GAM FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 1995
TO THE SHAREHOLDERS OF GAM FUNDS, INC.:
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of GAM Funds, Inc. (the "Fund"), a Maryland corporation, will be held
at 135 East 57th Street, New York, NY 10022 on December 28, 1995 at 11:00 a.m.
The Meeting is being held for the following purposes:
1. To approve an amendment to the Articles of Incorporation of the Fund to
increase the authorized Common Stock of the Fund from Two Hundred Million
to Four Hundred Million Shares and to reduce the par value of the
authorized Common Stock of all classes of the Fund to $0.0001 per share
(PROPOSAL 1); and
2. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
The subjects referred to above are discussed in detail in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. The Board of Directors of the Fund have fixed
the close of business on October 31, 1995 as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting.
Whether or not you intend to be present at the meeting, we urge you to fill in,
sign and promptly return the enclosed proxy in order that the meeting may be
held and a maximum number of shares may be voted.
By Order of the Directors,
Mary Moran Zeven
Secretary
November 27, 1995
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE. IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense to the Fund involved in validating your vote if
you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy
card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr., Executor
<PAGE>
GAM FUNDS, INC.
135 EAST 57TH STREET
NEW YORK, NEW YORK 10022
PROXY STATEMENT
INTRODUCTION
This proxy statement is being furnished to the shareholders of GAM Funds,
Inc. (the "Fund") for use at a special meeting of shareholders of the Fund which
is to be held on December 28, 1995 at 11:00 a.m., or any adjournment or
adjournments thereof (the "Meeting"). The Meeting will be held at 135 East 57th
Street, 25th Floor, New York, NY 10022. Proxy solicitations will be made
primarily by mail, but proxy solicitations also may be made by telephone,
telegraph or personal interviews conducted by officers and employees of the
Fund; Global Asset Management (USA) Inc.; GAM Services, Inc., the distributor of
shares of the Fund; and/or Chase Global Funds Services Company, the Transfer
Agent for the Fund. The cost of the proxy solicitation and the expenses incurred
in connection with the preparation of this proxy statement and its enclosures,
including the reimbursement of brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of the Fund's shares,
will be borne by the Fund.
The Annual Report of the Fund, containing audited financial statements for
the Fund's fiscal year ended December 31, 1994, has previously been furnished to
shareholders. Upon request, shareholders will be provided with a copy of the
Fund's Annual Report and most recent Semi-Annual Report, free of charge, from
the Fund's Transfer Agent, Chase Global Funds Services Company, 73 Tremont
Street, Boston, MA 02108 at (800) 356-5740.
The Fund currently consists of nine series (each, a "Series"): GAM
International Fund, GAM Global Fund, GAM Pacific Basin Fund, GAM Europe Fund,
GAM North America Fund, GAM Japan Capital Fund, GAM Asian Capital Fund, GAMerica
Capital Fund and GAM Mid-Cap U.S. Fund. The Fund currently issues two classes of
shares, Class A Shares and Class D Shares of Common Stock, for GAM International
Fund, GAM Global Fund and GAM Pacific Basin Fund. The other Series currently
only offer Class A Shares of Common Stock. The matters submitted for approval by
the Shareholders of the Fund are the same for all Series and Classes, and
accordingly, will be voted on jointly. Each share is entitled to one vote and
any fractional share is entitled to a fractional vote. If the enclosed proxy is
properly executed and returned in time to be voted at the Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked thereon, a proxy will be
voted FOR the matters listed on the Notice of Special Meeting of Shareholders
and FOR any other matters deemed appropriate. For purposes of determining the
presence of a quorum for transacting business at the meeting, abstentions and
broker non-votes (i.e., proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted. For this reason, abstention and
broker "non-votes" will have the effect of a "no" vote for the purposes of
obtaining the requisite approval of each proposal. Any shareholder who has given
a proxy has the right to revoke it at any time prior to its exercise either by
attending the Meeting and voting his or her shares in person or by submitting a
letter of revocation or a later-dated proxy to the Fund at the above address
prior to the date of the Meeting.
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In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. A shareholder vote may be
taken on any one of the proposals in this proxy statement prior to any
adjournment if sufficient votes have been received for approval. Under the
By-laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting.
The Board of Directors of the Fund (the "Board") has fixed the close of
business on October 31, 1995 as the record date (the "Record Date") for the
determination of shareholders of the Fund entitled to notice of and to vote at
the Meeting. At the close of business on the Record Date, the following shares
of common stock were issued and outstanding:
NAME OF FUND NUMBER OF OUTSTANDING SHARES
------------ ----------------------------
CLASS A CLASS D
------- -------
GAM International Fund 2,110,513.883 8,001.818
GAM Global Fund 169,485.491 1,752.536
GAM Pacific Basin Fund 302,305.152 55.605
GAM Europe Fund Fund 229,491.552 n/a
GAM North America Fund 51,376.593 n/a
GAM Japan Capital Fund 105,262.850 n/a
GAMerica Capital Fund 31,006.967 n/a
GAM Asian Capital Fund 59,751.526 n/a
GAM Mid-Cap U.S. Fund 0.000 n/a
------------- ---------
TOTAL SHARES 3,059,194.014 9,809.959
Shareholders of the Fund will vote as a single class on the proposals
presented at the Meeting. Proxy cards will be sent to each shareholder who is a
record owner of Fund shares. It is essential that shareholders complete, date
and sign the enclosed proxy card. In order that a shareholder's shares may be
represented at the Meeting, shareholders are required to allow sufficient time
for their proxy to be received on or before 5:00 p.m. on December 27, 1995.
All shareholders of the Fund will vote on Proposal One. Proposal One
requires for approval the affirmative vote of a majority of the outstanding
voting securities of the Fund.
This proxy statement and accompanying proxy card is first being mailed on
or about November 27, 1995.
2
<PAGE>
PROPOSAL ONE:
TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES OF THE FUND AND A CHANGE OF PAR VALUE
The Board of Directors of the Fund has unanimously approved, subject to
approval by the Shareholders of the Fund, a proposal to amend the FIFTH Article
of the Fund's Articles of Incorporation to increase the aggregate number of
Common Shares authorized and available for issuance from Two Hundred Million to
Four Hundred Million and to reduce the par value of the Common Shares from
$0.001 to $$0.0001 per share. Currently, the Fund's authorized Common Shares are
allocated among the Fund's Series and their respective Classes. The Shareholders
of the Fund will be asked to consider and to authorize an additional 200 million
Common Shares of the Fund. If this Proposal is approved by the Shareholders of
the Fund, the Fund will have 400 million authorized Common Shares distributed as
follows:
AUTHORIZED CAPITAL
EXISTING NUMBER OF PROPOSED NUMBER OF
NAME OF SERIES AUTHORIZED SHARES AUTHORIZED SHARES
- -------------- ------------------ ------------------
GAM International Fund Class A 12,500,000 25,000,000
GAM International Fund Class D 12,500,000 25,000,000
GAM Global Fund Class A 12,500,000 25,000,000
GAM Global Fund Class D 12,500,000 25,000,000
GAM Pacific Basin Fund Class A 12,500,000 25,000,000
GAM Pacific Basin Fund Class D 12,500,000 25,000,000
GAM Europe Fund Class A 12,500,000 25,000,000
GAM Europe Fund Class D 12,500,000 25,000,000
GAM North America Fund Class A 12,500,000 25,000,000
GAM North America Fund Class D 12,500,000 25,000,000
GAM Japan Capital Fund Class A 6,250,000 12,500,000
GAM Japan Capital Fund Class D 6,250,000 12,500,000
GAMerica Capital Fund Class A 12,500,000 25,000,000
GAMerica Capital Fund Class D 12,500,000 25,000,000
GAM Asian Capital Fund Class A 6,250,000 12,500,000
GAM Asian Capital Fund Class D 6,250,000 12,500,000
GAM Mid-Cap U.S. Fund Class A 12,500,000 25,000,000
GAM Mid-Cap U.S. Fund Class D 12,500,000 25,000,000
- ----------------------------- ----------- -----------
Total Number of Authorized Shares 200,000,000 400,000,000
Except for GAM International, Pacific Basin and Global Funds, the Fund does
not currently offer Class D Common Shares.
On October 25, 1995 the Board of Directors of the Fund approved a stock
split of ten (10) shares for every one (1) share issued and outstanding for each
of the Series of the Fund. The Board discussed the stock split and its effect on
the net asset value of the Company. The Board noted that the net asset values
per share of each of the separate Series of the Fund range from approximately
$93 (GAM Asian Capital Fund) to $215 (GAM International Fund), and that in the
United States, most mutual funds have a lower net asset value per share which is
more common and readily understood by investors. As a result of the Fund's
higher per share net asset values, the Board noted that small actual movements
in the Fund's Series' net asset values appear to the public and intermediaries
as significant moves when compared on an absolute basis to movements in other
funds. As a result, the various Series of the Fund appear more volatile than
3
<PAGE>
necessary. The Board determined that a stock split might eliminate the potential
for misinterpretation and align the Fund's Series with other U.S. mutual funds,
as well as providing a clearer understanding of the Fund in the press and
reporting services such as Morningstar and Lipper Analytical Services, Inc. As
part of the stock split, it is necessary that the current $0.001 par value per
share of the Fund be reduced to $0.0001 per share of Common Stock.
The resulting modification of the Fund's par value per share will require
an amendment to the Fund's Articles of Incorporation. The Board approved such
amendment, subject to the approval by a majority of the holders of the Fund's
outstanding shares at the Meeting. If approved by the Fund's Shareholders, it is
anticipated that the amendment will become effective as soon as practicable
thereafter, with the stock split becoming effective subsequently thereafter.
Although not a prerequisite to the stock split, the Board determined that
it would be advisable to increase the number of authorized shares of Common
Stock of the Fund as a result of both the stock split and the recent
reclassification of shares of each Series into Class A Common Shares and Class D
Common Shares.
THE BOARD OF DIRECTORS OF THE FUND, INCLUDING ALL OF THE INDEPENDENT BOARD
MEMBERS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
THE FUND'S COMMON STOCK TO 400 MILLION AND TO REDUCE THE PAR VALUE OF THE FUND'S
COMMON SHARES TO $0.0001 PER SHARE
SUPPLEMENTAL INFORMATION
The investment adviser of each Series of the Fund is GAM International
Management Limited, whose address is 12 St. James's Place, London SW1A 1NX,
England. Fayez Sarofim & Co. serves as co-investment adviser to GAM North
America Fund and is located at Two Houston Center, Suite 2907, Houston, Texas
77010. Forstmann-Leff Associates Inc. serves as co-investment adviser for GAM
Mid-Cap U.S. Fund and is located at 55 East 52nd Street, New York, New York
10055.
GAM Services, Inc. serves as the Fund's Distributor and is located at 135
East 57th Street, 25th Floor, New York, New York 10022.
Brown Brothers Harriman & Co. serves as the Fund's Administrator and is
located at 40 Water Street, Boston, Massachusetts 02109.
4
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
As of October 31, 1995, the following persons may be deemed to own
beneficially more than 5% of the outstanding shares of any Series of the Fund.
The following tables also sets forth the share ownership of the Fund's current
directors and officers.
<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL PACIFIC BASIN EUROPE
CLASS A CLASS D CLASS A CLASS D CLASS A CLASS D CLASS A
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Gilbert de Botton1 106,153 0 47,761 0 120,399 0 208,459
12 St. James's Place 5.03% 0% 28.18% 0% 39.83% 0% 90.84%
London SW1A 1NX
England
Alex Brown & Sons 35,455 584 0 0 1,391 0 0
Incorporated 1.68% 7.15% 0% 0% 0.46% 0% 0%
P.O. Box 1346
Baltimore, MD 21203
Big Rock Investment L.P. 0 937 0 0 0 0 0
P.O. Box 1496 0% 11.48% 0% 0% 0% 0% 0%
Tacoma, WA 98401
Caxton Partners 13,495 0 0 0 11,348 0 82
315 Enterprise Drive 0.6% 0% 0% 0% 3.75% 0% 0.04%
Plainsboro, NJ 08536
Donaldson Lufkin 43692 1,764 1068 0 4,108 0 0
Jenrette Securities Corp. 2.07% 21.60% 0.63% 0% 1.36% 0% 0%
P.O. Box 2052
Jersey City, NJ 07303
Fayez Sarofim & Co. 853 0 4,535 0 0 0 0
Two Houston Center 0.04% 0% 2.68% 0% 0% 0% 0%
Suite 2907
Houston, TX 77010
Gordon P. Getty 4,125 0 47,026 0 0 0 0
c/o Marc E. Leland 0.20% 0% 27.75% 0% 0% 0% 0%
600 New Hampshire Ave.
NW Suite 953
Washington, DC 20037
Gordon P. Getty Family 5,679 0 0 0 12,104 0 20,837
Trust 0.27% 0% 0% 0% 4.00% 0% 9.08%
600 New Hampshire Ave.
NW Suite 953
Washington, DC 20037
Gooss & Co. 9,848 0 5,021 0 3,383 0 9,495
c/o Chase Manhattan Bank 0.47% 0% 2.96% 0% 1.12% 0% 4.14%
1211 Avenue of the
Americas
NY, NY 10036
Esmond Harmsworth 4,936 0 0 0 6,610 0 15,623
359 Beacon Street 0.23% 0% 0% 0% 2.19% 0% 6.81%
Boston, MA 02116
Helen Hotze Haas Unitrust 4,624 0 2,620 0 6,446 0 15,486
c/o Bank of New York 0.22% 0% 1.55% 0% 2.13% 0% 6.75%
706 Madison Avenue
New York, NY 10016
5
<PAGE>
INTERNATIONAL GLOBAL PACIFIC BASIN EUROPE
CLASS A CLASS D CLASS A CLASS D CLASS A CLASS D CLASS A
------- ------- ------- ------- ------- ------- -------
Institute of the Americas 0 0 5,021 0 3,383 0 9,495
1011 North Torrey Pines 0% 0% 2.96% 0% 1.12% 0% 4.14%
Road
La Jolla, CA 92037
Isabel Lee 0 0 0 0 0 55.605 0
42 Washington Avenue 0% 0% 0% 0% 0% 100% 0%
Westport, CT 06880
The Neil McConnell 1,646 0 1,886 0 2,139 0 4,664
Foundation 1.56% 0% 1.79% 0% 2.03% 0% 4.43%
c/o Bankers Trust Company
130 Liberty Street
NY, NY 10006
Parade Fund 0 1420.66 0 0 0 0 0
3333 Texas Street Suuite 0% 17.40% 0% 0% 0% 0% 0%
2300
Shreveport, LA 71101
Steven Read 4,629 0 2,922 0 5,832 0 12,790
2000 Fifth Street 0.22% 0% 1.72% 0% 1.93% 0% 5.57%
Berkeley, CA 94710
Rothschild Bank AG 2,919 0 5,147 0 3,740 0 7,679
Zollikerstrasse 181 0.14% 0% 3.04% 0% 1.24% 0% 3.35%
8034 Zurich
Switzerland
Royal Life Insurance 0 53.838 1767.183 0 0 0 0
International Limited 0% 0.66% 100% 0% 0% 0% 0%
Royal Court
Castletown, Isle of Man
British Isles
Charles Schwab & Co. 663,625 0 11,201 0 95,138 0 4,007
101 Montgomery Street 31.44% 0% 6.61% 0% 31.47% 0% 1.75%
San Francisco, CA 94104
Roland Weiser 131 0 319 0 259 0 663
86 Beekman Road 0.01% 0% 0.19% 0% 0.09% 0% 0.29%
Summit, NJ 07901
Kevin Blanchfield 229 0 355 0 228 0 420
135 E. 57th Street 0.01% 0% 0.21% 0% 0.08% 0% 0.18%
New York, NY 10022
Mary Moran Zeven 203 0 203 0 0 0 0
135 E. 57th Street 0.01% 0% 0.12% 0% 0% 0% 0%
New York, NY 10022
Teresa Riggin 16 0 25 0 177 0 313
135 E. 57th Street 0% 0% 0.01% 0% 0.06% 0% 0.14%
New York, NY 10022
All officers and 579 0 903 0 664 0 1,396
directors2 0.03% 0% 0.53% 0% 0.22% 0% 0.61%
6
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES (TABLE CONTINUED)
NORTH JAPAN ASIAN GAMERICA MID-CAP
AMERICA CAPITAL CAPITAL CAPITAL U.S. TOTAL
------- ------- ------- ------- ---- -----
Gilbert de Botton1 35,148 94,315 53,848 29,576 0 695,659
12 St. James's Place 68.41% 89.60% 90.12% 95.39% 0% 22.67%
London SW1A 1NX
England
Alex Brown & Sons 0 1,345 0 0 0 38,775
Incorporated 0% 1.28% 0% 0% 0% 1.26%
P.O. Box 1346
Baltimore, MD 21203
Big Rock Investment L.P. 0 0 0 0 0 937
P.O. Box 1496 0% 0% 0% 0% 0% 0.03%
Tacoma, WA 98401
Caxton Partners 0 9,911 0 0 0 34,837
315 Enterprise Drive 0% 9.42% 0% 0% 0% 1.14%
Plainsboro, NJ 08536
Donaldson Lufkin Jenrette 0 151 0 0 0 50,783
Securities Corp. 0% 0.14% 0% 0% 0% 1.65%
P.O. Box 2052
Jersey City, NJ 07303
Fayez Sarofim & Co. 14,568 0 0 0 0 19,956
Two Houston Center 28.36% 0% 0% 0% 0% 0.65%
Suite 2907
Houston, TX 77010
Gordon P. Getty 0 0 0 0 0 51,151
c/o Marc E. Leland 0% 0% 0% 0% 0% 1.67%
Watergate 500 Ste. 953
600 New Hampshire Ave. NW
Washington, DC 20037
Gordon P. Getty 0 13,553 13,082 0 0 62,255
Family Trust 0% 12.88% 21.89% 0% 0% 2.13%
Suite 953
600 New Hampshire Ave. NW
Washington, DC 20037
Gooss & Co. 4,726 5,404 1,712 5,150 0 44,740
c/o Chase Manhattan Bank 9.20% 5.13% 2.87% 16.61% 0% 1.46%
1211 Avenue of the Americas
NY, NY 10036
Esmond Harmsworth 4,106 5,615 2,496 1,699 0 41,085
359 Beacon Street 7.99% 5.33% 4.18% 5.48% 0% 1.34%
Boston, MA 02116
Helen Hotze Haas Unitrust 4,159 5,682 0 0 0 39,017
c/o Bank of New York 8.09% 5.40% 0% 0% 0% 1.27%
706 Madison Avenue
New York, NY 10016
Institute of the Americas 4,726 5,404 1,712 5,150 0 34,891
1011 North Torrey Pines Road 9.20% 5.13% 2.87% 16.61% 0% 1.14%
La Jolla, CA 92037
Isabel Lee 0 0 0 0 0 9,528
42 Washington Avenue 0% 0% 0% 0% 0% 0.31%
Westport, CT 06880
7
<PAGE>
NORTH JAPAN ASIAN GAMERICA MID-CAP
AMERICA CAPITAL CAPITAL CAPITAL U.S. TOTAL
------- ------- ------- ------- ---- -----
The Neil McConnell Foundation 1,505 2,416 1,012 1,804 0 17,072
c/o Bankers Trust Company 1.43% 2.30% 1.69% 5.82% 0% 0.56%
130 Liberty Street,
NY, NY 10006
Parade Fund 0 0 0 0 0 1,421
3333 Texas Street Suuite 2300 0% 0% 0% 0% 0% 0.05%
Shreveport, LA 71101
Rothschild Bank AG 2,877 4,640 3,764 4,261 0 35,027
Zollikerstrasse 181 5.60% 4.41% 6.30% 13.74% 0% 1.14%
8034 Zurich
Switzerland
Steven Read 0 6,812 2,820 0 0 35,805
2000 Fifth Street 0% 6.47% 4.72% 0% 0% 1.17%
Berkeley, CA 94710
Royal Life Insurance 0 0 0 0 0 1,821
International Limited 0% 0% 0% 0% 0% 0.31%
Royal Court
Castletown, Isle of Man
British Isles
Charles Schwab & Co. 0 7,678 1,223 0 0 782,872
101 Montgomery Street 0% 7.29% 2.05% 0% 0% 25.51%
San Francisco, CA 94104
Roland Weiser 251 99 130 298 0 2,150
86 Beekman Road 0.49% 0.09% 0.22% 0.96% 0% 0.07%
Summit, NJ 07901
Kevin Blanchfield 72 0 0 0 0 1,304
135 E. 57th Street 0.14% 0% 0% 0% 0% 0.04%
New York, NY 10022
Mary Moran Zeven 0 0 0 0 0 406
135 E. 57th Street 0% 0% 0% 0% 0% 0.01%
New York, NY 10022
Teresa Riggin 0 0 0 0 0 531
135 E. 57th Street 0% 0% 0% 0% 0% 0.02%
New York, NY 10022
All officers and directors2 323 99 130 298 0 4,392
0.63% 0.19% 0.25% 0.96% 0% 0.14%
</TABLE>
1 All shares indicated as owned beneficially by Mr. Gilbert de Botton, President
and Director of the Fund, are owned of record by clients, or custodians or
nominees for clients, of GAM and its affiliates, or by employee benefit plans
for the benefit of employees of GAM and its affiliates. Entities controlled by
Global Asset Management Ltd. may be deemed to have investment or voting power
over such shares. Mr. de Botton is the Chairman of Global Asset Management Ltd.
and may be a potential beneficiary of a discretionary trust which indirectly
owns approximately 70% of the voting securities of Global Asset Management Ltd.
As a result, Mr. de Botton may be deemed to have shared voting or investment
power over such shares. Mr. de Botton disclaims beneficial ownership of such
shares.
2 Includes shares which may be deemed to be owned beneficially by Mr. de Botton
as described in footnote 1 above
8
<PAGE>
SUPPLEMENTAL INFORMATION
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, all of whom serve at the pleasure of
the Board of Directors, and their principal occupations during the past five
years are as follows:
Gilbert de Botton, President (age 60), who has served as President of the
Fund since 1984 and whose principal occupations during the last five years have
been Chairman, Global Asset Management Limited, investment adviser, since 1983,
Vice Chairman, Global Asset Management (USA) Inc., investment adviser, 1989 to
present.
Kevin J. Blanchfield (age 40), who has served as Vice President, Assistant
Secretary and Assistant Treasurer of the Fund since December 1993 and whose
principal occupations during the last five years have been Senior Vice President
- - Finance and Administration, Lazard Freres & Co., 1991 to 1993; and Senior Vice
President - Finance, J&W Seligman & Co. Inc., prior to 1991.
Mary Moran Zeven (age 34), who has served as Secretary of the Fund since
June 1994 and whose principal occupations during the last five years have been
General Counsel of Global Asset Management (USA) Inc. since April 1994, Vice
President and Associate General Counsel of The Boston Company Advisors, Inc.,
from 1991 to 1994, and Associate, Edwards & Angell, prior to 1991.
SHAREHOLDER PROPOSALS
The Fund does not ordinarily hold annual meetings of shareholders. Any
shareholder desiring to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send written proposals to the Fund at
GAM Funds, Inc., 135 East 57th Street, New York, NY 10022.
OTHER MATTERS
Management does not know of any matters to be presented at the Special
Meeting other than those stated and described in this Proxy Statement. If any
other business should come before the meeting, the proxies will vote thereon in
accordance with their best judgment.
If you cannot attend the Special Meeting in person, please complete and
sign the enclosed proxy and return it in the envelope provided so that the
meeting may be held and action taken on the matters described herein with the
greatest possible number of shares participating.
Dated: November 27, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
9
<PAGE>
