SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
X Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
Templeton Global Investment Trust
(Name of Registrant as Specified in Its Charter)
Templeton Global Investment Trust
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and O-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identifying 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.
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(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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TEMPLETON GLOBAL INVESTMENT TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF MEETING OF SHAREHOLDERS
OF TEMPLETON GLOBAL RISING DIVIDENDS FUND
April 20, 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, April 20,
1995 at 10:00 a.m. (Eastern Standard 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 20, 1995
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TEMPLETON GLOBAL INVESTMENT TRUST
700 Central Avenue, St. Petersburg, Florida 33701-3628
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 20,
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 APRIL 20, 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., 700 Central Avenue, P. O. Box 33030, St.
Petersburg, Florida 33733-8030 - telephone (800) 354-9191 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 586,058,868 Shares of
the Fund outstanding. Each Share 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:
Shares Owned % of Total
Names and Offices Beneficially on Outstanding
with the Trust February 28, 1995 Shares Owned on
February 28, 1995
Harris J. Ashton 0 0
Director
John G. Bennett, Jr. 136,674 .023%
Director
Nicholas F. Brady* 83,563 .014%
Director
F. Bruce Clarke 136,469 .023%
Director
Hasso-G von Diergardt- 86,031 .014%
Naglo
Director
Martin L. Flanagan* 0 0
Director and Vice
President
S. Joseph Fortunato 0 0
Director
Andrew H. Hines, Jr. 136,674 .023%
Director
Charles B. Johnson* 0 0
Director and Vice
President
Betty P. Krahmer 86,159 .014%
Director
Gordon S. Macklin 0 0
Director
Fred R. Millsaps 673,008 .114%
Director
John M. Templeton* 0 0
Chairman of the
Board
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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 1,338,578 Fund Shares,
representing 23% of the total outstanding Shares. To the
knowledge of management, no person owns beneficially or had the
right to vote 5% or more of the outstanding Shares of the Fund.
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.
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." It is proposed that these changes be effective May
8, 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. 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
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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 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
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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, effective May 8, 1995, 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.
BUSINESS MANAGER
Templeton Global Investors, Inc., 700 Central Avenue, St.
Petersburg, Florida 33701-3628, 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
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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"), 700 Central Avenue, 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 any such
proposals. 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 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 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 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 all
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
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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 20, 1995
<PAGE>
TEMPLETON GLOBAL INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS, APRIL 20, 1995
The undersigned hereby appoints ______________ and
_______________, and each of them, with full power of
substitution, as proxies, to vote and act with respect to all
shares of Templeton Global Rising Dividends Fund (the "Fund"), a
series of Templeton Global Investment Trust (the "Trust") of the
undersigned at the Special Meeting of Shareholders of the Fund to
be held at 10:00 a.m., Eastern Standard Time, on Thursday, April
20, 1995 and at any adjournment thereof, and instructs them to
vote as indicated on the matters referred to in the Proxy
Statement for the meeting, receipt of which is hereby
acknowledged, with discretionary power to vote upon such other
business as may properly come before the meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE
FUND. The Board of Trustees recommends that you vote FOR
the following proposals:
I. Approval of an amendment to the Fund's investment objective
and to change the name of the Fund.
FOR [ ] Against [ ] Abstain [ ]
This Proxy will be voted as specified. IF NO SPECIFICATIONS
ARE MADE, THIS PROXY WILL BE VOTED FOR THESE PROPOSALS.
Receipt of the Notice of Special Meeting and
Proxy Statement is hereby acknowledged.
DATED ___________________, 1995
____________________________________________
____________________________________________
Signature(s) of Shareholder(s)
This Proxy shall be signed exactly as your name(s) appears
hereon. If as attorney, executor, guardian or in some
representative capacity or as an officer of a corporation,
please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
