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:
PAGE
[GRAPHIC OMITTED]
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST
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 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.
<PAGE>
[GRAPHIC OMITTED]
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Global Governments
Income Trust (the "Trust") 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 Trust will vote on three proposals:
1. The election of Trustees of the Trust to hold office for the terms specified;
2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as
independent auditors of the Trust 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 Trustees,
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.
<PAGE>
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 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 Trustee;
2. The ratification or rejection of the selection of McGladrey & Pullen, LLP
as independent auditors of the Trust 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 TRUST'S TRUSTEES RECOMMEND THAT I VOTE?
The Trustees 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 Trust; and
3. FOR the proxyholders to vote, in their discretion, on any other business
that may properly come before the Meeting.
1
<PAGE>
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 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 Trust, (2) forwarding to the Trust
a later-dated proxy card that is received by the Trust at or prior to the
Meeting, or (3) 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. The Committee is responsible for the
selection, nomination for appointment and election 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 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.
2
<PAGE>
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 three Trustees are expiring. John Wm. Galbraith, Rupert H. Johnson,
Jr. and Fred R. Millsaps have been nominated for three-year terms, set to
expire at the 2002 Annual Meeting of Shareholders. In addition, Frank J.
Crothers and Constantine D. Tseretopoulos have been nominated for three-year
terms, set to expire at the 2002 Annual Meeting of Shareholders. These terms
continue, however, until successors are duly elected and qualified. With the
exception of Messrs. Crothers and Tseretopoulos, 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 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 Trustees.
3
<PAGE>
Listed below, for each nominee and current Trustee, is a brief description of
recent professional experience.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ---------------------- ---------------------------------- -------------------- ------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 2002 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.
JOHN Wm. GALBRAITH President, Galbraith Properties, 1,090** 1,838,341
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 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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- --------------------------- ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
RUPERT H. JOHNSON, JR.* Executive Vice President and 0 18,990,216
TRUSTEE SINCE 1992 Director, Franklin Resources, Inc.
AND VICE PRESIDENT and Franklin Templeton
SINCE 1996 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.
FRED R. MILLSAPS Manager of personal investments 0 420,628
TRUSTEE 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.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ----------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
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.
TRUSTEES SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS:
HARRIS J. ASHTON Director, RBC Holdings, Inc. 500** 1,105,180
TRUSTEE 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.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100** 437,525
TRUSTEE 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.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ------------------------ ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
ANDREW H. HINES, JR. Consultant for the Triangle 181** 40,954
TRUSTEE 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.
GORDON S. MACKLIN Director, Fund American 2,000** 373,061
TRUSTEE 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.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ---------------------- ----------------------------------- -------------------- ------------------
<S> <C> <C> <C>
TRUSTEES SERVING UNTIL 2000 ANNUAL MEETING OF SHAREHOLDERS:
NICHOLAS F. BRADY* Chairman, Templeton Emerging 1,000** 45,169
TRUSTEE 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.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ---------------------- ----------------------------------- -------------------- ------------------
<S> <C> <C> <C>
EDITH E. HOLIDAY Director, Amerada Hess 100** 4,978
TRUSTEE 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.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
TRUST SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON TRUST) AS OF
WITH THE TRUST YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ----------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
CHARLES B. JOHNSON* President, Chief Executive Officer 1,000** 1,795,726
CHAIRMAN SINCE 1995 and Director, Franklin Resources,
AND VICE PRESIDENT Inc.; Chairman of the Board and
SINCE 1992 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.
BETTY P. KRAHMER Director or trustee of various 100** 136,268
TRUSTEE SINCE 1990 civic 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.
</TABLE>
------------------------
* Nicholas F. Brady, Charles B. Johnson, and Rupert H. 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 trustees. Charles B. Johnson and Rupert H.
Johnson are interested persons due to their 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 Trustees of the Trust are not interested persons of the Trust
(the "Independent Trustees").
** Less than 1% of the outstanding shares of the Trust.
10
<PAGE>
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 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, 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 Trustees then in office 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
<PAGE>
The following table shows the compensation paid to Trustees by the Trust and
by the Franklin Templeton Group of Funds:
<TABLE>
<CAPTION>
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***
- ------------------------ ----------------- --------------------------------- ------------------------
<S> <C> <C> <C>
Harris J. Ashton $2,050 49 $361,157
Nicholas F. Brady 2,050 21 140,975
S. Joseph Fortunato 2,050 51 367,835
John Wm. Galbraith 1,958 20 134,425
Andrew H. Hines, Jr. 2,058 22 208,075
Edith E. Holiday 2,050 25 211,400
Betty P. Krahmer 2,050 21 141,075
Gordon S. Macklin 2,050 49 361,157
Fred R. Millsaps 2,058 22 210,075
</TABLE>
------------------------
* Compensation received for the fiscal year ended August 31, 1998. During the
period from September 1, 1997 through February 27, 1998, an annual retainer
of $1,000 and fees at the rate of $100 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 Trustees by the Trust
individually and 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 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
<PAGE>
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:
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- ----------------------------- --------------------------------------------------------------
<S> <C>
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 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.
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. See Proposal 1, "Election of Trustees."
TRUSTEE SINCE 1992
AND VICE PRESIDENT
SINCE 1996
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- ----------------------------- ---------------------------------------------------------------
<S> <C>
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.
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.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- ----------------------------- ----------------------------------------------------------------
<S> <C>
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.
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 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.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- ------------------------ -----------------------------------------------------------------
<S> <C>
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.
</TABLE>
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?
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 Trust 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 Trust.
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.
16
<PAGE>
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.
/diamond/ INFORMATION ABOUT THE TRUST
THE INVESTMENT MANAGER. The Investment Manager of the Trust is Templeton
Global Bond Managers, a division of Templeton Investment Counsel, Inc., a
Florida corporation with offices at Broward Financial Centre, 500 East
Broward Blvd., Suite 2100, Ft. Lauderdale, Florida 33394-3091. 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 TRUST ADMINISTRATOR. The administrator of the Trust 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 Trust.
THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Trust is Morgan Stanley Dean Witter TrustFSB 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. U.S. securities laws
require that the Trust's Trustees, Officers and shareholders owning more than
10% of outstanding shares, as well as affiliated persons of its Investment
Manager, report their ownership of the Trust's shares and any changes in that
ownership. Specific due dates for these reports have been established, and
the Trust 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 Trust's knowledge, all of these filing requirements were met.
OTHER MATTERS. The Trust's last audited financial statements and annual
report, dated August 31, 1998, are available free of charge. To obtain a
copy, please call
17
<PAGE>
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 Trust had 22,642,821 shares outstanding and
total net assets of $174,253,013. 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 November 12, 1998, 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 November 12,
1998, no nominee or Trustee of the Trust owned 1% or more of the outstanding
shares of the Trust, and the Officers and Trustees of the Trust owned, as a
group, less than 1% of the outstanding shares of the Trust.
/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 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 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
18
<PAGE>
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.
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, the transaction of any other business, is expected to
require 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 Proposals 1, 2, and 3.
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
<PAGE>
SHAREHOLDER PROPOSALS. The Trust 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 Trust'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 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 2000 annual meeting of shareholders without including the proposal in
the Trust's proxy statement must notify the Trust, at the Trust'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 Trustees,
Barbara J. Green,
SECRETARY
January 11, 1999
20
PAGE
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 16, 1999
The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO and BRUCE
S. ROSENBURG, 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 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 TRUSTEES, IT WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR
PROPOSALS 1 (INCLUDING ALL NOMINEES FOR TRUSTEES) 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
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --- PLEASE MARK YOUR
X BALLOT AS INDICATED
- --- IN THIS EXAMPLE
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.
FOR ALL
Proposal 1 - Proposal to elect as trustee all nominees FOR WITHHOLD EXCEPT
listed (except as marked to the contrary below). --- --- ---
--- --- ---
NOMINEES: Frank J. Crothers, John Wm. Galbraith, Rupert H. Johnson, Jr.,
Fred R. Milsaps, and Constantine D. Tseretopoulos.
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" box and strike a line through the nominee's name.
FOR AGAINST ABSTAIN
Proposal 2 - Ratification of the --- --- ---
selection of McGladrey & Pullen,
LLP, as independent auditors for --- --- ---
the Trust 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.
YES NO
I PLAN TO ATTEND THE --- ---
MEETING.
--- ---
Dated___________________, 1999
Please sign using blue or black ink 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.
---------------------------------------------------------------------
---------------------------------------------------------------------
Shareholder sign in the box above
---------------------------------------------------------------------
---------------------------------------------------------------------
Co-Owner (if any) sign in box above
- --------------------------------------------------------------------------------
PLEASE DETACH AT PERFORATION
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.
------------------------------------------------------------------------
