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 [ ] Confidential, for use of the
Commission only (as
permitted Rule 14a-6(e)(2)
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 240.14a-11(c) or 240.14a-12
(Name of Registrant as Specified in Its Charter)
TEMPLETON GLOBAL INVESTMENT TRUST
(Name of Person(s) Filing Proxy Statement)
TEMPLETON GLOBAL INVESTMENT TRUST
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),
or Item 22(a)(2) of Schedule 14A.
[ ] $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(Set forth the
amount on which the filing fee is calculated and state how it
was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material.
[ ] 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.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
TEMPLETON LATIN AMERICA FUND
IMPORTANT SHAREHOLDER INFORMATION
This document announces the date, time and location of a shareholders' meeting,
identifies the proposals to be voted on at the meeting, and contains your proxy
statement and proxy card. A proxy card is, in essence, a ballot. When you vote
your proxy, it tells us how to vote on your behalf on important issues relating
to your fund. If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, we'll vote it in accordance with the
Board of Trustees' recommendations on page ____.
We urge you to spend a few minutes with the proxy statement reviewing the
proposals at hand. Then, fill out your proxy card and return it to us. When
shareholders don't return their proxies in sufficient numbers, we have to incur
the expense of follow-up solicitations, which can cost your fund money. We want
to know how you would like to vote and welcome your comments. Please take a few
minutes with these materials and return your proxy to us. If you have any
questions, call the Fund Information Department at 1-800/DIAL BEN.
TEMPLETON LATIN AMERICA FUND
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting (the "Meeting") of Shareholders of Templeton Latin America
Fund (the "Fund") will be held at 700 Central Avenue, St. Petersburg, Florida
33701-3628 on Friday, June 28, 1996 at 10:00 A.M. (EST).
During the Meeting, Shareholders of Fund, a series of Templeton Global
Investment Trust (the "Trust"), will vote on two proposals:
1. The approval or disapproval of a new investment management agreement
between the Trust, on behalf of the Fund, and Templeton Investment
Counsel, Inc., and
2. The transaction of any other business as may properly come before
the Meeting.
By order of the Board of Trustees,
Thomas M. Mistele, Secretary
May __, 1996
TEMPLETON LATIN AMERICA FUND
PROXY STATEMENT
INFORMATION ABOUT VOTING:
WHO IS ELIGIBLE TO VOTE?
Class I and Class II shareholders of record at the close of business on
May 24, 1996 are entitled to be present and to vote at the Meeting or
any adjourned Meeting. Each share of record is entitled to one vote on
all matters presented at the Meeting. The Notice of Meeting, the proxy,
and the proxy statement were mailed to shareholders of record on or
about May 31, 1996.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on two proposals:
The approval or disapproval of a new investment management
agreement between the Trust, on behalf of the Fund, and Templeton
Investment Counsel, Inc. (the "New Agreement"), and
The transaction of any other business as may properly come
before the Meeting.
HOW DO THE TRUSTEES RECOMMEND THAT I VOTE?
The Trustees recommend that you vote:
FOR the approval of the New Agreement; and
FOR the proxyholders to vote, in their discretion, on any
other business that may properly come before the Meeting.
HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person or you may complete and
return the attached proxy. Proxies that are signed, dated and received
by the close of business on Thursday, June 27, 1996 will be voted as
specified. If you specify a vote for any of the proposals, your proxy
will be voted as you indicated. If you simply sign and date the proxy,
but don't specify a vote for one or both of the proposals, your shares
will be voted in favor of the New Agreement (proposal 1), and/or in
accordance with the discretion of the persons named in the proxy as to
any other matters (proposal 2).
CAN I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by (1)
delivering a written revocation to the Secretary of the Trust, (2)
forwarding to the Fund a later-dated proxy that is received by the Fund
on or before June 27, 1996, or (3) attending the Meeting and voting in
person.
THE PROPOSALS:
1. NEW INVESTMENT MANAGEMENT AGREEMENT:
WHO IS THE CURRENT INVESTMENT MANAGER?
Templeton Global Advisors Limited ("TGA") formerly known as Templeton,
Galbraith & Hansberger, Ltd., a Bahamian corporation with offices in
Nassau, Bahamas, currently serves as Investment Manager of the Fund
pursuant to a management agreement which became effective on May 7,
1995 (the "Existing Agreement"). The Existing Agreement was approved by
Templeton Global Investors, Inc., as sole shareholder of the Fund, on
May 7, 1995, prior to the commencement of Fund operations; and last
approved by the Trust's Board of Trustees, including a majority of the
Trustees who were not parties to the Existing Agreement or interested
persons of any such party ("Independent Trustees"), on February 23,
1996.
WHO IS THE PROPOSED INVESTMENT MANAGER?
The proposed Investment Manager is Templeton Investment Counsel, Inc.
("TICI"), a Florida corporation with offices in Fort Lauderdale,
Florida, and an indirect wholly owned subsidiary of Franklin Resources,
Inc. TICI is registered with the Securities and Exchange Commission
under the Investment Advisers Act of 1940 and currently serves as
investment manager to approximately thirty-five Franklin and Templeton
Funds. The New Agreement will not change the advisory services received
by the Fund but will change the persons performing those services.
WHY ARE THE TRUSTEES RECOMMENDING THAT THE FUND CHANGE ITS INVESTMENT
MANAGER?
TICI currently serves as investment manager or sub-adviser to various
other Franklin and Templeton Funds and other clients, and the Trustees
concluded, in view of anticipated realignment of personnel and
management responsibilities within the Franklin Templeton organization,
that TICI should serve as the Fund's Investment Manager. The Trustees
considered the demonstrated skills and capability of TICI and that TICI
is sufficiently capitalized to enable it to provide high quality
investment management services to the Fund.
In connection with the anticipated personnel realignment, TICI recently
retained Mr. Stephen S. Oler, a portfolio manager with experience in
managing Latin American funds and Latin American portions of global
emerging markets portfolios. For the past eleven years, Mr. Oler was
employed by Baring Asset Management. It is expected that Mr. Oler will
serve as the lead portfolio manager for the Fund.
WHAT FACTORS DID THE TRUSTEES CONSIDER PRIOR TO RECOMMENDING THAT THE
FUND CHANGE ITS INVESTMENT MANGER?
The Trustees determined that, by approving the New Agreement on behalf
of the Fund, the Fund can best obtain services of high quality at costs
deemed appropriate, reasonable and in the best interests of Fund and
its shareholders.
In evaluating the New Agreement, the Board of Trustees considered
comparative information on other mutual funds with similar investment
objectives, including information prepared by Lipper Analytical
Services, Inc. The Trustees also reviewed and discussed the terms and
provisions of the New and Existing Agreements and compared fees and
expenses under the Agreements with those paid by other mutual funds.
The Board of Trustees considered the benefits TICI is expected to
obtain from its relationship with the Fund and the potential economies
of scale in costs and expenses to TICI and its affiliates associated
with its providing services to the Templeton Funds.
In addition, the Board of Trustees considered the demonstrated and
anticipated skills and capability of TICI. Given TICI's current and
anticipated capitalization, management team, and the anticipated
realignment of personnel, the Board of Trustees believe that the Fund
can best obtain high quality investment management services from TICI.
In the Board's view, retaining TICI to serve as Investment Manager of
the Fund is desirable and in the best interests of the Fund and its
shareholders. Accordingly, after consideration at meetings on February
23 and May 23, 1996 of the above factors and such other factors and
information it deemed relevant, the Board of Trustees, including all of
the Independent Trustees, unanimously approved the New Agreement and
voted to recommend its approval by the Fund's shareholders.
WHAT ARE THE TERMS OF THE NEW INVESTMENT MANAGEMENT AGREEMENT?
The New Agreement is substantially identical to the Existing Agreement.
If the New Agreement is approved by the Fund's Shareholders it will
become effective on June 28, 1996 and will remain in effect, unless
earlier terminated, for an initial term ending April 30, 1998. TICI is
expected to manage the Fund's assets using the same investment
philosophies and practices as are currently followed by TGA.
Pursuant to the New and Existing Agreements, the Investment Manager
manages the investment and reinvestment of the Fund's assets. The
Investment Manager makes all determinations with respect to buying,
holding, and selling the fund's securities as well as exercising any
investment security rights, including voting rights. The Investment
Manager is not required to furnish any personnel, overhead items or
facilities for the Fund, including trading desk facilities or daily
pricing of the Fund's portfolio, although those services are provided
for some other investment companies by their investment managers.
The New Agreement, like the Existing Agreement, provides that TICI will
abide by the Fund's brokerage policies when selecting brokers-dealers
to execute portfolio transactions for the Fund. Although the services
provided by broker-dealers may incidentally help TICI reduce its
expenses or otherwise benefit TICI, its clients, its affiliates, and
the Fund, the value of these services is indeterminable and TICI's fee
under the New Agreement is not reduced by any offsetting or
compensating arrangement.
When TICI determines to buy or sell the same securities for the Fund
that TICI has recommended for one or more of its other clients or for
clients of its affiliates, the orders will be placed for execution by
methods determined by TICI, with approval by the Trust's Board of
Trustees, to be impartial and fair, in order to seek good results for
all parties. Records of securities transactions of persons who know
when orders are placed by the Fund are available for inspection at
least four times annually by the Compliance Officer of the Trust so
that the Independent Trustees can be satisfied that the procedures are
generally fair and equitable for all parties.
The Existing and New Agreements provide for a monthly fee at the annual
rate of 1.25% of the Fund's average daily net assets, payable at the
end of each calendar month. This fee is higher than those paid by most
other U.S. investment companies, primarily because of the additional
time and expense required of the Investment Manager in pursuing the
Fund's policies of investing in Latin American issuers. During the
fiscal year ended March 31, 1996, gross management fees of $44,350
accrued to TGA.
TICI, like TGA, has voluntarily agreed to reduce its investment
management fee, until December 31, 1996, to the extent necessary to
limit total expenses (excluding interest, taxes, brokerage commissions
and extraordinary expenses) to the following percentages of the Fund's
average daily net assets: 2.35% for Class I and 3.00% for Class II.
TICI will also comply with any applicable state regulations which may
require it to make reimbursements to the Fund in the event that the
Fund's total expenses (excluding interest, taxes, brokerage commissions
and extraordinary expenses) are in excess of specific applicable
limitations. The strictest rule currently applicable to the Fund is
2.5% of the first $30,000,000 of net assets, 2% of the next $70,000,000
of net assets and 1.5% of the remainder.
Like the Existing Agreement, the New Agreement provides that TICI will
have no liability to the Fund or any shareholder of the Fund for any
error of judgment, mistake of law, or for loss arising out of any
investment or other act or omission in the performance by TICI of its
duties under the New Agreement, except for any liability, loss or
damage resulting from willful misfeasance, bad faith or gross
negligence on TICI's part or reckless disregard of its duties under the
New Agreement.
The New Agreement, if approved, will continue in effect until April 30,
1998. Thereafter, it may be renewed for successive periods not to
exceed one year by the Board of Trustees or by a vote of the holders of
a majority of the Fund's outstanding voting securities, and by a vote
of a majority of the Independent Trustees. The New Agreement may be
terminated without penalty at any time by the Fund or by TICI on 60
days' written notice, with the approval of a majority of the Trustees
of the Trust or by vote of the holders of a majority of the outstanding
shares of the Fund, as defined in the Investment Company Act of 1940
(the "1940 Act"). For this purpose, the vote of the holders of a
majority of the outstanding shares of the Fund means the lesser of
either (1) the vote of 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 (2) the vote of the
holders of more than 50% of the outstanding shares of the Fund ("1940
Act Majority"). The New Agreement will automatically terminate in the
event of its "assignment," as defined in the 1940 Act.
In the event that Shareholders of the Fund do not approve the New
Agreement, TGA will continue to serve as the Investment Manager of the
Fund pursuant to the terms of the Existing Agreement. The Board of
Trustees would then either negotiate a new investment management
agreement with an investment manager selected by the Board or make
other appropriate arrangements, in either event subject to approval by
the shareholders of the Fund.
WHO ARE THE PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE NEW
INVESTMENT MANAGER?
<TABLE>
<CAPTION>
NAME AND OFFICE PRINCIPAL OCCUPATION ADDRESS
<S> <C> <C>
Charles E. Johnson Manager 500 East Broward Blvd.
Director and Chairman Fort Lauderdale, Florida
Donald F. Reed Securities Analyst 500 East Broward Blvd.
Director and President Fort Lauderdale, Florida
Martin L. Flanagan Accountant Franklin Resources, Inc.
Director, Executive Vice 777 Mariners Island Blvd.
President and Chief San Mateo, California
Operating Officer
Gregory E. McGowan Attorney 500 East Broward Blvd.
Director and Executive Vice Fort Lauderdale, Florida
President
Gary P. Motyl Securities Analyst 500 East Broward Blvd.
Director and Executive vice President Fort Lauderdale, Florida
</TABLE>
MORE INFORMATION ABOUT THE NEW INVESTMENT MANAGER.
TICI 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 Resources, Inc.
("Franklin"). Franklin is primarily engaged, through various
subsidiaries, in providing investment management, share distribution,
transfer agent and administrative services to a family of investment
companies. Franklin is a publicly owned holding company, the principal
shareholders of which are Charles B. Johnson and Rupert H. Johnson, Jr.
who own approximately 20% and 16% respectively, of Franklin's
outstanding shares.
Some of the Trustees or Officers of the Trust also serve as directors
or officers of TICI or its parent entities. These Trustees, their
affiliation(s), and the names and addresses of TICI and its parent
entities are provided below:
TEMPLETON INVESTMENT COUNSEL, INC. ("TICI")
Broward Financial Centre
Fort Lauderdale, Florida 33394-3091
TRUSTEES ALSO SERVING AS OFFICERS OR DIRECTORS OF TICI
Gary R. Clemons
Martin L. Flanagan
Samuel J. Forester, Jr.
TEMPLETON GLOBAL INVESTORS, INC. ("TGII")
Broward Financial Centre
Fort Lauderdale, Florida 33394-3091
TRUSTEES ALSO SERVING AS OFFICERS OR DIRECTORS OF TGII
James R. Baio
Martin L. Flanagan
Charles B. Johnson
John R. Kay
TEMPLETON WORLDWIDE, INC. ("TWI")
Broward Financial Centre
Fort Lauderdale, Florida 33394-3091
TRUSTEES ALSO SERVING AS OFFICERS OR DIRECTORS OF TWI
James R. Baio
Martin L. Flanagan
Mark G. Holowesko
Charles B. Johnson
John R. Kay
FRANKLIN RESOURCES, INC. ("FRANKLIN")
777 Mariners Island Blvd.
San Mateo, California
TRUSTEES ALSO SERVING AS OFFICERS OR DIRECTORS OF FRANKLIN
Martin L. Flanagan
Charles B. Johnson
TICI also serves as investment manager or a subadvisor to other U.S.
registered investment companies that have an investment objective
similar to that of the Fund. TICI receives and expect to receive from
these investment companies the following investment management fees:
<TABLE>
<CAPTION>
APPROXIMATE NET ASSETS
AS OF INVESTMENT MANAGEMENT FEE
MANAGEMENT INVESTMENT COMPANIES MARCH 31, 1996 (ANNUAL RATE)
------------------------------- -------------- -------------
<S> <C. <C>
Franklin Templeton Japan Fund* $6,174,376 0.75%
Templeton Capital Accumulator Fund, Inc. $89,874,139 0.75%
Templeton Institutional Funds, Inc.
- Templeton Foreign Equity Series $2,111,476,978 0.70%
- Templeton Growth Series $222,191,210 0.70%
Templeton Global Investment Trust
-Templeton Global Infrastructure Fund $22,914,389 0.75%
Templeton Global Opportunities Trust $551,021,695 0.80%
Templeton Global Smaller Companies Fund, Inc.** $1,505,733,224 0.75%
Templeton Variable Annuity Fund $14,952,570 0.50% up to $200 million
0.45% up to $1,300
million 0.40% over $1,300
million
Templeton Variable Products Series Fund
-Templeton Stock Fund $535,857,034 0.50% up to $200 million
0.45% up to $1,300
million 0.40% over $1,300
million
-Templeton International Fund $436,839,210 0.50% up to $200 million
0.45% up to $1,300
million 0.40% over $1,300
million
</TABLE>
* TICI has voluntarily agreed to reduce its investment management fee to the
extent necessary to limit total expenses (excluding interest, taxes, brokerage
commissions and extraordinary expenses) to 2.00% of the fund's average daily net
assets. ** Formerly Templeton Smaller Companies Growth Fund, Inc.
<TABLE>
<CAPTION>
APPROXIMATE NET ASSETS
AS OF SUBADVISOR FEE
MANAGEMENT INVESTMENT COMPANIES MARCH 31, 1996 (ANNUAL RATE)
------------------------------- -------------- - -------------
<S> <C> <C>
Templeton Emerging Markets Appreciation Fund, Inc. $38,895,491 0.30%
Franklin Templeton International Trust
- Templeton Pacific Growth Fund $65,012,657 0.50% up to $100 million
0.40% up to $250 million
0.30% up to $500 million
0.25% over $500 million
- Franklin International Equity Fund $57,974,075 0.50% up to $100 million
0.40% up to $250 million
0.30% up to $500 million
0.25% over $500 million
Franklin Valuemark Funds
- Templeton Pacific Growth Fund $370,462,021 0.50% up to $100 million
0.40% up to $250 million
0.30% up to $500 million
0.25% over $500 million
- Templeton International Equity Fund $925,671,914 0.50% up to $100 million
0.40% up to $250 million
0.30% up to $500 million
0.25% over $500 million
</TABLE>
2. OTHER BUSINESS:
The Trustees know of no other business to be presented at the Meeting.
However, if any additional matters should be properly presented,
proxies will be voted as specified. Proxies reflecting no specification
will be voted in accordance with the judgment of the persons named in
the proxy.
INFORMATION ABOUT THE FUND
The Fund's last audited financial statements and annual report, dated
March 31, 1996, are available free of charge. To obtain a copy, please
call 1-800/DIAL-BEN or forward a written request to Franklin Templeton
Distributors, Inc., 700 Central Avenue, St. Petersburg, FL 33701-3628.
As of March 31, 1996 the Fund had assets of $6,499,710 and 671,071
shares outstanding, To the knowledge of the Trust's management, as of
March 31, 1996 no person owned beneficially or of record more than 5%
of the Fund's outstanding shares, except that, ___________
In addition, to the knowledge of the Trust's management, as of March
31, 1996, no present Trustee of the Trust owned 1% or more of the
outstanding shares of the Fund, and the officers and Trustees of the
Trust owned, as a group, less than 1% of the outstanding shares of the
Fund.
The name, address, and principal occupation of the Trustees and
principal executive officers of the Trust are listed in the Fund's
Statement of Additional Information. Mr. Nicholas F. Brady, an
Interested Trustee, and Franklin are both limited partners of Darby
Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady established
Darby Overseas in February 1994, and is Chairman and a shareholder of
the corporate general partner of Darby Overseas. In addition, Darby
Overseas and TGA are limited partners of Darby Emerging Markets Fund,
L.P.
THE BUSINESS MANAGER. Templeton Global Investors, Inc. ("TGII"),
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 and will continue to do so if the New Agreement
is approved. During the fiscal year ended March 31, 1996, TGII
received fees from the Fund totaling $5,322.
THE TRANSFER AGENT. Franklin Templeton Investor Services, Inc. `FTIS"),
700 Central Avenue, St. Petersburg, FL 33701-3628, an indirect,
wholly-owned subsidiary of Franklin, serves as transfer agent and
dividend disbursing agent for the Fund and will continue to do so if
the New Agreement is approved. During the fiscal year ended March 31,
1996, FTIS received fees from the Fund totaling $8,000.
THE PRINCIPAL UNDERWRITER. Franklin Templeton Distributors, Inc.
(`FTD"), 700 Central Avenue, St. Petersburg, FL 33701-3628, an
indirect, wholly-owned subsidiary of Franklin, serves as principal
underwriter for the Fund and will continue to do so if the New
Agreement is approved. FTD retains commissions on the sale of Fund
shares, and is reimbursed and/or compensated for distribution and
shareholder servicing pursuant to the Rule 12b-1 plans adopted for the
Fund's Class I and Class II shares. During the fiscal year ended March
31, 1996, FTD retained ___________in commissions from the sale of Fund
shares, and was reimbursed and/or compensated _________ and _______ for
distribution and shareholder servicing in connection with Class I and
Class II shares, respectively.
FURTHER INFORMATION ABOUT VOTING AND THE
SHAREHOLDER MEETING:
SOLICITATION OF PROXIES. The cost of soliciting proxies, including the
fees of a proxy soliciting agent, are borne by the Fund. The Fund
reimburses brokerage firms and others for their expenses in forwarding
proxy material to the beneficial owners and soliciting them to execute
proxies. The Fund, however, does not reimburse the Trustees, Officers,
and regular employees and agents involved in the solicitation of
proxies.
The Fund expects that, before the Meeting, broker-dealer firms holding
shares of the Fund in "street name" for their customers and clients
will request voting instructions from their customers, clients and
beneficial shareholders.
QUORUM. One-third of the shares entitled to vote -- present in person
or represented by proxy -- constitutes a quorum at the Meeting. The
shares over which broker-dealers have discretionary voting power, the
shares that broker-dealers have declined to vote ("broker non-votes")
and the shares whose proxies reflect an abstention on any item are all
counted as shares present and entitled to vote for purposes of
determining whether the required quorum of shares exits.
METHODS OF TABULATION. A majority of the shares voted in person or by
proxy decide any question except when a larger vote is required by law.
Proposal 1, the approval of the New Agreement, affects the Fund as a
whole and therefore both Class I and Class II shareholders are eligible
to vote. In addition, Proposal 1 requires the affirmative vote of a
1940 Act Majority of the Fund's shares, which means the affirmative
vote of the holders of the lesser of either (1) 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
(2) more than 50% of the Fund's shares, as the case may be. Proposal 2,
the transaction of any other business, is expected to require the
affirmative vote of a majority of the Fund's shares present at the
Meeting. Abstentions and broker "non-votes" have the effect of "no"
votes for purposes of obtaining approval of Proposal 1 and 2.
ADJOURNMENT. If a sufficient number of votes in favor of the proposals
contained in the Notice of Annual Meeting and Proxy Statement is not
received by the time scheduled for the Meeting, the persons named in
the proxy may propose adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposals. Any
proposed adjournment requires the affirmative vote of a majority of
shares present at the Meeting. Proxies will be voted as specified.
Those proxies reflecting no specification will be voted in accordance
with the judgment of the persons name in the proxy.
