TEMPLETON INSTITUTIONAL FUNDS, INC.
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
Institutional Funds, Inc. (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 Directors,
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 INSTITUTIONAL FUND, INC.
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 Institutional Fund, Inc.
(the "Fund") on or about March 31, 1995. THEY ARE BEING FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE DIRECTORS 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 Directors, 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, each of the Fund's five series had the following
number of shares outstanding: Growth Series, 17,740,337 shares; Foreign Equity
Series, 85,023,429 shares; Emerging Markets Series, 51,997,882 shares; Global
Fixed Income Series, 12,398 shares; and Foreign Equity (South Africa Free)
Series, 4,869,622 shares. 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 Directors and officers of the
Fund, as a group, owned beneficially less than 0.01% Fund Shares. To the
knowledge of management, as of March 15, 1995, no person owned beneficially or
had the right to vote 5% or more of the outstanding Fund Shares except that
Princeton Theological Seminary, P.O. Box 821, Princeton, NJ 08542-0803 owned
13,329,357.455 Shares (7%) New York State Common Retirement Fund, Alfred E.
Smith State Office Building, Sixth Floor, Albany, N.Y. 12236 owned 8,746,042.378
Shares (5%).
As of December 31, 1994, each series of the Fund had net assets of: Growth
Series, $194,058,879; Foreign Equity Series, $1,093,226,807; Emerging Markets
Series, $582,878,282;
1
<PAGE>
Global Fixed Income Series, $712,043; and Foreign Equity (South Africa Free)
Series, $39,576,479.
GENERAL INFORMATION
The Investment Manager of the Emerging Markets Series of the Fund is
Templeton Investment Management (Hong Kong) Limited ("Templeton (Hong Kong)"), a
Hong Kong company with offices located at Two Exchange Square, Hong Kong. The
Investment Manager of the Fund's Growth Series, Foreign Equity Series and
Foreign Equity (South Africa Free) Series is Templeton Investment Counsel, Inc.
("TICI"), a Florida corporation with offices at Broward Financial Centre, Ft.
Lauderdale, FL 33394-3091. The Investment Manager of the Fund's Global Fixed
Income Series is TICI through its Templeton Global Bond Managers division.
Pursuant to Investment Management Agreements dated October 30, 1992, the
Investment Managers manage the investment and reinvestment of Fund resources.
The Investment Managers are indirect wholly-owned subsidiaries 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.
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 wholly-owned subsidiary of Franklin.
I. ELECTION OF DIRECTORS
Pursuant to the Fund's Articles of Incorporation and Bylaws, the Directors
of the Fund have fixed the number of Directors at twelve. The Directors 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 Directors.
The Directors of the Fund have called a Special Meeting for the purpose of
electing Directors in order to comply with regulatory requirements and
provisions of the Fund's Bylaws which provide that a majority of the Directors
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 Directors of the Fund, except
Betty P. Krahmer. In addition, all of the nominees are also directors or
trustees of other funds in the Franklin Templeton Group of Funds for which the
Investment Managers and/or their affiliates act as investment manager.
2
<PAGE>
The following table provides information concerning each nominee for
election as a Director:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR 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
Director Inc. (a bank holding company) and
Bar-S Foods; director, trustee or
managing general partner, as the
case may be, of 54 investment
companies in the Franklin Templeton
Group. Age 62.
JOHN G. BENNETT, JR. Founder, chairman of the board, and 1993 -0-
3 Radnor Corporate president of the Foundation for New
Center, Era Philanthropy; president and
Suite 150 chairman of the boards of the
100 Matsonford Road Evelyn M. Bennett Memorial
Radnor, Pennsylvania Foundation and NEP International
Director Trust; chairman of 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.; a
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; a director or trustee of
23 Templeton Funds; Age 57.
NICHOLAS F. BRADY* Chairman, Templeton Emerging Markets 1993 -0-
The Bullitt House Investment Trust PLC; chairman,
102 East Dover Street Templeton Latin America Investment
Easton, Maryland Trust PLC; chairman of Darby
Director 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 %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR 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 1990 -0-
P.O. Box N-3238 of Atlantic Equipment & Power, Ltd;
Nassau, Bahamas vice chairman of Caribbean
Director Utilities Co., Ltd; president of
Provo Power Corporation; director
of various other business and
non-profit 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; director,
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 1993 -0-
150 2nd Avenue N. Group;
St. Petersburg, Florida chairman of the board and chief
Director executive officer of Florida
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.; a director or trustee of 23
Templeton Funds. Age 72.
CHARLES B. JOHNSON* President and director of Franklin 1993 -0-
777 Mariners Island Blvd. Resources, Inc.; chairman of the
San Mateo, California board and director of Franklin
Director and Vice Advisers, Inc. and Franklin
President Templeton Distributors, Inc.;
director of General Host
Corporation, Franklin Administrative
Services, Inc. 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.
BETTY P. KRAHMER Director or trustee of various civic + -0-
2201 Kentmere Parkway associations; former economic
Wilmington, Delaware analyst, U.S. Government; a
Director director or trustee of 19 Templeton
Funds; Age 65.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR 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,
Director Inc., Lockheed Martin Corporation,
MCI Communications 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.; director, trustee,
or managing general partner, as the
case may be, of 51 investment
companies in the Franklin Templeton
Group. Age 66.
FRED R. MILLSAPS Manager of personal investments 1992 -0-
2665 NE 37th Drive (1978- present); chairman and chief
Fort Lauderdale, Florida executive officer of Landmark
Director 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; a director
or trustee of 23 Templeton Funds;
Age 65.
JOHN M. TEMPLETON* President of First Trust Bank, Ltd., 1990 (**)
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); chairman of the board of
23 Templeton Funds. Age 82.
CONSTANTINE DEAN Physician, Lyford Cay Hospital (July 1990 -0-
TSERETOPOULOS 1987-present); Cardiology Fellow,
Lyford Cay Hospital University of Maryland (July 1985-
P.O. Box N-7776 July 1987); Internal Medicine
Nassau, Bahamas Intern, Greater Baltimore Medical
Director Center (July 1982-July 1985); a
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
(Footnotes continued on following page)
5
<PAGE>
(Footnotes continued from preceding 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.
REMUNERATION OF DIRECTORS AND OFFICERS
As indicated above, certain of the Fund's Directors 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 Directors and Mr. Brady an annual retainer of $6,000 and a fee of
$500 per meeting attended of the Board and its committees. Directors are
reimbursed for any expenses incurred in attending meetings. The direct aggregate
and total remuneration (including reimbursements of such expenses) paid to all
Directors as a group for the fiscal year ended December 31, 1994, under the
Director compensation arrangement then in effect, was $34,050. During the fiscal
year ended December 31, 1994, fees were paid by the Fund to Messrs. Ashton
($3,500), Tseretopoulos ($4,000), Crothers ($4,000), Fortunato ($3,500), Macklin
($3,500), Bennett ($3,500), Brady ($3,500), Hines ($3,500), and Millsaps
($3,500). 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 Director 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 the Investment Managers and their affiliates from the Templeton
Funds.
There are no family relationships between any of the nominees for Director.
The Fund has a standing Audit Committee presently consisting of Messrs.
Crothers, Millsaps and Tseretopoulos, all of whom are Directors 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 Directors 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 Directors 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 Directors and two meetings each of the Audit Committee and the Nominating
and Compensation Committee. Each of the Directors then in office attended at
least 75% of the total number of meetings of the Directors held throughout the
year. There was 100% attendance at the meetings of the Audit Committee and the
Nominating and Compensation Committee.
7
<PAGE>
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. The executive officers are:
<TABLE>
<CAPTION>
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH COMPANY DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
<S> <C> <C> <C>
DONALD F. REED Executive vice president of
4 King Street West Templeton Worldwide, Inc.;
Toronto, Ontario president of Templeton Investment
Canada Counsel, Inc.; president and chief
President since 1993 executive officer of Templeton
Management Limited; co-founder and
director of International Society
of Financial Analysts; chairman,
Canadian Council of Financial
Analysts; formerly, president and
director, Reed Monahan Nicolishen
Investment Counsel (1982-1989).
Age 50.
MARK G. HOLOWESKO President and director of Templeton,
Lyford Cay Galbraith & Hansberger Ltd.;
Nassau, Bahamas director of global equity research
Vice President since 1990 for Templeton Worldwide, Inc.;
president or vice president of the
Templeton Funds; investment
administrator with Roy West Trust
Corporation (Bahamas) Limited
(1984-1985). Age 34.
MARTIN L. FLANAGAN Senior vice president, treasurer and
777 Mariners Island Blvd. chief financial officer of
San Mateo, California Franklin Resources, Inc.; director,
Vice President since 1990 chief executive officer and executive vice
president of Templeton Investment Counsel,
Inc.; 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.
DANIEL L. JACOBS Senior vice president and director
500 East Broward Blvd. of Templeton Investment Counsel,
Fort Lauderdale, Florida Inc.; director of Templeton Global
Vice President since 1993 Investors, Inc.; president or vice
president of certain of the
Templeton Funds. Age 42.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH COMPANY DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
<S> <C> <C> <C>
JAMES E. CHANEY Vice President, Portfolio
500 East Broward Blvd. Management/Research, Templeton
Fort Lauderdale, Florida Investment Counsel, Inc.;
Vice President since 1993 formerly, vice president of
equities, GE Investments
(1987-1991); consulting engineer
and project manager, Camp, Dresser
& McKee, Inc. (January 1985-July
1985) and American British
Consultants (1983-1984). Age 38.
J. MARK MOBIUS Director and executive vice
Two Exchange Square president of Templeton, Galbraith
Hong Kong & Hansberger Ltd.; managing
Vice President since 1993 director of Templeton Investment
Management (Hong Kong) Limited;
president of International
Investment Trust Company Limited
(investment manager of Taiwan
R.O.C. Fund) (1986-1987); director
of Vickers de Costa, Hong Kong
(1983-1986). Age 58.
THOMAS LATTA Vice President of the Templeton
500 East Broward Blvd. Global Bond Managers division of
Fort Lauderdale, Florida Templeton Investment Counsel,
Vice President since 1993 Inc.; vice president of certain of
the Templeton Funds; formerly,
portfolio manager, Forester &
Hairston (1988-1991); investment
adviser, Merrill Lynch, Pierce,
Fenner & Smith Inc. (1981-1988).
Age 34.
JOHN R. KAY Vice President of the Templeton
500 East Broward Blvd. Funds; vice president and
Fort Lauderdale, Florida treasurer of Templeton Global
Vice President since 1994 Investors, Inc. and Templeton
Worldwide, Inc.; assistant vice
president of Franklin Templeton
Distributors, Inc.; formerly, vice
president and controller of the
Keystone Group, Inc. Age 54.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH COMPANY DURING THE PAST FIVE YEARS AND AGE
------------------------- ------------------------------------
<S> <C> <C> <C>
THOMAS M. MISTELE Senior vice president of Templeton
700 Central Avenue Global Investors, Inc.; president
St. Petersburg, Florida of Templeton Funds Trust Company;
Secretary since 1990 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.
JAMES R. BAIO Certified public accountant;
500 East Broward Blvd. treasurer of the Templeton Funds;
Fort Lauderdale, Florida senior vice president of Templeton
Treasurer since 1994 Worldwide, Inc., Templeton Global
Investors, Inc., and Templeton
Funds Trust Company; formerly,
senior tax manager of Ernst &
Young (certified public
accountants) (1977-1989). Age 40.
</TABLE>
II. OTHER BUSINESS
The Board of Directors knows 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.
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.
10
<PAGE>
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 Directors, 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 Directors 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 Directors,
Thomas M. Mistele, Secretary
March 31, 1995
11
<PAGE>
TEMPLETON INSTITUTIONAL FUNDS, INC.
SPECIAL MEETING OF THE SHAREHOLDERS, MAY 4, 1995
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 Institutional Funds, Inc. (the "Fund"), to 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. 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 Director in item 1, and within the discretion of the Proxy-
holders as to item 2.
The Board of Directors 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 INSTITUTIONAL FUNDS, INC.
VOTE ON DIRECTORS 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 Directors:
John M. Templeton, Charles B. 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
