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>
[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.
<PAGE>
[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.
<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 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
<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
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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
- ---------------------- ----------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
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
- ----------------------- ---------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
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
- ------------------------------ --------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
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
- ----------------------- ---------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
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
- ------------------------------ --------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
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
- ------------------------ --------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
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
- ------------------------- ----------------------------------- ------------------- ------------------
<S> <C> <C> <C>
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.
</TABLE>
10
<PAGE>
------------------------
* 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
<PAGE>
<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 $2,500 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
</TABLE>
------------------------
* 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
<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, 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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- ----------------------------- ----------------------------------------------------------------
<S> <C>
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.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE TRUST DURING PAST FIVE YEARS AND AGE
- -------------------------------- ----------------------------------------------------------------
<S> <C>
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.
</TABLE>
15
<PAGE>
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
<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. 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
TLTGG PROXY 1/00
<PAGE>
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.
