA Direct
Rollover Instructions as well as the IRA Application. If, instead, you have your
eligible rollover distribution paid to you, you will receive only 80% of the
payment (because of the required 20% withholding) all or part of which may be
rolled over into a GT Global IRA within 60 days of your receipt of the
distribution. The amount rolled over will not be taxed until you take it out of
your IRA. NOTE that if you want to avoid being taxed on the amount that was
withheld, you will need to find other money to replace the 20% that was withheld
and contribute it to your IRA within the 60-day period.
This mandatory withholding does not apply to distributions you receive from
another IRA. All or part of an eligible distribution from another IRA may be
rolled over, into a GT Global IRA by the 60th day after you receive the benefits
from your first IRA.
Whether you do a direct rollover or a rollover of amounts that are initially
paid to you, you will not be taxed on (nor can you take a deduction for) the
amount you roll over. You will not be taxed on the amount transferred, and you
cannot take a tax deduction for that amount. You will be taxed on the portion of
the distribution, if any, which is not reinvested within 60 days. The following
summarizes some of the other rules applicable to rollover contributions.
Rollovers between individual retirement programs may occur only once in any
12-month period, BUT THIS LIMIT DOES NOT APPLY TO A TRUSTEE-TO-TRUSTEE TRANSFER
DESCRIBED IN SECTION 6 ABOVE.
If property has been received from a retirement program, it may be sold and
the proceeds of the sale rolled over. For example, if you were to receive a
distribution consisting of stock, you could sell the stock and contribute the
money you received from the sale to your IRA within the 60-day period from your
receipt of the stock. If you did not contribute all of the money you received
from the sale, you would be taxed on the portion not rolled over.
In general, you may roll over all or part of a distribution from your
employer's qualified plan or 403(b) program (except the portion, if any,
representing your own employee contributions to the plan) to your new IRA. You
may do this even though you are not otherwise allowed to make deductible
contributions into an IRA.
Tax-free rollover treatment will also apply, in certain circumstances, where
you receive a distribution in a parent-subsidiary or controlled group
relationship. Any amounts distributed from an employer's qualified plan will not
be eligible for five-year forward averaging if part of the distribution is
rolled-over into an IRA.
If you roll over an amount into an IRA from a qualified plan, you may be
allowed at a later date to roll those proceeds back into another qualified plan.
In order to do so, however, the proceeds may not have been mixed with regular
contributions or funds from other sources.
Since many of the rules with respect to rollover situations are rather
complex, you should check with your own tax adviser as to your ability to effect
a rollover in your particular circumstances.
- --------------------------------------------
8. EXCESS CONTRIBUTIONS
- --------------------------------------------
Generally, an excess contribution is the amount of any contributions to your
IRA (other than a proper rollover or transfer contribution) for a taxable year
that exceeds your IRA contribution limit for that year. If you make an excess
contribution, no income tax deduction will be allowed for the excess
contribution, and you may be subject to a 6% excise tax on the amount of the
excess contribution.
The 6% excise tax is imposed with respect to the tax year for which the excess
contribution is made and for each later year until the excess amount is
eliminated. The amount of this excise tax for any year cannot exceed 6% of the
value of the account, determined as of the close of that tax year.
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DS-6
<PAGE>
----------------
GT GLOBAL IRA
If you make a contribution to your IRA for a taxable year which exceeds your
IRA contribution limit, whether deductible or nondeductible, you may be
permitted to designate the contribution as a nondeductible IRA contribution by
the due date for filing your Federal income tax return, not including
extensions. As an alternative, you may withdraw the contribution from your IRA
and the earnings thereon at any time prior to the due date for filing your
Federal income tax return, including extensions, for the taxable year for which
the contribution was made. If this is done, the return of the contribution will
not be includible in your gross income as an IRA distribution, and the
contribution will not be subject to the 6% excise tax on excess contributions
(assuming the contribution is not deducted on your return). However, the
earnings on the contribution will be taxable income in the year for which the
contribution was made, and may possibly be subject to the 10% tax on early
distributions if you are under age 59 1/2 (see Section 10 below).
If you make an excess contribution to your IRA that exceeds your IRA
contribution limit, and you withdraw the excess contribution after the due date
for filing your Federal income tax return (including extensions), the returned
excess contribution will not be includible in your gross income as an IRA
distribution (subject to possible premature distribution penalties) if: (1) your
total IRA contributions for the year were not more than $2,250 ($4,000 for years
after 1996) and (2) you did not deduct the excess contribution on your return
(or if the deduction you claimed was disallowed by the Internal Revenue
Service). However, you must pay the 6% excise tax on the excess contribution for
each taxable year that it is still in your IRA at the end of the following year.
Under this procedure, you are not required to withdraw any earnings attributable
to the excess contribution.
You may also eliminate an excess contribution from your IRA in a subsequent
year by not contributing the maximum amount for that year and applying the
excess contribution to the subsequent year's contribution. You may be entitled
to a deduction for the amount of the excess contribution that is applied in the
subsequent year, provided you did not previously deduct the excess contribution
(or if the deduction you claimed was disallowed by the Internal Revenue
Service). However, if you incorrectly deducted an excess contribution in a
closed taxable year (i.e., one for which the period to assess a deficiency has
expired), the amount of the excess contribution cannot be deducted again in the
subsequent year in which it is applied.
- --------------------------------------------
9. DISTRIBUTIONS
- --------------------------------------------
Taxable distributions from your IRA are taxed as ordinary income regardless of
their source. They are not eligible for capital gains treatment or the special
5-year averaging rules that apply (for tax years beginning prior to 2000) to
lump sum distributions from qualified employer plans.
As provided in Form 5305-A, you may elect to have your IRA distributed in: a
single sum payment; an annuity contract; or equal annual installments over a
specified period not to exceed your life expectancy or the joint life and last
survivor expectancy of you and your designated beneficiary. In general, you must
begin receiving distributions from your IRA no later than April 1 following the
calendar year in which you reach age 70 1/2. There is a prescribed minimum
amount for such distributions and an excise tax may be imposed if the amount
distributed to you is less than the required amount. If you die before your IRA
is completely distributed to you, the remaining balance in your IRA will be
distributed to your beneficiary(ies) either in accordance with the method of
distribution in effect at your death (if on or after the required beginning
date) or as otherwise permitted (if your death occurs prior to the required
beginning date).
You may have to pay an additional 15% excess distribution tax on IRA and
qualified retirement plan distributions that exceed $150,000 (which is an
indexed amount and may be subject to further adjustment). This excise tax is
reduced by any tax you may owe on premature distributions which apply to this
excess distribution. This 15% tax may not apply in certain circumstances. You
should contact your own tax advisor for more information.
- --------------------------------------------
10. PREMATURE DISTRIBUTIONS
- --------------------------------------------
A penalty tax of 10% is imposed on taxable distributions made to you or your
beneficiaries before you attain age 59(1)/(2). No penalty tax will be imposed if
the distribution is (i) a return of nondeductible contributions, (ii) made on
account of your death or disability, (iii) made in substantially equal payments
over life or life
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DS-7
<PAGE>
----------------
GT GLOBAL IRA
expectancy as permitted in accordance with the provisions of Section 72(t)(2) of
the Code and the regulations promulgated thereunder, or (iv) contributed as a
"rollover" within 60 days. In addition, for distributions made after 1996, the
penalty tax does not apply if the distribution is made (i) to pay for medical
expenses in excess of 7.5% of your adjusted gross income or (ii) if you are
unemployed, to pay for medical insurance premiums after you have received
unemployment compensation for a specified period. This tax is in addition to any
tax that is due because you must include the portion of the premature
distribution attributable to deductible contributions and all earnings in your
gross income.
- --------------------------------------------
11. TAXABILITY OF ACCOUNT
- --------------------------------------------
Your IRA is exempt from tax unless you or your beneficiaries engage in a
prohibited transaction under Section 4975 of the Internal Revenue Code. Examples
of prohibited transactions include your borrowing from the IRA or your selling
property to or buying property from the IRA.
If you engage in a prohibited transaction, your IRA will lose its tax exempt
status as of the first day of the tax year in which the prohibited transaction
occurs. Once your IRA loses its exempt status, you must include the fair market
value of its assets in your income for that tax year. You will also be subject
to the 10% penalty tax on premature distributions.
If you use your IRA or any portion thereof as security for a loan, the portion
so used will be treated as distributed to you and will be currently taxable and
subject to the 10% tax on premature distributions.
- --------------------------------------------
12. FINANCIAL DISCLOSURES
- --------------------------------------------
Contributions to your IRA will be invested in shares of a GT Global Mutual
Fund. You may receive earnings on your shares in the form of income dividends or
net realized capital gain distributions. Such earnings will be reinvested in
additional shares of a GT Global Mutual Fund. The growth in value of the IRA is
neither guaranteed nor projected. The gross income received by a GT Global
Mutual Fund is reduced by the fees paid to the manager of the Fund, Chancellor
LGT Asset Management, Inc., and by expenses incurred by the Fund, such as
accounting fees, taxes, interest, trustee fees and brokerage charges. Each
Fund's prospectus contains more complete information including charges,
expenses, the risks of global investing and other matters of interest to a
prospective investor.
- --------------------------------------------
13. MISCELLANEOUS
- --------------------------------------------
You are required to file form 5329 (Return for Individual Retirement Savings
Arrangements) for a taxable year in which you are subject to penalty taxes in
connection with your IRA.
The enclosed agreement has been approved as to form for use in establishing
custodial accounts by the Internal Revenue Service. The Internal Revenue Service
approval is a determination as to form only and does not represent a
determination of the merits of the account.
The proceeds from the custodial account may be used by you as a rollover
contribution to another account or annuity or retirement bond.
- --------------------------------------------
14. ADDITIONAL INFORMATION
- --------------------------------------------
Additional information on Individual Retirement Accounts can be obtained from
any district office of the Internal Revenue Service (IRS Publication 590).
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DS-8
<PAGE>
[CAMERA READY COPY]
DS-9
<PAGE>
ARTICLE VIII
See Exhibit A to Form 5305-A for additional terms applicable to your GT Global
IRA. Exhibit A is incorporated in and made part of your GT Global IRA by this
reference.
DS-10
<PAGE>
----------------
GT GLOBAL IRA
EXHIBIT A TO FORM 5305-A,
ARTICLE VIII
- ----------------------------------------------------------
The following provisions constitute Article VIII of Form 5305-A which is used to
establish your GT Global IRA.
1. The Custodian is under no duty to compel the Depositor to make any
contributions to the Account and shall have no duty to assure that such
contributions are appropriate in amount (except to the extent that no annual
contributions may exceed $2,000 or such other maximum annual level as may be
later authorized by law).
2. The amount of each contribution by a Depositor shall be applied to the
purchase of shares of GT Global Mutual Funds (hereinafter "Funds"). The
Depositor acknowledges receipt of the appropriate current prospectus of the
Funds. All dividends and capital gain distributions received on securities held
in the Custodial Account (the "Account") shall be reinvested in additional
shares of the Funds and credited to the Account. Shares acquired in the Account
will be held beneficially for the Depositor in the name of the Custodian or its
nominee.
3. The Custodian shall deliver to the Depositor all shareholder notices and
reports, prospectuses, financial statements, proxy material and other material
as they are received from the Funds. The Custodian shall vote at all shareholder
meetings of the Funds in accordance with written instructions of the Depositor
which will be secured by the Custodian. If no written instructions are received
from the Depositor, the Depositor's shares shall not be voted.
4. The Custodian may resign upon at least 60 days written notice to the
Depositor and may be removed by the Depositor upon 60 days written notice to the
Custodian. Upon resignation by the Custodian, it shall transfer the assets of
the Account in such a manner as the Depositor shall designate, but in the
absence of such designation, the Custodian will use its best efforts to transfer
the assets of the Account to a successor custodian to be held under an
Individual Retirement Account qualifying under Section 408 of the Internal
Revenue Code. Upon removal of the Custodian by action of the Depositor, the
assets of the Account shall be transferred in accordance with the Depositor's
instructions.
5. If the Depositor does not effectively elect any of the methods of
distribution described above by the April 1 following the calendar year in which
he or she reaches age 70 1/2, the assets of the Account shall be distributed to
the Depositor in equal or substantially equal payments over the Depositor's life
expectancy in accordance with the minimum distribution requirements applicable
to the Account as described in Article IV of Form 5305-A unless the Depositor
effectively elects another method of distribution.
6. By completing the Beneficiary Designation section of the IRA Application,
the Depositor may designate one or more beneficiaries to receive such benefits
in the event of his death. Should the Depositor die without an effective
designation of beneficiary, the assets of the Account shall be distributed to
the Depositor's surviving spouse, or if there is no surviving spouse, to the
Depositor's estate in a single payment, unless another method of distribution
has been elected by such spouse or estate, as applicable.
7. In the event a Depositor's contribution to the Account in any year exceeds
$2,000, such excess amount shall be deemed to be a "rollover contribution"
permitted under Article I of the Account agreement, unless the Depositor
certifies otherwise to the Custodian in a form satisfactory to it.
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DS-11
<PAGE>
----------------
GT GLOBAL IRA
NOTES
- ----------------------------------------------------------
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DS-12
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 IRA APPLICATION
800/223-2138
</TABLE>
<TABLE>
<S> <C> <C>
ACCOUNT REGISTRATION / / NEW ACCOUNT / / ACCOUNT REVISION (ACCOUNT NO. ________________________________)
TYPE OF ACCOUNT: / / CONTRIBUTORY / / ROLLOVER / / SIMPLIFIED EMPLOYEE PENSION-IRA
(SEP-IRA)
/ / THIS IS A TRANSFER. I HAVE ATTACHED A COMPLETED IRA TRANSFER AUTHORIZATION.
Telephone Number( ) ____________________________
Name ________________________________ ________________________________________________
Address______________________________ Social Security Number / / or Tax I.D. Number / / (Check
Street applicable box)
________________________________ If more than one owner, social security number or taxpayer
City State Zip Code identification number should be provided for first owner
listed.
Date of Birth______________________________
FUND SELECTION & INITIAL CONTRIBUTION
Enclosed is a check for $ ___________________ made payable to GT Global (as agent for the Custodian) to be invested in the Fund(s)
hereby specified. EACH GT GLOBAL MUTUAL FUND ISSUES THREE CLASSES OF SHARES. CLASS A SHARES ARE SOLD WITH AN INITIAL SALES CHARGE
WHILE CLASS B SHARES ARE SOLD WITHOUT AN INITIAL SALES CHARGE BUT ARE SUBJECT TO HIGHER EXPENSE LEVELS AND TO A CONTINGENT DEFERRED
SALES CHARGE PAYABLE ON CERTAIN REDEMPTIONS. ADVISOR CLASS SHARES ARE SOLD THROUGH A DIFFERENT PROSPECTUS THAN CLASS A AND CLASS B
SHARES, ARE NOT SOLD DIRECTLY TO THE GENERAL PUBLIC AND ARE ONLY AVAILABLE THROUGH CERTAIN EMPLOYEE BENEFIT PLANS, FINANCIAL
INSTITUTIONS AND OTHER ENTITIES THAT HAVE ENTERED INTO SPECIFIC AGREEMENTS WITH GT GLOBAL, INC. PLEASE READ THE PROSPECTUS OF SUCH
FUNDS CAREFULLY BEFORE YOU INVEST. (If this is a transfer from another IRA, please indicate Fund preference and the percentage of
the contribution you wish allocated to each Fund only. Also complete the separate IRA Transfer Authorization Form.)
</TABLE>
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER:
/ / CLASS A SHARES / /CLASS B SHARES (NOT AVAILABLE FOR PURCHASES OF $500,000
OR MORE OR FOR THE GT GLOBAL DOLLAR FUND) OR
/ / ADVISOR CLASS SHARES.
If a class share box is not checked, your investment will be made in Class A
shares.
<TABLE>
<CAPTION>
INITIAL CONTRIBUTION INITIAL CONTRIBUTION
<S> <C> <C> <C>
07 / / GT GLOBAL WORLDWIDE $ ______________ OR 03 / / GT GLOBAL EUROPE GROWTH $ ______________ OR
GROWTH FUND ______________% FUND ______________%
05 / / GT GLOBAL $ ______________ OR 13 / / GT GLOBAL LATIN AMERICA $ ______________ OR
INTERNATIONAL GROWTH FUND ______________% GROWTH FUND ______________%
16 / / GT GLOBAL EMERGING $ ______________ OR 24 / / GT GLOBAL AMERICA SMALL $ ______________ OR
MARKETS FUND ______________% CAP GROWTH FUND ______________%
22 / / GT GLOBAL CONSUMER $ ______________ OR 06 / / GT GLOBAL AMERICA MID $ ______________ OR
PRODUCTS AND SERVICES FUND ______________% CAP GROWTH FUND ______________%
17 / / GT GLOBAL FINANCIAL $ ______________ OR 23 / / GT GLOBAL AMERICA VALUE $ ______________ OR
SERVICES FUND ______________% FUND ______________%
11 / / GT GLOBAL HEALTH CARE $ ______________ OR 04 / / GT GLOBAL JAPAN GROWTH $ ______________ OR
FUND ______________% FUND ______________%
19 / / GT GLOBAL $ ______________ OR 10 / / GT GLOBAL GROWTH & $ ______________ OR
INFRASTRUCTURE FUND ______________% INCOME FUND ______________%
21 / / GT GLOBAL NATURAL $ ______________ OR 08 / / GT GLOBAL STRATEGIC $ ______________ OR
RESOURCES FUND ______________% INCOME FUND ______________%
15 / / GT GLOBAL $ ______________ OR 09 / / GT GLOBAL GOVERNMENT $ ______________ OR
TELECOMMUNICATIONS FUND ______________% INCOME FUND ______________%
02 / / GT GLOBAL NEW PACIFIC $ ______________ OR 18 / / GT GLOBAL HIGH INCOME $ ______________ OR
GROWTH FUND ______________% FUND ______________%
01 / / GT GLOBAL DOLLAR FUND $ ______________ OR TOTAL INITIAL CONTRIBUTION: $ ________________
______________%
CONTRIBUTION YEAR: ________________
</TABLE>
NOTE: Minimum Initial Contribution -- $100 per Fund
Maximum Annual Individual Contribution (except for rollovers and
transfers) -- $2,000
Maximum Annual Individual and Spousal Contribution (except for rollovers
and transfers) -- $4,000 ($2,250 for years prior to 1997, in any
combination, provided no more than $2,000 is invested in any one
account).
Maximum Annual SEP-IRA Contribution -- See Disclosure Statement
TELEPHONE EXCHANGE
I, either directly or through the Authorized Agent, if any, named below, hereby
authorize the Transfer Agent of the GT Global Mutual Fund, to honor any
telephone, telex or telegraphic instructions believed to be authentic for
exchange between any of the Funds distributed by GT Global, Inc. I understand
and agree that the account will be subject to the telephone exchange privilege
described in the applicable GT Global Mutual Fund's current prospectus and
agree that GT Global, Inc., GT Global Mutual Funds and the Funds' Transfer
Agent, their officers and employees, will not be responsible for the
authenticity of any telephone, telex, or telegraphic instructions nor be liable
for any loss arising out of any such telephone, telex or telegraphic
instructions effected including any such loss due to negligence on the part of
such entities.
FOR USE BY AUTHORIZED AGENT (BROKER/DEALER OR ADVISOR) ONLY
We hereby submit this IRA Application for the purchase of shares including
shares purchased under a Right of Accumulation or Letter of Intent in
accordance with the terms of our Selling Agreement with GT Global, Inc. and
with the Prospectus(es) for the GT Global Mutual Fund(s). We agree to notify
GT Global, Inc. of any purchases properly made under a Letter of Intent or
Right of Accumulation.
Investment Dealer or Advisor Name_____________________________________________
Main Office Address___________________________________________________________
Branch Number_______ Representative's Number______ Representative's Name______
<TABLE>
<S> <C>
Branch Address ______________________________________________ Telephone Number __________________
For Class A and B shares only:
Investment Dealer's Authorized Signature X __________________ Title _____________________________
For Advisor Class shares only:
We hereby submit this IRA Application for the purchase of Advisor Class shares in accordance with the terms of our Advisor Class
Agreement with GT Global, Inc. and with the Prospectus and Statement of Additional Information of each Fund purchased.
Advisor's Authorized Signature X ___________________________ Title _____________________________
</TABLE>
DS-13
<PAGE>
<TABLE>
<S> <C> <C>
DESIGNATION OF BENEFICIARY(IES)
If you require more room to name additional beneficiaries, please provide
the necessary information on a separate sheet, and indicate next to each
name whether beneficiary is primary or contingent.
PRIMARY BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest
remaining in my IRA upon my death:
</TABLE>
<TABLE>
<S> <C> <C> <C>
1. Name ________________________________ Address ______________________
Relationship ___________ DOB _________ Social Security Number ______________ Share of Account __%
2. Name ________________________________ Address ______________________
Relationship ___________ DOB _________ Social Security Number ______________ Share of Account __%
CONTINGENT BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest remaining in my IRA upon my death:
1. Name ________________________________ Address ______________________
Relationship ___________ DOB _________ Social Security Number ______________ Share of Account __%
2. Name ________________________________ Address ______________________
Relationship ___________ DOB _________ Social Security Number ______________ Share of Account __%
Unless otherwise indicated above, the benefit payable hereunder shall be paid
in equal shares to the Primary Beneficiaries who survive the Participant. If
no Primary Beneficiary(ies) survives the Participant, the payment shall be
made in equal shares (or as otherwise indicated above) to the Contingent
Beneficiary(ies) who survive the Participant. The Participant reserves the
right to change the above beneficiary by filing a new Beneficiary Designations
Form with the Custodian. Should no named beneficiary survive the date of
distribution, the account shall be distributed to my surviving spouse, or if
there is no surviving spouse, in a single payment to my estate. ONLY THE MOST
RECENT EXECUTED DESIGNATION OF BENEFICIARY(IES) ON FILE WITH GT GLOBAL
INVESTOR SERVICES, INC. (AS AGENT FOR THE CUSTODIAN) WILL BE HONORED.
CONSENT OF SPOUSE
I consent to the above Beneficiary Designation.
Signature of Spouse:
__________________________________________________________________
Date:
__________________
(Note: May be required in community property states if any person other than
or in addition to Participant's Spouse is designated as Beneficiary.)
REDUCED SALES CHARGES
</TABLE>
RIGHT OF ACCUMULATION -- CLASS A SHARES ONLY
/ / I certify that I qualify for the Right of Accumulation sales charge
discount described in the prospectus and statement of additional
information of the Fund(s) purchased.
/ / I own shares of more than one GT Global Mutual Fund. Below is a schedule
showing the numbers of each of my Shareholder Accounts.
/ / The registration of some of my shares differs from that shown on this IRA
Application. Below is a schedule showing the account number(s) and full
registration in each case.
STATEMENT OF INTENTION -- CLASS A SHARES ONLY
I agree to the Statement of Intention set forth in the Prospectus(es) for the
Fund(s) in which I am investing. Although I am not obligated to do so, it is my
intention to invest over a thirteen-month period in Class A shares of the GT
Global Mutual Funds, in an aggregate amount at least equal to:
/ / $50,000 / / $100,000 / / $250,000 / / $500,000
LIST OF OTHER GT GLOBAL MUTUAL FUND ACCOUNTS:
_______________________________________________ ___________________________
_______________________________________________ ___________________________
_______________________________________________ ___________________________
Account Numbers Account Registrations
AGREEMENT AND SIGNATURE
I acknowledge receipt of the Disclosure Statement and IRA Agreement (IRS Form
5305-A) for the GT Global IRA. I acknowledge receipt of the current
Prospectus(es) of the Fund(s) in which I have directed GT Global Investor
Services, Inc. (as agent for the Custodian) to invest my contribution(s). I
agree to the terms and provisions set forth in this IRA Application including
those contained in the Telephone Exchange section, the Disclosure Statement,
the Individual Retirement Custodial Account Agreement (IRS Form 5305-A) and
the Prospectus(es). AS REQUIRED BY THE INTERNAL REVENUE SERVICE, I CERTIFY,
UNDER PENALTIES OF PERJURY, THAT THE TAXPAYER IDENTIFICATION NUMBER GIVEN ON
THE FACE OF THIS IRA APPLICATION IS CORRECT AND THAT I AM NOT SUBJECT TO
BACKUP WITHHOLDING IN MY IRA(S). THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE
YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACKUP WITHHOLDING.
Signature X_______________________________ Date ______________________________
Individual
DS-14
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, IRA TRANSFER AUTHORIZATION
CA 94120-7345
800/223-2138
</TABLE>
Please complete a separate Transfer Authorization for each Account to be
transferred.
TO EXISTING CUSTODIAN:
Name of Existing Custodian_____________________ Telephone_(________)__________
Address
_______________________________________
Street
_______________________________________
City
____________________
State
____________________
Zip Code
Individual Policy or Account:______________________ in the name of ___________
Account Name Account Number Your Name
Please liquidate/transfer in kind* $________________ or ________________% of
my IRA identified above and transfer those funds by a check,
made payable to
GT Global, for __________________________, IRA Account #______________________
Investor's Name Existing GT Global
Account Number, if applicable
AGE 70 1/2 RESTRICTIONS
(Please complete this section if you will be age 70 1/2 or older in the
transfer year.)
The following transfer restrictions apply to this transaction:
<TABLE>
<S> <C>
1. Required Minimum Distribution. I authorize the Custodian or Trustee named above (select one):
/ / to distribute my required minimum distribution to me prior to transferring my IRA assets.
/ / to segregate and retain minimum distribution amount. Distribute on ________________, 19__.
2. Required Elections. (Complete only if you have reached your required beginning date, i.e.,
April 1, following the year in which you attain age 70 1/2.)
a. My oldest primary beneficiary with respect to the transferring IRA is:
Name _____________________ Birthdate _______________ Relationship ______________________
b. My life expectancy / / was / / was not being recalculated.
c. The life expectancy of my spouse beneficiary / / was / / was not being recalculated
/ / Not Applicable. I am aware that the elections indicated above became irrevocable as of my
required beginning date and will apply to the IRA with the new Custodian indicated below.
</TABLE>
THIS FORM, ALONG WITH ALL CHECK(S) SHOULD BE MAILED TO: GT GLOBAL (AS AGENT
FOR THE CUSTODIAN), P.O. BOX 7345, SAN FRANCISCO, CA 94120-7345.
<TABLE>
<S> <C> <C>
X
____________________ ____________________ ____________________
Investor's Signature Date Signature Guarantee
(if required by
current Custodian)
</TABLE>
* If this IRA currently holds shares of a GT Global Mutual Fund, you may
request a direct transfer of shares.
FOR GT GLOBAL USE ONLY
GT Global Investor Services, Inc. (as agent for the GT Global IRA Custodian)
agrees to accept the transfer described above and upon written receipt will
apply the proceeds to investments as designated by the Investor.
X_____________________________________________________ ____________
Signature of Custodian or its
Agent Date
DS-15
<PAGE>
DS-16
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, IRA DIRECT ROLLOVER
CA 94120-7345 AUTHORIZATION
800/223-2138
</TABLE>
TO CURRENT PLAN ADMINISTRATOR OR 403(b) CUSTODIAN:
Name of Current Plan Administrator or 403(b) Custodian:_____________
Telephone (________)__________________________________________________________
Address:_______________________ ______________________ ___________ ___________
Street City State Zip Code
Plan Account:_________________________________________________________________
Plan Account Name Plan Account Number Name of Plan
Participant
Please pay my entire eligible rollover distribution from the plan identified
above directly to my GT Global IRA Custodian, for
________________________________________________________________________, IRA
Account #_______________________________________________________________
Participant Name (GT Global Account #, if known)
I. ROLLOVER/DIRECT ROLLOVER FROM AN EMPLOYER PLAN
<TABLE>
<S> <C>
A. I certify that my employer's qualified plan, qualified annuity, or 403(b) plan has made
or will make an Eligible Rollover Distribution which is being paid in a Direct Rollover
to the Custodian of my IRA; or
B. This Direct Rollover is not part of a series of payments over my life expectancy(ies )
or over a period of 10 years or more.
C. This Direct Rollover does not include any "after tax" employee contributions made by
me to the employer's plan.
D. This Direct Rollover does not include any required minimum distributions with respect
to the employer's plan.
E. I certify that I am eligible to establish an IRA with this Direct Rollover of an Eligible
Rollover Distribution, and that I am:
/ / 1. the plan participant;
/ / 2. the surviving spouse of the deceased plan participant; or
/ / 3. the spouse or former spouse of the plan participant under a Qualified Domestic Relations Order.
</TABLE>
II. ADDITIONAL INFORMATION FOR ROLLOVERS BEGINNING AT AGE 70 1/2
(Complete the following only if the direct rollover is being made after the
Participant's required beginning date, the April 1st following the calendar
year during which the Participant attained age 70 1/2):
1. My oldest primary beneficiary under the distribution plan is:
__________________________________________________________________
Birthdate _________________________ Relationship _______________________
2. My life expectancy / / was / / was not being recalculated. The life
expectancy of my spouse beneficiary / / was / / was not being recalculated.
III. COMMINGLING AUTHORIZATION
(Check if applicable):
/ / I authorize the Custodian to commingle this direct rollover with my
regular IRA contributions. I understand that commingling regular IRA
contributions with direct rollover contributions from employer plans may
preclude me from rolling over funds in my rollover IRA into another
qualified plan or 403(b) plan. With such knowledge, I authorize and direct
the Custodian to place regular IRA contributions in my rollover IRA or
vice versa.
Please make this direct payment either in the form of a check made payable, or
by wire, to GT Global, for the benefit of my IRA. All checks should be mailed
to GT Global (as agent for the Custodian), P.O. Box 7345, San Francisco, CA
94120-7345.
SIGNATURE OF PARTICIPANT
I hereby irrevocably elect, pursuant to IRS Regulation 1.402(a)(5)-1T to treat
this contribution as a rollover contribution. I understand that this will not
be a valid IRA rollover unless PART I and PART II (and, if applicable, PART
III) are correct statements. I acknowledge that, due to the complexities
involved in the tax treatment of eligible rollover distributions from
qualified plans, qualified annuities, or 403(b) plans and direct rollovers to
IRAs, the Custodian has recommended that I consult with my tax advisor or the
Internal Revenue Service before completing this transaction to make certain
that this transaction qualifies as a rollover and is appropriate in my
individual circumstances. I hereby release the Custodian from any claim for
damages on account of the failure of this transaction to qualify as a valid
rollover.
<TABLE>
<S> <C> <C>
X
______________________________ _____ ______________________________
Participant's Signature Date Signature Guarantee (if
required by current plan)
</TABLE>
FOR GT GLOBAL USE ONLY
GT Global Investor Services, Inc., (as agent for the GT Global IRA Custodian)
agrees to accept the direct rollover described above and upon receipt of such
rollover funds will apply those funds to investments as designated by the
Participant.
X___________________________________________________ _____________
Signature of Custodian or its Agent Date
DS-17
<PAGE>
IRA DIRECT ROLLOVER INSTRUCTIONS
Since the eligible rollover distributions(1) that you take from an
employer-sponsored qualified plan(2) are subject to 20% federal income tax
withholding unless you roll over these assets directly to an IRA or other
eligible retirement plan, you may wish to arrange for a direct rollover to a GT
Global IRA.
TO FACILITATE A DIRECT ROLLOVER TO A GT GLOBAL IRA, PLEASE FOLLOW THESE STEPS:
1. Complete the front portion of this form;
2. Complete the GT Global IRA Application; and
3. Return them to GT Global at P.O. Box 7345, San Francisco, CA 94120-7345.
GT Global will establish an IRA in your name, and provide you and your current
plan administrator or 403(b) custodian with your GT Global IRA account number.
Your current plan administrator or 403(b) custodian can then send the assets
directly to your GT Global IRA (by check or wire), or give you a check made
payable to your GT Global IRA.
(1) An "eligible rollover distribution" subject to 20% withholding is generally
any partial or total distribution, except: (a) substantially equal periodic
payments made for life or joint lives (or life expectancy or joint life
expectancies) or for a specified period of 10 years or more; (b) required
minimum distributions; (c) non-taxable distributions (e.g., after-tax
contributions); and (d) certain DE MINIMIS distributions, corrective
distributions, loans and other distributions specified in the Internal
Revenue Code and applicable regulations. You should verify with the
distributing employer and your tax adviser whether a distribution is an
"eligible rollover distribution."
(2) "Qualified" plans include 401(k), 403(b) and other pension and
profit-sharing plans. Section 457 deferred compensation plans for
government and tax-exempt entity employees are not "qualified." An IRA is
not considered a "qualified" plan, even if the assets held in the IRA
originated from a qualified plan. You may use the IRA Transfer
Authorization to transfer your IRA assets to a GT Global IRA. If you
receive a distribution from another IRA, you may be eligible to roll it
over to a GT Global IRA.
DS-18
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds SUPPLEMENTAL APPLICATION
P.O. Box 7345, San Francisco, CA 94120-7345 FOR AUTOMATIC INVESTMENT PLAN
800/223-2138
</TABLE>
<TABLE>
<S> <C> <C>
ACCOUNT REGISTRATION
PLEASE NOTE: Automatic Investment Plan may ONLY be used for current year IRA contributions.
Please supply the following information exactly as it appears on the Fund's records.
__________________________________________________ __________________________________________________
Name Account Number
__________________________________________________ __________________________________________________
Address Telephone Number
__________________________________________________ __________________________________________________
City State Zip Code Social Security Number
____________________________________
AUTOMATIC INVESTMENT PLAN Date of Birth
I hereby authorize the Transfer Agent of the GT Global Mutual Funds to debit my personal checking account
on the designated dates in order to purchase shares in the Fund(s) indicated at the applicable public
offering price determined on that day. Please indicate if your purchase is for Class B shares / /. If the
Class B share box is not checked, your purchase will be made in Class A shares.
Fund: ____________ $________ or _____% Fund: ____________ $________ or _____%
Fund: ____________ $________ or _____% Fund: ____________ $________ or _____%
Fund: ____________ $________ or _____% Fund: ____________ $________ or _____%
/ / Monthly on the 25th day / / Quarterly beginning on the 25th day of the month you first select:__________________
(MONTH)
(The request for participation in the Plan must be received by the 1st day of the month in which you wish
investments to begin.)
Amount of each debit (minimum $100) $__________
NOTE: A Bank Authorization Form (below) and a voided personal check must accompany the Automatic
Investment Plan Application.
</TABLE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 AUTOMATIC INVESTMENT PLAN
800/223-2138
</TABLE>
<TABLE>
<S> <C> <C>
BANK AUTHORIZATION
</TABLE>
<TABLE>
<S> <C> <C> <C>
________________________ ____________________________________ ____________
Bank Name Bank Address Bank Account Number
I/we authorize you, the above named bank, to debit my/our account for amounts drawn by the Transfer Agent of the
GT Global Mutual Funds, acting as my agent. I/we agree that your rights in respect to each withdrawal shall be
the same as if it were a check drawn upon you and signed by me/us. This authority shall remain in effect until
I/we revoke it in writing and you receive it. I/we agree that you shall incur no liability when honoring any
such debit.
I/we further agree that you will incur no liability to me/us if you dishonor any such withdrawal. This will be
so even though such dishonor results in the forfeiture of investment.
_______________________________________________________ _______________________________________________________
Account Holder's Name Joint Account Holder's Name
X __________________________ _____________ X _________________________
Account Holder's Signature Date Joint Account Holder's Signature _____________________ ___________
Date
</TABLE>
(OVER)
DS-19
<PAGE>
<TABLE>
<S> <C> <C> <C>
AGREEMENT AND SIGNATURES
The investor certifies and agrees that the certifications,
authorizations, directions and restrictions contained herein
will continue until the Transfer Agent of the GT Global Mutual
Funds receives written notice of any change or revocation. Any
change in these instructions must be in writing with all
signatures guaranteed (if applicable).
__________________________________________
Date
X
__________________________________________
__________________________________________
Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) any U.S. bank; (2) U.S.
trust company; (3) a member firm of a U.S. stock exchange; (4) a
foreign branch of any of the foregoing; or (5) any other
eligible guarantor institution. A notary public is not an
acceptable guarantor. An investor uncertain about the GT Global
Mutual Funds signature guarantee requirement should contact the
Transfer Agent.
</TABLE>
INDEMNIFICATION AGREEMENT
To: Bank Named on the Reverse
In consideration of your compliance with the request and authorization of the
depositor(s) named on the reverse, the Transfer Agent of the GT Global Mutual
Funds hereby agrees:
1. To indemnify and hold you harmless from any loss you may incur because of the
payment by you and of any debit by the Transfer Agent to its own order on the
account of such depositor(s) and received by you in the regular course of
business for payment, or arising out of the dishonor by you of any debit,
provided there are sufficient funds in such account to pay the same upon
presentation.
2. To defend at its own expense any action which might be brought by any
depositor or any other persons because of your actions taken pursuant to the
above mentioned request or in any manner arising by reason of your participation
in connection with such request.
DS-20
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[CAMERA READY COPY]
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GT GLOBAL IRA
NOTES
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GT GLOBAL IRA
NOTES
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GT GLOBAL IRA
NOTES
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<PAGE>
EXHIBIT 99.14(c)
------------------------
QUESTIONS AND ANSWERS
FOR EMPLOYEES
- ----------------------------------------------------------
Q. AM I ELIGIBLE FOR A SIMPLE IRA?
A. You are eligible to participate in your employer's SIMPLE IRA for a
calendar year if (i) you are an employee of an "eligible employer," (ii) you
received at least $5,000 in compensation from your employer during any two
preceding calendar years, and (iii) you are reasonably expected to receive at
least $5,000 in compensation during the current calendar year. Depending on the
criteria selected by your employer, you might not be eligible to participate in
your employer's SIMPLE IRA if (i) you are covered under a collective bargaining
agreement for which retirement benefits were the subject of good faith
bargaining, or (ii) you are a nonresident alien and you received no earned
income from your employer from sources within the United States. Consult your
employer's plan document (Form 5305-SIMPLE if your employer designates the
custodian for your SIMPLE IRA or Form 5304-SIMPLE if your employer does not
designate the required custodian) to determine whether you are eligible to
participate in its SIMPLE IRA.
You are an employee of an eligible employer for a calendar year if your
employer (i) employs no more than 100 employees who received at least $5,000 of
compensation from your employer during the preceding calendar year and (ii) does
not maintain another qualified plan for the calendar year. If your employer was
eligible for a particular calendar year and in a subsequent calendar year
exceeds this 100 employee limit, your employer will be an eligible employer for
an additional two calendar years.
Q. HOW MUCH CAN I CONTRIBUTE?
A. You can contribute up to $6,000 per year to your SIMPLE IRA through a
Salary Reduction Agreement that designates the percentage of your compensation
that your employer will withhold from your paycheck, on a pre-tax basis, and
contribute to your SIMPLE IRA. This limit may be adjusted from time to time by
the Internal Revenue Service to reflect increases in the cost of living.
Q. WHEN CAN I START MAKING CONTRIBUTIONS?
A. You can elect to make contributions to your SIMPLE IRA for a calendar year
at any time during November and December of the preceding calendar year by
completing a Salary Reduction Agreement and filing it with your employer. For
future calendar years, you do not need to refile a Salary Reduction Agreement,
but you can change your contributions for a calendar year by completing a new
Salary Reduction Agreement and giving it to your employer during November or
December of the preceding calendar year. For example, you can increase your
contributions from 5% of your compensation in 1997 to 6% of your compensation in
1998 by filing a new Salary Reduction Agreement with your employer in November
or December of 1997.
You can stop making contributions to your SIMPLE IRA at any time; however, if
you stop making contributions at any time during a calendar year, you may not be
eligible to start making contributions again until the beginning of the next
calendar year (and will need to complete a new Salary Reduction Agreement and
give it to your employer during November or December of the preceding calendar
year).
Q. HOW MUCH DOES MY EMPLOYER CONTRIBUTE?
A. Generally, for any calendar year, your employer will contribute to your
SIMPLE IRA an amount equal to 100% of your contributions to your SIMPLE IRA, up
to a maximum of 3% of your compensation for that calendar year. However, your
employer may choose either (i) to match 100% of your contributions, up to a
maximum of 1% of your compensation for a calendar year (but your employer may
only elect this lower maximum contribution twice during any five year period),
or (ii) to contribute an amount equal to 2% of your compensation (not taking
into account compensation over $160,000, as adjusted by the Internal Revenue
Service to reflect increases in the cost of living) for a calendar year if you
receive at least $5,000
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GT GLOBAL SIMPLE IRA
of compensation from your employer for that year. If your employer elects to
contribute anything other than 100% of your contributions, up to 3% of your
compensation for a calendar year, it will notify you within a reasonable amount
of time before November 1st of the preceding calendar year so that you can
adjust your contributions for the coming calendar year.
Q. ARE CONTRIBUTIONS TO MY SIMPLE IRA TAXABLE?
A. Your contributions to your SIMPLE IRA are made on a "pre-tax" basis, which
means that compensation that would otherwise have been subject to federal income
tax at the time you received it will not be taxed if, instead, it is withheld
from your paycheck by your employer and contributed to your SIMPLE IRA. Your
contributions are taken into account, however, for purposes of social security,
medicare, railroad retirement, and unemployment taxes. Amounts contributed by
your employer to your SIMPLE IRA are not subject to federal income tax at the
time they are contributed nor taken into account for purposes of social
security, medicare, railroad retirement, and unemployment taxes. Contributions
and earnings on contributions to your SIMPLE IRA are not taxed until
distributed.
Q. WHEN CAN I WITHDRAW MONEY FROM MY SIMPLE IRA?
A. You can withdraw all or part of your money at any time, but ordinary
federal (and, in most cases, state or local) income taxes will be due on
withdrawals of contributions and earnings from your SIMPLE IRA in the year the
withdrawals are made. In addition, if you withdraw money prior to reaching age
59 1/2, you may be subject to a 10% federal penalty on early withdrawals. This
penalty is increased to 25% if you make a withdrawal from your SIMPLE IRA at any
time during the two-year period beginning on the date you first participated in
a SIMPLE IRA. After age 59 1/2, you may withdraw money from your IRA without
penalty. Under current law, you must begin withdrawing money by April 1
following the year in which you reach age 70 1/2.
Q. CAN I CONSOLIDATE MY SIMPLE IRA ASSETS WITH MY OTHER IRA ASSETS?
A. You may transfer your SIMPLE IRA assets to another SIMPLE IRA or, at any
time after expiration of the two-year period beginning on the date you first
participated in a SIMPLE IRA, to any other IRA. However, you may not include
regular or spousal IRA assets in your SIMPLE IRA.
Q. WHAT IS THE DIFFERENCE BETWEEN A SIMPLE IRA TRANSFER AND A SIMPLE IRA
ROLLOVER?
A. A SIMPLE IRA transfer moves your SIMPLE IRA assets directly from one
financial institution to another. You may, for instance, consolidate your SIMPLE
IRA at GT Global by transferring SIMPLE IRA assets from a bank, trust company,
insurance company or mutual fund to your SIMPLE IRA or to another IRA at GT
Global (presumably, in the latter case after the two-year participation
requirement in your other SIMPLE IRA is met); your current custodian will
liquidate your SIMPLE IRA assets (if not currently held in GT Global Mutual
Funds) and send the check directly to GT Global.
A SIMPLE IRA rollover reinvests SIMPLE IRA assets distributed to you. With a
rollover you can take receipt of your SIMPLE IRA assets for up to 60 days before
reinvesting them in another SIMPLE IRA or, after the two-year period described
above, another IRA. (Please note that you must reinvest your SIMPLE IRA assets
within 60 days to maintain their tax-deferred status.) You may do only one
rollover in any 12-month period. There is no restriction on the number of SIMPLE
IRA transfers you may effect in a year.
Q. WHAT FORMS OR REPORTS DO I FILE FOR MY SIMPLE IRA CONTRIBUTIONS?
A. You file no special forms with the Internal Revenue Service regarding your
contributions to your SIMPLE IRA.
Q. WHAT FORMS OR REPORTS DOES MY EMPLOYER FILE FOR MY SIMPLE IRA?
A. Your employer will give you a copy of the completed plan document (either
Form 5305-SIMPLE or Form 5304-SIMPLE). Your employer will also report your
contributions to your SIMPLE IRA on Form W-2.
Q. WHAT REPORTS WILL GT GLOBAL PROVIDE?
A. Prior to January 31 of each year, GT Global will provide you with a
statement showing your SIMPLE IRA account balance as of December 31st of the
previous year and your SIMPLE IRA account activity for that previous year. If
your employer has used Form 5305-SIMPLE to establish its SIMPLE plan you will
also receive by January 31 of each year a copy of Form 1099-R filed with the
Internal Revenue Service showing
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distributions made from your SIMPLE IRA during the previous year. Otherwise, the
custodian you designated on Form 5304-SIMPLE will provide you with this
information. GT Global will also report your contributions and account value to
the IRS on Form 5498.
Q. IF I ALREADY HAVE AN IRA, CAN MY EMPLOYER AND I MAKE THE SIMPLE IRA
CONTRIBUTIONS TO THAT?
A. No. You need to establish a separate SIMPLE IRA and may use Form 5305-SA to
do so.
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QUESTIONS AND ANSWERS
FOR EMPLOYERS
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Q. AM I ELIGIBLE TO ESTABLISH A SIMPLE IRA FOR MY EMPLOYEES?
A. If you (i) employ no more than 100 employees who received at least $5,000
in compensation from you during the preceding calendar year and (ii) do not
maintain another qualified plan during the current year. Generally, if you were
eligible for a particular calendar year and in a subsequent calendar year employ
more than 100 employees, you will be an eligible employer for an additional two
calendar years.
Q. WHAT EMPLOYEES MUST BE COVERED?
A. At a minimum, any employee is eligible to participate who (i) received at
least $5,000 in compensation from you during any two preceding calendar years,
and (ii) is reasonably expected to receive at least $5,000 in compensation
during the calendar year. You may choose to make all your employees eligible or
expand the group of eligible employees by reducing the minimum compensation
necessary for the current year or prior years, or both. You may exclude any
employee who (i) is covered by a collective bargaining agreement for which
retirement benefits were the subject of good faith bargaining between you and
the employee's union or (ii) is a nonresident alien and received no United
States-sourced income from you.
Q. HOW MUCH CAN AN EMPLOYEE CONTRIBUTE?
A. Each employee can contribute up to $6,000 per year to his or her SIMPLE IRA
through a Salary Reduction Agreement that designates the percentage of the
employee's compensation that will be withheld from his or her paycheck, on a
pre-tax basis, and contributed to his or her SIMPLE IRA. This limit may be
adjusted from time to time by the Internal Revenue Service to reflect increases
in the cost of living.
Q. WHEN CAN EMPLOYEES START MAKING CONTRIBUTIONS?
A. Employees can elect to make contributions to a SIMPLE IRA for a calendar
year at any time during November and December of the preceding calendar year by
completing a Salary Reduction Agreement and filing it with the employer. For
future calendar years, employees do not need to refile a Salary Reduction
Agreement, but employees can change their contributions for a calendar year by
completing a new Salary Reduction Agreement and giving it to the employer during
November or December of the preceding calendar year. An employee may terminate
his or her contributions to the SIMPLE IRA at any time; however, if an employee
stops making contributions at any time during a calendar year, you may elect,
under your SIMPLE IRA plan, to preclude the employee from making contributions
again until the beginning of the next calendar year after completing a new
Salary Reduction Agreement during November or December of the preceding calendar
year.
Q. HOW MUCH DOES THE EMPLOYER CONTRIBUTE?
A. Generally, for any calendar year, the employer will contribute to each
employee's SIMPLE IRA an amount equal to 100% of the employee's contributions to
his or her SIMPLE IRA, up to a maximum of 3% of the employee's compensation for
that calendar year. However, an employer may elect (i) to match 100% of each
employee's contributions up to a maximum of 1% of compensation for a calendar
year (but the employer may only elect this lower maximum contribution twice
during any five year period), or (ii) to contribute an amount equal to 2% of
each employee's compensation (not taking into account compensation over
$160,000, as adjusted from time to time by the Internal Revenue Service to
reflect increases in the cost of living) for a calendar year, but only to the
extent
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that such employee receives compensation from the employer for that year in
excess of $5,000. If you elect to contribute anything other than 100% of the
employee contributions, up to 3% of the employee's compensation for a calendar
year, you must notify your employees within a reasonable amount of time before
November 1st of the preceding calendar year so that the employees can adjust
their contributions for the next calendar year.
Q. ARE MY CONTRIBUTIONS DEDUCTIBLE?
A. As an employer, your contributions are deductible for federal income tax
purposes in your tax year including the end of the calendar year for which they
are made. Contributions are treated as made for a particular tax year if they
are made for that year and paid by the due date (including extensions) of your
federal income tax return for that year.
Q. ARE SIMPLE IRA CONTRIBUTIONS TAXABLE?
A. Subject to the applicable limits, all contributions to an employee's SIMPLE
IRA are made on a "pre-tax" basis and not taxed until distributed. Salary
reduction contributions are taken into account, however, for purposes of social
security, medicare, railroad retirement, and unemployment taxes (but employer
contributions are not).
Q. WHEN CAN AN EMPLOYEE WITHDRAW MONEY FROM HIS OR HER SIMPLE IRA?
A. An employee can withdraw all or part of his or her money at any time, but
ordinary federal (and, in most cases, state or local) income taxes will be due
on withdrawals of contributions and earnings from a SIMPLE IRA in the year the
withdrawals are made. In addition, if an employee withdraws money prior to
reaching age 59 1/2, he or she may be subject to a 10% federal penalty on early
withdrawals. This penalty is increased to 25% if the withdrawal is made at any
time during the two-year period beginning on the date the employee first
participated in a SIMPLE IRA. After age 59 1/2, an employee may withdraw money
from his or her SIMPLE IRA without penalty. Under current law, an employee must
begin withdrawing money by April 1 following the year in which he or she reaches
age 70 1/2.
An employee may transfer his or her SIMPLE IRA assets to another SIMPLE IRA
or, anytime after having participated in the SIMPLE IRA for two years, to any
other IRA.
Q. WHAT'S THE DIFFERENCE BETWEEN FORM 5305-SIMPLE AND FORM 5304-SIMPLE?
A. If you want to be sure that all your employees have the same SIMPLE IRA
custodian (the GT Global SIMPLE IRA Custodian) which you designate, use Form
5305-SIMPLE to establish your SIMPLE plan. Otherwise, if you will permit each
employee to select his or her own custodian, use Form 5304-SIMPLE. Form
5304-SIMPLE also requires that either you or the custodian selected by the
employee provide the employee with the procedures for withdrawal of SIMPLE IRA
contributions. With Form 5304-SIMPLE, your employees may still select the GT
Global SIMPLE IRA Custodian as their Custodian.
If you use Form 5305-SIMPLE and a designated financial institution, only Class
A or Advisor Class GT Global Mutual Fund shares may be purchased for employees'
SIMPLE IRAs. With Form 5304-SIMPLE, Class A, Class B or Advisor Class shares may
be purchased for the SIMPLE IRAs. Advisor Class shares are not sold directly to
the general public and are only available through certain employee benefit
plans, financial institutions and other entities that have entered into specific
agreements with GT Global. Please see a Fund prospectus for more information.
Q. WHAT FORMS OR REPORTS DOES AN EMPLOYER FILE FOR A SIMPLE IRA PLAN?
A. All SIMPLE IRA contributions made by an employee are reported on Form W-2.
You do not have to file any annual information returns (such as Form 5500).
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GT GLOBAL SIMPLE
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT AND APPLICATION
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1. GENERAL
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Internal Revenue Service Regulations require that you be given this Disclosure
Statement for the purpose of informing you of the restrictions and limitations
on how you may use a SIMPLE Individual Retirement Account (SIMPLE IRA). Please
read this Disclosure Statement together with the Form 5305-SIMPLE or Form
5304-SIMPLE signed by your employer that is used to establish the SIMPLE plan,
the Custodial Agreement or Form 5305-SA that is used to establish the IRA into
which SIMPLE contributions will be made and the prospectus(es) for the GT Global
Mutual Fund(s) in which you are investing. The provisions of the Form
5305-SIMPLE or Form 5304-SIMPLE, Custodial Agreement and prospectus(es) must
prevail over this statement in any instance where the statement is incomplete or
appears to be in conflict.
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2. IRREVOCABILITY OF ACCOUNT
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The Internal Revenue Service requires that you receive this disclosure
statement at least 7 days prior to the establishment of your SIMPLE IRA. Because
of this requirement, your application will not be accepted by the Custodian
until at least 7 days after the date you received this disclosure statement.
Prior to such acceptance, you may receive back the entire amount that you have
contributed, without reduction for fees or other expenses. If your employer used
Form 5305-SIMPLE or your employer used Form 5304-SIMPLE and you selected the GT
Global SIMPLE IRA Custodian, you may request that your contribution be returned
to you by writing to GT Global Investor Services, Inc. (agent for the
Custodian), P.O. Box 7345, San Francisco, CA 94120-7345 or by calling GT Global
toll free at (800) 223-2138 within 7 days of the date you have signed the
Custodial Agreement. All telephone requests must be confirmed in writing. If you
selected a Custodian other than the GT Global SIMPLE IRA Custodian, you should
send the written request to your Custodian within 7 days of signing the
Custodial Agreement. Once your application for a GT Global SIMPLE IRA is
accepted by the Custodian, it cannot be revoked by you.
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3. ELIGIBLE EMPLOYEE
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You are eligible to participate in a GT Global SIMPLE IRA for a calendar year
if (i) you are an employee of an "eligible employer" and your employer has
authorized your participation in a SIMPLE IRA by signing Form 5305-SIMPLE or
Form 5304-SIMPLE, (ii) you received at least $5,000 in compensation from your
employer during any two preceding calendar years, and (iii) you are reasonably
expected to receive at least $5,000 in compensation during the current calendar
year. You must also establish an IRA into which SIMPLE plan contributions can be
made.
Depending on the criteria selected by your employer, as set forth in Form
5305-SIMPLE or Form 5304-SIMPLE, you may not be eligible to participate in a
SIMPLE IRA if you are (i) covered under a collective bargaining agreement for
which retirement benefits were the subject of good faith bargaining, or (ii) a
nonresident alien receiving no United States-sourced earned income from your
employer.
An eligible employer for a calendar year is an employer that (i) employs no
more than 100 employees who received at least $5,000 in compensation during the
preceding calendar year and (ii) does not maintain another qualified plan for
that calendar year. If your employer was eligible for a particular calendar year
and in a subsequent calendar year exceeds this 100 employee limit, your employer
will be an eligible employer for an additional two calendar years.
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4. YOUR SIMPLE IRA
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A SIMPLE IRA is a combination of a SIMPLE plan and individual retirement
account (IRA). Under the SIMPLE plan, your employer makes salary reduction and
other contributions to an IRA on your behalf, as described in Section 5. Your
SIMPLE IRA is a trust or custodial account created or organized in the United
States for your exclusive benefit or for the benefit of your beneficiaries. The
SIMPLE IRA must be created by written instrument that meets the following
requirements:
(1) The trustee or custodian must be a bank, federally insured credit union,
savings and loan association, or (under federal regulations) another person
eligible to act as trustee or custodian;
(2) Your interest in the SIMPLE IRA is nonforfeitable; that is, it is fully
vested at all times;
(3) No part of the trust or custodial funds may be invested in life insurance
contracts or certain collectibles nor may the assets be commingled with other
property except in a common trust fund or common investment fund; and
(4) Your interest in the SIMPLE IRA must begin to be distributed by April 1 of
the year following the year in which you reach age 70 1/2. The distribution
may be made in a single sum, or you may receive periodic distributions, starting
by April 1 of the year following the year in which you reach age 70 1/2, so
long as your entire interest in the SIMPLE IRA is distributed over one of the
following periods:
(a) Your life;
(b) The joint lives of you and your designated beneficiary;
(c) A specific period not extending beyond your life expectancy; or
(d) A specific period not extending beyond the life expectancy of you and
your designated beneficiary.
If the amount distributed is less than the minimum amount required to be
distributed to you under the Internal Revenue Code, an excise tax will be
imposed on you in an amount equal to 50% of the excess of the amount required to
be distributed to you over the amount you actually receive.
(5) If you die after distributions have begun, your beneficiary must receive
the remaining payments at least as rapidly as under the method of distribution
being used on the date of your death. If you die before distributions have begun
or if your surviving spouse dies before distributions have begun, any interest
remaining must, by December 31 of the calendar year which contains the fifth
anniversary of your death or the death of your surviving spouse, be distributed
in a single sum. If your (or your surviving spouse's) designated beneficiary
wishes to receive an immediate annuity which provides for payments over the
beneficiary's life or over a specific period not exceeding the beneficiary's
life expectancy, the beneficiary must elect to receive such payments by December
31 following the calendar year of your death. Such payments also must begin by
that date. If your designated beneficiary is your spouse, annuity payments need
not commence until December 31 of the year you would have attained age
70 1/2. This annuity contract will not allow one's life expectancy to be
recalculated. The election will also apply to beneficiaries who make additional
contributions or rollovers in their own names to the IRA. An amount is not
distributed if it is rolled over into an Individual Retirement Account, annuity,
or retirement bond for the benefit of the beneficiary.
(6) If your surviving spouse is your designated beneficiary, your SIMPLE IRA
assets may be rolled over into his or her own IRA. No rollover from your SIMPLE
IRA is available for a beneficiary other than your surviving spouse, and such
non-spouse beneficiary must take the SIMPLE IRA assets in the form of a taxable
distribution.
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5. CONTRIBUTIONS
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Contributions to your SIMPLE IRA are made by your employer in the form of (i)
your salary reduction contributions, and (ii) additional employer contributions.
SALARY REDUCTION CONTRIBUTIONS
You may elect to have withheld from your regular paycheck, on a pre-tax basis,
a percentage of your compensation, which your employer will contribute on your
behalf to your SIMPLE IRA. The maximum amount of salary reduction contributions
that may be made on your behalf for a calendar year is $6,000. This limit may be
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adjusted from time to time to reflect increases in the cost of living increases
announced by the Internal Revenue Service.
ADDITIONAL EMPLOYER CONTRIBUTIONS
Generally, for any calendar year, your employer will contribute to your SIMPLE
IRA an amount equal to 100% of your salary reduction contributions to your
SIMPLE IRA, up to a maximum of 3% of your compensation for that calendar year.
However, your employer may choose either (i) to match 100% of your contributions
up to a maximum of 1% of your compensation for a calendar year (but your
employer may elect this lower maximum contribution only twice during any five
year period), or (ii) to contribute an amount equal to 2% of your compensation
for a calendar year if you receive at least $5,000 from your employer for that
year. For purposes of determining the 2% additional employer contribution, your
employer may not take into account any compensation that you earn in excess of
$160,000. This limit may be adjusted from time to time to reflect cost of living
increases announced by the Internal Revenue Service. This limit does not apply
for purposes of determining the amount of an employer matching contribution.
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6. TAXATION OF CONTRIBUTIONS AND EARNINGS
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Your salary reduction contributions to your SIMPLE IRA are made on a "pre-tax"
basis, which means that compensation that would otherwise have been subject to
federal income tax at the time you received it will not be taxed if, instead, it
is withheld from your paycheck by your employer and contributed to your SIMPLE
IRA, subject to the $6,000 maximum, as adjusted. Your contributions are taken
into account for purposes of federal social security, medicare, railroad
retirement and unemployment taxes.
Your employer's contributions to your SIMPLE IRA, to the extent not in excess
of the maximum contributions described above, are not included in your gross
income in the year of contribution for federal income tax purposes or for
purposes of federal social security, medicare, railroad retirement and
unemployment taxes.
Contributions to your SIMPLE IRA are not taxed until distributed, as described
in Section 8 below.
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7. TRANSFERS AND ROLLOVERS
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Transfers allow you to transfer IRA assets directly from one IRA to another on
a tax-free basis. You may transfer assets between SIMPLE IRAs (regardless of
whether they are maintained by the same trustee or custodian) on a tax-free
basis at any time in accordance with the rules of the SIMPLE IRAs involved in
the transfer. In addition, if you have participated in a SIMPLE IRA for at least
two years, you may transfer your SIMPLE IRA assets to an IRA that is not a
SIMPLE IRA (regardless of whether the IRA and the SIMPLE IRA are maintained by
the same trustee or custodian) in accordance with the rules of the IRA and
SIMPLE IRA involved in the transfer.
You may rollover all or a portion of certain distributions from a SIMPLE IRA
to a SIMPLE IRA maintained by another trustee or custodian, at any time. In
addition, if you have participated in a SIMPLE IRA for at least two years, you
may rollover all or a portion of certain distributions from the SIMPLE IRA to an
IRA that is not a SIMPLE IRA (regardless of whether the IRA and the SIMPLE IRA
are maintained by the same trustee or custodian). In order to be treated as a
rollover, the rollover must be completed within 60 days of the distribution.
Only certain distributions are eligible for rollover treatment. These include
one-time lump sum distributions of the entire balance of your SIMPLE IRA and
installments distributions of less than 10 years. Distributions in the form of
annuities and required distributions (based upon your attainment of age 70 1/2)
are not eligible for rollover treatment. Generally, you are permitted to
rollover a distribution from your SIMPLE IRA no more than once during any
12-month period.
Rollover distributions are not subject to federal income tax at the time of
the rollover; however, if the rollover is not accomplished directly (i.e., you
take possession of the distribution and roll it over within 60 days thereafter),
the distribution will be subject to mandatory federal income tax withholding. If
you do not replace the amount withheld in the amount rolled over, the amount
withheld will be treated as a distribution and subject to federal income tax.
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8. DISTRIBUTIONS
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Distributions from your SIMPLE IRA are taxed as ordinary income for the
calendar year in which they are received, regardless of their source. They are
not eligible for capital gains treatment or the special 5-year averaging rules
that apply (for tax years beginning prior to 2000) to lump sum distributions
from qualified employer plans.
As provided in Form 5305-SA, you may elect to have your SIMPLE IRA distributed
in: a single sum payment; an annuity contract; or equal annual installments over
a specified period not to exceed your life expectancy or the joint life and last
survivor expectancy of you and your designated beneficiary. In general, you must
begin receiving distributions from your SIMPLE IRA no later than April 1
following the calendar year in which you reach age 70 1/2. There is a prescribed
minimum amount for such distributions and an excise tax may be imposed if the
amount distributed to you is less than the required amount. If you die before
your SIMPLE IRA is completely distributed to you, the remaining balance in your
SIMPLE IRA will be distributed to your beneficiary(ies) either in accordance
with the method of distribution in effect at your death (if on or after the
required beginning date) or as otherwise permitted (if your death occurs prior
to the required beginning date).
You may have to pay an additional 15% excess distribution tax on IRA and
qualified retirement plan distributions that exceed $160,000 for an installment
distribution or $800,000 for a lump sum distribution (each of which is an
indexed amount and may be subject to further adjustment). This excise tax is
reduced by any tax you may owe on premature distributions which apply to this
excess distribution. This 15% tax does not apply to distributions in 1997, 1998
or 1999 and may not apply in certain other circumstances. You should contact
your own tax adviser for more information.
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9. PREMATURE DISTRIBUTIONS
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A penalty tax of 10% is imposed on taxable distributions made to you or your
beneficiaries before you attain age 59(1)/(2). No penalty tax will be imposed if
the distribution is (i) a return of nondeductible contributions, (ii) made on
account of your death or disability, (iii) made in substantially equal payments
over life or life expectancy as permitted in accordance with the provisions of
Section 72(t)(2) of the Code and the regulations promulgated thereunder, or (iv)
contributed as a "rollover" within 60 days. In addition, for distributions made
after 1996, the penalty tax does not apply if the distribution is made (i) to
pay for medical expenses in excess of 7.5% of your adjusted gross income or (ii)
if you are unemployed, to pay for medical insurance premiums after you have
received unemployment compensation for a specified period. This tax is in
addition to any tax that is due because you must include the premature
distribution in your gross income. If this 10% penalty tax otherwise applies and
you receive a distribution from your SIMPLE IRA within the two-year period
beginning on the date you first participated in the SIMPLE IRA, the penalty tax
applicable to that distribution is increased to 25%.
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10. TAXABILITY OF ACCOUNT
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Your SIMPLE IRA is exempt from tax unless you or your beneficiaries engage in
a prohibited transaction under Section 4975 of the Internal Revenue Code.
Examples of prohibited transactions include your borrowing from the SIMPLE IRA
or your selling property to or buying property from the SIMPLE IRA.
If you engage in a prohibited transaction, your IRA will lose its tax exempt
status as of the first day of the tax year in which the prohibited transaction
occurs. Once your SIMPLE IRA loses its exempt status, you must include the fair
market value of its assets in your income for that tax year. You will also be
subject to the 10% or 25% penalty tax on premature distributions.
If you use your SIMPLE IRA or any portion thereof as security for a loan, the
portion so used will be treated as distributed to you and will be currently
taxable and subject to the 10% or 25% tax on premature distributions.
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11. FINANCIAL DISCLOSURES
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Contributions to your SIMPLE IRA will be invested in shares of a GT Global
Mutual Fund. You may receive earnings on your shares in the form of income
dividends or net realized capital gain distributions. Such earnings will be
reinvested in additional shares of a GT Global Mutual Fund. The growth in value
of the
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SIMPLE IRA is neither guaranteed nor projected. The gross income received by a
GT Global Mutual Fund is reduced by the fees paid to the manager of the Fund,
Chancellor LGT Asset Management, Inc., and by expenses incurred by the Fund,
such as accounting fees, taxes, interest, trustee fees and brokerage charges.
Each Fund's prospectus contains more complete information including charges,
expenses, the risks of global and emerging market investing and other matters of
interest to a prospective investor.
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12. MISCELLANEOUS
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You are required to file form 5329 (Return for Individual Retirement Savings
Arrangements) for a taxable year in which you are subject to penalty taxes in
connection with your SIMPLE IRA.
The enclosed agreement has been approved as to form for use in establishing
custodial accounts by the Internal Revenue Service. The Internal Revenue Service
approval is a determination as to form only and does not represent a
determination of the merits of the account.
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13. ADDITIONAL INFORMATION
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Additional information on Individual Retirement Accounts (including IRS
Publication 590) can be obtained from any district office of the Internal
Revenue Service.
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FORM 5305-SA
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[ARTICLE VIII INSERT TO CAMERA READY COPY]
See Exhibit A to Form 5305-SA for additional terms applicable to your GT Global
SIMPLE IRA. Exhibit A is incorporated in and made part of your GT Global SIMPLE
IRA by this reference.
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EXHIBIT A TO FORM 5305-SA,
ARTICLE VIII
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The following provisions constitute Article VIII of Form 5305-SA which is used
to establish your GT Global SIMPLE IRA.
1. The Custodian is under no duty to compel the Participant to make any
contributions to the Account and shall have no duty to assure that such
contributions are appropriate in amount.
2. The amount of each contribution by a Participant or by Participant's
employer shall be applied to the purchase of shares of GT Global Mutual Funds
(hereinafter "Funds"). The Participant acknowledges receipt of the appropriate
current prospectus of the Funds. All dividends and capital gain distributions
received on securities held in the Custodial Account (the "Account") shall be
reinvested in additional shares of the Funds and credited to the Account. Shares
acquired in the Account will be held beneficially for the Participant in the
name of the Custodian or its nominee.
3. The Custodian shall deliver to the Participant all shareholder notices and
reports, prospectuses, financial statements, proxy material and other material
as they are received from the Funds. The Custodian shall vote at all shareholder
meetings of the Funds in accordance with written instructions of the Participant
which will be secured by the Custodian. If no written instructions are received
from the Participant, the Participant's shares shall not be voted.
4. The Custodian may resign upon at least 60 days written notice to the
Participant and Participant's employer, as applicable, and may be removed by the
Participant upon 60 days written notice to the Custodian and Participant's
employer, as applicable. Upon resignation by the Custodian, it shall transfer
the assets of the Account in such a manner as the Participant shall designate,
but in the absence of such designation, the Custodian will use its best efforts
to transfer the assets of the Account to a successor custodian to be held under
an Individual Retirement Account qualifying under Section 408 of the Internal
Revenue Code. Upon removal of the Custodian by action of the Participant, the
assets of the Account shall be transferred in accordance with the Participant's
instructions.
5. If the Participant does not effectively elect any of the methods of
distribution described above by the April 1 following the calendar year in which
he or she reaches age 70 1/2, the assets of the Account shall be distributed to
the Participant in equal or substantially equal payments over the Participant's
life expectancy in accordance with the minimum distribution requirements
applicable to the Account as described in Article IV of Form 5305-SA unless the
Participant effectively elects another method of distribution.
6. By completing the Beneficiary Designation section of the SIMPLE IRA
Application, the Participant may designate one or more beneficiaries to receive
such benefits in the event of his or her death. Should the Participant die
without an effective designation of beneficiary, the assets of the Account shall
be distributed to the Participant's surviving spouse, or if there is no
surviving spouse, to the Participant's estate in a single payment, unless
another method of distribution has been elected by such spouse or estate, as
applicable.
-------
DS-8
<PAGE>
FORM 5305-SIMPLE
[ CAMERA READY COPY ]
DS-9
<PAGE>
[ARTICLE VI INSERT TO CAMERA READY COPY]
See Exhibit A to Form 5305-SIMPLE for additional terms applicable to your GT
Global SIMPLE plan. Exhibit A on page DS-14 is incorporated in and made part of
your GT Global SIMPLE plan by this reference.
DS-10
<PAGE>
FORM 5305-SIMPLE, PG. 3
[ CAMERA READY COPY ]
DS-11
<PAGE>
FORM 5305-SIMPLE, PG. 4
[ CAMERA READY COPY ]
DS-12
<PAGE>
FORM 5305-SIMPLE, PG. 5
[ CAMERA READY COPY ]
DS-13
<PAGE>
FORM 5305-SIMPLE, PG. 6
[ CAMERA READY COPY ]
EXHIBIT A TO FORM 5305-SIMPLE
ARTICLE VI
The following provisions constitute Article VI of Form 5305-SIMPLE which is used
to establish your GT Global SIMPLE Plan.
WITHDRAWALS (INCLUDING TRANFERS AND ROLLOVERS).
An employee may withdraw all or a part of his or her contribution to the
employee's SIMPLE IRA by submitting to GT Global Investor Services, Inc., as
agent for the GT Global SIMPLE IRA Custodian, a request in such form as the
Custodian may reasonably require. Further information about how to make
withdrawals from your SIMPLE IRA, including the forms which may be necessary,
may be obtained by calling GT Global at 1-800-223-2138. A request for a transfer
of the employee's SIMPLE IRA account balance to another SIMPLE IRA (or, after at
least two years from the employee's initial participation in this SIMPLE plan,
to another IRA) will be made without cost or penalty if made at any time, in
writing, during the 60-day period preceding January 1 each year (i.e., from
November 1 to December 31), or for the year the employee first becomes eligible
to participate, the 60-day period beginning when the employee becomes eligible.
DS-14
<PAGE>
FORM 5304-SIMPLE, PG. 1
[ CAMERA READY COPY ]
DS-15
<PAGE>
FORM 5304-SIMPLE, PG. 2
[ CAMERA READY COPY ]
DS-16
<PAGE>
FORM 5304-SIMPLE, PG. 3
[ CAMERA READY COPY ]
DS-17
<PAGE>
FORM 5304-SIMPLE, PG. 4
[ CAMERA READY COPY ]
DS-18
<PAGE>
FORM 5304-SIMPLE, PG. 5
[ CAMERA READY COPY ]
DS-19
<PAGE>
FORM 5304-SIMPLE, PG. 6
[ CAMERA READY COPY ]
DS-20
<PAGE>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 SIMPLE IRA APPLICATION
800/223-2138
<TABLE>
<S> <C> <C>
Account Registration
TYPE OF ACCOUNT: / / CONTRIBUTORY / / SIMPLE IRA ROLLOVER* / / SIMPLE IRA TRANSFER**
* I have attached a completed SIMPLE IRA Direct Rollover Authorization, if applicable.
** I have attached a completed SIMPLE IRA Transfer Authorization.
Name____________________________________ Employer Name______________________________
Address_________________________________ Address ___________________________________
STREET STREET
________________________________________ ___________________________________________
CITY STATE ZIP CODE CITY STATE ZIP CODE
Tel. No.( )_________ Fax No.( )_________ Tel. No.( )__________ Fax No.( )___________
Form of employer's plan:
Social Security Number__________________ / / Form 5305-SIMPLE. (Please send this
(or Tax Identification Number) Application and the Custodial Account
Agreement (Form 5305-SA) to GT Global.)
Date of Birth___________________________ / / Form 5304-SIMPLE. (Please send this
Application and the Custodial Account
Agreement (Form 5305-SA) to the institution
you selected as custodian.)
Fund Selection & Initial Contribution
Each GT Global Mutual Fund issues three classes of shares. Class A
shares are sold with an initial sales charge while Class B shares
are sold without an initial sales charge but are subject to higher
expense levels and to a contingent deferred sales charge payable
on certain redemptions. Advisor Class shares are sold through a
different prospectus than Class A and Class B shares, are not sold
directly to the general public and are only available through
certain employee benefit plans, financial institutions and other
entities that have entered into specific agreements with GT
Global, Inc. Please read the prospectus of such Funds carefully
before you invest. Please check applicable box:
</TABLE>
/ /Enclosed is a check for $________ made payable to GT Global (as agent for
the Custodian) to be invested as a rollover contribution from another
SIMPLE IRA in the Fund(s) hereby specified.
/ /This is a transfer from another SIMPLE IRA to be invested in the Fund(s)
hereby specified. (Please indicate only the PERCENTAGE of the transfer you
wish allocated to each Fund. Please complete the separate SIMPLE IRA
Transfer Authorization Form.)
/ /The above-referenced employer will make contributions to my SIMPLE-IRA to
be invested in the Fund(s) hereby specified. (Please indicate only the
PERCENTAGE of each contribution that you wish allocated to each Fund.)
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER: / / CLASS A SHARES
/ / CLASS B SHARES (NOT AVAILABLE IF YOUR EMPLOYER USED FORM 5305-SIMPLE OR
FOR PURCHASES OF $500,000 OR MORE OR FOR THE GT GLOBAL DOLLAR FUND) OR / /
ADVISOR CLASS SHARES.
If a class share box is not checked, your investment will be made in Class A
shares.
<TABLE>
<CAPTION>
INITIAL CONTRIBUTION
<S> <C> <C>
07 / / GT GLOBAL WORLDWIDE GROWTH FUND $____ OR ___% 03 / / GT GLOBAL EUROPE GROWTH FUND $____ OR ___%
05 / / GT GLOBAL INTERNATIONAL GROWTH FUND $____ OR ___% 13 / / GT GLOBAL LATIN AMERICA GROWTH FUND $____ OR ___%
16 / / GT GLOBAL EMERGING MARKETS FUND $____ OR ___% 24 / / GT GLOBAL AMERICA SMALL CAP GROWTH FUND $____ OR ___%
22 / / GT GLOBAL CONSUMER PRODUCTS AND $____ OR ___% 06 / / GT GLOBAL AMERICA MID CAP GROWTH FUND $____ OR ___%
SERVICES FUND
17 / / GT GLOBAL FINANCIAL SERVICES FUND $____ OR ___% 23 / / GT GLOBAL AMERICA VALUE FUND $____ OR ___%
11 / / GT GLOBAL HEALTH CARE FUND $____ OR ___% 04 / / GT GLOBAL JAPAN GROWTH FUND $____ OR ___%
19 / / GT GLOBAL INFRASTRUCTURE FUND $____ OR ___% 10 / / GT GLOBAL GROWTH & INCOME FUND $____ OR ___%
21 / / GT GLOBAL NATURAL RESOURCES FUND $____ OR ___% 08 / / GT GLOBAL STRATEGIC INCOME FUND $____ OR ___%
15 / / GT GLOBAL TELECOMMUNICATIONS FUND $____ OR ___% 09 / / GT GLOBAL GOVERNMENT INCOME FUND $____ OR ___%
02 / / GT GLOBAL NEW PACIFIC GROWTH FUND $____ OR ___% 18 / / GT GLOBAL HIGH INCOME FUND $____ OR ___%
01 / / GT GLOBAL DOLLAR FUND $____ OR ___% TOTAL INITIAL CONTRIBUTION: $____ OR ___%
CONTRIBUTION YEAR:
</TABLE>
NOTE: Minimum Initial Contribution -- $100 per Fund
Maximum Annual SIMPLE IRA Contribution -- See Disclosure Statement
<TABLE>
<S> <C> <C>
Telephone Exchange
I, either directly or through the Authorized Agent, if any, named below, hereby
authorize the Transfer Agent of the GT Global Mutual Fund, to honor any
telephone, telex or telegraphic instructions believed to be authentic for
exchange between any of the Funds distributed by GT Global, Inc. I understand and
agree that the account will be subject to the telephone exchange privilege
described in the applicable GT Global Mutual Fund's current prospectus and agree
that GT Global, Inc., GT Global Mutual Funds and the Funds' Transfer Agent, their
officers and employees, will not be responsible for the authenticity of any
telephone, telex, or telegraphic instructions nor be liable for any loss arising
out of any such telephone, telex or telegraphic instructions effected including
any such loss due to negligence on the part of such entities.
For Use by Authorized Agent (Broker/Dealer or Advisor) Only
We hereby submit this SIMPLE IRA Application for the purchase of shares including
shares purchased under a Right of Accumulation or Letter of Intent in accordance
with the terms of our Selling Agreement with GT Global, Inc. and with the
Prospectus(es) for the GT Global Mutual Fund(s). We agree to notify GT Global,
Inc. of any purchases properly made under a Letter of Intent or Right of
Accumulation.
</TABLE>
Investment Dealer or Advisor Name_____________________________________________
Main Office Address___________________________________________________________
Branch Number_______ Representative's Number______ Representative's Name______
Branch Address________________________ Telephone Number________________________
For Class A and B shares only:
Investment Dealer's Authorized Signature X__________________ Title_____________
For Advisor Class shares only: We hereby submit this SIMPLE IRA Application for
the purchase of Advisor Class shares in accordance with the terms of our
Advisor Class Agreement with GT Global, Inc. and with the Prospectus and
Statement of Additional Information of each Fund purchased.
Advisor's Authorized Signature X________________________ Title________________
DS-21
<PAGE>
Designation of Beneficiary(ies)
If you require more room to name additional beneficiaries, please provide
the necessary information on a separate sheet, and indicate next to each
name whether beneficiary is primary or contingent.
PRIMARY BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest
remaining in my SIMPLE IRA upon my death:
<TABLE>
<S> <C> <C> <C>
1. Name______________________________________ Address______________________________________________________
Relationship_________ Date of Birth_______ Social Security Number____________ Share of Account__________%
2. Name______________________________________ Address______________________________________________________
Relationship_________ DOB_________________ Social Security Number____________ Share of Account__________%
CONTINGENT BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest remaining in my SIMPLE IRA upon my death:
1. Name______________________________________ Address______________________________________________________
Relationship_________ DOB_________________ Social Security Number____________ Share of Account__________%
2. Name______________________________________ Address______________________________________________________
Relationship_________ DOB_________________ Social Security Number____________ Share of Account__________%
</TABLE>
Unless otherwise indicated above, the benefit payable hereunder shall be paid
in equal shares to the Primary Beneficiaries who survive the Participant. If
no Primary Beneficiary(ies) survives the Participant, the payment shall be
made in equal shares (or as otherwise indicated above) to the Contingent
Beneficiary(ies) who survive the Participant. The Participant reserves the
right to change the above beneficiary by filing a new Beneficiary Designations
Form with the Custodian. Should no named beneficiary survive the date of
distribution, the account shall be distributed to my surviving spouse, or if
there is no surviving spouse, in a single payment to my estate. ONLY THE MOST
RECENT EXECUTED DESIGNATION OF BENEFICIARY(IES) ON FILE WITH GT GLOBAL
INVESTOR SERVICES, INC. (AS AGENT FOR THE CUSTODIAN) WILL BE HONORED.
Consent of Spouse
I consent to the above Beneficiary Designation.
Signature of Spouse:___________________________ Date:_____________________
(Note: May be required in community property states if any person other than
or in addition to Participant's Spouse is designated as Beneficiary.)
Reduced Sales Charges
RIGHT OF ACCUMULATION -- CLASS A SHARES ONLY
/ / I certify that I qualify for the Right of Accumulation sales charge
discount described in the prospectus and statement of additional
information of the Fund(s) purchased.
/ / I own shares of more than one GT Global Mutual Fund. Below is a schedule
showing the numbers of each of my Shareholder Accounts.
/ / The registration of some of my shares differs from that shown on this
SIMPLE IRA Application. Below is a schedule showing the account number(s)
and full registration in each case.
STATEMENT OF INTENTION -- CLASS A SHARES ONLY
I agree to the Statement of Intention set forth in the Prospectus(es) for the
Fund(s) in which I am investing. Although I am not obligated to do so, it is my
intention to invest over a thirteen-month period in Class A shares of the GT
Global Mutual Funds, in an aggregate amount at least equal to:
/ / $50,000 / / $100,000 / / $250,000 / / $500,000
LIST OF OTHER GT GLOBAL MUTUAL FUND ACCOUNTS:
__________________ _______________________________________
__________________ _______________________________________
__________________ _______________________________________
Account Numbers Account Registrations
Agreement and Signature
I acknowledge receipt of the Disclosure Statement and IRA Agreement (IRS Form
5305-SA) for the GT Global SIMPLE IRA. I acknowledge receipt of the current
Prospectus(es) of the Fund(s) in which I have directed GT Global Investor
Services, Inc. (as agent for the Custodian) to invest my contribution(s). I
agree to the terms and provisions set forth in this SIMPLE IRA Application
including those contained in the Telephone Exchange section, the Disclosure
Statement, the Individual Retirement Custodial Account Agreement (IRS Form
5305-SA) and the Prospectus(es). AS REQUIRED BY THE INTERNAL REVENUE SERVICE,
I CERTIFY, UNDER PENALTIES OF PERJURY, THAT THE TAXPAYER IDENTIFICATION NUMBER
GIVEN ON THE FACE OF THIS SIMPLE IRA APPLICATION IS CORRECT AND THAT I AM NOT
SUBJECT TO BACKUP WITHHOLDING IN MY IRA(S). THE INTERNAL REVENUE SERVICE DOES
NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
Signature X_______________________________ Date ______________________________
Individual
DS-22
<PAGE>
[LOGO]
GT Global Mutual Funds SIMPLE IRA
P.O. Box 7345, San Francisco, CA 94120-7345 TRANSFER AUTHORIZATION
800/223-2138
Please complete a separate Transfer Authorization for each SIMPLE IRA Account
to be transferred.
To Existing SIMPLE IRA Custodian:
Name of Existing SIMPLE IRA Custodian______________ Telephone_(________)______
Address________________________ ______________________ ___________ ___________
Street City State Zip Code
Individual Account:_____________________________ in the name of ______________
Account Name Account Number Your Name
Please liquidate/transfer in kind* $________________ or ________________% of
my SIMPLE IRA identified above and transfer those funds by a check, made
payable to
GT Global, for ____________________, SIMPLE IRA Account #_____________________
Investor's Name Existing GT Global
Account Number, if
applicable
Age 70 1/2 Restrictions
(Please complete this section if you will be age 70 1/2 or older in the
transfer year.)
The following transfer restrictions apply to this transaction:
<TABLE>
<S> <C>
1. Required Minimum Distribution. I authorize the Custodian or Trustee named above (select one):
/ / to distribute my required minimum distribution to me prior to transferring my SIMPLE IRA assets.
/ / to segregate and retain minimum distribution amount. Distribute on , 19.
2. Required Elections. (Complete only if you have reached your required beginning date, i.e., April 1, following the year
in which you attain age 70 1/2.)
a. My oldest primary beneficiary with respect to the transferring SIMPLE IRA is:
Name Birthdate Relationship
b. My life expectancy / / was / / was not being recalculated.
c. The life expectancy of my spouse beneficiary / / was / / was not being recalculated / / Not Applicable. I am aware
that the elections indicated above became irrevocable as of my required beginning date and will apply to the SIMPLE IRA
with the new Custodian indicated below.
THIS FORM, ALONG WITH ALL CHECK(S), SHOULD BE MAILED TO:
IF YOUR EMPLOYER HAS USED FORM 5305-SIMPLE:
GT GLOBAL (AS AGENT FOR THE CUSTODIAN), P.O. BOX 7345, SAN FRANCISCO, CA
94120-7345
IF YOUR EMPLOYER HAS USED FORM 5304-SIMPLE:
------------------------------------------------------------------------------
Name of Your Custodian Address
X
------------------------------------------------ ------------------------ ----------------------------------------------
Investor's Signature Date Signature Guarantee
(if required by current Custodian)
</TABLE>
* If this SIMPLE IRA currently holds shares of a GT Global Mutual Fund, you may
request a direct transfer of shares.
For GT Global or Custodian Use Only
GT Global Investor Services, Inc. (as agent for the GT Global SIMPLE IRA
Custodian), or if applicable, the undersigned Custodian, agrees to accept the
transfer described above and upon written receipt will apply the proceeds to
investments as designated by the Investor.
X________________________________________ ______________
Signature of Custodian or its Agent Date
DS-23
<PAGE>
DS-24
<PAGE>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 SIMPLE IRA DIRECT ROLLOVER
800/223-2138 AUTHORIZATION
<TABLE>
<CAPTION>
<S> <C>
TO CURRENT SIMPLE IRA TRUSTEE OR CUSTODIAN:
Name of Current SIMPLE IRA TRUSTEE or Custodian:___________________ Telephone (__)_________
Address:_____________________ ______________________ ___________ ___________
Street City State Zip Code
SIMPLE IRA Account:______________________________________________________________________________________
SIMPLE IRA Account Name SIMPLE IRA Account Number Name of SIMPLE IRA Participant
Please pay my entire eligible rollover distribution from the SIMPLE IRA
identified above directly to my GT Global SIMPLE IRA Custodian, for
_________________________________________________, SIMPLE IRA Account #_______________________________
Participant Name (GT Global Account #, if known)
I. Direct Rollover from a SIMPLE IRA Plan
A. I certify that my SIMPLE IRA has made or will make an Eligible Rollover Distribution which is being paid in a Direct
Rollover to the Custodian of my SIMPLE IRA; or
B. This Direct Rollover is not part of a series of payments over my life or life expectancy(ies) or over a period of 10
years or more.
C. This Direct Rollover does not include any "after tax" employee contributions made by me to the SIMPLE IRA.
D. This Direct Rollover does not include any required minimum distributions with respect to the SIMPLE IRA.
E. I certify that I am eligible to establish a SIMPLE IRA with this Direct Rollover of an Eligible Rollover Distribution,
and that I am the SIMPLE IRA plan participant.
II. Additional Information for Rollovers Beginning at age 70 1/2
(Complete the following only if the direct rollover is being made after the
Participant's required beginning date, the April 1st following the calendar
year during which the Participant attained age 70 1/2):
1. My oldest primary beneficiary under the distribution plan is:______________
Birthdate________________________ Relationship _____________________________
2. My life expectancy / / was / / was not being recalculated. The life
expectancy of my spouse beneficiary / / was / / was not being recalculated.
Signature of Participant
I hereby irrevocably elect, pursuant to IRS Regulation 1.402(a)(5)-1T, to
treat this contribution as a rollover contribution. I understand that this
will not be a valid SIMPLE IRA rollover unless PART I and PART II are correct
statements. I acknowledge that, due to the complexities involved in the tax
treatment of eligible rollover distributions and direct rollovers to SIMPLE
IRAs, the Custodian has recommended that I consult with my tax adviser or the
Internal Revenue Service before completing this transaction to make certain
that this transaction qualifies as a rollover and is appropriate in my
individual circumstances. I hereby release the Custodian from any claim for
damages on account of the failure of this transaction to qualify as a valid
rollover.
X
_________________________________ _____________________ ____________________________________________________
Participant's Signature Date Signature Guarantee (if required by current plan)
</TABLE>
For GT Global or Custodian Use Only
GT Global Investor Services, Inc., (as agent for the GT Global SIMPLE IRA
Custodian), or if applicable, the undersigned Custodian, agrees to accept the
direct rollover described above and upon receipt of such rollover funds will
apply those funds to investments as designated by the Participant.
X_______________________________________________ _________________
Signature of Custodian or its Agent Date
DS-25
<PAGE>
SIMPLE IRA DIRECT ROLLOVER INSTRUCTIONS
Since the eligible rollover distributions(1) that you take from a SIMPLE IRA
are subject to 20% federal income tax withholding unless you roll over these
assets directly to another SIMPLE IRA (or, if you have participated in the
SIMPLE IRA for at least two years, into an IRA) you may wish to arrange for a
direct rollover to a GT Global SIMPLE IRA.
TO FACILITATE A DIRECT ROLLOVER TO A GT GLOBAL SIMPLE IRA, PLEASE FOLLOW THESE
STEPS:
1. Complete the front portion of this form;
2. Complete the GT Global SIMPLE IRA Application and Custodian Agreement (Form
5305-SA); and
3. IF YOUR EMPLOYER HAS USED FORM 5305-SIMPLE: Return them to GT Global at P.O.
Box 7345, San Francisco, CA 94120-7345.
GT Global will establish a SIMPLE IRA in your name, and provide you and your
current SIMPLE IRA trustee or custodian with your GT Global SIMPLE IRA account
number. Your current SIMPLE IRA trustee or custodian can then send the assets
directly to your GT Global SIMPLE IRA (by check or wire), or give you a check
made payable to your GT Global SIMPLE IRA.
IF YOUR EMPLOYER HAS USED FORM 5304-SIMPLE: Return them to the Custodian you
selected. That Custodian will establish your GT Global SIMPLE IRA and receive
the assets from your current SIMPLE IRA trustee or Custodian.
(1) An "eligible rollover distribution" subject to 20% withholding is generally
any partial or total distribution, except: (a) substantially equal periodic
payments made for life or joint lives (or life expectancy or joint life
expectancies) or for a specified period of 10 years or more; (b) required
minimum distributions; (c) non-taxable distributions (e.g., after-tax
contributions); and (d) certain DE MINIMIS distributions, corrective
distributions, loans and other distributions specified in the Internal
Revenue Code and applicable regulations. You should verify with the
distributing employer and your tax adviser whether a distribution is an
"eligible rollover distribution."
DS-26
<PAGE>
[LOGO]
GT Global, Inc.
Fifty California Street SUPPLEMENTAL APPLICATION
27th Floor PORTFOLIO REBALANCING PROGRAM
San Francisco, CA 94111-4624
<TABLE>
<S> <C>
ACCOUNT REGISTRATION EXISTING SHAREHOLDER ACCOUNT NUMBER ____________________
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
-------------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Participant / / Social Security Number or / / Tax I.D. Number "TIN"
- -------------------------------------- (Check applicable box)
Street Address Resident of / / U.S. / / Other (specify)------------------------------
( ) ( )
------------------------------------------------------------------------------------------------------------------------------
City, State, Zip Code Home Telephone Business Telephone
FUND SELECTION $500 MINIMUM INITIAL INVESTMENT REQUIRED FOR EACH FUND SELECTED
FOR CLASS A AND CLASS B SHARES.
CHECKS SHOULD BE MADE PAYABLE TO "GT GLOBAL."
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER / / Class A Shares
/ / Class B Shares or / / Advisor Class
Class B shares are not available if your employer used Form 5305-SIMPLE or for
purchases of $500,000 or more or for the GT Global Dollar Fund.
Advisor Class shares are sold through a different prospectus than Class A and
Class B shares, are not sold directly to the general public and are only
available through certain employee benefit plans, financial institutions and
other entities that have entered into specific agreements with GT Global, Inc.
Special account requirements apply to Advisor Class shares. Please see an
Advisor Class prospectus for complete information.
If a class share box is not checked, your investment will be made in Class A
shares. Minimum 2 funds; Maximum 10 funds; Minimum 5% allocation per fund.
07 GT GLOBAL WORLDWIDE GROWTH FUND ---------- 13 GT GLOBAL LATIN AMERICA GROWTH FUND ----------
05 GT GLOBAL INTERNATIONAL GROWTH FUND ---------- 24 GT GLOBAL AMERICA SMALL CAP GROWTH FUND ----------
16 GT GLOBAL EMERGING MARKETS FUND ---------- 06 GT GLOBAL AMERICA MID CAP GROWTH FUND ----------
11 GT GLOBAL HEALTH CARE FUND ---------- 23 GT GLOBAL AMERICA VALUE FUND ----------
15 GT GLOBAL TELECOMMUNICATIONS FUND ---------- 04 GT GLOBAL JAPAN GROWTH FUND ----------
19 GT GLOBAL INFRASTRUCTURE FUND ---------- 10 GT GLOBAL GROWTH & INCOME FUND ----------
17 GT GLOBAL FINANCIAL SERVICES FUND ---------- 09 GT GLOBAL GOVERNMENT INCOME FUND ----------
21 GT GLOBAL NATURAL RESOURCES FUND ---------- 08 GT GLOBAL STRATEGIC INCOME FUND ----------
22 GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ---------- 18 GT GLOBAL HIGH INCOME FUND ----------
02 GT GLOBAL NEW PACIFIC GROWTH FUND ---------- 01 GT GLOBAL DOLLAR FUND ----------
03 GT GLOBAL EUROPE GROWTH FUND ----------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Rebalance frequency - check one
/ / Monthly / / Quarterly / / Semi annual / / Annual Total percentage must equal 100%.
</TABLE>
<TABLE>
<S> <C>
AGREEMENTS & SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions contained herein
will continue until the Transfer Agent of the GT Global Mutual Funds receives written notice of any change or revocation. ANY
CHANGE IN THESE INSTRUCTIONS MUST BE IN WRITING WITH ALL SIGNATURES GUARANTEED (IF APPLICABLE).
- ------------------------------------------------------------
Date
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock exchange;
(4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary public is NOT an
acceptable guarantor. An investor with questions concerning the GT Global Mutual Funds signature guarantee requirement should
contact the Transfer Agent.
</TABLE>
DS-27
<PAGE>
------------------------
GT GLOBAL SIMPLE IRA
NOTES
- ----------------------------------------------------------
March 1997
-------
DS-28
<PAGE>
------------------------
GT GLOBAL SIMPLE IRA
NOTES
- ----------------------------------------------------------
-------
DS-29
<PAGE>
------------------------
GT GLOBAL SIMPLE IRA
NOTES
- ----------------------------------------------------------
-------
DS-30
<PAGE>
------------------------
GT GLOBAL SIMPLE IRA
NOTES
- ----------------------------------------------------------
-------
DS-31
<PAGE>
EXHIBIT 99.14(b)
--------------------
QUESTIONS AND ANSWERS
FOR EMPLOYEES
- ----------------------------------------------------------
Q. AM I ELIGIBLE FOR A SEP-IRA?
A. You are eligible to participate in your employer's SEP for a calendar year
if (i) you have established an IRA into which contributions can be made, (ii)
your employer has adopted a SEP-IRA arrangement, (iii) you are at least 21 years
old, and (iv) you have performed services for your employer in at least three of
the preceding five calendar years. Depending on the criteria selected by your
employer, you might not be eligible to participate in your employer's SEP-IRA if
(i) you did not receive at least $400 (or other amount as adjusted by the
Internal Revenue Service to reflect cost-of-living increases) in compensation
from the employer in the calendar year, (ii) you are covered under a collective
bargaining agreement for which retirement benefits were the subject of good
faith bargaining, or (iii) you are a nonresident alien and you received no
earned income from your employer from sources within the United States. Consult
your employer's Form 5305-SEP to determine whether you are eligible to
participate in its SEP-IRA.
Q. HOW MUCH DOES MY EMPLOYER CONTRIBUTE?
A. Generally, for 1997 and subsequent years, your employer may, but is not
required to, contribute up to a maximum of 15% of your compensation for that
year (not taking into account compensation in excess of $160,000) or $24,000,
whichever is less, to your SEP-IRA. (However, if your employer makes
contributions for you under any other qualified retirement plan, your employer's
total contributions on your behalf to your SEP-IRA and such plans(s) generally
may not exceed 25% of your compensation for that year or $30,000, whichever is
less.) The $160,000, $24,000 and $30,000 limitations may be adjusted from time
to time by the Internal Revenue Service to reflect increases in the cost of
living.
Q. HOW MUCH CAN I CONTRIBUTE?
A. Since you have an IRA into which your employer's SEP-IRA contributions are
made, you may contribute to that IRA. The same rules apply to your SEP-IRA
contributions as for a regular IRA. You can contribute up to the lesser of
$2,000 or 100% of compensation per year to your SEP-IRA (or up to the lesser of
$4,000 or 100% of compensation to your SEP-IRA and a spousal IRA established on
behalf of your spouse, provided no more than $2,000 is contributed to each). The
deductibility of your SEP-IRA contribution generally depends on whether you are
an active participant in an employer's retirement plan and on your adjusted
gross income for the year. You will be treated as an active participant for any
year in which your employer makes a contribution to your SEP-IRA, and if your
adjusted gross income exceeds certain levels, the amount of your IRA
contribution that is deductible is phased down and ultimately eliminated. (See
Section 6 of the Disclosure Statement for further details.)
Q. ARE THE EMPLOYER'S CONTRIBUTIONS TO MY SEP-IRA TAXABLE?
A. Amounts contributed by your employer to your SEP-IRA, to the extent not in
excess of the applicable limitations, are not subject to federal income tax at
the time they are contributed nor taken into account for purposes of social
security, medicare, railroad retirement, and unemployment taxes. Employer
contributions, as well as deductible contributions by you, and earnings on these
contributions to your SEP-IRA are not taxed until distributed.
[LOGO]
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GT GLOBAL SEP-IRA
Q. WHEN CAN I WITHDRAW MONEY FROM MY SEP-IRA?
A. You can withdraw all or part of your money at any time, but ordinary
federal (and, in most cases, state or local) income taxes will be due on
withdrawals of contributions (other than your non-deductible contributions) and
earnings from your SEP-IRA in the year the withdrawals are made. In addition, if
you withdraw money prior to reaching age 59 1/2, you may be subject to a 10%
federal penalty on early withdrawals. Under current law, you must begin
withdrawing money by April 1 following the year in which you reach age 70 1/2.
Q. CAN I CONSOLIDATE MY SEP-IRA ASSETS WITH MY OTHER IRA ASSETS?
A. You may transfer your SEP-IRA assets to any other IRA at any time.
Q. WHAT IS THE DIFFERENCE BETWEEN A SEP-IRA TRANSFER AND A SEP-IRA ROLLOVER?
A. A SEP-IRA transfer moves your IRA assets directly from one financial
institution to another. You may, for instance, consolidate your SEP-IRA at GT
Global by transferring SEP-IRA assets from a bank, trust company, insurance
company or mutual fund to your SEP-IRA or to another IRA at GT Global; your
current custodian will liquidate your SEP-IRA assets (if not currently held in
GT Global Mutual Funds) and send the check directly to GT Global.
A SEP-IRA rollover reinvests SEP-IRA assets distributed to you. With a
rollover you can take receipt of your SEP-IRA assets for up to 60 days before
reinvesting them in another SEP-IRA or another IRA. (Please note that you must
reinvest your SEP-IRA assets within 60 days to maintain their tax-deferred
status.) You may do only one rollover in any 12-month period. There is no
restriction on the number of SEP-IRA transfers you may effect in a year.
Q. WHAT FORMS OR REPORTS DO I FILE FOR MY SEP-IRA CONTRIBUTIONS?
A. Your deductible SEP-IRA contributions are reported on your Form 1040. You
must report your nondeductible SEP-IRA contributions on Form 8606 and file it
with the Internal Revenue Service along with your Form 1040 for the year. If you
are subject to a penalty tax for excess contributions or early distributions,
you may also have to file Form 5329 with your Form 1040.
Q. WHAT FORMS OR REPORTS DOES MY EMPLOYER FILE FOR MY SEP-IRA?
A. Your employer need not file annual information returns (such as Form 5500)
with the Internal Revenue Service if the employer has established the SEP using
Form 5305-SEP and given you a copy of the completed Form 5305-SEP. Employer
contributions that are within the applicable limits are not reported on Form
W-2.
Q. WHAT REPORTS WILL I RECEIVE FROM
GT GLOBAL?
A. Prior to January 31 of each year, GT Global will provide you with a
statement showing your SEP-IRA account balance as of December 31st of the
previous year and your SEP-IRA account activity for that previous year. You will
also receive by January 31 of each year a copy of Form 1099-R filed with the
Internal Revenue Service showing distributions made from your SEP-IRA during the
previous year. In addition, GT Global will send you a copy of Form 5498 that
reports to the Internal Revenue Service any contributions that you make to your
SEP-IRA between January 1 of the previous year and April 15 of the current year,
as well as the account's value on December 31.
Q. CAN I PARTICIPATE IN MY EMPLOYER'S
SAR-SEP?
A. You may be eligible to participate in your employer's SAR-SEP if it was
established prior to 1997 (no new SAR-SEP may be established after 1996). The
eligibility requirements for a SAR-SEP generally are the same as for a SEP-IRA
(see the first question above). Consult your employer's form 5305A-SEP or other
SAR-SEP documents to determine whether you are eligible to participate in its
SAR-SEP.
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GT GLOBAL SEP-IRA
If you are eligible, in general you may contribute up to $9,500 or 15% of your
compensation (not taking into account compensation in excess of $160,000),
whichever is less, through elective deferrals each year. However, your elective
deferrals plus any SEP-IRA contributions from your employer may not exceed 15%
of your compensation or $30,000, whichever is less. Special rules may apply to
limit your SAR-SEP deferral contribution if you are a "highly compensated
employee" or more than half of the company's eligible employees choose not to
make elective deferrals. Your elective deferrals are not subject to income tax
when contributed, although they are treated as wages for purposes of social
security, medicare, railroad retirement and unemployment taxes.
----------------------------------------------------------
QUESTIONS AND ANSWERS
FOR EMPLOYERS
- ----------------------------------------------------------
Q. AM I ELIGIBLE TO ESTABLISH A SEP-IRA FOR MY EMPLOYEES?
A. Yes. Generally, you may use the enclosed Form 5305-SEP to establish the SEP
if (i) you do not currently maintain any other qualified retirement or did not
previously maintain a defined benefit plan, (ii) you do not use the services of
leased employees, (iii) you are not a member of an affiliated service group or
controlled group (if you are, then all eligible employees of the members of the
group must participate in the SEP), and (iv) each eligible employee has
established an IRA into which SEP contributions can be made.
Q. WHAT EMPLOYEES MUST BE COVERED?
A. At a minimum, any employee is eligible to participate who (i) has
established an IRA into which contributions can be made, (ii) is at least 21
years old, and (iii) has performed services for you in at least three of the
preceding five calendar years. You may choose to make all your employees
eligible or expand the group of eligible employees by reducing the minimum age
or service necessary, or both. You may exclude any employee who does not have at
least $400 (or such amount as adjusted by the Internal Revenue Service) in
compensation from you for the year, is covered by a collective bargaining
agreement for which retirement benefits were the subject of good faith
bargaining between you and the employee's union, or is a nonresident alien and
receives no United States-source earned income from you.
Q. HOW MUCH CAN AN EMPLOYEE CONTRIBUTE?
A. An employee makes no contributions under the SEP. An employee may, however,
contribute to his or her IRA, subject to applicable limits.
Q. HOW MUCH DOES THE EMPLOYER CONTRIBUTE?
A. Generally, for 1997 and subsequent years, the employer may, but is not
required to, contribute up to a maximum of 15% of each employee's compensation
for that year (not taking into account compensation in excess of $160,000) or
$24,000, whichever is less, to his or her SEP-IRA. (However, if you make
contributions for an employee under any other qualified retirement plan, the
total contributions on that employee's behalf to the employee's SEP-IRA and such
plans(s) generally may not exceed 25% of the employee's compensation for that
year or $30,000, whichever is less.) The $160,000, $24,000 and $30,000
limitations may be adjusted from time to time by the Internal Revenue Service to
reflect increases in the cost of living. Form 5305-SEP requires that your
contributions be a uniform percentage of each eligible employee's compensation.
Q. ARE MY CONTRIBUTIONS DEDUCTIBLE?
A. As an employer, your contributions are deductible for federal income tax
purposes in your tax year including the end of the calendar year for which they
are made. Contributions are treated as made for a particular tax year if they
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GT GLOBAL SEP-IRA
are made for that year and paid by the due date (including extensions) of your
federal income tax return for that year.
Q. ARE THE EMPLOYER'S SEP-IRA CONTRIBUTIONS TAXABLE?
A. Subject to the applicable limits, all employer contributions to an
employee's SEP-IRA are made on a "pre-tax" basis and not taxed until
distributed.
Q. WHEN CAN AN EMPLOYEE WITHDRAW MONEY FROM HIS OR HER SEP-IRA?
A. An employee can withdraw all or part of his or her money at any time, but
ordinary federal (and, in most cases, state or local) income taxes will be due
on withdrawals of contributions (other than the employee's non-deductible
contributions) and earnings from the SEP-IRA in the year the withdrawals are
made. In addition, if an employee withdraws money prior to reaching age 59 1/2,
he or she may be subject to a 10% federal penalty on early withdrawals. After
age 59 1/2, an employee may withdraw money from his or her IRA without penalty.
Under current law, an employee must begin withdrawing money by April 1 following
the year in which he or she reaches age 70 1/2.
An employee may transfer his or her SEP-IRA assets to another SEP-IRA or to
any other IRA.
Q. WHAT FORMS OR REPORTS DOES AN EMPLOYER FILE FOR A SEP-IRA PLAN?
A. If you use Form 5305-SEP to establish the SEP and give a completed copy to
each eligible employee, you do not have to file any annual information returns
(such as Form 5500). Your SEP-IRA contributions are not reported on Form W-2.
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[LOGO]
GT GLOBAL SIMPLIFIED EMPLOYEE PENSION
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT AND APPLICATION
- --------------------------------------------------------------------------------
- --------------------------------------------
1. GENERAL
- --------------------------------------------
Internal Revenue Service Regulations require that you be given this Disclosure
Statement for the purpose of informing you of the restrictions and limitations
on how you may use a Simplified Employee Pension Individual Retirement Account
(SEP-IRA). Please read this Disclosure Statement together with the Custodial
Agreement and the prospectus(es) for the GT Global Mutual Fund(s) in which you
are investing. The provisions of the Custodial Agreement and prospectus(es) must
prevail over this statement in any instance where the statement is incomplete or
appears to be in conflict.
- --------------------------------------------
2. IRREVOCABILITY OF ACCOUNT
- --------------------------------------------
The Internal Revenue Service requires that you receive this disclosure
statement at least 7 days prior to the establishment of your SEP-IRA. Because of
this requirement, your application will not be accepted by the Custodian until
at least 7 days after the date you received this disclosure statement, as
indicated by you in the IRA Custodial Agreement. Prior to such acceptance, you
may receive back the entire amount that you have contributed, without reduction
for fees or other expenses. You may request that your contribution be returned
to you by writing to GT Global Investor Services, Inc. (agent for the
Custodian), P.O. Box 7345, San Francisco, CA 94120-7345 or by calling GT Global
toll free at (800) 223-2138 within 7 days of the date you have signed the
Custodial Agreement. All telephone requests must be confirmed in writing. Once
your application for a GT Global SEP-IRA is accepted by the Custodian, it cannot
be revoked by you.
- --------------------------------------------
3. ELIGIBLE EMPLOYEE
- --------------------------------------------
You are eligible to participate in a GT Global SEP-IRA if (i) your employer
has adopted a SEP-IRA arrangement by using Form 5305-SEP and (ii) you are
designated by your employer as an "eligible employee." You must also establish
an IRA into which your employer's contributions can be made.
Generally, you are an "eligible employee" and must be allowed to participate
for any year in which you (i) are at least 21 years old and (ii) have performed
services for your employer in at least three of the immediately preceding five
calendar years. However, you may be excluded from participation in any year if
you (i) did not receive at least $400 in compensation from the employer for the
calendar year (an amount that is adjusted from time to time to reflect increases
in the cost of living), (ii) are covered under a collective bargaining agreement
for which retirement benefits were the subject of good faith bargaining, or
(iii) are a nonresident alien receiving no United States-sourced earned income
from your employer. Consult your employer's Form 5305-SEP to determine whether
you are eligible to participate in its SEP-IRA.
- --------------------------------------------
4. YOUR IRA ACCOUNT
- --------------------------------------------
A SEP-IRA is a combination of a simplified employer pension (SEP) and an
individual retirement account (IRA). Under the SEP, your employer (or you, if
you are self-employed) may make contributions to an individual retirement
account (IRA) for your retirement. Your IRA is a trust or custodial account
created or organized in the United States for your exclusive benefit or for the
benefit of your beneficiaries. The IRA must be created by written instrument
that meets the following requirements:
(1) The trustee or custodian must be a bank, federally insured credit union,
savings and loan
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GT GLOBAL SEP-IRA
association, or (under federal regulations) another person eligible to act as
trustee or custodian;
(2) Except for rollovers, transfers and employer contributions, under
applicable law, the trustee or custodian will not accept employee contributions
of more than $2,000 in any tax year. You may make rollover and transfer
contributions in amounts greater than $2,000. Employer contributions may also be
made to your SEP-IRA. Both employee and employer contributions to your SEP-IRA
are subject to the limitations described below. All contributions must be in
cash.
(3) Your interest in the SEP-IRA is nonforfeitable; that is, it is fully
vested at all times;
(4) No part of the trust or custodial funds may be invested in life insurance
contracts or certain collectibles nor may the assets be commingled with other
property except in a common trust fund or common investment fund; and
(5) Your interest in the SEP-IRA must begin to be distributed by April 1 of
the year following the year in which you reach age 70 1/2. The distribution
may be made in a single sum, or you may receive periodic distributions, starting
by April 1 of the year following the year in which you reach age 70 1/2, so
long as your entire interest in the custodial account is distributed over one of
the following periods:
(a) Your life;
(b) The joint lives of you and your designated beneficiary;
(c) A specific period not extending beyond your life expectancy; or
(d) A specific period not extending beyond the life expectancy of you and
your designated beneficiary.
If the amount distributed is less than the minimum amount required to be
distributed to you under the Internal Revenue Code, an excise tax will be
imposed on you in an amount equal to 50% of the excess of the amount required to
be distributed to you over the amount you actually receive.
(6) If you die after distributions have begun, your beneficiary must receive
the remaining payments at least as rapidly as under the method of distribution
being used on the date of your death. If you die before distributions have begun
or if your surviving spouse dies before distributions have begun, any interest
remaining must, by December 31 of the calendar year which contains the fifth
anniversary of your death or the death of your surviving spouse, be distributed
in a single sum. If your (or your surviving spouse's) designated beneficiary
wishes to receive an immediate annuity which provides for payments over the
beneficiary's life or over a specific period not exceeding the beneficiary's
life expectancy, the beneficiary must elect to receive such payments by December
31 following the calendar year of your death. Such payments also must begin by
that date. If your designated beneficiary is your spouse, annuity payments need
not commence until December 31 of the year you would have attained 70 1/2.
This annuity contract will not allow one's life expectancy to be recalculated.
The election will also apply to beneficiaries who make additional contributions
or rollovers in their own names to the IRA. An amount is not distributed if it
is rolled over into an Individual Retirement Account, annuity, or retirement
bond for the benefit of the beneficiary.
(7) If your surviving spouse is your designated beneficiary, your SEP-IRA
assets may be rolled over into his or her own IRA (whether or not a SEP-IRA). No
rollover from your IRA is available for a beneficiary other than your surviving
spouse, and such non-spouse beneficiary must take the IRA assets in the form of
a taxable distribution.
If you maintain an IRA other than the IRA(s) into which your employer's SEP
contributions are made, that IRA may provide different rates of return and
different terms concerning, among other things, transfers and withdrawal of
funds from the IRA.
- --------------------------------------------
5. EMPLOYER CONTRIBUTIONS
- --------------------------------------------
Generally, for any calendar year after 1996, your employer (or you, if you are
self-employed) may, but is not required to, contribute to your SEP-IRA up to a
maximum of 15% of your compensation for that calendar year or $24,000, whichever
is less. You and your employer must ensure that contributions in excess of
general IRA limits are made under a valid SEP and are proper. The total
contributions by your employer on your behalf to your SEP-IRA and any other
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GT GLOBAL SEP-IRA
qualified retirement plan may not exceed 25% of your compensation for that
calendar year or $30,000, whichever is less.
Form 5305-SEP requires your employer to make contributions to the SEP-IRAs of
its eligible employees in amounts that are a uniform percentage of each eligible
employee's compensation. For purposes of determining the amount of your
employer's contribution, your employer may not take into account any
compensation that you earn in excess of $160,000. Your compensation does not
include your employer's contribution to your SEP-IRA.
Your employer's contributions to your SEP-IRA, to the extent not in excess of
the maximum contributions described above, are not included in your gross income
in the year of contribution for federal income tax purposes or for purposes of
federal social security and unemployment taxes. Employer contributions and
earnings on those contributions are not taxed until distributed, as described in
Section 10 below.
- --------------------------------------------
6. EMPLOYEE CONTRIBUTIONS
- --------------------------------------------
ELIGIBILITY
If neither you nor your spouse is an active participant (see A. below), you
may make a contribution of up to the lesser of $2,000 (or, for years after 1996,
$4,000 in the case of a SEP-IRA and a Spousal IRA) or 100% of compensation and
take a deduction for the entire amount contributed. If you or your spouse (in
most cases) are an active participant but have an adjusted gross income (AGI)
below a certain level (see B. below), you may make a fully deductible
contribution as under current law. If, however, you or your spouse (in most
cases) is an active participant and your combined AGI is above the specified
level, the amount of the deductible contribution you may make to a SEP-IRA is
phased down and eventually eliminated.
A. ACTIVE PARTICIPANT. You are an "active participant" for a year if you are
covered by a retirement plan. Generally, you are covered by a "retirement plan"
for a year if your employer or union has a retirement plan under which money is
added to your account or you are eligible to earn retirement credits. For
example, if you are covered under a profit-sharing plan, certain government
plans, a salary reduction arrangement (such as a tax sheltered annuity
arrangement or a 401(k) plan), or a plan which promises you a retirement benefit
which is based upon the number of years of service you have with the employer (a
"defined benefit plan"), you are likely to be an active participant. Your Form
W-2 for the year should indicate your participation status. If you are eligible
to participate in your employer's SEP-IRA, you will be deemed to be an active
participant for any year in which your employer makes a contribution to your
SEP-IRA.
You are an active participant for a year even if you are not yet vested in
your retirement benefit. Also, if you make required contributions or voluntary
employee contributions to a retirement plan, you are an active participant. In
certain plans you may be an active participant even if you were only with the
employer for part of the year. You will be deemed an active participant in your
employer's defined benefit plan even if you do not make required contributions
and even if you elect not to participate or waive participation. In other plans,
however, you will not be deemed an active participant if you elect not to
participate.
You are generally not considered an active participant if you are covered in a
government-sponsored plan only because of your services as 1) an Armed Forces
Reservist, for less than 91 days of active service, or 2) a volunteer
firefighter covered for firefighting service. Of course, if you are covered in
any other plan, these exceptions do not apply.
If you are married but file a separate return, your spouse's active
participation affects your ability to make deductible contributions if you lived
together for any part of the year. If you lived apart from your spouse for the
entire year and you file a separate return, you are treated as unmarried for
purposes of your SEP-IRA deductions and thus your spouse's active participation
does not affect your ability to make deductible contributions.
B. MODIFIED ADJUSTED GROSS INCOME (AGI). If you are an active participant, you
must look at your Adjusted Gross Income for the year (if you and your spouse
file a joint tax return you use your combined AGI) to determine whether you can
make deductible SEP-IRA contributions. Your tax return will show you how to
calculate your AGI which, for purposes of determining the
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GT GLOBAL SEP-IRA
deductible amount of your SEP-IRA contribution, is calculated without taking
into account any SEP-IRA deduction, any foreign earned income or foreign housing
exclusion or any excludable series EE savings bond interest. If you are at or
below a certain AGI level, called the Threshold Level, you are treated as if you
were not an active participant and can make a deductible contribution under the
same rules as a person who is not an active participant.
If you are single (or if you are married, filed separately and lived apart
from your spouse during the entire year), your threshold AGI level is $25,000.
The threshold level if you are married and file a joint tax return is $40,000,
and if you are married but file a separate tax return, the Threshold Level is
$0.
If your AGI is $10,000 or more above your Threshold Level and you are an
active participant, you will not be able to deduct any of your contributions to
your SEP-IRA. If your AGI is less than $10,000 above your Threshold Level, you
will still be able to make a deductible contribution but it will be limited in
amount. The amount by which your AGI exceeds your Threshold Level (AGI-Threshold
Level) is called your Excess AGI. The Maximum Allowable Deduction is $2,000 (or
$4,000 for a Spousal IRA). You can calculate your Deduction Limit as follows:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-EXCESS AGI MAXIMUM
$10,000 X ALLOWABLE DEDUCTION = DEDUCTION LIMIT
</TABLE>
You must round up the result to the next highest $10 level (the next highest
number which ends in zero). For example, if the result is $1,525, you must round
it up to $1,530. If the final result is below $200 but above zero, your
Deduction Limit is $200. Your Deduction Limit cannot, in any event, exceed 100%
of your compensation.
EXAMPLE 1: Ms. Smith, a single person, is an active participant and has an AGI
of $31,619. She calculates her deductible SEP-IRA contribution as follows:
HER AGI IS $31,619.
HER THRESHOLD LEVEL IS $25,000.
HER EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR
($31,619-$25,000) = $6,619.
HER MAXIMUM ALLOWABLE DEDUCTION IS $2,000.
SO, HER SEP-IRA DEDUCTION LIMIT IS:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$6,619
$10,000 X $2,000 = $676 (ROUNDED TO $680)
</TABLE>
EXAMPLE 2: Mr. and Mrs. Young file a joint tax return. Each spouse earns more
than $2,000 and one is an active participant. They have a combined AGI of
$44,255. They may each contribute to an IRA or SEP-IRA and calculate their
deductible contributions to each IRA as follows:
THEIR AGI IS $44,255.
THEIR THRESHOLD LEVEL IS $40,000.
THEIR EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR
($44,255-$40,000) = $4,255.
THE MAXIMUM ALLOWABLE DEDUCTION FOR EACH SPOUSE IS $2,000.
SO, EACH SPOUSE MAY COMPUTE HIS OR HER IRA DEDUCTION LIMIT AS FOLLOWS:
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$4,255 $1,149 (ROUNDED TO
$10,000 X $2,000 = $1,150)
</TABLE>
EXAMPLE 3: If, in example 2, Mr. Young did not earn any compensation, or
elected to be treated as earning no compensation, Mrs. Young could establish a
Spousal IRA (consisting of an account for herself and one for her husband). The
amount of deductible contributions which could be made to the SEP-IRA and the
Spousal IRA is calculated using a Maximum Allowable Deduction of $4,000 (for
years after 1996) rather than $2,000.
<TABLE>
<S> <C> <C> <C> <C>
$10,000-$4,255 $2,298 (ROUNDED TO
$10,000 X $4,000 = $2,300)
</TABLE>
The $2,300 must then be divided between the two accounts so that the SEP-IRA
and the Spousal IRA may each receive a deductible contribution of $1,150.
EXAMPLE 4: Mr. Jones, a married person, files a separate tax return and lived
with Mrs. Jones during the year and is an active participant. He has $1,500 of
compensation and wishes to make a deductible contribution to a SEP-IRA.
HIS AGI IS $1,500.
HIS THRESHOLD LEVEL IS $0.
HIS EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR
($1,500-$0) = $1,500.
HIS MAXIMUM ALLOWABLE DEDUCTION IS $2,000.
SO, HIS SEP-IRA DEDUCTION LIMIT IS:
<TABLE>
<C> <S>
$10,000-$1,500
$10,000 X $2,000 = $1,700
</TABLE>
Even through his SEP-IRA deduction limit under the formula is $1,700, Mr.
Jones may not deduct an amount in excess of his compensation, so, his actual
deduction is limited to $1,500.
EXAMPLE 5: If, in example 2, the Youngs filed separate tax returns but lived
together during any part of the year, Mr. and Mrs. Young are each considered an
active participant, even
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GT GLOBAL SEP-IRA
though only Mrs. Young was the active participant. If Mr. Young's AGI is
$21,000, he may contribute to his SEP-IRA and would calculate his deductible
contribution as follows:
HIS AGI IS $21,000.
HIS THRESHOLD LEVEL IS $0.
HIS EXCESS AGI IS (AGI-THRESHOLD LEVEL) OR
($21,000-$0) = $21,000.
HIS MAXIMUM ALLOWABLE DEDUCTION IS $2,000.
SO, HIS SEP-IRA DEDUCTION LIMIT IS:
<TABLE>
<C> <S>
$10,000-$21,000
$10,000 X $2,000 = $0
</TABLE>
Mr. Young would not be entitled to claim any deduction for a SEP-IRA
contribution in these circumstances.
EXAMPLE 6: If, in example 5, Mr. and Mrs. Young lived apart the entire year,
Mr. Young would determine the deductibility of his SEP-IRA contribution under
the rules applicable to single persons who are not active participants.
Accordingly, Mr. Young would be entitled to deduct the full amount of his
maximum allowable contribution.
As an alternative, you may determine your Deduction Limit by consulting the
Table found in IRS Publication 590.
SPOUSAL IRAS
As noted in Example 3 above, you may contribute to a Spousal IRA even if your
spouse has earned some compensation during the year. Provided your spouse does
not make a contribution to an IRA, you may set up a Spousal IRA consisting of an
account for your spouse as well as an account for yourself. The maximum
deductible amount for the Spousal IRA (for years after 1996) is the lesser of
$4,000 or 100% of compensation.
NONDEDUCTIBLE CONTRIBUTIONS TO SEP-IRAS
Even if you are above the threshold level and thus may not make a deductible
contribution of $2,000 ($4,000 with a Spousal IRA), you may still contribute up
to the lesser of 100% of compensation or $2,000 to a SEP-IRA ($4,000 with a
Spousal IRA). The amount of your contribution which is not deductible will be a
nondeductible contribution to the SEP-IRA. You may also choose to make a
contribution nondeductible even if you could have deducted part or all of the
contribution. Interest or other earnings on your SEP-IRA contribution whether
from deductible or nondeductible contributions will not be taxed until taken out
of your SEP-IRA and distributed to you.
If you make a nondeductible contribution to a SEP-IRA you must report the
amount of the nondeductible contribution to the IRS as a part of your tax return
for the year.
You may make a $2,000 contribution at any time during the year, if your
compensation for the year will be at least $2,000, without having to know how
much will be deductible. When you fill out your tax return you may then figure
out how much is deductible.
You may withdraw a SEP-IRA contribution made for a year any time before April
15 of the following year. If you do so, you must also withdraw the earnings
attributable to that portion and report the earnings as income for the year for
which the contribution was made. If some portion of your contribution is not
deductible, you may decide either to withdraw the nondeductible amount, or to
leave it in the SEP-IRA and designate that portion as a nondeductible
contribution on your tax return.
SEP-IRA DISTRIBUTIONS
Because nondeductible SEP-IRA contributions are made using income which has
already been taxed (that is, they are not deductible contributions), the portion
of the SEP-IRA distributions consisting of nondeductible contributions will not
be taxed again when received by you. If you make any nondeductible SEP-IRA
contributions, each distribution from your SEP-IRA will consist of a nontaxable
portion (return of nondeductible contributions) and a taxable portion (return of
deductible contributions, if any, and account earnings).
Thus, you may not take a distribution which is entirely tax-free if you have
made any deductible contributions. The following formula is used to determine
the nontaxable portion of your distributions for a taxable year:
<TABLE>
<S> <C> <C> <C> <C>
REMAINING
NONDEDUCTIBLE TOTAL NONTAXABLE
CONTRIBUTIONS X DISTRIBUTIONS = DISTRIBUTIONS
YEAR-END TOTAL IRA (FOR THE (FOR THE
ACCOUNT BALANCES YEAR) YEAR)
</TABLE>
To figure the year-end total IRA account balance you treat all of your IRAs as
a single IRA. This includes all regular IRAs, as well as SEP-IRAs and Rollover
IRAs. You also add back the distributions taken during the year.
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DS-5
<PAGE>
--------------------
GT GLOBAL SEP-IRA
EXAMPLE: An individual makes the following contributions to his or her IRAs
and SEP-IRAs:
<TABLE>
<CAPTION>
YEAR DEDUCTIBLE NONDEDUCTIBLE
- --------- ----------- --------------
<S> <C> <C>
1992 $ 2,000
1993 1,800
1994 1,000 $ 1,000
1995 600 1,400
----------- -------
$ 5,400 $ 2,400
</TABLE>
<TABLE>
<S> <C>
Deductible Contributions: $ 5,400
Nondeductible Contributions: 2,400
Earnings on IRAs and
SEP-IRAs: 1,200
---------
Total Account Balance of IRAs
and SEP-IRAs as of 12/31/96: $9,000
(including distributions in 1996)
</TABLE>
In 1996, the individual takes a distribution of $3,000. The total account
balance in the IRAs and SEP-IRAs on 12/31/96, plus 1996 distributions, is
$9,000. The nontaxable portion of the distributions for 1996 is figured as
follows:
<TABLE>
<S> <C> <C> <C>
TOTAL NONDEDUCTIBLE CONTRIBUTIONS $2,400
TOTAL ACCOUNT BALANCE IN THE ------ X $3,000 = $800
IRAS AND SEP-IRAS PLUS $ 9,000
DISTRIBUTIONS
</TABLE>
Thus, $800 of the $3,000 distribution in 1996 will not be included in the
individual's taxable income. The remaining $2,200 will be taxable for 1995.
SALARY REDUCTION CONTRIBUTIONS
Generally, if your SEP-IRA is used as part of a salary reduction SEP (a
SAR-SEP) established before 1997, you may elect to reduce your annual
compensation, up to a maximum of $9,500 or 15% of compensation (not taking into
account compensation in excess of $160,000), whichever is less, and contribute
that amount to your SEP-IRA. If your employer also contributes to your SEP-IRA,
these contributions plus your elective deferrals may not exceed 15% of your
compensation (not taking into account compensation in excess of $160,000) or
$30,000, whichever is less.
- --------------------------------------------
7. TAX-FREE TRANSFER CONTRIBUTIONS
- --------------------------------------------
Transfers allow you to transfer IRA assets directly from one IRA trustee or
custodian to another on a tax-free basis. If you already have an IRA with
another trustee or custodian, you may direct that trustee or custodian to
transfer your IRA assets to your GT Global SEP-IRA without tax consequences, in
accordance with the rules of your existing account. You may not take a deduction
for the amount. To authorize the GT Global SEP-IRA Custodian to arrange a direct
transfer from your existing IRA, please complete the attached IRA Transfer
Authorization as well as the SEP-IRA Application.
- --------------------------------------------
8. TAX-FREE ROLLOVER CONTRIBUTIONS
- --------------------------------------------
Rollover contributions permit you to contribute amounts you are eligible to,
or actually, receive from one retirement program to another without incurring
any income tax liability. The source of a rollover contribution to an IRA or
SEP-IRA is typically either a distribution from a qualified retirement plan, a
tax-sheltered 403(b) annuity or custodial account, or another IRA or SEP-IRA.
Most distributions may be rolled over to an IRA or SEP-IRA without regard to
whether it is a total or a partial distribution, except for certain
distributions such as minimum required distributions, annuity payments,
installments over a period of ten or more years, and certain payments to
non-spouse beneficiaries and alternate payees that are not eligible for rollover
treatment.
IF YOU ARE ELIGIBLE TO RECEIVE A DISTRIBUTION FROM A QUALIFIED PLAN OR A
403(B) PROGRAM, you may wish to have your eligible rollover distribution paid
directly to your GT Global SEP-IRA in order to avoid 20% withholding on the
distribution (which will be credited against your federal income taxes). If you
have a direct rollover of your eligible distribution, no income tax will be
withheld and your distribution will not be taxed until you take it out of your
SEP-IRA. To facilitate a direct rollover, please complete the attached IRA
Direct Rollover Authorization as well as the SEP-IRA Application. If, instead,
you have your eligible rollover distribution paid to you, you will receive only
80% of the payment (because of the required 20% withholding), all or part of
which may be rolled over into a GT Global SEP-IRA within 60 days of your receipt
of the distribution. The amount rolled over will not be taxed until you take it
out of your SEP-IRA. NOTE that if you want to avoid being taxed on the amount
that was withheld, you will need to find other money to replace the 20% that was
withheld and contribute it to your SEP-IRA within the 60-day period.
This mandatory withholding does not apply to distributions you receive from
another IRA.
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DS-6
<PAGE>
--------------------
GT GLOBAL SEP-IRA
All or part of an eligible distribution from another IRA may be rolled over into
a GT Global SEP-IRA by the 60th day after you receive the benefits from your
first IRA.
Whether you do a direct rollover or a rollover of amounts that are initially
paid to you, you will not be taxed on (nor can you take a deduction for) the
amount you roll over. You will not be taxed on the amount transferred, and you
cannot take a tax deduction for that amount. You will be taxed on the portion of
the distribution, if any, which is not reinvested within 60 days. The following
summarizes some of the other rules applicable to rollover contributions.
Rollovers between individual retirement programs may occur only once in any
12-month period, BUT THIS LIMIT DOES NOT APPLY TO A TRUSTEE-TO-TRUSTEE TRANSFER
DESCRIBED IN SECTION 7 ABOVE.
If property has been received from a retirement program, it may be sold and
the proceeds of the sale rolled over. For example, if you were to receive a
distribution consisting of stock, you could sell the stock and contribute the
money you received from the sale to your SEP-IRA within the 60-day period from
your receipt of the stock. If you did not contribute all of the money you
received from the sale, you would be taxed on the portion not rolled over.
In general, you may roll over all or part of a distribution from your
employer's qualified plan or 403(b) program (except the portion, if any,
representing your own employee contributions to the plan) to your new SEP-IRA.
You may do this even though you are not otherwise allowed to make deductible
contributions into an IRA or SEP-IRA.
Tax-free rollover treatment will also apply, in certain circumstances, where
you receive a distribution in a parent-subsidiary or controlled group
relationship. Any amounts distributed from an employer's qualified plan will not
be eligible for five-year forward averaging if part of the distribution is
rolled-over into an IRA.
If you roll over an amount into an IRA from a qualified plan, you may be
allowed at a later date to roll those proceeds back into another qualified plan.
In order to do so, however, the proceeds may not have been mixed with regular
contributions or funds from other sources.
Since many of the rules with respect to rollover situations are rather
complex, you should check with your own tax adviser as to your ability to effect
a rollover in your particular circumstances.
- --------------------------------------------
9. EXCESS CONTRIBUTIONS
- --------------------------------------------
Generally, an excess contribution is the amount of any contributions to your
SEP-IRA (other than a proper rollover or transfer contribution) for a taxable
year that exceeds your IRA contribution limit (including, for a SAR-SEP, your
elective deferral limit) for that year. If you make an excess contribution, no
income tax deduction will be allowed for the excess contribution, and you may be
subject to a 6% excise tax on the amount of the excess contribution.
The 6% excise tax is imposed with respect to the tax year for which the excess
contribution is made and for each later year until the excess amount is
eliminated. The amount of this excise tax for any year cannot exceed 6% of the
value of the account, determined as of the close of that tax year.
If you make a contribution to your SEP-IRA for a taxable year which exceeds
your SEP-IRA contribution limit, whether deductible or nondeductible, you may be
permitted to designate the contribution as a nondeductible IRA contribution by
the due date for filing your Federal income tax return, not including
extensions. As an alternative, you may withdraw the contribution from your
SEP-IRA and the earnings thereon at any time prior to the due date for filing
your Federal income tax return (including extensions) for the taxable year for
which the contribution was made. If this is done, the return of the contribution
will not be includible in your gross income as an IRA distribution, and the
contribution will not be subject to the 6% excise tax on excess contributions
(assuming the contribution is not deducted on your return). However, the
earnings on the contribution will be taxable income in the year for which the
contribution was made, and may possibly be subject to the 10% tax on early
distributions if you are under age 59 1/2 (see Section 11 below).
If you make an excess contribution to your SEP-IRA that exceeds your SEP-IRA
contribution limit, and you withdraw the excess contribution after the due date
for filing your Federal income tax return (including extensions), the returned
excess contribution will not be includible in your gross income as an IRA
distribution (subject to
-------
DS-7
<PAGE>
--------------------
GT GLOBAL SEP-IRA
possible premature distribution penalties) if: (1) your total IRA and SEP-IRA
contributions for the year were not more than $2,250 ($4,000 for years after
1996) with a Spousal IRA and (2) you did not deduct the excess contribution on
your return (or if the deduction you claimed was disallowed by the Internal
Revenue Service). However, you must pay the 6% excise tax on the excess
contribution for each taxable year that it is still in your SEP-IRA at the end
of the following year. Under this procedure, you are not required to withdraw
any earnings attributable to the excess contribution.
You may also eliminate an excess contribution from your SEP-IRA in a
subsequent year by not contributing the maximum amount for that year and
applying the excess contribution to the subsequent year's contribution. You may
be entitled to a deduction for the amount of the excess contribution that is
applied in the subsequent year, provided you did not previously deduct the
excess contribution (or if the deduction you claimed was disallowed by the
Internal Revenue Service). However, if you incorrectly deducted an excess
contribution in a closed taxable year (i.e., one for which the period to assess
a deficiency has expired), the amount of the excess contribution cannot be
deducted again in the subsequent year in which it is applied.
- --------------------------------------------
10. DISTRIBUTIONS
- --------------------------------------------
Taxable distributions from your SEP-IRA are taxed as ordinary income
regardless of their source. They are not eligible for capital gains treatment or
the special five-year averaging rules that apply (for tax years beginning prior
to 2000) to lump sum distributions from qualified employer plans.
As provided in Form 5305-A, you may elect to have your SEP-IRA distributed in:
a single sum payment; an annuity contract; or equal annual installments over a
specified period not to exceed your life expectancy or the joint life and last
survivor expectancy of you and your designated beneficiary. In general, you must
begin receiving distributions from your SEP-IRA no later than April 1 following
the calendar year in which you reach age 70 1/2. There is a prescribed minimum
amount for such distributions and an excise tax may be imposed if the amount
distributed to you is less than the required amount. If you die before your
SEP-IRA is completely distributed to you, the remaining balance in your SEP-IRA
will be distributed to your beneficiary(ies) either in accordance with the
method of distribution in effect at your death (if on or after the required
beginning date) or as otherwise permitted (if your death occurs prior to the
required beginning date).
You may have to pay an additional 15% excess distribution tax on SEP-IRA and
qualified retirement plan distributions that exceed $160,000 for an installment
distribution or $800,000 for a lump sum distribution (each of which is an
indexed amount and may be subject to further adjustment). This excise tax is
reduced by any tax you may owe on premature distributions which apply to this
excess distribution. This 15% tax does not apply to distributions in 1997, 1998
or 1999 and may not apply in certain other circumstances. You should contact
your own tax adviser for more information.
- --------------------------------------------
11. PREMATURE DISTRIBUTIONS
- --------------------------------------------
A penalty tax of 10% is imposed on taxable distributions made to you or your
beneficiaries before you attain age 59(1)/(2). No penalty tax will be imposed if
the distribution is (i) a return of nondeductible contributions, (ii) made on
account of your death or disability, (iii) made in substantially equal payments
over life or life expectancy as permitted in accordance with the provisions of
Section 72(t)(2) of the Code and the regulations promulgated thereunder, or (iv)
contributed as a "rollover" within 60 days. In addition, for distributions made
after 1996, the penalty tax does not apply if the distribution is made (i) to
pay for medical expenses in excess of 7.5% of your adjusted gross income or (ii)
if you are unemployed, to pay for medical insurance premiums after you have
received unemployment compensation for a specified period. This tax is in
addition to any tax that is due because you must include the portion of the
premature distribution attributable to deductible contributions and all earnings
in your gross income.
- --------------------------------------------
12. TAXABILITY OF ACCOUNT
- --------------------------------------------
Your SEP-IRA is exempt from tax unless you or your beneficiaries engage in a
prohibited transaction under Section 4975 of the Internal
-------
DS-8
<PAGE>
--------------------
GT GLOBAL SEP-IRA
Revenue Code. Examples of prohibited transactions include your borrowing from
the SEP-IRA or your selling property to or buying property from the SEP-IRA.
If you engage in a prohibited transaction, your SEP-IRA will lose its tax
exempt status as of the first day of the tax year in which the prohibited
transaction occurs. Once your SEP-IRA loses its exempt status, you must include
the fair market value of its assets in your income for that tax year. You will
also be subject to the 10% penalty tax on premature distributions.
If you use your SEP-IRA or any portion thereof as security for a loan, the
portion so used will be treated as distributed to you and will be currently
taxable and subject to the 10% tax on premature distributions.
- --------------------------------------------
13. FINANCIAL DISCLOSURES
- --------------------------------------------
Contributions to your SEP-IRA will be invested in shares of a GT Global Mutual
Fund. You may receive earnings on your shares in the form of income dividends or
net realized capital gain distributions. Such earnings will be reinvested in
additional shares of a GT Global Mutual Fund. The growth in value of the SEP-IRA
is neither guaranteed nor projected. The gross income received by a GT Global
Mutual Fund is reduced by the fees paid to the manager of the Fund, Chancellor
LGT Asset Management, Inc., and by expenses incurred by the Fund, such as
accounting fees, taxes, interest, trustee fees and brokerage charges. Each
Fund's prospectus contains more complete information including charges,
expenses, the risks of global and emerging market investing and other matters of
interest to a prospective investor.
- --------------------------------------------
14. MISCELLANEOUS
- --------------------------------------------
You are required to file form 5329 (Return for Individual Retirement Savings
Arrangements) for a taxable year in which you are subject to penalty taxes in
connection with your SEP-IRA.
The enclosed agreement has been approved as to form for use in establishing
custodial accounts by the Internal Revenue Service. The Internal Revenue Service
approval is a determination as to form only and does not represent a
determination of the merits of the account.
The proceeds from the custodial account may be used by you as a rollover
contribution to another account or annuity or retirement bond.
- --------------------------------------------
15. ADDITIONAL INFORMATION
- --------------------------------------------
Additional information on Individual Retirement Accounts can be obtained from
any district office of the Internal Revenue Service (IRS Publication 590).
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DS-9
<PAGE>
--------------------
GT GLOBAL SEP-IRA
NOTES
- ----------------------------------------------------------
-------
DS-10
<PAGE>
[CAMERA READY COPY]
DS-11
<PAGE>
ARTICLE VIII
See Exhibit A to Form 5305-A for additional terms applicable to your GT Global
SEP-IRA. Exhibit A is incorporated in and made part of your GT Global SEP-IRA by
this reference.
DS-12
<PAGE>
--------------------
GT GLOBAL SEP-IRA
EXHIBIT A TO FORM 5305-A,
ARTICLE VIII
- ----------------------------------------------------------
The following provisions constitute Article VIII of Form 5305-A which is used to
establish your GT Global SEP-IRA.
1. The Custodian is under no duty to compel the Depositor to make any
contributions to the Account and shall have no duty to assure that such
contributions are appropriate in amount (except to the extent that no annual
employee contributions (other than elective deferrals) may exceed $2,000 or such
other maximum annual level as may be later authorized by law).
2. The amount of each contribution by a Depositor or by Depositor's employer
shall be applied to the purchase of shares of GT Global Mutual Funds
(hereinafter "Funds"). The Depositor acknowledges receipt of the appropriate
current prospectus of the Funds. All dividends and capital gain distributions
received on securities held in the Custodial Account (the "Account") shall be
reinvested in additional shares of the Funds and credited to the Account. Shares
acquired in the Account will be held beneficially for the Depositor in the name
of the Custodian or its nominee.
3. The Custodian shall deliver to the Depositor all shareholder notices and
reports, prospectuses, financial statements, proxy material and other material
as they are received from the Funds. The Custodian shall vote at all shareholder
meetings of the Funds in accordance with written instructions of the Depositor
which will be secured by the Custodian. If no written instructions are received
from the Depositor, the Depositor's shares shall not be voted.
4. The Custodian may resign upon at least 60 days written notice to the
Depositor and Depositor's employer, as applicable, and may be removed by the
Depositor upon 60 days written notice to the Custodian and Depositor's employer,
as applicable. Upon resignation by the Custodian, it shall transfer the assets
of the Account in such a manner as the Depositor shall designate, but in the
absence of such designation, the Custodian will use its best efforts to transfer
the assets of the Account to a successor custodian to be held under an
Individual Retirement Account qualifying under Section 408 of the Internal
Revenue Code. Upon removal of the Custodian by action of the Depositor, the
assets of the Account shall be transferred in accordance with the Depositor's
instructions.
5. If the Depositor does not effectively elect any of the methods of
distribution described above by the April 1 following the calendar year in which
he or she reaches age 70 1/2, the assets of the Account shall be distributed to
the Depositor in equal or substantially equal payments over the Depositor's life
expectancy in accordance with the minimum distribution requirements applicable
to the Account as described in Article IV of Form 5305-A unless the Depositor
effectively elects another method of distribution.
6. By completing the Beneficiary Designation section of the SEP-IRA
Application, the Depositor may designate one or more beneficiaries to receive
such benefits in the event of his or her death. Should the Depositor die without
an effective designation of beneficiary, the assets of the Account shall be
distributed to the Depositor's surviving spouse, or if there is no surviving
spouse, to the Depositor's estate in a single payment, unless another method of
distribution has been elected by such spouse or estate, as applicable.
7. In the event a Depositor's contribution to the Account (other than elective
deferrals) in any year exceeds $2,000, such excess amount shall be deemed to be
a "rollover contribution" permitted under Article I of the Account agreement,
unless the Depositor certifies otherwise to the Custodian in a form satisfactory
to it.
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DS-13
<PAGE>
--------------------
GT GLOBAL SEP-IRA
NOTES
- ----------------------------------------------------------
-------
DS-14
<PAGE>
[CAMERA READY COPY]
[5305-SEP]
DS-15
<PAGE>
[CAMERA READY COPY]
DS-16
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 SEP-IRA APPLICATION
800/223-2138
</TABLE>
<TABLE>
<S> <C>
Account Registration / / SEP-IRA / / SAR SEP-IRA (ESTABLISHED BY YOUR EMPLOYER BEFORE 1997)
TYPE OF ACCOUNT: / / CONTRIBUTORY / / ROLLOVER / / TRANSFER.
Name __________________________________ Employer Name _________________________________________
Address________________________________ Address________________________________________________
STREET STREET
_______________________________________ _______________________________________________________
CITY STATE ZIP CODE CITY STATE ZIP CODE
Tel. No.(__)________ Fax No.(__)_______ Tel. No.(__)______________ Fax No.(__)________________
Social Security Number_________________
Date of Birth__________________________
Fund Selection & Initial Contribution
Each GT Global Mutual Fund issues three classes of shares. Class A Shares are sold with an initial sales charge while Class
B shares are sold without an initial sales charge but are subject to higher expense levels and to a contingent deferred
sales charge payable on certain redemptions. Advisor Class shares are sold through a different prospectus than Class A and
Class B shares, are not sold directly to the general public and are only available through certain employee benefit plans,
financial institutions and other entities that have entered into specific agreements with GT Global, Inc. Please read the
prospectus of such Funds carefully before you invest. Please check applicable box:
</TABLE>
/ /Enclosed is a check for $________ made payable to GT Global (as agent for
the Custodian) to be invested in the Fund(s) hereby specified.
/ /This is a transfer from another IRA to be invested in the Fund(s) hereby
specified. (Please indicate only the PERCENTAGE of the transfer you wish
allocated to each Fund. Please complete the separate IRA Transfer
Authorization Form.)
/ /The above-referenced employer will make contributions to my SEP-IRA to be
invested in the Fund(s) hereby specified. (Please indicate only the
PERCENTAGE of each contribution that you wish allocated to each Fund.)
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER:
/ / CLASS A SHARES / /CLASS B SHARES (NOT AVAILABLE FOR / / ADVISOR CLASS
PURCHASES OF $500,000 OR MORE OR FOR SHARES.
THE GT GLOBAL DOLLAR FUND) OR
If a class share box is not checked, your investment will be made in Class A
shares.
<TABLE>
<CAPTION>
INITIAL CONTRIBUTION INITIAL CONTRIBUTION
<S> <C> <C> <C>
07 / / GT GLOBAL WORLDWIDE $_____ OR ___% 03 / / GT GLOBAL EUROPE GROWTH $_____ OR ___%
GROWTH FUND FUND
05 / / GT GLOBAL INTERNATIONAL $_____ OR ___% 13 / / GT GLOBAL LATIN AMERICA $_____ OR ___%
GROWTH FUND GROWTH FUND
16 / / GT GLOBAL EMERGING $_____ OR ___% 24 / / GT GLOBAL AMERICA SMALL $_____ OR ___%
MARKETS FUND CAP GROWTH FUND
22 / / GT GLOBAL CONSUMER $_____ OR ___% 06 / / GT GLOBAL AMERICA MID $_____ OR ___%
PRODUCTS SERVICES FUND CAP GROWTH FUND
17 / / GT GLOBAL FINANCIAL $_____ OR ___% 23 / / GT GLOBAL AMERICA VALUE $_____ OR ___%
SERVICES FUND FUND
11 / / GT GLOBAL HEALTH CARE $_____ OR ___% 04 / / GT GLOBAL JAPAN GROWTH $_____ OR ___%
FUND FUND
19 / / GT GLOBAL $_____ OR ___% 10 / / GT GLOBAL GROWTH & $_____ OR ___%
INFRASTRUCTURE FUND INCOME FUND
21 / / GT GLOBAL NATURAL $_____ OR ___% 08 / / GT GLOBAL STRATEGIC $_____ OR ___%
RESOURCES FUND INCOME FUND
15 / / GT GLOBAL $_____ OR ___% 09 / / GT GLOBAL GOVERNMENT $_____ OR ___%
TELECOMMUNICATIONS FUND INCOME FUND
02 / / GT GLOBAL NEW PACIFIC $_____ OR ___% 18 / / GT GLOBAL HIGH INCOME $_____ OR ___%
GROWTH FUND FUND
01 / / GT GLOBAL DOLLAR FUND $_____ OR ___% TOTAL INITIAL CONTRIBUTION: $
CONTRIBUTION YEAR:
NOTE: Minimum Initial Contribution -- $100 per Fund
Maximum Annual Individual Contribution (except for rollovers and transfers) -- $2,000
Maximum Annual SEP-IRA Contribution -- See Disclosure Statement
Telephone Exchange
I, either directly or through the Authorized Agent, if any, named below, hereby authorize the Transfer Agent of the GT Global
Mutual Fund, to honor any telephone, telex or telegraphic instructions believed to be authentic for exchange between any of
the Funds distributed by GT Global, Inc. I understand and agree that the account will be subject to the telephone exchange
privilege described in the applicable GT Global Mutual Fund's current prospectus and agree that GT Global, Inc., GT Global
Mutual Funds and the Funds' Transfer Agent, their officers and employees, will not be responsible for the authenticity of any
telephone, telex, or telegraphic instructions nor be liable for any loss arising out of any such telephone, telex or
telegraphic instructions effected including any such loss due to negligence on the part of such entities.
For Use by Authorized Agent (Broker/Dealer or Advisor) Only
We hereby submit this SEP-IRA Application for the purchase of shares including shares purchased under a Right of Accumulation
or Letter of Intent in accordance with the terms of our Selling Agreement with GT Global, Inc. and with the Prospectus(es) for
the GT Global Mutual Fund(s). We agree to notify GT Global, Inc. of any purchases properly made under a Letter of Intent or
Right of Accumulation.
Investment Dealer or Advisor Name_____________________________________________
Main Office Address___________________________________________________________
Branch Number____________ Representative's Number____________ Representative's Name________________
Branch Address____________________________ Telephone Number____________________________
For Class A and B shares only:
Investment Dealer's Authorized Signature X_____________________ Title_______________________
For Advisor Class shares only:
We hereby submit this SEP-IRA Application for the purchase of Advisor Class shares in accordance with the terms of our
Advisor Class Agreement with GT Global, Inc. and with the Prospectus and Statement of Additional Information of each Fund
purchased.
Advisor's Authorized Signature X__________________________ Title____________________________
</TABLE>
DS-17
<PAGE>
<TABLE>
<S> <C>
Designation of Beneficiary(ies)
If you require more room to name additional beneficiaries, please provide the necessary information on a separate sheet,
and indicate next to each name whether beneficiary is primary or contingent.
PRIMARY BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest remaining in my SEP-IRA upon my death:
</TABLE>
<TABLE>
<S> <C> <C>
1. Name_________________________________________________ Address___________________________________________________
Relationship _______________Date of Birth____________ Social Security Number___________ Share of Account _______%
2. Name_________________________________________________ Address___________________________________________________
Relationship _______________DOB______________________ Social Security Number___________ Share of Account _______%
CONTINGENT BENEFICIARY(IES)
I hereby designate the following person(s) to receive any interest remaining in my SEP-IRA upon my death:
1. Name_________________________________________________ Address___________________________________________________
Relationship _______________DOB______________________ Social Security Number___________ Share of Account _______%
2. Name_________________________________________________ Address___________________________________________________
Relationship _______________DOB______________________ Social Security Number___________ Share of Account _______%
</TABLE>
Unless otherwise indicated above, the benefit payable hereunder shall be paid
in equal shares to the Primary Beneficiaries who survive the Participant. If
no Primary Beneficiary(ies) survives the Participant, the payment shall be
made in equal shares (or as otherwise indicated above) to the Contingent
Beneficiary(ies) who survive the Participant. The Participant reserves the
right to change the above beneficiary by filing a new Beneficiary Designations
Form with the Custodian. Should no named beneficiary survive the date of
distribution, the account shall be distributed to my surviving spouse, or if
there is no surviving spouse, in a single payment to my estate. ONLY THE MOST
RECENT EXECUTED DESIGNATION OF BENEFICIARY(IES) ON FILE WITH GT GLOBAL
INVESTOR SERVICES, INC. (AS AGENT FOR THE CUSTODIAN) WILL BE HONORED.
Consent of Spouse
I consent to the above Beneficiary Designation.
Signature of Spouse:_____________________________ Date:______________________
(Note: May be required in community property states if any person other than
or in addition to Participant's Spouse is designated as Beneficiary.)
Reduced Sales Charges
RIGHT OF ACCUMULATION -- CLASS A SHARES ONLY
/ / I certify that I qualify for the Right of Accumulation sales charge
discount described in the Prospectus and Statement of Additional
Information of the Fund(s) purchased.
/ / I own shares of more than one GT Global Mutual Fund. Below is a schedule
showing the numbers of each of my Shareholder Accounts.
/ / The registration of some of my shares differs from that shown on this
SEP-IRA Application. Below is a schedule showing the account number(s) and
full registration in each case.
STATEMENT OF INTENTION -- CLASS A SHARES ONLY
I agree to the Statement of Intention set forth in the Prospectus(es) for the
Fund(s) in which I am investing. Although I am not obligated to do so, it is my
intention to invest over a thirteen-month period in Class A shares of the GT
Global Mutual Funds, in an aggregate amount at least equal to:
/ / $50,000 / / $100,000 / / $250,000 / / $500,000
LIST OF OTHER GT GLOBAL MUTUAL FUND ACCOUNTS:
______________________ ___________________________________
______________________ ___________________________________
______________________ ___________________________________
Account Numbers Account Registrations
Agreement and Signature
I acknowledge receipt of the Disclosure Statement and IRA Agreement (IRS Form
5305-A) for the GT Global SEP-IRA. I acknowledge receipt of the current
Prospectus(es) of the Fund(s) in which I have directed GT Global Investor
Services, Inc. (as agent for the Custodian) to invest my contribution(s). I
agree to the terms and provisions set forth in this SEP-IRA Application
including those contained in the Telephone Exchange section, the Disclosure
Statement, the Individual Retirement Custodial Account Agreement (IRS Form
5305-A) and the Prospectus(es). AS REQUIRED BY THE INTERNAL REVENUE SERVICE, I
CERTIFY, UNDER PENALTIES OF PERJURY, THAT THE TAXPAYER IDENTIFICATION NUMBER
GIVEN ON THE FACE OF THIS SEP-IRA APPLICATION IS CORRECT AND THAT I AM NOT
SUBJECT TO BACKUP WITHHOLDING IN MY IRA(S). THE INTERNAL REVENUE SERVICE DOES
NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
Signature X_______________________________ Date ______________________________
Individual
DS-18
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[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 IRA TRANSFER AUTHORIZATION
800/223-2138
Please complete a separate Transfer Authorization for each Account to be
transferred.
To Existing Custodian:
Name of Existing Custodian_________________________ Telephone (__)___________
Address__________________________ ________________ _______________ ________
Street City State Zip Code
Individual Policy or Account:_________________________________________________ in the name of ___________
Account Name Account Number Your Name
Please liquidate/transfer in kind* $________ or _______% of my IRA identified above and transfer those funds by a check,
made payable to
GT Global, for_______________, SEP-IRA Account #________________________________________________
Investor's Name Existing GT Global Account Number, if applicable
</TABLE>
Age 70 1/2 Restrictions
(Please complete this section if you will be age 70 1/2 or older in the
transfer year.)
The following transfer restrictions apply to this transaction:
<TABLE>
<S> <C> <C>
1. Required Minimum Distribution. I authorize the Custodian or Trustee named above (select one):
/ / to distribute my required minimum distribution to me prior to transferring my IRA assets.
/ / to segregate and retain minimum distribution amount. Distribute on __________, 19__.
Required Elections. (Complete only if you have reached your required beginning date, i.e., April 1
2. following the year in which you attain age 70 1/2.)
a. My oldest primary beneficiary with respect to the transferring IRA is:
Name_____________________________ Birthdate_________ Relationship __________________
b. My life expectancy / / was / / was not being recalculated.
c. The life expectancy of my spouse beneficiary / / was / / was not being recalculated / / Not
Applicable. I am aware that the elections indicated above became irrevocable as of my required
beginning date and will apply to the SEP-IRA with the new Custodian indicated below.
</TABLE>
THIS FORM, ALONG WITH ALL CHECK(S) SHOULD BE MAILED TO: GT GLOBAL (AS AGENT
FOR THE CUSTODIAN), P.O. BOX 7345, SAN FRANCISCO, CA 94120-7345.
<TABLE>
<S> <C> <C>
X
_________________________________ ________________________ _____________________________________
Investor's Signature Date Signature Guarantee
(if required by current Custodian)
</TABLE>
* If this IRA currently holds shares of a GT Global Mutual Fund, you may
request a direct transfer of shares.
For GT Global Use Only
GT Global Investor Services, Inc. (as agent for the GT Global IRA Custodian)
agrees to accept the transfer described above and upon written receipt will
apply the proceeds to investments as designated by the Investor.
X
________________________________________________ ________________
Signature of Custodian or its Agent Date
DS-19
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DS-20
<PAGE>
<TABLE>
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[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 IRA DIRECT ROLLOVER AUTHORIZATION
800/223-2138
TO CURRENT PLAN ADMINISTRATOR OR 403(B) CUSTODIAN:
Name of Current Plan Administrator or 403(b) Custodian:_____________ Telephone (___)______________
Address:_______________________ ______________________ ___________ ___________
Street City State Zip Code
Plan Account:_____________________________________________________________________________________
Plan Account Name Plan Account Number Name of Plan Participant
Please pay my entire eligible rollover distribution from the plan identified
above directly to my GT Global SEP-IRA Custodian, for
________________________________________________________________________, SEP-IRA Account #______________
Participant Name (GT Global Account #, if known)
I. Rollover/Direct Rollover from an Employer Plan
A. I certify that my employer's qualified plan, qualified annuity, or 403(b) plan has made or will make
an Eligible Rollover Distribution which is being paid in a Direct Rollover to the Custodian of my
SEP-IRA; or
B. This Direct Rollover is not part of a series of payments over my life or life expectancy(ies ) or
over a period of 10 years or more.
C. This Direct Rollover does not include any "after tax" employee contributions made by me to the
employer's plan.
D. This Direct Rollover does not include any required minimum distributions with respect to the
employer's plan.
E. I certify that I am eligible to establish an IRA with this Direct Rollover of an Eligible Rollover
Distribution, and that I am:
/ / 1. the plan participant;
/ / 2. the surviving spouse of the deceased plan participant; or
/ / 3. the spouse or former spouse of the plan participant under a Qualified Domestic Relations
Order.
</TABLE>
II. Additional Information for Rollovers Beginning at age 70 1/2
(Complete the following only if the direct rollover is being made after the
Participant's required beginning date, the April 1st following the calendar
year during which the Participant attained age 70 1/2):
1. My oldest primary beneficiary under the distribution plan is:_____________
Birthdate_____________________ Relationship _______________________
2. My life expectancy / / was / / was not being recalculated. The life
expectancy of my spouse beneficiary / / was / / was not being recalculated.
III. Commingling Authorization
(Check if applicable):
/ / I authorize the Custodian to commingle this direct rollover with my
regular IRA contributions. I understand that commingling regular IRA
contributions with direct rollover contributions from employer plans may
preclude me from rolling over funds in my rollover IRA into another
qualified plan or 403(b) plan. With such knowledge, I authorize and direct
the Custodian to place regular IRA contributions in my rollover IRA or
vice versa.
Please make this direct payment either in the form of a check made payable, or
by wire, to GT Global, for the benefit of my SEP-IRA. All checks should be
mailed to GT Global (as agent for the Custodian), P.O. Box 7345, San
Francisco, CA 94120-7345.
Signature of Participant
I hereby irrevocably elect, pursuant to IRS Regulation 1.402(a)(5)-1T, to
treat this contribution as a rollover contribution. I understand that this
will not be a valid IRA rollover unless PART I and PART II (and, if
applicable, PART III) are correct statements. I acknowledge that, due to the
complexities involved in the tax treatment of eligible rollover distributions
from qualified plans, qualified annuities, or 403(b) plans and direct
rollovers to IRAs, the Custodian has recommended that I consult with my tax
adviser or the Internal Revenue Service before completing this transaction to
make certain that this transaction qualifies as a rollover and is appropriate
in my individual circumstances. I hereby release the Custodian from any claim
for damages on account of the failure of this transaction to qualify as a
valid rollover.
X
_______________________________ _______________ ____________________________
Participant's Signature Date Signature Guarantee
(if required by current plan)
For GT Global Use Only
GT Global Investor Services, Inc., (as agent for the GT Global SEP-IRA
Custodian) agrees to accept the direct rollover described above and upon
receipt of such rollover funds will apply those funds to investments as
designated by the Participant.
X___________________________________________ ___________________________
Signature of Custodian or its Agent Date
DS-21
<PAGE>
IRA DIRECT ROLLOVER INSTRUCTIONS
Since the eligible rollover distributions(1) that you take from an
employer-sponsored qualified plan(2) are subject to 20% federal income tax
withholding unless you roll over these assets directly to an IRA or other
eligible retirement plan, you may wish to arrange for a direct rollover to a GT
Global SEP-IRA.
TO FACILITATE A DIRECT ROLLOVER TO A GT GLOBAL SEP-IRA, PLEASE FOLLOW THESE
STEPS:
1. Complete the front portion of this form;
2. Complete the GT Global SEP-IRA Application; and
3. Return them to GT Global at P.O. Box 7345, San Francisco, CA 94120-7345.
GT Global will establish a SEP-IRA in your name, and provide you and your
current plan administrator or 403(b) custodian with your GT Global SEP-IRA
account number. Your current plan administrator or 403(b) custodian can then
send the assets directly to your GT Global SEP-IRA (by check or wire), or give
you a check made payable to your GT Global SEP-IRA.
(1) An "eligible rollover distribution" subject to 20% withholding is generally
any partial or total distribution, except: (a) substantially equal periodic
payments made for life or joint lives (or life expectancy or joint life
expectancies) or for a specified period of 10 years or more; (b) required
minimum distributions; (c) non-taxable distributions (e.g., after-tax
contributions); and (d) certain DE MINIMIS distributions, corrective
distributions, loans and other distributions specified in the Internal
Revenue Code and applicable regulations. You should verify with the
distributing employer and your tax adviser whether a distribution is an
"eligible rollover distribution."
(2) "Qualified" plans include 401(k), 403(b) and other pension and
profit-sharing plans. Section 457 deferred compensation plans for
government and tax-exempt entity employees are not "qualified." An IRA is
not considered a "qualified" plan, even if the assets held in the IRA
originated from a qualified plan. You may use the IRA Transfer
Authorization to transfer your IRA assets to a GT Global IRA. If you
receive a distribution from another IRA, you may be eligible to roll it
over to a GT Global SEP-IRA.
DS-22
<PAGE>
<TABLE>
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[LOGO]
GT Global Mutual Funds SUPPLEMENTAL APPLICATION
P.O. Box 7345, San Francisco, CA 94120-7345 FOR AUTOMATIC INVESTMENT PLAN
800/223-2138
Account Registration
PLEASE NOTE: Automatic Investment Plan may ONLY be used for current year IRA contributions.
Please supply the following information exactly as it appears on the Fund's records.
__________________________________________________ ______________________________________________________
Name Account Number
__________________________________________________ ______________________________________________________
Address Telephone Number
__________________________________________________ ______________________________________________________
City State Zip Code Social Security Number
______________________________________________________
Automatic Investment Plan Date of Birth
I hereby authorize the Transfer Agent of the GT Global Mutual Funds to debit my personal checking account on the
designated dates in order to purchase shares in the Fund(s) indicated at the applicable public offering price
determined on that day. Please indicate if your purchase is for Class B shares / /. If the Class B share box is
not checked, your purchase will be made in Class A shares.
Fund:_____________________ $__________ or ____% Fund:_____________________ $__________ or ____%
Fund:_____________________ $__________ or ____% Fund:_____________________ $__________ or ____%
Fund:_____________________ $__________ or ____% Fund:_____________________ $__________ or ____%
/ / Monthly on the 25th day / / Quarterly beginning on the 25th day of the month you first select: __________
(MONTH)
(The request for participation in the Plan must be received by the 1st day of the month in which you wish
investments to begin.)
Amount of each debit (minimum $100) $_____________________
NOTE: A Bank Authorization Form (below) and a voided personal check must accompany the Automatic Investment Plan Application.
[LOGO]
GT Global Mutual Funds
P.O. Box 7345, San Francisco, CA 94120-7345 AUTOMATIC INVESTMENT PLAN
800/223-2138
Bank Authorization
__________________________ _____________________________________ ________________________________
Bank Name Bank Address Bank Account Number
I/we authorize you, the above named bank, to debit my/our account for amounts drawn by the Transfer Agent of the
GT Global Mutual Funds, acting as my agent. I/we agree that your rights in respect to each withdrawal shall be
the same as if it were a check drawn upon you and signed by me/us. This authority shall remain in effect until
I/we revoke it in writing and you receive it. I/we agree that you shall incur no liability when honoring any
such debit.
I/we further agree that you will incur no liability to me/us if you dishonor any such withdrawal. This will be
so even though such dishonor results in the forfeiture of investment.
________________________________________________ ____________________________________________________
Account Holder's Name Joint Account Holder's Name
X X
____________________________ __________________ ________________________________________ __________
Account Holder's Signature Date Joint Account Holder's Signature Date
</TABLE>
(OVER)
DS-23
<PAGE>
AGREEMENT AND SIGNATURES
The investor certifies and agrees that the certifications, authorizations,
directions and restrictions contained herein will continue until the Transfer
Agent of the GT Global Mutual Funds receives written notice of any change or
revocation. Any change in these instructions must be in writing with all
signatures guaranteed (if applicable).
_____________________________________
Date
X
_____________________________________
_____________________________________
Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) any U.S. bank; (2) U.S. trust company;
(3) a member firm of a U.S. stock exchange; (4) a foreign branch of any of
the foregoing; or (5) any other eligible guarantor institution. A notary
public is not an acceptable guarantor. An investor uncertain about the GT
Global Mutual Funds signature guarantee requirement should contact the
Transfer Agent.
INDEMNIFICATION AGREEMENT
To: Bank Named on the Reverse
In consideration of your compliance with the request and authorization of the
depositor(s) named on the reverse, the Transfer Agent of the GT Global Mutual
Funds hereby agrees:
1. To indemnify and hold you harmless from any loss you may incur because of the
payment by you and of any debit by the Transfer Agent to its own order on the
account of such depositor(s) and received by you in the regular course of
business for payment, or arising out of the dishonor by you of any debit,
provided there are sufficient funds in such account to pay the same upon
presentation.
2. To defend at its own expense any action which might be brought by any
depositor or any other persons because of your actions taken pursuant to the
above mentioned request or in any manner arising by reason of your participation
in connection with such request.
DS-24
<PAGE>
<TABLE>
<S> <C>
[LOGO]
GT Global, Inc.
Fifty California Street SUPPLEMENTAL APPLICATION
27th Floor PORTFOLIO REBALANCING PROGRAM
San Francisco, CA 94111-4624
ACCOUNT REGISTRATION EXISTING SHAREHOLDER ACCOUNT NUMBER ----------------------------------
-------------------------------------- -------------------------------------------------------
Participant / / Social Security Number or / / Tax I.D. Number "TIN"
- -------------------------------------- (Check applicable box)
Street Address Resident of / / U.S. / / Other (specify)------------------------------
( ) ( )
------------------------------------------------------------------------------------------------------------------------------
City, State, Zip Code Home Telephone Business
Telephone
FUND SELECTION $500 MINIMUM INITIAL INVESTMENT REQUIRED FOR EACH FUND SELECTED
FOR CLASS A AND CLASS B SHARES.
CHECKS SHOULD BE MADE PAYABLE TO "GT GLOBAL."
TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER
/ / Class A Shares / / Class B Shares or / / Advisor Class
Advisor Class shares are sold through a different prospectus than Class A and
Class B shares, are not sold directly to the general public and are only
available through certain employee benefit plans, financial institutions and
other entities that have entered into specific agreements with GT Global, Inc.
Special account requirements apply to Advisor Class shares. Please see an
Advisor Class prospectus for complete information.
If a class share box is not checked, your investment will be made in Class A
shares. Minimum 2 funds; Maximum 10 funds; Minimum 5% allocation per fund.
07 GT GLOBAL WORLDWIDE GROWTH FUND ---------- 13 GT GLOBAL LATIN AMERICA GROWTH FUND ----------
05 GT GLOBAL INTERNATIONAL GROWTH FUND ---------- 24 GT GLOBAL AMERICA SMALL CAP GROWTH FUND ----------
16 GT GLOBAL EMERGING MARKETS FUND ---------- 06 GT GLOBAL AMERICA MID CAP GROWTH FUND ----------
11 GT GLOBAL HEALTH CARE FUND ---------- 23 GT GLOBAL AMERICA VALUE FUND ----------
15 GT GLOBAL TELECOMMUNICATIONS FUND ---------- 04 GT GLOBAL JAPAN GROWTH FUND ----------
19 GT GLOBAL INFRASTRUCTURE FUND ---------- 10 GT GLOBAL GROWTH & INCOME FUND ----------
17 GT GLOBAL FINANCIAL SERVICES FUND ---------- 09 GT GLOBAL GOVERNMENT INCOME FUND ----------
21 GT GLOBAL NATURAL RESOURCES FUND ---------- 08 GT GLOBAL STRATEGIC INCOME FUND ----------
22 GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ---------- 18 GT GLOBAL HIGH INCOME FUND ----------
02 GT GLOBAL NEW PACIFIC GROWTH FUND ---------- 01 GT GLOBAL DOLLAR FUND ----------
03 GT GLOBAL EUROPE GROWTH FUND ----------
Rebalance frequency - check one
/ / Monthly / / Quarterly / / Semi annual / / Annual Total percentage must equal 100%.
AGREEMENTS & SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions contained herein
will continue until the Transfer Agent of the GT Global Mutual Funds receives written notice of any change or revocation. ANY
CHANGE IN THESE INSTRUCTIONS MUST BE IN WRITING WITH ALL SIGNATURES GUARANTEED (IF APPLICABLE).
- ------------------------------------------------------------
Date
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
X X
- ----------------------------------------------- -----------------------------------------------
Signature Signature
- ------------------------------------------------------------ -----------------------------------------------------------------
Signature Guarantee* (if applicable) Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock exchange;
(4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary public is NOT an
acceptable guarantor. An investor with questions concerning the GT Global Mutual Funds signature guarantee requirement should
contact the Transfer Agent.
</TABLE>
DS-25
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GT GLOBAL IRA
NOTES
- --------------------------------------------------------------------------------
DS-26
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----------------
GT GLOBAL IRA
NOTES
- --------------------------------------------------------------------------------
DS-27
<PAGE>
----------------
GT GLOBAL IRA
NOTES
- --------------------------------------------------------------------------------
DS-28
<PAGE>
----------------
GT GLOBAL IRA
NOTES
- --------------------------------------------------------------------------------
DS-29
<PAGE>
DISTRIBUTION PLAN
G.T. INVESTMENT PORTFOLIOS, INC. -- CLASS A SHARES
WHEREAS, G.T. Investment Portfolios, Inc. ("Company") is registered under
the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and currently offers for public sale distinct
series of shares of common stock, each corresponding to a distinct portfolio;
and
WHEREAS, the Company's Board of Directors ("Board") has established G.T.
Global Dollar Fund ("Dollar Fund") as the sole series of shares of common stock
of the Company; and
WHEREAS, the Company hereafter may establish additional series of its
common stock (any such additional series together with the Dollar Fund, singly
may be referred to as a "Fund"); and
WHEREAS, the Company's Board of Directors ("Board") has established Class A
and Class B shares of the Fund; and
WHEREAS, the existing Class A shares of the Fund are subject to a Plan of
Distribution ("Plan") in effect since March 31, 1993, the substance of which is
substantially similar to that contained in this Plan; and
WHEREAS, the Company desires to adopt an amended Plan pursuant to Rule
12b-1 under the 1940 Act with respect to the Class A shares of the Fund; and
WHEREAS, the Company has entered into a Distribution Contract
("Distribution Contract") with G.T. Global Financial Services, Inc. ("G.T.
Global" or "Distributor") pursuant to which G.T. Global serves as Distributor of
the Class A shares of the Fund;
NOW, THEREFORE, the Company hereby adopts this Plan with respect to the
Class A shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Dollar Fund is authorized to pay G.T. Global a service fee
for the Fund's Class A shares at the annualized rate of up to
0.25% of the average daily net assets of the Fund's Class A
shares.
B. The Dollar Fund is authorized to pay G.T. Global for its
expenditures incurred in providing services as Distributor of the
Fund's Class A shares at the annualized rate of up to 0.25%, less
any amounts paid as the aforementioned service fees, of the
average daily net assets of the Fund's Class A shares.
C. If the Company establishes additional Funds in the future and the
applicability of the Plan with respect to such Funds is approved
in the manner set forth in paragraph 4 of this Plan, as well as
by the then sole
<PAGE>
shareholder of the Class A shares of such Fund(s), this Plan may
be amended to provide that each such additional Fund will
reimburse G.T. Global at rates to be established by the Board.
D. Reimbursement amounts and service fees under this Plan shall be
calculated and accrued daily by each Fund and paid monthly to
G.T. Global or at such other intervals as the Company and G.T.
Global shall agree.
2. A Fund may reimburse G.T. Global at a lesser rate than the fee
specified in paragraph 1 of this Plan, as agreed upon by the Board and G.T.
Global and as approved in the manner specified in paragraph 4 of this Plan.
3. As Distributor of the Fund's Class A shares, G.T. Global may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Fund or the
servicing and maintenance of shareholder accounts, including, but not limited
to, payment of ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell Class A shares and/or service Class A
shareholder accounts; compensation to employees of G.T. Global; compensation to
and expenses, including overhead and telephone expenses, of G.T. Global; the
printing of prospectuses, statements of additional information and reports for
other than existing shareholders; and the preparation, printing and distribution
of sales literature and advertising materials.
4. This Plan shall take effect with respect to the Class A shares of the
Fund on July 7, 1993, together with any related agreements, immediately after it
has been approved by a majority of both (a) the Board and (b) those Directors of
the Company who are not interested persons of the Company and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on such approval; and after the
Directors who approve the Plan with respect to the Fund's Class A shares have
reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
5. This Plan shall continue in effect until June 30, 1994, and shall
continue thereafter in full force and effect for successive periods of up to one
year provided that each such continuance is approved in the manner provided in
paragraph 4.
6. G.T. Global shall provide to the Board and the Independent Directors
shall review and approve, in exercise of their fiduciary duties, at least
quarterly, a written report of the amounts expended with respect to the Class A
shares of the Fund by G.T. Global under this Plan and the Distribution Contract
and the purposes for which such expenditures were made.
7. For purposes of this Plan, "distribution fees" shall mean any fees for
activities in connection with G.T. Global's performance of its obligations under
the Plan or the Distribution Contract that are not deemed "service fees."
"Service fees" shall mean fees for activities covered
<PAGE>
by the definition of "service fee" contained in Article III, Section 26(b) of
the National Association of Securities Dealers, Inc.'s Rules of Fair Practice,
as amended.
8. This Plan may be terminated at any time with respect to the Class A
shares of the Fund by vote of the Board, by vote of a majority of the
Independent Directors, or by vote of a majority of the outstanding voting
securities of the Class A shares of the Fund. Termination of the Plan with
respect to the Class A shares of one Fund shall not affect the continued
effectiveness of this Plan with respect to the Class A shares of any other Fund.
9. This Plan may not be amended to increase materially the amount of
reimbursement the Fund is authorized to make under paragraph 1 hereof unless
such amendment is approved in the manner provided for initial approval in
paragraph 4 hereof, and such amendment is further approved by a majority of the
outstanding voting securities of the Fund, and no other material amendment to
the Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 5 hereof.
10. If and to the extent that any of the expenses of the Class A shares of
the Fund listed below in this paragraph are considered to be "primarily intended
to result in the sale of shares" issued by the Fund within the meaning of Rule
12b-1 under the 1940 Act, the Fund's payment of such expenses is authorized
without limit under this Plan, without regard to reimbursements made by the Fund
pursuant to paragraph 1 of this Plan or the requirements for approval of any
increase in such fees under paragraph 9 of this Plan. These expenses include:
(i) the costs of preparing, printing and mailing all required reports and
notices to Class A shareholders, irrespective of whether such reports or notices
contain or are accompanied by material intended to result in the sale of Class A
shares of the Fund or other funds or other investments; (ii) the costs of
preparing, printing and mailing all prospectuses; (iii) the costs of preparing,
printing and mailing any proxy statements and proxies, irrespective of whether
such proxy statements include any item relating to, or directed toward, the sale
of the Fund's Class A shares; (iv) all legal and accounting fees relating to the
preparation of any such reports, prospectuses, proxies and proxy statements;
(v) all fees and expenses relating to the qualification of the Fund and/or its
Class A shares under the securities or "Blue Sky" laws of any jurisdiction;
(vi) all fees under the 1940 Act and the Securities Act of 1933, including fees
in connection with any application for exemption relating to or directed toward
the sale of the Fund's Class A shares; (vii) all fees and assessments of the
Investment Company Institute or any successor organization, irrespective of
whether some of its activities are designed to provide sales assistance;
(viii) all costs of processing Class A share transactions, preparing and mailing
confirmations of Class A shares sold or redeemed or share certificates, and
reports of Class A share balances; and (ix) all costs of responding to telephone
or mail inquiries of investors or prospective investors.
11. It is recognized that the costs of distributing the Fund's Class A
shares may exceed the sum of the sales charges collected on sales of Class A
shares of the Fund and reimbursements made by the Fund pursuant to paragraph 1
of this Plan. In view of this, if and to the extent that any investment
management and administration fees paid by the Fund might be considered as
indirectly financing any activity which is primarily intended to result in the
sale of
<PAGE>
the Fund's Class A shares, the payment by the Fund of such fees hereby is
authorized under this Plan.
12. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons of the Company shall be committed to
the discretion of the Directors who are not interested persons of the Company.
13. As used in this Plan, the terms "majority of the outstanding voting
Class A shares" shall have the same meaning as the phrase "majority of the
outstanding voting securities," has in the 1940 Act, and the phrase "interested
person" shall have the same meaning as that term has in the 1940 Act.
14. The Company shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 6 thereof for a period of not less than six years from the date of
this Plan, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Company has executed this Plan of Distribution on
July 7, 1993.
Attest: G.T. INVESTMENT PORTFOLIOS, INC.
/s/ Peter R. Guarino By: /s/ David A. Minella
- ------------------------------ -------------------------------
Peter R. Guarino David A. Minella
Assistant Secretary President
SEAL:
<PAGE>
DISTRIBUTION PLAN
G.T. INVESTMENT PORTFOLIOS, INC. -- CLASS B SHARES
WHEREAS, G.T. Investment Portfolios, Inc. ("Company") is registered under
the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and currently offers for public sale distinct
series of shares of common stock, each corresponding to a distinct portfolio;
and
WHEREAS, the Company's Board of Directors ("Board") has established G.T.
Global Dollar Fund ("Dollar Fund"), as the sole series of shares of common stock
of the Company; and
WHEREAS, the Company hereafter may establish additional series of its
common stock (any such additional series together with the Dollar Fund, singly
may be referred to as a "Fund"); and
WHEREAS, the Company's Board of Directors ("Board") has established Class A
and Class B shares of the Fund; and
WHEREAS, the existing Class B shares of the Fund are subject to a Plan of
Distribution ("Plan") in effect since March 31, 1993, the substance of which is
substantially similar to that contained in this Plan; and
WHEREAS, the Company desires to adopt an amended Plan pursuant to Rule
12b-1 under the 1940 Act with respect to the Class B shares of the Fund; and
WHEREAS, the Company has entered into a Distribution Contract
("Distribution Contract") with G.T. Global Financial Services, Inc. ("G.T.
Global" or "Distributor") pursuant to which G.T. Global serves as Distributor of
the Class B shares of the Fund and pursuant to which G.T. Global is entitled to
receive payments of contingent deferred sales charges imposed with respect to
certain redemptions of Class B shares;
NOW, THEREFORE, the Company hereby adopts this Plan with respect to the
Class B shares of the Fund in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Fund is authorized to pay G.T. Global for its expenditures
incurred in providing services as Distributor of the Fund's Class
B shares at the annualized rate of 0.75% of the average daily net
assets of the Fund's Class B shares.
B. The Fund is authorized to pay G.T. Global a service fee for the
Fund's Class B shares at the annualized rate of 0.25% of the
average daily net assets of the Fund's Class B shares.
<PAGE>
C. If the Company establishes additional Funds in the future and the
applicability of the Plan with respect to such Funds is approved
in the manner set forth in paragraph 4 of this Plan, as well as
by the then sole shareholder of the Class B shares of such Funds,
this Plan may be amended to provide that each such additional
Fund will reimburse G.T. Global at rates to be established by the
Board.
D. Distribution fees and service fees under this Plan shall be
calculated and accrued daily by the Fund and paid monthly to G.T.
Global or at such other intervals as the Company and G.T. Global
shall agree.
E. The Fund shall accrue and carry forward amounts reimbursable that
are not paid because they exceed the annualized rate of 0.75%, in
the case of distribution fees, and 0.25%, in the case of service
fees, of the average daily net assets of the Fund's Class B
shares and shall pay such amounts within the 0.75% and 0.25% per
annum payment rate limitations as long as this Plan, including
any amendments hereto, is in effect.
2. The Fund may reimburse G.T. Global at a lesser rate than the fee
specified in paragraph 1 of this Plan, as agreed upon by the Board and G.T.
Global and as approved in the manner specified in paragraph 4 of this Plan. The
terms of paragraph 1.E. of this Plan shall apply to such lesser agreed upon
rate, if any. Although the Fund is not liable for unreimbursed distribution
expenses, in the event of termination or discontinuation of the Plan, the Board
may consider the appropriateness of having the Class B shares of the Fund
reimburse G.T. Global for the then outstanding carry forward amounts plus
interest thereon to the extent permitted by applicable law from the effective
date of the Plan.
3. As Distributor of the Fund's Class B shares, G.T. Global may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Fund and the
servicing and maintenance of shareholder accounts, including, but not limited
to, payment of sales commissions, ongoing commissions and other payments to
brokers, dealers, financial institutions or others who sell Class B shares
and/or service Class B shareholder accounts; compensation to employees of G.T.
Global; compensation to and expenses, including overhead and telephone expenses,
of G.T. Global; the printing of prospectuses, statements of additional
information and reports for other than existing shareholders; and the
preparation, printing and distribution of sales literature and advertising
materials. In addition, G.T. Global may be entitled, to the extent permitted by
applicable law, to interest on unreimbursed amounts carried forward pursuant to
paragraph 1.E. hereunder at a rate equal to that paid by G.T. Global for bank
borrowings. Proceeds from contingent deferred sales charges received by G.T.
Global (in connection with the redemption of Fund shares) will be applied to
reduce the costs incurred as described above.
<PAGE>
4. This Plan shall take effect with respect to the Class B shares of the
Fund on July 7, 1993, together with any related agreements, immediately after it
has been approved, by votes of a majority of both (a) the Board and (b) those
Directors of the Company who are not interested persons of the Company and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related thereto ("Independent Directors"), cast in person at a
meeting (or meetings) called for the purpose of voting on such approval; and
until the Directors who approve the Plan with respect to the Fund's Class B
shares have reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
5. The Plan shall continue in full force and effect until June 30, 1994
and shall continue thereafter in full force and effect for successive periods of
up to one year provided that each such continuance is approved in the manner
provided in paragraph 4.
6. G.T. Global shall provide to the Board and the Independent Directors
shall review and approve, in exercise of their fiduciary duties, at least
quarterly, a written report of the amounts expended with respect to the Class B
shares of the Fund by G.T. Global under this Plan and the Distribution Contract
and the purposes for which such expenditures were made.
7. For purposes of this Plan, "distribution fees" shall mean any fees for
activities in connection with G.T. Global's performance of its obligations under
the Plan or the Distribution Contract that are not deemed "service fees."
"Service fees" shall mean fees for activities covered by the definition of
"service fee" contained in Article III, Section 26(b) of the National
Association of Securities Dealers, Inc.'s Rules of Fair Practice, as amended.
8. This Plan may be terminated at any time with respect to the Class B
shares of the Fund by vote of the Board, by vote of a majority of the
Independent Directors, or by vote of a majority of the outstanding voting
securities of the Class B shares of the Fund. Termination of the Plan with
respect to the Class B shares of one Fund shall not affect the continued
effectiveness of this Plan with respect to the Class B shares of any other Fund.
9. This Plan may not be amended to increase materially the amount of
reimbursement the Fund is authorized to make under paragraph 1 hereof unless
such amendment is approved in the manner provided for initial approval in
paragraph 4 hereof, and such amendment is further approved by a majority of the
outstanding voting securities of the Fund, and no other material amendment to
the Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 5 hereof.
10. If and to the extent that any of the expenses of the Class B shares of
the Fund listed below in this paragraph are considered to be "primarily intended
to result in the sale of shares" issued by the Fund within the meaning of Rule
12b-1 under the 1940 Act, the Fund's payment of such expenses is authorized
without limit under this Plan, without regard to reimbursements made by the Fund
pursuant to paragraph 1 of this Plan or the requirements for approval of any
increase in such fees under paragraph 9 of this Plan. These expenses include:
(i) the costs of preparing, printing and mailing all required reports and
notices to Class B shareholders, irrespective of whether such reports or notices
contain or are accompanied by
<PAGE>
material intended to result in the sale of Class B shares of the Fund or other
funds or other investments; (ii) the costs of preparing, printing and mailing
all prospectuses; (iii) the costs of preparing, printing and mailing any proxy
statements and proxies, irrespective of whether such proxy statements include
any item relating to, or directed toward, the sale of the Fund's Class B shares;
(iv) all legal and accounting fees relating to the preparation of any such
reports, prospectuses, proxies and proxy statements; (v) all fees and expenses
relating to the qualification of the Fund and/or its Class B shares under the
securities or "Blue Sky" laws of any jurisdiction; (vi) all fees under the 1940
Act and the Securities Act of 1933, including fees in connection with any
application for exemption relating to or directed toward the sale of the Fund's
Class B shares; (vii) all fees and assessments of the Investment Company
Institute or any successor organization, irrespective of whether some of its
activities are designed to provide sales assistance; (viii) all costs of
processing Class B share transactions, preparing and mailing confirmations of
Class B shares sold or redeemed or share certificates, and reports of Class B
share balances; and (ix) all costs of responding to telephone or mail inquiries
of investors or prospective investors.
11. It is recognized that the costs of distributing a Fund's Class B
shares may exceed the sum of the contingent deferred sales charges collected on
sales of Class B shares of the Fund and reimbursements made by the Fund pursuant
to paragraph 1 of this Plan. In view of this, if and to the extent that any
investment management and administration fees paid by the Fund might be
considered as indirectly financing any activity which is primarily intended to
result in the sale of the Fund's Class B shares, the payment by the Fund of such
fees hereby is authorized under this Plan.
12. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons of the Company shall be committed to
the discretion of the Directors who are not interested persons of the Company.
13. As used in this Plan, the terms "majority of the outstanding voting
Class B shares" shall have the same meaning as the phrase "majority of the
outstanding voting securities" has in the 1940 Act, and the phrase "interested
person" shall have the same meaning as that phrase has in the 1940 Act.
14. The Company shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 6 thereof for a period of not less than six years from the date of
this Plan, the first two years in an easily accessible place.
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Plan of Distribution on
July 7, 1993.
Attest: G.T. INVESTMENT PORTFOLIOS, INC.
/s/ Peter R. Guarino By: /s/ David A. Minella
- ------------------------------ -------------------------------
Peter R. Guarino David A. Minella
Assistant Secretary President
SEAL:
<PAGE>
EXHIBIT 18
G.T. INVESTMENT PORTFOLIOS, INC.
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
G.T. Investment Portfolios, Inc. ("Company") hereby adopts this Multiple
Class Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act") on behalf of its current operating series, GT Global
Dollar Fund and any series that may commence operations in the future (referred
to hereinafter as the "Fund").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED
1. CLASS A SHARES. Class A shares of the Fund are sold to the general
public at net asset value.
Class A shares of the Fund may pay a service fee at the annualized rate of
up to 0.25% of the average daily net assets for the Fund's Class A shares. Class
A shares of the Fund may pay a distribution fee at the annualized rate of up to
0.25% of the average daily net assets for the Fund's Class A shares, less any
amounts paid by the Fund as the aforementioned service fee. Such fees are paid
pursuant to a plan of distribution adopted in accordance with Rule 12b-1 under
the 1940 Act.
Class A shares of any other GT Global Mutual Fund are subject to a
contingent deferred sales charge ("CDSC") on redemptions of shares: (i)
purchased without an initial sales charge due to a sales charge waiver for
purchases of $500,000 or more, and (ii) redeemed within one year after the date
of purchase. Purchases of Class A shares of two or more GT Global Mutual Funds
(other than GT Global Dollar Fund) may be combined for this purpose. The Class A
CDSC is equal to 1% of the lower of (i) the original purchase price, or (ii) the
net asset value of the shares at the time of redemption. This CDSC will apply to
a redemption by such an investor from any GT Global Mutual Fund, including the
Fund.
Class A shares that are redeemed will not be subject to a CDSC to the extent
that the value of such shares represents: (i) reinvestment of dividends or other
distributions, or (ii) Class A shares redeemed one year or more after their
purchase. Thus, investors purchasing shares of the Fund via an exchange of
certain Class A shares of the other GT Global Mutual Funds will be subject to a
CDSC on a redemption of those Class A shares of the Fund received in exchange
for such Class A shares of the other GT Global Mutual Fund, if such redemption
is made within one year of the original purchase date.
2. CLASS B SHARES. Class B shares of the Fund are available only through
an exchange of Class B shares of other GT Global Mutual Funds. No CDSC will be
imposed on the exchange out of Class B shares of any GT Global Mutual Fund and
into the Fund. A shareholder's holding period of Class B shares of the Fund
would be counted for purposes of measuring the CDSC to which that shareholder's
redemption would be subject. A shareholder will be assessed a CDSC, if
applicable, upon redemption of the Class B shares of the Fund, but no CDSC will
be imposed on the exchange out of the Fund into another GT Global Mutual Fund.
Upon a redemption of Class B shares, investors pay a CDSC of up to 5% of the
lesser of the original purchase price or the net asset value of such shares at
the time of redemption. The deferred sales charge is waived for certain
redemptions and is reduced for shares held more than one year. Class B shares
that are redeemed will not be subject to a CDSC to the extent that the value of
such shares represents: (i) reinvestment of dividends, or (ii) shares redeemed
more than six years after their purchase. The higher service and distribution
fees paid by the Class B shares of the Fund will cause that class to have a
higher expense ratio and to pay lower dividends than Class A shares.
Class B shares are subject to a service fee at the annualized rate of up to
0.25% of the average daily net assets of the Class B shares of the Fund and a
distribution fee at the annualized rate of up to 0.75% of the average daily net
assets of the Fund's Class B shares. Such fees are paid pursuant to a plan of
distribution adopted in accordance with Rule 12b-1 under the 1940 Act.
3. ADVISOR CLASS SHARES. Advisor Class shares are sold without imposition
of an initial sales charge or CDSC and are not subject to any service or
distribution fees.
Advisor Class shares of the Fund are available for purchase only by: (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $25,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an
<PAGE>
annual fee of at least 0.50% on the assets in the account; (c) any account with
assets of at least $25,000 if (i) such account is established under a "wrap fee"
program, and (ii) the account holder pays the sponsor of such program an annual
fee of at least 0.50% on the assets in the account; (d) accounts advised by one
of the companies comprising or affiliated with Liechtenstein Global Trust; and
(e) any of the companies comprising or affiliated with Liechtenstein Global
Trust.
B. EXPENSE ALLOCATIONS OF EACH CLASS
Certain expenses may be attributable to a particular Class of shares ("Class
Expenses"). Class Expenses are charged directly to the net assets of the
particular Class and, thus, are borne on a pro rata basis by the outstanding
shares of that Class.
In addition to the service and distribution fees described above, each Class
could also pay a different amount of the following other expenses:
(1) transfer agent fees identified as being attributable to a specific Class
of shares;
(2) stationery, printing, postage and delivery expenses related to preparing
and distributing materials such as shareholder reports, prospectuses and
proxy statements to current shareholders of a specific Class of shares;
(3) Blue Sky registration fees incurred by a specific Class of shares;
(4) SEC registration fees incurred by a specific Class of shares;
(5) expenses of administrative personnel and services as required to support
the shareholders of a specific Class of shares;
(6) Directors' fees or expenses incurred as a result of issues relating to a
specific Class of shares;
(7) accounting expenses relating solely to a specific Class of shares;
(8) auditors' fees, litigation expenses and legal fees and expenses relating
to a specific Class of shares; and
(9) expenses incurred in connection with shareholders meetings as a result
of issues relating to a specific Class of shares.
C. EXCHANGE PRIVILEGES
Class A shares of the Fund may be exchanged only for Class A shares of other
GT Global Mutual Funds, as listed in the Fund's Prospectus. Unless the Class A
shares of the Fund were purchased via exchange for shares of another GT Global
Mutual Fund, a sales load will apply to exchanges from the Fund into other GT
Global Mutual Funds, as set forth in the prospectuses of such Funds. Class B
shares of the Fund may be exchanged only for Class B shares of other GT Global
Mutual Funds, as listed in the Fund's Prospectus. Advisor Class shares of the
Fund may be exchanged only for Advisor Class shares of other GT Global Mutual
Funds, as listed in the Fund's Prospectus.
This exchange privilege is available only in those jurisdictions where the
sale of GT Global Mutual Fund shares to be acquired may be legally made. The
terms of the exchange privileges may be modified at any time, on sixty days'
prior written notice to shareholders.
D. ADDITIONAL INFORMATION
The prospectus for the Fund contains additional information about the
Classes and the Fund's multiple class structure. This Multiple Class Plan is
subject to the terms of the then current prospectus for the applicable Classes;
provided, however, that none of the terms set forth in any such prospectus shall
be inconsistent with the terms of the Classes contained in this Plan.
E. DATE OF EFFECTIVENESS
This Multiple Class Plan will become effective on , 1996. Before
any material amendment of this Multiple Class Plan, a majority of the Directors
of the Company, and a majority of the Directors who are not interested persons
of the Company, shall find that the plan as proposed to be adopted or amended,
including the expense allocation, is in the best interests of each class
individually and the Company as a whole.
<PAGE>
EXHIBIT 99.19
POWER OF ATTORNEY
William J. Guilfoyle hereby constitutes and appoints David J.
Thelander, Daniel R. Waltcher and Matthew M. O'Toole, and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing)
to sign the Registration Statement and any and all Amendments to the
Registration Statement (including Post-Effective Amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
G.T. INVESTMENT PORTFOLIOS, INC.
/s/ WILLIAM J. GUILFOYLE Director, Chairman of February 26, 1997
- ------------------------------ the Board and President
William J. Guilfoyle
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints David J. Thelander, Daniel R. Waltcher and Matthew M. O'Toole, and
each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign the Registration
Statement and any and all Amendments to the Registration Statement (including
Post-Effective Amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
G.T. INVESTMENT PORTFOLIOS, INC.
Director, Chairman of , 1997
- ------------------------------ the Board and President
David A. Minella
/s/ C. DEREK ANDERSON
- ------------------------------ Director February 24, 1997
C. Derek Anderson
/s/ FRANK S. BAYLEY
- ------------------------------ Director February 24, 1997
Frank S. Bayley
/s/ ARTHUR C. PATTERSON
- ------------------------------ Director February 24, 1997
Arthur C. Patterson
/s/ RUTH H. QUIGLEY
- ------------------------------ Director February 24, 1997
Ruth H. Quigley
/s/ ROBERT G. WADE, JR.
- ------------------------------ Director February 24, 1997
Robert G. Wade, Jr.
