EXHIBIT (b)(2)
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This First Amendment (this "AMENDMENT") dated as of April 18, 1997 to the
Credit Agreement dated as of December 3, 1996 (the "CREDIT AGREEMENT"), by
and among each of the management investment companies listed on Schedule I
thereto, either acting for itself or on behalf of the portfolios (each a
"PORTFOLIO") set forth next to such series' or portfolio's name on said
Schedule (each of such management investment companies in such individual or
representative capacity being hereinafter referred to as an "EXISTING
BORROWER" and collectively, the "EXITING BORROWERS"), and THE FIRST NATIONAL
BANK OF BOSTON, a national banking association with its head office at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "BANK"). Capitalized terms
used herein but not otherwise defined shall have the meanings assigned to
them in the Credit Agreement.
WHEREAS, the Existing Borrowers and the Bank have executed the Credit
Agreement providing for a demand, discretionary revolving line of credit for
several borrowings by the Existing Borrowers in an aggregate principal amount of
up to $100,000,000; and
WHEREAS, the Existing Borrowers have requested, and the Bank has agreed,
to add G.T. Global Variable Investment Series, G.T. Global Variable
Investment Trust and G.T. Global Floating Rate Fund, Inc. as Borrowers (herein
collectively called the "NEW BORROWERS"), in the case of G.T. Global Variable
Investment Series acting on behalf of GT Global Variable New Pacific Fund, GT
Global Variable Europe Fund, GT Global Variable America Fund and GT Global
Variable International Fund, and in the case of G.T. Global Variable Investment
Trust acting on behalf of GT Global Variable Latin America Fund, GT Global
Variable Infrastructure Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Telecommunications Fund, GT Global Variable Growth & Income
Fund, GT Global Variable Strategic Income Fund, GT Global Variable Emerging
Markets Fund, GT Global Variable Global Government Income Fund and GT Global
Variable U.S. Government Income Fund, all of the foregoing funds becoming
Portfolios entitled to the benefits of the Credit Agreement, on the terms and
conditions set forth below (the Existing Borrowers and the New Borrowers
being hereinafter referred to as the "Borrowers");
NOW, THEREFORE, the Bank and the Borrowers agree as follows:
SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. Schedules I, II and III
to the Credit Agreement are hereby amended by deleting said schedules in
their entirety and substituting therefor new Schedules I, II, III, IV and V
in the forms attached hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
Each of the Borrowers represents and warrants as follows:
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(a) The execution, delivery and performance by such Borrower of this
Amendment and the other Loan Documents as amended hereby and the borrowing of
Loans for its account or for the accounts of any of its Portfolios are within
the powers of such Borrower, have been duly authorized by all necessary and
proper action on the part of such Borrower, and do rat and will not (i) violate
or contravene any provision of such Borrower's charter documents or bylaws, or
any amendment thereof; (ii) violate or contravene any provision of the
Prospectus, Registration Statement or Statement of Additional Information, if
applicable, of such Borrower or any of its Portfolios; (iii) conflict with, or
result in a breach of any material term, condition or provision of, or
constitute a default under or result in the creation of any mortgage, lien,
pledge, charge, security interest or other encumbrance upon any of the property
or assets of such Borrower or Portfolio (other than as contemplated by the
Credit Agreement and the Pledge Agreement, if applicable) under, any agreement,
trust deed, indenture, mortgage or other instrument to which such Borrower is a
party or by which such Borrower or any of its or its Portfolios' property or
assets is bound or affected; or (iv) violate or contravene any provision of any
material law, regulation, order, ruling or interpretation thereunder or any
decree, order or judgment of any court or governmental or regulatory authority,
bureau, agency or official.
(b) This Amendment and all the provisions hereof and of the other Loan
Documents constitute the legally valid and binding Obligations of such Borrower,
enforceable against such Borrower in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefor may
be brought.
(c) No authorization, approval, consent or other action by, and no notice
to or filing with, any shareholder or creditor of such Borrower, or governmental
or regulatory agency or authority having jurisdiction over such Borrower, is
required to make valid and legally binding the execution, delivery and
performance by such Borrower of this Amendment or the other Loan Documents or
the consummation by such Borrower of the transactions contemplated hereby or
thereby, or the exercise by the Bank of its rights and remedies hereunder or
thereunder.
(d) The representations and warranties contained in Section 4 of the
Credit Agreement are true and correct as of the date hereof as though made on
and as of the date hereof
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is conditioned on the following:
(a) each Borrower and the Bank shall each have executed and delivered a
counterpart of this Amendment;
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(b) each of the New Borrowers, acting on behalf of their respective
Portfolios, shall have executed and delivered an Assumption Agreement in the
form attached hereto, together with the documents and certificates referred to
therein;
(c) the representations and warranties contained in Section 2 hereof shall
be true and correct in all material respects as of the date hereof as though
made on and as of the date hereof; and
(d) no default under the Credit Agreement shall have occurred and is
continuing.
SECTION 4. MISCELLANEOUS.
(a) On and after the date hereof, each reference in the Credit Agreement
to "this Agreement" or words of like import shall mean and be deemed to be a
reference to the Credit Agreement as amended hereby. Each reference to the
"Loan Documents" shall include a reference to this Amendment and the Assumption
Agreement executed in connection herewith.
(b) Except as amended and modified hereby, the Credit Agreement is in all
respects ratified and confirmed as of the date hereof, and the terms, covenants
and agreements therein shall remain in full force and effect.
(c) This Amendment and the modifications to the Credit Agreement set forth
herein shall be deemed to be a document executed under seal and shall be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
(d) This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
(e) The Bank agrees that it shall look only to the assets of the
applicable Borrower or Portfolio for payment of the obligations of such Borrower
or Portfolio under the Credit Agreement; and neither the shareholders nor the
trustees, nor any of such Borrower's officers, employees or agents, whether
past, present or future, nor the assets belonging to any other series of such
Borrower shall be personally liable therefor. Every note, bond, contract,
instrument, certificate or undertaking and every other act or thing whatsoever
executed or done by the shareholders or trustees of any Borrower on behalf of
such Borrower under the Credit Agreement shall be conclusively deemed to have
been executed or done only by or for such Borrower and not personally.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
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executed as of the date and the year first above written.
G.T. GLOBAL EASTERN EUROPE FUND
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
G.T. GLOBAL DEVELOPING MARKETS FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
G.T. GLOBAL GROWTH SERIES
on behalf of
GT Global Worldwide Growth Fund
GT Global International Growth Fund
GT Global New Pacific Growth Fund
GT Global Europe Growth Fund
GT Global Japan Growth Fund
GT Global America Growth Fund
GT Global America Small Cap Growth Fund
GT Global America Value Fund
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
G.T. INVESTMENT FUNDS, INC.
on behalf of
GT Global Financial Services Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Consumer Products and Services Fund
GT Global Health Care Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Fund
GT Global Latin America Growth Fund
GT Global Government Income Fund
GT Global Strategic Income Fund
GT Global High Income Fund
GT Global Growth & Income Fund
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
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G.T. GLOBAL VARIABLE INVESTMENT SERIES
on behalf of
GT Global Variable New Pacific Fund
GT Global Variable Europe Fund
GT Global Variable America Fund
GT Global Variable International Fund
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
G.T. GLOBAL VARIABLE INVESTMENT TRUST
on behalf of
GT Global Variable Latin America Fund
GT Global Variable Infrastructure Fund
GT Global Variable Natural Resources Fund
GT Global Variable Telecommunications Fund
GT Global Variable Growth & Income Fund
GT Global Variable Strategic Income Fund
GT Global Variable Emerging Markets Fund
GT Global Variable Global Government Income Fund
GT Global Variable U.S. Government Income Fund
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
G.T. GLOBAL FLOATING RATE FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxx X. Xxxxx
-----------------
Vice President
SCHEDULE I
SCHEDULE OF BORROWERS AND PORTFOLIOS
NAME OF BORROWER ACTING ON BEHALF OF:
---------------- --------------------
CLOSED-END FUNDS:
----------------
GT Global Eastern Europe Fund
GT Global Developing Markets Fund, Inc.
GT Global Floating Rate Fund, Inc.
OPEN-END FUNDS:
--------------
G.T. Global Growth Series GT Global Worldwide Growth Fund
GT Global International Growth Fund
GT Global New Pacific Growth Fund
GT Global Europe Growth Fund
GT Global Japan Growth Fund
GT Global America Growth Fund
GT Global America Small Cap Growth Fund
GT Global America Value Fund
G.T. Investment Funds, Inc. GT Global Financial Services Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Consumer Products and Services Fund
GT Global Health Care Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Fund
GT Global Latin America Growth Fund
GT Global Government Income Fund
GT Global Strategic Income Fund
GT Global High Income Fund
GT Global Growth & Income Fund
G.T. Global Variable Investment GT Global Variable New Pacific Fund
Series GT Global Variable Europe Fund
GT Global Variable America Fund
GT Global Variable International Fund
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G.T. Global Variable Investment GT Global Variable Latin America Fund
Trust GT Global Variable Infrastructure Fund
GT Global Variable Natural Resources Fund
GT Global Variable Telecommunications Fund
GT Global Variable Growth & Income Fund
GT Global Variable Strategic Income Fund
GT Global Variable Emerging Markets Fund
GT Global Variable Global Government Income
Fund
GT Global Variable U.S. Government Income Fund
SCHEDULE II
LIMITATIONS ON BORROWING AND PLEDGING ASSETS
Part 1. AGREEMENTS WITH REGULATORS:
[NONE.]
Part 2. LIMITATIONS ON BORROWING CONTAINED IN PROSPECTUS OR STATEMENT OF
Additional INFORMATION:
The Prospectus of G.T. GLOBAL EASTERN EUROPE FUND provides as follows:
"The Fund may not:...
Issue senior securities (or borrow money, including through the use of
margin, if margin securities are owned, and reverse repurchase agreements)
in excess of 33-1/3% of its total assets (including the amount of senior
securities issued but excluding any liabilities and indebtedness not
constituting senior securities). For purposes of this limitation,
privately arranged loans and temporary borrowings from banks not in excess
of 5% of the Fund's total assets (not including the amount borrowed) shall
not be deemed a senior security as defined in the 1940 Act."
***
The Prospectus of G.T. GLOBAL DEVELOPING MARKETS FUND, INC. provides as
follows:
"The Fund may not:...
issue senior securities or borrow money in amounts in excess of those
permitted under the 1940 Act."
***
-2-
The Statement of Additional Information of GT GLOBAL WORLDWIDE GROWTH FUND, GT
GLOBAL INTERNATIONAL GROWTH FUND, GT GLOBAL NEW PACIFIC GROWTH FUND, GT GLOBAL
EUROPE GROWTH FUND, GT GLOBAL JAPAN GROWTH FUND, and GT GLOBAL AMERICA GROWTH
FUND provides as follows:
"No Fund may...
Borrow money in excess of 33-1/3% of the Fund's total assets (including the
amount borrowed), less all liabilities and indebtedness (other than borrowing).
Transactions involving options, futures contracts, options on futures contracts
and forward currency contracts, and collateral arrangements relating thereto
will not be deemed to be borrowings.
Each Fund may not:...
Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33 1/3% of the value of the Fund's total assets."
***
The Statement of Additional Information of FINANCIAL SERVICES FUND,
INFRASTRUCTURE FUND, NATURAL RESOURCES FUND and CONSUMER PRODUCTS AND SERVICES
FUND provides as follows:
Each [Fund] may not:...
Borrow money except from banks not in excess of 33-1/3% of the value of each
Portfolio's total assets, (including the amount borrowed), less all liabilities
and indebtedness (other than the borrowing). This restriction shall not prevent
any Portfolio from entering into reverse repurchase agreements, provided that
reverse repurchase agreements, and any other transactions constituting borrowing
by a Portfolio may not exceed one-third of that Portfolio's total assets.
Transactions involving options, futures contracts, options on futures contracts
and forward currency contracts, as described in the Prospectus and Statement of
Additional Information, and collateral arrangements relating thereto will not be
deemed to be borrowings.
No [Fund] may:...
Borrow money except for temporary or emergency purposes (not for leveraging)
[not] in excess of 33-1/3% of the value of the Portfolio's total assets (while
borrowings exceed 5% of the Infrastructure Portfolio's and Natural Resources
Portfolio's total assets, such Portfolio will not make any additional
investments)."
***
-3-
The Statement of Additional Information of HEALTH CARE FUND provides as follows:
"The Health Care Fund may not:...
Issue senior securities, except that for purposes of this limitation the Health
Care Fund may borrow money in such amounts and in such fashion as is permitted
under the 1940 Act and the rules thereunder."
***
The Statement of Additional Information of TELECOMMUNICATIONS FUND provides as
follows:
"The Telecommunications Fund may not:...
Borrow money except from banks not in excess of 33-1/3% of the value of the
Telecommunications Fund's total assets, including the amount borrowed, less all
liabilities and indebtedness (other than the borrowing). This restriction shall
not prevent the Telecommunications Fund from entering into reverse repurchase
agreements, provided that reverse repurchase agreements, and any other
transactions constituting borrowing by the Telecommunications Fund may not
exceed one-third of the Telecommunications Fund's total assets. Transactions
involving options, futures contracts, options on futures contracts and forward
currency contracts, as described in the Prospectus and Statement of Additional
Information, and collateral arrangements relating thereto will not be deemed to
be borrowings.
The Telecommunications Fund may not:...
Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33-1/3% of the value of the Telecommunications Fund's total assets.
While borrowings exceed 5% of the Telecommunications Fund's total assets, the
Telecommunications Fund will not make any additional investments."
***
-4-
The Statement of Additional Information of GT GLOBAL EMERGING MARKETS FUND
provides as follows:
"The Fund may not:...
Borrow money in excess of 33-1/3% of the Fund's total assets (including the
amount borrowed), less all liabilities and indebtedness (other than borrowing).
Transactions involving options, futures contracts, options on futures contracts
and forward currency contracts, and collateral arrangements relating thereto
will not be deemed to be borrowings.
The Fund may not:...
Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33-1/3% of the value of the Fund's total assets, except that the
Fund may purchase securities when outstanding borrowings represent less than 5%
of the Fund's Assets."
***
The Statement of Additional Information of GT GLOBAL LATIN AMERICA GROWTH FUND
provides as follows:
"The Fund may not:...
Borrow money except from banks for temporary or emergency purposes not in
excess of 33-1/3% of the value of the Fund's total assets (at the lower of
cost or fair market value) The Fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding. This restriction shall not prevent the Fund
from entering into reverse repurchase agreements, provided that reverse
repurchase agreements, and any other transactions constituting borrowing by
the Fund may not exceed one-third of the Fund's total assets. In the event
that the asset coverage for the Fund's borrowings falls below 300%, the Fund
will reduce, within three days (excluding Sundays and holidays), the amount
of its borrowings in order to provide for 300% asset coverage."
***
The Statement of Additional Information of GT GLOBAL GOVERNMENT INCOME FUND
provides as follows:
"The Fund may not:...
Borrow money, except from banks for temporary or emergency purposes not in
excess of 30% of the value of the Fund's total assets. The Fund will not
purchase
-5-
securities while such borrowings are outstanding. This restriction shall not
prevent the Fund from entering into reverse repurchase agreements and engaging
in "roll" transactions, provided that reverse repurchase agreements, "roll"
transactions and any other transactions constituting borrowing by the Fund may
not exceed one-third of the Fund's total assets. In the event that the asset
coverage for the Fund's borrowings falls below 300%, the Fund will reduce,
within three days (excluding Sundays and holidays), the amount of its borrowings
in order to provide for the 300% asset coverage.
The Fund may not:...
Borrow money to purchase securities."
***
The Statement of Additional Information of GT GLOBAL STRATEGIC INCOME FUND
provides as follows:
"The Fund may not:...
Borrow money in excess of 33-1/3% of the Fund's total assets (including the
amount borrowed), less all liabilities and indebtedness (other than borrowing).
This restriction shall not prevent the Fund from entering into reverse
repurchase agreements and engaging in "roll" transactions, provided that reverse
repurchase agreements, "roll" transactions and any other transactions
constituting borrowing by the Fund may not exceed one-third of the Fund's total
assets. In the event that the asset coverage for the Fund's borrowings falls
below 300%, the Fund will reduce, within three days (excluding Sundays and
holidays), the amount of its borrowings in order to provide for current
contracts, and collateral arrangements relating thereto will not be deemed to be
borrowings.
The Fund may not:...
Borrow money to purchase securities."
***
The Statement of Additional Information of GT GLOBAL HIGH INCOME FUND [and the
portfolio, GT GLOBAL HIGH INCOME PORTFOLIO] provides as follows:
"The High Income Fund [and the Portfolio each] may not:...
Borrow money in excess of 33-1/3% of the Fund's or the Portfolio's total assets
(including the amount borrowed), less all liabilities and indebtedness (other
than borrowing). This restriction shall not prevent the Fund or the Portfolio
from
-6-
entering into reverse repurchase agreements and engaging in "roll" transactions,
provided that reverse repurchase agreements, "roll" transactions and any other
transactions constituting borrowing by the Fund or the Portfolio may not exceed
one-third of the Fund's or the Portfolio's respective total assets. In the
event that the asset coverage for the Fund's or the Portfolio's borrowings falls
below 300%, the Fund or the Portfolio will reduce, within three days (excluding
Sundays and holidays), the amount of its borrowings in order to provide for 300%
asset coverage. Transactions involving options, futures contracts, options on
futures contracts and forward currency contracts, and collateral arrangements
relating thereto will not be deemed to be borrowings."
***
The Statement of Additional Information of GT GLOBAL GROWTH & INCOME FUND
provides as follows:
"The Fund may not:...
The Fund may not borrow money except from banks for temporary or emergency
purposes not in excess of 33-1/3% of the value of the Fund's total assets at the
lower of cost or fair market value. The Fund will not purchase securities while
borrowings in excess of 5% of its total assets are outstanding. This
restriction shall not prevent the Fund from entering into reverse repurchase
agreements and engaging in "roll" transactions, provided that reverse repurchase
agreements, "roll" transactions and any other transactions constituting
borrowing by the Fund may not exceed one-third of the Fund's total assets. In
the event that the asset coverage for the Fund's borrowings falls below 300%,
the Fund will reduce, within three days (excluding Sundays and holidays), the
amount of its borrowings in order to provide for 300% asset coverage."
***
The Statement of Additional Information of GT GLOBAL AMERICA SMALL CAP FUND and
GT GLOBAL AMERICA VALUE FUND provides as follows:
"No [Fund] may:...
Borrow money in excess of 33-1/3% of the value of the Portfolio's total assets
(including the amount borrowed), less all liabilities and indebtedness (other
than borrowing. Transactions involving options, futures contracts, options on
futures contracts, and collateral arrangements relating thereto will not be
deemed to be borrowings.
Each [Fund] may not:...
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Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33-1/3% of the value of the [Fund's] total assets."
***
The Statement of Additional Information of GT GLOBAL VARIABLE NEW PACIFIC FUND,
GT GLOBAL VARIABLE EUROPE FUND, GT GLOBAL VARIABLE AMERICA FUND and GT GLOBAL
VARIABLE INTERNATIONAL FUND provides as follows:
"No Fund may:...
Borrow money in excess of 33-1/3% of a Fund's total assets (including the amount
borrowed), less all liabilities and indebtedness (other than borrowing).
Transactions involving options, futures contracts, options on futures contracts
and forward currency contracts, and collateral arrangements relating thereto
will not be deemed to be borrowings.
No Fund may:...
Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33-1/3% of the value of the Fund's total assets."
***
The Statement of Additional Information of GT GLOBAL VARIABLE LATIN AMERICA FUND
provides as follows:
"The Fund may not:...
Borrow money except from banks for temporary or emergency purposes not in excess
of 33-1/3% of the value of the Fund's total assets (at the lower of cost or fair
market value). The Fund will not purchase securities while borrowings (including
reverse repurchase agreements) in excess of 5% of total assets are outstanding.
This restriction shall not prevent the Fund from entering into reverse
repurchase agreements provided that reverse repurchase agreements, and any other
transactions constituting borrowing by the Fund, may not exceed one-third of the
Fund's total assets. In the event that the asset coverage for the Fund's
borrowings falls below 300%, the Fund will reduce, within three days (excluding
Sundays and holidays), the amount of its borrowings in order to provide for the
300% asset coverage."
***
The Statement of Additional Information of GT GLOBAL VARIABLE INFRASTRUCTURE
FUND and GT GLOBAL VARIABLE NATURAL RESOURCES FUND provides as follows:
-8-
"Neither Fund may:...
Borrow money except from banks not in excess of 33-1/3% of the value of each
Fund's total assets, (including the amount borrowed), less all liabilities and
indebtedness (other than the borrowing). This restriction shall not prevent the
Fund from entering into reverse repurchase agreements, provided that reverse
repurchase agreements, and any other transactions constituting borrowing by a
Fund may not exceed one-third of that Fund's total assets. Transactions
involving options, futures contracts, options on futures contracts and forward
currency contracts, as described in the Prospectus and Statement of Additional
Information, and collateral arrangements relating thereto will not be deemed to
be borrowings.
"Neither Fund may:...
Borrow money except for temporary or emergency purposes (not for leveraging) in
excess of 33-1/3% of the value of the Fund's total assets. While borrowings
exceed 5% of the Infrastructure Fund's or Natural Resources Fund's total assets,
such Fund will not make any additional investments."
***
The Statement of Additional Information of GT GLOBAL VARIABLE TELECOMMUNICATIONS
FUND provides as follows:
"The Fund may not:...
Borrow money except from banks not in excess of 33-1/3% of the value of the
Fund's total assets, including the amount borrowed, less all liabilities and
indebtedness (other than the borrowing). This restriction shall not prevent the
Fund from entering into reverse repurchase agreements, provided that reverse
repurchase agreements, and any other transactions constituting borrowing by the
Fund may not exceed one-third of the Fund's total assets, respectively.
Transactions involving options, futures contracts, options on futures contracts
and forward currency contracts, as described in the Funds' Prospectus and
Statement of Additional Information, and collateral arrangements relating
thereto will not be deemed to be borrowings.
The Fund may not:...
Borrow money except for temporary or emergency purposes (not for leveraging) not
in excess of 33-1/3% of the value of the Fund's total assets. While borrowings
exceed 5% of the Fund's total assets, the Fund will not make any additional
investments."
-9-
***
The Statement of Additional Information of GT GLOBAL VARIABLE GROWTH AND INCOME
FUND provides as follows:
"The Fund may not:...
Borrow money except from banks for temporary or emergency purposes not in excess
of 33-1/3% of the value of the Fund's total assets (at the lower of cost or fair
market value). The Fund will not purchase securities while borrowings in excess
of 5% of total assets are outstanding. This restriction shall not prevent the
Fund from entering into reverse repurchase agreements and engaging in "roll"
transactions, provided that reverse repurchase agreements, "roll" transactions
and any other transactions constituting borrowing by the Fund may not exceed
one-third of the Fund's total assets. In the event that the asset coverage for
the Fund's borrowings falls below 300%, the Fund will reduce, within three days
(excluding Sundays and holidays), the amount of its borrowings in order to
provide for 300% asset coverage."
***
The Statement of Additional Information of GT GLOBAL VARIABLE STRATEGIC INCOME
FUND provides as follows:
"The Fund may not:...
Borrow money in excess of 33-1/3% of the value of the Fund's total assets
(including the money borrowed), less all liabilities and indebtedness (other
than borrowing). The restriction shall not prevent the Fund from entering into
reverse repurchase agreements and engaging in "roll" transactions, provided that
reverse repurchase agreements, "roll" transactions and any other transactions
constituting borrowing by the Fund may not exceed one-third of the Fund's total
assets. In the event that the asset coverage for the Fund's borrowings fall
below 300%, the Fund, as the case may be, will reduce, within three days
(excluding Sundays and holidays), the amount of its borrowings in order to
provide for the 300% asset coverage. Transactions involving options, futures
contracts, options on futures contracts and forward currency contracts, and
collateral arrangements relating thereto will not be deemed to be borrowings."
***
The Statement of Additional Information of GT GLOBAL VARIABLE EMERGING MARKETS
FUND provides as follows:
-10-
"The Fund may not:...
Borrow money except from banks not in excess of 33-1/3% of the value of the
Fund's total assets (including the amount borrowed), less all liabilities and
indebtedness (other than borrowing). Transactions involving options, futures
contracts, options on futures contracts and forward currency contracts, and
collateral arrangements relating thereto will not be deemed to be borrowings."
"The Fund may not...
Borrow money, except for temporary or emergency purposes (not for leveraging)
not in excess of 33-1/3% of the value of the Fund's total assets and except that
the Fund may purchase securities when outstanding borrowings represent no more
than 5% of the Fund's assets."
***
The Statement of Additional Information of GT GLOBAL VARIABLE GLOBAL GOVERNMENT
INCOME FUND provides as follows:
"The Fund may not:
Borrow money, except from banks or for temporary or emergency purposes not in
excess of 300% of the value of the Fund's total assets. The Fund will not
purchase securities while such borrowings are outstanding. This restriction
shall not prevent the Fund from entering into reverse repurchase agreements and
engaging in "roll" transactions, provided that reverse repurchase agreements,
"roll" transactions and any other transactions constituting borrowing by the
Fund may not exceed one-third of the Fund's total assets. In the event that the
asset coverage for the Fund & borrowings falls below 300%, the Fund will reduce,
within three days (excluding Sundays and holidays), the amount of its borrowings
in order to provide for the 300% asset coverage."
***
The Statement of Additional Information of GT GLOBAL VARIABLE U.S. GOVERNMENT
INCOME FUND provides as follows:
"The Fund may not:...
Borrow money in excess of 33-1/3% of the value of the Fund's total assets
(including the amount borrowed), less all liabilities and indebtedness (other
than borrowings).
-11-
The restriction shall not prevent the Fund from entering into reverse repurchase
agreements and engaging in "roll" transactions, provided that reverse repurchase
agreements, "roll" transactions and any other transactions constituting
borrowing by the Fund may not exceed one-third of the Fund's total assets. In
the event that the asset coverage for the Fund's borrowings falls below 300%,
the Fund, as the case may be, will reduce, within three days (excluding Sundays
and holidays), the amount of its borrowings in order to provide for the 300%
asset coverage. Transactions involving options, futures contracts, options on
futures contracts and forward currency contracts, and collateral arrangements
relating thereto will not be deemed to be borrowings."
***
The Prospectus of G.T. GLOBAL FLOATING RATE FUND, INC. provides as follows:
"The Fund and the Portfolio each may not:...
Borrow money or issue senior securities, except as permitted by Section 18 of
the 1940 Act."
