<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
G.T. GLOBAL EASTERN EUROPE FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
G.T. GLOBAL EASTERN EUROPE FUND
50 California Street
27th Floor
San Francisco, CA 94111
DEAR SHAREHOLDER:
Attached is the Notice and Proxy Statement for the Annual Meeting of
Shareholders of G.T. Global Eastern Europe Fund (formerly, G.T. Greater Europe
Fund) (the "Fund") to be held on August 14, 1996. There are two matters on which
you, the Shareholder, are being asked to vote:
(i) the election of one Class 3 Trustee for the Fund; and
(ii) the ratification of the selection of independent accountants.
The Fund's Board of Trustees unanimously recommends that you vote to approve
each of the proposals as set forth in the enclosed Proxy Statement.
To help the Fund avoid the substantial costs of further proxy solicitations,
please complete the proxy card and return it as soon as possible in the enclosed
postage-paid envelope, even if you plan to attend the meeting in person.
Thank you in advance for your participation and prompt attention.
Sincerely yours,
/s/ DAVID A. MINELLA
DAVID A. MINELLA
CHAIRMAN OF THE BOARD
AND PRESIDENT
JULY 12, 1996
<PAGE>
G.T. GLOBAL EASTERN EUROPE FUND
50 CALIFORNIA STREET
27TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
AUGUST 14, 1996
TO THE SHAREHOLDERS OF G.T. GLOBAL EASTERN EUROPE FUND:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of G.T. Global Eastern Europe Fund (formerly, G.T. Greater Europe
Fund) (the "Fund") will be held at 50 California Street, 27th Floor, San
Francisco, California, on August 14, 1996, at 2:00 p.m., Pacific time, for the
following purposes:
(1) To elect one Class 3 Trustee to serve until 1999;
(2) To ratify the selection of Coopers & Lybrand L.L.P., independent
accountants, as auditors for the Fund for its fiscal year ending October
31, 1996; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Shareholders of record at the close of business on July 2, 1996, are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. We sincerely hope you can attend the Meeting.
However, whether or not you will attend, we urge you to PROMPTLY COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD, so that a quorum will be present and a
maximum number of shares may be voted.
BY ORDER OF THE BOARD OF TRUSTEES,
/s/ HELGE KRIST LEE
HELGE KRIST LEE
SECRETARY
SAN FRANCISCO, CALIFORNIA
JULY 12, 1996
YOUR VOTE IS VERY IMPORTANT. BY PROMPTLY COMPLETING, SIGNING AND RETURNING THE
ENCLOSED PROXY CARD YOU WILL HELP YOUR FUND AVOID THE SUBSTANTIAL ADDITIONAL
EXPENSES OF MAKING FURTHER SOLICITATIONS.
<PAGE>
PROXY STATEMENT
G.T. GLOBAL EASTERN EUROPE FUND
50 CALIFORNIA STREET
27TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-6181
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
AUGUST 14, 1996
------------------------
This Proxy Statement is being furnished to shareholders in connection with
the solicitation of proxies by the Board of Trustees of G.T. Global Eastern
Europe Fund (formerly, G.T. Greater Europe Fund) (the "Fund"). These proxies are
to be used at the Annual Meeting of Shareholders and at any adjournment thereof
(the "Meeting") to be held at the offices of the Fund, 50 California Street,
27th Floor, San Francisco, California 94111, August 14, 1996, at 2:00 p.m.
Pacific time. Each shareholder will be entitled to one non-cumulative vote for
each share owned on all matters to come before the Meeting. Each fractional
share shall be entitled to a proportionate fractional vote. Only shareholders of
record at the close of business on July 2, 1996, ("Shareholders"), are entitled
to notice of and to vote at the Meeting. Copies of this Proxy Statement and the
accompanying materials will first be mailed to Shareholders on or about July 16,
1996.
If the accompanying proxy card is properly executed and returned by a
Shareholder in time to be voted at the Meeting, the shares covered thereby will
be voted in accordance with the instructions marked thereon by the Shareholder.
Executed proxies that are unmarked will be voted in favor of the nominee for
trustee; in accordance with the recommendation of the Board of Trustees as to
Proposal 2; and, at the discretion of the Proxyholders, on any other matter that
may properly have come before the Meeting or any adjournments thereof. 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 Meeting. In addition, a
Shareholder may revoke a proxy by attending the Meeting and voting in person.
The solicitation of proxies will be made primarily by mail but also may be made
by telephone, telegraph, telecopy and personal interviews. Authorization to
execute proxies may be obtained by telephonic or electronically transmitted
instructions.
The presence in person or by proxy of shareholders entitled to cast a
majority of all the votes entitled to be cast at the Meeting shall constitute a
quorum at the Meeting. If a quorum is not present at the Meeting or a quorum is
present but sufficient votes to approve any of the proposals described in the
Proxy Statement are not received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies.
Any such 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 one or more of the proposals in this Proxy Statement prior to any
such adjournment if sufficient votes have been received and it is otherwise
appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted as shares present
for purposes of determining whether a quorum is present, but will not be voted
for or against any adjournment or proposal or for or against any adjournment to
permit further solicitation of proxies. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment or against any proposal
where the required vote is a percentage of the shares present or outstanding.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
<PAGE>
As of July 2, 1996, the record date, there were 7,220,405 shares of
beneficial interest in the Fund. To the knowledge of the Fund's management, as
of the record date, (1) no single Shareholder or "group" (as that term is used
in Section 13(d) of the Securities Exchange Act of 1934) beneficially owned 5%
or more of the outstanding voting securities of the Fund, (2) no Trustee of the
Fund owned 1% or more of the Fund's outstanding shares, and (3) the officers and
Trustees of the Fund owned, as a group, less than 1% of the Fund's outstanding
shares.
PROPOSAL NO. 1: ELECTION OF TRUSTEES
The Fund's Trustees, all of whom are listed below, are divided into three
classes. Upon expiration of the initial term of office of each Trustee, a
Trustee elected to succeed the Trustee whose term of office expires shall be
elected for a term expiring on the date of the third annual meeting of
shareholders or special meeting in lieu thereof following his or her election.
The term of the Class 3 Trustee expires in 1996. The terms of Class 1 and 2
Trustees will expire in 1997 and 1998, respectively. It is proposed that the
Class 3 Trustee be elected at the Meeting to serve for a term expiring in 1999.
The classification of the Fund's Trustees helps to promote the continuity
and stability of the Fund's management and policies because the majority of the
Trustees at any given time will have prior experience as Trustees of the Fund.
At least two shareholders meetings, instead of one, are required to effect a
change in a majority of the Trustees, except in the event of vacancies resulting
from removal for cause or other reasons, in which case the remaining Trustees
may fill the vacancies so created. Accordingly, at the Meeting, one Trustee will
be elected to serve until the Fund's 1999 Annual Meeting of Shareholders.
It is the intention of each proxy named on the accompanying proxy card to
vote FOR the election of the nominee listed below unless the Shareholder
specifically indicates in his or her proxy card the desire to withhold authority
to vote for such nominee. A plurality of the votes cast at the Meeting in person
or by proxy is required to elect such nominee. Shareholders of the Fund do not
have cumulative voting rights with respect to the election of the Trustees. The
Board of Trustees does not contemplate that the nominee, who has consented to
being nominated, will be unable to serve as Trustee for any reason, but if that
should occur prior to the meeting, the proxies will be voted for such other
nominee as the Board of Trustees may recommend.
The Trustees, including the nominee, Mr. Minella, have served as Trustees
since the Fund's commencement of operations in March 1990. Mr. Minella is an
"interested person" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), by virtue of his employment by LGT Asset
Management, Inc. ("LGT Asset Management").
2
<PAGE>
INFORMATION REGARDING NOMINEE FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
DIRECTLY OR
NAME, AGE, BUSINESS EXPERIENCE DURING THE INDIRECTLY ON JULY 2,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION(S) WITH THE FUND 1996
- ---------------------------------------------------------------------- ------------------------- ---------------------
<S> <C> <C>
CLASS 3 -- TERM EXPIRES 1999
David A. Minella, Age 43 Chairman of the Board, 13,032
Director of Liechtenstein Global Trust (holding company of the various Trustee and President
international LGT companies) since 1990; President of the Asset
Management Division, Liechtenstein Global Trust since 1995; Director
and President of LGT Asset Management Holdings, Inc. ("LGT Asset
Management Holdings") since 1988; Director and President of LGT Asset
Management since 1989; Director of GT Global, Inc. ("GT Global") since
1987 and President of GT Global from 1987 to 1995; Director of GT
Global Investor Services, Inc. ("GT Services") since 1990; President
of GT Services from 1990 to 1995; a Director of G.T. Global Insurance
Agency, Inc. ("G.T. Insurance") since 1992; and President of G.T.
Insurance from 1992 to 1995. Mr. Minella also is a director or trustee
of each of the other investment companies registered under the 1940
Act that is managed or administered by LGT Asset Management.
</TABLE>
INFORMATION REGARDING TRUSTEES WHOSE CURRENT TERMS CONTINUE
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
DIRECTLY OR
NAME, AGE, BUSINESS EXPERIENCE DURING THE INDIRECTLY ON JULY 2,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION(S) WITH THE FUND 1996
- ---------------------------------------------------------------------- ------------------------- ---------------------
<S> <C> <C>
CLASS 1 -- TERM EXPIRES 1997
C. Derek Anderson, Age 54 Trustee --
Chairman of Anderson Capital Management, Inc.; Chairman, Plantagenet
Holdings, Ltd. from 1991 to present; a Director of Munsingwear, Inc.;
Director of American Heritage Group, Inc.; and various other
companies. Mr. Anderson also is a director or trustee of each of the
other investment companies registered under the 1940 Act that is
managed or administered by LGT Asset Management.
Frank S. Bayley, Age 56 Trustee 100
Mr. Bayley is a partner of the law firm of Baker & McKenzie, and
serves as a Director and Chairman of C.D. Stimson Company (a private
investment company). Mr. Bayley also is a director or trustee of each
of the other investment companies registered under the 1940 Act that
is managed or administered by LGT Asset Management.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED
DIRECTLY OR
NAME, AGE, BUSINESS EXPERIENCE DURING THE INDIRECTLY ON JULY 2,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION(S) WITH THE FUND 1996
- ---------------------------------------------------------------------- ------------------------- ---------------------
CLASS 2 -- TERM EXPIRES 1998
<S> <C> <C>
Arthur C. Patterson, Age 51 Trustee --
Managing Partner of Accel Partners, a venture capital firm. He also
serves as a director of various computing and software companies. Mr.
Patterson also is a director or trustee of each of the other
investment companies registered under the 1940 Act that is managed or
administered by LGT Asset Management.
Ruth H. Quigley, Age 60 Trustee 200
Ms. Quigley is a private investor. From 1984 to 1986, she was
President of Quigley Friedlander & Co., Inc., a financial advisory
services firm. Ms. Quigley also is a director or trustee of each of
the other investment companies registered under the 1940 Act that is
managed or administered by LGT Asset Management.
</TABLE>
The above information provides the business experience of each Trustee
during at least the past five years. Corresponding information with respect to
the Executive Officers of the Fund is provided below. See "Other Information --
Executive Officers of the Fund."
On July 2, 1996, the Trustees and Officers of the Fund as a group owned
beneficially 13,032 shares of the Fund, representing less than 1% of the
outstanding shares of the Fund. Of these shares, 5,000 shares were individually
owned by Mr. Minella and 7,732 shares were owned by LGT Asset Management, which
Mr. Minella is presumed to control.
There were nine meetings of the Board of Trustees held during the fiscal
year ended October 31, 1995, and each Trustee attended at least 75% of those
meetings, except Mr. Patterson who attended six such meetings. The Board of
Trustees has an Audit Committee comprised of Miss Quigley and Messrs. Anderson,
Bayley and Patterson. The purpose of the Audit Committee is to oversee the
annual audit of the Fund and review the performance of the Fund's independent
public accountants. During the Fund's fiscal year ended October 31, 1995, the
Audit Committee met one time.
Each Trustee serves in total as a director or trustee, respectively, of nine
registered investment companies with 40 series managed or administered by LGT
Asset Management. The Fund pays each Trustee who is not a director, officer or
employee of G.T. Capital or any affiliated company an annual fee of $5,000, plus
$300 for each meeting of the Board or any committee of the Board attended by
such Trustee, and reimburses travel and other out-of-pocket expenses incurred in
connection with attendance at such meetings. For the Fund's fiscal year ended
October 31, 1995, the Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Fund, in the aggregate have received fees and expense
reimbursements totalling $30,294. Mr. Minella received no compensation from the
Fund.
4
<PAGE>
The table below includes certain information relating to the compensation of
the Fund's Trustees for the fiscal year ended October 31, 1995.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS PART ESTIMATED ANNUAL FROM THE FUND
COMPENSATION OF THE FUND'S BENEFITS UPON AND THE FUND
NAME OF PERSON, POSITION FROM THE FUND EXPENSES RETIREMENT COMPLEX
- --------------------------------------------- -------------- --------------- ----------------- --------------
<S> <C> <C> <C> <C>
C. Derek Anderson ........................... $ 7,627 N/A N/A $ 92,177
Trustee
Frank S. Bayley ............................. $ 7,529 N/A N/A $ 87,869
Trustee
David A. Minella ............................ N/A N/A N/A N/A
Trustee and President
Arthur C. Patterson ......................... $ 7,629 N/A N/A $ 92,261
Trustee
Ruth H. Quigley ............................. $ 7,509 N/A N/A $ 86,958
Trustee
</TABLE>
RECOMMENDATION AND REQUIRED VOTE
A plurality of all the votes cast at the Meeting is required for the
election of the Class 3 Trustee.
THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU VOTE "FOR" THE TRUSTEE LISTED IN PROPOSAL NO. 1
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting called for the purpose of such selection, the firm of Coopers &
Lybrand L.L.P. was unanimously selected by the Board of Trustees of the Fund,
including the Trustees who are not "interested persons" of the Fund, as the
independent accountants to audit the books and the accounts of the Fund for the
current fiscal year ending October 31, 1996, and to include its opinion in
financial statements filed with the Securities and Exchange Commission ("SEC").
The Board of Trustees has directed the submission of this selection to the
shareholders for ratification. In addition, as required by the 1940 Act, the
vote of the Board of Trustees is subject to the right of the Fund, by the vote
of a majority of its outstanding voting securities, to terminate such engagement
without penalty at any meeting called for the purpose of voting thereon. Coopers
& Lybrand L.L.P. has advised the Board of Trustees that it has no financial
interst in the Fund. During the Fund's fiscal year ended October 31, 1995, the
professional services rendered by Coopers & Lybrand L.L.P. included the issuance
of an opinion on the financial statements of the Fund and an opinion on other
reports of the Fund filed with the SEC. Representatives of Coopers & Lybrand
L.L.P. are not expected to be present at the Meeting, but have been given the
opportunity to make a statement if they so desire and will be available should
any matter arise requiring their presence.
RECOMMENDATION AND REQUIRED VOTE
In order to ratify the selection of auditors, the affirmative vote of the
holders of a majority of the Fund's shares voting at the Meeting is required.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU VOTE TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P.
5
<PAGE>
OTHER INFORMATION
INFORMATION REGARDING LGT ASSET MANAGEMENT
LGT Asset Management 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 LGT Asset Management are located at 50 California Street, 27th Floor, San
Francisco, California 94111.
LGT Asset Management and its worldwide affiliates, including LGT Bank in
Liechtenstein, formerly Bank in Liechtenstein, comprise Liechtenstein Global
Trust. 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 the 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 June 1, 1996, LGT Asset Management and its worldwide asset management
affiliates managed or administered approximately $27 billion, of which
approximately $17 billion consist of GT Global retail funds worldwide. In the
U.S., as of June 1, 1996, LGT Asset Management managed or administered
approximately $10.3 in GT Global Mutual Funds. As of June 1, 1996, assets under
advice by LGT Bank in Liechtenstein exceeded $20 billion. As of June 1, 1996,
assets entrusted to Liechtenstein Global Trust totaled approximately $47
billion.
In addition to the resources of its San Francisco office, LGT Asset
Management uses the expertise, personnel, data and systems of other offices of
Liechtenstein Global Trust, including investment offices in London, Hong Kong,
Tokyo, Singapore, Sydney and Frankfurt.
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund are listed below. The business address of
each officer is 50 California Street, 27th Floor, San Francisco, California
94111.
David A. Minella, age 43, is President of the Fund. Mr. Minella is a
Director and President of LGT Asset Management. Additional information about Mr.
Minella is provided above.
Helge K. Lee, age 50, is Vice President and Secretary of the Fund. Mr. Lee
has been Senior Vice President, General Counsel and Secretary of LGT Asset
Management Holdings, LGT Asset Management, GT Global, GT Services and G.T.
Insurance since February, 1996. He served as Senior Vice President, General
Counsel and Secretary of LGT Asset Management Holdings, LGT Asset Management, GT
Global, GT Services & G.T. Insurance from May, 1994 to February, 1996. Mr. Lee
was the Senior Vice President, General Counsel and Secretary of
Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
from October, 1991 through May, 1994. For more than five years prior to October
1991, he was a shareholder in the law firm of Godfrey & Kahn, S.C., Milwaukee,
Wisconsin.
F. Christian Wignall, age 39, is Vice President of the Fund. Mr. Wignall has
been a Director of LGT Asset Management Holdings since 1989, Senior Vice
President, Chief Investment Officer -- Global Equities and a Director of LGT
Asset Management since 1987, and Chairman of the Investment Policy Committee of
the affiliated international G.T. companies since 1990.
James R. Tufts, age 38, is Vice President, Treasurer and Chief Financial
Officer of the Fund. Mr. Tufts has been President of GT Services since 1995.
From 1994 to 1995, he was Senior Vice President -- Finance and Administration of
GT Global, GT Services and G.T. Insurance. Senior Vice President -- Finance and
Administration of LGT Asset Management Holdings and LGT Asset Management since
1994. From 1990 to 1994, Mr. Tufts was Vice President -- Finance of LGT Asset
Management, GT Global and GT Services. Mr. Tufts was Vice President -- Finance
of G.T. Insurance from 1992 to 1994. He has served as a Director of LGT Asset
Management, GT Global and GT Services since 1991.
6
<PAGE>
Kenneth R. Chancey, age 50, is Vice President and Chief Accounting Officer
of the Fund. Mr. Chancey has been Vice President -- Mutual Fund Accounting at
LGT Asset Management since 1992. Mr. Chancey was Vice President of Putnam
Fiduciary Trust Company from 1989 to 1992.
Peter R. Guarino, age 38, is Assistant Secretary of the Fund. Mr. Guarino
has been Secretary of LGT Asset Management Holdings, LGT Asset Management, GT
Global, GT Services and G.T. Insurance since February, 1996. Mr. Guarino has
been Assistant General Counsel of LGT Asset Management, GT Global and GT
Services since 1991, and Assistant General Counsel of G.T. Insurance since 1992.
From 1989 to 1991, Mr. Guarino was an attorney at The Dreyfus Corporation.
David J. Thelander, age 40, is Assistant Secretary of the Fund. Mr.
Thelander has been Vice President of LGT Asset Management Holdings, LGT Asset
Management, GT Global, GT Services and G.T. Insurance since February, 1996. Mr.
Thelander has been an Assistant General Counsel of LGT Asset Management since
January 1995. Mr. Thelander was an associate at the law firm of Kirkpatrick &
Lockhart LLP from 1993 to 1994. Prior thereto, he was an attorney with the U.S.
Securities and Exchange Commission.
DESCRIPTION OF OUTSTANDING LITIGATION
SUMMARY
Last November, two shareholders of the Fund filed actions against the Fund,
G.T. Capital Management, Inc. (now named LGT Asset Management, Inc.)("G.T.
Capital") and the Fund's Trustees in United States District Court. At a
preliminary hearing on December 8, 1995, the Court considered certain of the
plaintiffs' allegations and concluded that "both the risk of irreparable harm
and plaintiffs' probability of success on their claims are minimal" and,
accordingly, denied plaintiffs' motions for preliminary injunctions. As
described below, the Fund, G.T. Capital and the Trustees have now reached an
agreement in principle providing for the dismissal of all actions and claims
associated with the litigation.
BACKGROUND
The litigation was filed as two separate actions against the Fund, G.T.
Capital and the Fund's Trustees in the United States District Court for the
Northern District of California regarding the proposals for consideration at the
December 13, 1995 Special Meeting of Shareholders ("Meeting"). The principal
allegation advanced in both actions was 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 proxy materials proposing conversion of the Fund into an "interval" fund
and refocusing the Fund's investment mandate to concentrate on Eastern Europe
(the "Restructuring Proposal"). In addition, the plaintiff in one of the actions
made allegations of mismanagement of and payment of excessive fees by the Fund.
Plaintiffs filed motions to obtain preliminary injunctions that collectively
would have enjoined the holding of the Meeting and the solicitation of proxies
in connection therewith. On December 8, 1995, the Court issued an order
rejecting the preliminary injunctions and finding that "[b]ecause both the risk
of irreparable harm and plaintiffs' probability of success on their claims are
minimal, plaintiffs' motions for preliminary injunction are DENIED."
At the Meeting, which was reconvened on February 9, 1996 after an
adjournment, the Fund's shareholders voted in favor of the Restructuring
Proposal. Because the Trustees believed that a larger percentage of the Fund's
shareholders might be interested in participating in the Fund's initial
repurchase offer, the Fund increased the repurchase offer amount from 25% of the
Fund's outstanding shares to 55% of the outstanding shares. The repurchase
offer, in which the Fund repurchased 55% of its shares at approximately net
asset value, was completed on May 17, 1996. The Fund then completed its
restructuring on May 31, 1996, by converting to "interval" status and by
adopting investment policies that focus on Eastern Europe.
CURRENT STATUS OF THE LITIGATION
The Fund, G.T. Capital and the Trustees have reached an agreement in
principle (the "Settlement Agreement") with the plaintiffs providing for the
dismissal of all actions and claims associated with the litigation. The
Settlement Agreement, which is subject to written execution by the parties and
approval by the Court, would provide for the payment of certain legal expenses
to plaintiffs' counsel but would entail no cost to the Fund. Although the Fund,
G.T. Capital and the Trustees continue to believe that the plaintiffs' claims
are without merit, they also believe that it is in the best interests of the
Fund's shareholders to settle the litigation.
7
<PAGE>
GENERAL INFORMATION
ADMINISTRATOR OF THE FUND
Princeton Administrators, L.P. ("Princeton") administers the Fund's business
and regulatory affairs subject to the supervision of the Board of Trustees.
Princeton is an affiliate of Merrill Lynch, Pierce, Fenner & Smith, Inc. Its
principal address is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
SHAREHOLDER PROPOSALS
Any Shareholder who wishes to submit a proposal for consideration at the
Fund's next annual shareholder meeting should submit such proposal to the Fund
no later than January 10, 1997. Shareholder proposals that are submitted in a
timely manner will not necessarily be included in the Fund's proxy materials.
Inclusion of such proposals are subject to limitation under the federal
securities laws.
SOLICITATION OF PROXIES
The Fund will request broker/dealer firms, custodians, nominees and
fiduciaries to forward proxy material to the beneficial owners of the shares
held of record by such persons. The Fund may reimburse such broker/dealer firms,
custodians, nominees and fiduciaries for their reasonable expenses incurred in
connection with such proxy solicitation. In addition to the solicitation of
Proxies by mail, officers of the Fund and employees of G.T. Capital, without
additional compensation, may solicit Proxies in person or by telephone. The
costs associated with such solicitation and the Meeting will be borne by the
Fund.
The Fund has retained Shareholder Communications Corporation ("SCC"), a
professional proxy solicitation firm, to assist in the solicitation of proxies.
You may receive a telephone call from this firm concerning this proxy
solicitation. The Fund estimates that SCC will be paid fees of approximately
$2,500 in connection with the solicitation, depending upon the nature and extent
of the services provided.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement, but should any other
matter requiring a vote of Shareholders arise, the Proxyholders will vote
thereon according to their best judgment in the interests of the Fund.
REPORTS TO SHAREHOLDERS
THE FUND WILL FURNISH TO SHAREHOLDERS, WITHOUT CHARGE, A COPY OF THE MOST
RECENT ANNUAL REPORT AND A COPY OF THE MOST RECENT SEMI-ANNUAL REPORT FOLLOWING
SUCH ANNUAL REPORT, ON REQUEST. REQUESTS FOR SUCH REPORTS MAY BE MADE BY WRITING
TO THE FUND AT 50 CALIFORNIA STREET, 27TH FLOOR, SAN FRANCISCO, CALIFORNIA
94111, OR BY CALLING (800) 824-1580.
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,
/s/ HELGE KRIST LEE
HELGE KRIST LEE
SECRETARY
JULY 12, 1996
8
<PAGE>
PROXY PROXY
G.T. GLOBAL EASTERN EUROPE FUND
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON AUGUST 14, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND
The undersigned hereby appoints David A. Minella, Helge K. Lee and David J.
Thelander, and each of them separately, as Proxies, each with full power of
substitution, and hereby authorizes them to represent and to vote, as
designated below, at the Annual Meeting of Shareholders of G.T. Global
Eastern Europe Fund ("Fund") on August 14, 1996, at 2:00 p.m., San Francisco
time, and at any adjournment thereof, all of the shares of beneficial
interest of the Fund held of record by the undersigned on July 2, 1996.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEE FOR TRUSTEE AS SET FORTH IN
PROPOSAL 1 AND FOR BOTH PROPOSALS 2 AND 3.
----------------------------------------------------------------
| PLEASE VOTE, SIGN AND DATE THE PROXY CARD ON OTHER SIDE AND |
- ------| RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |-------
| ---------------------------------------------------------------- |
| NOTE: Please sign exactly as name appears hereon. All joint owners |
| should sign. When signing as executor, administrator, attorney, |
| trustee or guardian or as custodian for a minor, please give full |
| title as such. If a corporation, please sign in full corporate name |
| by any authorized officer and indicate the signer's office. If a |
| partnership, sign in the partnership name by an authorized officer. |
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- --------------------------------------
- ------------------------------------- --------------------------------------
- ------------------------------------- --------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C> <C>
/X/ PLEASE MARK VOTES ----
AS IN THIS EXAMPLE |
WITH-
FOR HOLD FOR AGAINST ABSTAIN
1.) ELECTION OF TRUSTEE / / / / 2.) Proposal to ratify the selection of Coopers & / / / / / /
NOMINEE: Lybrand as Independent Public Accountants for
DAVID A. MINELLA the fiscal year ending October 31, 1996.
3.) In their discretion, the Proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournments
thereof.
THE TRUSTEES RECOMMEND THAT YOU VOTE FOR THE
NOMINEE FOR ELECTION AS TRUSTEE AND FOR THE OTHER
PROPOSALS LISTED ABOVE.
YOUR VOTE IS VERY IMPORTANT. Please help your Fund eliminate
the expense of additional mailings by executing and returning this proxy
as soon as possible. A postage-paid business reply envelope is
enclosed for your convenience.
-----------
Please be sure to sign and date this Proxy. |Date | Mark box at right if comments or address change have been / /
- ------------------------------------------------------------ noted on the reverse side of this card.
| |
| |
| |
- -----Shareholder sign here---------Co-owner sign here-------
</TABLE>
