G T GLOBAL DEVELOPING MARKETS FUND INC, PRE 14A, 1995-05-05

G T GLOBAL DEVELOPING MARKETS FUND INC
PRE 14A, 1995-05-05

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant / /

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

[LOGO]

G. T. GLOBAL DEVELOPING MARKETS FUND, INC.
50 California Street
27th Floor
San Francisco, CA 94111

DEAR STOCKHOLDER:

Attached is the Notice and Proxy Statement for the Annual Meeting of
Stockholders of G.T. Global Developing Markets Fund, Inc. (the "Fund") to be
held on June 21, 1995. There are three matters on which you, the Stockholder,
are being asked to vote: (i) the election of the Fund's Directors; (ii) approval
of the Fund's Investment Management Contract and Administration Contract with
G.T. Capital Management, Inc. ("G.T. Capital"), and (iii) the ratification of
the selection of independent accountants.

The Fund's Board of Directors unanimously recommends that you vote to
approve each of the proposals as set forth in the enclosed Proxy Statement.

To help the Fund avoid the substantial costs of further proxy
solicitations, please complete the proxy and return it as soon as possible in
the enclosed postage paid envelope even if you plan to attend the meeting.

Sincerely yours,

DAVID A. MINELLA
Chairman of the Board
and President

May 18, 1995
<PAGE> 3

G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
50 California Street
San Francisco, California 94111

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 21, 1995

To the Stockholders of the G.T. Global Developing Markets Fund, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of the G.T. Global Developing Markets Fund, Inc. (the "Fund") will be
held at 50 California Street, San Francisco, California on June 21, 1995 at 3:00
p.m., Pacific time. At the Meeting, you and the other stockholders of the Fund
will be asked to consider and vote:

1. To elect the Fund's Board of Directors;

2. To approve or disapprove the Investment Management Contract and the
Administration Contract between the Fund and G.T. Capital
Management, Inc. ("G.T. Capital");

3. To ratify the selection of Coopers & Lybrand L.L.P., independent
accountants, as auditors for the Fund for its fiscal year ending
December 31, 1995; and

4. To transact such other business as may properly come before the
Meeting or at any adjournments thereof.

Stockholders of record at the close of business on April 28, 1995, are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. We sincerely hope you can attend the Meeting.
However, whether or not you will attend, we urge you to COMPLETE, SIGN AND
RETURN PROMPTLY THE ENCLOSED PROXY so that a quorum will be present and a
maximum number of shares may be voted.

By Order of the Board of Directors

HELGE K. LEE
Vice President and Secretary

San Francisco, California
May 18, 1995

YOUR VOTE IS VERY IMPORTANT. BY PROMPTLY MARKING, SIGNING AND RETURNING THE
ENCLOSED PROXY YOU WILL HELP YOUR FUND AVOID THE SUBSTANTIAL ADDITIONAL EXPENSES
OF MAKING FURTHER SOLICITATIONS.
<PAGE> 4

PROXY STATEMENT

G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
50 California Street
San Francisco, California 94111
(415) 392-6181

ANNUAL MEETING OF STOCKHOLDERS
June 21, 1995

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of G.T. Global Developing Markets Fund, Inc.
(the "Fund"). These proxies are to be used at the Annual Meeting of Stockholders
and any adjournments thereof (collectively, the "Meeting") to be held at the
offices of the Fund, 50 California Street, 27th Floor, San Francisco, California
94111, on June 21, 1995, at 3:00 p.m. Pacific time. Each stockholder will be
entitled to one non-cumulative vote for each share owned on all matters to come
before the Meeting. Only stockholders of record at the close of business on
April 28, 1995 ("Stockholders") are entitled to notice of and to vote at the
Meeting. Each Stockholder is entitled to one vote on each Board of Director
position to be filled at the Meeting, on each other proposal and on each other
matter brought before the Stockholders at the Meeting. Copies of this Proxy
Statement and the accompanying Proxy were first sent to such Stockholders on or
about May 18, 1995.

If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the Stockholders. Executed
proxies that are unmarked will be voted in favor of each of the Proposals
described in this Proxy Statement. Any proxy given pursuant to this solicitation
may be revoked at any time before its exercise by giving written notice to the
Secretary of the Fund or by attending the Meeting and voting in person. In
addition, the issuance of a subsequent proxy will automatically revoke any prior
proxy. Solicitation may be made by mail, telephone, telegraph, telecopy and
personal interviews. Authorization to execute proxies may be obtained by
telephonic or electronically transmitted instructions.

If, by the time scheduled for the Meeting, a quorum is not present or if a
quorum is present but sufficient votes in favor of any of the Proposals
described in the Proxy Statement are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. A majority of the shares entitled to vote at the
Meeting shall constitute a quorum at the Meeting. Any such adjournment will
require the affirmative vote of a majority of the shares present in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of any such adjournment those proxies which instruct
them to vote in favor of any of the Proposals to be considered at the adjourned
meeting, and will vote against any such adjournment those proxies which instruct
them to vote against or to abstain from voting on all of the Proposals to be
considered at the adjourned meeting.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted as shares present
for purposes of determining whether a quorum is present but will not be voted
for or against any proposal or adjournment with respect to such proposal.
Accordingly, abstentions and broker non-votes effectively will be a vote against
adjournment or against any proposal where the required vote is a percentage of
the shares present. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal.

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<PAGE> 5

At the record date, there were 36,416,667 shares of the Fund's common stock
outstanding. To the knowledge of the Fund's management, as of the record date,
no current Director of the Fund owned 1% or more of the Fund's outstanding
common stock. To the knowledge of the Fund's management, as of the record date,
the officers and Directors of the Fund owned, as a group, 200 shares of the
Fund's common stock, representing less than 1% of the Fund's outstanding common
stock. To the knowledge of the Fund's management, as of the record date, there
are no persons owning beneficially more than 5% of the Fund's outstanding common
stock.

PROPOSAL I: ELECTION OF DIRECTORS

The Fund's Directors are listed below.

It is the intention of the proxyholders named in the accompanying form of
proxy to vote such proxy FOR the election of the nominees listed below unless
the Stockholder specifically indicates in his or her proxy desire to withhold
authority to vote for any nominee. The affirmative vote of the holders of a
majority of the Fund's shares voting at the Meeting is required to elect each
nominee. Stockholders of the Fund do not have cumulative voting rights with
respect to the election of the Directors. The Board of Directors does not
contemplate that any of the nominees, who have consented to being nominated,
will be unable to serve as Directors for any reason, but if that should occur
prior to the Meeting, the proxies will be voted for such other nominee(s) as the
Board of Directors may recommend. If elected, each nominee will hold office
until the next annual meeting of Stockholders or until his/her successor is duly
elected and qualified.

Each nominee has served as a Director since the Fund's commencement of
operations on January 11, 1994. Mr. Minella is an "interested person" of the
Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act"),
by virtue of his employment by G.T. Capital, the Fund's investment manager and
administrator.

2
<PAGE> 6

INFORMATION REGARDING NOMINEES FOR ELECTION AT 1995 ANNUAL MEETING

<TABLE>
<CAPTION>
SHARES OF THE
FUND
BENEFICIALLY
OWNED
DIRECTLY OR
INDIRECTLY
NAME, AGE, BUSINESS EXPERIENCE POSITION(S) WITH THE ON APRIL 28,
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 1995
- - ----------------------------------------------------- ---------------------- ----------------
<S> <C> <C>
C. Derek Anderson, Age 54 Director --
Chairman of Anderson Capital Management, Inc. (a San
Francisco-based investment advisory firm) from 1988
to present; Chairman, Plantagent Holdings, Ltd.
from 1991 to present; Director, Munsingwear, Inc.;
Director, American Heritage Group, Inc.; T.C.
Higgins, Inc. and various other companies. Mr.
Anderson also is a director or trustee of each of the
other investment companies registered under the 1940
Act that is managed or administered by G.T. Capital.

Frank S. Bayley, Age 55 Director 100
A partner of the law firm of Baker & McKenzie, and
serves as Director and Chairman of C.D. Stinson
Company (a private investment company) and a Trustee
of the Seattle Art Museum. Mr. Bayley also is a
director or trustee of each of the other investment
companies registered under the 1940 Act that is
managed or administered by G.T. Capital.

Arthur C. Patterson, Age 51 Director --
Managing Partner of Accel Partners, a venture capital
firm. Mr. Patterson also serves as a director of
various computing and software companies. Mr.
Patterson also is a director or trustee of each of
the other investment companies registered under the
1940 Act that is managed or administered by G.T.
Capital.

Ruth H. Quigley, Age 60 Director 100
Private investor. From 1984 to 1986, she was
President of Quigley Friedlander & Co., Inc., a
financial advisory services firm. Miss Quigley also
is a director or trustee of each of the other
investment companies registered under the 1940 Act
that is managed or administered by G.T. Capital.

David A. Minella, Age 42 Chairman of the Board, --
Director of BIL GT Group Limited, (the holding Director and President
company of the various international G.T. companies)
since 1990; Director and President of G.T. Capital
since 1989; Director and the President of G.T.
Global Financial Services, Inc. ("G.T. Global"),
a registered broker/dealer and distributor of the
open-end G.T. Global Mutual Funds, since 1987;
Director and President of G.T. Global Investor
Services, Inc. ("G.T. Services"), transfer agent of
the G.T. Global Mutual Funds, since 1990; and
Director and President of G.T. Global Insurance
Agency, Inc. since 1992. Mr. Minella also is a
director or trustee of each of the other investment
companies registered under the 1940 Act that is
managed or administered by G.T. Capital.
</TABLE>

3
<PAGE> 7

The above information is provided with respect to each Director's business
experience during at least the past five years. Corresponding information with
respect to the executive officers of the Fund is provided below. See "Executive
Officers of the Fund."

The Board of Directors has an Audit Committee comprised of Miss Quigley and
Messrs. Anderson, Bayley and Patterson. The purpose of the Audit Committee is to
oversee the annual audit of the Fund and review the performance of the Fund's
independent accountants. During the Fund's initial fiscal period January 11,
1994 to December 31, 1994, the Audit Committee met once.

The Fund pays each Director who is not a director, officer or employee of
G.T. Capital or any affiliated company an annual fee of $5,000, plus $300 for
each meeting of the Board or any committee of the Board attended by such
Director and reimburses travel and other out-of-pocket expenses incurred in
connection with attending Board meetings. For the Fund's initial fiscal period
January 11, 1994 to December 31, 1994, the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Fund, in the aggregate received
fees and expense reimbursements totalling $32,293. Mr. Minella received no
compensation from the Fund. There were five meetings of the Board of Directors
held during the initial fiscal period, and each of the Directors attended all
such meetings.

The table below includes certain information relating to the compensation
of the Fund's Directors for the fiscal year ended December 31, 1994.

COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ESTIMATED COMPENSATION
COMPENSATION ACCRUED AS ANNUAL FROM THE
FROM PART OF THE BENEFITS UPON FUND AND THE
NAME OF PERSON, POSITION THE FUND FUND'S EXPENSES RETIREMENT FUND COMPLEX
- - ------------------------------------- ------------ --------------- -------------- ------------
<S> <C> <C> <C> <C>
C. Derek Anderson.................... $8,323 N/A N/A $ 86,261
Frank S. Bayley...................... $8,461 N/A N/A $ 91,279
David A. Minella..................... N/A N/A N/A N/A
Arthur C. Patterson.................. $7,677 N/A N/A $ 74,492
Ruth Q. Quigley...................... $7,832 N/A N/A $ 78,665
</TABLE>

Recommendation and Required Vote

An affirmative vote of a majority of the shares present at the Meeting in
person or by proxy and entitled to vote thereon is required for the election of
Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE DIRECTORS LISTED
IN PROPOSAL NO. 1.

4
<PAGE> 8

PROPOSAL 2: APPROVAL OR DISAPPROVAL OF THE INVESTMENT MANAGEMENT
CONTRACT AND THE ADMINISTRATION CONTRACT

The Investment Management Contract

Pursuant to the terms of the Investment Management Contract between G.T.
Capital and the Fund dated January 6, 1994 (the "Management Contract"), G.T.
Capital: formulates the Fund's investment program; makes all decisions with
respect to the Fund's purchases and sales of securities, currencies and other
assets; makes all determinations with respect to hedging the Fund's portfolio;
oversees the maintenance of all books and records with respect to the Fund's
securities transactions; and oversees the computation of the net asset value and
the net income of the Fund. A complete copy of the Management Contract is
included in these materials as Exhibit A. The summary of the Management Contract
provided below is qualified in its entirety by reference to the Management
Contract.

Pursuant to the Management Contract the Fund pays management fees to G.T.
Capital, computed weekly and paid monthly, at the annualized rate of 1.40% of
the Fund's average weekly net assets. This management fee rate is higher than
the investment management fees paid by most management investment companies,
including those that invest in foreign markets. For the fiscal period January
11, 1994 (commencement of operations) through December 31, 1994, the Fund paid
management fees to G.T. Capital in the amount of $6,568,021.

During the term of the Management Contract, the Fund will bear all expenses
incurred in its operations not specifically assumed by G.T. Capital. These
expenses include, but are not limited to, the following: the cost (including
brokerage commissions, if any) of securities purchased or sold by the Fund and
any losses incurred in connection therewith; fees payable to and expenses
incurred on behalf of the Fund by G.T. Capital under the Management Contract;
expenses of organizing the Fund; filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
and/or state securities law and maintaining such registrations and
qualifications; fees and salaries payable to the Fund's Directors who are not
parties to the Management Contract or interested persons of any such party; all
expenses incurred in connection with such Directors' services, including travel
expenses; taxes (including any income or franchise taxes) and governmental fees;
costs of any liability, uncollectible items of deposit and other insurance and
fidelity bonds; any costs, expenses or losses arising out of a liability or
claim for damages or other relief asserted against the Fund for violation of any
law; legal, accounting and auditing expenses, including legal fees of special
counsel for the Directors; charges of custodians, transfer agents, pricing
agents and other agents; costs of preparing share certificates; expenses of
setting in type, printing and mailing prospectuses and supplements thereto,
statements of additional information, reports and proxy materials for existing
shareholders; any extraordinary expenses (including fees and disbursements of
counsel, costs of actions, suits or proceedings to which the Fund is a party and
the expenses the Fund may incur as a result of its legal obligation to provide
indemnification to its Directors, officers, employees and agents) incurred by
the Fund; fees, voluntary assessments and other expenses incurred in connection
with membership in investment company organizations; costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; the cost of investment company literature and other
publications provided by the Fund to its Directors and officers; and costs of
mailing, stationery and communications equipment. To the extent G.T. Capital
incurs any cost or performs any services which are an obligation of the Fund,
the Fund shall promptly reimburse G.T. Capital for such costs and expenses. G.T.
Capital's voluntary payment or assumption of any Fund expense for which G.T.
Capital is not required to pay or assume pursuant to the Management

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<PAGE> 9

Contract shall not obligate G.T. Capital to pay or assume the same or any
similar Fund expense on any subsequent occasion.

The Management Contract was initially approved by the Fund's Board of
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Fund or G.T. Capital, at a meeting
on December 14, 1993, and was last approved by the Board, including a majority
of the non-interested Directors, on June 15, 1994. The Management Contract was
approved by G.T. Capital, as the Fund's initial Stockholder, on January 4, 1994.
If the Management Contract is approved by Stockholders, it will continue in
effect thereafter for successive periods not to exceed one year, provided that
such continuance is specifically approved at least annually by: (i) the Fund's
Board of Directors or by a vote of a majority of the Fund's outstanding voting
securities; and (ii) a vote of a majority of the Directors who are not parties
to the Management Contract or "interested persons" (as defined in the 1940 Act)
of any such party.

The Management Contract is terminable at any time, without the payment of
any penalty: (i) by vote of a majority of the Fund's outstanding securities on
60 days' written notice to G.T. Capital; or (ii) by a vote of a majority of the
Board of Directors, on behalf of the Fund; or (iii) by G.T. Capital at any time,
without the payment of any penalty on 60 days' written notice to the Fund. The
Management Contract automatically terminates in the event of its assignment, as
defined in the 1940 Act. The Management Contract provides that G.T. Capital
shall not be liable to the Fund for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
contract relates, except a loss resulting from G.T. Capital's willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
from reckless disregard by G.T. Capital of its duties and obligations
thereunder.

The Board's Consideration and Recommendation of the Management Contract

In reaching its decision to approve the Management Contract, the Fund's
Board of Directors reviewed the information and documentation provided to it by
G.T. Capital and considered such factors as it deemed pertinent. These factors
included, among others: (i) the Fund's management fee rate compared to the level
of comparable fees paid by other mutual funds; (ii) the quality and nature of
services provided by G.T. Capital to the Fund and the costs to G.T. Capital of
providing such services; (iii) the costs borne by G.T. Capital in providing
services of all types to the Fund; (iv) the historical profit and loss
experience of G.T. Capital in providing services to the Fund; (v) the importance
to G.T. Capital and the Fund of G.T. Capital remaining financially strong and
attracting and competitively compensating its personnel; and (vi) the Fund's
performance as compared to the performance of relevant market indices and
competing mutual funds.

The Board also considered the fact that consistent with the interests of
the Fund, G.T. Capital may select brokers to execute the Fund's portfolio
transactions on the basis of the research services they provide to G.T Capital
for its use in managing the Fund and its other advisory accounts. Such services
may include: furnishing analysis, reports and information concerning issuers,
industries, securities, geographic regions, economic factors and trends,
portfolio strategy, and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). Research and brokerage services received from such brokers are in
addition to, and not in lieu of, the services required to be performed by G.T
Capital under the Management Contract. A commission paid to such broker may be
higher than that which another qualified broker would have charged for effecting
the same transaction, provided that G.T Capital determines in good faith that:
such commission is reasonable in terms either of that particular transaction or
the overall responsibility of G.T. Capital to the Fund and its other clients;
and the total commissions paid by the Fund will be reasonable in relation to the
benefits received by the Fund over the long-

6
<PAGE> 10

term. Research services may also be received from dealers who execute Fund
transactions in over-the-counter markets.

G.T. Capital may allocate brokerage transactions to broker/dealers who have
entered into arrangements under which the broker/dealer allocates a portion of
the commissions paid by the Fund toward payment of the Fund's expenses, such as
transfer agent and custodian fees.

Required Vote

The 1940 Act requires that the Management Contract be approved by a
majority of the Fund's outstanding voting securities. Approval of the Management
Contract by a "majority of the Fund's outstanding voting securities" means
approval by the lesser of (i) more than 50% of the Fund's outstanding shares or
(ii) 67% or more of the Fund's shares present at the Meeting if the holders of
at least 50% of the outstanding shares are present or represented by proxy. In
the event that the Management Contract is not approved by Stockholders, the
Fund's Board of Directors would consider the situation and formulate or consider
plans with regard to the provision of investment management services to the
Fund. G.T. Capital has stated that it has no intention to serve without
compensation as investment manager of the Fund for an indefinite period of time.

The Administration Contract

Pursuant to the terms of the Administration Contract between G.T. Capital
and the Fund, G.T. Capital supervises all aspects of the Fund's non-investment
operations, including the oversight of transfer agency, custodial, pricing and
accounting services; provides the Fund with such corporate, administrative and
clerical personnel (including officers of the Fund) and services as are
reasonably deemed necessary or advisable by the Fund's Board of Directors;
arranges, but does not pay, for the preparation and filing of the Fund's
Prospectus, proxy materials, tax returns and other required reports, with the
appropriate federal or state regulatory authorities and provides the Fund with
adequate office space and necessary office equipment and services.

Pursuant to the Administration Contract, the Fund pays administration fees
to G.T. Capital, computed weekly and paid monthly, at the annualized rate of
0.25% of the Fund's average weekly net assets. For the fiscal period January 11,
1994 (commencement of operations) to December 31, 1994, the Fund paid
administration fees to G.T. Capital in the amount of $809,339. A complete copy
of the Administration Contract is included in these materials as Exhibit B.

During the term of the Administration Contract, the Fund will bear all
expenses incurred in its operations not specifically assumed by G.T. Capital.
These expenses include, but are not limited to, the following: the cost
(including brokerage commissions, if any) of securities purchased or sold by the
Fund and any losses incurred in connection therewith; fees payable to and
expenses incurred on behalf of the Fund by G.T. Capital under the Administration
Contract; expenses of organizing the Fund; filing fees and expenses relating to
the registration and qualification of the Fund's shares under federal and/or
state securities laws and maintaining such registrations and qualifications;
fees and salaries payable to the Fund's Directors who are not parties to the
Administration Contract or interested persons of any such party; all expenses
incurred in connection with such Directors' services, including travel expenses;
taxes (including any income or franchise taxes) and governmental fees; costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; any costs, expenses or losses arising out of a liability of or claim for
damages or other relief asserted against the Fund for violation of any law;
legal, accounting and auditing expenses, including legal fees of special counsel
for the Directors; charges of custodians, transfer agents, pricing agents and
other agents; costs of preparing

7
<PAGE> 11

share certificates; expenses of setting in type, printing and mailing
prospectuses and supplements thereto, statements of additional information,
reports and proxy materials for existing shareholders; any extraordinary
expenses (including fees and disbursements of counsel, costs of actions, suits
or proceedings to which the Fund is a party and the expenses the Fund may incur
as a result of its legal obligation to provide indemnification to its officers,
Directors, employees and agents) incurred by the Fund; fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; costs of mailing and tabulating proxies and
costs of meetings of shareholders, the Board and any committees thereof; the
cost of investment company literature and other publications provided by the
Fund to its Directors and officers; and costs of mailing, stationery and
communications equipment. To the extent G.T. Capital incurs any cost or performs
any services which are an obligation of the Fund, the Fund shall promptly
reimburse G.T. Capital for such costs and expenses. G.T. Capital's voluntary
payment or assumption of any Fund expense for which G.T. Capital is not required
to pay or assume pursuant to the Administration Contract shall not obligate G.T.
Capital to pay or assume the same or any similar Fund expense on any subsequent
occasion.

The Administration Contract was initially approved by the Fund's Board of
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Fund or G.T. Capital, at a meeting
on December 14, 1993, and was last approved by the Board, including a majority
of the non-interested Directors, on June 15, 1994. The Administration Contract
was approved by G.T. Capital, as the Fund's initial Stockholder, on January 4,
1994. If the Administration Contract is approved by Stockholders, it will
continue in effect thereafter for successive periods not to exceed one year,
provided that such continuance is specifically approved at least annually by:
(i) the Fund's Board of Directors, or by a vote of a majority of the Fund's
outstanding voting securities; and (ii) a vote of a majority of the Directors
who are not parties to the Management Agreement or "interested persons" (as
defined in the 1940 Act) of any such party.

The Administration Contract is terminable at any time, without the payment
of any penalty: (i) by vote of a majority of the Fund's outstanding shares on 60
days' written notice to G.T. Capital; or (ii) by a vote of a majority of the
Board of Directors, on behalf of the Fund; or (iii) by G.T. Capital at any time,
without the payment of any penalty on 60 days' written notice to the Fund. The
Administration Contract automatically terminates in the event of its assignment,
as defined in the 1940 Act. The Administration Contract provides that G.T.
Capital shall not be liable to the Fund for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with matters to which
this contract relates, except a loss resulting from G.T. Capital's willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
from reckless disregard by G.T. Capital of its duties and obligations
thereunder.

Required Vote

The 1940 Act requires that the Administration Contract be approved by a
majority of the Fund's outstanding voting securities. Approval of the
Administration Contract by a "majority of the Fund's outstanding voting
securities" means approval by the lesser of (i) more than 50% of the Fund's
outstanding shares or (ii) 67% or more of the Fund's shares present at the
Meeting if the holders of at least 50% of the outstanding shares are present or
represented by proxy. In the event that the Administration Contract is not
approved by Stockholders, the Fund's Board of Directors would consider the
situation and formulate or consider plans with regard to the provision of
administration services to the Fund. G.T. Capital has stated that it has no
intention to serve without compensation as administrator of the Fund for an
indefinite period of time.

8
<PAGE> 12

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE TO APPROVE THE INVESTMENT MANAGEMENT CONTRACT
AND THE ADMINISTRATION CONTRACT

Information Regarding G.T. Capital

G.T. Capital is the U.S. member of the G.T. Group, an international
advisory organization established in 1969 for the purpose of rendering
international portfolio management services to both institutional and individual
clients. As of April 1, 1995, aggregate assets under G.T. Group management
exceeded $20.6 billion, of which more than $ billion was invested in the
securities of non-U.S. issuers. G.T. Capital was established in San Francisco in
1974 and maintains offices at 50 California Street, San Francisco, California
94111. In addition to the San Francisco office, the G.T. Group maintains
investment offices in London, Hong Kong, Tokyo, Toronto and Sydney.

G.T. Capital and the other companies in the G.T. Group are indirect
subsidiaries of BIL GT Group AG ("BIL GT Holdings"), a financial services
holding company. BIL GT Holdings in turn is controlled by the Prince of
Liechtenstein Foundation, which serves as the parent organization for the
various business enterprises of the Princely Family of Liechtenstein. The
principal business address for BIL GT Group AG and the Prince of Liechtenstein
Foundation is Herrengasse 12, FL-9490, Vaduz, Liechtenstein.

In addition to the investment management services and administration
services it provides to the Fund, G.T. Capital presently also serves as
investment manager and/or administrator to each of the nineteen open-end G.T.
Global Mutual Funds, as well as the closed-end G.T. Greater Europe Fund, the
shares of which are listed on the New York Stock Exchange, the G.T. Chile Growth
Fund Ltd., an offshore closed-end Fund, the shares of which are listed on the
London International Stock Exchange, and the G.T. Global Variable Investment
Funds, the underlying funding vehicles for variable annuity contracts of
participating insurance companies, including the G.T. Global Allocator, a
flexible premium variable annuity contract issued by General American Life
Insurance Company. The rates and assets levels for each such Fund are indicated
below.

<TABLE>
<CAPTION>
NET ASSETS AS OF
APRIL 28, 1995
G.T. GLOBAL OPEN-END MUTUAL FUNDS (IN 000S) FEE SCHEDULE
- - ------------------------------------- ------------------ -------------------------------------
<S> <C> <C>
G.T. Global Worldwide Growth Fund $ 206,886 First $500 million at .975%
G.T. Global International Growth Fund 444,738 Next $500 million at .95%
G.T. Global Emerging Markets Fund 550,705 Next $500 million at .925%
G.T. Global Europe Growth Fund 665,831 In excess of $1.5 billion .90% of
G.T. Latin America Growth Fund 404,734 average daily net assets
G.T. Global Japan Growth Fund 105,762
G.T. Global Health Care Fund 443,160
G.T. Global Telecommunications Fund 2,433,270
G.T. Global Growth & Income Fund 649,709
G.T. Global New Pacific Growth Fund 518,253
G.T. Global America Growth Fund 552,506 First $500 million at .725%
Next $500 million at .70%
Next $500 million at .675%
In excess of $1.5 billion .65% of
average daily net assets
</TABLE>

9
<PAGE> 13

Global High Income Portfolio 323,327 First $500 million at .475%
Next $1.0 billion at .45%
Next $1.0 billion at .425%
In excess of $2.5 billion, 40% of
average daily net assets
Plus 2% adjusted total investment
income

G.T. Global High Income Fund 323,327 .25% of average daily net assets

Global Financial Services Portfolio 6,204 First $500 million at .725%
Global Infrastructure Portfolio 86,462 Next $500 million at .70%
Global Natural Resources Portfolio 30,926 Next $500 million at .675%
Global Consumer Products and Services 2,121 In excess of $1.5 billion, .65% of
Portfolio average daily net assets

G.T. Global Financial Services Fund 6,204 .25% of average daily net assets
G.T. Global Infrastructure Fund 86,462 .25% of average daily net assets
G.T. Global Natural Resources Fund 30,926 .25% of average daily net assets
G.T. Global Consumer Products and 2,121 .25% of average daily net assets
Services Fund

G.T. Global Dollar Fund 254,313 .50% of average daily net assets
</TABLE>

<TABLE>
<CAPTION>
NET ASSETS AS OF
APRIL 28, 1995
G.T. GLOBAL CLOSED-END MUTUAL FUNDS (IN 000S) FEE SCHEDULE
- - ------------------------------------- ------------------ -------------------------------------
<S> <C> <C>
G.T. Greater Europe Fund 220,488 1.25% of average weekly net assets
G.T. Chile Growth Fund Ltd. 1.50% of average monthly net assets
</TABLE>

<TABLE>
<CAPTION>
NET ASSETS AS OF
APRIL 28, 1955
G.T. GLOBAL VARIABLE INVESTMENT FUNDS (IN 000S) FEE SCHEDULE
- - ------------------------------------- ------------------ -------------------------------------
<S> <C> <C>
G.T. Global:
Variable Strategic Income Fund 22,272 0.75% of average daily net assets
Variable Global Government Income 10,603
Fund
Variable U.S. Government Income 4,079
Fund
Variable America Fund 27,547
</TABLE>

10
<PAGE> 14

<TABLE>
<CAPTION>
NET ASSETS AS OF
APRIL 28, 1955
G.T. GLOBAL VARIABLE INVESTMENT FUNDS (IN 000S) FEE SCHEDULE
- - ------------------------------------- ------------------ -------------------------------------
<S> <C> <C>
Variable Growth & Income Fund 26,937 1.00% of average daily net assets
Variable Latin America Fund 21,699
Variable Telecommunications Fund 36,820
Variable Europe Fund 14,279
Variable New Pacific Fund 18,640
Variable Infrastructure Fund 352
Variable Natural Resources Fund 230

Variable International Fund 3,229
Variable Emerging Markets Fund 6,805
Money Market Fund 16,216 0.50% of average daily net assets
</TABLE>

The Principal Executive Officers and Directors of G.T. Capital

The name and principal occupation during the past five years of the
principal executive officers and Directors of G.T. Capital are provided below.
The business address of each individual listed is 50 California Street, San
Francisco, California 94111.

David A. Minella is a Director and the Chairman of the Board and President of
G.T. Capital. Information about Mr. Minella is provided above.

F. Christian Wignall has been Senior Vice President, Chief Investment
Officer--Global Equities and a Director of G.T. Capital since 1987, and Chairman
of the Investment Policy Committee of the affiliated international G.T.
companies since 1990.

Helge K. Lee has been Senior Vice President, General Counsel and Secretary of
G.T. Capital, G.T. Global and G.T. Services since May, 1994. Mr. Lee was the
Senior Vice President, General Counsel and Secretary of Strong/Corneliuson
Management, Inc. and Secretary of each of the Strong Funds from October, 1991
through May, 1994. For more than five years prior to October, 1991, he was a
shareholder in the law firm of Godfrey & Kahn, S.C., Milwaukee, Wisconsin.

James R. Tufts has been Senior Vice President--Finance of G.T. Capital, G.T.
Global and G.T. Services since 1994. Prior thereto, Mr. Tufts was Vice
President--Finance of G.T. Capital and G.T. Services since 1990; and a Director
of G.T. Capital, G.T. Global and G.T. Services since 1991.

Gary Kreps has been Vice President, Chief Investment Officer--Global Fixed
Income and a Director of G.T. Capital since 1992. Prior to joining G.T. Capital,
Mr. Kreps was Senior Vice President of the Putnam Companies from 1988 to 1992.

Earl A. Malm has been Senior Vice President--Institutional Marketing of G.T.
Capital since 1994. Prior thereto, Mr. Malm was Vice President--Institutional
Marketing from 1990 to 1994, and a Director of G.T. Capital since 1991. Prior
thereto, he was Western Operations Manager of G.E. Supply Company.

11
<PAGE> 15

Sonaya M. Betterton has been a portfolio manager of G.T. Capital since 1986, and
a Director of G.T. Capital since 1990.

Edward R. Gomoll has been a portfolio manager of G.T. Capital since 1987, and a
Director of G.T. Capital since 1991. Prior to 1987, Mr. Gomoll held various
research and analyst positions in the securities industry.

Executive Officers of the Fund

The executive officers of the Fund are listed below. The business address
of each officer is 50 California Street, San Francisco, California 94111.

David A. Minella, age 42, is President of the Fund. Additional information about
Mr. Minella is provided above.

Helge K. Lee, age 49, is Senior Vice President and Secretary of the Fund.
Additional information about Mr. Lee is provided above.

F. Christian Wignall, age 39, is Vice President and Chief Investment
Officer--Global Equity Investments of the Fund. Additional information about Mr.
Wignall is provided above.

Gary Kreps, age 41, is Vice President and Chief Investment Officer--Global Fixed
Income Investments of the Fund. Additional information about Mr. Kreps is
provided above.

James R. Tufts, age 37, is Vice President, Treasurer and Chief Financial Officer
of the Fund. Additional information about Mr. Tufts is provided above.

Kenneth R. Chancey, age 49, is Vice President and Chief Accounting Officer of
the Fund since 1992. Mr. Chancey was Vice President of Putnam Fiduciary Trust
Company from 1989 to 1992, and Assistant Vice President of Fidelity Service Co.
prior thereto.

Peter R. Guarino, age 36, is Assistant Secretary of the Fund. From 1989 to 1991,
Mr. Guarino was an attorney at The Dreyfus Corporation. Prior thereto, he was
associated with Colonial Management Associates, Inc.

PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS

At a meeting called for the purpose of such selection, the firm of Coopers
& Lybrand L.L.P. was selected by the Fund's Board of Directors, including the
Directors who are not "interested persons" (as defined in the 1940 Act), as the
independent accountants to audit the books and the accounts of the Fund for the
fiscal year ending December 31, 1995, and to include its opinion in financial
statements filed with the Securities and Exchange Commission. The Board of
Directors has directed the submission of this selection to the Fund's
Stockholders for ratification. Coopers & Lybrand L.L.P. has advised the Board of
Directors that it has no financial interest in the Fund. For the Fund's initial
fiscal period January 11, 1994 through December 31, 1994 the professional
services rendered by Coopers & Lybrand L.L.P. included the issuance of an
opinion on the financial statements of the Fund and an opinion on other reports
of the Fund filed with the Securities and

12
<PAGE> 16

Exchange Commission. Representatives of Coopers & Lybrand L.L.P. are not
expected to be present at the Meeting, but have been given the opportunity to
make a statement if they so desire and will be available should any matter arise
requiring their presence.

Recommendation and Required Vote

In order to ratify the selection of auditors, the affirmative vote of the
holders of a majority of the Fund's shares voting at the Meeting in person or by
proxy is required.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P.

GENERAL INFORMATION

Stockholder Proposals

The Meeting is an annual meeting of Stockholders. Any Stockholder who
wishes to submit a proposal for consideration at the Fund's next annual
Stockholder meeting should submit such proposal to the Fund no later than
January 19, 1996.

Solicitation of Proxies

The Fund will request broker/dealer firms, custodians, nominees and
fiduciaries to forward proxy material to the beneficial owners of the shares
held of record by such persons. The Fund may reimburse such broker/dealer firms,
custodians, nominees and fiduciaries for their reasonable expenses incurred in
connection with such proxy solicitation. In addition to the solicitation of
proxies by mail, officers of the Fund and employees of G.T. Capital, without
additional compensation, may solicit proxies in person or by telephone. The
costs associated with such solicitation and the Meeting will be borne by the
Fund.

The Fund has retained D. F. King & Co., Inc., a professional proxy
solicitation firm, to assist in the solicitation of Proxies. If the Fund does
not receive your Proxy within the next month, you may receive a telephone call
from this firm requesting you to vote. The Fund estimates that D. F. King & Co.,
Inc. will be paid fees of approximately $5,000 in connection with the
solicitation.

Brokerage Commissions

For the fiscal period January 11, 1994 through December 31, 1994, the Fund
paid aggregate brokerage commissions of $2,832,000, which represented .625% of
the Fund's net assets. No commissions were paid to affiliated brokers during
1994.

Other Matters to Come Before the Meeting

The Fund's Board of Directors does not know of any matters to be presented
at the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the Proxyholders will vote
thereon in accordance with their best judgment.

13
<PAGE> 17

Reports to Stockholders

The Fund will furnish to Stockholders, without charge, a copy of the most
recent Annual Report and a copy of the most recent Semi-Annual Report succeeding
such Annual Report, if any, on request. Requests for such Reports may be made by
writing to the Fund at 50 California Street, 27th Floor, San Francisco,
California 94111, or by calling the Fund toll-free, 1-800-824-1580.

IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-
ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

By Order of the Board of Directors

HELGE K. LEE
Secretary

May 18, 1995

14
<PAGE> 18

EXHIBIT A

INVESTMENT MANAGEMENT CONTRACT
BETWEEN
G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
AND
G.T. CAPITAL MANAGEMENT, INC.

Contract made as of January 6, 1994, between G.T. Global Developing Markets
Fund, Inc., a Maryland Corporation ("Fund"), and G.T. Capital Management, Inc.,
a California corporation ("G.T. Capital").

WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a closed-end management investment company, and intends
to offer for public sale shares of its Common Stock; and

WHEREAS the Fund desires to retain G.T. Capital as investment manager to
furnish certain investment advisory and portfolio management services to the
Fund, and G.T. Capital is willing to furnish such services;

NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints G.T. Capital as investment
manager of the Fund for the period and on the terms set forth in this Contract.
G.T. Capital accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.

2. DUTIES AS INVESTMENT MANAGER.

(a) Subject to the supervision of the Fund's Board of Directors ("Board"),
G.T. Capital will provide a continuous investment program for the Fund,
including investment research and management with respect to all securities and
investments and cash equivalents of the Fund. G.T. Capital will determine from
time to time what securities and other investments will be purchased, retained
or sold by the Fund and the brokers and dealers through whom trades will be
executed.

(b) G.T. Capital agrees that in placing orders with brokers and dealers it
will attempt to obtain the best net results in terms of price and execution.
Consistent with this obligation, G.T. Capital may, in its discretion, purchase
and sell portfolio securities to and from brokers and dealers who sell shares of
the Common Stock of the Fund or who provide the Fund or G.T. Capital's other
clients with research, analysis, advice and similar services. G.T. Capital may
pay to brokers and dealers, in return for research and analysis, a higher
commission or spread than may be charged by other brokers and dealers, subject
to G.T. Capital's determining in good faith that such commission or spread is
reasonable in terms either of the particular transaction or of the overall
responsibility of G.T. Capital to the Fund and its other clients, and that the
total commissions or spreads paid by the Fund will be reasonable in relation to
the benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to G.T. Capital or any affiliated person
thereof except in accordance with the federal securities laws and the rules and
regulations thereunder. Whenever G.T. Capital simultaneously places orders to
purchase or sell the same security on behalf of the Fund and one or more other
accounts advised by G.T. Capital, such orders will be allocated as to price and
amount among all such accounts in a manner believed to be equitable to each
account. The Fund recognizes that in some cases this procedure may adversely
affect the results obtained for the Fund.

A-1
<PAGE> 19

(c) G.T. Capital will oversee the maintenance of all books and records with
respect to the securities transactions of the Fund and will furnish the Board
with such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, G.T. Capital
hereby agrees that all records which it maintains for the Fund are the property
of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Fund and which are required
to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund upon
request by the Fund.

(d) G.T. Capital will oversee the computation of the net asset value and
the net income of the Fund as described in the currently effective registration
statement of the Fund under the Securities Act of 1933, as amended, and the 1940
Act and any supplements thereto ("Registration Statement") or as more frequently
requested by the Board.

3. FURTHER DUTIES. In all matters relating to the performance of this
Contract, G.T. Capital will act in conformity with the Articles of
Incorporation, Bylaws and Registration Statement of the Fund and with the
instructions and directions of the Board, and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations.

4. DELEGATION OF G.T. CAPITAL'S DUTIES AS INVESTMENT MANAGER. With respect
to the Fund, G.T. Capital may enter into contracts with a sub-adviser
("Sub-Advisory Contract") in which G.T. Capital delegates to such sub-adviser
the performance of any or all of the services specified in Paragraph 2 of this
Contract, provided that (i) each Sub-Advisory Contract imposes on the
sub-adviser bound thereby, all the duties and conditions to which G.T. Capital
is subject with respect to the delegated services under Paragraphs 2 and 3 of
this Contract; (ii) each Sub-Advisory Contract meets all requirements of the
1940 Act and rules thereunder; and (iii) G.T. Capital shall not enter into a
Sub-Advisory Contract unless it is approved by the Board prior to
implementation.

5. SERVICES NOT EXCLUSIVE. The services furnished by G.T. Capital
hereunder are not to be deemed exclusive and G.T. Capital shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of G.T. Capital, who may also be a
Director, officer or employee of the Fund, to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.

6. EXPENSES.

(a) During the term of this Contract, the Fund will bear all expenses
incurred in its operations which are not specifically assumed by G.T. Capital.

A-2
<PAGE> 20

and other insurance and fidelity bonds; (ix) any costs, expenses or losses
arising out of a liability or claim for damages or other relief asserted against
the Fund for violation of any law; (x) legal, accounting and auditing expenses,
including legal fees of special counsel for the Independent Directors; (xi)
charges of custodians, transfer agents, pricing agents and other agents; (xii)
costs of preparing share certificates; (xiii) expenses of setting in type,
printing and mailing prospectuses and supplements thereto, statements of
additional information, reports and proxy materials for existing shareholders;
(xiv) any extraordinary expenses (including fees and disbursements of counsel,
costs of actions, suits or proceedings to which the Fund is a party and the
expenses the Fund may incur as a result of its legal obligation to provide
indemnification to its Directors, officers, employees and agents) incurred by
the Fund; (xv) fees, voluntary assessments and other expenses incurred in
connection with membership in investment company organizations; (xvi) costs of
mailing and tabulating proxies and costs of meetings of shareholders, the Board
and any committees thereof; (xvii) the cost of investment company literature and
other publications provided by the Fund to its Directors and officers; and
(xviii) costs of mailing, stationery and communications equipment.

(c) G.T. Capital will assume the cost of any compensation for services
provided to the Fund received by the officers of the Fund and by the Directors
of the Fund who are not Independent Directors.

(d) The payment or assumption by G.T. Capital of any expense of the Fund
that G.T. Capital is not required by this Contract to pay or assume shall not
obligate G.T. Capital to pay or assume the same or any similar expense of the
Fund on any subsequent occasion.

7. COMPENSATION.

(a) For the services provided under this Contract, the Fund will pay G.T.
Capital a fee, computed weekly and paid monthly, at the annualized rate of 1.40%
of the Fund's average weekly net assets.

(b) The fee shall be computed weekly and paid monthly to G.T. Capital on or
before the last business day of the next succeeding calendar month.

(c) If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.

8. LIMITATION OF LIABILITY OF G.T. CAPITAL AND INDEMNIFICATION. G.T.
Capital shall not be liable, and the Fund shall indemnify G.T. Capital and its
directors, officers and employees, for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by the Fund in
connection with the matters to which this Contract relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
G.T. Capital in the performance by G.T. Capital of its duties or from reckless
disregard by G.T. Capital of its obligations and duties under this Contract. Any
person, even though also an officer, partner, employee, or agent of G.T.
Capital, who may be or become a Director, officer, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting with
respect to any business of the Fund, to be rendering such service to or acting
solely for the Fund and not as an officer, partner, employee, or agent or one
under the control or direction of G.T. Capital even though paid by it.

9. DURATION AND TERMINATION.

(a) This Contract shall become effective upon the date written above,
provided that this Contract shall not take effect with respect to the Fund
unless it has first been approved (i) by a vote of a majority of the

A-3
<PAGE> 21

Independent Directors, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.

(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to the Fund, this Contract shall continue automatically
for successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Directors, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of the Fund.

(c) Notwithstanding the foregoing, with respect to the Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to G.T. Capital or by G.T. Capital at any
time, without the payment of any penalty, on sixty days' written notice to the
Fund. This Contract will automatically terminate in the event of its assignment.

10. AMENDMENT. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities.

11. GOVERNING LAW. This Contract shall be construed in accordance with the
laws of the State of California and the 1940 Act. To the extent that the
applicable laws of the State of California conflict with the applicable
provisions of the 1940 Act, the latter shall control.

12. MISCELLANEOUS. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is made less restrictive by a rule, regulation
or order of the Securities and Exchange Commission, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

A-4
<PAGE> 22

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.

<TABLE>
<S> <C>
Attest: G.T. GLOBAL DEVELOPING
MARKETS FUND, INC.

/s/ KELLY ANDERSON /s/ JAMES W. CHURM
- - -------------------------------------------- --------------------------------------------
James W. Churm

Attest: G.T. CAPITAL MANAGEMENT, INC.

/s/ KELLY ANDERSON /s/ JAMES R. TUFTS
- - -------------------------------------------- --------------------------------------------
James R. Tufts
</TABLE>

A-5
<PAGE> 23

EXHIBIT B

ADMINISTRATION CONTRACT
BETWEEN
G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
AND
G.T. CAPITAL MANAGEMENT, INC.

Contract made as of January 6, 1994, between G.T. Global Developing Markets
Fund, Inc., a Maryland corporation ("Fund"), and G.T. Capital Management, Inc.,
a California corporation ("G.T. Capital").

WHEREAS the Fund desires to retain G.T. Capital as administrator to furnish
certain administrative services to the Fund, and G.T. Capital is willing to
furnish such services;

NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints G.T. Capital as administrator of
the Fund for the period and on the terms set forth in this Contract. G.T.
Capital accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.

2. DUTIES AS ADMINISTRATOR. G.T. Capital will administer the affairs of
the Fund subject to the supervision of the Fund's Board of Directors ("Board")
and the following understandings:

(a) G.T. Capital will supervise all aspects of the non-investment
operations of the Fund, including the oversight of transfer agency, custodial,
pricing and accounting services, except as hereinafter set forth; provided,
however, that nothing herein contained shall be deemed to relieve or deprive the
Board of its responsibility for control of the conduct of the affairs of the
Fund.

(b) At G.T. Capital's expense, G.T. Capital will provide the Fund with such
corporate, administrative and clerical personnel (including officers of the
Fund) and services as are reasonably deemed necessary or advisable by the Board.

(c) G.T. Capital will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Fund's prospectus,
proxy material, tax returns and required reports with or to the Fund's
shareholders, the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.

(d) G.T. Capital will provide the Fund with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items.

3. FURTHER DUTIES. In all matters relating to the performance of this
Contract, G.T. Capital will act in conformity with the Articles of
Incorporation, Bylaws and Registration Statement of the Fund and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations.

B-1
<PAGE> 24

4. DELEGATION OF G.T. CAPITAL'S DUTIES AS ADMINISTRATOR. With respect to
the Fund, G.T. Capital may enter into one or more contracts ("Sub-Administration
Contract") with a sub-administrator in which G.T. Capital delegates to such
sub-administrator the performance of any or all of the services specified in
Paragraphs 2 and 3 of this Contract, provided that (i) each Sub-Administration
Contract imposes on the sub-administrator bound thereby all the duties and
conditions to which G.T. Capital is subject with respect to the delegated
services under Paragraphs 2 and 3 of this Contract; (ii) each Sub-Administration
Contract meets all requirements of the 1940 Act and rules thereunder; and (iii)
G.T. Capital shall not enter into a Sub-Administration Contract unless it is
approved by the Board of Directors of the Fund prior to implementation.

6. EXPENSES.

(a) During the term of this Contract, the Fund will bear all expenses
incurred in its operations which are not specifically assumed by G.T. Capital.

(b) Expenses borne by the Fund will include but not be limited to the
following: (i) the cost (including brokerage commissions, if any) of securities
purchased or sold by the Fund and any losses incurred in connection therewith;
(ii) fees payable to and expenses incurred on behalf of the Fund by G.T. Capital
under this Contract; (iii) expenses of organizing the Fund; (iv) filing fees and
expenses relating to the registration and qualification of the Fund's shares
under federal and/or state securities laws and maintaining such registrations
and qualifications; (v) fees and salaries payable to the Fund's Directors who
are not parties to this Contract or interested persons of any such party
("Independent Directors"); (vi) all expenses incurred in connection with the
Independent Directors' services, including travel expenses; (vii) taxes
(including any income or franchise taxes) and governmental fees; (viii) costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; (ix) any costs, expenses or losses arising out of a liability of or claim
for damages or other relief asserted against the Fund for violation of any law;
(x) legal, accounting and auditing expenses, including legal fees of special
counsel for the Independent Directors; (xi) charges of custodians, transfer
agents, pricing agents and other agents; (xii) costs of preparing share
certificates; (xiii) expenses of setting in type, printing and mailing
prospectuses and supplements thereto, statements of additional information,
reports and proxy materials for existing shareholders; (xiv) any extraordinary
expenses (including fees and disbursements of counsel, costs of actions, suits
or proceedings to which the Fund is a party and the expenses the Fund may incur
as a result of its legal obligation to provide indemnification to its officers,
Directors, employees and agents) incurred by the Fund; (xv) fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; (xvi) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees thereof;
(xvii) the cost of investment company literature and other publications provided
by the Fund to its Directors and officers; and (xviii) costs of mailing,
stationery and communications equipment.

(c) G.T. Capital will assume the cost of any compensation for services
provided to the Fund received by the officers and by the Directors of the Fund
who are not Independent Directors.

B-2
<PAGE> 25

7. COMPENSATION.

(a) For the services provided under this Contract, the Fund will pay G.T.
Capital a fee, computed weekly and paid monthly, at the annualized rate of 0.25%
of the Fund's average weekly net assets.

(b) The fee shall be computed weekly and paid monthly to G.T. Capital on or
before the last business day of the next succeeding calendar month.

8. LIMITATION OF LIABILITY OF G.T. CAPITAL AND INDEMNIFICATION. G.T.
Capital shall not be liable, and the Fund shall indemnify G.T. Capital and its
directors, officers and employees, for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by the Fund in
connection with the matters to which this Contract relates except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
G.T. Capital in the performance by G.T. Capital of its duties or from reckless
disregard by G.T. Capital of its obligations and duties under this Contract. Any
person, even though also an officer, partner, employee, or agent of G.T.
Capital, who may be or become a Director, officer, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting with
respect to any business of the Fund to be rendering such service to or acting
solely for the Fund and not as an officer, partner, employee, or agent or one
under the control or direction of G.T. Capital even though paid by it.

9. DURATION AND TERMINATION.

(a) This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to the Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding voting
securities.

10. AMENDMENT. No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change,

B-3
<PAGE> 26

waiver, discharge or termination is sought, and no amendment of this Contract
shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.

<TABLE>
<S> <C>
Attest: G.T. GLOBAL DEVELOPING
MARKETS FUND, INC.

/s/ KELLY ANDERSON /S/ JAMES W. CHURM
- - -------------------------------------------- --------------------------------------------
James W. Churm

Attest: G.T. CAPITAL MANAGEMENT, INC.

/s/ KELLY ANDERSON /S/ JAMES R. TUFTS
- - -------------------------------------------- --------------------------------------------
James R. Tufts
</TABLE>

B-4
<PAGE> 27

G.T. GLOBAL DEVELOPING MARKETS FUND, INC.

Proxy for the Annual Meeting of Stockholders on June 21, 1995

This Proxy is solicited on behalf of the Directors of the Fund

The undersigned hereby appoints DAVID A. MINELLA and PETER R. GUARINO, and each
of them separately, as Proxies, each with full power of substitution, and
hereby authorizes them to represent and to vote, as designated below, at the
Annual Meeting of Stockholders of G.T. Global Developing Markets Fund, Inc.
(the "Fund") on June 21, 1995 at 3:00 p.m., San Francisco time, and at any
adjournment thereof, all of the shares of the Fund's Common Stock, held of
record by the undersigned on April 28, 1995.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SET FORTH IN PROPOSAL 1
AND FOR BOTH PROPOSALS 2 AND 3.

PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

Signature of all joint owners is required. Fiduciaries please indicate your
full title. If any other matters come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation authorization is
given the proxy holders to vote in accordance with the views of management
thereon. Management is not aware of any such matters.

HAS YOU ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

_____________________________________ ______________________________________

_____________________________________ _________________________________GTGDM

<PAGE> 28

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
1. Election of Directors / / / / / /

C. DEREK ANDERSON, FRANK S. BAYLEY, DAVID C. MINELLA, ARTHUR C. PATTERSON,
AND RUTH H. QUIGLEY

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the nominee's name.

For Against Abstain
2. Proposal to approve the Fund's Investment Management / / / / / /
Contract and Administration Contract with G.T.
Capital Management, Inc.

For Against Abstain
3. Proposal to ratify the selection of Coopers & Lybrand / / / / / /
as Independent Public Accountants for the fiscal year
ending December 31, 1995.

4. In their discretion, the Proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournments thereof.

THE DIRECTORS RECOMMEND THAT YOU VOTE FOR THE NOMINEES FOR ELECTION AS
DIRECTORS AND FOR THE OTHER PROPOSALS LISTED ABOVE.

Please be sure to sign and date this Proxy. Date______________________

______________________________________ _____________________________________
Shareholder sign here Co-owner sign here

Mark box at right if comments or address change have been noted on the / /
reverse side of this card.

RECORD DATE SHARES: