-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MwUxFQdHxRHUmQRUZ006cvgYCM/hHz8TtII471axB32/HH6VliIa1SMcYH45am92 EBqanI0C9QhED/mdEngJcg== 0000828803-99-000003.txt : 19990108 0000828803-99-000003.hdr.sgml : 19990108 ACCESSION NUMBER: 0000828803-99-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990216 FILED AS OF DATE: 19990107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON GLOBAL INCOME FUND INC CENTRAL INDEX KEY: 0000828803 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222864496 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-05459 FILM NUMBER: 99502125 BUSINESS ADDRESS: STREET 1: 500 EAST BROWARD BOULEVARD STREET 2: SUITE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 3055277591 MAIL ADDRESS: STREET 1: 500 EAST BROWARD BOULEVARD STREET 2: SUITE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 DEF 14A 1 PROXY STATEMENT FOR MTD 2/16/99 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ______________) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary proxy statement / / Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive proxy statement / / Definitive additional materials / / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 TEMPLETON GLOBAL INCOME 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/ No fee required. / / 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 transactions applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing party: (4) Date filed: PAGE [GRAPHIC OMITTED] TEMPLETON GLOBAL INCOME FUND, INC. IMPORTANT SHAREHOLDER INFORMATION These materials are for the annual meeting of shareholders scheduled for Tuesday, February 16, 1999 at 10:00 a.m. (EST). They discuss the proposals to be voted on at the meeting, and contain your proxy statement and proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to your fund. If you complete and sign the proxy, we'll vote it exactly as you tell us. If you simply sign the proxy, we'll vote it in accordance with the Directors' recommendations on page 1 of the proxy statement. WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY, THE FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL MAILINGS. WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT 1-800/DIAL BEN/registered trademark/ (1-800/342-5236). TELEPHONE AND INTERNET VOTING FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND SEPARATE INSTRUCTIONS ARE ENCLOSED. [GRAPHIC OMITTED] TEMPLETON GLOBAL INCOME FUND, INC. NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting ("Meeting") of shareholders of Templeton Global Income Fund, Inc. (the "Fund") will be held at 500 East Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, February 16, 1999 at 10:00 a.m. (EST). During the Meeting, shareholders of the Fund will vote on three proposals: 1. The election of Directors of the Fund to hold office for the terms specified; 2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as independent auditors of the Fund for the fiscal year ending August 31, 1999; and 3. The transaction of any other business that may properly come before the Meeting. By order of the Board of Directors, Barbara J. Green, SECRETARY January 11, 1999 MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL RECEIVE PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN. TEMPLETON GLOBAL INCOME FUND, INC. PROXY STATEMENT /diamond/ INFORMATION ABOUT VOTING: WHO IS ELIGIBLE TO VOTE? Shareholders of record at the close of business on December 18, 1998 are entitled to be present and to vote at the Meeting or any adjourned Meeting. Each share of record is entitled to one vote on each matter presented at the Meeting. The Notice of Meeting, the proxy card, and the proxy statement were mailed to shareholders of record on or about January 11, 1999. ON WHAT ISSUES AM I BEING ASKED TO VOTE? You are being asked to vote on three proposals: 1. The election of five nominees to the position of Director; 2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as independent auditors of the Fund for the fiscal year ending August 31, 1999; and 3. The transaction of any other business that may properly come before the Meeting. HOW DO THE FUND'S DIRECTORS RECOMMEND THAT I VOTE? The Directors unanimously recommend that you vote: 1. FOR the election of nominees; 2. FOR the ratification of the selection of McGladrey & Pullen, LLP as independent auditors of the Fund; and 3. FOR the proxyholders to vote, in their discretion, on any other business that may properly come before the Meeting. 1 HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED? You may attend the Meeting and vote in person or you may complete and return the enclosed proxy card. If you are eligible to vote by telephone or through the internet, a control number and separate instructions are enclosed. Proxy cards that are properly signed, dated and received at or prior to the Meeting will be voted as specified. If you specify a vote for any of the Proposals 1 through 3, your proxy will be voted as you indicated. If you simply sign and date the proxy card, but don't specify a vote for any of the Proposals 1 through 3, your shares will be voted IN FAVOR of the nominees for Director (Proposal 1), IN FAVOR of ratifying the selection of McGladrey & Pullen, LLP as independent auditors (Proposal 2), and/or IN ACCORDANCE with the discretion of the persons named in the proxy card as to any other matters that legally may come before the Meeting (Proposal 3). CAN I REVOKE MY PROXY? You may revoke your proxy at any time before it is voted by (1) delivering a written revocation to the Secretary of the Fund, (2) forwarding to the Fund a later-dated proxy card that is received by the Fund at or prior to the Meeting, or (3) attending the Meeting and voting in person. /diamond/ THE PROPOSALS: PROPOSAL 1: ELECTION OF DIRECTORS HOW ARE NOMINEES SELECTED? The Board of Directors of the Fund (the "Board") has a Nominating and Compensation Committee (the "Committee") consisting of Andrew H. Hines, Jr., Edith E. Holiday, and Gordon S. Macklin. The Committee is responsible for the selection, nomination for appointment and election of candidates to serve as Directors of the Fund. The Committee will review shareholders' nominations to fill vacancies on the Board, if these nominations are in writing and addressed to the Committee at the Fund's offices. However, the Committee expects to be able to identify from its own resources an ample number of qualified candidates. 2 WHO ARE THE NOMINEES AND DIRECTORS? The Board is divided into three classes, each class having a term of three years. Each year the term of office of one class expires. This year, the terms of three Directors are expiring. John Wm. Galbraith, Edith E. Holiday and Gordon S. Macklin have been nominated for three-year terms, set to expire at the 2002 Annual Meeting of Shareholders. In addition, Constantine D. Tseretopoulos has been nominated for a three-year term, set to expire at the 2002 Annual Meeting of Shareholders and Frank J. Crothers has been nominated for a two-year term, set to expire at the 2001 Annual Meeting of Shareholders. These terms continue, however, until successors are duly elected and qualified. With the exception of Messrs. Tseretopoulos and Crothers, all of the nominees are currently members of the Board. In addition, all of the current nominees and Directors are also directors or trustees of other investment companies in the Franklin Group of Funds/registered trademark/ and/or the Templeton Group of Funds (collectively, the "Franklin Templeton Group of Funds"). Certain Directors of the Fund hold director and/or officer positions with Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a publicly owned holding company, the principal shareholders of which are Charles B. Johnson and Rupert H. Johnson, Jr., who own approximately 19% and 15%, respectively, of its outstanding shares. Resources is primarily engaged, through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative services to a family of investment companies. Resources is a New York Stock Exchange, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles E. Johnson, a vice president of the Fund, is the son and nephew, respectively, of brothers Charles B. Johnson, the chairman of the Board and a vice president of the Fund, and Rupert H. Johnson, Jr., a vice president of the Fund. There are no family relationships among any of the Directors or nominees for Director. Each nominee is currently eligible and has consented to serve if elected. If any of the nominees should become unavailable, the persons named in the proxy card will vote in their discretion for another person or other persons who may be nominated as Directors. 3 Listed below, for each nominee and current Director, is a brief description of recent professional experience.
SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- ----------------------------------- -------------------- ------------------ NOMINEES TO SERVE UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS: JOHN Wm. GALBRAITH President, Galbraith Properties, 1,083** 1,838,341 DIRECTOR SINCE 1995 Inc. (personal investment company); Director Emeritus, Gulf West Banks, Inc. (bank holding company) (1995-present); director or trustee, as the case may be, of 20 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Director, Mercantile Bank (1991-1995), Vice Chairman, Templeton, Galbraith & Hansberger Ltd. (1986-1992), and Chairman, Templeton Funds Management, Inc. (1974-1991). Age 77.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- -------------------------------------- -------------------- ------------------ EDITH E. HOLIDAY Director, Amerada Hess 100** 4,978 DIRECTOR SINCE 1996 Corporation (exploration and refining of natural gas) and Hercules Incorporated (chemicals, fibers and resins) (1993-present), Beverly Enterprises, Inc. (health care) (1995-present) and H.J. Heinz Company (processed foods and allied products) (1994-present); director or trustee, as the case may be, of 25 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman (1995-1997) and Trustee (1993-1997), National Child Research Center, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993), General Counsel to the United States Treasury Department (1989-1990), and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). Age 46.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- ------------------------------------- -------------------- ------------------ GORDON S. MACKLIN Director, Fund American 24,500** 373,061 DIRECTOR SINCE 1993 Enterprises Holdings, Inc., Martek Biosciences Corporation, MCI WorldCom (information services), MedImmune, Inc. (biotechnology), Spacehab, Inc. (aerospace services) and Real 3D (software); director or trustee, as the case may be, of 49 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman, White River Corporation (financial services) and Hambrecht and Quist Group (investment banking), and President, National Association of Securities Dealers, Inc. Age 70. CONSTANTINE D. Physician, Lyford Cay Hospital 0 81,989 TSERETOPOULOS (1987-present); director of various nonprofit organizations; director or trustee, as the case may be, of 7 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine Intern, Greater Baltimore Medical Center (1982-1985). Age 44.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- -------------------------------------- -------------------- ------------------ NOMINEE TO SERVE UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS: FRANK J. CROTHERS Chairman, Atlantic Equipment & 0 118,461 Power Ltd.; Vice Chairman, Caribbean Utilities Co., Ltd.; President, Provo Power Corporation; director of various other business and non-profit organizations; and director or trustee, as the case may be, of 7 of the investment companies in the Franklin Templeton Group of Funds. Age 54. DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS: BETTY P. KRAHMER Director or trustee of various civic 10,100*** 136,268 DIRECTOR SINCE 1990 associations; director or trustee, as the case may be, of 21 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Economic Analyst, U.S. government. Age 69. FRED R. MILLSAPS Manager of personal investments 0 420,628 DIRECTOR SINCE 1990 (1978-present); director of various business and nonprofit organizations; director or trustee, as the case may be, of 22 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman and Chief Executive Officer, Landmark Banking Corporation (1969-1978), Financial Vice President, Florida Power and Light (1965-1969), and Vice President, Federal Reserve Bank of Atlanta (1958-1965). Age 69.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------------- ------------------------------------ -------------------- ------------------ CHARLES B. JOHNSON* President, Chief Executive Officer 1,000** 1,795,726 CHAIRMAN SINCE 1995 AND and Director, Franklin Resources, VICE PRESIDENT SINCE 1992 Inc.; Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Advisory Services, Inc., Franklin Investment Advisory Services, Inc. and Franklin Templeton Distributors, Inc.; Director, Franklin/Templeton Investor Services, Inc. and Franklin Templeton Services, Inc.; officer and/or director or trustee, as the case may be, of most of the other subsidiaries of Franklin Resources, Inc. and of 50 of the investment companies in the Franklin Templeton Group of Funds. Age 65.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ------------------------ ------------------------------------- -------------------- ------------------ DIRECTORS SERVING UNTIL 2000 ANNUAL MEETING OF SHAREHOLDERS: ANDREW H. HINES, JR. Consultant for the Triangle 199** 40,954 DIRECTOR SINCE 1990 Consulting Group; Executive-in- Residence of Eckerd College (1991-present); director or trustee, as the case may be, of 22 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman and Director, Precise Power Corporation (1990-1997), Director, Checkers Drive-In Restaurant, Inc. (1994-1997), and Chairman of the Board and Chief Executive Officer, Florida Progress Corporation (holding company in the energy area) (1982-1990), and director of various of its subsidiaries. Age 75. HARRIS J. ASHTON Director, RBC Holdings, Inc. 500** 1,105,180 DIRECTOR SINCE 1992 (bank holding company) and Bar-S Foods (meat packing company); director or trustee, as the case may be, of 49 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers). Age 66.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- ----------------------------------- -------------------- ------------------ NICHOLAS F. BRADY* Chairman, Templeton Emerging 1,000** 45,169 DIRECTOR SINCE 1993 Markets Investment Trust PLC, Templeton Latin America Investment Trust PLC, Darby Overseas Investments, Ltd. and Darby Emerging Markets Investments LDC (investment firms) (1994-present); Director, Templeton Global Strategy Funds, Amerada Hess Corporation (exploration and refining of natural gas), Christiana Companies, Inc. (operating and investment companies), and H.J. Heinz Company (processed foods and allied products); director or trustee, as the case may be, of 21 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Secretary of the United States Department of the Treasury (1988-1993) and Chairman of the Board, Dillon, Read & Co., Inc. (investment banking) prior to 1988. Age 68.
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SHARES BENEFICIALLY OWNED IN THE FRANKLIN FUND SHARES TEMPLETON OWNED BENEFICIALLY GROUP OF FUNDS PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998 - ----------------------- ----------------------------------- -------------------- ------------------ S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100** 437,525 DIRECTOR SINCE 1992 Hardin, Kipp & Szuch; director or trustee, as the case may be, of 51 of the investment companies in the Franklin Templeton Group of Funds. Age 66.
- ------------------------ * Nicholas F. Brady and Charles B. Johnson are "interested persons" as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act limits the percentage of interested persons that can comprise a fund's board of directors. Mr. Johnson is an interested person due to his ownership interest in Resources. Mr. Brady's status as an interested person results from his business affiliations with Resources and Templeton Global Advisors Limited. Mr. Brady and Resources are both limited partners of Darby Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady is Chairman and shareholder of Darby Emerging Markets Investments LDC, which is the corporate general partner of Darby Overseas. In addition, Darby Overseas and Templeton Global Advisors Limited are limited partners of Darby Emerging Markets Fund, L.P. The remaining nominees and Directors of the Fund are not interested persons of the Fund (the "Independent Directors"). ** Less than 1% of the outstanding shares of the Fund. *** Less than 1% of the outstanding shares of the Fund. Includes 10,000 shares held in a qualified pension plan for spouse, Johannes R. Krahmer. HOW OFTEN DO THE DIRECTORS MEET AND WHAT ARE THEY PAID? The role of the Directors is to provide general oversight of the Fund's business, and to ensure that the Fund is operated for the benefit of shareholders. The Directors anticipate meeting at least five times during the current fiscal year to review the operations of the Fund and the Fund's investment performance. The Directors also oversee the services furnished to the Fund by Templeton Investment Counsel, Inc., the Fund's investment manager (the "Investment Manager"), through its Templeton Global Bond Managers division, and various other service providers. The Fund pays the Independent Directors and Mr. Brady an annual retainer of $2,000 and a fee of $400 per Board meeting attended. Directors serving on the Audit Committee of the Fund and other investment companies in the Franklin Templeton Group of Funds receive a flat fee of $2,000 per Audit Committee meeting attended, a portion of which is allocated to the Fund. Members of a committee are not compensated for any committee meeting held on the day of a Board meeting. During the fiscal year ended August 31, 1998, there were five meetings of the Board, one meeting of the Audit Committee, and two meetings of the Nominating and Compensation Committee. Each of the Directors then in office attended at least 75% of the total number 11 of meetings of the Board and the total number of meetings held by all committees of the Board on which the Director served. There was 100% attendance at the meetings of the Audit Committee and the Nominating and Compensation Committee. Certain Directors and Officers of the Fund are shareholders of Resources and may receive indirect remuneration due to their participation in management fees and other fees received from the Franklin Templeton Group of Funds by the Investment Manager and its affiliates. The Investment Manager or its affiliates pay the salaries and expenses of the Officers. No pension or retirement benefits are accrued as part of Fund expenses. The following table shows the compensation paid to Directors by the Fund and by the Franklin Templeton Group of Funds:
AGGREGATE NUMBER OF BOARDS WITHIN THE TOTAL COMPENSATION FROM COMPENSATION FRANKLIN TEMPLETON GROUP OF THE FRANKLIN TEMPLETON NAME OF DIRECTOR FROM THE FUND* FUNDS ON WHICH DIRECTOR SERVES** GROUP OF FUNDS*** - ------------------------- ---------------- ---------------------------------- ------------------------ Harris J. Ashton $6,300 49 $361,157 Nicholas F. Brady 6,300 21 140,975 S. Joseph Fortunato 6,300 51 367,835 John Wm. Galbraith 5,994 20 134,425 Andrew H. Hines, Jr. 6,344 22 208,075 Edith E. Holiday 6,300 25 211,400 Betty P. Krahmer 6,300 21 141,075 Gordon S. Macklin 6,300 49 361,157 Fred R. Millsaps 6,344 22 210,075
- ------------------------ * Compensation received for the fiscal year ended August 31, 1998. During the period from September 1, 1997 through October 18, 1997, an annual retainer of $6,000 and fees at the rate of $500 per Board meeting attended were in effect. From October 19, 1997 through February 27, 1998, an annual retainer of $4,000 and fees at the rate of $350 per Board meeting attended were in effect. ** We base the number of boards on the number of registered investment companies in the Franklin Templeton Group of Funds. This number does not include the total number of series or funds within each investment company for which the Board members are responsible. The Franklin Templeton Group of Funds currently includes 54 registered investment companies, with approximately 168 U.S. based funds or series. *** For the calendar year ended December 31, 1998. The table above indicates the total fees paid to Directors by the Fund individually and all of the funds in the Franklin Templeton Group of Funds. These Directors also serve as directors or trustees of other investment companies in the Franklin Templeton Group of Funds, many of which hold meetings at different dates and times. The Directors and the Fund's management believe that having the same individuals serving on the boards of many of the funds in the Franklin Templeton Group of Funds enhances the ability of each fund to obtain, at a relatively modest cost to each separate fund, the services of high caliber, experienced and knowledgeable Independent Directors who can more effectively oversee the management of the funds. 12 Board members historically have followed a policy of having substantial investments in one or more of the funds in the Franklin Templeton Group of Funds, as is consistent with their individual financial goals. In February 1998, this policy was formalized through adoption of a requirement that each board member invest one-third of fees received for serving as a director or trustee of a Templeton fund in shares of one or more Templeton funds and one-third of fees received for serving as a director or trustee of a Franklin fund in shares of one or more Franklin funds until the value of such investments equals or exceeds five times the annual fees paid such board member. Investments in the name of family members or entities controlled by a board member constitute fund holdings of such board member for purposes of this policy, and a three year phase-in period applies to such investment requirements for newly elected board members. In implementing such policy, a board member's fund holdings existing on February 27, 1998, are valued as of such date with subsequent investments valued at cost. WHO ARE THE EXECUTIVE OFFICERS OF THE FUND? Officers of the Fund are appointed by the Directors and serve at the pleasure of the Board. Listed below, for each Executive Officer, is a brief description of recent professional experience:
NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE FUND DURING PAST FIVE YEARS AND AGE - ------------------------------- ------------------------------------------------------------- CHARLES B. JOHNSON See Proposal 1, "Election of Directors." CHAIRMAN SINCE 1995 AND VICE PRESIDENT SINCE 1992 GREGORY E. McGOWAN Director and Executive Vice President, Templeton Investment PRESIDENT SINCE 1996 Counsel, Inc.; Executive Vice President-International Development and Chief International General Counsel, Templeton Worldwide, Inc.; Executive Vice President, Director and General Counsel, Templeton International, Inc.; Executive Vice President and Secretary, Templeton Global Advisors Limited; President of other Templeton Funds; officer of 4 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Senior Attorney, U.S. Securities and Exchange Commission. Age 49.
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NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE FUND DURING PAST FIVE YEARS AND AGE - ----------------------------- --------------------------------------------------------------- SAMUEL J. FORESTER, JR. Managing Director, Templeton Worldwide, Inc.; Vice VICE PRESIDENT SINCE 1996 President of 10 of the investment companies in the Franklin Templeton Group of Funds; Vice President and Director, Templeton Global Income Portfolio Ltd.; Director, Closed Joint-Stock Company Templeton and Templeton Trust Services Pvt. Ltd.; and FORMERLY, President, Templeton Global Bond Managers, a division of Templeton Investment Counsel, Inc., Founder and Partner, Forester, Hairston Investment Management, Inc. (1989-1990), Managing Director (Mid-East Region), Merrill Lynch, Pierce, Fenner & Smith Inc. (1987-1988), and Advisor for Saudi Arabian Monetary Agency (1982-1987). Age 50. RUPERT H. JOHNSON, JR. Executive Vice President and Director, Franklin Resources, VICE PRESIDENT SINCE 1996 Inc. and Franklin Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.; Senior Vice President and Director, Franklin Advisory Services, Inc. and Franklin Investment Advisory Services, Inc.; Director, Franklin/Templeton Investor Services, Inc.; and officer and/or director or trustee, as the case may be, of most of the other subsidiaries of Franklin Resources, Inc. and of 53 of the investment companies in the Franklin Templeton Group of Funds. Age 58. HARMON E. BURNS Executive Vice President and Director, Franklin Resources, VICE PRESIDENT SINCE 1996 Inc., Franklin Templeton Distributors, Inc. and Franklin Templeton Services, Inc.; Executive Vice President, Franklin Advisers, Inc.; Director, Franklin/Templeton Investor Services, Inc.; and officer and/or director or trustee, as the case may be, of most of the other subsidiaries of Franklin Resources, Inc. and of 53 of the investment companies in the Franklin Templeton Group of Funds. Age 53. CHARLES E. JOHNSON Senior Vice President and Director, Franklin Resources, Inc.; VICE PRESIDENT SINCE 1996 Senior Vice President, Franklin Templeton Distributors, Inc.; President and Director, Templeton Worldwide, Inc.; Chairman and Director, Templeton Investment Counsel, Inc.; Vice President, Franklin Advisers, Inc.; officer and/or director of some of the other subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of 34 of the investment companies in the Franklin Templeton Group of Funds. Age 42.
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NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE FUND DURING PAST FIVE YEARS AND AGE - ----------------------------- ---------------------------------------------------------------- DEBORAH R. GATZEK Senior Vice President and General Counsel, Franklin VICE PRESIDENT SINCE 1996 Resources, Inc.; Senior Vice President, Franklin Templeton Services, Inc. and Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; Vice President, Franklin Advisory Services, Inc.; Vice President, Chief Legal Officer and Chief Operating Officer, Franklin Investment Advisory Services, Inc.; and officer of 53 of the investment companies in the Franklin Templeton Group of Funds. Age 50. MARK G. HOLOWESKO President, Templeton Global Advisors Limited; Chief VICE PRESIDENT SINCE 1989 Investment Officer, Global Equity Group; Executive Vice President and Director, Templeton Worldwide, Inc.; officer of 21 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Investment Administrator, RoyWest Trust Corporation (Bahamas) Limited (1984-1985). Age 38. MARTIN L. FLANAGAN Senior Vice President and Chief Financial Officer, Franklin VICE PRESIDENT SINCE 1989 Resources, Inc.; Executive Vice President and Director, Templeton Worldwide, Inc.; Executive Vice President, Chief Operating Officer and Director, Templeton Investment Counsel, Inc.; Executive Vice President and Chief Financial Officer, Franklin Advisers, Inc.; Chief Financial Officer, Franklin Advisory Services, Inc. and Franklin Investment Advisory Services, Inc.; President and Director, Franklin Templeton Services, Inc.; Senior Vice President and Chief Financial Officer, Franklin/Templeton Investor Services, Inc.; officer and/or director of some of the other subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of 53 of the investment companies in the Franklin Templeton Group of Funds. Age 38. JOHN R. KAY Vice President and Treasurer, Templeton Worldwide, Inc.; VICE PRESIDENT SINCE 1994 Assistant Vice President, Franklin Templeton Distributors, Inc.; officer of 25 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Vice President and Controller, Keystone Group, Inc. Age 58.
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NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE FUND DURING PAST FIVE YEARS AND AGE - ------------------------- ----------------------------------------------------------------- ELIZABETH M. KNOBLOCK General Counsel, Secretary and Senior Vice President, VICE PRESIDENT - Templeton Investment Counsel, Inc.; Senior Vice President, COMPLIANCE SINCE 1996 Templeton Global Investors, Inc.; officer of 21 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Vice President and Associate General Counsel, Kidder Peabody & Co. Inc. (1989-1990), Assistant General Counsel, Gruntal & Co., Inc. (1988), Vice President and Associate General Counsel, Shearson Lehman Hutton Inc. (1988), Vice President and Assistant General Counsel, E.F. Hutton & Co. Inc. (1986-1988), and Special Counsel of the Division of Investment Management, U.S. Securities and Exchange Commission (1984-1986). Age 43. BARBARA J. GREEN Senior Vice President, Templeton Worldwide, Inc. and SECRETARY SINCE 1996 Templeton Global Investors, Inc.; officer of 21 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Deputy Director of the Division of Investment Management, Executive Assistant and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange Commission (1986-1995), Attorney, Rogers & Wells, and Judicial Clerk, U.S. District Court (District of Massachusetts). Age 51. JAMES R. BAIO Certified Public Accountant; Treasurer, Franklin Mutual TREASURER SINCE 1994 Advisers, Inc.; Senior Vice President, Templeton Worldwide, Inc., Templeton Global Investors, Inc. and Templeton Funds Trust Company; officer of 22 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Senior Tax Manager, Ernst & Young (certified public accountants) (1977-1989). Age 44.
16 PROPOSAL 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS HOW ARE INDEPENDENT AUDITORS SELECTED? The Board has a standing Audit Committee consisting of Messrs. Galbraith, Hines and Millsaps, all of whom are Independent Directors. The Audit Committee reviews the maintenance of the Fund's records and the safekeeping arrangements of the Fund's custodian, reviews both the audit and non-audit work of the Fund's independent auditors, and submits a recommendation to the Board as to the selection of independent auditors. WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT? For the current fiscal year, the Board selected as auditors the firm of McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017. McGladrey & Pullen, LLP has been the auditors of the Fund since its inception in 1988, and has examined and reported on the fiscal year-end financial statements, dated August 31, 1998, and certain related U.S. Securities and Exchange Commission filings. Neither the firm of McGladrey & Pullen, LLP nor any of its members have any material direct or indirect financial interest in the Fund. Representatives of McGladrey & Pullen, LLP are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence. PROPOSAL 3: OTHER BUSINESS The Directors know of no other business to be presented at the Meeting. However, if any additional matters should be properly presented, proxies will be voted or not voted as specified. Proxies reflecting no specification will be voted in accordance with the judgment of the persons named in the proxy. /diamond/ INFORMATION ABOUT THE FUND THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton Investment Counsel, Inc., a Florida corporation with offices at Broward Financial Centre, 500 East Broward Blvd., Suite 2100, Ft. Lauderdale, Florida 33394-3091, through its Templeton Global Bond Managers division. Pursuant to an investment management agreement, the Investment Manager manages the investment and reinvestment of Fund assets. The Investment Manager is an indirect, wholly-owned subsidiary of Resources. 17 THE FUND ADMINISTRATOR. The administrator of the Fund is Franklin Templeton Services, Inc. ("FT Services") with offices at 777 Mariners Island Blvd., San Mateo, California 94403-7777. FT Services is an indirect, wholly-owned subsidiary of Resources. Pursuant to an administration agreement, FT Services performs certain administrative functions for the Fund. THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement agent for the Fund is ChaseMellon Shareholder Services, L.L.C., 85 Challenger Road, Overpeck Centre, Ridgfield Park, New Jersey 07660. THE CUSTODIAN. The custodian for the Fund is The Chase Manhattan Bank, MetroTech Center, Brooklyn, New York 11245. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. U.S. securities laws require that the Fund's Directors, Officers and shareholders owning more than 10% of outstanding shares, as well as affiliated persons of its Investment Manager, report their ownership of the Fund's shares and any changes in that ownership. Specific due dates for these reports have been established, and the Fund is required to report in this proxy statement any failure to file by these dates during the fiscal year ended August 31, 1998. To the best of the Fund's knowledge, all of these filing requirements were met. OTHER MATTERS. The Fund's last audited financial statements and annual report, dated August 31, 1998, are available free of charge. To obtain a copy, please call 1-800/DIAL BEN/registered trademark/ or forward a written request to Franklin/Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida 33733-8030. As of December 18, 1998, the Fund had 116,282,800 shares outstanding and total net assets of $941,162,346. The Fund's shares are listed on the NYSE (symbol: GIM) and on the Pacific Exchange. From time to time, the number of shares held in "street name" accounts of various securities dealers for the benefit of their clients may exceed 5% of the total shares outstanding. To the knowledge of the Fund's management, as of November 12, 1998, there were no other entities holding beneficially or of record more than 5% of the Fund's outstanding shares. In addition, to the knowledge of the Fund's management, as of November 12, 1998, no nominee or Director of the Fund owned 1% or more of the outstanding shares of the Fund, and the Officers and Directors of the Fund owned, as a group, less than 1% of the outstanding shares of the Fund. 18 /diamond/ FURTHER INFORMATION ABOUT VOTING AND THE MEETING SOLICITATION OF PROXIES. The cost of soliciting proxies, including the fees of a proxy soliciting agent, are borne by the Fund. The Fund reimburses brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them to execute proxies. In addition, the Fund may retain a professional proxy solicitation firm to assist with any necessary solicitation of proxies. The Fund expects that the solicitation would be primarily by mail, but also may include telephone, telecopy or oral solicitations. If the Fund does not receive your proxy by a certain time you may receive a telephone call from Shareholder Communications Corporation asking you to vote. If professional proxy solicitors are retained, it is expected that soliciting fees would be approximately $3,500, plus expenses. The Fund does not reimburse Directors and Officers of the Fund, or regular employees and agents of the Investment Manager involved in the solicitation of proxies. The Fund intends to pay all costs associated with the solicitation and the Meeting. VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting, broker-dealer firms holding shares of the Fund in "street name" for their customers will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the broker-dealer firms' proxy solicitation materials, the Fund understands that NYSE Rules permit the broker-dealers to vote on the items to be considered at the Meeting on behalf of their customers and beneficial owners. Certain broker-dealers may exercise discretion over shares held in their name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions. QUORUM. A majority of the shares entitled to vote--present in person or represented by proxy--constitutes a quorum at the Meeting. The shares over which broker-dealers have discretionary voting power, the shares that represent "broker non-votes" (I.E., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention on any item are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. 19 METHODS OF TABULATION. Proposal 1, the election of Directors, requires the affirmative vote of the holders of a plurality of the Fund's shares present and voting on the Proposal at the Meeting. Proposal 2, ratification of the selection of the independent auditors, requires the affirmative vote of a majority of the Fund's shares present and voting on the Proposal at the Meeting. Proposal 3, the transaction of any other business, is expected to require the affirmative vote of a majority of the Fund's shares present and voting on the Proposal at the Meeting. Abstentions and broker non-votes will be treated as votes not cast and, therefore, will not be counted for purposes of obtaining approval of Proposals 1, 2, and 3. SIMULTANEOUS MEETINGS. The Meeting is to be held at the same time as the meetings of shareholders of Templeton Emerging Markets Fund, Inc., Templeton Global Governments Income Trust, Templeton China World Fund, Inc., and Templeton Emerging Markets Income Fund, Inc. It is anticipated that all meetings will be held simultaneously. If any shareholder at the Meeting objects to the holding of a simultaneous meeting and moves for an adjournment of the Meeting to a time promptly after the simultaneous meeting, the persons named as proxies will vote in favor of such adjournment. ADJOURNMENT. In the event that a quorum is not present at the Meeting, the Meeting will be adjourned to permit further solicitation of proxies. In the event that a quorum is present, but sufficient votes have not been received to approve one or more of the proposals, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to those proposals. The persons named as proxies will vote in their discretion on questions of adjournment those shares for which proxies have been received that grant discretionary authority to vote on matters that may properly come before the Meeting. SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting will be held in February 2000. Shareholder proposals to be presented at the next annual meeting must be received at the Fund's offices, 500 East Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091, no later than September 14, 1999 in order to be included in the Fund's proxy statement and proxy card relating to that meeting and presented at the meeting. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the proxy statement. A shareholder who wishes to make a proposal at the 2000 annual meeting of shareholders without including the proposal in the Fund's proxy 20 statement must notify the Fund, at the Fund's offices, of such proposal by November 28, 1999. If a shareholder fails to give notice by this date, then the persons named as proxies in the proxies solicited by the Board for the 2000 annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. By order of the Board of Directors, Barbara J. Green, SECRETARY January 11, 1999 21 PAGE TEMPLETON GLOBAL INCOME FUND, INC. ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 16, 1999 The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO and BRUCE S. ROSENBERG, and each of them, proxies of the undersigned with full power of substitution to vote all shares of Templeton Global Income Fund, Inc. (the "Fund") that the undersigned is entitled to vote at the Fund's Annual Meeting to be held at 500 East Broward Blvd., 12th Floor, Ft. Lauderdale, Florida at 10:00 a.m., EST, on the 16th day of February 1999, including any adjournment thereof, upon matters set forth below and revokes all previous proxies for his shares. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR PROPOSALS 1 (INCLUDING ALL NOMINEES FOR DIRECTORS) AND 2, AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO ANY OTHER MATTER PURSUANT TO PROPOSAL 3. (CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE) FOLD AND DETACH HERE Please mark your ballot as indicated in this example [ ] THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3. Proposal 1 - Election of Directors. FOR all nominees WITHHOLD Nominees: Frank J. Crothers, John Wm. Galbraith, Edith E. listed (except as AUTHORITY Holiday, Gordon S. Macklin and Constantine D. marked to the right) to vote for all Tseretopoulos. nominees listed [ ] [ ] To withhold authority to vote for any individual nominee, write that nominee's name on the line below. ------------------------------------------------------------
Proposal 2 - Ratification of the selection of McGladrey & Pullen, LLP as independent auditors for the Fund for the fiscal year ending August 31, 1999. FOR AGAINST ABSTAIN [ ] [ ] [ ] Proposal 3 - In their discretion, the Proxyholders are authorized to vote upon such other matters that may legally come before the Meeting or any adjournments thereof. FOR AGAINST ABSTAIN [ ] [ ] [ ] I PLAN TO ATTEND THE MEETING. YES NO [ ] [ ] SIGNATURE(S): DATED , 1999 --------------------------------------------- ------- PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING FOR ESTATES, TRUSTS OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. FOLD AND DETACH HERE -----END PRIVACY-ENHANCED MESSAGE-----