TEMPLETON GLOBAL INVESTMENT TRUST, DEFS14A, 1999-10-14

TEMPLETON GLOBAL INVESTMENT TRUST
DEFS14A, 1999-10-14

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

TEMPLETON GLOBAL INVESTMENT TRUST
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transactions applies:

(2) Aggregate number of securities to which transactions 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 materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify 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:

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[LOGO](R)
FRANKLIN(R) TEMPLETON(R)

TEMPLETON GLOBAL INVESTMENT TRUST
TEMPLETON LATIN AMERICA FUND

IMPORTANT SHAREHOLDER INFORMATION

These materials are for a special shareholders' meeting scheduled for Friday,
November 12, 1999 at 10:00 a.m. Eastern time. They discuss the proposals to be
voted on at the meeting, and contain your proxy statement and proxy card. A
proxy card is, in essence, a ballot. When you vote your proxy, it tells us how
you wish to vote 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 Trustees' recommendations on page 1
of the proxy statement.

WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW
HOW YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY,
THE FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL
MAILINGS.

WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT
1-800/DIAL BEN(R)(1-800/342-5236).

TELEPHONE VOTING

FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE, 24 HOURS A DAY.
IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND SEPARATE INSTRUCTIONS ARE
ENCLOSED.

PAGE

TEMPLETON GLOBAL INVESTMENT TRUST
ON BEHALF OF
TEMPLETON LATIN AMERICA FUND
500 EAST BROWARD BOULEVARD
FORT LAUDERDALE, FL 33394-3091

Dear Shareholders:

I am writing to request that you consider four matters relating to your
investment in Templeton Latin America Fund (the "Fund"), a series of Templeton
Global Investment Trust (the "Trust"). The Board of Trustees asks that you cast
your vote in favor of:

1. Changing the classification of the Fund from a diversified to a
non-diversified fund;

2. Amending six of the Fund's fundamental investment restrictions;

3. Eliminating five of the Fund's fundamental investment restrictions;
and

4. Granting proxyholders the authority to vote upon any other business
that may properly come before the meeting or any adjournment(s)
thereof.

We have proposed a change to the classification of the Fund from a diversified
to a non-diversified investment company. If approved, the Fund would be
permitted to invest all of its assets in the securities of relatively few
issuers. We have also proposed amending or eliminating certain fundamental
investment restrictions. We believe that the recommended changes will provide
additional investment opportunities for the Fund, as further described in the
attached proxy statement. We urge you to approve these proposals which are
designed to benefit all shareholders by providing the Fund with greater
flexibility in pursuing its investment objectives.

The proxy statement includes a question-and-answer format designed to provide
you with a simpler and more concise explanation of certain issues. Although
much of the information in the proxy statement is technical and required by the
various regulations that govern the Trust, we hope that this format will be
helpful to you.

Your vote is important to the Fund. On behalf of the Trustees, thank you in
advance for considering these issues and for promptly returning your proxy
card.

Sincerely,

Mark G. Holowesko
PRESIDENT
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[LOGO](R)
FRANKLIN(R) TEMPLETON(R)

TEMPLETON GLOBAL INVESTMENT TRUST
ON BEHALF OF
TEMPLETON LATIN AMERICA FUND
500 EAST BROWARD BOULEVARD
FORT LAUDERDALE, FL 33394-3091

NOTICE OF SPECIAL SHAREHOLDERS' MEETING

TO BE HELD ON NOVEMBER 12, 1999

A Special Shareholders' Meeting ("Meeting") of Templeton Latin America Fund
(the "Fund"), a series of Templeton Global Investment Trust (the "Trust"), will
be held at the Trust's offices at 500 East Broward Boulevard, Fort Lauderdale,
FL 33394, at 10:00 a.m. (Eastern time), on Friday, November 12, 1999.

During the Meeting, shareholders of the Fund will vote on the following
proposals and sub-proposals:

1. To change the classification of the Fund from a diversified to a
non-diversified fund, which is fundamental.

2. To approve amendments to certain of the Fund's fundamental investment
restrictions (includes six (6) Sub-Proposals).

(a) To amend the Fund's fundamental investment restriction regarding
borrowing;

(b) To amend the Fund's fundamental investment restriction regarding
underwriting;

(d) To amend the Fund's fundamental investment restrictions regarding
investments in real estate and commodities;

(e) To amend the Fund's fundamental investment restriction regarding
issuing senior securities; and

(f) To amend the Fund's fundamental investment restriction regarding
industry concentration.

3. To approve the elimination of certain of the Fund's fundamental investment
restrictions.

4. To grant the proxyholders authority to vote upon any other business that
may properly come before the Meeting or any adjournment(s) thereof.

The Board of Trustees has fixed Wednesday, September 15, 1999 as the record
date for determination of shareholders entitled to vote at the Meeting or any
adjourned Meeting.

Please note that a separate vote is required for each Proposal or Sub-Proposal.

By Order of the Board of Trustees,

Barbara J. Green
SECRETARY

Fort Lauderdale, Florida
October 14, 1999

PLEASE SIGN AND RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED ENVELOPE
REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PROXY STATEMENT

Questions and Answers .............................................................. 1
Proposal 1: To Change the Classification of the Fund from Diversified to
Non-Diversified ...................................................... 2

Proposal 2: To Approve Amendments to Certain of the Fund's Fundamental Investment
Restrictions (Includes 6 Sub-Proposals) .............................. 4

2a: Borrowing ............................................................ 4

2b: Underwriting ......................................................... 5

2c: Lending .............................................................. 6

2d: Real Estate and Commodities .......................................... 7

2e: Issuing Senior Securities ............................................ 8

2f: Industry Concentration ............................................... 9

Proposal 3: To Approve the Elimination of Certain of the Fund's Fundamental
Investment Restrictions .............................................. 10

Proposal 4: Other Business ....................................................... 12

EXHIBITS

Exhibit A: Fundamental Investment Restrictions Proposed to be Amended or
Eliminated ........................................................... A-1

Exhibit B: Current Fundamental Investment Restrictions Proposed to be Eliminated B-1

</TABLE>

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TEMPLETON GLOBAL INVESTMENT TRUST
TEMPLETON LATIN AMERICA FUND

PROXY STATEMENT

QUESTIONS AND ANSWERS

/diamond/INFORMATION ABOUT VOTING

WHO IS ASKING FOR MY VOTE?

The Trustees of Templeton Global Investment Trust (the "Trust") in
connection with the Special Shareholders' Meeting of Templeton Latin
America Fund (the "Fund"), a series of the Trust, to be held Friday,
November 12, 1999 (the "Meeting"), have requested your vote on several
matters.

WHO IS ELIGIBLE TO VOTE?

Shareholders of record of the Fund at the close of business on Wednesday,
September 15, 1999 are entitled to vote at the Meeting or any adjourned
meeting, and will be entitled to one vote for each full share and a
fractional vote for each fractional share that they hold, on each matter
presented at the Meeting. The Notice of Meeting, the proxy card, and the
proxy statement were mailed to shareholders of record on or about October
14, 1999.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on the following proposals:

1. To change the classification of the Fund from diversified to
non-diversified;

2. To amend certain of the Fund's fundamental investment restrictions;

3. To eliminate certain of the Fund's fundamental investment restrictions;
and

4. To grant the proxyholders authority to vote upon any other business that
may properly come before the Meeting or any adjournment(s) thereof.

HOW DO THE TRUSTEES RECOMMEND THAT I VOTE?

The Trustees recommend that you vote:

1. FOR the change of the classification of the Fund from diversified to
non-diversified;

2. FOR the amendment of each of the Fund's fundamental investment
restrictions proposed to be amended;

3. FOR the elimination of certain of the Fund's fundamental investment
restrictions proposed to be eliminated; and

4. FOR the proxyholders to have discretion to vote on any other business
that may properly come before the Meeting or any adjournment(s) thereof.

PAGE

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 enclosed proxy card. If you are eligible to vote by telephone, a
control number and separate instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you
simply sign and date the proxy card, but don't specify a vote for any of
the Proposals 1 through 3, your shares will be voted IN FAVOR of changing
the classification of the Fund from diversified to non-diversified
(Proposal 1), IN FAVOR of amending certain of the Fund's fundamental
investment restrictions (Sub-Proposals 2a-2f), IN FAVOR of eliminating
certain of the Fund's fundamental investment restrictions (Proposal 3),
and/or IN ACCORDANCE with the discretion of the persons named in the proxy
card as to any other matters that properly may come before the Meeting
(Proposal 4).

CAN I REVOKE MY PROXY?

You may revoke your proxy at any time before it is voted by forwarding a
written revocation or later-dated proxy card to the Fund that is received
at or prior to the Meeting, or attending the Meeting and voting in person.

/diamond/ THE PROPOSALS

PROPOSAL 1: TO CHANGE THE CLASSIFICATION OF THE FUND FROM DIVERSIFIED TO
NON-DIVERSIFIED

WHAT DOES THE FUND'S CURRENT CLASSIFICATION AS "DIVERSIFIED" MEAN?

The Fund is currently classified as "diversified" according to the
Investment Company Act of 1940, as amended ("1940 Act"). This
classification requires the Fund to have an investment policy prohibiting
it, as to 75% of its total assets, from investing more than 5% of the value
of its total assets in the securities of any one issuer (other than
securities issued by the U.S. government, its agencies or instrumentalities
or securities of other investment companies), and to not more than 10% of
the outstanding voting securities of such issuer. Under the 1940 Act, the
remaining 25% of the Fund's total assets may be invested without regard to
the 5% and 10% limitations. Consistent with many mutual funds, the Fund,
while having claimed diversified status since its inception, also has a
fundamental investment restriction summarizing the diversification
requirements of the 1940 Act. The restriction, which currently appears in
the Fund's Statement of Additional Information as restriction number 2,
states that the Fund may not:

PURCHASE ANY SECURITY (OTHER THAN OBLIGATIONS OF THE U.S. GOVERNMENT, ITS
AGENCIES OR INSTRUMENTALITIES) IF, AS A RESULT, AS TO 75% OF [THE]
FUND'S TOTAL ASSETS (A) MORE THAN 5% OF THE FUND'S TOTAL ASSETS WOULD
THEN BE INVESTED IN SECURITIES OF ANY SINGLE ISSUER, OR (B) THE FUND
WOULD THEN OWN MORE THAN 10% OF THE VOTING SECURITIES OF ANY SINGLE
ISSUER...

The Fund's investment adviser, Templeton Investment Counsel, Inc.
("Investment Counsel"), has recommended changing the Fund's classification
from "diversified" to "non-diversified." Under the 1940 Act, a change from
diversified to non-diversified status requires a shareholder vote. In
addition, elimination of a fundamental investment restriction requires such
a vote. If Proposal 1 is approved by shareholders, the Fund's status would
change and its fundamental investment restriction regarding diversification
would be eliminated.

WHY IS THE BOARD RECOMMENDING A CHANGE TO THE FUND'S CURRENT
CLASSIFICATION?

Investment Counsel has described to the Board that in the Latin American
region, investment opportunities are concentrated in a relatively small
number of issuers. In fact, according to

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Investment Counsel, the diversified nature of the Fund, which causes it to
invest in a greater number of issuers, is impeding the Fund's ability to
fully benefit from the performance of certain securities each of which
comprises a significant percentage of certain regional indices. Thus, the
non-diversified status of the Fund puts it at a competitive disadvantage
compared with other funds which have the ability to invest in the
securities of fewer issuers.

According to Investment Counsel, changing the Fund to non-diversified may
provide additional investment flexibility that, in light of the Fund's
regional focus, would be in the best interests of shareholders. Although
greater investment flexibility would result from a change to
non-diversified status, it should be noted that the Fund intends to
continue to operate in compliance with diversification requirements of the
Internal Revenue Code ("Code") in order to qualify as a regulated
investment company under the Code. These Code provisions require that the
Fund limit its investments so that, at the close of each quarter of its
taxable year (i) not more than 25% of its total assets is invested in the
securities (other than U.S. government securities or the securities of
other regulated investment companies) of any one issuer, and (ii) at least
50% of the value of its total assets is represented by cash and cash items
(including receivables), government securities and securities of other
regulated investment companies, and other securities for purposes of this
calculation limited in respect of any one issuer to an amount not greater
in value than 5% of the value of the Fund's total assets and to not more
than 10% of the outstanding voting securities of the issuer.

WHAT ARE THE RISKS OF SUCH A CHANGE TO THE FUND'S STATUS?

Changing the Fund to non-diversified involves potential risks, including
the potential that changes in the value of a single issuer's securities may
have a greater effect on the Fund's performance and share price than if the
Fund remained diversified. The Latin American stock markets are relatively
undeveloped and there are few larger issuers in which to invest. Therefore,
a drop in the price of a small number of issuers could significantly
negatively impact the net asset value of the Fund.

THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU APPROVE PROPOSAL 1

* * *

INTRODUCTION TO PROPOSALS 2 AND 3.

WHY IS THE FUND AMENDING OR ELIMINATING CERTAIN OF ITS FUNDAMENTAL
INVESTMENT RESTRICTIONS?

The Fund is subject to certain investment restrictions which govern its
investment activities. Under the 1940 Act, certain investment restrictions
are required to be "fundamental" which means that they can only be changed
by a shareholder vote. An investment company may designate additional
investment restrictions that are fundamental, and it may also adopt "non-
fundamental" restrictions, which may be changed by the Trustees without
shareholder approval.

After the Trust was formed, certain legal and regulatory requirements
applicable to mutual funds changed. For example, certain restrictions
imposed by state laws and regulations were eliminated by the National
Securities Markets Improvement Act of 1996 ("NSMIA") and therefore are no
longer applicable to funds. As a result of NSMIA, the Fund currently is
subject to fundamental investment restrictions that are either more
restrictive than required under current law, or which are no longer
required at all. Accordingly, the Trustees recommend that the Fund's
shareholders approve the amendment or elimination of certain of the Fund's
current fundamental investment restrictions. The proposed restrictions
satisfy current federal regulatory requirements and are written to provide
flexibility to respond to future legal, regulatory, market or technical
changes.

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PAGE

By reducing the total number of investment restrictions that can be changed
only by a shareholder vote, management of the Fund believes that the Fund
will be able to minimize the costs and delays associated with holding
future shareholder meetings to revise fundamental policies that become
outdated or inappropriate. The management of the Fund also believes that
the investment adviser's ability to manage the Fund's assets in a changing
investment environment will be enhanced, and that investment management
opportunities will increase as a result of these changes.

The proposed changes will not affect the Fund's investment objective.
Although the proposed changes in fundamental investment restrictions will
provide the Fund greater flexibility to respond to future investment
opportunities, Investment Counsel does not anticipate that the changes,
individually or in the aggregate (with the exception of the proposed
elimination of the investment restriction relating to diversification),
will result in a material change in the level of investment risk associated
with investment in the Fund. Investment Counsel does not anticipate that
the proposed changes will materially affect the manner in which the Fund is
managed.

The Fund's existing investment restrictions, together with the recommended
changes to these restrictions are detailed in Exhibit A. Shareholders are
requested to vote on each Sub-Proposal in Proposal 2 separately.

PROPOSAL 2: TO APPROVE AMENDMENTS TO CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS (THIS PROPOSAL INVOLVES SEPARATE VOTES
ON SUB-PROPOSALS 2a-2f)

SUB-PROPOSAL 2a: TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING BORROWING.

The 1940 Act requires investment companies to impose certain limitations on
borrowing activities. The limitations on borrowing are generally designed
to protect shareholders and their investment by restricting a fund's
ability to subject its assets to the claims of creditors who might have a
claim to the fund's assets that would take precedence over the claims of
shareholders. A fund's borrowing restriction must be fundamental.

Under the 1940 Act, a fund may borrow from banks up to one-third of its
total assets (including the amount borrowed). In addition, a fund may
borrow up to 5% of its total assets for temporary purposes from any person,
provided that such borrowing is privately arranged. Funds typically borrow
money to meet redemptions in order to avoid forced, unplanned sales of
portfolio securities. This technique allows a fund greater flexibility to
buy and sell portfolio securities for investment or tax considerations,
rather than for cash flow considerations.

WHAT IS THE FUND'S CURRENT BORROWING RESTRICTION?

The Fund's current borrowing restriction states that the Fund may not:

BORROW MONEY, EXCEPT THAT [IT] MAY BORROW MONEY FROM BANKS IN AN AMOUNT
NOT EXCEEDING 33 1/3% OF THE VALUE OF ITS TOTAL ASSETS (INCLUDING THE
AMOUNT BORROWED).

WHAT EFFECT WILL AMENDING THE CURRENT BORROWING RESTRICTION HAVE ON THE
FUND?

As described in the Fund's current investment restriction 5, the Fund is
presently permitted to borrow up to one-third of its total assets, but it
is limited to borrowing from banks. The proposed restriction would retain
the legally permissible one-third of total assets limitation, but would
also permit the Fund to borrow cash from affiliated investment companies.
The Fund, together with other funds in the Franklin Templeton Group of
Funds, has requested an exemptive order from the U.S. Securities and
Exchange Commission ("SEC") that would permit the Fund to borrow money from
affiliated Franklin and Templeton funds. If this order is approved, the new
restriction

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would permit the Fund, under certain circumstances, to borrow money from
other Franklin and Templeton funds at rates which are more favorable than
those which the Fund would receive if it borrowed from banks or other
lenders.

WHAT IS THE FUND'S PROPOSED BORROWING RESTRICTION?

If approved by shareholders, the borrowing restriction will be revised to
state that the Fund may not:

BORROW MONEY, EXCEPT THAT THE FUND MAY BORROW MONEY FROM BANKS OR
AFFILIATED INVESTMENT COMPANIES TO THE EXTENT PERMITTED BY THE 1940 ACT,
OR ANY EXEMPTIONS THEREFROM WHICH MAY BE GRANTED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, OR FOR TEMPORARY OR EMERGENCY PURPOSES AND THEN
IN AN AMOUNT NOT EXCEEDING 33 1/3% OF THE VALUE OF THE FUND'S TOTAL
ASSETS (INCLUDING THE AMOUNT BORROWED).

SUB-PROPOSAL 2b: TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING UNDERWRITING.

Under the 1940 Act, the Fund's policy concerning underwriting is required
to be fundamental. Under the federal securities laws, a person or company
generally is considered an underwriter if it participates in the public
distribution of securities of OTHER ISSUERS, usually by purchasing the
securities from the issuer with the intention of re-selling the securities
to the public. From time to time, a mutual fund may purchase a security for
investment purposes which it later sells or redistributes to institutional
investors or others under circumstances where the Fund could possibly be
considered to be an underwriter under the technical definition of
underwriter contained in the securities laws. For example, funds often
purchase securities in private securities transactions where a resale could
raise a question relating to whether or not the fund is technically acting
as an underwriter. However, recent SEC interpretations clarify that
re-sales of privately placed securities by institutional investors do not
make the institutional investor an underwriter in these circumstances. The
proposed restriction encompasses these SEC positions.

The Fund's current restriction relating to underwriting is combined with
restrictions relating to other issues in investment restriction 3. The
adoption of this Sub-Proposal would result in the separation of the Fund's
underwriting restriction from the others currently contained in the Fund's
fundamental investment restriction 3. These restrictions relate to (i) the
issuance of senior securities and (ii) the purchase of securities on margin
or selling short, which are proposed to be amended and eliminated in other
Proposals of this proxy statement (namely, Sub-Proposal 2e and Proposal 3).

WHAT IS THE FUND'S CURRENT UNDERWRITING RESTRICTION?

The Fund's current restriction relating to underwriting states, in relevant
part, that the Fund may not "Act as an underwriter... "

WHAT EFFECT WILL AMENDING THE CURRENT UNDERWRITING RESTRICTION HAVE ON THE
FUND?

The proposed restriction relating to underwriting is substantially similar
to the current restriction. However, the proposed underwriting restriction
clarifies that the Fund may sell its own shares without being deemed an
underwriter. Under the 1940 Act, a mutual fund will not be considered an
underwriter if it sells its own shares pursuant to a written distribution
plan that complies with certain provisions of the 1940 Act.

The proposed restriction also specifically permits the Fund to resell
restricted securities in those instances where there may be a question as
to whether the Fund is technically acting as an underwriter. By separating
the proposed underwriting restriction from several other issues, the

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investment restrictions on the Fund would be clarified. It is not
anticipated that adoption of the proposed restriction would involve any
additional risk as the proposed restriction would not affect the way the
Fund is currently managed.

WHAT IS THE FUND'S PROPOSED UNDERWRITING RESTRICTION?

If approved by shareholders, the Fund's underwriting restriction will be
revised to state that the Fund may not:

ACT AS AN UNDERWRITER EXCEPT TO THE EXTENT THE FUND MAY BE DEEMED TO BE
AN UNDERWRITER WHEN DISPOSING OF SECURITIES IT OWNS OR WHEN SELLING ITS
OWN SHARES.

SUB-PROPOSAL 2c: TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING LENDING.

Under the 1940 Act, a fund's policy regarding lending must be fundamental.
Certain investment techniques could, under certain circumstances, be
considered to be loans. For example, if the Fund invests in debt
securities, such investments might be considered to be loans from the Fund
to the issuer of the debt securities. In order to ensure that the Fund may
invest in certain debt securities or repurchase agreements, which could
technically be characterized as the making of loans, the Fund's current
fundamental investment restriction specifically carves out such policies
from its prohibitions.

In addition, the Fund's current fundamental investment restriction
presently explicitly permits the Fund to lend its portfolio securities.
Securities lending is a practice that has become common in the mutual fund
industry and involves the temporary loan of portfolio securities to parties
who use the securities for the settlement of securities transactions. The
collateral delivered to the Fund in connection with such a transaction is
then invested to provide the Fund with additional income it might not
otherwise have. Securities lending involves certain risks if the borrower
fails to return the securities.

WHAT IS THE FUND'S CURRENT LENDING RESTRICTION?

The Fund's lending restriction currently states that the Fund may not:

LOAN MONEY, EXCEPT THAT [THE] FUND MAY (A) PURCHASE A PORTION OF AN ISSUE
OF PUBLICLY DISTRIBUTED BONDS, DEBENTURES, NOTES AND OTHER EVIDENCES OF
INDEBTEDNESS, (B) ENTER INTO REPURCHASE AGREEMENTS AND (C) LEND ITS
PORTFOLIO SECURITIES.

WHAT EFFECT WILL AMENDING THE CURRENT LENDING RESTRICTION HAVE ON THE
FUND?

The proposed restriction would provide the Fund with greater lending
flexibility. While the proposed restriction retains the carve-outs in the
existing restriction, it also would permit the Fund to invest in loan
participations and direct corporate loans which recently have become more
common as investments for investment companies. The proposed restriction
also would provide the Fund additional flexibility to make loans to
affiliated investment companies to the extent permitted by exemptions
granted by the SEC. For example, the Franklin Templeton Group of Funds,
including the Fund, has requested an exemptive order from the SEC (the
"Lending Order") that would permit the Fund to lend cash to other Franklin
and Templeton funds. If the Lending Order is approved, the new restriction
would permit the Fund, under certain conditions, to lend cash to other
Franklin or Templeton funds at rates higher than those which the Fund would
receive if the Fund loaned cash to banks through short-term lendings such
as repurchase agreements. The Board anticipates that this additional
flexibility to lend cash to affiliated investment companies would provide
additional investment opportunities, and would enhance the Fund's ability
to respond to changes in market, industry or regulatory conditions.

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WHAT IS THE FUND'S PROPOSED LENDING RESTRICTION?

If approved by shareholders, the Fund's underwriting restriction will be
revised to state that the Fund may not:

MAKE LOANS TO OTHER PERSONS EXCEPT (A) THROUGH THE LENDING OF ITS
PORTFOLIO SECURITIES, (B) THROUGH THE PURCHASE OF DEBT SECURITIES, LOAN
PARTICIPATIONS AND/OR ENGAGING IN DIRECT CORPORATE LOANS IN ACCORDANCE
WITH ITS INVESTMENT OBJECTIVES AND POLICIES, AND (C) TO THE EXTENT THE
ENTRY INTO A REPURCHASE AGREEMENT IS DEEMED TO BE A LOAN. THE FUND MAY
ALSO MAKE LOANS TO AFFILIATED INVESTMENT COMPANIES TO THE EXTENT
PERMITTED BY THE 1940 ACT OR ANY EXEMPTIONS THEREFROM WHICH MAY BE
GRANTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.

SUB-PROPOSAL 2d: TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS
REGARDING INVESTMENTS IN REAL ESTATE AND COMMODITIES.

Under the 1940 Act, a fund's restrictions regarding investments in real
estate and commodities must be fundamental. The Fund's current investment
restrictions relating to real estate and commodities are included in
investment restriction 1. This restriction also includes restrictions
relating to investment in other open-end investment companies and
investment in oil, gas or other mineral exploration or development
programs. Adoption of this Sub-Proposal would result in the creation of an
investment restriction relating only to real estate and commodities
investments. The restrictions relating to the other activities contained in
current restriction 1 are proposed to be eliminated in another Proposal in
this proxy statement (namely, Proposal 3).

WHAT ARE THE FUND'S CURRENT RESTRICTIONS REGARDING INVESTMENTS IN REAL
ESTATE AND COMMODITIES?

The Fund's current restriction regarding investments in real estate and
commodities states, in relevant part, that the Fund may not:

INVEST IN REAL ESTATE OR MORTGAGES ON REAL ESTATE (ALTHOUGH THE [FUND]
MAY INVEST IN MARKETABLE SECURITIES SECURED BY REAL ESTATE OR INTERESTS
THEREIN) . . . OR PURCHASE OR SELL COMMODITY CONTRACTS (EXCEPT FUTURES
CONTRACTS AS DESCRIBED IN [THE] FUND'S PROSPECTUS).

WHAT EFFECT WILL AMENDING THE REAL ESTATE AND COMMODITIES RESTRICTIONS
HAVE ON THE FUND?

REAL ESTATE: The proposed restriction specifically would reference the
Fund's ability to purchase securities of real estate investment trusts
("REITS") to the extent that an investment in REITS would otherwise meet
the Fund's investment criteria. Investing in REITS has gained in popularity
since the early 1990s, and the number of REITS available for investment
also has increased dramatically. The proposed restriction would also
eliminate the current prohibition on the Fund's investing in mortgages.

The Fund's existing restriction would permit an investment in REITS as
well, as REITS are "marketable securities secured by real estate or
interests therein" as recited in existing restriction l. However, the Fund
will continue to be prohibited from directly purchasing or selling real
estate. It is not anticipated that this modification will involve any
additional risk to the Fund as the Fund does not currently and has not in
the past invested in real estate or real estate-related securities.

COMMODITIES: Generally, commodities are considered to be physical
commodities such as wheat, cotton, rice and corn. However, futures
contracts, including financial futures contracts such as those related to
currencies, stock indices or interest rates, are also considered to be
commodities. Funds typically invest in such contracts and options on
contracts for hedging or other investment purposes.

The proposed restriction clarifies that the Fund has the flexibility to
invest in financial futures contracts and related options. This authority
has been disclosed in the Fund's statement of

7
PAGE

additional information and has been referenced in the current carve-out to
investment restriction 1, as well as in investment restriction 3.
Therefore, it is not anticipated that the proposed restriction would
involve any additional risk to the Fund.

WHAT IS THE FUND'S PROPOSED RESTRICTION REGARDING INVESTMENTS IN REAL
ESTATE AND COMMODITIES?

If approved by shareholders, the Fund's proposed restriction regarding
investments in real estate and commodities will state that the Fund may
not:

PURCHASE OR SELL REAL ESTATE AND COMMODITIES, EXCEPT THAT THE FUND MAY
PURCHASE OR SELL SECURITIES OF REAL ESTATE INVESTMENT TRUSTS, MAY
PURCHASE OR SELL CURRENCIES, MAY ENTER INTO FUTURES CONTRACTS ON
SECURITIES, CURRENCIES, AND OTHER INDICES OR ANY OTHER FINANCIAL
INSTRUMENTS, AND MAY PURCHASE AND SELL OPTIONS ON SUCH FUTURES
CONTRACTS.

SUB-PROPOSAL 2e: TO AMEND THE FUND'S INVESTMENT RESTRICTION REGARDING
ISSUING SENIOR SECURITIES.

Under the 1940 Act, the Fund must have an investment policy describing its
position with respect to senior securities. A "senior security" is an
obligation of a fund with respect to its earnings or assets that takes
precedence over the claims of the fund's shareholders with respect to the
same earnings or assets. The 1940 Act generally prohibits an open-end fund
from issuing senior securities in order to limit the use of leverage. In
general, a fund uses leverage when it borrows money to enter into
securities transactions, or acquires an asset without being required to
make payment until a later time.

SEC staff interpretations allow a fund to engage in a number of types of
transactions which might otherwise be considered to create "senior
securities" or "leverage," so long as the fund meets certain collateral
requirements designed to protect shareholders. For example, some
transactions that may create senior security concerns include short sales,
certain options and futures transactions, reverse repurchase agreements and
securities transactions that obligate the fund to pay money at a future
date (such as when-issued, forward commitment or delayed delivery
transactions). When engaging in such transactions, a fund must mark on its
or its custodian bank's books, or set aside money or securities with its
custodian bank to meet the SEC staff's collateralization requirements. This
procedure effectively eliminates a fund's ability to engage in leverage for
these types of transactions.

The Fund's current investment restriction relating to senior securities is
combined with restrictions relating to other issues. The adoption of this
Sub-Proposal would result in the separation of the Fund's senior securities
restriction from the underwriting restriction, which is currently contained
in fundamental investment restriction 3, which is set forth in its entirety
in Exhibit A, and which is proposed to be amended in another Sub-Proposal
in this proxy statement (namely, Sub-Proposal 2b). Current restriction 3
also contains a restriction relating to the purchase of securities on
margin and short sales. The restriction relating to the purchase of
securities on margin is proposed to be eliminated as part of another
proposal in this proxy statement (namely, Proposal 3). The restriction on
short sales, included in current investment restriction 3, would be carved
out of the new senior securities restriction, as further described below.

WHAT IS THE FUND'S CURRENT RESTRICTION CONCERNING ISSUING SENIOR
SECURITIES?

The Fund's current restriction concerning issuing senior securities is
fundamental and states that the Fund may not:

. . . [I]SSUE SENIOR SECURITIES EXCEPT AS SET FORTH IN INVESTMENT
RESTRICTION 6 BELOW; OR PURCHASE ON MARGIN OR SELL SHORT, EXCEPT THAT
[THE] FUND MAY MAKE MARGIN PAYMENTS IN CONNECTION WITH FUTURES, OPTIONS
AND CURRENCY TRANSACTIONS.

"Restriction 6" referenced above currently carves out an exception for
escrow, collateral and margin arrangements in connection with the use of
options, futures contracts and options on futures contracts.

8
PAGE

WHAT EFFECT WILL AMENDING THE RESTRICTION REGARDING ISSUING SENIOR
SECURITIES HAVE ON THE FUND?

The proposed restriction would permit the Fund to engage in permissible
types of leveraging transactions. Essentially, the proposed restriction
clarifies the Fund's ability to engage in those investment transactions
(such as repurchase transactions and short sales) which, while appearing to
raise senior security concerns, have been interpreted as not constituting
the issuance of senior securities under the federal securities laws
provided that certain regulatory conditions are met.

By separating the proposed senior securities restriction from several other
issues, the restrictions on the Fund will also be clarified. The Board does
not anticipate that any additional risk to the Fund will occur as a result
of amending the current restriction and making it fundamental because the
Fund has no present intention of changing its current investment policies
or engaging in transactions that may be interpreted as issuing senior
securities which it previously was not permitted to do.

WHAT IS THE FUND'S PROPOSED RESTRICTION REGARDING ISSUING SENIOR
SECURITIES?

If approved by shareholders, the Fund's senior securities restriction will
be a fundamental restriction, and will state that the Fund may not:

ISSUE SECURITIES SENIOR TO THE FUND'S PRESENTLY AUTHORIZED SHARES OF
BENEFICIAL INTEREST, EXCEPT THAT THIS RESTRICTION SHALL NOT BE DEEMED TO
PROHIBIT THE FUND FROM (A) MAKING ANY PERMITTED BORROWINGS, LOANS,
MORTGAGES OR PLEDGES, (B) ENTERING INTO OPTIONS, FUTURES CONTRACTS,
FORWARD CONTRACTS, REPURCHASE TRANSACTIONS, OR REVERSE REPURCHASE
TRANSACTIONS, OR (C) MAKING SHORT SALES OF SECURITIES TO THE EXTENT
PERMITTED BY THE 1940 ACT AND ANY RULE OR ORDER THEREUNDER, OR U.S.
SECURITIES AND EXCHANGE COMMISSION STAFF INTERPRETATIONS THEREOF.

SUB-PROPOSAL 2f: TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SAME INDUSTRY.

Under the 1940 Act, a fund's policy of concentrating its investments in
securities of companies in the same industry must be fundamental. Under the
federal securities laws, a mutual fund "concentrates" its investments if it
invests more than 25% of its "net" assets (exclusive of certain items such
as cash, U.S. government securities, securities of other investment
companies, and tax-exempt securities) in a particular industry or group of
industries. A fund is not permitted to concentrate its investments in a
particular industry unless it so states.

WHAT IS THE FUND'S CURRENT RESTRICTION REGARDING INDUSTRY CONCENTRATION?

The Fund's current restriction regarding concentration states that the Fund
may not "Invest more than 25% of its total assets in a single industry."

WHAT EFFECT WILL AMENDING THE CURRENT RESTRICTION REGARDING INDUSTRY
CONCENTRATION HAVE ON THE FUND?

The Fund's existing fundamental restriction 7 recites the Fund's
concentration policy, stating that the Fund may not invest more than 25% of
its total assets in a single industry. The new restriction provides the
Fund with added flexibility because, consistent with the 1940 Act, it
exempts from the 25% limitation (i) securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, and (ii) the
securities of other investment companies. It also recites the current
federal securities law requirement with respect to concentration that
limits investments to "net" assets as opposed to "total" assets. This
investment flexibility will help the Fund respond to future legal,
regulatory, market or technical changes. However, adoption of the proposed
restriction is not expected to change materially the way in which the Fund
is currently managed as the Fund does not intend to begin concentrating in
shares of the U.S. government or any of its agencies or instrumentalities
or of other investment companies.

9
PAGE

WHAT IS THE FUND'S PROPOSED RESTRICTION REGARDING INDUSTRY CONCENTRATION?

If approved by shareholders, the Fund's restriction relating to
concentration will be revised to state that the Fund may not:

CONCENTRATE (INVEST MORE THAN 25% OF ITS NET ASSETS) IN SECURITIES OF
ISSUERS IN A PARTICULAR INDUSTRY (OTHER THAN SECURITIES ISSUED OR
GUARANTEED BY THE U.S. GOVERNMENT OR ANY OF ITS AGENCIES OR
INSTRUMENTALITIES OR SECURITIES OF OTHER INVESTMENT COMPANIES).

THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU APPROVE SUB-PROPOSALS 2a-2f

* * *

PROPOSAL 3: TO APPROVE THE ELIMINATION OF CERTAIN OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS

WHICH FIVE (5) FUNDAMENTAL INVESTMENT RESTRICTIONS IS THE BOARD
RECOMMENDING THAT THE FUND ELIMINATE?

Several of the Fund's fundamental investment restrictions were originally
drafted in response to state laws and regulations, which, due to NSMIA, are
no longer in accordance with SEC staff positions since the positions have
either changed or are no longer relevant to the Fund. Since NSMIA
eliminated the states' ability to substantively regulate investment
companies, the Fund is no longer legally required to include all or certain
portions of current restrictions 1, 3, 6 and 8 among its fundamental
investment restrictions. Investment Counsel has recommended, and the Board
has determined, that certain of these current fundamental investment
restrictions should be eliminated.

The exact wording of the restrictions proposed to be eliminated (referred
to in this Proposal 3 as the "Restrictions"), has been compiled in Exhibit
B, which is entitled, "Current Fundamental Investment Restrictions Proposed
to be Eliminated," for ease of reference.

INVESTMENT IN OTHER INVESTMENT COMPANIES:

One aspect of the Fund's current investment restriction number 1 limits the
Fund's ability to invest in other open-end investment companies except in
connection with a merger, consolidation, acquisition or reorganization.
This restriction, which is inconsistent with the 1940 Act provisions in
this regard, was originally included in the Fund's fundamental investment
restrictions in response to various state law requirements. Under NSMIA,
however, the Fund is no longer legally required to retain such a policy as
a fundamental restriction

Upon elimination of this restriction, the Fund would remain subject to the
1940 Act restrictions (or any exemption from such restrictions) on a fund's
ability to invest in other open-end funds. The 1940 Act restrictions state
that a fund may not purchase more than 3% of another fund's total
outstanding voting stock, commit more than 5% of its assets to the purchase
of another fund's securities, or have more than 10% of its total assets
invested in securities of all other funds.

Elimination of this restriction should not have an impact on the day to day
management of the Fund as the Fund does not intend to begin pursuing its
investment objective through the purchase of other open-end investment
company securities. Elimination of the restriction would, however, permit
the Fund to invest cash held at the end of the day in money market funds.
The Fund, together with other funds in the Franklin Templeton Group of
Funds, has obtained an exemptive order from the SEC (the "Cash Sweep
Order") to permit the Franklin and Templeton funds to

10
PAGE

invest their uninvested cash balances in one or more Franklin or Templeton
money market funds. Eliminating the Fund's current restriction would permit
the Fund to take advantage of the investment opportunities presented by the
Cash Sweep Order, since the Cash Sweep Order contemplates relief from the
1940 Act restrictions relating to the permissible percentage investment in
other investment companies in these limited circumstances.

OIL, GAS AND MINERAL INTERESTS:

One aspect of the Fund's current fundamental investment restriction number
1 limits the Fund's ability to buy or sell interests in oil, gas or mineral
exploration or development programs. This restriction was originally
included in the Fund's fundamental restrictions in response to various
state law requirements, but under NSMIA, the Fund is no longer legally
required to retain such policies as fundamental restrictions.

As a general matter, elimination of this fundamental restriction should not
have an impact on the day to day management of the Fund as the Fund has not
previously, nor does it currently intend to engage in these types of
investments.

SECURITIES ON MARGIN AND SHORT SALES:

One aspect of the Fund's current fundamental investment restriction number
3 limits the Fund's ability to purchase securities on margin or sell
securities short. This restriction was originally included in response to
the various state law requirements which specifically required funds to
have policies in this regard. As discussed earlier in the introduction,
under NSMIA the Fund is no longer required by state law to retain
fundamental policies regarding these types of investment activities.

As a general matter, elimination of this fundamental restriction relating
to purchasing securities on margin or selling securities short should not
have an impact on the day to day management of the Fund, since the 1940 Act
prohibitions on these types of transactions would continue to apply to the
Fund. Under SEC interpretations, the Fund's ability to sell securities
short raises senior security issues. Accordingly, the Fund's ability to
sell securities short is addressed in the proposed restriction relating to
issuing senior securities (described in Sub-Proposal 2e). Under the
proposed restriction, the Fund would be permitted to sell securities short
to the extent permitted by the 1940 Act, and any rule or exemptive order
granted by the SEC. The Fund's ability to purchase securities on margin
also raises senior security issues and is similarly prohibited under the
1940 Act. Elimination of the restriction, therefore, would not affect the
Fund's ability to purchase on margin.

The Fund's current investment restriction relating to the purchase of
securities on margin and short sales is combined with restrictions relating
to other issues. The adoption of Proposal 3 would result in the elimination
of the Fund's prohibition against the purchase of securities on margin and
short sales presently contained in this restriction. The other issues
covered by this restriction, namely, the restrictions relating to
underwriting, are proposed to be amended in Sub-Proposal 2b, and the
restriction relating to senior securities and short sales are proposed to
be amended in Sub-Proposal 2e.

MORTGAGE, PLEDGE AND HYPOTHECATE ASSETS:

The Fund's current fundamental investment restriction number 6 limits the
Fund's ability to mortgage, pledge or hypothecate its assets in many
instances. This restriction was originally included in response to state
law requirements, but under NSMIA, the Fund is no longer legally required
to retain such policies as fundamental restrictions. The activities
addressed in this restriction arguably raise senior security issues. The
proposed senior security restriction described in Sub-Proposal 2e would
adequately address these issues. Some of the specific language contained

11
PAGE

in current restriction 6 which identifies certain activities that are not
considered to be prohibited by the restriction, would not be specifically
retained. It is now widely accepted, however, that these activities
described in the current restriction do not create senior security issues
for a fund.

As a general matter, elimination of this fundamental restriction should not
have an impact on the day-to-day management of the Fund as the Fund has not
previously, nor does it currently intend to mortgage, pledge or hypothecate
its assets beyond what it would be permitted to do under its present
restrictions.

JOINT AND JOINT AND SEVERAL TRADING ACCOUNTS:

The Fund's current fundamental investment restriction number 8 limits the
Fund's ability to participate on a joint or a joint and several basis in
any trading account in securities. This restriction was originally included
in response to the various state law requirements to which mutual funds
used to be subject, but under NSMIA, the Fund is no longer legally required
to retain such a policy as a fundamental restriction.

As a general matter, elimination of this fundamental restriction relating
to participating in a securities trading account should not have an impact
on the day-to-day management of the Fund, since the 1940 Act prohibitions
on these types of transactions would continue to apply to the Fund. Joint
transactions are generally prohibited under the 1940 Act, and the Fund
would continue to remain subject to the conditions imposed on joint
transactions by the 1940 Act and any exemptions granted by the SEC.
Finally, the Fund has not previously, nor does it currently intend to
engage in this investment activity.

WHY IS THE BOARD RECOMMENDING THAT THE RESTRICTIONS BE ELIMINATED, AND WHAT
EFFECT WILL SUCH ELIMINATION HAVE ON THE FUND?

Eliminating the Restrictions, as described above, is consistent with the
federal securities laws. Further, by reducing the total number of
investment restrictions that can be changed only by a shareholder vote, the
management of the Fund believes that the Fund will be able to minimize the
costs and delays associated with holding future shareholder meetings to
revise fundamental policies that become outdated or inappropriate.
Management of the Fund also believes that eliminating the Restrictions is
in the best interest of the Fund's shareholders as it will provide the Fund
with increased flexibility to pursue its investment goals.

WHAT ARE THE RISKS, IF ANY, IN ELIMINATING THE RESTRICTIONS?

It is not anticipated that eliminating the Restrictions will result in any
additional risk to the Fund. Although many of the Fund's current
Restrictions, as drafted, are no longer legally required, the Fund's
ability to invest in these five areas will continue to be subject to the
limitations of the 1940 Act, and any exemptive orders granted under the
1940 Act. Further, the Fund has no current intention to change its present
investment practices as a result of eliminating these Restrictions.

THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU APPROVE PROPOSAL 3

* * *

PROPOSAL 4: OTHER BUSINESS

The Trustees do not intend to bring any matters before the Meeting other
than Proposals 1, 2, and 3 and are not aware of any other matters to be
brought before the Meeting by others. If any other matters do properly come
before the Meeting, the persons named in the enclosed proxy will use their
best judgment in voting on such matters.

12
PAGE

/diamond/ INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. Templeton Investment Counsel, Inc. ("Investment
Counsel"), 500 East Broward Boulevard, Fort Lauderdale, Florida, 33394-3091
serves as the Fund's investment manager. Investment Counsel is wholly owned
by Franklin Resources, Inc. ("Resources").

THE FUND ADMINISTRATOR. Franklin Templeton Services, Inc. ("FT Services"),
whose principal address is 777 Mariners Island Blvd., San Mateo, CA 94404,
provides certain administrative services and facilities for the Fund. FT
Services is a wholly owned subsidiary of Resources and is an affiliate of
Investment Counsel and the Fund's principal underwriter.

THE UNDERWRITER. The underwriter for the Fund is Franklin Templeton
Distributors, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg,
Florida 33733-8030.

THE TRANSFER AGENT. The transfer agent, registrar and dividend
disbursement agent for the Fund is Franklin/Templeton Investor Services,
Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, Florida
33733-8030.

THE CUSTODIAN. The Chase Manhattan Bank, MetroTech Center, Brooklyn, NY
11245, acts as custodian of the Fund's securities and other assets.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, for the fiscal year ended March 31,
1999, are available free of charge. To obtain a copy, please call
1-800/DIAL BEN(R)(1-800/342-5236) or forward a written request to
Franklin/Templeton Investor Services, Inc., 100 Fountain Parkway, P.O.
Box 33030, St. Petersburg, Florida 33733-8030.

PRINCIPAL SHAREHOLDERS. As of September 15, 1999, there were 1,614,724.028
outstanding shares of Templeton Latin America Fund -- Class A; 421,295.333
outstanding shares of Templeton Latin America Fund -- Class C and
66,662.032 outstanding shares of Templeton Latin America Fund -- Advisor
Class and total net assets of $17,994,500.37. From time to time, the number
of shares held in "street name" accounts of various securities dealers for
the benefit of their clients may exceed 5% of the total shares outstanding.
To the knowledge of the Trust's management, as of September 15, 1999, there
were no other entities holding beneficially or of record more than 5% of
the Fund's outstanding shares.

In addition, to the knowledge of the Trust's management, as of September
15, 1999, no 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.

/diamond/ FURTHER INFORMATION ABOUT VOTING AND THE MEETING

SOLICITATION OF PROXIES. The cost of soliciting these proxies will be 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 Trust, on behalf of the Fund, has
engaged Shareholder Communications Corporation to solicit proxies from
brokers, banks, other institutional holders and individual shareholders for
an approximate fee, including out-of-pocket expenses, ranging between
$11,251 and $15,451. The Fund expects that the solicitation will be
primarily by mail, but also may include telephone, telecopy or oral
solicitations. The Fund does not reimburse Trustees and officers of the
Trust, or regular employees and agents of Investment Counsel involved in
the solicitation of proxies. The Fund intends to pay all costs associated
with the solicitation.

In addition to solicitations by mail, some of the executive officers and
employees of the Trust, Investment Counsel and its affiliates, without
extra compensation, may conduct additional solicitations by telephone,
personal interviews and other means.

13
PAGE

VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and
beneficial owners. If these instructions are not received by the date
specified in the broker-dealer firms' proxy solicitation materials, the
Fund understands that New York Stock Exchange Rules permit the
broker-dealers to vote on the items to be considered at the Meeting on
behalf of their customers and beneficial owners. Certain broker-dealers may
exercise discretion over shares held in their name for which no
instructions are received by voting those shares in the same proportion as
they vote shares for which they received instructions.

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
represent "broker non-votes" (I.E., shares held by brokers or nominees as
to which: (i) instructions have not been received from the beneficial
owners or persons entitled to vote; and (ii) the broker or nominee does not
have discretionary voting power on a particular matter), 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 exists.

REQUIRED VOTE. Provided that a quorum is present, approval of Proposals 1,
2, and 3, which would adopt the change of the Fund's classification from
diversified to non-diversified, and amendments to, or elimination of,
fundamental investment restrictions, require the affirmative vote of the
lesser of: (i) more than 50% of the outstanding voting securities of the
Fund, or (ii) 67% or more of the voting securities of the Fund present at
the Meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy. Approval of Proposal 4, for
the proxyholders to have discretion to vote on the transaction of any other
business that may properly come before the Meeting, requires the
affirmative vote of a majority of the Fund's shares present and voting on
the Proposal at the Meeting. Abstentions and broker non-votes will be
treated as votes not cast and, therefore, will not be counted for purposes
of obtaining approval of each Proposal.

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY. The Trust is
not required, and does not intend, to hold regular annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration
for inclusion in a proxy statement for the next meeting of shareholders
should send their written proposals to the Trust's offices, 500 East
Broward Boulevard, Fort Lauderdale, Florida 33394, Attn: Secretary, so they
are received within a reasonable time before any such meeting. No business
other than the matters described above is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such
matters according to their best judgment in the interests of the Fund.

By Order of the Board of Trustees,

Barbara J. Green
SECRETARY

Fort Lauderdale, Florida
October 14, 1999

14
PAGE

EXHIBIT A
FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSED TO BE AMENDED OR ELIMINATED

A-1

PAGE

PROPOSAL RESTRICTION CURRENT INVESTMENT RESTRICTION PROPOSED INVESTMENT RESTRICTION
OR SUB-
PROPOSAL The Fund may not: The Fund may not:
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2c Lending 4. Loan money, except that [the] fund 3. Make loans to other persons except (a)
may (a) purchase a portion of an issue through the lending of its portfolio securities
purchase a portion of an issue of (b) through the purchase of debt securities,
publicly distributed bonds, debentures, loan participations and/or engaging in direct
distributed bonds, debentures, notes and corporate loans in accordance with its
other evidences of indebtedness, (b)enter investment objectives and policies, and (c) to
evidences of indebtedness, (b) enter into the extent the entry into a repurchase
repurchase agreements and (c) lend its agreement is deemed to be a loan. The fund
portfolio securities. may also make loans to affiliated investment
companies to the extent permitted by the 1940
Act or any exemptions therefrom which may be
granted by the U.S. Securities and Exchange
Commission.
- -----------------------------------------------------------------------------------------------------------------------------
2d Real estate and 1. Invest in real estate or mortgages on 4. Purchase or sell real estate and
commodities real estate (although the [fund] may invest commodities, except that the fund may
in marketable securities secured by real purchase or sell securities of real estate
estate or interests therein); invest in investment trusts, may purchase or sell
other open-end investment companies (except currencies, may enter into futures contracts on
in connection with a merger, consolidation, securities, currencies, and other indices or any
acquisition or reorganization); invest in other financial instruments, and may purchase
interests (other than publicly issued and sell options on such futures contracts.
debentures or equity stock interests) in
oil, gas or other mineral exploration or
development programs; or purchase or sell
commodity contracts (except futures contracts
as described in [the] fund's Prospectus).
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

A-2
PAGE

PROPOSAL RESTRICTION CURRENT INVESTMENT RESTRICTION PROPOSED INVESTMENT RESTRICTION
OR SUB-
PROPOSAL The Fund may not: The Fund may not:
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
2e Senior Securities 3. ... [I]ssue senior securities except as 5. Issue securities senior to the fund's presently
forth in investment restriction 6 below; or authorized shares of beneficial interest, except
purchase on margin or sell short, except that this restriction shall not be deemed to
that [the] fund may make margin payments in prohibit the fund from (a) making any permitted
connection with futures, options and borrowings, loans, mortagages or pledges, (b)
currency transactions. entering into options, futures contracts, forward
contracts, repurchase transactions, or reverse
repurchase transactions, or (c) making short sales
of securities to theextent permitted by the 1940
Act and any rule or order thereunder, or U.S.
Securities and Exchange Commission staff
interpretations thereof.
- -----------------------------------------------------------------------------------------------------------------------------
2f Concentration 7. Invest more than 25% of its total assets 6. Concentrate (invest more than 25% of its net
in a single industry. assets) in securities of issuers in a particular
industry (other than securities issued or
guaranteed by the U.S. government or any of its
agencies or instrumentalities or securities of
other investment companies).
- -----------------------------------------------------------------------------------------------------------------------------
3 Purchase Securities 6. Mortgage, pledge or hypothecate its Proposed to be eliminated.
on assets (except as may be necessary in
Margin/Mortgage/ connection with permitted borrowings)
Pledge and provided, however, this does not prohibit
Hypothecate escrow, collateral or margin arrangements in
Assets connection with its use of options, futures
contracts and options on future [sic]
contracts.
- -----------------------------------------------------------------------------------------------------------------------------
3 Joint and Joint and 8. Participate on a joint or a joint and Proposed to be eliminated.
Several Trading several basis in any trading account in
Accounts securities
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

A-3
PAGE

EXHIBIT B
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSED TO BE ELIMINATED

All or a part of each of the following five (5) current fundamental investment
restrictions of the Fund have been proposed to be eliminated:

SUBJECT CURRENT INVESTMENT RESTRICTIONS STATE THAT THE FUND MAY NOT:
- -------------------------------------------------------------------------------------
<S> <C>
Other Investment 1. . . . invest in other open-end investment companies
Companies (except in connection with a merger, consolidation,
acquisition or reorganization).
- -------------------------------------------------------------------------------------
Oil/Gas/ Mineral 1. . . . invest in interests (other than publicly issued
Interests debentures or equity stock interests) in oil, gas or
other mineral exploration or development programs.
- -------------------------------------------------------------------------------------
Purchase Securities 3. . . . purchase on margin or sell short. . .
on Margin
- -------------------------------------------------------------------------------------
Purchase Securities 6. Mortgage, pledge or hypothecate its assets (except
on Margin/Mortgage/ as may be necessary in connection with permitted
Pledge and borrowings); provided, however, this does not prohibit
Hypothecate Assets escrow, collateral or margin arrangements in
connection with its use of options, futures contracts
and options on future [sic] contracts.
- -------------------------------------------------------------------------------------
Joint and Joint and 8. Participate on a joint or a joint and several basis
Several Trading in any trading account in securities.
Accounts
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</TABLE>

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418 PROXY

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

PROXY PROXY

SPECIAL SHAREHOLDERS' MEETING OF
TEMPLETON LATIN AMERICA FUND
NOVEMBER 12, 1999

The undersigned hereby revokes all previous proxies for his or her shares and
appoints Barbara J. Green, James R. Baio, and Bruce S. Rosenberg, and each of
them, proxies of the undersigned with full power of substitution to each of
them, to vote all shares of Templeton Latin America Fund (the "Fund") that the
undersigned is entitled to vote at the Fund's Special Shareholders' Meeting to
be held at 500 East Broward Boulevard, Fort Lauderdale, FL 33394 at 10:00 a.m.,
Eastern time on November 12, 1999, including any adjournments thereof, upon such
business as may properly be brought before the Meeting.

IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.

YOU ARE URGED TO DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY. THIS WILL SAVE
THE EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

NOTE: Please sign exactly as your name appears
on the proxy. If signing for estates, trust or
corporations, title or capacity should be
stated. If shares are held jointly, each holder
must sign.

______________________________________________
Signature

______________________________________________
Date

IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY
(Please see reverse side)

PAGE

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF TEMPLETON GLOBAL
INVESTMENT TRUST (THE "TRUST"), ON BEHALF OF ITS SERIES, TEMPLETON LATIN AMERICA
FUND (THE "FUND"). IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY SHALL BE VOTED IN FAVOR OF PROPOSALS 1, 2 (INCLUDING ALL SUB
PROPOSALS), 3, AND 4. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING
ABOUT WHICH THE PROXYHOLDERS WERE NOT AWARE PRIOR TO THE TIME OF THE
SOLICITATION, AUTHORIZATION IS GIVEN THE PROXYHOLDERS TO VOTE IN ACCORDANCE WITH
THE VIEWS OF MANAGEMENT ON SUCH MATTERS. MANAGEMENT IS NOT AWARE OF ANY SUCH
MATTERS.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1 - 4.

FOR AGAINST ABSTAIN
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1. To change the classification of the Fund from [] [] []
a diversified to a non-diversified fund, which is
fundamental.

2. To approve amendments to certain of the Fund's
fundamental investment restrictions (includes six
(6) Sub Proposals).

2.a. To amend the Fund's fundamental investment
restriction regarding borrowing. [] [] []
2.b. To amend the Fund's fundamental investment
restrictin regarding underwriting. [] [] []
2.c. To amend the Fund's fundamental investment
restriction regarding lending. [] [] []
2.d. To amend the Fund's fundamental investment
restrictions regarding investments in real
estate and commodities. [] [] []
2.e. To amend the Fund's fundamental investment
restriction regarding issuing senior
securities. [] [] []
2.f. To amend the Fund's fundamental investment
restriction regarding industry concentration. [] [] []

3. To approve the elimination of certain of the Fund's
fundamental investment restriction. [] [] []

GRANT WITHHOLD ABSTAIN
4. To grant the proxyholders authority to vote upon
any other business that may properly come before
the Meeting or any adjournments thereof. [] [] []

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IMPORTANT: PLEASE SIGN AND MAIL IN YOUR PROXY...TODAY