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G.T. GREATER EUROPE FUND
50 California Street
San Francisco, California 94111
(415) 392-6181
January __, 1995
Dear Fellow Shareholder:
I am writing to update you on the status of the Special
Shareholder's Meeting of the G.T. Greater Europe Fund (the "Fund"). The
Meeting was held on December 13, 1995, but adjourned and scheduled to be
reconvened on January 31, 1996, because a quorum was not present.
Following the adjournment, your Board determined that, barring unforeseen
circumstances, the Fund will offer to repurchase at net asset value up to
55% of its outstanding shares if the Restructuring Proposal described in
the original proxy materials is adopted. This initial repurchase offer is
intended to provide each shareholder seeking to redeem shares in the Fund
at net asset value the opportunity to do so, subject to a small repurchase
fee.
Your Board continues to recommend that you vote in favor
of the Restructuring Proposal, which we believe will result in the
emergence of the Fund as a unique, long-term investment opportunity
focusing on one of the more attractive emerging market sectors in the
world, Eastern Europe. The Fund currently anticipates that it will
commence its repurchase offer for 55% of the Fund's outstanding shares
within 90 days of the effectiveness of the Restructuring Proposal.
Please refer to the original proxy materials for a
description of the Restructuring Proposal and the Open-Ending Proposal and
to the accompanying supplement to the proxy materials for additional
information concerning the Fund's initial offer to repurchase up to 55% of
the Fund's outstanding shares if the Restructuring Proposal is approved.
As more fully described in the supplement to the proxy materials, your
Board currently expects that the Fund's annual repurchase offers in 1997
and 1998 will be limited to 5% of its then outstanding shares in light of
the substantially increased amount of the initial tender and the
restructuring of its portfolio as contemplated by the Restructuring
Proposal.
The accompanying supplement to the proxy materials also
describes two lawsuits that have been commenced against the Fund, your
Board and G.T. Capital Management, Inc. in connection with this proxy
solicitation and the current status of those lawsuits. We believe these
lawsuits to be without merit and are vigorously contesting them.
Enclosed is a new proxy card that you may use in
connection with your vote. If you have not yet voted, or if you have
already voted but desire to change your vote, please complete, sign and
return the enclosed proxy card in the enclosed postage-prepaid envelope
even if you plan to attend the adjourned meeting in person. If you have
already voted but return a new proxy card, the prior proxy card that you
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submitted will be disregarded in favor of any more recent proxy card that
you return.
Thank you for your participation and prompt attention to
these critically important proposals relating to the future of your Fund.
Please call our toll-free number (1-800-891-9336) if you have any
questions or if you have disposed of your original proxy materials or
otherwise require additional copies of them.
Sincerely,
David A. Minella
Chairman of the Board
and President
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SUPPLEMENT TO PROXY STATEMENT
G.T. GREATER EUROPE FUND
50 California Street
San Francisco, California 94111
(415) 392-6181
______________________________________
RECONVENED SPECIAL MEETING OF SHAREHOLDERS
To Be Held on January 31, 1996
_______________________________________
THIS SUPPLEMENT TO PROXY STATEMENT DATED JANUARY ___, 1996
("SUPPLEMENT") IS TO BE READ IN CONJUNCTION WITH THE PROXY STATEMENT DATED
OCTOBER 31, 1995 ("ORIGINAL PROXY STATEMENT"). THE ORIGINAL PROXY
STATEMENT CONTAINS FULL INFORMATION ABOUT EACH PROPOSAL TO THE
SHAREHOLDERS. TO THE EXTENT INFORMATION IN THIS SUPPLEMENT MAY BE
INCONSISTENT WITH THE ORIGINAL PROXY STATEMENT DATED OCTOBER 31, 1995,
THIS SUPPLEMENT CONTROLS.
This Supplement is being furnished to Shareholders in connection
with the solicitation of proxies by the Board of Trustees of G.T. Greater
Europe Fund (the "Fund"). These proxies are to be used at the reconvened
Special Meeting of Shareholders (the "Reconvened Meeting") to be held at
the offices of the Fund, 50 California Street, 27th Floor, San Francisco,
California 94111, on January 31, 1996, at 2:00 p.m. (Pacific time) and at
any adjournment thereof. At the Reconvened Meeting, Shareholders will be
asked to vote on the proposals set forth in the Original Proxy Statement,
including the Restructuring Proposal and the Open-Ending Proposals
described therein. Copies of this Supplement and the accompanying
materials will first be mailed to Shareholders on or about January __,
1996.
If the accompanying proxy card is properly executed and returned
by a Shareholder in time to be voted at the Reconvened Meeting, the shares
covered will be voted in accordance with the instructions marked thereon
by the Shareholder, and such instructions will supersede any previously
executed proxy card. Any proxy given pursuant to this solicitation may be
revoked at any time before its exercise by giving written notice to the
Secretary of the Fund or by the issuance of a subsequent proxy. To be
effective, such revocation must be received by the Secretary of the Fund
prior to the Reconvened Meeting. In addition, a Shareholder may revoke a
proxy by attending the Meeting and voting in person.
At the Reconvened Meeting, Shareholders will be asked to vote on,
among other proposals, the Restructuring Proposal ("Proposal No. 1") and
the Open-Ending Proposal ("Proposal No. 2"). Implementation of either one
of these proposals would preclude implementation of the other.
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. Pursuant to the Restructuring Proposal, the Fund's
Agreement and Declaration of Trust would be amended and restated
(1) to change the name of the Fund to "G.T. Global Eastern Europe
Fund," to reflect a focusing of its investment mandate on Eastern
Europe, and (2) to establish a fundamental policy requiring the
Fund to make annual offers to repurchase at least 5%, and up to
25%, of its outstanding shares at net asset value (less a small
repurchase fee).
. Pursuant to the Open-Ending Proposal, the Fund would be
converted to an "open-end" investment company, and outstanding
shares of the Fund would be redeemable on a daily basis at their
net asset value (less a small redemption fee that the Board
expects would be imposed on redemptions occurring within the
first six months after the change of status of the Fund).
Additional information concerning the Proposals is set forth in the
Original Proxy Statement. The Board of Trustees recommends a vote FOR
Proposal No. 1 (the Restructuring Proposal) and AGAINST Proposal No. 2
(the Open-Ending Proposal).
At the meeting on December 13, 1995, a quorum was not present.
The meeting was adjourned until January 17, 1996, and in view of the date
of this supplement to the initial proxy materials, it will be further
adjourned until January 31, 1996 at 2 p.m. (Pacific time). At the
December 13, 1995 meeting, it was announced that 45% of the outstanding
shares of beneficial interest were present, and that of the shares present
and voting, slightly over 60% voted in favor of Proposal 1 and
approximately 40% voted in favor of Proposal 2.
Approval of either the Restructuring Proposal or the Open-Ending
Proposal will require the favorable vote of a majority of the outstanding
shares of the Fund, as defined in the Investment Company Act of 1940, as
amended ("1940 Act"), which means the lesser of the vote of (a) 67% or
more of the shares of the Fund present at a meeting where more than 55% of
the outstanding shares are present in person or by proxy or (b) more than
55% of the outstanding shares of the Fund. Unless otherwise instructed,
the proxies will vote FOR the Restructuring Proposal and AGAINST the Open-
Ending Proposal. If neither the Restructuring Proposal nor the Open-
Ending Proposal is adopted by the favorable vote of a majority of the
outstanding shares of the Fund, the Fund will continue as a closed-end
investment company operating under its current investment policies,
subject to the Board considering such other actions as the Board may
determine to be in the best interests of the Fund and its shareholders.
UPDATE TO PROPOSAL NO. 1 - THE RESTRUCTURING PROPOSAL
If the Restructuring Proposal is adopted, the Fund will operate
as an "interval" closed-end investment company pursuant to Rule 23c-3
under the 1940 Act. Pursuant to Rule 23c-3, the Fund will make annual
repurchase offers at net asset value (less a small repurchase fee) for at
least 5% and up to 25% of its outstanding shares, pursuant to a
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fundamental policy and conditions described in the Original Proxy
Statement ("Annual Repurchase Offers"). Pursuant to Rule 23c-3, the Fund
will also be permitted from time to time to make additional repurchase
offers at net asset value (less a small repurchase fee) in accordance with
and subject to the provisions of the rule ("Rule 23c-3 Discretionary
Repurchase Offers"). Any such Rule 23c-3 Discretionary Repurchase Offers
(1) will not require approval by Shareholders, (2) can be made for up to
100% of the Fund's outstanding shares, and (3) can not be made more than
once every two years.
The Original Proxy Statement stated that if the Restructuring
Proposal was adopted, the Board had determined that the first repurchase
offer by the Fund pursuant to the Interval Repurchase Program would occur
on or about the end of the first quarter of 1996, with subsequent
repurchase offers to be made annually thereafter. The Original Proxy
Statement also stated that the Board had further determined that, barring
unforeseen circumstances, the Fund would offer, in the first offer under
the Interval Repurchase Program, to repurchase 25% of its outstanding
shares.
Results to date of the proxy solicitation in connection with the
Proposals and communications received by the Fund from Shareholders and
other sources, indicate that Shareholders holding more than 25% of the
Fund's outstanding shares may be interested in liquidating all or a
substantial portion of their Fund holdings, particularly if by doing so
they can receive approximately net asset value for their shares. In order
to serve the interests of those shareholders, as well as of shareholders
seeking to preserve the Fund as a long-term investment vehicle for capital
growth, the Board has determined that if the Restructuring Proposal is
adopted, the Fund will make a Rule 23c-3 Discretionary Repurchase Offer in
early 1996 for up to 55% of the Fund's outstanding shares at net asset
value (less a repurchase fee not to exceed 2% of net asset value to offset
expenses associated with the offer) (the "1996 Repurchase Offer"). The
Board currently anticipates that the 1996 Repurchase Offer will commence
within 90 days of the effectiveness of the Restructuring Proposal or as
soon thereafter as practical. If and when the 1996 Repurchase Offer
proceeds, shareholders will each receive a mailing with tender information
and instructions. If more than 55% of the outstanding shares are tendered
pursuant to the 1996 Repurchase Offer, shares will be accepted for
repurchase on a pro rata basis, subject to the conditions and provisos set
forth in the Original Proxy Statement.
If the Restructuring Proposal is adopted, the Fund's first
regular Annual Repurchase Offer (following the 1996 Repurchase Offer) will
be made on or about the end of the first quarter of 1997. Unless and
until the Fund ceases to operate as an "interval" fund subject to Rule
23c-3, the Fund will be obligated in 1997 and annually thereafter to make
Annual Repurchase Offers in accordance with the Fund's fundamental policy
and the conditions described in the Original Proxy Statement. The Board
currently expects that in light of the substantially increased amount of
the 1996 Repurchase Offer, the Fund's Annual Repurchase Offers in 1997 and
1998 will each be for 5% of the Fund's then outstanding shares. However,
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the Board will establish the actual percentage of outstanding shares that
the Fund would offer to repurchase in the 1997 and 1998 Annual Repurchase
Offers (as well as each Annual Repurchase Offer thereafter) shortly before
the commencement of each such offer. In making a determination as to the
percentage of outstanding shares that the Fund will offer to repurchase in
the 1997 and 1998 Annual Repurchase Offers (and in each Annual Repurchase
Offer thereafter), the Board will take into account such factors as may be
relevant to consider in light of then existing conditions. Pursuant to
Rule 23c-3 under the 1940 Act, however, the percentage of outstanding
shares that the Board may offer to repurchase in an Annual Repurchase
Offer may in no event be less than 5% nor more than 25% of the Fund's then
outstanding shares. If the 1996 Repurchase Offer is effected, the Fund
will be precluded from making any Rule 23c-3 Discretionary Repurchase
Offers for two years thereafter.
The Board considered whether the 1996 Repurchase Offer, if
implemented, would have adverse consequences for the Fund and its
shareholders. Such adverse consequences are similar in kind, if not in
degree, to Annual Repurchase Offers and include the following:
Effect on Net Asset Value and Consideration Received by
Tendering Shareholders: The Fund will likely be required to sell more
portfolio securities to obtain cash to purchase shares pursuant to the
1996 Repurchase Offer than it would be required to sell pursuant to an
Annual Repurchase Offer. This will cause increased brokerage and related
transaction expenses and the Fund may receive proceeds from the sale of
those securities less than their valuations by the Fund. Accordingly, the
Fund's net asset value per share may decline more than it otherwise might
with respect to an Annual Repurchase Offer, reducing the amount of
consideration received by tendering shareholders and the value per share
for non-tendering shareholders.
Recognition of Capital Gains: As noted, the Fund will
likely be required to sell more portfolio securities pursuant to the 1996
Repurchase Offer than pursuant to an Annual Repurchase Offer. If the
Fund's tax basis for the securities sold is less than the sale proceeds,
the Fund will recognize a capital gain. The Fund would expect to
distribute any gains to shareholders of record following the end of the
Fund's fiscal year on October 31. This recognition and distribution of
gains, if any, would have two negative consequences: first, shareholders
at the time of a declaration of distributions would be required to pay
taxes on a greater amount of capital gain distributions than otherwise
would be the case; and second, to raise cash to make the distributions,
the Fund might need to sell additional portfolio securities, thereby
possibly being forced to realize and recognize additional capital gains.
It is impossible to predict what the amount of unrealized gains or losses
would be in the Fund's portfolio at the time of the 1996 Repurchase Offer.
As of December 31, 1995, there was net appreciation of over $26 million in
the Fund's portfolio as a whole, and there was approximately $13 million
in tax loss carryforwards which could offset some or all of any gains
actually realized.
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Higher Expense Ratio and Less Investment Flexibility:
The 1996 Repurchase Offer may result in the Fund purchasing a greater
percentage of its outstanding shares than it otherwise would purchase
pursuant to an Annual Repurchase Offer, with the result that the net
assets of the Fund would be reduced more significantly than they otherwise
might be. Such an increased reduction would result in a higher expense
ratio and possibly less investment flexibility for the Fund after
consummation of the offer than would otherwise be the case in the event of
an Annual Repurchase Offer.
Greater Percentage of Illiquid and Restricted Securities
in Portfolio: Currently, illiquid and restricted portfolio securities
comprise approximately 13% of the Fund's total assets, with restricted and
illiquid securities of Eastern European issuers comprising 4% of the
Fund's total assets. To meet the cash requirements for the 1996
Repurchase Offer, the Fund will be liquidating a substantial portion of
its liquid portfolio securities, up to [ ]% of its total portfolio value.
As a result, illiquid and restricted securities are likely to comprise a
greater percentage of the Fund's portfolio after the 1996 Repurchase Offer
than might otherwise have been the case in an Annual Repurchase Offer.
Indeed, for example, if 55% of the Fund's outstanding securities are
tendered pursuant to a 1996 Repurchase Offer, the percentage of the Fund's
total assets represented by illiquid and restricted securities after the
conclusion of the 1996 Repurchase Offer could be as high as 27%.
Finally, the Board also considered that there will be
consequences from the 1996 Repurchase Offer that would not be equivalent
to those that could be expected if the Fund were to convert to open-end
status. These include:
Possible Proration: If the Fund were to convert to open-
end status, any or all of a shareholder's outstanding shares of the Fund
would be redeemable at their net asset value (less a small redemption fee
that the Board expects would be imposed on redemption occurring within the
first six months of the Fund's change in status). The Board expects that
the 1996 Repurchase Offer should also be sufficient to ensure that all
shareholders who wish to liquidate all or a portion of their Fund shares
at approximately net asset value will be in a position to do so. However,
it is possible that the 1996 Repurchase Offer could be oversubscribed. If
more than 55% of the outstanding shares of the Fund are tendered in
response to the 1996 Repurchase Offer, the Fund would be required to
repurchase shares tendered on a pro rata basis, subject to the conditions
and provisos set forth in the Original Proxy Statement. In the event of
such an oversubscription of the 1996 Repurchase Offer, shareholders may be
unable to liquidate, through the 1996 Repurchase Offer, a portion of their
shares they tendered.
One-Time Repurchase Date: If the Fund were to convert to
open-end status, a shareholder's shares of the Fund would be redeemable on
a daily basis, commencing with the date the Fund started operations as an
"open-end" investment company. Under the 1996 Repurchase Offer, only
those shares tendered as of a date certain would be repurchased by the
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Fund. It is not expected that any further repurchases by the Fund of its
outstanding shares (other than possible open market repurchases) would be
made by the Fund until the Annual Repurchase Offer to be held in 1997.
Moreover, whereas redemption requests for an open-end fund are based on
net asset value next computed after their receipt in good order by the
investment company, under the 1996 Repurchase Offer, shares tendered will
be repurchased based on their net asset value as computed on the
"Repurchase Pricing Date," which could be up to fourteen days after the
date by which repurchase requests would have to be received by the Fund.
DESCRIPTION OF THE LITIGATION
Introduction. Subsequent to the mailing of the initial proxy materials
and prior to the December 13, 1995 shareholders' meeting (the "December 13
Meeting"), two shareholders of the Fund filed separate actions against the
Fund, G.T. Capital Management, Inc. ("G.T. Capital") and the Fund's
Trustees in the United States District Court for the Northern District of
California. The first action was filed as a purported class action on
November 9, 1995, and is captioned ANTHONY SPILLANE V. G.T. GREATER EUROPE
FUND, G.T. CAPITAL MANAGEMENT, INC., DAVID A. MINELLA, C. DEREK ANDERSON,
FRANK S. BAYLEY, ARTHUR C. PATTERSON AND RUTH H. QUIGLEY, No. C-95-04012
(DLJ) (the "Spillane Action"). The original complaint in the Spillane
Action alleged that the Fund, G.T. Capital and the Fund's Trustees all
violated Section 14(a) of the Securities Exchange Act of 1934 ("1934
Act"); that G.T. Capital and the Trustees violated Section 36(a) of the
Investment Company Act of 1940 ("1940 Act"); that G.T. Capital and the
Trustees violated Section 17203 of the California Business and Professions
Code, breached their fiduciary duties and engaged in constructive fraud in
violation of state common law; and that the Trustees violated Section
48(a) of the 1940 Act. As subsequently amended on November 30, 1995, the
Spillane Action alleges further violations of the 1940 Act, state law, and
the 1934 Act in connection with the proxy solicitation. Plaintiff in the
Spillane Action sought to enjoin the shareholder vote to convert the Fund
to an "interval" fund and to prevent such conversion, to enjoin any change
in the investment objectives of the Fund, and damages and restitution in
an unspecified amount.
The second action was filed on November 20, 1995, and is
captioned MAYNARD LICHTERMAN, AS TRUSTEE OF THE MAYNARD AND JUDY
LICHTERMAN TRUST, DERIVATIVELY ON BEHALF OF G.T. GREATER EUROPE FUND V.
G.T. CAPITAL MANAGEMENT, INC., DAVID A. MINELLA, C. DEREK ANDERSON, FRANK
S. BAYLEY, ARTHUR C. PATTERSON AND RUTH H. QUIGLEY AND G.T. GREATER EUROPE
FUND, No. C-95-4159 (DLJ) (the "Lichterman Action"). The complaint in the
Lichterman Action alleges that G.T. Capital and the Trustees violated
Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder,
breached their fiduciary duties under state law and breached the Fund's
Declaration of Trust; that G.T. Capital violated Section 36(b) of the 1940
Act; and that the Trustees violated Section 48(a) of the 1940 Act.
According to the complaint, these claims are asserted derivatively on
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behalf of the Fund, which is named as a "nominal defendant," and the
complaint seeks, among other things, to enjoin the December 13 Meeting.
The principal allegation advanced in both actions is that G.T.
Capital and the Trustees engaged in an unlawful scheme whereby they sold
shares of the Fund to the public in 1990 on the basis of representations
that the Fund's shareholders would eventually have the opportunity to vote
to open-end the Fund, but in 1995 allegedly sought to prevent the Fund
from becoming an open-end fund through the use of the initial proxy
materials that included an "interval" fund proposal and that otherwise
allegedly contained materially false representations and omissions of
material information regarding both proposals, so that G.T. Capital and
the Trustees could continue to obtain management and other fees from the
Fund.
In late November 1995, both plaintiffs filed motions to obtain
preliminary injunctions that collectively would have enjoined the holding
of the December 13 Meeting and the solicitation of proxies in connection
therewith, invalidated all proxies solicited or obtained pursuant to the
original proxy materials, and ordered revised proxy materials to be
submitted to the Fund's shareholders. The Fund, G.T. Capital and the
Trustees opposed both motions on the grounds that the plaintiffs could not
meet, and had not met, the requirements for obtaining a preliminary
injunction because (1) neither the plaintiffs nor any of the Fund's
shareholders would be irreparably harmed if the December 13 Meeting were
held and the vote completed; (2) the plaintiffs had not and could not
demonstrate a probability of success on the merits of their claims; and
(3) the Fund, G.T. Capital and the Trustees would voluntarily refrain from
taking any action that would prejudice plaintiffs' positions for 60 days
following completion of the shareholders' vote in order to permit
plaintiffs the opportunity to adjudicate fully their claims on the merits.
Current Status of the Litigation. The Court heard oral argument on the
motions for preliminary injunction and, on December 8, 1995, issued an
order in which the Court concluded that "[b]ecause both the risk of
irreparable harm and plaintiffs' probability of success on their claims
are minimal, plaintiffs' motions for preliminary injunctions are DENIED."
The Court found no evidence that the fees received by the
independent Trustees would be affected in any way by the adoption of
either proposal, and thus found no conflict of interest with respect to
these fees. The Court also found that the Fund was required to seek
shareholder approval for the "interval" repurchase provisions, that the
initial proxy materials were correct in stating that the two Proposals
were "fundamentally incompatible" since the Fund would be a closed-end
fund under Proposal No. 1 and would be an open-end fund under Proposal No.
2, and that the Trustees' recommendation of Proposal No. 1 over Proposal
No. 2 was consistent with their duties under applicable state law and the
Fund's Agreement and Declaration of Trust.
The Court concluded that plaintiffs' assumptions that the open-
end proposal would be adopted and that large numbers of shareholders would
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redeem their shares and thereby lower fees to G.T. Capital were "somewhat
speculative" but "not so far-fetched as to completely rule out the
possibility that the potential decline in fees may have affected the
opinions presented by G.T. Capital in the proxy materials." The Court
opined that nondisclosure of the potential effect on fees, although it did
not present a "strong case," might provide a basis for a preliminary
injunction if "combined with a high risk of irreparable harm." The Court
found no such risk.
G.T. Capital's advisory fee (which is 1.25% of the average net
assets of the Fund on an annual basis) and the dollar amount that G.T.
Capital receives annually in advisory fees (i.e., approximately $3 million
for fiscal 1995) have been fully disclosed to shareholders in the Fund's
initial Prospectus and in its annual financial statements that are sent to
shareholders. In the Board's view, while the dollar amount of advisory
fees to G.T. Capital would likely decrease over the short term following
conversion to open-end status, whether the dollar amount of such fees
would decrease over the longer term is speculative since the total amount
of fees would depend on the amount of the Fund's net assets, which could
increase or decrease depending on whether there were net sales or net
redemptions after conversion of the Fund to open-end status. Moreover, if
the Restructuring Proposal is adopted with an initial tender for 55% of
the Fund's outstanding shares, the dollar amount of advisory fees paid to
G.T. Capital could be even lower over the short term than if the Open-
ending Proposal were adopted, although the opposite could also be true.
The relative longer term effects of the Proposals on the advisory fees
paid to G.T. Capital are wholly speculative since, among other things,
required annual repurchases of shares under the Restructuring Proposal
could decrease the net assets of the Fund by at least 5%, though not in
excess of 25%, annually.
The Court found that the initial proxy materials contained a
detailed analysis of both proposals, including a number of advantages of
open-end funds. The Court further found that although, overall, the
initial proxy materials presented a more favorable view of the
Restructuring Proposal than the Open-Ending Proposal, "[t]he presentation
of a more favorable opinion on one proposal does not, in and of itself,
provide a basis of liability, however." The Court also found that the
"[p]laintiffs provide nothing more than conjecture and speculation" to
support their allegations that the Trustees' and G.T. Capital's opinions
were not based on defendants' true beliefs.
The Court has not yet set a schedule for the resolution on the
merits of the claims asserted in the Spillane and Lichterman Actions. The
parties are currently engaged in discussions regarding a discovery
schedule. Unless the litigation is resolved by the time of the vote,
implementation of Proposal No. 1, if it is the choice of shareholders,
would be delayed for 60 days and could be delayed further if the Court so
orders. Management would expect to oppose any such delay and expects to
take all appropriate actions to implement the decision of the Fund's
shareholders as soon as practical thereafter.
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The Fund, G.T. Capital and the Trustees believe that the claims
made in the Spillane and Lichterman Actions are without merit and are not
supported either by the applicable law or any facts of which they are
aware. The Fund, G.T. Capital and the Trustees further intend to defend
such claims vigorously, and believe that if the plaintiffs' claims are
ever adjudicated on the merits, the Fund, G.T. Capital and the Trustees
will prevail.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED.
A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Trustees,
HELGE KRIST LEE
Secretary
January ___, 1996
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