TEMPLETON GLOBAL OPPORTUNITIES TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 4, 1995
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Templeton
Global Opportunities Trust (the "Fund") will be held at the Fund's offices, 700
Central Avenue, St. Petersburg, Florida 33701-3628 on Thursday, May 4, 1995 at
10:00 A.M. (Eastern Daylight Time) for the following purposes:
I. To elect twelve Trustees of the Fund to hold office until their
successors are elected and qualified.
II. To transact such other business as may properly come before the Special
Meeting.
Every Shareholder of record as of the close of business on March 15, 1995
will be entitled to vote.
By Order of the Board of Trustees,
Thomas M. Mistele, Secretary
March 31, 1995
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE
RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
<PAGE>
TEMPLETON GLOBAL OPPORTUNITIES TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
-------------------
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being mailed to Shareholders of Templeton Global Opportunities Trust
(the "Fund") on or about March 31, 1995. THEY ARE BEING FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE TRUSTEES OF THE FUND FOR USE AT THE
SPECIAL MEETING OF SHAREHOLDERS ON MAY 4, 1995, OR ANY ADJOURNMENT THEREOF. The
Fund's Annual Report for the period ended December 31, 1994 will be provided
without charge upon request. Such requests shall be addressed to Franklin
Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida
33733-8030, or telephone (800) 292-9293 or (813) 823-8712.
Proxies given by Shareholders for use at the Special Meeting may be revoked
at any time prior to their use. In addition to revocation in any other manner
permitted by law, Shareholders giving a proxy may revoke the proxy by an
instrument in writing executed by the Shareholder or by his attorney authorized
in writing or, if the Shareholder is a corporation, under its corporate seal, by
an officer or attorney thereof duly authorized, and deposited either at the
office of the Fund at any time up to and including the last business day
preceding the day of the Special Meeting, or any adjournment thereof, or with
the chairman of such Special Meeting on the day of the Special Meeting or
adjournment thereof.
The cost of soliciting proxies in the accompanying form, including the fees
of a proxy soliciting agent, will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Trustees, officers and regular
employees and agents of the Fund without compensation therefor. The Fund will
reimburse brokerage firms and others for their expenses in forwarding proxy
material to the beneficial owners and soliciting them to execute the proxies.
As of December 31, 1994, there were 40,256,728 Fund Shares outstanding. Each
Share of record as of the close of business on March 15, 1995 will be entitled
to one vote on all matters presented at the Special Meeting. As of March 9,
1995, all the Trustees and officers of the Fund, as a group, owned beneficially
Fund Shares representing less than 1% of the total outstanding Shares. To the
knowledge of management, as of March 9, 1995, no person owned beneficially or
had the right to vote 5% or more of the outstanding Fund Shares.
As of December 31, 1994, the Fund had net assets of $476,822,250.
1
<PAGE>
GENERAL INFORMATION
The Investment Manager of the Fund is Templeton Investment Counsel, Inc.
("TICI" or the "Investment Manager"), a Florida corporation located at Broward
Financial Centre, Fort Lauderdale, Florida 33394-3091. Pursuant to an Investment
Management Agreement dated October 30, 1992, the Investment Manager manages the
investment and reinvestment of Fund resources. The Investment Manager is an
indirect wholly-owned subsidiary of Franklin Resources, Inc. ("Franklin").
Franklin, a publicly-held company, is primarily engaged, through various
subsidiaries, in providing investment management, share distribution, transfer
agent and administrative services to a family of investment companies.
The Investment Manager has entered into a Sub-Advisory Agreement with Dean
Witter InterCapital Inc., ("InterCapital") Two World Trade Center, New York, New
York 10048, pursuant to which InterCapital provides the Investment Manager with
investment advisory assistance and portfolio management advice. InterCapital is
a wholly-owned subsidiary of Dean Witter, Discover & Co.
Templeton Global Investors, Inc., Broward Financial Centre, Suite 2100, Ft.
Lauderdale, Florida 33394-3091, an indirect wholly-owned subsidiary of Franklin,
performs certain administrative functions for the Fund pursuant to a Business
Management Agreement.
Franklin Templeton Distributors, Inc.. ("FTD"), P.O. Box 33030, St.
Petersburg, Florida 33733-8030, is the Principal Underwriter of the Fund's
Shares. FTD is an indirect Templeton Global Investors, Inc., which is a
wholly-owned subsidiary of Templeton Worldwide, Inc., a wholly-owned subsidiary
of Franklin.
I. ELECTION OF TRUSTEES
Pursuant to the Fund's Declaration of Trust and Bylaws, the Trustees of the
Fund have fixed the number of Trustees at twelve. The Trustees shall serve until
they resign, die or are removed and until their respective successors are duly
elected and qualified. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement. If any of the
nominees should not be available, the persons named in the proxy will vote in
their discretion for another person or other persons who may be nominated as
Trustees.
The Trustees of the Fund have called a Special Meeting for the purpose of
electing Trustees in order to comply with regulatory requirements and provisions
of the Fund's Bylaws which provide that a majority of the Trustees be elected by
the Shareholders.
The persons named in the accompanying form of proxy intend to vote at the
Special Meeting (unless directed not to vote) for the election of the nominees
named below. All of the nominees are currently Trustees of the Fund, except
Betty P. Krahmer. In addition, all of the nominees are also directors or
trustees of other Templeton Funds for which the Investment Manager and/or its
affiliates act as investment manager.
2
<PAGE>
The following table provides information concerning each nominee for
election as a Trustee:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
HARRIS J. ASHTON Chairman of the Board, president, and 1992 -0-
Metro Center, 1 Station chief executive officer of General
Place Host Corporation (nursery and craft
Stamford, Connecticut centers); director of RBC Holdings
Trustee Inc. (a bank holding company) and
Bar-S Foods; and director, trustee
or managing general partner, as the
case may be, of 54 of the investment
companies in the Franklin Templeton
Group. Age 62.
JOHN G. BENNETT, JR. Founder, chairman of the board, and 1993 (**)
3 Radnor Corporate president of the Foundation for New
Center, Era Philanthropy; president and
Suite 150 chairman of the boards of the Evelyn
100 Matsonford Road M. Bennett Memorial Foundation and
Radnor, Pennsylvania NEP International Trust; chairman of
Trustee the board and chief executive
officer of The Bennett Group
International, LTD; chairman of the
boards of Human Service Systems,
Inc. and Multi-Media Communications,
Inc.; director or trustee of many
national and international
organizations, universities, and
grantmaking foundations serving in
various executive board capacities;
member of the Public Policy
Committee of the Advertising
Council; and director or trustee of
23 Templeton Funds. Age 57.
NICHOLAS F. BRADY* Chairman, Templeton Emerging Markets 1993 -0-
102 East Dover Street Investment Trust PLC; chairman,
Easton, Maryland Templeton Latin America Investment
Trustee Trust PLC; chairman of Darby
Overseas Investments, Ltd. (an
investment firm), (1994-present);
director of the Amerada Hess
Corporation, Capital Cities/ABC,
Inc., Christiana Companies, and the
H.J. Heinz Company; Secretary of the
United States Department of the
Treasury (1988-January 1993);
chairman of the board of Dillon,
Read & Co. Inc. (investment banking)
prior thereto; and director or
trustee of 23 Templeton Funds. Age
64.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
FRANK J. CROTHERS President and chief executive officer 1989 (**)
P.O. Box N-3238 of Atlantic Equipment & Power, Ltd;
Nassau, Bahamas vice chairman of Carribean Utilities
Trustee Co., Ltd; president of Provo Power
Corporation; director of various
other business and nonprofit
organizations; and director or
trustee of 4 Templeton Funds. Age
50.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1992 -0-
200 Campus Drive Hardin, Kipp & Szuch; director of
Florham Park, New Jersey General Host Corporation; and
Trustee director, trustee or managing
general partner, as the case may be,
for 56 investment companies in the
Franklin Templeton Group. Age 62.
ANDREW H. HINES, JR. Consultant, Triangle Consulting Group; 1993 (**)
150 2nd Avenue N. chairman of the board and chief
St. Petersburg, Florida executive officer of Florida
Trustee Progress
Corporation (1982-February 1990)
and director of various of its
subsidiaries; chairman and director
of Precise Power Corporation;
Executive-In-Residence of Eckerd
College (1991-present); director of
Checkers Drive-In Restaurants, Inc.;
and director or trustee of 23
Templeton Funds. Age 72.
RUPERT H. JOHNSON, JR.* Executive vice president and director 1993 -0-
777 Mariners Island Blvd. of Franklin Resources, Inc.;
San Mateo, California president and director of Franklin
Trustee Advisers, Inc.; executive vice
president and director of Franklin
Templeton Distributors, Inc.;
director of Franklin Administrative
Services, Inc.; and officer and/or
director, trustee or managing
general partner, as the case may be,
of Resources, Inc., and 42 of the
investment companies in the Franklin
Templeton Group of Funds. Age 54.
BETTY P. KRAHMER Director or trustee of various civic + (**)
2201 Kentmere Parkway associations; former economic
Wilmington, Delaware analyst, U.S. Government; and
Trustee director or trustee of 19 Templeton
Funds. Age 65.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION TRUSTEE OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MARCH 9, 1995
------------------------- -------------------------------------- -------- ---------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River Corporation 1993 -0-
8212 Burning Tree Road (information services); director of
Bethesda, Maryland Fund America Enterprises Holdings,
Trustee Inc., Lockheed Martin Corporation,
MCI Communications Corporation,
Fusion
Systems Corporation, Infovest
Corporation, and Medimmune, Inc.;
formerly, chairman of Hambrecht and
Quist Group; director of H&Q
Healthcare Investors; president of
the National Association of
Securities Dealers, Inc.; and
director, trustee, or managing
general partner, as the case may be,
of 51 of the investment companies in
the Franklin Templeton Group. Age
66.
FRED R. MILLSAPS Manager of personal investments (1978- 1992 (0.02%)
2665 NE 37th Drive present); chairman and chief
Fort Lauderdale, Florida executive officer of Landmark
Trustee Banking Corporation (1969-1978);
financial vice president of Florida
Power and Light (1965-1969); vice
president of Federal Reserve Bank of
Atlanta (1958-1965); director of
various other business and nonprofit
organizations; and director or
trustee of 23 Templeton Funds. Age
65.
JOHN M. TEMPLETON* President of First Trust Bank, Ltd., 1989 (0.71%)
Lyford Cay Nassau, Bahamas; previously the
Nassau, Bahamas chairman of the board and employee
Chairman of the Board of Templeton, Galbraith & Hansberger
Ltd. (prior to October 30, 1992);
and chairman of the board of 23
Templeton Funds. Age 82.
CONSTANTINE DEAN Physician, Lyford Cay Hospital (July 1989 (**)
TSERETOPOULOS 1987-present); Cardiology Fellow,
Lyford Cay Hospital University of Maryland (July
P.O. Box N-7776 1985-July 1987); Internal Medicine
Nassau, Bahamas Intern, Greater Baltimore Medical
Trustee Center (July 1982-July 1985); and
director or trustee of 4 Templeton
Funds. Age 41.
</TABLE>
------------
*Messrs. Templeton, Johnson and Brady are "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940 (the "1940 Act").
On December 30, 1994, Franklin Resources, Inc. acquired a limited partnership
interest representing a 4.41 percentage interest in Darby Overseas Partners,
L.P. ("Darby Overseas"). As Mr. Brady owns a 17.27
5
<PAGE>
percentage interest in Darby Overseas, Mr. Brady and Franklin Resources are
both limited partners of Darby Overseas. Mr. Brady established Darby Overseas
in February, 1994, and is Chairman and a shareholder of the corporate general
partner of Darby Overseas (which itself owns a 1.00 percent interest in Darby
Overseas). In addition, on December 30, 1994, Templeton, Galbraith &
Hansberger Ltd. made a capital commitment to Darby Emerging Markets Fund, L.P.
("Darby Emerging Markets"), representing 18.53 percent of the total committed
capital of Darby Emerging Markets as of that date. Darby Overseas has a
capital commitment to Darby Emerging Markets representing 18.53 percent of the
total committed capital of Darby Emerging Markets, serves as advisor to Darby
Emerging Markets and, together with its general partner, owns 100 percent of
the shares of the general partner of Darby Emerging Markets. Mrs. Krahmer, Dr.
Tseretopoulous and Messrs. Crothers, Hines, Millsaps, Bennett, Ashton, Macklin
and Fortunato are not "interested persons" of the Fund.
**Less than 0.01%.
+Mrs. Krahmer has been nominated to fill the vacancy created by the resignation
of William Young Boyd, II, who tendered his resignation to pursue his business
and literary commitments.
There are no family relationships between any of the nominees for Trustee.
REMUNERATION OF TRUSTEES AND OFFICERS
As indicated above, certain of the Fund's Trustees and officers hold
positions with other investment companies in the Franklin Templeton Group. Each
Templeton Fund pays its independent directors/trustees and Mr. Brady an annual
retainer and/or fees for attendance at board and committee meetings, the amount
of which is based on the level of assets in the fund. Accordingly, based upon
the assets of the Fund as of December 31, 1994 the Fund will pay the Independent
Trustees and Mr. Brady an annual retainer of $2,500 and a fee of $200 per
meeting attended of the Board and its committees. Trustees are reimbursed for
any expenses incurred in attending meetings. The direct aggregate and total
remuneration (including reimbursements of such expenses) paid to all Trustees as
a group for the fiscal year ended December 31, 1994, under the Trustee
compensation arrangement then in effect, was $22,000. During the fiscal year
ended December 31, 1994, fees were paid by the Trust to Messrs. Ashton ($2,325),
Tseretopoulos ($2,825), Crothers ($2,025), Fortunato ($2,325), Macklin ($2,325),
Bennett ($2,325), Brady ($2,325), Hines ($2,325), and Millsaps ($2,325). For the
fiscal year ended December 31, 1994, pursuant to the compensation arrangements
then in effect, Messrs. Ashton, Tseretopoulos, Crothers, Fortunato, Macklin,
Bennett, Brady, Hines, Templeton, Johnson and Millsaps and Mrs. Krahmer received
total fees of $319,925, $12,850, $12,850, $336,065, $303,685, $105,625, $86,125,
$106,125, $0, $0, $106,125, and $75,275, respectively, from the various Franklin
and Templeton Funds for which they serve as directors, trustees or managing
general partners. The Fund does not maintain any pension or retirement plans. No
officer or Trustee received any other compensation directly from the Fund.
During the year ended December 31, 1994, Messrs. Templeton and Johnson, as
shareholders of Franklin, participated in the advisory and non-advisory fees
received by TICI and its affiliates from the Templeton Funds.
The Fund has a standing Audit Committee presently consisting of Messrs.
Crothers, Millsaps and Tseretopoulos, all of whom are Trustees and noninterested
persons of the Fund. The Audit
6
<PAGE>
Committee reviews both the audit and nonaudit work of the Fund's independent
public accountants, submits a recommendation to the Trustees as to the selection
of independent public accountants, and reviews generally the maintenance of the
Fund's records and the safekeeping arrangements of the Fund's custodians. The
Board has established a Nominating and Compensation Committee consisting of
Messrs. Crothers, Hines and Bennett. The Nominating and Compensation Committee
is responsible for the selection, nomination for appointment and election of
candidates to serve as Independent Trustees of the Fund. The Nominating and
Compensation Committee is prepared to review nominations from Shareholders to
fill vacancies on the Board in written communications addressed to the Committee
at the Fund's headquarters, although the Committee expects to be able to
identify from its own resources an ample number of qualified candidates.
During the fiscal year ended December 31, 1994, there were four meetings of
the Trustees and two meetings each of the Audit Committee and the Nominating and
Compensation Committee. Each of the Trustees then in office attended at least
75% of the total number of meetings of the Trustees held throughout the year.
There was 100% attendance at the meetings of the Audit Committee and the
Nominating and Compensation Committee.
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. The executive officers are as follows:
JAMES R. BAIO Certified public accountant; treasurer
500 East Broward Blvd. of the Templeton Funds; senior vice
Fort Lauderdale, Florida president of Templeton Worldwide,
Treasurer since 1994 Inc., Templeton Global Investors,
Inc., and Templeton Funds Trust
Company; formerly, senior tax
manager of Ernst & Young (certified
public accountants) (1977-1989). Age
40.
MARTIN L. FLANAGAN Senior vice president, treasurer and
777 Mariners Island Blvd. chief financial officer of Franklin
San Mateo, California Resources, Inc.; director, chief exceutive
President since 1993 officer and executive vice president of
Templeton Investment Counsel; director, chief
executive officer and president of
Templeton Global Investors, Inc.;
director or trustee and president or
vice president of various Templeton
Funds; accountant, Arthur Andersen &
Company (1982-1983); member of the
International Society of Financial
Analysts and the American Institute
of Certified Public Accountants. Age
34.
MARK G. HOLOWESKO President and director of Templeton
Lyford Cay Galbraith & Hansberger Ltd.; direc-
Nassau, Bahamas tor of global equity research for
Vice President since 1989 Templeton Worldwide, Inc.; president
or vice president of the Templeton
Funds; investment administrator with
Roy West Trust Corporation (Baha-
mas) Limited (1984-1985). Age 35.
7
<PAGE>
CHARLES B. JOHNSON President, chief executive officer,
777 Mariners Island Blvd. and director, Franklin Resources,
San Mateo, California Inc.; chairman of the board and
Vice President since 1992 director Franklin Templeton Distributors,
Inc. and Franklin Advisers, Inc.; director,
Franklin Administrative Services,
Inc., General Host Corporation and
Templeton Global Investors, Inc.; and
officer and director, trustee or managing
general partner, as the case may be,
of most other subsidiaries of
Franklin and of most of the
investment companies in the
Franklin Templeton Group. Age 62.
JOHN R. KAY Vice president of the Templeton Funds;
500 East Broward Blvd. vice president and treasurer of Tem-
Fort Lauderdale, Florida pleton Global Investors, Inc. and
Vice President since 1994 Templeton Worldwide, Inc.; assistant
vice president of Franklin Templeton
Distributors, Inc.; formerly, vice
president and controller of the
Keystone Group, Inc. Age 54.
HOWARD J. LEONARD Vice president, Portfolio Manage-
500 East Broward Blvd. ment/Research, of the Investment
Fort Lauderdale, Florida Manager (1989-present); formerly,
Vice President since 1994 director, investment research, First
Pennsylvania Bank (1986-1989) and
security analyst, Provident National
Bank (1981-1985). Age 35.
THOMAS M. MISTELE Senior vice president of Templeton
700 Central Avenue Global Investors, Inc.; president of
St. Petersburg, Florida Templeton Funds Trust Company;
Secretary since 1989 vice president of Franklin Templeton
Distributors, Inc.; secretary of the
Templeton Funds; attorney, Dechert
Price & Rhoads (1985-1988) and
Freehill, Hollingdale & Page (1988);
judicial clerk, U.S. District Court
(Eastern District of Virginia)
(1984-1985). Age 41.
II. OTHER BUSINESS
The Trustees know of no other business to be presented at the Special
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy will be voted in accordance with the judgment of the
persons named in the proxy.
8
<PAGE>
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Special Meeting and Proxy Statement are not received by the time
scheduled for the Special Meeting, the persons named as proxies may move one or
more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the Shares present at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment those Shares
which they are entitled to vote which have voted in favor of such proposals.
They will vote against any such adjournment those proxies required to be voted
against such proposal.
VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Special Meeting.
The election of Trustees, as set forth in Proposal I, will require the vote of
the holders of a plurality of the Fund's Shares present at the Special Meeting.
If the accompanying form of proxy is executed properly and returned, Shares
represented by it will be voted at the meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, Shares
will be voted for the election of the Trustees named in Proposal I. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" will be treated as Shares that are present
but which have not been voted. For this reason abstentions and broker
"non-votes" will have the effect of "no" votes for purposes of obtaining
approval of Proposal I.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Thomas M. Mistele, Secretary
March 31, 1995
9
<PAGE>
TEMPLETON GLOBAL OPPORTUNITIES TRUST
SPECIAL MEETING OF THE SHAREHOLDERS, MAY 4, 1995
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints THOMAS M. MISTELE and JACK L. COLLINS, and each
of them, with full power of substitution, as proxies to vote for and in the
name, place, and stead of the undersigned at the Special Meeting of Share-
holders of the Templeton Global Opportunities Trust (the "Trust"), to be held
at the Trust's offices, 700 Central Avenue, St. Petersburg, Florida 33701-
3628 on Thursday, May 4, 1995 at 10:00 a.m. EDT, and any adjournment thereof,
according to the number of votes and as if personally present.
This Proxy when properly executed will be voted in the manner (or not voted) as
specified. If no specification is made, the Proxy will be voted FOR all
nominees for Trustee in item 1, and within the discretion of the Proxyholders
as to item 2.
The Board of Trustees Recommends a vote FOR items 1 and 2.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS ------. KEEP THIS
PORTION FOR YOUR RECORDS.
<PAGE>
(DETACH HERE AND RETURN THIS PORTION ONLY)
TEMPLETON GLOBAL OPPORTUNITIES TRUST
VOTE ON TRUSTEES Unless otherwise specified in the spaces
provided, the undersigned's vote will be cast FOR
FOR WITH FOR each number item listed below.
ALL or HOLD or ALL
EXCEPT
--- -------- -------- 1. To elect the following 12 nominees as Trustees:
John M. Templeton, Rupert H. Johnson, Nicholas
F. Brady, Betty P. Krahmer, Constantine D.
Tseretopoulos, Frank J. Crothers, Fred R.
Millsaps, S. Joseph Fortunato, Harris J. Ashton,
Andrew H. Hines, Jr., John G. Bennett, Jr. and
Gordon S. Macklin.
VOTE ON PROPOSAL NO. 2 ------------------------------------------------
To withhold authority to vote for any individual
nominee(s), write those names on the above line.
FOR AGAINST ABSTAIN
--- ------- ------- 2. In their discretion, the Proxyholders are
authorized to vote on any such other matters
which may legally come before the meeting and
any adjournment thereof.
-------- I plan to attend the meeting.
Please sign this proxy card exactly as your name appears on the books of the
fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature should be that
of an authorized officer who should state his or her title.
------------------------- ------------------------------------ --------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
