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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3 [17 CFR 270.23C-3]
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1. INVESTMENT COMPANY ACT FILE NUMBER DATE OF NOTIFICATION
811-5978 3/27/98
2. EXACT NAME OF INVESTMENT COMPANY AS SPECIFIED IN REGISTRATION STATEMENT:
G.T. GLOBAL EASTERN EUROPE FUND
3. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE: (NUMBER, STREET, CITY, STATE, ZIP CODE)
50 CALIFORNIA STREET, 27TH FLOOR, SAN FRANCISCO, CA 94111
4. CHECK ONE OF THE FOLLOWING:
A [X] THE NOTIFICATION PERTAINS TO A PERIODIC REPURCHASE OFFER UNDER PARAGRAPH (B) OF
RULE 23C-3
B [ ] THE NOTIFICATION PERTAINS TO A DISCRETIONARY REPURCHASE OFFER UNDER PARAGRAPH (C)
OF RULE 23C-3.
C [ ] THE NOTIFICATION PERTAINS TO A PERIODIC REPURCHASE OFFER UNDER PARAGRAPH (B) OF
RULE 23C-3 AND A DISCRETIONARY REPURCHASE OFFER UNDER PARAGRAPH (C) OF RULE 23C-3.
</TABLE>
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BY: ---------------------------
MICHAEL SILVER
ASSISTANT SECRETARY
</TABLE>
INSTRUCTIONS
1. THIS FORM MUST BE COMPLETED BY REGISTERED CLOSED-END INVESTMENT
COMPANIES OR BUSINESS DEVELOPMENT COMPANIES THAT MAKE REPURCHASE OFFERS PURSUANT
TO RULE 23C-3. THE FORM SHALL BE ATTACHED TO A NOTIFICATION TO SHAREHOLDERS
UNDER PARAGRAPH (B)(4) OF RULE 23C-3.
2. SUBMISSIONS USING THIS FORM SHALL BE FILED IN TRIPLICATE WITH THE
COMMISSION WITHIN THREE BUSINESS DAYS AFTER A NOTIFICATION IS SENT TO
SHAREHOLDERS. ONE COPY SHALL BE MANUALLY SIGNED; THE OTHER COPIES MAY HAVE
FACSIMILE OR TYPED SIGNATURES.
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G.T. GLOBAL EASTERN EUROPE FUND
50 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94111
DEAR SHAREHOLDER:
AS YOU MAY KNOW, IN 1996 G.T. GLOBAL EASTERN EUROPE FUND, IN AN EFFORT TO
ENHANCE PERFORMANCE AND SHAREHOLDER VALUE AND INCREASE LIQUIDITY, OBTAINED
SHAREHOLDER APPROVAL TO RESTRUCTURE THE FUND TO FOCUS ON INVESTMENTS IN EASTERN
EUROPE AND TO CONVERT THE FUND TO AN "INTERVAL" STRUCTURE REQUIRING ANNUAL
REPURCHASE OFFERS FOR A PERCENTAGE OF THE FUND'S OUTSTANDING SHARES.
IN ACCORDANCE WITH ITS "INTERVAL" STATUS, THE FUND IS HEREBY COMMENCING THIS
YEAR'S OFFER, UNDER WHICH THE FUND IS OFFERING TO REPURCHASE UP TO 5% OF THE
FUND'S OUTSTANDING SHARES. THE OFFER TO REPURCHASE IS FOR CASH AT A PRICE EQUAL
TO THE FUND'S NET ASSET VALUE AS OF THE CLOSE OF REGULAR TRADING ON THE NEW YORK
STOCK EXCHANGE ON MAY 1, 1998, UPON THE TERMS AND CONDITIONS SET FORTH IN THE
OFFER TO REPURCHASE AND THE RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER
CONSTITUTE THE "REPURCHASE OFFER").
THE REPURCHASE OFFER IS INTENDED TO PROVIDE THOSE FUND SHAREHOLDERS WHO WISH
TO REDEEM SHARES BASED ON THEIR NET ASSET VALUE WITH THE OPPORTUNITY TO REDEEM
AT LEAST A PORTION OF SUCH SHARES. AS YOU RECALL, IN 1996 THE FUND CONDUCTED A
SPECIAL "DISCRETIONARY" REPURCHASE OFFER FOR 55% OF THE FUND'S SHARES. IN LIGHT
OF THE SUBSTANTIAL SIZE OF THE REPURCHASE OFFER IN 1996 AND THE 5% REPURCHASE
OFFER LAST YEAR, THE FUND'S BOARD OF TRUSTEES (THE "BOARD") BELIEVES THAT IT IS
IN THE BEST INTERESTS OF THE FUND AND ITS SHAREHOLDERS TO ESTABLISH THIS YEAR'S
REPURCHASE OFFER AMOUNT AT 5% OF THE FUND'S OUTSTANDING SHARES. PLEASE NOTE THAT
IF GREATER THAN 5% OF THE FUND'S SHARES ARE TENDERED PURSUANT TO THE REPURCHASE
OFFER, THE FUND WILL BE REQUIRED TO REPURCHASE SHARES TENDERED ON A PRO RATA
BASIS, SUBJECT TO CERTAIN EXCEPTIONS DESCRIBED IN THE ENCLOSED MATERIALS.
ACCORDINGLY, SHAREHOLDERS CANNOT BE ASSURED THAT ALL OF THEIR TENDERED SHARES
WILL BE REPURCHASED.
THE DEADLINE FOR PARTICIPATING IN THE REPURCHASE OFFER IS APRIL 17, 1998.
THE NET ASSET VALUE OF THE SHARES MAY FLUCTUATE BETWEEN THE APRIL 17, 1998
DEADLINE AND MAY 1, 1998, THE PRICING DATE FOR THE REPURCHASE OFFER.
SHAREHOLDERS WHO CHOOSE TO PARTICIPATE IN THE REPURCHASE OFFER CAN EXPECT TO
RECEIVE PAYMENT FOR THE SHARES REPURCHASED ON OR BEFORE MAY 8, 1998. THE FUND
WILL CHARGE A REPURCHASE FEE ON SHARES THAT ARE REPURCHASED FOR EXPENSES
DIRECTLY RELATED TO THE REPURCHASE OFFER. THE REPURCHASE FEE WILL NOT EXCEED 2%.
AS OF MARCH 20, 1998, THE FUND'S NET ASSET VALUE WAS $14.70 PER SHARE AND
6,859,397 SHARES WERE ISSUED AND OUTSTANDING. THE FUND COMPUTES ITS NET ASSET
VALUE ON A WEEKLY BASIS AND, ON THE FIVE BUSINESS DAYS PRECEDING APRIL 17, 1998,
WILL DO SO ON A DAILY BASIS. THE FUND'S NET ASSET VALUE MAY BE OBTAINED BY
CONTACTING SHAREHOLDER COMMUNICATIONS CORPORATION, THE FUND'S INFORMATION AGENT,
AT 1-800-733-8481 EXT. 464.
NEITHER THE FUND NOR THE BOARD IS MAKING ANY RECOMMENDATION TO ANY
SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE REPURCHASE
OFFER. THE FUND AND THE BOARD URGE EACH SHAREHOLDER TO READ AND EVALUATE THE
REPURCHASE OFFER AND RELATED MATERIALS CAREFULLY AND MAKE HIS OR HER OWN
DECISION. QUESTIONS, REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES
OF THIS OFFER TO REPURCHASE AND RELATED MATERIALS SHOULD BE DIRECTED TO
SHAREHOLDER COMMUNICATIONS CORPORATION AT 1-800-733-8481 EXT. 464.
SINCERELY,
[/S/ WILLIAM J. GUILFOYLE]
WILLIAM J. GUILFOYLE
CHAIRMAN OF THE BOARD
AND PRESIDENT
MARCH 27, 1998
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OFFER TO REPURCHASE
------------------------
OFFER BY
G.T. GLOBAL EASTERN EUROPE FUND
TO REPURCHASE UP TO 5%
OF ITS ISSUED AND OUTSTANDING
SHARES OF BENEFICIAL INTEREST
------------------------
THIS REPURCHASE OFFER WILL EXPIRE ON APRIL 17, 1998
AT 5:00 P.M., NEW YORK CITY TIME (THE "REPURCHASE REQUEST DEADLINE")
------------------------
THIS OFFER TO REPURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH
TOGETHER CONSTITUTE THE "REPURCHASE OFFER") ARE NOT CONDITIONED ON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO OTHER CONDITIONS AS OUTLINED
HEREIN AND IN THE LETTER OF TRANSMITTAL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER THAN THOSE
CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY G.T. GLOBAL EASTERN EUROPE FUND.
March 27, 1998
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TABLE OF CONTENTS
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PAGE
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1. Number of Shares..................................................................................... 3
2. Price; Repurchase Fee................................................................................ 3
3. Purpose of the Repurchase Offer...................................................................... 3
4. Effect of the Offer; Source and Amount of Funds...................................................... 4
5. Procedure for Tendering Shares....................................................................... 5
6. Shareholders' Right to Withdraw Tendered Shares...................................................... 7
7. Acceptance for Payment and Payment................................................................... 7
8. Suspensions and Postponements of Repurchase Offer.................................................... 8
9. NAV, Market Price and Volume of Trading.............................................................. 9
10. Information with Respect to the Fund and the Fund's Investment Manager............................... 9
11. Certain Fees and Expenses............................................................................ 10
12. Miscellaneous........................................................................................ 10
13. Federal Income Tax Consequences...................................................................... 10
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2
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To the Shareholders of G.T. GLOBAL EASTERN EUROPE FUND:
1. NUMBER OF SHARES. G.T. Global Eastern Europe Fund (the "Fund"), a
Massachusetts business trust registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end, non-diversified management
investment company, hereby offers to repurchase up to 5% of the issued and
outstanding shares of beneficial interest in the Fund (the "Shares") as of April
17, 1998 (the "Repurchase Offer Amount"), which are tendered and not withdrawn
prior to 5:00 p.m., New York City Time, April 17, 1998 (the "Repurchase Request
Deadline"). The Fund has established a record date of March 20, 1998, for
identifying shareholders receiving Repurchase Offer materials.
This Repurchase Offer is being made to all shareholders of the Fund
("Shareholders") and is not conditioned upon any minimum number of Shares being
tendered. NEITHER THE FUND NOR ITS BOARD OF TRUSTEES (THE "BOARD") IS MAKING ANY
RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES IN THE REPURCHASE OFFER. The Fund and the Board urge each Shareholder to
read and evaluate the Repurchase Offer and related materials carefully and make
his or her own decision.
If the number of Shares properly tendered and not withdrawn prior to the
Repurchase Request Deadline is less than or equal to the Repurchase Offer
Amount, the Fund will, upon the terms and conditions of the Repurchase Offer,
purchase all Shares so tendered. If more Shares than the Repurchase Offer Amount
are duly tendered and not withdrawn prior to the Repurchase Request Deadline,
the Fund will either (1) repurchase all of the additional Shares tendered, if
the amount of such additional Shares does not exceed 2% of the Shares issued and
outstanding on the Repurchase Request Deadline, or (2) purchase the Repurchase
Offer Amount of Shares on a pro rata basis, provided, however, that the Fund may
(i) accept all Shares tendered by Shareholders who own, beneficially or of
record, an aggregate of not more than 99 Shares and who tender all of their
Shares, before prorating Shares tendered by others; and (ii) accept by lot
Shares tendered by Shareholders who tender all Shares held by them and who, when
tendering their Shares, elect to have either all or none or at least a minimum
specified amount accepted, if the Fund first accepts all Shares tendered by
Shareholders who do not so elect.
As of March 20, 1998, 6,859,397 Shares were issued and outstanding. The Fund
does not anticipate that the number of Shares as of the Repurchase Request
Deadline will be materially different.
2. PRICE; REPURCHASE FEE. The repurchase price of the Shares will be their
net asset value ("NAV") at the close of regular trading on the New York Stock
Exchange ("NYSE") on May 1, 1998 (the "Repurchase Pricing Date"). The Shares
tendered pursuant to the Repurchase Offer will be subject to a repurchase fee
(the "Repurchase Fee") not to exceed 2% of NAV per Share, which will be deducted
from the repurchase price. The Fund normally calculates the NAV of its Shares
each Friday at the close of regular trading on the NYSE. On March 20, 1998, the
NAV was $14.70 per Share.
The Shares are listed on the NYSE. On March 20, 1998, the last sales price
at the close of regular trading on the NYSE was $12.44 per Share.
During the pendency of the Repurchase Offer, the NAV of the Shares will be
calculated as of the close of regular trading on the NYSE each Friday and each
of the five business days preceding the Repurchase Request Deadline.
Shareholders can obtain the current NAV and NYSE trading price of the Shares by
calling 1-800-733-8481 Ext. 464.
3. PURPOSE OF THE REPURCHASE OFFER. As with many closed-end investment
companies, the trading price of the Shares on the NYSE has historically been at
a discount to, I.E., lower than, the NAV of the Shares. At a Special Meeting of
the Shareholders on February 9, 1996 (the "Shareholder Meeting"), the
Shareholders approved a proposal converting the Fund to an "interval" structure,
pursuant to which the Fund would make annual offers to repurchase at least 5%,
but not more than 25%, of its outstanding Shares. Following the Shareholder
Meeting, the Board determined to make a discretionary offer to repurchase up to
55% of the outstanding shares of the Fund (the "Discretionary Repurchase
Offer").
3
<PAGE>
Approximately 8,800,000 Fund Shares were repurchased through the Discretionary
Repurchase Offer, which was completed on May 10, 1996. In 1997, the Fund offered
to repurchase, and in fact repurchased, 5% of its then outstanding shares.
The current Repurchase Offer is the second annual offer to be made by the
Fund under its new interval structure. The Repurchase Offer will permit
Shareholders to liquidate at least a portion of their Shares at approximately
NAV, while preserving the Fund as a long-term investment vehicle for potential
capital appreciation for remaining Shareholders.
4. EFFECT OF THE OFFER; SOURCE AND AMOUNT OF FUNDS. The actual cost to the
Fund of the Repurchase Offer cannot be determined at this time because the
number of Shares to be purchased will depend on the number tendered, and the
price will be based on the NAV per Share on the Repurchase Pricing Date. If the
NAV per Share on the Repurchase Pricing Date is the same as the NAV per Share on
March 20, 1998 ($14.70 per Share), and if 5% of the outstanding Shares are
purchased pursuant to the Repurchase Offer, the cost to the Fund (excluding
expenses and the Repurchase Fee) would be approximately $5,041,656.70.
The monies to be used by the Fund to purchase Shares pursuant to the
Repurchase Offer will be obtained from cash and liquid securities in the Fund's
investment portfolio.
The Repurchase Offer may have certain adverse consequences for tendering and
non-tendering Shareholders:
FLUCTUATION IN NAV BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE
REPURCHASE PRICING DATE: Shareholders must decide whether to tender their
Shares prior to the Repurchase Request Deadline, but the NAV at which the Fund
will repurchase Shares will not be calculated until the Repurchase Pricing Date.
The NAV of the Shares may fluctuate between the Repurchase Request Deadline and
the Repurchase Pricing Date, and there can be no assurance that the NAV of the
Shares on the Repurchase Pricing Date will be as high as the NAV of the Shares
on the Repurchase Request Deadline. Pursuant to Rule 23c-3 under the 1940 Act,
the Fund may use a Repurchase Pricing Date earlier than May 1, 1998 if, on or
immediately following the Repurchase Request Deadline, it appears that the use
of an earlier Repurchase Pricing Date is not likely to result in significant
dilution of the NAV of either Shares that are tendered in the Repurchase Offer
or Shares that are not so tendered.
POSSIBLE PRORATION: If greater than 5% of the Fund's Shares are tendered
pursuant to the Repurchase Offer, the Fund would be required to repurchase
Shares tendered on a pro rata basis, subject to certain exceptions described in
Section 1, "Number of Shares." Accordingly, Shareholders cannot be assured that
all of their tendered Shares will be repurchased.
RECOGNITION OF CAPITAL GAINS: As noted, the Fund may be required to sell
portfolio securities pursuant to the Repurchase Offer, in which event it might
recognize capital gains. The Fund expects that it would distribute any such
gains to Shareholders (reduced by net capital losses realized during the fiscal
year, if any) following the end of its fiscal year on October 31. This
recognition and distribution of gains, if any, would have two negative
consequences: first, Shareholders at the time of declaration of the
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 realizing and recognizing additional capital gains.
It is impossible to predict the amount of capital gains or losses that would be
realized and recognized. In addition, some of the distributed gains may be
realized on securities held for one year or less, which would generate income
taxable to the Shareholders at ordinary income rates.
TAX CONSEQUENCES OF REPURCHASES TO SHAREHOLDERS: The Fund's purchase of
tendered Shares pursuant to the Repurchase Offer will have tax consequences for
tendering Shareholders and may have tax consequences for non-tendering
Shareholders. See Section 13, "Federal Income Tax Consequences," below.
4
<PAGE>
HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY: The reduced net
assets of the Fund as a result of the Fund's annual Repurchase Offers will, over
time, result in a higher expense ratio for the Fund, and possibly in less
investment flexibility for the Fund, depending on the number of Shares
repurchased.
GREATER PERCENTAGE OF ILLIQUID AND RESTRICTED SECURITIES IN PORTFOLIO: As
of March 20, 1998, illiquid and restricted portfolio securities comprised
approximately 23.50% of the Fund's total assets. To meet the cash requirements
for the Repurchase Offer, the Fund may be required to liquidate a portion of its
liquid portfolio securities. As a result, illiquid and restricted securities may
comprise a greater percentage of the Fund's portfolio after the Repurchase Offer
than is currently the case. If 5% of the Fund's Shares were tendered pursuant to
the Repurchase Offer, the percentage of the Fund's total assets represented by
illiquid and restricted securities after the conclusion of the Repurchase Offer
could be as high as approximately 25%.
5. PROCEDURE FOR TENDERING SHARES. Shareholders may tender some or all of
their Shares by delivering or mailing a Letter of Transmittal or facsimile
thereof (together with certificates and other required documents) to the
Depositary at the appropriate address set forth at the end of this Repurchase
Offer or by following the procedures for book-entry delivery set forth below
(and causing a confirmation of receipt of such delivery to be received by the
Depositary). In lieu of the foregoing, tendering Shareholders can comply with
the guaranteed delivery procedures set forth below.
To tender Shares properly, the certificates for Shares, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, must be
received prior to the Repurchase Request Deadline by the Depositary at the
appropriate address set forth at the end of this Repurchase Offer, except as
otherwise provided below in this Section. Letters of Transmittal and
certificates representing tendered Shares should NOT be sent or delivered
directly to the Fund. Shareholders having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee should contact
such firm if they desire to tender their Shares.
Signatures on all Letters of Transmittal must be guaranteed by a member firm
of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States (each being hereinafter
referred to as an "Eligible Institution"), except in cases where Shares are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If the
certificates are registered in the name of a person other than the signer of the
Letter of Transmittal, or if payment is to be made to a person other than the
registered owner of the certificates surrendered, then the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signature(s) on the certificates or stock powers
guaranteed as aforesaid. See Instruction 5 of the Letter of Transmittal.
The Fund's transfer agent holds Shares in uncertificated form for certain
Shareholders pursuant to the Fund's dividend reinvestment plan. Shareholders may
tender all such uncertificated Shares by completing the appropriate section in
the Letter of Transmittal or Notice of Guaranteed Delivery. There may be tax
consequences to a tendering Shareholder who tenders less than all Shares he or
she owns. See Section 13, "Federal Income Tax Consequences," below.
The Depositary will establish accounts with respect to the Shares at the
Depository Trust Company ("DTC") for purposes of the Repurchase Offer within two
business days after the date of this Offer to Repurchase. Any financial
institution that is a participant in DTC's system may make delivery of tendered
Shares by causing DTC to transfer such Shares into the Depositary's account in
accordance with DTC's procedure for such transfer. However, although delivery of
Shares may be effected through transfer into the Depositary's account at DTC,
the Letter of Transmittal (or facsimile thereof), with any required signature
guarantee and any other required documents, must, in any case, be transmitted to
and received by the Depositary at the appropriate address set forth at the end
of this Repurchase Offer before the
5
<PAGE>
Repurchase Request Deadline, or the tendering Shareholder must comply with the
guaranteed delivery procedure described below. Delivery of documents to DTC in
accordance with DTC's procedures does not constitute delivery to the Depositary.
If certificates for Shares are not immediately available or time will not
permit the Letter of Transmittal and other required documents to reach the
Depositary prior to the Repurchase Request Deadline, Shares may nevertheless be
tendered provided that all of the following conditions are satisfied:
(a) such tenders are made by or through an Eligible Institution; and
(b) the Depositary receives, prior to the Repurchase Request Deadline, a
properly completed and duly executed Notice of Guaranteed Delivery substantially
in the form provided by the Fund (delivered either by hand, mail, telegram,
telex or facsimile transmission); and
(c) the certificates for all tendered Shares, or book-entry confirmation, as
the case may be, together with a properly completed and duly executed Letter of
Transmittal and any other documents required by the Letter of Transmittal, are
received by the Depositary within five NYSE trading days after receipt by the
Depositary of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THE CERTIFICATES REPRESENTING SHARES, LETTER OF
TRANSMITTAL, AND ANY OTHER DOCUMENTS IS AT THE OPTION AND RISK OF THE
SHAREHOLDER. IF THE SHAREHOLDER WISHES TO DELIVER BY MAIL, WE RECOMMEND THE USE
OF INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED. THE SHAREHOLDER HAS THE
RESPONSIBILITY TO CAUSE THE CERTIFICATES, LETTER OF TRANSMITTAL AND ANY OTHER
DOCUMENTS TO BE TIMELY DELIVERED.
TO PREVENT BACKUP WITHHOLDING ON PAYMENTS MADE FOR THE PURCHASE OF SHARES
PURSUANT TO THE REPURCHASE OFFER, EACH INDIVIDUAL SHAREHOLDER (AND CERTAIN OTHER
NONCORPORATE SHAREHOLDERS) MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT TAXPAYER
IDENTIFICATION NUMBER BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED WITH THE
LETTER OF TRANSMITTAL (EVEN IF SUCH SHAREHOLDER HAS PREVIOUSLY COMPLETED SUCH A
FORM). CERTAIN SHAREHOLDERS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED
STATES MAY SATISFY THIS REQUIREMENT BY PROVIDING A CERTIFICATE OF FOREIGN STATUS
(FORM W-8) TO THE DEPOSITARY IN LIEU OF THE SUBSTITUTE FORM W-9. IF THE FUND'S
PURCHASE OF SHARES WITH RESPECT TO ANY TENDERING INDIVIDUAL (OR CERTAIN OTHER
NONCORPORATE) SHAREHOLDERS WERE TREATED AS A DIVIDEND RATHER THAN AN EXCHANGE,
BACKUP WITHHOLDING ALSO WOULD APPLY TO THAT SHAREHOLDER IF THE INTERNAL REVENUE
SERVICE ADVISED THE FUND THAT SUCH SHAREHOLDER WAS SUBJECT TO SUCH WITHHOLDING.
SEE SECTION 13, "FEDERAL INCOME TAX CONSEQUENCES," BELOW.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any Shares tendered will be determined by the Fund,
which determination shall be final and binding. The Fund reserves the absolute
right (i) to reject any and all tenders not in proper form or the payment for
which would, in the opinion of the Fund's counsel, be unlawful and (ii) to waive
any of the conditions of the Repurchase Offer or any defect or irregularity in
the tender of any Shares. The Fund's determination of any defect or irregularity
in the tender of any Shares and its interpretation of the terms and conditions
of the Repurchase Offer (including the Letter of Transmittal and the
Instructions thereto) will be final. None of the Fund, the Information Agent,
the Depositary or any other person shall be under any duty to give notification
of any defects or irregularities in tenders, and none shall incur any liability
for failure to give such notification.
6. SHAREHOLDERS' RIGHT TO WITHDRAW TENDERED SHARES. Shares tendered
pursuant to the Repurchase Offer may be withdrawn at any time prior to the
Repurchase Request Deadline. After the Repurchase Request Deadline, tenders made
pursuant to the Repurchase Offer will be irrevocable.
6
<PAGE>
To be effective, a written, telegraphic or facsimile notice of withdrawal
must be timely received by the Depositary. Such notice must specify the name of
the person who executed the particular Letter of Transmittal or Notice of
Guaranteed Delivery, the number of Shares to be withdrawn and, if certificates
have been delivered or otherwise identified to the Depositary, the name of the
holder of record and the serial numbers of the certificates representing the
Shares to be withdrawn. If Shares have been delivered pursuant to the procedure
for book-entry delivery as set forth in Section 5, "Procedure for Tendering
Shares," any notice of withdrawal also must specify the name and the number of
the account at DTC to be credited with the withdrawn Shares (which must be the
same name and number from which the Shares were tendered), and must otherwise
comply with DTC's procedures.
All questions as to the form and validity, including time of receipt, of
notices of withdrawal will be determined by the Fund, in its sole discretion,
whose determination will be final and binding. None of the Fund, the Information
Agent, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or to
incur any liability for failure to give any such notification. Any Shares timely
and properly withdrawn will be deemed not duly tendered for purposes of the
Repurchase Offer.
7. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the
conditions of the Repurchase Offer, the Fund will accept for payment, and will
pay for, Shares validly tendered on or before the Repurchase Request Deadline
and not properly withdrawn in accordance with Section 6, "Shareholders' Right to
Withdraw Tendered Shares," as soon as practicable after the Repurchase Request
Deadline. The Fund expressly reserves the right, in its sole discretion, to
delay the acceptance for payment of, or payment for, Shares, in order to comply
in whole or in part with any applicable law.
The per-Share consideration paid to any Shareholder pursuant to the
Repurchase Offer will be the highest per-Share consideration paid to any other
Shareholder during the Repurchase Offer. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Repurchase Offer will be made
only after timely receipt by the Depositary of certificates for such Shares (or
confirmation of the book-entry transfer of such Shares), a properly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
the Letter of Transmittal.
For purposes of the Repurchase Offer, the Fund will be deemed to have
accepted for payment, and thereby purchased, Shares properly tendered to the
Fund and not withdrawn, if, as and when the Fund gives oral or written notice to
the Depositary of its acceptance for payment of such Shares. Payment for Shares
accepted for payment pursuant to the Repurchase Offer will be made by deposit of
the purchase price with the Depositary, which will act as agent for the
tendering Shareholders for purposes of receiving payment from the Fund and
transmitting payment to the tendering Shareholders. Under no circumstances will
the Fund pay interest on the purchase price of the Shares to be paid by the
Fund, regardless of any delay in making such payment. If any tendered Shares are
not accepted for payment pursuant to the terms and conditions of the Repurchase
Offer for any reason, or are not paid for because of an invalid tender, or if
certificates are submitted for more Shares than are tendered, certificates for
such unpurchased Shares will be returned, without expense to the tendering
Shareholder, as soon as practicable following expiration or withdrawal of the
Repurchase Offer. Shares delivered by book-entry transfer into the Depositary's
account at DTC as described in Section 5, "Procedure for Tendering Shares,"
which are to be returned will be credited to an account maintained within DTC.
Shares which are to be returned and which were held in uncertificated form by
the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will
be returned to the dividend reinvestment plan account maintained by the transfer
agent.
If the Fund is delayed in its acceptance for payment of, or in its payment
for, Shares, or is unable to accept for payment or pay for Shares pursuant to
the Repurchase Offer for any reason, then, without prejudice to the Fund's
rights under this Repurchase Offer, the Depositary may, nevertheless, on behalf
of the Fund, retain tendered Shares, and such Shares may not be withdrawn unless
and except to the extent tendering Shareholders are entitled to withdrawal
rights as described in Section 6, "Shareholders' Right to Withdraw Tendered
Shares."
7
<PAGE>
Shares tendered pursuant to the Repurchase Offer will be subject to the
Repurchase Fee, which will be paid to the Fund and is reasonably intended to
compensate the Fund for expenses directly related to the Repurchase Offer.
Except for the Repurchase Fee, tendering Shareholders will not be obligated to
pay brokerage commissions, fees or, except in the circumstances described in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of
Shares by the Fund.
8. SUSPENSIONS AND POSTPONEMENTS OF REPURCHASE OFFER. The Fund will not
suspend or postpone the Repurchase Offer except by vote of a majority of the
Board, including a majority of disinterested Trustees, and only:
(i) if the repurchase would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Code;
(ii) if the repurchase would cause the Shares to be neither listed on any
national securities exchange nor quoted on any inter-dealer quotation system of
a national securities association;
(iii) for any period during which the NYSE is closed, other than customary
weekend and holiday closings, or during which trading on the NYSE is restricted;
(iv) for any period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable, or
during which it is not reasonably practicable for the Fund fairly to determine
its NAV; or
(v) for such other periods as the Securities and Exchange Commission may by
order permit for the protection of Shareholders of the Fund.
If the Repurchase Offer is suspended or postponed, the Fund will provide
notice to Shareholders of such suspension or postponement.
8
<PAGE>
9. NAV, MARKET PRICE AND VOLUME OF TRADING. The Shares currently trade on
the NYSE. The following table sets forth, on a quarterly basis, the high and low
NAVs of the Shares, and the high and low sale prices of the Shares on the NYSE,
and the volume of trading, from November 1, 1990 through January 31, 1998.
<TABLE>
<CAPTION>
NAV MARKET PRICE*
-------------------- --------------------
HIGH LOW HIGH LOW VOLUME**
--------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
November 1, 1990 to January 31, 1991...................... $ 12.17 $ 10.68 $ 10.375 $ 8.875 1,960
February 1, 1991 to April 30, 1991........................ 12.38 11.28 11.875 9.375 1,304
May 1, 1991 to July 31, 1991.............................. 11.83 11.25 10.000 9.375 1,764
August 1, 1991 to October 31, 1991........................ 11.42 10.91 11.000 9.000 1,844
November 1, 1991 to January 31, 1992...................... 11.32 10.78 9.875 8.750 2,214
February 1, 1992 to April 30, 1992........................ 11.29 10.98 9.875 9.250 1,807
May 1, 1992 to July 31, 1992.............................. 11.58 11.05 10.000 9.250 1,623
August 1, 1992 to October 31, 1992........................ 11.56 10.37 10.750 9.250 2,819
November 1, 1992 to January 31, 1993...................... 10.87 10.21 9.500 8.625 1,663
February 1, 1993 to April 30, 1993........................ 11.84 10.90 10.625 9.125 2,129
May 1, 1993 to July 31, 1993.............................. 12.57 11.55 12.000 10.250 2,359
August 1, 1993 to October 31, 1993........................ 14.11 13.01 15.000 11.750 3,128
November 1, 1993 to January 31, 1994...................... 15.98 13.48 17.250 12.500 2,382
February 1, 1994 to April 30, 1994........................ 16.17 14.97 17.000 12.625 2,480
May 1, 1994 to July 31, 1994.............................. 15.49 14.49 14.500 12.250 3,224
August 1, 1994 to October 31, 1994........................ 15.75 14.77 14.500 12.625 4,132
November 1, 1994 to January 31, 1995...................... 15.12 13.77 12.875 11.875 2,272
February 1, 1995 to April 30, 1995........................ 13.93 12.86 12.375 11.000 1,535
May 1, 1995 to July 31, 1995.............................. 15.15 13.77 12.875 11.625 2,398
August 1, 1995 to October 31, 1995........................ 15.30 14.61 13.000 12.375 2,735
November 1, 1995 to January 31, 1996...................... 15.09 14.59 14.000 12.250 4,485
February 1, 1996 to April 30, 1996........................ 15.59 14.99 14.625 13.625 6,512
May 1, 1996 to July 31, 1996.............................. 16.03 15.45 14.625 12.625 2,933
August 1, 1996 to October 31, 1996........................ 16.99 15.80 14.125 12.750 1,456
November 1, 1996 to January 31, 1997...................... 18.21 15.01 15.625 12.125 2,189
February 1, 1997 to April 30, 1997........................ 16.85 18.78 16.000 14.000 1,723
May 1, 1997 to July 31, 1997.............................. 17.65 20.72 18.750 14.750 1,507
August 1, 1997 to October 31, 1997........................ 18.62 23.47 23.470 18.620 1,812
November 1, 1997 to January 31, 1998...................... 12.05 18.31 16.875 10.563 2,189
</TABLE>
- ------------------------
* As reported on the New York Stock Exchange.
** In thousands. As a result of the Discretionary Repurchase Offer, which was
completed on May 10, 1996, the number of Shares outstanding decreased from
16,045,347 to 7,220,418. As a result of the Annual Repurchase Offer, which
was completed on April 18, 1997, the number of shares outstanding decreased
from 7,220,418 to 6,859,397.
The NAV per Share computed as of the close of business on March 20, 1998 was
$14.70. On March 20, 1998, the high, low and closing prices of the Shares as
reported on the NYSE were $12.50, $12.38 and $12.44, respectively.
10. INFORMATION WITH RESPECT TO THE FUND AND THE FUND'S INVESTMENT
MANAGER. The Fund is a closed-end, non-diversified management investment
company organized as a Massachusetts business trust. The Shares were first
offered to the public on March 29, 1990 and first began trading on the same day.
As a closed-end investment company, the Fund differs from an open-end investment
company (I.E., a mutual fund) in that it does not redeem its Shares at the
election of a Shareholder and does not continuously offer its Shares for sale to
the public.
9
<PAGE>
Chancellor LGT Asset Management, Inc. ("Chancellor LGT"), previously named
LGT Asset Management, Inc. and G.T. Capital Management, Inc., has been the
investment manager for the Fund since its inception. Chancellor LGT was
established in San Francisco in 1974 and maintains offices at 50 California
Street, San Francisco, California 94111 and 1166 Avenue of the Americas, New
York, New York 10036. Chancellor LGT 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. As
of December 31, 1997, Chancellor LGT and its worldwide affiliates managed or
administered approximately $54 billion of assets, of which approximately $8
billion consisted of retail funds worldwide.
On January 30, 1998, Liechtenstein Global Trust, AG ("LGT"), the indirect
parent organization of Chancellor LGT, entered into an agreement with AMVESCAP
PLC ("AMVESCAP") pursuant to which AMVESCAP will acquire LGT's Asset Management
Division, which includes Chancellor LGT (the "Purchase"). AMVESCAP is a holding
company formed in 1997 by the merger of INVESCO PLC and A I M Management Group
Inc. Consummation of the Purchase is subject to a number of contingencies,
including regulatory approvals. The transaction would constitute an assignment
of, and thereby result in the termination of, the Fund's investment management
agreement with Chancellor LGT. Accordingly, the Fund's Board of Trustees has
approved, subject to shareholder approval, a new investment management agreement
between A I M Advisors, Inc. ("A I M"), a wholly owned subsidiary of AMVESCAP,
and the Fund, and a sub-investment management agreement between A I M and
Chancellor LGT, which will become a separate, indirect wholly owned subsidiary
of AMVESCAP. Under the new agreements, A I M would serve as investment adviser
and Chancellor LGT would serve as sub-adviser of the Fund. The new agreements
will be submitted to shareholders for approval at the annual meeting of
shareholders on May 20, 1998. If the agreements are approved by shareholders, it
is anticipated that they will go into effect on or about May 29, 1998, provided
that the Purchase is consummated by that date.
11. CERTAIN FEES AND EXPENSES. The Fund will not pay to any broker or
dealer, commercial bank, trust company or other person any solicitation fee for
any Shares purchased pursuant to the Repurchase Offer. The Fund will reimburse
such persons for customary handling and mailing expenses incurred in forwarding
the Repurchase Offer. No such broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Fund or the Depositary for
purposes of the Repurchase Offer.
The Fund has retained State Street Bank and Trust Company to act as
Depositary and Shareholder Communications Corporation to act as Information
Agent. The Depositary and the Information Agent will each receive reasonable and
customary compensation for their services and will also be reimbursed for
certain out-of-pocket expenses and indemnified against certain liabilities.
12. MISCELLANEOUS. The Repurchase Offer is not being made to, nor will the
Fund accept tenders from, holders of Shares in any state or other jurisdiction
in which the Repurchase Offer would not be in compliance with the securities or
Blue Sky laws of such jurisdiction.
13. FEDERAL INCOME TAX CONSEQUENCES. Sales by tendering Shareholders will
be taxable transactions to them. Under certain circumstances, those sales will
have tax consequences for non-tendering Shareholders as well. Because the income
tax consequences may vary depending upon the particular facts relating to each
Shareholder, no representations with respect to those consequences are made
hereby, and it is recommended that each Shareholder consult with a tax adviser
concerning the federal, state and local income tax consequences of the sale of
Shares pursuant to the Repurchase Offer.
TAX TREATMENT OF REDEMPTIONS -- EXCHANGES VS. SECTION 301
DISTRIBUTIONS. The Fund's purchases of Shares pursuant to the Repurchase Offer
will be treated as redemptions of the Shares for federal income tax purposes
pursuant to Section 302 of the Code. Under that section, the payment by the Fund
to a tendering Shareholder will be considered made in exchange for the tendered
Shares only if it (1) "is in complete redemption of all" of the Shareholder's
Shares, (2) results in a "substantially disproportionate" reduction in the
Shareholder's interest in the Fund, (3) is not "essentially equivalent to a
dividend," or (4) in the case of a non-corporate Shareholder, is "in partial
liquidation" of the Fund. (In determining whether any of the first three tests
is met, both the Shares actually owned by the tendering Shareholder
10
<PAGE>
and any Shares constructively owned by him by reason of certain attribution
rules must be taken into account.) A sale of Shares that is treated as an
exchange will result in gain or loss to the tendering Shareholder measured by
the difference between the Shareholder's basis for the tendered Shares and the
amount received therefor pursuant to the Repurchase Offer. That gain or loss
will be capital gain or loss to the Shareholder if the tendered Shares qualify
as capital assets in his hands and generally will be long-term capital gain or
loss if the Shares were held for more than one year prior to their purchase by
the Fund. Under the Taxpayer Relief Act of 1997, different maximum tax rates
apply to a noncorporate taxpayer's net capital gain (I.E., the excess of net
long-term capital gain over net short-term capital loss) depending on the
taxpayer's holding period and marginal rate of federal income tax -- generally,
28% for gain recognized on capital assets held for more than one year but not
more than 18 months and 20% (10% for taxpayers in the 15% marginal tax bracket)
for gain recognized on capital assets held for more than 18 months.
If any payment by the Fund to a tendering Shareholder is not considered to
be made in exchange for the tendered Shares, it will be treated as a
distribution under Section 301 of the Code ("Section 301 distribution") with
respect to the Shares. Such a distribution will be treated as a dividend
(taxable as ordinary income) to the extent it is made out of the Fund's earnings
and profits ("E&P") of the current taxable year or accumulated E&P (of which it
has none); the amount treated as a dividend will be fully taxable without regard
to the Shareholder's basis for the Shares. To the extent a Section 301
distribution is not made out of E&P, it will be applied first against the
tendering Shareholder's basis for his Shares and then will be treated as a gain
from the sale or exchange of the Shares (which will be capital gain, taxed at
the rates described above, if the Shares are capital assets in the Shareholder's
hands).
COMPLETE REDEMPTION. A Shareholder who has less than ALL of his Shares
(including those constructively owned by him) purchased by the Fund pursuant to
the Repurchase Offer will not be able to satisfy the complete redemption test
unless the Shareholder has all Shares ACTUALLY owned by him so purchased (even
though he continues to CONSTRUCTIVELY own other Shares) and he complies with
certain other requirements. Shareholders are urged to consult their own tax
advisers as to their eligibility to qualify for exchange treatment through this
method. Shareholders should note, however, that if the Repurchase Offer is
oversubscribed the Fund will not be obligated to purchase all Shares tendered.
See Section 1, "Number of Shares," above.
SUBSTANTIALLY DISPROPORTIONATE REDEMPTION. A Shareholder could satisfy the
substantially disproportionate test only if, among other things, the
Shareholder's proportionate interest in the Fund after the redemption is less
than 80% of his proportionate interest in the Fund before the redemption. A
Shareholder may not depend on satisfying this requirement by tendering just over
20% of his Shares, because the total number of Shares outstanding after the
Repurchase Offer may be substantially reduced. The minimum number of a
Shareholder's Shares that would have to be purchased in the Repurchase Offer
(not merely tendered) to result in a "substantially disproportionate" redemption
as to him would equal the percentage of his Shares determined according to the
following formula -- where X equals the minimum percentage of a Shareholder's
Shares that would have to be purchased and Y equals the percentage of all Shares
being purchased -- plus one Share (to produce a reduction of "more than" 20%):
X = Y + 20% (100% - Y)
= .8Y + 20%
For example, if the Fund has 7,000,000 Shares outstanding at the time of the
Repurchase Offer and it purchases 5% thereof (350,000 Shares), a Shareholder
holding 700 Shares (0.01% of the outstanding Shares) would need to have the Fund
purchase at least 169 of those Shares (24% of his Shares, or 168, determined
pursuant to the formula above plus 1) to achieve a more-than-20%-reduction (531
Shares still held by the Shareholder DIVIDED BY 6,650,000 Shares outstanding
after the Repurchase Offer = .00798%).
NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND. For a redemption to be "not
essentially equivalent to a dividend," it must result in a "meaningful
reduction" in the Shareholder's proportionate interest in the Fund, determined
on a Shareholder-by-Shareholder basis. Whether a redemption satisfies that
criterion depends upon the facts and circumstances of each case. A redemption of
Shares from a minority
11
<PAGE>
Shareholder, whose relative interest in the Fund is minimal, that results in
even a slight reduction of the Shareholder's proportionate interest might
suffice; thus, a purchase by the Fund of one Share more than the percentage of a
Shareholder's Shares equal to the aggregate percentage of Shares purchased in
the Repurchase Offer might be considered a "meaningful reduction." As is the
case with satisfaction of the "substantially disproportionate" test, however,
compliance with the "meaningful reduction" criterion depends in part on the
response of other Shareholders to the Repurchase Offer.
PARTIAL LIQUIDATION. The final ground for exchange treatment, which applies
only to non-corporate Shareholders, is that the redemption is "in partial
liquidation" of the Fund, which requires that the distribution be "not
essentially equivalent to a dividend (determined at the corporate (Fund) level
rather than at the shareholder level)." To qualify as such, the distribution
must either (1) be attributable to the Fund's cessation of an actively conducted
trade or business (provided it is conducting a separate active trade or business
immediately after the distribution), even if the distribution fails to satisfy
the complete redemption, substantially disproportionate and lack of
Shareholder-level dividend equivalency tests, or (2) based on all the facts and
circumstances, be attributable in part to contraction of the Fund's business. In
the instant case the Fund is not ceasing to engage in an actively conducted
trade or business, so distributions pursuant to the Repurchase Offer will not
satisfy test (1) above. It is uncertain whether, under the facts and
circumstances analysis, those distributions would be deemed to be attributable
to contraction of the Fund's business.
TAX CONSEQUENCES TO OTHER SHAREHOLDERS. If the payment for any purchase of
Shares pursuant to the Repurchase Offer is treated as a Section 301 distribution
to the selling Shareholder rather than as an exchange, the other Shareholders,
INCLUDING THE NON-TENDERING SHAREHOLDERS, could be deemed to have received
taxable stock distributions under certain circumstances. That result could be
avoided if the distribution is "incident to an isolated redemption of stock (for
example, pursuant to a tender offer)." The "interval" status of the Fund --
obligating it to make annual repurchases of between 5% and 25% of its Shares
(see Section 3, "Purpose of the Repurchase Offer," above) -- militates against
this position. Shareholders are urged to consult their own tax advisers
regarding the possibility of "deemed distributions" resulting from the purchase
of Shares pursuant to the Repurchase Offer.
FOREIGN SHAREHOLDERS. Any payments to a tendering Shareholder who is a
nonresident alien individual, a foreign trust or estate, a foreign corporation,
or a foreign partnership (a "foreign Shareholder") that are treated as Section
301 distributions generally will be subject to U.S. withholding tax at the rate
of 30% (unless a reduced rate applies under an applicable tax treaty) to the
extent of available E&P. Foreign Shareholders who are not subject to U.S.
federal income tax on the Fund's purchase of Shares tendered by them, or whose
U.S. federal income tax liability is less than the amount withheld, may claim a
refund of any excess amount withheld by the Fund. A tendering foreign
Shareholder who qualifies for exchange treatment generally will not be subject
to U.S. federal income tax on the sale of his Shares to the Fund, unless (1) the
payments are deemed to be "effectively connected with the conduct of a U.S.
trade or business" or (2) he is treated as a resident alien individual for
federal income tax purposes; in these cases, the tax would be computed at
graduated rates in a manner similar to the tax on domestic persons.
BACKUP WITHHOLDING. The Fund generally will be required to withhold tax at
the rate of 31% ("backup withholding") from any payment to a tendering
Shareholder that is an individual (or certain other noncorporate person) if the
Shareholder fails to provide to the Fund his correct taxpayer identification
number. If the payment by the Fund to any such Shareholder is treated as a
dividend rather than an exchange, backup withholding also will be required with
respect to that payment if the Internal Revenue Service advises the Fund that
the Shareholder is subject to backup withholding for prior underreporting of
reportable interest or dividend payments or if the Shareholder fails to certify
that he is not subject thereto. A foreign person generally will be able to avoid
backup withholding with respect to payments by the Fund that are treated as made
in exchange for tendered Shares only if he (1) is neither a citizen nor a
resident of the United States, (2) has not been and reasonably does not expect
to be present in the United States for a period aggregating 183 days or more
during the calendar year, and (3) reasonably expects not
12
<PAGE>
to be engaged in a trade or business within the United States to which the gain
on sale of the Shares would be effectively connected. Backup withholding is not
an additional tax, and any amounts withheld may be credited against a
Shareholder's U.S. federal income tax liability.
Shareholders are urged to consult their own tax advisers to determine the
extent of the federal income tax liability they would incur as a result of the
proposed transaction, as well as any tax consequences under any applicable
state, local or foreign laws.
* * * * *
Questions, requests for assistance and requests for additional copies of
this Offer to Repurchase and related materials should be directed to Shareholder
Communications Corporation at 1-800-733-8481 Ext. 464.
G.T. GLOBAL EASTERN EUROPE FUND
13
<PAGE>
The Letter of Transmittal and certificates for your Shares should be sent or
delivered by you, your broker, dealer, commercial bank or trust company to the
Depositary as set forth below.
DEPOSITARY
STATE STREET BANK AND TRUST COMPANY
FACSIMILE COPY NUMBER: (781) 794-6333
CONFIRM BY TELEPHONE: (781) 794-6388
FOR ACCOUNT INFORMATION CALL: (800) 426-5523
<TABLE>
<S> <C> <C>
BY FIRST CLASS MAIL: BY OVERNIGHT COURIER OR BY HAND:
State Street Bank and Trust EXPRESS MAIL: Securities Transfer & Reporting
Company State Street Bank and Trust Services, Inc.
Corporate Reorganization Company c/o Boston Equiserve LP
P.O. Box 9573 Corporate Reorganization 55 Broadway
Boston, MA 02205-9573 70 Campanelli Drive 3rd Floor
Braintree, MA 02184 New York, NY 10006
</TABLE>
Any questions or requests for assistance or additional copies of the Offer
to Repurchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other documents may be directed to the Information Agent at its telephone number
and location listed below. Shareholders may also contact their broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Repurchase Offer.
THE INFORMATION AGENT FOR THE REPURCHASE OFFER IS:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 State Street, New York, NY 10004
1-800-733-8481 Ext. 464
Fax: (212) 248-2727
14
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF BENEFICIAL INTEREST
IN
G.T. GLOBAL EASTERN EUROPE FUND
TENDERED PURSUANT TO ITS OFFER TO REPURCHASE FOR CASH
DATED MARCH 27, 1998
THE REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 17, 1998
("REPURCHASE REQUEST DEADLINE")
THE DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
FACSIMILE COPY NUMBER:
(781) 794-6333
CONFIRM BY TELEPHONE:
(781) 794-6388
FOR ACCOUNT INFORMATION CALL:
(800) 426-5523
<TABLE>
<S> <C> <C>
BY FIRST CLASS MAIL: BY OVERNIGHT COURIER OR BY HAND:
EXPRESS MAIL:
STATE STREET BANK AND TRUST STATE STREET BANK AND TRUST SECURITIES TRANSFER &
COMPANY COMPANY REPORTING SERVICES, INC.
CORPORATE REORGANIZATION CORPORATE REORGANIZATION C/O BOSTON EQUISERVE LP
P.O. BOX 9573 70 CAMPANELLI DRIVE 55 BROADWAY
BOSTON, MA 02205-9573 BRAINTREE, MA 02184 3RD FLOOR
NEW YORK, NY 10006
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THAT SHOWN
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OR TELEX NUMBER OTHER THAN
AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
THIS LETTER OF TRANSMITTAL IS TO BE USED (A) IF CERTIFICATES FOR SHARES (AS
DEFINED BELOW) ARE TO BE FORWARDED HEREWITH, OR (B) IF UNCERTIFICATED SHARES
HELD BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT
PLAN ARE TO BE TENDERED, OR (C) IF TENDERS ARE TO BE MADE BY BOOK-ENTRY TRANSFER
TO ANY OF THE ACCOUNTS MAINTAINED BY THE DEPOSITARY AT THE DEPOSITORY TRUST
COMPANY ("DTC"), PURSUANT TO THE PROCEDURE SET FORTH IN SECTION 5, "PROCEDURE
FOR TENDERING SHARES," OF THE OFFER TO REPURCHASE. SHAREHOLDERS WHOSE
CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT DELIVER THEIR
CERTIFICATES FOR SHARES (OTHER THAN UNCERTIFICATED SHARES HELD BY THE FUND'S
TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN) OR DELIVER
CONFIRMATION OF THE BOOK-ENTRY TRANSFER OF THEIR SHARES INTO THE DEPOSITARY'S
ACCOUNT AT DTC AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE DEPOSITARY PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE REPURCHASE REQUEST DEADLINE MAY
NEVERTHELESS TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES
SET FORTH IN SECTION 5, "PROCEDURE FOR TENDERING SHARES," OF THE OFFER TO
REPURCHASE. SEE INSTRUCTION 2 BELOW. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
NAME OF TENDERING INSTITUTION: ____________________________________________
ACCOUNT NUMBER: ___________________________________________________________
TRANSACTION CODE NUMBER: __________________________________________________
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
NAME(S) OF REGISTERED OWNER(S): ___________________________________________
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY: _______________________
NAME OF INSTITUTION WHICH GUARANTEED DELIVERY: ____________________________
ACCOUNT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER): _____________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
SIR/MADAM:
THE UNDERSIGNED HEREBY TENDERS TO G.T. GLOBAL EASTERN EUROPE FUND, A
MASSACHUSETTS BUSINESS TRUST REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, AS A CLOSED-END, NON-DIVERSIFIED MANAGEMENT INVESTMENT COMPANY
(THE "FUND"), THE SHARES OF BENEFICIAL INTEREST IN THE FUND (THE "SHARES"),
DESCRIBED BELOW, UPON THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO
REPURCHASE DATED MARCH 27, 1998, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN
THIS LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "REPURCHASE OFFER"),
AT A PURCHASE PRICE EQUAL TO AN AMOUNT PER SHARE, NET TO THE SELLER IN CASH, OF
100% OF THE NET ASSET VALUE PER SHARE AS DETERMINED BY THE FUND AT THE CLOSE OF
REGULAR TRADING ON THE NEW YORK STOCK EXCHANGE ON MAY 1, 1998 (THE "REPURCHASE
PRICING DATE"), MINUS A REPURCHASE FEE (THE "REPURCHASE FEE") THAT WILL NOT
EXCEED 2% OF NET ASSET VALUE PER SHARE.
SUBJECT TO, AND EFFECTIVE UPON, ACCEPTANCE FOR PAYMENT OF THE SHARES
TENDERED HEREWITH IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS OF
THE OFFER TO REPURCHASE, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS TO,
OR UPON THE ORDER OF, THE FUND ALL RIGHT, TITLE AND INTEREST IN AND TO ALL THE
SHARES THAT ARE BEING TENDERED HEREBY AND THAT ARE BEING ACCEPTED FOR PURCHASE
PURSUANT TO THE OFFER TO REPURCHASE (AND ANY AND ALL DIVIDENDS, DISTRIBUTIONS,
OTHER SHARES OR OTHER SECURITIES OR RIGHTS ISSUED OR ISSUABLE IN RESPECT OF SUCH
SHARES ON OR AFTER APRIL 17, 1998) AND IRREVOCABLY CONSTITUTES AND APPOINTS THE
DEPOSITARY THE TRUE AND LAWFUL AGENT AND ATTORNEY-IN-FACT OF THE UNDERSIGNED
WITH RESPECT TO SUCH SHARES (AND ANY SUCH DIVIDENDS, DISTRIBUTIONS, OTHER SHARES
OR SECURITIES OR RIGHTS), WITH FULL POWER OF SUBSTITUTION (SUCH POWER OF
ATTORNEY BEING DEEMED TO BE AN IRREVOCABLE POWER COUPLED WITH AN INTEREST) TO
(A) DELIVER CERTIFICATES FOR SUCH SHARES (AND ANY SUCH OTHER DIVIDENDS,
DISTRIBUTIONS, OTHER SHARES OR SECURITIES OR RIGHTS) OR TRANSFER OWNERSHIP OF
SUCH SHARES (AND ANY SUCH OTHER DIVIDENDS, DISTRIBUTIONS, OTHER SHARES OR
SECURITIES OR RIGHTS), TOGETHER, IN EITHER SUCH CASE, WITH ALL ACCOMPANYING
EVIDENCES OF TRANSFER AND AUTHENTICITY TO OR UPON THE ORDER OF THE FUND, UPON
RECEIPT BY THE DEPOSITARY, AS THE UNDERSIGNED'S AGENT, OF THE PURCHASE PRICE,
(B) PRESENT SUCH SHARES (AND ANY SUCH OTHER DIVIDENDS, DISTRIBUTIONS, OTHER
SHARES OR SECURITIES OR RIGHTS) FOR TRANSFER ON THE BOOKS OF THE FUND, AND (C)
RECEIVE ALL BENEFITS AND OTHERWISE EXERCISE ALL RIGHTS OF BENEFICIAL OWNERSHIP
OF SUCH SHARES (AND ANY SUCH OTHER DIVIDENDS, DISTRIBUTIONS, OTHER SHARES OR
SECURITIES OR RIGHTS), ALL IN ACCORDANCE WITH THE TERMS OF THE OFFER TO
REPURCHASE.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT: (A) THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE TENDERED
SHARES (AND ANY AND ALL DIVIDENDS, DISTRIBUTIONS, OTHER SHARES OR OTHER
SECURITIES OR RIGHTS ISSUED OR ISSUABLE IN RESPECT OF SUCH SHARES ON OR AFTER
APRIL 17, 1998); (B) WHEN AND TO THE EXTENT THE FUND ACCEPTS THE SHARES FOR
PURCHASE, THE FUND WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE HERETO,
FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES, PROXIES, ENCUMBRANCES OR
OTHER OBLIGATIONS RELATING TO THEIR SALE OR TRANSFER, AND NOT SUBJECT TO ANY
ADVERSE CLAIM; (C) ON REQUEST, THE UNDERSIGNED WILL EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE
<PAGE>
DEPOSITARY OR THE FUND TO BE NECESSARY OR DESIRABLE TO COMPLETE THE SALE,
ASSIGNMENT AND TRANSFER OF THE TENDERED SHARES (AND ANY AND ALL DIVIDENDS,
DISTRIBUTIONS, OTHER SHARES OR SECURITIES OR RIGHTS ISSUED OR ISSUABLE IN
RESPECT OF SUCH SHARES ON OR AFTER APRIL 17, 1998); AND (D) THE UNDERSIGNED HAS
READ AND AGREED TO ALL OF THE TERMS OF THE OFFER TO REPURCHASE AND THIS LETTER
OF TRANSMITTAL.
ALL AUTHORITY CONFERRED OR AGREED TO BE CONFERRED IN THIS LETTER OF
TRANSMITTAL SHALL BE BINDING UPON THE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS,
ADMINISTRATORS AND LEGAL REPRESENTATIVES OF THE UNDERSIGNED AND SHALL NOT BE
AFFECTED BY, AND SHALL SURVIVE, THE DEATH OR INCAPACITY OF THE UNDERSIGNED.
SHARES TENDERED PURSUANT TO THE REPURCHASE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE REPURCHASE REQUEST DATE IN ACCORDANCE WITH SECTION 6,
"SHAREHOLDERS' RIGHT TO WITHDRAW TENDERED SHARES," OF THE OFFER TO REPURCHASE.
AFTER THE REPURCHASE REQUEST DEADLINE, TENDERS MADE PURSUANT TO THE REPURCHASE
OFFER WILL BE IRREVOCABLE.
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
SHARE(S) TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED (ATTACH ADDITIONAL SIGNED SCHEDULE IF
HOLDER(S): NECESSARY)
TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S) TENDERED**
TOTAL SHARES
TENDERED
* NEED NOT BE COMPLETED BY SHAREHOLDERS WHO TENDER SHARES BY BOOK-ENTRY TRANSFER.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES EVIDENCED BY ANY
CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 4.
</TABLE>
THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME
OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT PLAN. ___ YES ___ NO
NOTE: IF YOU DO NOT CHECK EITHER OF THE BOXES ABOVE, UNCERTIFICATED SHARES, IF
ANY, HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT
PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN WILL NOT BE TENDERED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
THE UNDERSIGNED UNDERSTANDS THAT THE VALID TENDER OF SHARES PURSUANT TO ANY
ONE OF THE PROCEDURES DESCRIBED IN SECTION 5, "PROCEDURE FOR TENDERING SHARES,"
OF THE OFFER TO REPURCHASE AND IN THE INSTRUCTIONS HERETO WILL CONSTITUTE A
BINDING AGREEMENT BETWEEN THE UNDERSIGNED AND THE FUND UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER TO REPURCHASE.
THE UNDERSIGNED RECOGNIZES THAT UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE
OFFER TO REPURCHASE, THE FUND MAY NOT BE REQUIRED TO PURCHASE ANY OF THE SHARES
TENDERED HEREBY, OR MAY ACCEPT FOR PURCHASE, PRO RATA WITH SHARES TENDERED BY
OTHER SHAREHOLDERS, FEWER THAN ALL OF THE SHARES TENDERED HEREBY.
UNLESS OTHERWISE INDICATED HEREIN UNDER "SPECIAL PAYMENT INSTRUCTIONS,"
PLEASE ISSUE THE CHECK FOR THE PURCHASE PRICE AND/OR RETURN ANY CERTIFICATES FOR
SHARES NOT TENDERED OR ACCEPTED FOR PAYMENT (AND ACCOMPANYING DOCUMENTS, AS
APPROPRIATE) IN THE NAME(S) OF THE REGISTERED HOLDER(S) APPEARING UNDER
"DESCRIPTION OF SHARES TENDERED." SIMILARLY, UNLESS OTHERWISE INDICATED UNDER
"SPECIAL DELIVERY INSTRUCTIONS," PLEASE MAIL THE CHECK FOR THE PURCHASE PRICE
AND/OR RETURN ANY CERTIFICATES FOR SHARES NOT TENDERED
<PAGE>
OR ACCEPTED FOR PAYMENT (AND ACCOMPANYING DOCUMENTS, AS APPROPRIATE) TO THE
ADDRESS(ES) OF THE REGISTERED HOLDER(S) APPEARING UNDER "DESCRIPTION OF SHARES
TENDERED." IN THE EVENT THAT EITHER THE SPECIAL DELIVERY INSTRUCTIONS OR THE
SPECIAL PAYMENT INSTRUCTIONS ARE COMPLETED, PLEASE ISSUE THE CHECK FOR THE
PURCHASE PRICE AND/OR RETURN SUCH CERTIFICATES TO, THE PERSON OR PERSONS SO
INDICATED. THE UNDERSIGNED RECOGNIZES THAT THE FUND HAS NO OBLIGATION PURSUANT
TO THE SPECIAL PAYMENT INSTRUCTIONS TO TRANSFER ANY SHARES FROM THE NAME OF THE
REGISTERED HOLDER THEREOF IF THE FUND DOES NOT ACCEPT FOR PAYMENT ANY OF THE
SHARES SO TENDERED. THE UNDERSIGNED RECOGNIZES THAT THE SPECIAL PAYMENT
INSTRUCTIONS AND THE SPECIAL DELIVERY INSTRUCTIONS ARE NOT APPLICABLE TO SHARES
TENDERED BY BOOK-ENTRY TRANSFER, NOR TO UNCERTIFICATED SHARES HELD BY THE FUND'S
TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN WHICH MAY BE
TENDERED HEREBY.
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7) (SEE INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF CERTIFICATES FOR TO BE COMPLETED ONLY IF CERTIFICATES FOR
SHARES NOT TENDERED OR NOT PURCHASED SHARES NOT TENDERED OR NOT PURCHASED
AND/OR THE CHECK FOR THE PURCHASE PRICE OF AND/OR THE CHECK FOR THE PURCHASE PRICE OF
SHARES PURCHASED ARE TO BE ISSUED IN THE SHARES PURCHASED ARE TO BE ISSUED IN THE
NAME OF AND SENT TO SOMEONE OTHER THAN THE NAME OF THE UNDERSIGNED, BUT SENT TO
UNDERSIGNED. SOMEONE OTHER THAN THE UNDERSIGNED, OR TO
THE UNDERSIGNED AT AN ADDRESS OTHER THAN
THAT SHOWN ABOVE.
ISSUE / / CHECK / / CERTIFICATE TO: MAIL / / CHECK / / CERTIFICATE TO:
NAME ---------------------------------- NAME ----------------------------------
(PLEASE PRINT) (PLEASE PRINT)
ADDRESS ADDRESS
(CITY, STATE, ZIP CODE) (CITY, STATE, ZIP CODE)
COMPLETE PAYER SUBSTITUTE FORM W-9
(TAXPAYER IDENTIFICATION (SOCIAL SECURITY)
NUMBER)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN.
(SIGNATURES OF SHAREHOLDER(S)) DATED: , 1998
(MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR THE SHARES OR ON A SECURITY POSITION LISTING OR BY PERSON(S)
AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY CERTIFICATE(S) AND DOCUMENTS TRANSMITTED
HEREWITH. IF SIGNATURE IS BY ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE,
GUARDIAN, AGENT, OFFICER OF A CORPORATION OR ANOTHER PERSON ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. SEE INSTRUCTION 5.)
NAME(S)
(PLEASE PRINT)
CAPACITY (FULL TITLE)
ADDRESS
CITY STATE ZIP
CODE
AREA CODE AND TELEPHONE NUMBER
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
AUTHORIZED SIGNATURE(S)
NAME
(PLEASE PRINT)
NAME OF FIRM
ADDRESS
CITY STATE ZIP
CODE
DATED: , 1998
</TABLE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER
1. GUARANTEE OF SIGNATURES. NO SIGNATURE GUARANTEE ON THIS LETTER OF
TRANSMITTAL IS REQUIRED (I) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE
REGISTERED HOLDER OF THE SHARES (WHICH TERM, FOR PURPOSES OF THIS DOCUMENT,
SHALL INCLUDE ANY PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY POSITION
LISTING AS THE OWNER OF SHARES) TENDERED HEREWITH, UNLESS SUCH HOLDER HAS
COMPLETED EITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" OR THE BOX
ENTITLED "SPECIAL PAYMENT INSTRUCTIONS" HEREIN, OR (II) IF SUCH SHARES ARE
TENDERED FOR THE ACCOUNT OF A MEMBER FIRM OF A REGISTERED NATIONAL SECURITIES
EXCHANGE, A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
("NASD") OR A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE, BRANCH OR
AGENCY IN THE UNITED STATES (EACH BEING HEREINAFTER REFERRED TO AS AN "ELIGIBLE
INSTITUTION"). IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL
MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE INSTRUCTION 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY (A) IF CERTIFICATES
ARE TO BE FORWARDED HEREWITH, (B) IF UNCERTIFICATED SHARES HELD BY THE FUND'S
TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN ARE TO BE
TENDERED, OR (C) IF TENDERS ARE TO BE MADE PURSUANT TO THE PROCEDURES FOR
DELIVERY BY BOOK-ENTRY TRANSFER SET FORTH IN SECTION 5, "PROCEDURE FOR TENDERING
SHARES," OF THE OFFER TO REPURCHASE. CERTIFICATES FOR ALL PHYSICALLY TENDERED
SHARES, OR CONFIRMATION OF A BOOK-ENTRY TRANSFER IN THE DEPOSITARY'S ACCOUNT AT
DTC OF SHARES TENDERED BY BOOK-ENTRY TRANSFER, TOGETHER, IN EACH CASE, WITH A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR FACSIMILE THEREOF
WITH ANY REQUIRED SIGNATURE GUARANTEES, AND ANY OTHER DOCUMENTS REQUIRED BY THIS
LETTER OF TRANSMITTAL, SHOULD BE MAILED OR DELIVERED TO THE DEPOSITARY AT THE
APPROPRIATE ADDRESS SET FORTH HEREIN AND MUST BE RECEIVED BY THE DEPOSITARY
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE REPURCHASE REQUEST DEADLINE.
SHAREHOLDERS WHOSE CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT
DELIVER SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE REPURCHASE REQUEST DEADLINE, OR WHOSE SHARES
CANNOT BE DELIVERED ON A TIMELY BASIS PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY
TRANSFER PRIOR TO THE REPURCHASE REQUEST DEADLINE, MAY TENDER THEIR SHARES BY OR
THROUGH ANY ELIGIBLE INSTITUTION BY PROPERLY COMPLETING AND DULY EXECUTING AND
DELIVERING A NOTICE OF GUARANTEED DELIVERY (OR FACSIMILE THEREOF), WHICH MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE REPURCHASE REQUEST DEADLINE, AND BY
OTHERWISE COMPLYING WITH THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN SECTION
5, "PROCEDURE FOR TENDERING SHARES," OF THE OFFER TO REPURCHASE. PURSUANT TO
SUCH PROCEDURES, THE CERTIFICATES FOR ALL PHYSICALLY TENDERED SHARES, OR
CONFIRMATION OF BOOK-ENTRY TRANSFER, AS THE CASE MAY BE, AS WELL AS A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS
REQUIRED BY THIS LETTER OF TRANSMITTAL MUST BE RECEIVED BY THE DEPOSITARY WITHIN
FIVE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER RECEIPT BY THE DEPOSITARY OF
SUCH NOTICE OF GUARANTEED DELIVERY, ALL AS PROVIDED IN SECTION 5, "PROCEDURE FOR
TENDERING SHARES," OF THE OFFER TO REPURCHASE.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND EXCEPT AS OTHERWISE
PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE SHAREHOLDER
HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY
OTHER DOCUMENTS TO BE TIMELY DELIVERED.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED, EXCEPT
AS MAY BE PERMITTED IN THE OFFER TO REPURCHASE. ALL TENDERING SHAREHOLDERS, BY
EXECUTION OF THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), WAIVE ANY RIGHT
TO RECEIVE ANY NOTICE OF THE ACCEPTANCE FOR PAYMENT OF SHARES.
3. INADEQUATE SPACE. IF THE SPACE PROVIDED IS INADEQUATE, THE CERTIFICATE
NUMBERS AND/OR NUMBER OF SHARES SHOULD BE LISTED ON A SEPARATE SIGNED SCHEDULE
ATTACHED HERETO.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (NOT APPLICABLE TO SHAREHOLDERS
WHO TENDER BY BOOK-ENTRY TRANSFER.) IF FEWER THAN ALL THE SHARES EVIDENCED BY
ANY CERTIFICATE SUBMITTED ARE TO BE TENDERED, FILL
<PAGE>
IN THE NUMBER OF SHARES WHICH ARE TO BE TENDERED IN THE COLUMN ENTITLED "NUMBER
OF SHARES TENDERED." IN SUCH CASE, A NEW CERTIFICATE FOR THE REMAINDER OF THE
SHARES EVIDENCED BY THE OLD CERTIFICATE(S) WILL BE ISSUED AND SENT TO THE
REGISTERED HOLDER, UNLESS OTHERWISE SPECIFIED IN THE "SPECIAL PAYMENT
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" BOXES IN THIS LETTER OF
TRANSMITTAL, AS SOON AS PRACTICABLE AFTER THE REPURCHASE REQUEST DEADLINE OF THE
OFFER TO REPURCHASE. ALL SHARES REPRESENTED BY CERTIFICATES LISTED AND DELIVERED
TO THE DEPOSITARY ARE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(A) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF
THE SHARES TENDERED HEREBY, THE SIGNATURE(S) MUST CORRESPOND EXACTLY WITH THE
NAME(S) ON THE FACE OF THE CERTIFICATES.
(B) IF ANY OF THE TENDERED SHARES ARE HELD OF RECORD BY TWO OR MORE JOINT
HOLDERS, ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL.
(C) IF ANY TENDERED SHARES ARE REGISTERED IN DIFFERENT NAMES ON SEVERAL
CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS MANY LETTERS
OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS OF CERTIFICATES.
(D) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF
THE SHARES LISTED AND TRANSMITTED HEREBY, NO ENDORSEMENTS OF CERTIFICATES OR
SEPARATE STOCK POWERS ARE REQUIRED UNLESS PAYMENT IS TO BE MADE, OR THE
CERTIFICATES FOR SHARES NOT TENDERED OR PURCHASED ARE TO BE ISSUED, TO A PERSON
OTHER THAN THE REGISTERED HOLDER(S), IN WHICH CASE THE ENDORSEMENTS OR
SIGNATURES ON THE STOCK POWERS, AS THE CASE MAY BE, MUST BE SIGNED EXACTLY AS
THE NAME(S) OF THE REGISTERED HOLDER(S) APPEAR(S) ON THE CERTIFICATES.
SIGNATURES ON SUCH CERTIFICATES OR STOCK POWERS MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. SEE ALSO INSTRUCTION 1.
(E) IF THIS LETTER OF TRANSMITTAL OR ANY CERTIFICATES OR STOCK POWERS ARE
SIGNED BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, AGENTS,
ATTORNEYS-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, SUCH PERSONS SHOULD SO INDICATE WHEN SIGNING AND MUST
SUBMIT PROPER EVIDENCE SATISFACTORY TO THE FUND OF THEIR AUTHORITY TO SO ACT.
(F) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY A PERSON(S) OTHER THAN THE
REGISTERED HOLDER(S) OF THE CERTIFICATES LISTED AND TRANSMITTED HEREBY, THE
CERTIFICATES MUST BE ENDORSED OR ACCOMPANIED BY APPROPRIATE STOCK POWERS, IN
EITHER CASE SIGNED EXACTLY AS THE NAME OR NAMES OF THE REGISTERED HOLDER(S)
APPEAR ON THE CERTIFICATES. SIGNATURES ON SUCH CERTIFICATES OF STOCK POWERS MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE ALSO INSTRUCTION 1.
6. STOCK TRANSFER TAXES. EXCEPT AS SET FORTH IN THIS INSTRUCTION 6, NO
STOCK TRANSFER TAX STAMPS OR FUNDS TO COVER SUCH STAMPS NEED ACCOMPANY THIS
LETTER OF TRANSMITTAL, AND THE FUND WILL PAY ALL STOCK TRANSFER TAXES, IF ANY,
WITH RESPECT TO THE TRANSFER AND SALE OF SHARES TO IT PURSUANT TO THE OFFER TO
REPURCHASE. IF, HOWEVER, PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR (IN
THE CIRCUMSTANCES PERMITTED BY THE OFFER TO REPURCHASE) IF SHARES NOT TENDERED
OR NOT PURCHASED ARE TO BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE
REGISTERED HOLDER, OR IF TENDERED CERTIFICATES ARE REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN THE PERSON(S) SIGNING THIS LETTER OF TRANSMITTAL, THE AMOUNT
OF ANY STOCK TRANSFER TAXES (WHETHER IMPOSED ON THE REGISTERED HOLDER OR SUCH
OTHER PERSON) PAYABLE ON ACCOUNT OF THE TRANSFER TO SUCH PERSON WILL BE DEDUCTED
FROM THE PURCHASE PRICE UNLESS SATISFACTORY EVIDENCE OF THE PAYMENT OF SUCH
TAXES, OR EXEMPTION THEREFROM, IS SUBMITTED.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. IF CERTIFICATES FOR SHARES
NOT TENDERED OR NOT PURCHASED OR CHECKS ARE TO BE ISSUED IN THE NAME OF A PERSON
OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL OR IF SUCH CERTIFICATES
AND/OR CHECKS ARE TO BE SENT TO SOMEONE OTHER THAN THE PERSON SIGNING THIS
LETTER OF TRANSMITTAL OR TO THE PERSON SIGNING THIS LETTER OF TRANSMITTAL AT AN
ADDRESS OTHER THAN THAT SHOWN ABOVE, THE BOXES CAPTIONED "SPECIAL PAYMENT
INSTRUCTIONS" AND/OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF
TRANSMITTAL SHOULD BE COMPLETED.
8. IRREGULARITIES. ALL QUESTIONS AS TO THE VALIDITY, FORM, ELIGIBILITY
(INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR PAYMENT OF ANY TENDER OF SHARES
WILL BE DETERMINED BY THE FUND, IN ITS SOLE DISCRETION, WHICH DETERMINATION
SHALL BE FINAL AND BINDING. THE FUND RESERVES THE ABSOLUTE RIGHT TO REJECT ANY
OR ALL TENDERS OF ANY PARTICULAR SHARES (I) DETERMINED BY IT NOT TO BE IN PROPER
FORM OR (II) THE ACCEPTANCE OF OR PAYMENT FOR WHICH MAY, IN THE OPINION OF THE
FUND'S COUNSEL, BE UNLAWFUL. THE FUND ALSO RESERVES THE
<PAGE>
ABSOLUTE RIGHT TO WAIVE ANY OF THE CONDITIONS OF THE REPURCHASE OFFER, IN WHOLE
OR IN PART, OR ANY DEFECT OR IRREGULARITY IN TENDER OF ANY PARTICULAR SHARES OR
SHAREHOLDER, AND THE FUND'S INTERPRETATIONS OF THE TERMS AND CONDITIONS OF THE
REPURCHASE OFFER (INCLUDING THESE INSTRUCTIONS) SHALL BE FINAL AND BINDING. NO
TENDER OF SHARES WILL BE DEEMED TO BE PROPERLY MADE UNTIL ALL DEFECTS AND
IRREGULARITIES HAVE BEEN CURED OR WAIVED. NONE OF THE FUND, THE DEPOSITARY, THE
INFORMATION AGENT OR ANY OTHER PERSON SHALL BE OBLIGATED TO GIVE NOTICE OF
DEFECTS OR IRREGULARITIES IN TENDERS, NOR SHALL ANY OF THEM INCUR ANY LIABILITY
FOR FAILURE TO GIVE ANY SUCH NOTICE. UNLESS WAIVED, ANY DEFECTS OR
IRREGULARITIES MUST BE CURED WITHIN SUCH TIME AS THE FUND SHALL DETERMINE.
9. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. REQUESTS FOR ASSISTANCE
SHOULD BE DIRECTED TO, AND ADDITIONAL COPIES OF THE OFFER TO REPURCHASE, THE
NOTICE OF GUARANTEED DELIVERY, THE GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9, AND THIS LETTER OF TRANSMITTAL MAY
BE OBTAINED FROM THE INFORMATION AGENT AT THE ADDRESS SET FORTH AT THE END OF
THIS LETTER OF TRANSMITTAL, OR FROM YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY, OR OTHER NOMINEE. THE INFORMATION AGENT WILL ALSO PROVIDE SHAREHOLDERS,
UPON REQUEST, WITH A CERTIFICATE OF FOREIGN STATUS (FORM W-8).
10. BACKUP WITHHOLDING. EACH SHAREHOLDER THAT DESIRES TO PARTICIPATE IN
THE OFFER TO REPURCHASE MUST, UNLESS AN EXEMPTION APPLIES, PROVIDE THE
DEPOSITARY WITH THE SHAREHOLDER'S TAXPAYER IDENTIFICATION NUMBER ON THE
SUBSTITUTE FORM W-9 SET FORTH IN THIS LETTER OF TRANSMITTAL, WITH THE REQUIRED
CERTIFICATIONS UNDER PENALTIES OF PERJURY. IF THE SHAREHOLDER IS AN INDIVIDUAL,
THE TAXPAYER IDENTIFICATION NUMBER IS HIS SOCIAL SECURITY NUMBER. IF THE
DEPOSITARY IS NOT PROVIDED WITH THE CORRECT TAXPAYER IDENTIFICATION NUMBER, THE
SHAREHOLDER MAY BE SUBJECT TO A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE
SERVICE IN ADDITION TO BEING SUBJECT TO BACKUP WITHHOLDING.
IF BACKUP WITHHOLDING APPLIES, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF
ANY PAYMENT MADE TO THE SHAREHOLDER WITH RESPECT TO SHARES PURCHASED PURSUANT TO
THE OFFER TO REPURCHASE. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER,
THE FEDERAL INCOME TAX LIABILITY OF A PERSON SUBJECT TO BACKUP WITHHOLDING MAY
RESULT IN AN OVERPAYMENT OF TAXES FOR WHICH THE PERSON MAY OBTAIN A REFUND FROM
THE INTERNAL REVENUE SERVICE.
CERTAIN SHAREHOLDERS (INCLUDING, AMONG OTHERS, MOST CORPORATIONS AND CERTAIN
FOREIGN PERSONS) ARE EXEMPT FROM BACKUP WITHHOLDING REQUIREMENTS. TO QUALIFY AS
AN EXEMPT RECIPIENT ON THE BASIS OF FOREIGN STATUS, A SHAREHOLDER MUST SUBMIT A
PROPERLY EXECUTED CERTIFICATE OF FOREIGN STATUS (FORM W-8), SIGNED UNDER
PENALTIES OF PERJURY, ATTESTING TO THE SHAREHOLDER'S EXEMPT STATUS. GENERALLY, A
FOREIGN SHAREHOLDER WILL BE ABLE TO AVOID BACKUP WITHHOLDING WITH RESPECT TO
PAYMENTS THAT ARE CONSIDERED MADE IN EXCHANGE FOR TENDERED SHARES ONLY IF HE (1)
IS NEITHER A CITIZEN NOR A RESIDENT OF THE UNITED STATES, (2) HAS NOT BEEN AND
REASONABLY DOES NOT EXPECT TO BE PRESENT IN THE UNITED STATES FOR A PERIOD
AGGREGATING 183 DAYS OR MORE DURING THE CALENDAR YEAR, AND (3) REASONABLY
EXPECTS NOT TO BE ENGAGED IN A TRADE OR BUSINESS WITHIN THE UNITED STATES TO
WHICH THE GAIN ON THE SALE OF THE SHARES WOULD BE EFFECTIVELY CONNECTED.
SOMEWHAT DIFFERENT REQUIREMENTS APPLY IN THE CASE OF FOREIGN SHAREHOLDER COVERED
BY TAX TREATIES.
A SHAREHOLDER SHOULD CONSULT HIS TAX ADVISER AS TO HIS QUALIFICATION FOR
EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR
OBTAINING AN EXEMPTION.
<PAGE>
SHAREHOLDERS ARE REQUIRED TO GIVE THE DEPOSITARY THE TAXPAYER IDENTIFICATION
NUMBER OF THE RECORD OWNER OF THE SHARES. IF THE SHARES ARE REGISTERED IN MORE
THAN ONE NAME OR ARE NOT IN THE NAME OF THE ACTUAL OWNER, CONSULT THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9.
<TABLE>
<S> <C> <C>
NAME: ACCOUNT NUMBER(S) (OPTIONAL)
ADDRESS:
PART 1 -- PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR
TIN IN THE BOX AT RIGHT AND EMPLOYER IDENTIFICATION NUMBER
CERTIFY
SUBSTITUTE BY SIGNING AND DATING BELOW.
FORM W-9
DEPARTMENT OF THE TREASURY PART 2 -- FOR PAYEES EXEMPT
INTERNAL REVENUE SERVICE FROM BACKUP WITHHOLDING: SEE
ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9," PAGE 2.
PAYER'S REQUEST FOR PART 3 -- CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY
THAT:
TAXPAYER 1. THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TIN (OR I AM
IDENTIFICATION NUMBER WAITING FOR A TIN TO BE ISSUED TO ME), AND
2. I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM
("TIN") EXEMPT FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT BEEN
AND CERTIFICATION NOTIFIED BY THE INTERNAL REVENUE SERVICE ("IRS") THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO
REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING.
CERTIFICATION INSTRUCTIONS. -- YOU MUST CROSS OUT ITEM 2 ABOVE
IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY
SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
SIGNATURE DATE
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE
A TAXPAYER IDENTIFICATION NUMBER
<TABLE>
<S> <C> <C>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY, UNDER PENALTIES OF PERJURY, THAT A TIN HAS NOT BEEN ISSUED TO ME AND EITHER
(A) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TIN TO THE APPROPRIATE IRS
CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B) I INTEND TO MAIL OR DELIVER SUCH
AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TIN WITHIN
SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD
UNTIL I PROVIDE A TIN.
SIGNATURE DATE
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO REPURCHASE. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF
(TOGETHER WITH CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON APRIL 17, 1998, AT THE APPROPRIATE ADDRESS SET
FORTH BELOW:
THE DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
FACSIMILE COPY NUMBER:
(781) 794-6333
CONFIRM BY TELEPHONE:
(781) 794-6388
FOR ACCOUNT INFORMATION CALL:
(800) 426-5523
<TABLE>
<S> <C> <C>
BY FIRST CLASS MAIL: BY OVERNIGHT COURIER OR BY HAND:
EXPRESS MAIL:
STATE STREET BANK AND TRUST STATE STREET BANK AND TRUST SECURITIES TRANSFER &
COMPANY COMPANY REPORTING SERVICES, INC.
CORPORATE REORGANIZATION CORPORATE REORGANIZATION C/O BOSTON EQUISERVE LP
P.O. BOX 9573 70 CAMPANELLI DRIVE 55 BROADWAY
BOSTON, MA 02205-9573 BRAINTREE, MA 02184 3RD FLOOR
NEW YORK, NY 10006
</TABLE>
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THIS LETTER
OF TRANSMITTAL, THE OFFER TO REPURCHASE, THE NOTICE OF GUARANTEED DELIVERY AND
OTHER DOCUMENTS MAY BE DIRECTED TO THE INFORMATION AGENT AT ITS TELEPHONE NUMBER
AND LOCATION LISTED BELOW. SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER,
COMMERCIAL BANK OR TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE CONCERNING THE
REPURCHASE OFFER.
THE INFORMATION AGENT FOR THE REPURCHASE OFFER IS:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 STATE STREET, NEW YORK, NY 10004
1-800-733-8481 EXT. 464
FAX: (212) 248-2727
<PAGE>
OFFER BY
G.T. GLOBAL EASTERN EUROPE FUND
TO REPURCHASE FOR CASH
UP TO 5% OF ITS SHARES OF
BENEFICIAL INTEREST
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON APRIL 17, 1998,
("REPURCHASE REQUEST DEADLINE")
THIS REPURCHASE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO
REPURCHASE AND IN THE LETTER OF TRANSMITTAL.
MARCH 27, 1998
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
WE ARE ENCLOSING HEREWITH THE MATERIAL LISTED BELOW RELATING TO THE OFFER OF
G.T. GLOBAL EASTERN EUROPE FUND, A MASSACHUSETTS BUSINESS TRUST REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AS A CLOSED-END, NON-DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY (THE "FUND"), TO PURCHASE UP TO 5% OF ITS
OUTSTANDING SHARES OF BENEFICIAL INTEREST (THE "SHARES") UPON THE TERMS AND
CONDITIONS SET FORTH IN THE OFFER TO REPURCHASE DATED MARCH 27, 1998 AND IN THE
RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "REPURCHASE
OFFER"). THE PRICE TO BE PAID FOR THE SHARES IS AN AMOUNT PER SHARE, NET TO THE
SELLER IN CASH, EQUAL TO 100% OF THE NET ASSET VALUE PER SHARE AS DETERMINED BY
THE FUND AT THE CLOSE OF REGULAR TRADING ON THE NEW YORK STOCK EXCHANGE ON MAY
1, 1998 (THE "REPURCHASE PRICING DATE"), MINUS A REPURCHASE FEE (THE "REPURCHASE
FEE") NOT TO EXCEED 2% OF NET ASSET VALUE PER SHARE.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD SHARES
REGISTERED IN YOUR NAME (OR IN THE NAME OF YOUR NOMINEE) OR WHO HOLD SHARES
REGISTERED IN THEIR OWN NAMES. PLEASE BRING THE REPURCHASE OFFER TO THEIR
ATTENTION AS PROMPTLY AS POSSIBLE. NO FEES OR COMMISSION WILL BE PAYABLE TO
BROKERS, DEALERS OR OTHER PERSONS FOR SOLICITING TENDERS OF SHARES PURSUANT TO
THE OFFER. THE FUND WILL, HOWEVER, UPON REQUEST, REIMBURSE YOU FOR REASONABLE
AND CUSTOMARY MAILING AND HANDLING EXPENSES INCURRED BY YOU IN FORWARDING ANY OF
THE ENCLOSED MATERIALS TO YOUR CLIENTS. THE FUND WILL PAY ALL TRANSFER TAXES ON
ITS PURCHASE OF SHARES, SUBJECT TO INSTRUCTION 6, "STOCK TRANSFER TAXES," OF THE
LETTER OF TRANSMITTAL. HOWEVER, BACKUP WITHHOLDING AT A 31% RATE MAY BE REQUIRED
UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION
INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 13, "FEDERAL INCOME TAX
CONSEQUENCES," OF THE OFFER TO REPURCHASE AND INSTRUCTION 10, "BACKUP
WITHHOLDING," OF THE LETTER OF TRANSMITTAL.
FOR YOUR INFORMATION AND FOR FORWARDING TO YOUR CLIENTS, WE ARE ENCLOSING
THE FOLLOWING DOCUMENTS:
1. A LETTER TO SHAREHOLDERS OF THE FUND FROM WILLIAM J. GUILFOYLE, CHAIRMAN
OF THE BOARD AND PRESIDENT OF THE FUND;
2. THE OFFER TO REPURCHASE DATED MARCH 27, 1998;
3. THE LETTER OF TRANSMITTAL FOR YOUR USE AND TO BE PROVIDED TO YOUR
CLIENTS;
4. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9;
5. NOTICE OF GUARANTEED DELIVERY;
6. FORM OF LETTER TO CLIENTS WHICH MAY BE SENT TO YOUR CLIENTS FOR WHOSE
ACCOUNTS YOU HOLD SHARES REGISTERED IN YOUR NAME (OR IN THE NAME OF YOUR
NOMINEE); AND
7. RETURN ENVELOPE ADDRESSED TO THE DEPOSITARY.
<PAGE>
THE REPURCHASE OFFER IS NOT BEING MADE TO HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE REPURCHASE OFFER WOULD NOT
BE IN COMPLIANCE WITH THE LAW.
AS DESCRIBED IN THE OFFER TO REPURCHASE UNDER SECTION 5, "PROCEDURE FOR
TENDERING SHARES," TENDERS MAY BE MADE WITHOUT THE CONCURRENT DEPOSIT OF STOCK
CERTIFICATES IF (1) SUCH TENDERS ARE MADE BY OR THROUGH A BROKER OR DEALER THAT
IS A MEMBER FIRM OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR A COMMERCIAL BANK OR TRUST
COMPANY HAVING AN OFFICE, BRANCH, OR AGENCY IN THE UNITED STATES; AND (2)
CERTIFICATES FOR SHARES (OR A CONFIRMATION OF A BOOK-ENTRY TRANSFER OF SUCH
SHARES INTO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY), TOGETHER
WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, ARE RECEIVED BY THE DEPOSITARY
WITHIN FIVE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER RECEIPT BY THE DEPOSITARY
OF A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY.
AS DESCRIBED IN THE OFFER TO REPURCHASE, IF MORE THAN 5% OF THE FUND'S
OUTSTANDING SHARES ARE DULY TENDERED PRIOR TO THE REPURCHASE REQUEST DEADLINE,
THE FUND WILL EITHER (1) REPURCHASE ALL OF THE ADDITIONAL SHARES TENDERED, IF
THE AMOUNT OF SUCH ADDITIONAL SHARES DOES NOT EXCEED 2% OF THE FUND'S
OUTSTANDING SHARES, OR (2) REPURCHASE SHARES TENDERED ON A PRO RATA BASIS.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
ADDITIONAL COPIES OF THE ENCLOSED MATERIAL MAY BE OBTAINED FROM THE
INFORMATION AGENT AT THE APPROPRIATE ADDRESS AND TELEPHONE NUMBER SET FORTH IN
THE OFFER TO REPURCHASE. ANY QUESTIONS YOU HAVE WITH RESPECT TO THE REPURCHASE
OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT AT ITS ADDRESS AND TELEPHONE
NUMBERS SET FORTH IN THE OFFER TO REPURCHASE.
VERY TRULY YOURS,
G.T. GLOBAL EASTERN EUROPE FUND
[/S/ HELGE KRIST LEE]
HELGE KRIST LEE
SECRETARY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF G.T. GLOBAL EASTERN EUROPE FUND, THE
INFORMATION AGENT, OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE
REPURCHASE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE
STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.
2
<PAGE>
OFFER BY
G.T. GLOBAL EASTERN EUROPE FUND
TO REPURCHASE FOR CASH
UP TO 5% OF ITS SHARES OF
BENEFICIAL INTEREST
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON APRIL 17, 1998,
("REPURCHASE REQUEST DEADLINE")
THIS REPURCHASE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO
REPURCHASE AND IN THE LETTER OF TRANSMITTAL.
MARCH 27, 1998
TO OUR CLIENTS:
ENCLOSED FOR YOUR CONSIDERATION IS THE OFFER TO REPURCHASE, DATED MARCH 27,
1998, OF G.T. GLOBAL EASTERN EUROPE FUND, A MASSACHUSETTS BUSINESS TRUST
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AS A
CLOSED-END, NON-DIVERSIFIED MANAGEMENT INVESTMENT COMPANY (THE "FUND"), AND A
RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "REPURCHASE
OFFER"), PURSUANT TO WHICH THE FUND IS OFFERING TO REPURCHASE UP TO 5% OF ITS
OUTSTANDING SHARES OF BENEFICIAL INTEREST (THE "SHARES"), UPON THE TERMS AND THE
CONDITIONS SET FORTH IN THE REPURCHASE OFFER.
THE OFFER TO REPURCHASE AND THE LETTER OF TRANSMITTAL ARE BEING FORWARDED TO
YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY
US FOR YOUR ACCOUNT. WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
YOUR ATTENTION IS CALLED TO THE FOLLOWING:
(1) THE PURCHASE PRICE TO BE PAID FOR THE SHARES IS AN AMOUNT PER SHARE,
NET TO THE SELLER IN CASH, EQUAL TO 100% OF THE NET ASSET VALUE PER SHARE AS
DETERMINED BY THE FUND AT THE CLOSE OF REGULAR TRADING ON THE NEW YORK STOCK
EXCHANGE ON MAY 1, 1998 (THE "REPURCHASE PRICING DATE"), MINUS A REPURCHASE
FEE (THE "REPURCHASE FEE") NOT TO EXCEED 2% OF NET ASSET VALUE PER SHARE.
THROUGH THE REPURCHASE REQUEST DEADLINE, THE CURRENT NET ASSET VALUE OF FUND
SHARES CAN BE OBTAINED FROM SHAREHOLDER COMMUNICATIONS CORPORATION, THE
FUND'S INFORMATION AGENT, BY CALLING 1-800-733-8481 EXT. 464.
(2) THE REPURCHASE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF
SHARES BEING TENDERED.
(3) IF THE REPURCHASE OFFER IS NOT SUSPENDED OR POSTPONED, THE FUND WILL
PURCHASE ALL SHARES VALIDLY TENDERED PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE REPURCHASE REQUEST DEADLINE, PROVIDED THAT THE NUMBER OF SHARES
TENDERED BY ALL STOCKHOLDERS DOES NOT EXCEED 5% OF THE FUND'S OUTSTANDING
SHARES. IN THE EVENT THAT MORE THAN 5% OF THE FUND'S OUTSTANDING SHARES ARE
TENDERED, THE FUND WILL EITHER (1) INCREASE THE NUMBER OF SHARES THAT THE
FUND IS OFFERING TO REPURCHASE BY AN AMOUNT NOT TO EXCEED 2% OF THE SHARES
OUTSTANDING ON THE REPURCHASE REQUEST DEADLINE, OR (2) PURCHASE 5% OF THE
FUND'S OUTSTANDING SHARES ON A PRO RATA BASIS, PROVIDED, HOWEVER, THAT THE
FUND MAY (I) ACCEPT ALL SHARES TENDERED BY SHAREHOLDERS WHO OWN,
BENEFICIALLY OR OF RECORD, NOT MORE THAN 99 SHARES AND WHO TENDER ALL OF
THEIR SHARES, BEFORE PRORATING SHARES TENDERED BY OTHERS; AND (II) ACCEPT BY
LOT SHARES TENDERED BY SHAREHOLDERS WHO TENDER ALL SHARES HELD BY THEM AND
WHO, WHEN TENDERING THEIR SHARES, ELECT TO HAVE EITHER ALL OR NONE OR AT
LEAST A MINIMUM SPECIFIED AMOUNT OR NONE ACCEPTED, IF THE FUND FIRST ACCEPTS
ALL SHARES TENDERED BY SHAREHOLDERS WHO DO NOT SO ELECT.
(4) TENDERING SHAREHOLDERS WILL NOT BE OBLIGATED TO PAY BROKERAGE
COMMISSIONS OR, SUBJECT TO INSTRUCTION 6, "STOCK TRANSFER TAXES," OF THE
LETTER OF TRANSMITTAL, STOCK TRANSFER TAXES ON THE PURCHASE OF SHARES BY THE
FUND PURSUANT TO THE REPURCHASE OFFER.
<PAGE>
(5) YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED IN AMPLE TIME BEFORE THE
REPURCHASE REQUEST DEADLINE TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, PLEASE SO INSTRUCT
US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH
BELOW. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO US IS ENCLOSED. IF YOU
AUTHORIZE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS
OTHERWISE SPECIFIED BELOW. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS
PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER.
THE REPURCHASE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE REPURCHASE OFFER WOULD NOT BE IN COMPLIANCE WITH APPLICABLE
LAW.
NEITHER THE FUND NOR THE BOARD OF TRUSTEES IS MAKING ANY RECOMMENDATION TO
ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE
REPURCHASE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE REPURCHASE
OFFER AND RELATED MATERIALS CAREFULLY.
INSTRUCTIONS
THE UNDERSIGNED ACKNOWLEDGE(S) RECEIPT OF YOUR LETTER, AND THE ENCLOSED
OFFER TO REPURCHASE DATED MARCH 27, 1998 AND LETTER OF TRANSMITTAL, RELATING TO
THE REPURCHASE OFFER BY G.T. GLOBAL EASTERN EUROPE FUND (THE "FUND") TO
REPURCHASE UP TO 5% OF ITS OUTSTANDING SHARES OF BENEFICIAL INTEREST (THE
"SHARES").
THIS WILL INSTRUCT YOU TO TENDER TO THE FUND THE NUMBER OF SHARES INDICATED
BELOW (WHICH ARE HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED), UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO REPURCHASE AND IN THE
RELATED LETTER OF TRANSMITTAL THAT YOU HAVE FURNISHED TO THE UNDERSIGNED.
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
/ / ALL SHARES HELD FOR THE UNDERSIGNED;
OR
/ / __________ SHARES
(ENTER NUMBER OF SHARES TO BE TENDERED.)
SIGNATURE BOX
____________________________________
____________________________________
(SIGNATURE(S))
_______________________________
_______________________________
_______________________________
(PLEASE PRINT NAME(S) AND ADDRESS HERE)
AREA CODE AND TELEPHONE NO. ______________________________
_______________________________
TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER
DATE: ____________, 1998
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF BENEFICIAL INTEREST OF
G.T. GLOBAL EASTERN EUROPE FUND
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED TO ACCEPT
THE REPURCHASE OFFER (AS DEFINED BELOW) IF A SHAREHOLDER'S CERTIFICATES FOR
SHARES OF BENEFICIAL INTEREST (THE "SHARES") OF G.T. GLOBAL EASTERN EUROPE FUND
ARE NOT IMMEDIATELY AVAILABLE OR TIME WILL NOT PERMIT THE LETTER OF TRANSMITTAL
AND OTHER REQUIRED DOCUMENTS TO BE DELIVERED TO THE DEPOSITARY ON OR BEFORE 5:00
P.M., NEW YORK CITY TIME, APRIL 17, 1998 (THE "REPURCHASE REQUEST DEADLINE").
SUCH FORM MAY BE DELIVERED BY HAND OR TRANSMITTED BY TELEGRAM, TELEX, FACSIMILE
TRANSMISSION OR MAIL TO THE DEPOSITARY, AND MUST BE RECEIVED BY THE DEPOSITARY
ON OR BEFORE THE REPURCHASE REQUEST DEADLINE. SEE SECTION 5, "PROCEDURE FOR
TENDERING SHARES," OF THE OFFER TO REPURCHASE.
THE DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
FACSIMILE COPY NUMBER: (781) 794-6333
CONFIRM BY TELEPHONE: (781) 794-6388
FOR ACCOUNT INFORMATION CALL: (800) 426-5523
<TABLE>
<S> <C> <C>
BY FIRST CLASS MAIL: BY OVERNIGHT COURIER OR BY HAND:
STATE STREET BANK AND EXPRESS MAIL: SECURITIES TRANSFER &
TRUST COMPANY STATE STREET BANK AND REPORTING SERVICES, INC.
CORPORATE REORGANIZATION TRUST COMPANY C/O BOSTON EQUISERVE LP
P.O. BOX 9573 CORPORATE REORGANIZATION 55 BROADWAY
BOSTON, MA 02205-9573 70 CAMPANELLI DRIVE 3RD FLOOR
BRAINTREE, MA 02184 NEW YORK, NY 10006
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
LADIES AND GENTLEMEN:
THE UNDERSIGNED HEREBY TENDERS TO G.T. GLOBAL EASTERN EUROPE FUND (THE
"FUND"), UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN ITS OFFER TO
REPURCHASE DATED MARCH 27, 1998 AND THE RELATED LETTER OF TRANSMITTAL (WHICH
TOGETHER CONSTITUTE THE "REPURCHASE OFFER"), RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE NUMBER OF SHARES SET FORTH ON THE REVERSE SIDE PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES SET FORTH IN SECTION 5, "PROCEDURE FOR TENDERING
SHARES," OF THE OFFER TO REPURCHASE.
NUMBER OF SHARES TENDERED: __________
<TABLE>
<S> <C>
CERTIFICATE NOS. (IF AVAILABLE): NAME(S) OF RECORD HOLDER(S):
SHARES WILL BE TENDERED BY BOOK-ENTRY ADDRESS:
TRANSFER:
/ / YES AREA CODE AND TELEPHONE NUMBER:
/ / NO TAXPAYER IDENTIFICATION (SOCIAL SECURITY)
ACCOUNT NUMBER: NUMBER:
</TABLE>
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN
THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO
THE FUND'S DIVIDEND REINVESTMENT PLAN:
__ YES __ NO
(NOTE: IF NEITHER OF THESE BOXES IS CHECKED, ANY SUCH UNCERTIFICATED SHARES
WILL NOT BE TENDERED.)
<TABLE>
<S> <C>
DATED: , 1998
SIGNATURE(S)
</TABLE>
GUARANTEE
THE UNDERSIGNED, A MEMBER FIRM OF A REGISTERED NATIONAL SECURITIES EXCHANGE,
A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR A
COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE, BRANCH, OR AGENCY IN THE
UNITED STATES, HEREBY (I) GUARANTEES TO DELIVER TO THE DEPOSITARY CERTIFICATES
REPRESENTING THE SHARES TENDERED HEREBY, IN PROPER FORM FOR TRANSFER (OR TENDER
SHARES PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER INTO THE DEPOSITARY'S
ACCOUNT AT THE DEPOSITORY TRUST COMPANY TOGETHER WITH A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) WITH ANY REQUIRED
SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS, WITHIN FIVE NEW YORK
STOCK EXCHANGE TRADING DAYS AFTER THE DATE OF RECEIPT HEREOF BY THE DEPOSITARY,
AND (II) REPRESENTS THAT SUCH TENDER OF SHARES COMPLIES WITH RULE 14E-4 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
<TABLE>
<S> <C>
NAME OF FIRM:
(AUTHORIZED SIGNATURE)
ADDRESS: NAME:
(PLEASE PRINT)
TITLE:
CITY STATE ZIP CODE
AREA CODE AND TEL. NO.: DATED: , 1998
</TABLE>
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
2
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
- -- Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<C> <S> <C>
- -------------------------------------------------------------
GIVE THE SOCIAL
SECURITY
NUMBER OF --
FOR THIS TYPE OF ACCOUNT:
- -------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gifts to
Minors Act; Uniform
Transfers to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable The
savings trust account grantor-trustee(1)
(grantor is also
trustee)
b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
- -------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION NUMBER
OF --
FOR THIS TYPE OF ACCOUNT:
- -------------------------------------------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity(5)
pension trust account
10. Corporate account The corporation
11. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
account
12. Partnership account held in The partnership
the name of the business
13. A broker or registered The broker or nominee
nominee account
14. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local
government, school
district, or prison) that
receives agricultural
program payments
</TABLE>
<TABLE>
<C> <S> <C>
- -------------------------------------------------------------
- -------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's Social Security number.
(4) Show the name of the owner. You may also enter your business or "doing
business as" name. You must use either your Social Security number or
Employer Identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number ("TIN") or you do not know
your TIN, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), at the local office of the Social Security Administration or Form
SS-4, Application for Employer Identification Number (for business and all other
entities), at the Internal Revenue Service and apply for a TIN.
If you do not have a TIN, write "Applied For" in the space for the TIN, sign and
date the form, and give it to the payer. Generally, you will then have 60 days
to get a TIN and give it to the payer. If the payer does not receive your TIN
within 60 days, backup withholding, if applicable, will begin and continue until
you furnish your TIN.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on certain payments include
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a),
an individual retirement plan, or a custodial account under section
403(b)(7).
- The United States or any agency or instrumentality
thereof.
- A State, the District of Columbia, a possession of the
United States, or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- An international organization, or any agency or
instrumentality thereof.
- A registered dealer in securities or commodities
registered in the United States or a possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under section
584(a).
- An exempt charitable remainder trust, or a non-exempt
trust described in section 4947(a)(1).
- An entity registered at all times during the tax year under
the Investment Company Act of 1940.
- A foreign central bank of issue.
- A middleman known in the investment community as a
nominee or listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding
under section 1441.
- Payments to partnerships not engaged in a trade or
business in the United States and which have at least one nonresident
partner.
- Payments of patronage dividends where the amount
received is not paid in money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by
individuals. NOTE: You may be subject to backup withholding if this interest
is $600 or more and is paid in the course of the payer's trade or business
and you have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-
interest dividends under section 852).
- Payments described in section 6049(b)(5) to non-
resident aliens.
- Payments on tax-free covenant bonds under
section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE THIS FORM TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other income to give a TIN to a payer who must report the payments
to the Internal Revenue Service. The Internal Revenue Service uses the TIN for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the TIN whether or not recipients are required to file tax
returns. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a TIN to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your TIN to a payer, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause and not to willful
neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties, including
fines and/or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE
