TEMPLETON GLOBAL INVESTMENT TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF MEETING OF SHAREHOLDERS
OF TEMPLETON GLOBAL RISING DIVIDENDS FUND
MAY 4, 1995
NOTICE IS HEREBY GIVEN that a Meeting of Shareholders (the "Meeting") of
Templeton Global Rising Dividends Fund (the "Fund"), a series of Templeton
Global Investment Trust (the "Trust"), will 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. (Eastern Daylight Time) for the following purposes:
I. To approve or disapprove an amendment to the Fund's investment
objective and to change the Fund's name; and
II. To transact such other business as may properly come before the
Meeting.
Every Shareholder of record as of the close of business on March 3, 1995
will be entitled to vote.
By Order of the Board of Trustees,
Thomas M. Mistele, Secretary
March 31, 1995
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TEMPLETON GLOBAL INVESTMENT TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
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PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Meeting with accompanying form of proxy
are being mailed to Shareholders of Templeton Global Rising Dividends Fund (the
"Fund"), a series of Templeton Global Investment Trust (the "Trust"), on or
about March 31, 1995. THEY ARE BEING FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY THE TRUSTEES OF THE TRUST FOR USE AT THE MEETING OF
THE FUND'S SHAREHOLDERS ON MAY 4, 1995, OR ANY ADJOURNMENT THEREOF. Semi-Annual
reports for the period ended September 30, 1994, are provided upon request
without charge. Such requests should be addressed to Franklin Templeton Investor
Services, Inc., P. O. Box 33030, St. Petersburg, Florida 33733-8030--telephone
(800) 292-9293 or (813) 823-8712.
Shares represented by timely and properly executed proxies will be voted as
specified. Executed proxies that are unmarked will be voted in favor of the
proposals set forth in the attached Notice of Meeting. Proxies given by
Shareholders for use at the 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
Meeting or any adjournment thereof, or with the chairman of such Meeting on the
day of the Meeting or adjournment thereof.
The cost of soliciting proxies in the accompanying form 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 February 28, 1995, there were 586,059 Shares of the Fund outstanding.
Each Shareholder of record as of the close of business on March 3, 1995 will be
entitled to vote on all matters presented at the Meeting.
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The Trustees, their positions with the Trust, the Shares of the Fund owned
beneficially by each, and the percent of the total outstanding Shares so owned,
are as follows:
<TABLE>
<S> <C> <C>
Shares Owned % of Total Outstanding
Names and Offices Beneficially on Shares Owned on
with the Trust February 28, 1995 February 28, 1995
------------------------------------------------------------------ ----------------------- ---------------------------
Harris J. Ashton.................................................. 0 0
Director
John G. Bennett, Jr............................................... 137 .023%
Director
Nicholas F. Brady*................................................ 84 .014%
Director
F. Bruce Clarke................................................... 136 .023%
Director
Hasso-G von Diergardt-Naglo....................................... 86 .014%
Director
Martin L. Flanagan*............................................... 0 0
Director and Vice President
S. Joseph Fortunato............................................... 0 0
Director
Andrew H. Hines, Jr............................................... 137 .023%
Director
Charles B. Johnson*............................................... 0 0
Director and Vice President
Betty P. Krahmer.................................................. 86 .014%
Director
Gordon S. Macklin................................................. 0 0
Director
Fred R. Millsaps.................................................. 673 .114%
Director
John M. Templeton*................................................ 0 0
Chairman of the Board
</TABLE>
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* Messrs. Brady, Flanagan, Johnson and Templeton are "interested persons" of the
Trust as that term is defined in the Investment Company Act of 1940 (the "1940
Act").
As of February 28, 1995, all of the Trustees and officers of the Trust, as
a group, owned beneficially 1,339 Fund Shares, representing .23% of the total
outstanding Shares. To the knowledge of management, as of February 28, 1995, no
person owned beneficially or had the right to vote 5% or more of the outstanding
Shares of the Fund, except that Templeton Global Investors, Inc., Broward
Financial Centre, Suite 2100, Ft. Lauderdale, Florida 33394-3091, owned 100,939
Fund Shares, representing 17% of the total outstanding Shares.
As of February 28, 1995, the Fund had net assets of $5,784,409.
Shareholder proposals to be presented at the annual meeting of Shareholders
in July 1996, if such meeting is held, must be received at the Fund's office,
700 Central Avenue, St. Petersburg, Florida 33701-3628, no later than November
15, 1995.
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I. APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE FUND'S
INVESTMENT OBJECTIVE AND TO CHANGE THE FUND'S NAME
The current investment objective of the Fund is capital appreciation. The
Fund seeks to achieve its objective by investing primarily in equity securities
of domestic and foreign companies that have a history of paying consistently
rising dividends. The Fund's objective is considered to be fundamental, which
means that it may not be changed without the approval of a majority of the
Fund's outstanding Shares (as defined in the 1940 Act).
At a meeting of the Board of Trustees on February 24, 1995, at which all of
the Independent Trustees were present and voting in person, the Board adopted,
subject to Shareholder approval, a recommendation of the Fund's investment
manager, Templeton, Galbraith & Hansberger Ltd. ("TGH" or the "Investment
Manager"), that the Fund's investment objective be changed to total return
(i.e., a combination of income and capital appreciation). In connection with
this proposed change in the Fund's investment objective, it is proposed that the
Fund's name be changed from "Templeton Global Rising Dividends Fund" to
"Templeton Growth and Income Fund." If approved by Shareholders, the proposed
changes will be implemented upon the completion of regulatory filings which is
expected to be during the third quarter of 1995.
If the proposed change in the Fund's investment objective is approved by
Shareholders, the Fund's new objective would be to seek a high total return,
comprising a combination of income and capital appreciation. Under the proposed
investment objective, the Fund intends to continue to adhere to its current
policy of investing at least 65% of its assets in issuers domiciled in at least
three different nations (one of which may be the United States). In pursuit of
the proposed investment objective, the Fund would follow a flexible investment
policy of investing primarily in equity and debt securities of domestic and
foreign companies. As used herein, "equity securities" refers to common stock,
preferred stock, securities convertible into or exchangeable for such
securities, warrants or rights to subscribe to or purchase such securities, and
sponsored or unsponsored depositary receipts. As used herein, "debt securities"
refers to bonds, notes, debentures, commercial paper, time deposits and bankers'
acceptances, which may be rated in any rating category by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") or which are
unrated by any rating agency. As an operating policy, which may be changed by
the Board of Trustees, the Fund would not invest more than 5% of its total
assets in debt securities rated below Baa by Moody's or BBB by S&P.
Under the proposed new investment objective, the Fund would not be subject
to the current policy of investing at least 65% of its total assets in equity
securities of companies that meet the following criteria: consistent dividend
increases, reinvested earnings, prospects for future earnings growth, and a
strong balance sheet. While these factors may be considered by the Investment
Manager in selecting equity investments for the Fund, under the new investment
objective (and as reflected in the proposed new name) the Investment Manager
would have the flexibility to select equity securities without reference to
specific criteria as to the security's dividend paying history.
Currently, the Fund may invest in debt securities only to the extent
consistent with the objective of capital appreciation (i.e., debt securities for
which the market value is expected to increase) and only in amounts up to 35% of
the Fund's total assets. Under the proposed investment
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objective, the Fund could invest in debt securities for the purpose of
generating current income, as well as for capital appreciation, if any, and
without limitation as to the percentage of the Fund's assets invested in debt
securities. Under the proposed investment objective, the percentage of the
Fund's assets invested in equity or debt securities would vary from time to
time, based on the Investment Manager's assessment of the relative total return
potential of various investment vehicles.
The Investment Manager believes that in light of the current market
environment, the Fund's investment objective and policies should be changed as
described above. In this regard, the Board of Trustees noted that, under the
current investment objective and policies, the Fund has not attracted a
sufficient level of assets under management in order to realize economies of
scale, and that current Shareholders have been disadvantaged by the high expense
ratio associated with the Fund's small asset level.
If this Proposal is approved by Shareholders, the new investment objective
would be deemed fundamental and could not be changed without the approval of a
majority of the outstanding voting Shares of the Fund. Unless specifically
identified as fundamental or unless otherwise governed by the Fund's investment
restrictions as set forth in the Trust's Statement of Additional Information,
the investment policies and restrictions described above could be changed by the
Board of Trustees without Shareholder approval. In addition, if this proposal is
approved by Shareholders, the Fund's name will be changed to "Templeton Growth
and Income Fund."
The Board of Trustees recommends that Shareholders vote FOR approval of the
change in the Fund's investment objective and to change the Fund's name, as set
forth above.
II. OTHER BUSINESS
Management knows of no other business to be presented at the 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.
INVESTMENT MANAGER
Templeton, Galbraith & Hansberger Ltd. ("TGH" or the "Investment Manager"),
Nassau, Bahamas, serves as Investment Manager of the Fund pursuant to an
Investment Management Agreement dated March 14, 1994. The Investment Manager is
an indirect wholly owned subsidiary of Franklin Resources, Inc. ("Franklin").
For its services, the Fund pays the Investment Manager a fee, calculated
and paid monthly, equal on an annual basis to 0.75% of the Fund's average daily
net assets payable in U.S. dollars at the end of each calendar month.
For the period from March 14, 1994 (commencement of operations) through
February 28, 1995, the Investment Manager received fees from the Fund of
$22,236.
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BUSINESS MANAGER
Templeton Global Investors, Inc., 500 East Broward Boulevard, Suite 2100,
Ft. Lauderdale, Florida 33394-3091, performs certain administrative functions as
Business Manager for the Fund, including payment of salaries of officers,
preparation and maintenance of books and records, preparation of tax returns and
financial reports, monitoring compliance with regulatory requirements and
monitoring tax deferred retirement plans. The Business Manager is an indirect
wholly owned subsidiary of Franklin.
For its services, the Business Manager receives a monthly fee equal on an
annual basis to 0.15% of the combined average daily net assets of the Funds
included in the Trust (the Fund, Templeton Global Infrastructure Fund and
Templeton Americas Government Securities Fund), reduced to 0.135% of such
combined assets in excess of $200 million, to 0.10% of such assets in excess of
$700 million, and to 0.075% of such assets in excess of $1,200 million. For the
period from March 14, 1994 (commencement of operations) through February 28,
1995, the Business Manager received fees from the Fund of $4,450.
PRINCIPAL UNDERWRITER
Franklin Templeton Distributors, Inc. ("FTD" or the "Principal
Underwriter"), P.O. Box 33030, St. Petersburg, Florida 33733-8030, is the
Principal Underwriter of the Fund's Shares. FTD is a wholly owned subsidiary of
Templeton Global Investors, Inc., which is a wholly owned subsidiary of
Templeton Worldwide, Inc., which, in turn, is a wholly owned subsidiary of
Franklin.
For the period from March 14, 1994 (commencement of operations) through
February 28, 1995, FTD retained $23,313, or approximately 12% of the gross sales
commissions charged on sales of the Fund's Shares.
ADJOURNMENT
In the event that sufficient votes in favor of the proposal set forth in
the Notice of Meeting and Proxy Statement are not received by the time scheduled
for the Meeting, the persons named as proxies may move one or more adjournments
of the Meeting to permit further solicitation of proxies with respect to the
proposal. Any such adjournment will require the affirmative vote of a majority
of the Shares present at the 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 proposal. 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 Meeting. Approval
of the amendment to the Fund's investment objective as set forth in Proposal 1,
will require the affirmative vote of the holders of a
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majority of the Fund's Shares, as defined in the 1940 Act, which means the
affirmative vote of the holders of the lesser of either (A) 67% or more of the
Fund Shares present at the Meeting, if the holders of more than 50% of the
outstanding Shares of the Fund are present or represented by proxy, or (B) more
than 50% of the Fund's Shares, as the case may be.
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 in favor of Proposal 1. 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 Proposal 1.
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
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TEMPLETON GLOBAL INVESTMENT TRUST
MEETING OF 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 Meeting of Shareholders of
Templeton Global Rising Dividends Fund (the "Fund"), a series of Templeton
Global Investment 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.
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(DETACH HERE AND RETURN THIS PORTION ONLY)
TEMPLETON GLOBAL INVESTMENT TRUST
VOTE ON PROPOSAL NO. 1 Unless otherwise specified in the spaces
provided, the undersigned's vote will be cast FOR
FOR AGAINST ABSTAIN each number item listed below.
--- -------- -------- 1. To approve an amendment to the Fund's investment
objective, and to change the Fund's name.
VOTE ON PROPOSAL NO. 2
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.
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SIGNATURE SIGNATURE (JOINT OWNERS) DATE
