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THE TURKISH INVESTMENT FUND, INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
TERMS AND CONDITIONS
1. Each shareholder ("Shareholder") holding shares of common stock of The
Turkish Investment Fund, Inc. (the "Fund") may elect, by written instruction to
the American Stock Transfer & Trust Company (the "Plan Agent"), to be a
participant in the Fund's Dividend Reinvestment and Cash Purchase Plan (the
"Plan") and to have all distributions automatically reinvested by the Plan Agent
in Fund shares pursuant to the Plan. A Shareholder who does not wish to
participate in the Plan will receive all distributions in cash, net of any
applicable U.S. withholding tax, and will be paid by check in U.S. dollars
mailed directly to such Shareholder by the American Stock Transfer & Trust
Company, as dividend disbursing agent. The Plan Agent will act as agent for
individual Shareholders in administering the Plan and will open an account for
each Shareholder under the Plan in the same name as her or his shares of common
stock are registered.
2. Whenever the directors of the Fund declare an income dividend or capital
gains distribution payable either in shares of common stock or in cash,
non-participating Shareholders will receive cash, and participating Shareholders
will take such dividend or distribution entirely in shares of common stock to be
issued by the Fund or to be purchased on the open market by the Plan Agent, and
the Plan Agent shall automatically receive such shares of common stock,
including fractions, for the Shareholder's account. Whenever the market price
per share of common stock equals or exceeds the net asset value per share at the
time the shares of common stock are valued for the purpose of determining the
number of shares of common stock equivalent to the dividend or distribution (the
"Valuation Date"), the Fund will issue new shares to participants at net asset
value, or, if the net asset value is less than 95% of the market price on the
Valuation Date, then participants will be issued shares valued at 95% of the
market price. If net asset value per share on the Valuation Date exceeds the
market price per share on that date, the Plan Agent, as agent for the
participants, will buy shares of the Fund's common stock on the open market, on
the New York Stock Exchange or elsewhere in the United States, for the
participants' accounts. If, before the Plan Agent has completed such purchases,
the market price exceeds the net asset value per share, the average per share
purchase price paid by the Plan Agent may exceed the net asset value per share,
resulting in the acquisition of fewer shares than if the dividend or
distribution had been paid in shares issued by the Fund at net asset value.
Additionally, if the market price exceeds the net asset value per share before
the Plan Agent has completed its purchases, the Plan Agent is permitted to cease
purchasing shares and the Fund may issue the remaining shares at a price equal
to the greater of (a) net asset value or (b) 95% of the then current market
price. In a case where the Plan Agent has terminated open market purchases and
the Fund has issued the remaining shares, the number of shares received by each
participant in respect of the dividend or distribution will be based on the
weighted average of prices paid for shares purchased in the open market and the
price at which the Fund issues the remaining shares. The Valuation Date shall be
the dividend or distribution payment date or, if that date is not a New York
Stock Exchange trading day, the next preceding trading day.
3. Whenever the directors of the Fund declare an income dividend or capital
gains distribution payable only in cash, the Plan Agent, as agent for the
participants, will buy shares of the Fund's common stock on the open market, on
the New York Stock Exchange or elsewhere in the United States, with the cash in
respect of such dividend or distribution for the participants' accounts, on, or
shortly after, the payment date. To the extent the market price exceeds the net
asset value of the common stock when the Plan Agent makes such purchases,
participants may receive fewer shares of common stock than if the dividend or
distribution had been payable in common stock issued by the Fund.
4. Participants in the Plan have the option of making additional cash
payments to the Plan Agent, annually, in any amount from $100 to $3,000, for
investment in shares of common stock of the Fund. The Plan Agent will use all
funds received from participants (as well as any dividends or distributions
received in cash) to purchase Fund shares of common stock on the open market, on
or about January 15 of each year. To avoid unnecessary cash accumulations, and
also to allow ample time for receipt and processing by the Plan Agent,
participants should send in voluntary cash payments to be received by the Plan
Agent approximately ten days before January 15. Any voluntary cash payments
received more than ten days prior to any such date will be
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returned by the Plan Agent, and interest will not be paid on any such uninvested
cash payment amounts. A participant may withdraw a voluntary cash payment by
written notice, if the notice is received by the Plan Agent not less than
forty-eight hours before such payment is to be invested. All voluntary cash
payments should be made by check drawn on a U.S. bank, (or a non-U.S. bank, if
the U.S. currency is imprinted on the check) payable in U.S. dollars, and should
be mailed to the Plan Agent, along with a properly executed cash remittance form
(copies of which will be provided by the Plan Agent to participants), at
American Stock Transfer & Trust Company, Dividend Reinvestment and Cash Purchase
Plan, 59 Maiden Lane, New York, New York 10007. If any check is returned unpaid
for any reason, the Plan Agent will be entitled to sell any number of shares
from the participant's account required to recoup any funds expended to purchase
shares for such participant's account.
5. The Plan Agent will apply all cash received as a dividend or
distribution or as a voluntary cash payment to purchase shares of common stock
on the open market as soon as practicable after the payment date of the dividend
or distribution, but in no event later than 30 days after such payment date,
except where necessary to comply with applicable provisions of the federal
securities laws. No participant will have any authority to direct the time or
price at which the Plan Agent may purchase shares of the Fund's common stock on
such participant's behalf.
6. For all purposes of the Plan: (a) the market price of shares of common
stock of the Fund on a particular date shall be the last sales price on the New
York Stock Exchange at the close of the previous trading day or, if there is no
sale on the New York Stock Exchange on that date, then the mean between the
closing bid and asked quotations for such stock on the New York Stock Exchange
on such date, (b) each Valuation Date shall be the dividend or distribution
payment date or, if that date is not a New York Stock Exchange trading day, the
next preceding trading day, and (c) the net asset value per share of common
stock on a particular date shall be as determined by or on behalf of the Fund.
7. The open-market purchases provided for above may be made on any
securities exchange in the United States where the shares of common stock of the
Fund are traded, in the over-the counter market or in negotiated transactions,
and may be on such terms as to price, delivery and otherwise as the Plan Agent
shall determine. Funds held by the Plan Agent will not bear interest. In
addition, it is understood that the Plan Agent shall have no liability (other
than as provided in paragraph 15 hereof) in connection with any inability to
purchase shares of common stock within 30 days after the payment date of any
dividend or distribution as herein provided or with the timing of any purchases
effected. The Plan Agent shall have no responsibility as to the value of the
shares of common stock of the Fund acquired for any Shareholder's account.
8. The Plan Agent will hold shares of common stock acquired pursuant to
the Plan in non-certificated form in the name of the Shareholder for whom such
shares are being held, and each Shareholder's proxy will include those shares of
common stock held pursuant to the Plan. The Plan Agent will forward to each
Shareholder participating in the Plan any proxy solicitation material received
by it. In the case of Shareholders, such as banks, brokers or nominees, that
hold shares for others who are the beneficial owners, the Plan Agent will
administer the Plan on the basis of the number of shares certified from time to
time by such Shareholders as representing the total amount registered in the
names of such Shareholders and held for the account of beneficial owners who
participate in the Plan. Upon a Shareholder's written request, the Plan Agent
will deliver to her or him, without charge and within ten days, a certificate or
certificates representing all full shares of common stock held by the Plan Agent
pursuant to the Plan for the benefit of such Shareholder.
9. The Plan Agent will confirm, in writing, each acquisition made for the
account of a Shareholder as soon as practicable, but in any event not later than
60 days after the date thereof. Such confirmation will indicate the number of
shares purchased and the price per share paid, and will include any applicable
tax information pertaining to such Shareholder's account. It is understood that
the reinvestment of dividends and distributions does not relieve the participant
of any income tax which may be payable on such dividends and distributions. Any
Shareholder who is subject to U.S. backup withholding tax, or who is a foreign
Shareholder subject to U.S. income tax withholding, will have the applicable tax
withheld from all dividends and distributions received and only the net amount
will be reinvested in shares of the Fund's common stock.
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Although a Shareholder may from time to time have an undivided fractional
interest (computed to three decimal places) in a share of common stock of the
Fund, no certificates for fractional shares will be issued. However,
distributions and dividends on fractional shares of common stock will be
credited to each Shareholder's account. In the event of termination of a
Shareholder's account under the Plan, the Plan Agent will adjust for any such
undivided fractional interest in cash at the current market value of the shares
of common stock at the time of termination.
10. Any stock dividends or split shares distributed by the Fund on shares
of common stock held by the Plan Agent for a Shareholder will be credited to the
Shareholder's account. In the event that the Fund makes available to
Shareholders rights to purchase additional shares of common stock or other
securities, the Plan Agent will forward to each Shareholder participating in the
Plan any materials received by it relating to such rights.
11. There is no charge to Shareholders for reinvesting dividends or
capital gains distributions. The Plan Agent's fees for the handling of the
reinvestment of dividends and distributions will be paid by the Fund. However,
each Shareholder will be charged a pro rata share of brokerage commissions
incurred with respect to the Plan Agent's open market purchases in connection
with the reinvestment of dividends or distributions. A Shareholder will also pay
brokerage commissions incurred in connection with purchases from voluntary cash
payments made by the Shareholder. Brokerage charges for purchasing small amounts
of stock for individual accounts through the Plan are expected to be less than
the usual brokerage charges for such transactions because the Plan Agent will be
purchasing stock for all participants in large blocks and prorating the lower
commission thus attainable.
12. A Shareholder may terminate her or his participation in the Plan by
notifying the Plan Agent. Such notifications should be made in writing on a
properly executed withdrawal/termination form (copies of which will be provided
by the Plan Agent to participants) mailed to the Plan Agent at American Stock
Transfer & Trust Company, Dividend Reinvestment and Cash Purchase Plan, 59
Maiden Lane, New York, New York 10007. Such termination will be effective
immediately if notice is received by the Plan Agent prior to any dividend or
distribution record date; otherwise such termination will be effective, with
respect to any subsequent dividend or distribution, on the first trading day
after the dividend or distribution paid for such record date shall have been
credited to such Shareholder's account. The Plan may be terminated by the Plan
Agent or the Fund with respect to any voluntary cash payments made or any
dividends or distributions paid subsequent to the notice of termination in
writing mailed to the Shareholders at least 90 days prior to the monthly
contribution date, in the case of voluntary cash payments, or the record date
for the payment of any dividend or distribution by the Fund. Upon any
termination, the Plan Agent will cause a certificate or certificates for the
full shares held for a Shareholder under the Plan, and cash adjustment for any
fractional shares to be delivered to her or him or, upon the request of such
Shareholder, will sell all of the shares held for the Shareholder under the
Plan, within ten days of receiving the Shareholder's instructions, and will
deliver the proceeds less any brokerage commissions and transfer taxes to the
Shareholder.
13. If any Shareholder has withdrawn shares from the Plan, or acquires
shares which have been withdrawn from the Plan, and wishes to have such shares
held through and subject to the Plan, such Shareholder may resubmit such shares
by notifying the Plan Agent at American Stock Transfer & Trust Company, Dividend
Reinvestment and Cash Purchase Plan, 59 Maiden Lane, New York, New York 10007.
14. These terms and conditions may be amended or supplemented by the Plan
Agent or the Fund at any time or times but, except when necessary or appropriate
to comply with applicable law or the rules or policies of the Securities and
Exchange Commission or any other regulatory authority, only by mailing to the
Shareholders appropriate written notice at least 90 days prior to the effective
date thereof. The amendment or supplement shall be deemed to be accepted by the
Shareholders unless, prior to the effective date thereof, the Plan Agent
receives written notice of the termination of a Shareholder's account under the
Plan. Any such amendment may include an appointment by the Plan Agent in its
place and stead of a successor Plan Agent under these terms and conditions, with
full power and authority to perform all or any of the acts to be performed by
the Plan Agent under these terms and conditions. Upon any such appointment of a
successor Plan Agent for the purpose of receiving dividends and distributions,
the Fund will be authorized to pay to such
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successor Plan Agent, for the Shareholders' accounts, all dividends and
distributions payable on the shares of common stock held in the Shareholders'
name or under the Plan for retention or application by such successor Plan Agent
as provided in these terms and conditions.
15. The Plan Agent shall at all times act in good faith and agree to use
its best efforts within reasonable limits to ensure the accuracy of all services
performed under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by its negligence, bad faith or willful misconduct or that
of its employees.
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