-----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, VmHjnN+wV83gYmlq4gezO71cyvDeCeiCVHmFlQpYEZZJ0R+dBqC/qjo90W4y8re4 o4AbXQYkJsNWsR9aRRQtKw== 0001016843-00-000057.txt : 20000203 0001016843-00-000057.hdr.sgml : 20000203 ACCESSION NUMBER: 0001016843-00-000057 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000307 FILED AS OF DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST CENTRAL INDEX KEY: 0000841191 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 226459035 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-05677 FILM NUMBER: 516350 BUSINESS ADDRESS: STREET 1: 500 E BROWARD BLVD STREET 2: STE 2100 CITY: FT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 6503126505 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC LEGAL/COMPLIANCE STREET 2: 901 MARINERS ISLAND BLVD 6TH FL CITY: SAN MATEO STATE: CA ZIP: 94404 DEF 14A 1 PROXY STATEMENT FOR MTG 3/7/00 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 GOVERNMENTS INCOME TRUST ------------------------------------------------ (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: [FRANKLIN TEMPLETON LOGO] TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST IMPORTANT SHAREHOLDER INFORMATION These materials are for the Annual Meeting of Shareholders scheduled for Tuesday, March 7, 2000 at 2:00 p.m. Eastern time. 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 Trustees' 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 TRUST 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. [FRANKLIN TEMPLETON LOGO] TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting ("Meeting") of shareholders of Templeton Global Governments Income Trust (the "Trust") will be held at the Trust's offices, 500 East Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, March 7, 2000 at 2:00 p.m. Eastern time. During the Meeting, shareholders of the Trust will vote on three proposals: 1. The election of four Trustees of the Trust to hold office for the terms specified; 2. The ratification or rejection of the selection of PricewaterhouseCoopers LLP as independent auditors of the Trust for the fiscal year ending August 31, 2000; and 3. The transaction of any other business that may properly come before the Meeting. By order of the Board of Trustees, Barbara J. Green SECRETARY January 28, 2000 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 GOVERNMENTS INCOME TRUST PROXY STATEMENT /diamond/ INFORMATION ABOUT VOTING WHO IS ELIGIBLE TO VOTE? Shareholders of record at the close of business on Friday, January 14, 2000 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 28, 2000. ON WHAT ISSUES AM I BEING ASKED TO VOTE? You are being asked to vote on three proposals: 1. The election of four nominees to the position of Trustee; 2. The ratification or rejection of the selection of PricewaterhouseCoopers LLP as independent auditors of the Trust for the fiscal year ending August 31, 2000; and 3. The transaction of any other business that may properly come before the Meeting. HOW DO THE TRUST'S TRUSTEES RECOMMEND THAT I VOTE? The Trustees unanimously recommend that you vote: 1. FOR the election of the four nominees; 2. FOR the ratification of the selection of PricewaterhouseCoopers LLP as independent auditors of the Trust; and 3. FOR the proxyholders to have discretion to vote 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 Trustee (Proposal 1), IN FAVOR of ratifying the selection of PricewaterhouseCoopers 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 may properly come before the Meeting (Proposal 3). CAN I REVOKE MY PROXY? You may revoke your proxy at any time before it is voted by forwarding a written revocation or a later-dated proxy to the Trust that is received at or prior to the Meeting, or by attending the Meeting and voting in person. /diamond/ THE PROPOSALS PROPOSAL 1: ELECTION OF TRUSTEES HOW ARE NOMINEES SELECTED? The Board of Trustees of the Trust (the "Board") has a Nominating and Compensation Committee (the "Committee") consisting of Andrew H. Hines, Jr., Edith E. Holiday and Gordon S. Macklin, all of whom are independent trustees. The Committee is responsible for the selection and nomination for appointment of candidates to serve as Trustees of the Trust. The Committee will review shareholders' nominations to fill vacancies on the Board, if these nominations are submitted in writing and addressed to the Committee at the Trust's offices. However, the Committee expects to be able to identify from its own resources an ample number of qualified candidates. WHO ARE THE NOMINEES AND TRUSTEES? 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 four Trustees are expiring. 2 Nicholas F. Brady, Edith E. Holiday, Charles B. Johnson, and Betty P. Krahmer have been nominated for three-year terms, set to expire at the 2003 Annual Meeting of Shareholders. These terms continue, however, until successors are duly elected and qualified. All of the nominees are currently members of the Board. In addition, all of the current nominees and Trustees 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 Trustees of the Trust 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 Trust, is the son and nephew, respectively, of brothers Charles B. Johnson, the Chairman of the Board and a Vice President of the Trust, and Rupert H. Johnson, Jr., a Trustee and Vice President of the Trust. Each nominee is currently available 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 persons who may be nominated as Trustees. 3 Listed below, for each nominee and Trustee, is a brief description of recent professional experience, and ownership of shares of the Trust and shares of all funds in the Franklin Templeton Group of Funds.
SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ---------------------- ----------------------------------- ------------------- ------------------ NOMINEES TO SERVE UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS: NICHOLAS F. BRADY* Chairman, Templeton 1,000** 57,649 TRUSTEE SINCE 1993 Emerging 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 oil and gas), C2, Inc. (operating and investment business), and H.J. Heinz Company (processed foods and allied products); director or trustee, as the case may be, of 19 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Secretary of the United States Department of the Treasury (1988-1993), Chairman of the Board, Dillon, Read & Co., Inc. (investment banking) (until 1988), and United States Senator, New Jersey (April 1982 - December 1982). Age 69.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ----------------------- ---------------------------------- ------------------- ------------------ EDITH E. HOLIDAY Director, Amerada Hess 100** 7,775 TRUSTEE SINCE 1996 Corporation (exploration and refining of oil and gas) (1993- present), Hercules Incorporated (chemicals, fibers and resins) (1993-present), Beverly Enterprises, Inc. (health care) (1995-present), H.J. Heinz Company (processed foods and allied products) (1994-present), and RTI International Metals, Inc. (manufacture and distribution of titanium) (July 1999- present); director or trustee, as the case may be, of 24 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, 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 47.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ------------------------------ --------------------------------- ------------------- ------------------ CHARLES B. JOHNSON* Chairman of the Board, Chief 1,000** 22,129,667 CHAIRMAN SINCE 1995 AND Executive Officer, Member- VICE PRESIDENT SINCE 1992 Office of the Chairman and Director, Franklin Resources, Inc.; Chairman of the Board and Director, Franklin Advisers, Inc. and Franklin Investment Advisory Services, Inc.; Vice President, 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 48 of the investment companies in the Franklin Templeton Group of Funds. Age 67. BETTY P. KRAHMER Director or trustee of various 100** 152,881 TRUSTEE SINCE 1990 civic associations; director or trustee, as the case may be, of 19 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Economic Analyst, U.S. government. Age 70.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ----------------------- ---------------------------------- ------------------- ------------------ TRUSTEES SERVING UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS: FRANK J. CROTHERS Chairman, Caribbean Electric 0 6,696 TRUSTEE SINCE 1999 Utility Services Corporation and Atlantic Equipment & 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 11 of the investment companies in the Franklin Templeton Group of Funds. Age 55. JOHN Wm. GALBRAITH President, Galbraith Properties, 1,290** 3,047,720 TRUSTEE 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 18 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 78.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ------------------------------ --------------------------------- ------------------- ------------------ RUPERT H. JOHNSON, JR.* Vice Chairman, Member - 0 15,174,056 TRUSTEE SINCE 1992 AND Office of the Chairman and VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Executive Vice President and Director, Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc. and Franklin Investment Advisory Services, Inc.; Senior Vice President, Franklin Advisory Services, LLC; 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 51 of the investment companies in the Franklin Templeton Group of Funds. Age 59. FRED R. MILLSAPS Manager of personal 0 261,803 TRUSTEE SINCE 1990 investments (1978-present); director of various business and nonprofit organizations; director or trustee, as the case may be, of 20 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 70.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ------------------------ --------------------------------- ------------------- ------------------ CONSTANTINE D. Physician, Lyford Cay Hospital 0 91,220 TSERETOPOULOS (1987-present); director of TRUSTEE SINCE 1999 various nonprofit organizations; director or trustee, as the case may be, of 11 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 45. TRUSTEES SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS: HARRIS J. ASHTON Director, RBC Holdings, Inc. 500** 1,509,048 TRUSTEE SINCE 1992 (bank holding company) and Bar-S Foods (meat packing company); director or trustee, as the case may be, of 47 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) (until 1998). Age 67. S. JOSEPH FORTUNATO Member of the law firm of 100** 583,059 TRUSTEE SINCE 1992 Pitney, Hardin, Kipp & Szuch; and director or trustee, as the case may be, of 49 of the investment companies in the Franklin Templeton Group of Funds. Age 67.
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SHARES BENEFICIALLY OWNED IN THE TRUST SHARES FRANKLIN BENEFICIALLY OWNED TEMPLETON AND % OF TOTAL GROUP OF FUNDS PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE NAME AND OFFICES DURING PAST FIVE SHARES AS OF TRUST) AS OF WITH THE TRUST YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999 - ------------------------- ----------------------------------- ------------------- ------------------ 181** 49,727 ANDREW H. HINES, JR. Consultant, Triangle Consulting TRUSTEE SINCE 1990 Group; Executive-in-Residence, Eckerd College (1991-present); director or trustee, as the case may be, of 20 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 77. GORDON S. MACKLIN Director, Martek Biosciences 2,000** 443,627 TRUSTEE SINCE 1993 Corporation, MCI WorldCom, Inc. (information services), MedImmune, Inc. (biotechnology), Overstock.com (internet services), White Mountains Insurance Group, Ltd. (holding company) and Spacehab, Inc. (aerospace services); director or trustee, as the case may be, of 47 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Chairman, White River Corporation (financial services) and Hambrecht & Quist Group (investment banking), and President, National Association of Securities Dealers, Inc. Age 71.
10 ------------------------ * Nicholas F. Brady, Charles B. Johnson, and Rupert H. Johnson, Jr. 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 trustees. Charles B. Johnson and Rupert H. Johnson, Jr. are interested persons due to their ownership interest in Resources, their employment affiliations with Resources and their positions with the Trust. 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 Trustees of the Trust are not interested persons of the Trust (the "Independent Trustees"). ** Less than 1%. HOW OFTEN DO THE TRUSTEES MEET AND WHAT ARE THEY PAID? The role of the Trustees is to provide general oversight of the Trust's business, and to ensure that the Trust is operated for the benefit of shareholders. The Trustees anticipate meeting at least five times during the current fiscal year to review the operations of the Trust and the Trust's investment performance. The Trustees also oversee the services furnished to the Trust by Templeton Global Bond Managers, a division of Templeton Investment Counsel, Inc., the Trust's investment manager (the "Investment Manager"), and various other service providers. The Trust currently pays the Independent Trustees and Mr. Brady an annual retainer of $2,000 and a fee of $100 per Board meeting attended. Trustees serving on the Audit Committee of the Trust 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 Trust. 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, 1999, there were five meetings of the Board, four meetings of the Audit Committee, and three meetings of the Nominating and Compensation Committee. Each of the Trustees attended at least 75% of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the Trustee served. There was 100% attendance at the meetings of the Audit Committee and the Nominating and Compensation Committee. Certain Trustees and Officers of the Trust 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 Trust expenses. 11
AGGREGATE NUMBER OF BOARDS WITHIN THE TOTAL COMPENSATION FROM COMPENSATION FRANKLIN TEMPLETON GROUP OF THE FRANKLIN TEMPLETON NAME OF TRUSTEE FROM THE TRUST* FUNDS ON WHICH TRUSTEE SERVES** GROUP OF FUNDS*** - ------------------------- ----------------- --------------------------------- ------------------------- Harris J. Ashton $2,500 47 $363,165 Nicholas F. Brady 2,500 19 138,700 Frank J. Crothers 1,012 11 72,400 S. Joseph Fortunato 2,500 49 363,238 John Wm. Galbraith 2,532 18 144,200 Andrew H. Hines, Jr. 2,530 20 203,700 Edith E. Holiday 2,500 24 237,265 Betty P. Krahmer 2,500 19 138,700 Gordon S. Macklin 2,500 47 363,165 Fred R. Millsaps 2,529 20 201,700 Constantine D. Tseretopoulos 1,006 11 70,400
------------------------ * Compensation received for the fiscal year ended August 31, 1999. ** 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 53 registered investment companies, with approximately 155 U.S. based funds or series. *** For the calendar year ended December 31, 1999. The table above indicates the total fees paid to Trustees by the Trust individually and by all of the funds in the Franklin Templeton Group of Funds. These Trustees 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 Trustees and the Trust'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 and Trustees who can more effectively oversee the management of the funds. 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 to 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. 12 WHO ARE THE EXECUTIVE OFFICERS OF THE TRUST? Officers of the Trust are appointed by the Trustees 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 TRUST DURING PAST FIVE YEARS AND AGE - ----------------------------- ------------------------------------------------------------- CHARLES B. JOHNSON See Proposal 1, "Election of Trustees." 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, Chief International General Counsel and Director, Templeton Worldwide, Inc.; Executive Vice President, Director and General Counsel, Templeton International, Inc.; Executive Vice President and Secretary, Templeton Global Advisors Limited; officer of certain off-shore Templeton funds; officer of four of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Senior Attorney, U.S. Securities and Exchange Commission. Age 50. SAMUEL J. FORESTER, JR. Managing Director, Templeton Worldwide, Inc.; Vice VICE PRESIDENT SINCE 1996 President and Director, Templeton Global Income Portfolio Ltd.; Director, Closed Joint-Stock Company Templeton and Templeton Trust Services Pvt. Ltd.; officer of 10 of the investment companies in the Franklin Templeton Group of Funds; 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 51. RUPERT H. JOHNSON, JR. See Proposal 1, "Election of Trustees." TRUSTEE SINCE 1992 AND VICE PRESIDENT SINCE 1996
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NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE TRUST DURING PAST FIVE YEARS AND AGE - ----------------------------- ---------------------------------------------------------------- HARMON E. BURNS Vice Chairman, Member - Office of the Chairman and VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Executive Vice President and Director, Franklin Templeton Distributors, Inc. and Franklin Templeton Services, Inc.; Executive Vice President, Franklin Advisers, Inc.; Director, Franklin Investment Advisory Services, Inc. and 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 51 of the investment companies in the Franklin Templeton Group of Funds. Age 54. CHARLES E. JOHNSON President, Member - Office of the President and Director, VICE PRESIDENT SINCE 1996 Franklin Resources, Inc.; Senior Vice President, Franklin Templeton Distributors, Inc.; President and Director, Templeton Worldwide, Inc.; Chairman and Director, Templeton Investment Counsel, Inc.; President, Franklin Advisers, Inc. and Franklin Investment Advisory 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 32 of the investment companies in the Franklin Templeton Group of Funds. Age 43. 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 19 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Investment Administrator, RoyWest Trust Corporation (Bahamas) Limited (1984-1985). Age 39. MARTIN L. FLANAGAN President, Member - Office of the President, Franklin VICE PRESIDENT SINCE 1989 Resources, Inc.; President and Director, Franklin Templeton Services, Inc.; Executive Vice President, Chief Financial Officer 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.; officer and/or director of a number of other subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of 51 of the investment companies in the Franklin Templeton Group of Funds. Age 39.
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NAME AND OFFICES PRINCIPAL OCCUPATION WITH THE TRUST DURING PAST FIVE YEARS AND AGE - -------------------------------- ---------------------------------------------------------------- JOHN R. KAY Vice President, Templeton Worldwide, Inc.; Assistant Vice VICE PRESIDENT SINCE 1994 President, Franklin Templeton Distributors, Inc.; officer of 24 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Vice President and Controller, Keystone Group, Inc. Age 59. ELIZABETH M. KNOBLOCK General Counsel, Secretary and Senior Vice President, VICE PRESIDENT -- COMPLIANCE Templeton Investment Counsel, Inc.; Senior Vice President, SINCE 1996 Templeton Global Investors, Inc.; officer of 23 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, Division of Investment Management, U.S. Securities and Exchange Commission (1984-1986). Age 44. BARBARA J. GREEN Vice President and Deputy General Counsel, Franklin SECRETARY SINCE 1996 Resources, Inc.; Senior Vice President, Templeton Worldwide, Inc. and Templeton Global Investors, Inc.; officer of 46 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Deputy Director, 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 52. JAMES R. BAIO Certified Public Accountant; Senior Vice President, TREASURER SINCE 1994 Templeton Worldwide, Inc., Templeton Global Investors, Inc. and Templeton Funds Trust Company; officer of 20 of the investment companies in the Franklin Templeton Group of Funds; and FORMERLY, Senior Tax Manager, Ernst & Young (certified public accountants) (1977-1989). Age 45.
15 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 Trustees. The Audit Committee reviews the maintenance of the Trust's records and the safekeeping arrangements of the Trust's custodian, reviews both the audit and non-audit work of the Trust's independent auditors, and submits a recommendation to the Board as to the selection of independent auditors. WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT? Upon the recommendation of the Audit Committee, the Board selected the firm of PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA 94105, as auditors of the Trust for the current fiscal year. PricewaterhouseCoopers LLP has examined and reported on the fiscal year-end financial statements, dated August 31, 1999, and certain related U.S. Securities and Exchange Commission filings. You are being asked to ratify the Board's selection of PricewaterhouseCoopers LLP for the current fiscal year. Services to be performed by the auditors include examining and reporting on the fiscal year-end financial statements of the Trust and certain related filings with the U.S. Securities and Exchange Commission. McGladrey & Pullen, LLP resigned as auditors of the Trust on August 13, 1999. McGladrey & Pullen, LLP served as the Trust's auditors from the Trust's inception through the fiscal year ended August 31, 1998. There have not been any disputes or disagreements with McGladrey & Pullen, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. H&R Block, a public company, acquired certain assets of McGladrey & Pullen, LLP on August 2, 1999. Following the acquisition by a public company, McGladrey & Pullen, LLP elected to not continue servicing clients in the mutual fund business. As a result, the partners and professional staff who were previously responsible for auditing the Trust's financial statements became associated with PricewaterhouseCoopers LLP. Neither the firms of PricewaterhouseCoopers LLP and McGladrey & Pullen, LLP nor any of their members have any material direct or indirect financial interest in the Trust. Representatives of PricewaterhouseCoopers LLP and McGladrey & Pullen, LLP are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence. 16 PROPOSAL 3: OTHER BUSINESS The Trustees 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. Because the Trust did not have notice of any such matters before November 27, 1999, the persons named as proxies may exercise their discretionary voting power with respect to any matter presented at the Meeting. /diamond/INFORMATION ABOUT THE TRUST THE INVESTMENT MANAGER. The Investment Manager of the Trust is Templeton Investment Counsel, Inc., a Florida corporation with offices at Broward Financial Centre, 500 East Broward Boulevard, 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 Trust assets. The Investment Manager is an indirect, wholly owned subsidiary of Resources. THE ADMINISTRATOR. The administrator of the Trust is Franklin Templeton Services, Inc. ("FT Services") with offices at 777 Mariners Island Boulevard, 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 Trust. In addition, pursuant to a sub-administration agreement with Morgan Stanley Dean Witter Advisors Inc. ("MSDW"), MSDW performs, subject to FT Services' supervision, various administrative functions for the Trust. MSDW's principal offices are located at Two World Trade Center, New York, New York 10048. THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement agent for the Trust is Morgan Stanley Dean Witter Trust(FSB) at Harborside Financial Center, Plaza Two, Jersey City, New Jersey 07311-3977. THE CUSTODIAN. The custodian for the Trust is The Chase Manhattan Bank, MetroTech Center, Brooklyn, New York 11245. OTHER MATTERS. The Trust's last audited financial statements and annual report, dated August 31, 1999, 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. 17 As of January 14, 2000, the Trust had 22,642,821 shares outstanding and total net assets of $158,132,554. The Trust's shares are listed on the NYSE (symbol: TGG). 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 Trust's management, as of January 14, 2000, there were no other entities holding beneficially or of record more than 5% of the Trust's outstanding shares. In addition, to the knowledge of the Trust's management, as of January 14, 2000, no nominee or Trustee of the Trust owned 1% or more of the outstanding shares of the Trust, and the Trustees and Officers of the Trust owned, as a group, less than 1% of the outstanding shares of the Trust. /diamond/FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS' MEETING SOLICITATION OF PROXIES. Your vote is being solicited by the Board of Trustees of the Trust. The cost of soliciting proxies, including the fees of a proxy soliciting agent, is borne by the Trust. The Trust 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 Trust may retain a professional proxy solicitation firm to assist with any necessary solicitation of proxies. The Trust expects that the solicitation would be primarily by mail, but also may include telephone, telecopy or oral solicitations. If the Trust 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 Trust does not reimburse Trustees and Officers of the Trust, or regular employees and agents of the Investment Manager involved in the solicitation of proxies. The Trust intends to pay all costs associated with the solicitation and the Meeting. VOTING BY BROKER-DEALERS. The Trust expects that, before the Meeting, broker-dealer firms holding shares of the Trust 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 Trust understands that NYSE Rules permit the broker-dealers to vote on the proposals 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. 18 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. METHODS OF TABULATION. Proposal 1, the election of Trustees, requires the affirmative vote of the holders of a plurality of the Trust'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 Trust's shares present and voting on the Proposal at the Meeting. Proposal 3, for the proxyholders to have discretion to vote on any other business that may properly come before the Meeting, requires the affirmative vote of a majority of the Trust'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 each Proposal. SIMULTANEOUS MEETINGS. The Meeting is to be held at the same time as the meetings of shareholders of Templeton Global Income Fund, Inc., Templeton Emerging Markets Fund, Inc., 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. 19 SHAREHOLDER PROPOSALS. The Trust anticipates that its next annual meeting will be held in February 2001. Shareholder proposals to be presented at the next annual meeting must be received at the Trust's offices, 500 East Broward Boulevard, Ft. Lauderdale, Florida 33394-3091, Attn: Secretary, no later than September 30, 2000 in order to be included in the Trust'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 2001 Annual Meeting of Shareholders without including the proposal in the Trust's proxy statement should notify the Trust, at the Trust's offices, of such proposal by December 14, 2000. 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 2001 annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. By order of the Board of Trustees, Barbara J. Green SECRETARY January 28, 2000 20 TLTGG PROXY 1/00 TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST ANNUAL MEETING OF SHAREHOLDERS - MARCH 7, 2000 The undersigned hereby revokes all previous proxies for his/her shares and 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 Governments Income Trust (the" Trust") that the undersigned is entitled to vote at the Trust's Annual Meeting to be held at 500 East Broward Blvd., 12th Floor, Ft. Lauderdale, Florida at 2:00 p.m., Eastern time, on the 7th day of March 2000, including any adjournments thereof, upon matters set forth below. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR PROPOSALS 1 (INCLUDING ALL NOMINEES FOR TRUSTEE'S), AND 2, 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 USING BLACK OR BLUE INK. [ ] THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3. Proposal 1 - Election of Trustees. FOR WITHHOLD FOR ALL EXCEPT [ ] [ ] [ ] NOMINEES: NICHOLAS F. BRADY, EDITH E. HOLIDAY, CHARLES B. JOHNSON AND BETTY P. KRAHMER. INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGHT THE NOMINEE'S NAME. Proposal 2 - Ratification of the selection of PricewaterhouseCoopers LLP as independent auditors for the Trust for the fiscal year ending August 31, 2000. FOR AGAINST ABSTAIN [ ] [ ] [ ] Proposal 3 - In their discretion, the Proxyholders are authorized to vote upon such other matters that may properly come before the Meeting or any adjournments thereof. FOR AGAINST ABSTAIN [ ] [ ] [ ] IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX. [ ] DATED , 2000 --------------------------------- 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. - ------------------------------------------------------ SIGNATURE - ------------------------------------------------------ CO-OWNER (IF ANY) SIGN IN THE BOX ABOVE PLEASE DETACH AT PERFORMATION ALONG DOTTED LINE TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST IMPORTANT PLEASE SEND IN YOUR PROXY...TODAY! YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT RESPONDED. -----END PRIVACY-ENHANCED MESSAGE-----