UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Amendment No. )
Filed by the Registrant ¨
Filed by a Party other than the Registrant
x
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
tEMPLETON
GLOBAL INCOME FUND |
(Name
of Registrant as Specified in Its Charter) |
SABA CAPITAL MANAGEMENT,
L.P.
SABA CAPITAL MANAGEMENT
GP, LLC
SABA CAPITAL MASTER
FUND, LTD.
BOAZ R. WEINSTEIN
KAREN CALDWELL
KETU DESAI
MARK HAMMITT
ANATOLY NAKUM |
(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing
Fee (check the appropriate box):
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fee required. |
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on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
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Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
2022 ANNUAL MEETING OF SHAREHOLDERS OF
TEMPLETON GLOBAL INCOME FUND
_________________________
PROXY STATEMENT
OF
Saba
Capital MANAGEMENT, L.P.
_________________________
Please vote the GOLD proxy card to elect our slate of highly-qualified independent nominees and
for our proposal to terminate the Investment Management Agreement
Please sign, date and mail the enclosed GOLD
proxy card today!
Saba Capital Management, L.P., a Delaware limited partnership (“Saba
Capital”), and certain of its affiliates further identified on Appendix A, namely Saba Capital Master Fund, Ltd. and Saba Capital
Management GP, LLC, (collectively, the “Saba Entities,” together with Saba Capital, “Saba,” “we,”
“us,” or “our”) are significant shareholders and beneficially own in the aggregate approximately 28.89% of the
outstanding Common Shares, no par value (the “Common Shares”), of Templeton Global Income Fund (the “Fund”), a
Delaware corporation and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). We are writing to you in connection with the election of our four (4) Class II nominees to the
board of trustees of the Fund (the “Board”) and our proposal to terminate the Investment Management Agreement (as defined
in Proposal No. 3) between the Fund and Franklin Advisers, Inc. (the “Manager”), each at the annual meeting of shareholders
scheduled to be held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, on June 6, 2022 at 11:00
a.m., Eastern time, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “Annual
Meeting”).
We are therefore furnishing this proxy statement (including the Appendices
hereto, the “Proxy Statement”) and the enclosed GOLD proxy card to seek your support at the Annual Meeting with
respect to the following (each, a “Proposal” and, collectively, the “Proposals”):
| 1. | To elect Saba’s slate of four trustee nominees, Karen Caldwell, Ketu
Desai, Mark Hammitt and Anatoly Nakum (the “Nominees”), to serve as Class II trustees on the Board until the Fund’s
2025 annual meeting of shareholders and until their respective successors are duly elected and qualified, in opposition to the Fund’s
trustee nominees; |
| 2 | To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent
registered public accounting firm for the Fund for the fiscal year ending December 31, 2022; |
| 3. | To terminate the Investment Management Agreement between the Fund and Templeton
Investment Counsel, LLC, dated as of October 30, 1992, as amended or novated, and all other advisory and management agreements between
the Fund and Franklin Advisers, Inc.; and |
| 4. | Such other matters as may properly come before the Annual Meeting.
|
If you have already
sent a proxy card furnished by the Fund’s management to the Fund, you have every right to change your vote by signing, dating and
returning the enclosed GOLD proxy card or by following the instructions for telephone or Internet voting detailed thereon. Only
your latest dated proxy card counts!
Please refer to the
Section below, Information Concerning the Annual Meeting (which is incorporated herein by reference), and the Fund’s
proxy materials, including the Fund’s definitive proxy statement filed with the Securities and Exchange Commission (the
“SEC”) on April 13, 2022 (the “Fund’s Proxy Statement”), for additional information concerning the
Annual Meeting, including voting and proxy procedures, votes required for approval of the Proposals and the solicitation of
proxies.
If you have any questions
or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, Inc. (“InvestorCom”),
toll free at (877) 972-0090 or collect at (203) 972-9300. This Proxy Statement and the enclosed GOLD proxy card are first
being furnished to shareholders on or about April 14, 2022.
This Proxy Statement and all other solicitation
materials in connection with this proxy solicitation will be available on the Internet, free of charge, at the SEC’s website https://www.edgar.sec.gov.
The Edgar file number for the Fund is 811-05459.
______________________
IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY
OR HOW FEW SHARES YOU OWN.
| o | If your shares are registered in your own name, you may vote such shares
by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope to Saba, c/o InvestorCom, Inc.,
in the enclosed postage-paid envelope today. |
| o | If your shares are held for you by a brokerage firm, bank, bank nominee
or other institution on the Record Date, only they can vote such shares and only upon receipt of your specific instructions. Accordingly,
please instruct your broker or bank to vote the GOLD proxy card on your behalf by following the instructions for Internet
voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating
and mailing the enclosed GOLD proxy card in the enclosed return envelope. |
______________________
REASONS FOR OUR SOLICITATION
As the largest
shareholder of the Fund, Saba Capital has nominated a slate of four highly-qualified and independent (based on applicable NYSE
listing standards and the Sarbanes-Oxley Act of 2002) Nominees (Proposal 1), and put forth a proposal to terminate the Investment
Management Agreement between the Fund and its Manager (Proposal 3). Saba previously nominated four directors, all of whom were
elected, at the Fund’s 2021 annual meeting of shareholders.
Saba believes that
each Nominee presently is, and if elected as a trustee of the Fund would be, an “independent director” within the
meaning of (i) applicable NYSE listing standards applicable to board composition, including Rule 303A.02 and (ii) Section 301 of the
Sarbanes-Oxley Act of 2002, as amended. There are no agreements, arrangements or understandings between any of the Nominees and Saba
or its affiliates that would prevent any of the Nominees from fulfilling his or her fiduciary duty or exercising his or her
independent judgement if elected as a trustee of the Fund.
According to the Fund’s
Fact Sheet, dated December 31, 2021, the Fund’s NAV average annual return has underperformed
the JP Morgan Global Government Bond
Index in the previous 3-year, and 5-year periods. The Fund’s total return based on NAV was -4.62% in 2021 and -6.56% in 2020. In
addition, as of December 31, 2021, the Fund’s five-year average discount to NAV was -10.5%. As committed investors, we are looking
for the Fund to improve in order to generate maximum returns for all shareholders. As a result, Saba is nominating a total of four independent
Nominees who Saba believes will bring a fresh perspective to the Board. In addition, Saba intends to present a shareholder proposal to
terminate the Investment Management Agreement with the existing Manager. As previously communicated to the Board, Saba has recommended that the
Fund explore options such as changing the investment strategy and/or the investment team or exploring the idea of merging with another
closed-end fund with a different manager that may be more sought after by shareholders.
We urge you to support
our Proposals by voting the GOLD proxy card today, which we believe will help hold the Fund accountable to the standards
of corporate governance investors deserve.
______________________
PROPOSAL NO. 1
ELECTION OF TRUSTEES
The Board is currently
composed of eleven (11) trustees, four (4) of whom are up for election at the Annual Meeting by holders of Common Shares, as Class II
trustees for a term expiring at the annual meeting of shareholders to be held in 2025 (the “2025 Annual Meeting”) and until
their successors have been duly elected and qualified.We are seeking your support at the Annual Meeting to elect our four (4) independent
Nominees in opposition to the Fund’s Class II trustee nominees, to serve a three-year term expiring at the 2025 Annual Meeting.
If elected, the four (4) Nominees together with the four (4) Saba nominees elected at the 2021 annual meeting of shareholders would constitute
a majority of the Board.
OUR NOMINEES
The following information
sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, or offices
for the past five (5) years of each of our independent Nominees. The nominations were made in a timely manner and in compliance with
the applicable provisions of the Fund’s governing instruments. The specific experience, qualifications, attributes and skills that
led us to conclude that our independent Nominees should serve as trustees of the Fund are set forth below. You should refer to the Fund’s
Proxy Statement for the names, background, qualifications and other information concerning the Fund’s nominees. There is no assurance
that any incumbent trustee will serve as a trustee if one or more of our Nominees are elected to the Board.
Name: |
Age: |
Business Address: |
Present principal occupation, and employment and material occupations, positions, or offices for the past five (5) years: |
Karen Caldwell |
62 |
c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 |
Karen Caldwell has served as the Chief Financial
Officer of Reform Alliance, a non-profit organization dedicated to probation, parole, and sentencing reform in the United States through
legislation and lobbying, since 2019. Previously, Ms. Caldwell served as the Chief Financial Officer and Treasurer of the NHP Foundation,
a non-profit organization dedicated to increasing housing affordability, from 2018 to 2019. From 2016 to 2018, Ms. Caldwell served as
the Chief Financial Officer and Executive Vice President of the New York City Housing Authority. Prior to such position, she served as
the president of Hanseatic Management Services, Inc., an asset management company, from 2015 to 2016. Prior to Hanseatic, Ms. Caldwell
served as a managing director of Alternative Investments at Amundi Investments, LLC, an investment advisement firm, from 2008 to 2014.
From 1994 until 2008, Ms. Caldwell served as the Group Senior Vice President and Co-Head of Rates and Portfolio Management of ABN AMRO/LaSalle
Bank Corporation Treasury. Ms. Caldwell also served as the Vice President of Foreign Exchange Trading and Sales at JPMorgan Chase from
1982 until 1994.
Ms. Caldwell has served on the board of trustees
of Finite Solar Finance Fund since 2021, and Saba Capital Income & Opportunities Fund, including as Chairwoman of the Audit Committee,
since 2020. Additionally, Ms. Caldwell served as a member of the board of directors and on the Audit Committee of the Chicago Housing
Authority from 2014 until 2015.
Ms. Caldwell earned a B.S. in Accounting from
Florida A&M University, and an MBA in Finance & Marketing from Northwestern University, Kellogg School of Management.
Ms. Caldwell’s qualifications to serve
as a trustee include her extensive board, audit committee, and senior management experience across a diverse mix of large businesses and
organizations. |
Ketu Desai |
39 |
c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 |
Ketu Desai has served as Principal, Chief Compliance
Officer, Investment Adviser Representative and Independent Registered Investment Adviser of i-squared Wealth Management, Inc., a private
wealth investment management firm, since 2016. He has also served on the Board of Trustees of Saba Capital Income & Opportunities
Fund since 2020. Previously, Mr. Desai served as Investment Analyst at Lighthouse Investment Partners, LLC (“Lighthouse”),
a global investment firm, from 2007 until 2016, where he helped manage Lighthouse’s credit funds, including the Lighthouse Credit
Opportunities Fund and Lighthouse Credit Compass. At Lighthouse, Mr. Desai was also a member of the firm’s Relative Value Committee,
where he was responsible for portfolio allocation decisions and risk management of fixed income, credit, event-driven, mortgage, and distressed
strategies. Prior to joining Lighthouse, Mr. Desai served as a M&A Investment Banking Analyst at Credit Suisse AG from 2006 until
2007.
Mr. Desai earned a B.A. in Economics from Stony Brook
University, a M.S. in Economics from New York University and an MBA from NYU Stern in Finance, Financial Instruments and Markets, and
Entrepreneurship and Innovation.
Mr. Desai’s qualifications to serve as
a trustee include his extensive leadership experience in the investment and finance industries, including in risk management. |
Anatoly Nakum |
48 |
c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 |
Anatoly Nakum is a senior-level finance executive
with over 25 years of experience in the credit markets managing multibillion-dollar portfolios at major institutions. Mr. Nakum has served
as Head of Capital Markets at ESG Financial, a social impact FinTech company, since 2021. Previously, Mr. Nakum served as the Head of
Credit Trading, Americas at Credit Agricole, a French international banking group, from 2018 until 2020. Prior to this, he served as the
Co-Founder and the Chief Investment Officer of Certa Group, a financial services company, from 2016 until 2018. From 2013 until 2015,
Mr. Nakum served as a portfolio manager at Lucidus Capital Partners LLP, an investment management services company. In addition, he served
as the Co-Head of Credit Trading and Private Credit at UBS from 2009 until 2012; and worked on Credit Trading and Principal Finance at
Deutsche Bank from 1998 until 2008.
Throughout his career, Mr. Nakum managed teams across
Corporate Credit, Emerging Markets, Private Credit and Structured Finance. In addition, Mr. Nakum managed Credit portfolios on the Asset
Management side of the business. He oversaw the development of infrastructure, predictive credit score technology, risk systems and legal
framework to create efficient and scalable investment processes. Under his leadership, his teams were responsible for managing risk and
transactions across Private Credit, Structured Products, Corporate Credit portfolios covering Corporate and Wealth Management Clients.
Mr. Nakum graduated NYU with a B.S. in Finance and
Economics. He is an adjunct Professor of Finance at Fordham University where he teaches Banking and Credit.
Mr. Nakum’s qualifications to serve as a trustee
include his decades of experience in senior leadership positions at leading financial institutions and managing multibillion-dollar portfolios,
as well as his background in risk management.
|
Mark Hammitt |
36 |
c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 |
Mark Hammitt has served as the CFO and Co-Founder
of Revere CRE, Inc., a networking and deal financing platform for commercial real estate professionals, since 2020. Mr. Hammitt currently
manages all aspects of Revere CRE, including but not limited to incorporation, legal, HR, compliance, marketing, advertising, business
development, fundraising, financial reporting, and equity issuance. Previously, he served as a portfolio manager at Weiss Multi-Strategy
Advisers, LLC, an investment management firm, from 2017 until 2020, and at Arxis Securities, LLC, a financial services firm, from 2016
until 2017. Prior to this, Mr. Hammitt worked in global arbitrage and trading at RBC Capital Markets from 2010 to 2016, and before that,
he was a corporate financial analyst at UBS from 2009 to 2010. With 10 years of ETF and index trading experience including in equities,
fixed income, and derivatives, Mr. Hammitt is highly trained in market microstructure, hedging, real-time valuation, portfolio management,
best execution, and automated trading logic.
Mr. Hammitt earned a B.S. in Economics from the University
of Michigan and a M.S. in Accounting from the Stephen M. Ross School of Business at the University of Michigan.
Mr. Hammitt’s qualifications to serve as a trustee
include his extensive investment management experience, including with exchange traded funds and as a portfolio manager.
|
Your
vote to elect the independent Nominees will have the legal effect of replacing four incumbent trustees of the Fund with our independent
Nominees. The election of the independent Nominees requires the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting.
Saba
believes that each independent Nominee presently is, and if elected as a trustee of the Fund would be, an “independent director”
within the meaning of (i) applicable NYSE listing standards applicable to board composition, including Rule 303A.02 and (ii) Section 301
of the Sarbanes-Oxley Act of 2002.
In the event that our independent
Nominees are not elected to the Board at the Annual Meeting, Saba intends to consider all available options in the future with respect
to the Fund, including, without limitation, nominating trustee candidates or submitting shareholder proposals.
For
additional information concerning our independent Nominees, see Appendix A – Information Concerning the Nominees and Participants
(which is incorporated herein by reference).
WE URGE YOU TO VOTE FOR THE ELECTION OF
OUR INDEPENDENT NOMINEES ON THE
ENCLOSED GOLD PROXY CARD.
______________________
PROPOSAL NO. 2
RATIFICATION OF THE FUND’S SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
According to the Fund’s Proxy Statement, the selection of PwC as the independent auditor for the Fund for the fiscal year ending December 31, 2022, was recommended by the Audit
Committee and approved by the Board on February 27, 2022. The Fund’s Proxy Statement further indicates that based on its review
and discussions with management and PwC, the Audit Committee of the Board did not become aware of any material misstatements or omissions
in the financial statements. Accordingly, the Audit Committee recommended to the Board that the audited financial statements be included
in the Fund’s annual report to shareholders for the fiscal year ended December 31, 2021, for filing with the SEC.
WE RECOMMEND A VOTE FOR
THE RATIFICATION OF THE FUND’S INDEPENDENT AUDITOR ON THE ENCLOSED GOLD PROXY CARD.
______________________
PROPOSAL NO. 3
PROPOSAL TO TERMINATE THE INVESTMENT MANAGEMENT
AGREEMENT
According to the Fund’s
Fact Sheet, dated December 31, 2021, the Fund’s NAV average annual return has underperformed
the JP Morgan Global Government Bond
Index in the previous 3-year, and 5-year periods. The Fund’s total return based on NAV was -4.62% in 2021 and -6.56% in 2020. In
addition, as of December 31, 2021, the Fund’s five-year average discount to NAV was -10.5%. Saba believes that it is in the best
interests of shareholders of the Fund to terminate the Investment Management Agreement (as defined below).
Saba is seeking to terminate
the Investment Management Agreement in accordance with the provisions of Section 6 thereof. Under Section 6 of the Investment Management
Agreement and pursuant to the 1940 Act, the Investment Management Agreement may be terminated at any time, by either the trustees of the
Fund or a majority of the outstanding voting securities of the Fund upon not less than sixty (60) days’ prior written notice to
the Manager. For these purposes, and in accordance with the 1940 Act, the vote of “a majority of the outstanding voting securities
of the Fund” at the Annual Meeting means the affirmative vote of the lesser of: (i) 67% or more of Fund’s shares present at
such meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of
the outstanding Fund shares.
The 1940 Act provides a
temporary safe harbor from the shareholder approval requirements with respect to new investment advisory agreements, in the event that
a prior advisory contract is terminated, which allows the Board (including a majority of the independent trustees) to approve an interim
investment advisory contract. Such an interim contract is required to be approved within ten business days after the date that the termination
of the prior advisory contract becomes effective, with the compensation received under the interim contract to be no greater than the
compensation the adviser would have received under the previous contract. The Board would then have 150 days to obtain shareholder approval
for that new investment advisory contract at a subsequent meeting of shareholders (which would be the subject of a separate proxy solicitation).
If the proposal to terminate the Investment Management Agreement is approved,
Saba believes the Fund will have at its disposal a variety of stellar manager replacement options to choose from, and the Board will have
the ability to appoint an interim manager and/or long-term manager of its choosing, the latter being subject to shareholder approval.
Saba Capital stands ready to assist in any way it can to help the Board ensure that a capable manager is installed, and may at such time
offer its services to the Board to act as an interim or long-term manager to the Fund and/or recommend to the Board various third-party
manager candidates for the Board to consider at its discretion. For the avoidance of doubt, the approval of this proposal alone will not
require the Fund to pursue any agreement with Saba relating to the appointment of a new manager, be it Saba Capital or any other potential
manager replacement, and shareholders will have the final say on the appointment of any long-term manager.
Although a change in
manager may result in some amount of lost time or incremental expense, we believe this cost is far outweighed by the
potential benefits of replacing the existing adviser.
Accordingly, we have submitted
the following proposal for shareholder approval at the Annual Meeting:
RESOLVED, that the investment
management agreement between Templeton Global Income Fund, Inc. (the “Fund”) and Templeton Investment Counsel, LLC, dated
as of October 30, 1992, and amended and restated as of April 1, 1993 and December 6, 1994, and amended January 1, 2001 (the “Original
IM Agreement”), and subsequently assigned to Franklin Advisers, Inc. (the “Manager”) pursuant to the assignment and
assumption agreement, dated as of July 25, 2001 (together with the Original IM Agreement, the “Investment Management Agreement”),
and all other advisory and management agreements between the Fund and the Manager shall be terminated by the Fund, pursuant to the right
of shareholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 (the “1940 Act”) and as required to
be included in such agreements, such termination to be effective no more than sixty (60) days following the date hereof.
WE RECOMMEND A VOTE FOR
SABA’S PROPOSAL TO terminate the Investment Management Agreement between the Fund and its
Manager ON THE ENCLOSED GOLD PROXY CARD.
______________________
INFORMATION CONCERNING THE
ANNUAL MEETING
VOTING AND PROXY PROCEDURES
The Fund has set the close of business on April 1, 2022 as the record date
for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). Shareholders of
record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Fund’s Proxy
Statement, as of the Record Date there were 102,796,927 Common Shares outstanding and entitled to vote at the Annual Meeting as of the
Record Date. As of the close of business on the Record Date, the Participants beneficially owned 29,674,178 Common Shares in the aggregate,
as further described in Appendix A.
Shareholders, including
those who expect to attend the Annual Meeting, are urged to authorize Saba to vote their shares on their behalf today by following the
instructions for Internet voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein,
or by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope to Saba Capital Management,
L.P., c/o InvestorCom, Inc., in the enclosed postage-paid envelope.
Authorized proxies
will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of
Saba’s independent Nominees, FOR the ratification of the selection of the Fund’s independent auditor, FOR Saba’s
proposal to terminate the Investment Management Agreement, and in the discretion of the persons named herein as proxies on all other
matters as may properly come before the Annual Meeting. The shareholders have the option to vote FOR or against each of the
Proposals.
QUORUM
A majority of the Fund’s shares entitled to vote at the Annual Meeting—present in person or represented by proxy—constitutes
a quorum at the Annual Meeting. Abstentions will be counted as shares present and entitled to vote at the Annual Meeting for purposes
of determining whether the required quorum of shares exists, but will not be counted for voting purposes with regards to any of the Proposals.
Broker non-votes will not be counted for purposes of determining whether a quorum is present or for voting purposes.
If your shares are owned
directly in your name with the Fund’s transfer agent, you are considered a registered holder of those shares. If you are the beneficial
owner of shares held by a broker or other custodian, you hold those shares in “street name” and are not a registered shareholder.
VOTES REQUIRED FOR APPROVAL
Election of Trustees
– Provided a quorum is present or represented at the Annual Meeting, Proposal 1, the election of Trustees, requires the affirmative
vote of a plurality of the Fund’s shares present in person or represented by proxy and voting on Proposal 1 at the Meeting. The
plurality vote standard means that the nominees receiving the highest number of affirmative votes will be elected as trustees of the
Fund.
Ratification of the
Selection of Independent Registered Public Accounting firm – Provided that a quorum has been established, Proposal 2 requires
the affirmative vote of (i) sixty-seven percent (67%) or more of the voting securities present in person or represented by proxy at the
Annual Meeting, if the holders of more than fifty percent (50%) of the outstanding voting securities of the Fund are present or represented
by proxy; or (ii) more than fifty percent (50%) of the outstanding voting securities of the Fund, whichever is less.
Proposal to
Terminate the Investment Management Agreement – Provided that a quorum has been established, Proposal 3 requires the
affirmative vote of (i) sixty-seven percent (67%) or more of the voting securities present in person or represented by proxy at the
Annual Meeting, if the holders of more than fifty percent (50%) of the outstanding voting securities of the Fund are present or
represented by proxy; or (ii) more than fifty percent (50%) of the outstanding voting securities of the Fund, whichever is less.
The information set forth above regarding the vote required to elect trustees
is based on information contained in the By-Laws of the Fund, as adopted December 2, 2003 (the “Bylaws”) and the Fund’s
Proxy Statement. The incorporation of this information in this Proxy Statement should not be construed as an admission by us that
such process and procedures are legal, valid or binding.
ABSTENTIONS
Abstentions will be treated as votes present at the Annual Meeting, but
will not be treated as votes cast for Proposals 1, 2 and 3. Abstentions, therefore, will have no effect on Proposal 1, but may have the
effect of an “against” vote on Proposals 2 and 3.
What are “broker
non-votes” and what effect do they have on the Proposals?
Generally, broker non-votes occur when shares
held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a particular
proposal because the broker, bank or other nominee has not received voting instructions from the beneficial owner and lacks discretionary
voting power to vote those shares with respect to that particular proposal. If your shares are held in the name of a brokerage firm, and
the brokerage firm has not received voting instructions from you, as the beneficial owner of such shares with respect to that proposal,
the brokerage firm cannot vote such shares on that proposal unless it is a “routine” matter. Under the rules and interpretations
of the New York Stock Exchange, if you receive proxy materials from or on behalf of both Saba and the Fund, brokers, banks and other nominees
will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether
“routine” or not. Because Saba has initiated a contested proxy solicitation, there will be no “routine” matters
at the Annual Meeting for any broker accounts that are provided with proxy materials by Saba. As a result, there will be no broker non-votes
by such banks, brokers or other nominees with respect to such accounts. If you do not submit any voting instructions to your broker, bank
or other nominee with respect to such accounts, your shares in such accounts will not be counted in determining the outcome of any of
the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists.
Broker non-votes will
not be counted for purposes of determining whether a quorum is present or for voting purposes with regards to any of the Proposals.
REVOCATION OF PROXIES
Shareholders of the Fund
may, but need not, revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute revocation of a proxy), by delivering a later-dated proxy or by delivering
a written notice of revocation. The delivery of a later-dated proxy which is properly completed will constitute a revocation of any earlier
proxy.
If you have already voted
using the Fund’s white proxy card, you may revoke your proxies by any of the following actions:
| · | returning a later-dated proxy by signing, dating and returning the enclosed GOLD proxy card
in the postage-paid envelope provided (the latest dated proxy is the only one that counts); |
| · | delivering a written revocation to the secretary of the Fund; or |
| · | attending the Annual Meeting and voting by ballot in person (although attendance at the Annual Meeting
will not, by itself, revoke a proxy). |
Although a revocation is
effective if delivered to the Fund’s Secretary c/o Templeton Global Income Fund, 300 S.E. 2nd Street, Fort Lauderdale,
Florida 33301, or to any other address provided by the Fund, Saba requests that a copy of any revocation be mailed to Saba Capital Management,
L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820, so that Saba will be aware of all revocations. If you hold
your shares in street name, please check your voting instruction card or contact your bank, broker or nominee for instructions on how
to change or revoke your vote. Additionally, InvestorCom may use this information to contact shareholders who have revoked their GOLD
proxy cards in order to solicit later-dated proxies for the election of the independent Nominees and approval of other proposals described
herein.
SOLICITATION OF PROXIES
The solicitation of proxies
pursuant to the Proxy Statement is being made by Saba. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and
by advertisements.
Saba has entered into an
agreement with InvestorCom for solicitation and advisory services in connection with this solicitation, for which InvestorCom will receive
a fee not to exceed $25,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against
certain liabilities and expenses, including certain liabilities under the federal securities laws. InvestorCom will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders. Saba has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. It is anticipated
that InvestorCom will employ up to 25 persons to solicit the Fund’s shareholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by Saba. Because
Saba believes that the Fund’s shareholders will benefit from this solicitation, Saba intends to seek reimbursement from the Fund,
to the fullest extent permitted by law, of all expenses it incurs in connection with this solicitation. For the avoidance of doubt, such
reimbursement is not guaranteed. Saba does not intend to submit the question of such reimbursement to a vote of security holders of the
Fund unless otherwise required by law. Costs of this solicitation of proxies are currently estimated to be approximately $200,000. We
estimate that through the date hereof, Saba’s expenses in connection with this solicitation are approximately $120,000.
Householding
of Proxy Materials
The SEC has adopted rules
that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.
Some banks and brokers with account holders who are stockholders of the Fund may be householding our proxy materials.
A single copy of this
Proxy Statement (and of the Fund’s Proxy Statement and annual report) will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice
from your bank or broker that it will be householding communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would
prefer to receive a separate proxy statement and annual report, please notify your bank or broker and direct your request to the
Fund at 1-800-342-5236 or by writing to Lori A. Weber, the Secretary of the Fund, 300 S.E. 2nd Street, Fort Lauderdale, Florida
33301-1923. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request
householding of their communications should contact their bank or broker.
SHAREHOLDER PROPOSALS
According
to the Fund’s Proxy Statement, to be considered for presentation at the Fund’s 2023 Annual Meeting of Shareholders, a
shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received at the Fund’s
principal office c/o the Secretary on or before December 13, 2022. Written notice of a shareholder proposal submitted outside of the
processes of Rule 14a-8 must be delivered to the Fund’s principal office c/o the Secretary no later than the close of business
on January 25, 2023 and no earlier than December 26, 2022. In order to be included in the Fund’s proxy statement and form of
proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee
that such proposal will be included.
The
information set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2023 Annual Meeting
is based on information contained in the Fund’s Proxy Statement. The incorporation of this information in the Proxy Statement should
not be construed as an admission by us that such procedures are legal, valid or binding.
______________________
OTHER MATTERS AND ADDITIONAL INFORMATION
Saba is unaware of any
other matters to be considered at the Annual Meeting. However, should other matters, which Saba is not aware of a reasonable time before
this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will
vote on such matters in their discretion.
We are asking you to vote
FOR the election of our independent Nominees, FOR the ratification of the selection of the Fund’s independent auditor
and FOR our proposal to terminate the Investment Management Agreement. The enclosed GOLD proxy card may only be
voted for our independent Nominees and does not confer voting power with respect to the Fund’s nominees.
Saba has omitted from
this Proxy Statement certain disclosure required by applicable law that is already included in the Fund’s Proxy Statement. This
disclosure includes, among other things, biographical information on the Fund’s trustees and executive officers, the dollar range
of shares owned by trustees of the Fund, information regarding persons who beneficially own more than 5% of the Fund’s Common Shares,
information on committees of the Board and other important information. Shareholders should refer to the Fund’s Proxy Statement
in order to review this disclosure.
According to the Fund’s
Proxy Statement, the Fund’s investment administrator is Franklin Templeton Services, LLC (the “Adviser”), located at
300 S.E. 2nd Street, Fort Lauderdale, Florida 33301. The Adviser is a subsidiary of Franklin Resources, Inc., and an affiliate
of Franklin Advisers, Inc., an investment management firm.
See Appendix C - Security
Ownership of Certain Beneficial Owners (which is incorporated herein by reference) for information regarding persons who beneficially
own more than 5% of the shares of the Fund.
The information concerning
the Fund contained in this Proxy Statement and the appendices attached hereto has been taken from, or is based upon, publicly available
information.
SABA CAPITAL MANAGEMENT, L.P. |
Ketu Desai |
SABA CAPITAL MASTER FUND, LTD. |
Mark Hammitt |
SABA CAPITAL MANAGEMENT GP, LLC |
Anatoly Nakum |
BOAZ R. WEINSTEIN |
|
Karen Caldwell |
|
|
|
|
|
|
|
|
April 14, 2022 |
THIS SOLICITATION IS BEING MADE BY SABA AND
NOT ON BEHALF OF THE BOARD OF TRUSTEES OR MANAGEMENT OF THE FUND. SABA IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL
MEETING. SHOULD OTHER MATTERS, WHICH SABA IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL
MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION. SABA
URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF SABA’S INDEPENDENT NOMINEES, RATIFICATION OF THE FUND’S INDEPENDENT AUDITOR
AND THE TERMINATION OF THE INVESTMENT MANAGEMENT AGREEMENT, EITHER BY TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD
PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
______________________
APPENDIX A
INFORMATION CONCERNING THE INDEPENDENT NOMINEES
AND THE PARTICIPANTS
Saba has nominated four
(4) highly-qualified individuals for election as trustees at the Annual Meeting: Karen Caldwell, Ketu Desai, Mark Hammitt and Anatoly
Nakum (the “Nominees”).
This proxy solicitation
is being made by (i) Saba Capital Management, L.P. (“Saba Capital”); (ii) Saba Capital Master Fund, Ltd. (“SCMF”);
(iii) Saba Capital Management GP, LLC (“Saba Management” and, together with Saba Capital and SCMF, the “Saba Entities”);
(iv) Boaz R. Weinstein, principal of Saba Capital (“Mr. Weinstein,” and together with Saba Capital and the Saba Entities,
“Saba”); and (v) the independent Nominees. The entities and individuals listed in this paragraph may each be deemed a “Participant”
and, collectively, the “Participants.”
As of the close of business on
the date hereof, the Participants may be deemed to “beneficially own” (within the meaning of Rule 13d-3 or Rule 16a-1 under
the Exchange Act for the purposes of this Appendix A), in the aggregate, 29,674,178 Common Shares (including 1,000 Common Shares held
in record name by SCMF, no par value, of the Fund (the “Common Shares”), representing approximately 28.89% of the Fund’s
outstanding Common Shares. The percentages used herein are based upon 102,721,927 Common Shares outstanding as of April 1, 2022, as disclosed
in the Fund’s Proxy Statement. Saba Capital may be deemed to beneficially own 29,674,178 Common Shares.
As of the date of this
Proxy Statement, none of the independent Nominees beneficially own any Common Shares, nor do any of the independent Nominees beneficially
own any other securities of the Fund and have not engaged in any transactions in securities of the Fund during the past two (2) years.
None of the independent Nominees nor any of their Immediate Family Members (as such term is defined in the Investment Company Act) owns
beneficially or of record any class of securities in (i) the Fund’s investment adviser, principal underwriter or Sponsoring Insurance
Company (as defined below); or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled
by, or under common control with the Fund’s investment adviser, principal underwriter, or Sponsoring Insurance Company. Each of
our independent Nominees specifically disclaims beneficial ownership of the securities that she or he does not directly own. For information
regarding purchases and sales of securities of the Fund during the past two (2) years by certain members of Saba, see Appendix B –
Transactions in Securities of the Fund During the Past Two Years (which is incorporated herein by reference).
Since the beginning of
the Fund’s last two completed fiscal years, no officer of an investment adviser, principal underwriter, or Sponsoring Insurance
Company of the Fund, or of a person directly or indirectly controlling, controlled by, or under common control thereby, serves, or has
served, on the board of directors of a company of which any of the independent Nominees is an officer.
None of the independent
Nominees nor any of their Immediate Family Members has or has had any direct or indirect interest, the value of which exceeded or is to
exceed $120,000, during the past five years, in (i) the Fund’s investment adviser, principal underwriter or Sponsoring Insurance
Company; or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common
control with the Fund’s investment adviser, principal underwriter, or Sponsoring Insurance Company. In addition, none of the independent
Nominees or any of their Immediate Family Members has, or has had since the beginning of the Fund’s last two completed fiscal years,
or has currently proposed, any direct or indirect relationship, in which the amount involved exceeds $120,000, with any of the persons
specified in paragraphs (b)(8)(i) through (b)(8)(viii) of Item 22 of Schedule 14A.
Saba believes that each
independent Nominee presently is, and if elected as a trustee of the Fund, will be, an “independent director” within the
meaning of (i) applicable NYSE listing standards applicable to board composition, including Rule 303A.02, and (ii) Section 301 of the
Sarbanes-Oxley Act of 2002, as amended. No independent Nominee is a member of the Fund’s compensation, nominating or audit committees
that is not independent under any such committee’s applicable independence standards.
Each of the independent
Nominees has entered into a nominee agreement pursuant to which Saba has agreed to pay the costs of soliciting proxies in connection with
the Annual Meeting and to defend and indemnify such independent Nominees against, and with respect to, any losses that may be incurred
by them in connection with their nomination as candidates for election to the Board and the solicitation of proxies in support of their
election. Each of the nominee agreements provide customary confidentiality obligations and other restrictions, on the part of the independent
Nominees, including that such independent Nominees will not transact in securities of the Fund without the prior consent of Saba Capital.
Pursuant to the nominee agreements and in connection with their nominations, the independent Nominees may receive up to $2,500, the purposes
of which is to cover the reimbursement of fees in connection with each such independent Nominee’s nomination, subject to termination
for cause. The independent Nominees will not receive any compensation from Saba for their services as trustees of the Fund if elected
for any other reason. If elected, the independent Nominees will be entitled to such compensation from the Fund as is consistent with the
Fund’s practices for services of trustees who are not “interested persons” of the Fund.
Each of the independent
Nominees has signed a power of attorney pursuant to which Michael D’Angelo and Paul Kazarian were appointed as attorney-in-fact
to execute on behalf of each independent Nominee certain SEC filings and other documents in connection with the solicitation.
Other than as stated herein,
there are no arrangements or understandings among members of Saba and any of the independent Nominees or any other person or persons pursuant
to which the nomination of our independent Nominees described herein is to be made, other than the consent by each independent Nominee
to be named in this Proxy Statement and to serve as a trustee of the Fund, if elected as such at the Annual Meeting.None of our independent
Nominees is a party adverse to the Fund, or any of its subsidiaries, or has a material interest adverse to the Fund, or any of its subsidiaries,
in any material pending legal proceeding.
We do not expect that any
of our independent Nominees will be unable to stand for election, but, in the event that any independent Nominee is unable to serve or,
for good cause, will not serve, the shares represented by the enclosed GOLD proxy card will be voted for substitute nominee(s),
to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s)
if the Fund makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying any independent Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any
such case, the shares represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s). We reserve
the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Fund increases
the size of the Board above its existing size or increases the number of trustees whose terms expire at the Annual Meeting. Additional
nominations made pursuant to the preceding sentence are without prejudice to the position of Saba that any attempt to increase the size
of the current Board or to change the classifications of the Board would constitute an unlawful manipulation of the Fund’s corporate
machinery.
The principal business
of Mr. Weinstein is investment management and serving as the Managing Member of Saba Management, a Delaware limited liability company
by virtue of its status as the general partner to Saba Capital. The principal business of Saba Capital is to serve as investment manager
to the Saba Entities. The principal business of the Saba Entities is to invest in securities. Information on the principal occupation
of each of the independent Nominees is set forth in Proposal 1: Election Of Trustees.
The principal business
address of each of Mr. Weinstein, Saba Management, Saba Capital and the Saba Entities is 405 Lexington Avenue, 58th Floor, New York,
New York 10174. In addition, the Record Holder has a business address at c/o Walkers Corporate Limited, 190 Elgin Avenue, George
Town, Grand Cayman, KY1-9008, Cayman Islands. The principal business address of each of the
independent Nominees is c/o Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.
Each of the independent
Nominees is a citizen of the United States.
The relevant information
provided above has been furnished to Saba by the independent Nominees.
Unless otherwise noted
as shares held in record name by the Saba Entities, the Common Shares held by the Saba Entities are held in commingled margin accounts,
which may extend margin credit to such parties from time to time, subject to applicable federal margin regulations, stock exchange rules
and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment
of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time
in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used
to purchase the Common Shares reported herein since margin may have been attributed to such other securities and since margin used is
not disclosed on an individual per-security basis. During the time in which the Common Shares have been held in such margin accounts,
the Saba Entities have retained the right to vote or dispose of the Common Shares.
Except as set forth in this
Proxy Statement (including the Appendices hereto), (i) during the past 10 years, no Participant in this solicitation has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate or “Immediate
Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”)) of any Participant, is a
record owner or direct or indirect beneficial owner of any securities of the Fund, any parent or subsidiary of the Fund, any investment
adviser, principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of the Fund, or in any registered
investment companies overseen or to be overseen by the Participant within the same “Family of Investment Companies” (as defined
in Item 22) that directly or indirectly controls, is controlled by or is under common control with an investment adviser, principal underwriter,
or Sponsoring Insurance, or affiliated person of the Fund; (iii) no Participant in this solicitation owns any securities of the Fund
which are owned of record but not beneficially; (iv) no Participant in this solicitation has purchased or sold any securities of the
Fund or the Fund’s investment adviser during the past two years, nor from either entity’s “Parents” or “Subsidiaries”
(as defined in Item 22); (v) no Participant has any “family relationship” for the purposes of Item 22 whereby a family member
is an “Officer” (as defined in Item 22), director (or person nominated to become an Officer or director), employee, partner,
or copartner of the Fund, the Fund’s investment adviser and/or a principal underwriter of any of the foregoing, or any Subsidiary
or other potential affiliate of any of the foregoing; (vi) no part of the purchase price or market value of the securities of the Fund
owned by any Participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or
holding such securities; (vii) no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements
or understandings with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; (viii) no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities
of the Fund; (ix) no Participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary
of the Fund; (x) during the last five years, no independent Nominee has had any arrangement or understanding with any other person pursuant
to which she/he was selected to be a nominee for election as a trustee to the Fund other than the nominee agreements described herein;
(xi) no Participant and no Immediate Family Member of any Participant in this solicitation or any of hers, his or its associates was
a party to, or had a direct or indirect material relationship in, any transaction or series of similar transactions since the beginning
of the Fund’s last two completed fiscal years, or is a party to any currently proposed transaction, or series of similar transactions
in which the amount involved exceeds $120,000 and for which any of the following was or is a party: the Fund or any of its subsidiaries,
an Officer of the Fund, an investment company, or a person that would be an investment company but for the exclusions provided by sections
3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the
Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is
controlled by or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund
(an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund, or any Officer or any
person directly or indirectly controlling, controlled by, or under common control with any investment adviser, principal underwriter,
Sponsoring Insurance Company, or affiliated person of the Fund; (f) an Officer of an investment adviser, principal underwriter, or Sponsoring
Insurance Company of the Fund; or (g) an Officer of a person directly or indirectly controlling, controlled by, or under common control
with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (xii) during the last five years, no
Participant and no Immediate Family Member of any Participant has had a position or office with: (a) the Fund; (b) an investment company,
or a person that would be an investment company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7) of the 1940 Act, having
the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal
underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by, or is under common control with
an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (c) an investment adviser, principal underwriter,
Sponsoring Insurance Company, or affiliated person; (xiii) no Participant in this solicitation or any of hers, his or its associates
has any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates, or with respect
to any future transactions to which the Fund or any of its affiliates will or may be a party; (xiv) no Participant in this solicitation
has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting;
(xv) there are no material pending legal proceedings to which any independent Nominee or any of hers, his or its associates is a party
adverse to the Fund or, to the best of Saba’s knowledge after reasonable investigation, any affiliated person of the Fund, nor
does any independent Nominee have a material interest in such proceedings that is adverse to the Fund or, to the best of Saba’s
knowledge after reasonable investigation, any affiliated person of the Fund; (xvi) since the beginning of the last two completed fiscal
years, no Participant (and no Immediate Family Member of a Participant) has served on the board of directors or trustees of a company
or trust where an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund, or any person
directly or indirectly controlling, controlled by, or under common control with any of those, serves on the board of directors or trustees;
and (xvii) no Participant has withheld information that is required to be disclosed under the following Items under Regulation S-K under
the Exchange Act: Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters and control
persons, and Item 405 with respect to beneficial ownership and required filings.
______________________
APPENDIX B
TRANSACTIONS IN SECURITIES OF THE FUND DURING
THE PAST TWO YEARS
The following tables set forth all transactions effected during
the past two years by the Participants with respect to securities of the Fund. The Common Shares reported herein are held in either cash
accounts or margin accounts in the ordinary course of business. Unless otherwise indicated, all transactions were effected on the open
market.
Common Shares
Saba
Date |
Side |
Shares |
|
Date |
Side |
Shares |
|
Date |
Side |
Shares |
04/13/20 |
Buy |
5,452 |
|
08/06/20 |
Buy |
27,399 |
|
10/08/20 |
Buy |
40,237 |
06/19/20 |
Buy |
150,000 |
|
08/10/20 |
Buy |
1,250 |
|
10/09/20 |
Buy |
105,490 |
06/22/20 |
Buy |
100,500 |
|
08/11/20 |
Buy |
456,358 |
|
10/12/20 |
Buy |
80,634 |
06/23/20 |
Buy |
260,758 |
|
08/12/20 |
Buy |
114,309 |
|
10/13/20 |
Buy |
14,109 |
06/24/20 |
Buy |
306,944 |
|
08/13/20 |
Buy |
44,203 |
|
10/15/20 |
Buy |
109,197 |
06/25/20 |
Buy |
418,502 |
|
08/14/20 |
Buy |
179,741 |
|
10/16/20 |
Buy |
114,559 |
06/26/20 |
Buy |
652,289 |
|
08/17/20 |
Buy |
113,384 |
|
10/19/20 |
Buy |
125,345 |
06/29/20 |
Buy |
374,730 |
|
08/18/20 |
Buy |
251,752 |
|
10/20/20 |
Buy |
79,043 |
06/30/20 |
Buy |
752,214 |
|
08/20/20 |
Buy |
215,014 |
|
10/21/20 |
Buy |
93,507 |
07/01/20 |
Buy |
59,516 |
|
08/21/20 |
Buy |
35,491 |
|
10/23/20 |
Buy |
10,892 |
07/02/20 |
Buy |
607,159 |
|
08/25/20 |
Buy |
309,805 |
|
10/27/20 |
Sell |
(67,251) |
07/06/20 |
Buy |
119,347 |
|
08/26/20 |
Buy |
355,276 |
|
10/29/20 |
Buy |
16,264 |
07/07/20 |
Buy |
133,280 |
|
08/27/20 |
Buy |
68,204 |
|
10/30/20 |
Buy |
175,065 |
07/08/20 |
Buy |
124,292 |
|
08/31/20 |
Buy |
20,936 |
|
11/04/20 |
Buy |
46,731 |
07/09/20 |
Buy |
167,209 |
|
09/01/20 |
Buy |
97,811 |
|
11/06/20 |
Sell |
(432,228) |
07/10/20 |
Buy |
181,071 |
|
09/02/20 |
Buy |
41,816 |
|
11/09/20 |
Buy |
35,835 |
07/13/20 |
Buy |
143,690 |
|
09/04/20 |
Buy |
144,232 |
|
11/10/20 |
Buy |
373,274 |
07/14/20 |
Buy |
20,990 |
|
09/08/20 |
Buy |
12,066 |
|
11/11/20 |
Buy |
51,012 |
07/15/20 |
Buy |
244,324 |
|
09/09/20 |
Buy |
81,448 |
|
11/12/20 |
Buy |
23,639 |
07/16/20 |
Buy |
53,115 |
|
09/10/20 |
Buy |
185,761 |
|
11/13/20 |
Buy |
199,644 |
07/17/20 |
Buy |
99,454 |
|
09/11/20 |
Buy |
88,859 |
|
11/17/20 |
Buy |
57,906 |
07/20/20 |
Buy |
111,885 |
|
09/14/20 |
Buy |
189,869 |
|
11/30/20 |
Buy |
112,014 |
07/22/20 |
Buy |
29,361 |
|
09/15/20 |
Buy |
192,811 |
|
12/01/20 |
Buy |
779,545 |
07/23/20 |
Buy |
53,649 |
|
09/16/20 |
Buy |
175,043 |
|
12/02/20 |
Buy |
46,629 |
07/24/20 |
Buy |
72,222 |
|
09/17/20 |
Buy |
237,058 |
|
12/03/20 |
Buy |
14,589 |
07/27/20 |
Buy |
307,838 |
|
09/18/20 |
Buy |
10,099 |
|
12/04/20 |
Buy |
82,407 |
07/28/20 |
Buy |
336,626 |
|
09/28/20 |
Buy |
40,444 |
|
12/07/20 |
Buy |
437,333 |
07/29/20 |
Buy |
40,458 |
|
09/29/20 |
Buy |
121,319 |
|
12/08/20 |
Buy |
1,000,000 |
07/30/20 |
Buy |
8,541 |
|
10/02/20 |
Buy |
133,687 |
|
12/09/20 |
Buy |
510,529 |
07/31/20 |
Buy |
246,972 |
|
10/05/20 |
Buy |
40,686 |
|
12/10/20 |
Buy |
464,195 |
08/05/20 |
Buy |
62,474 |
|
10/07/20 |
Buy |
28,685 |
|
12/11/20 |
Buy |
231,687 |
Date |
Side |
Shares |
|
Date |
Side |
Shares |
|
Date |
Side |
Shares |
12/14/20 |
Buy |
356,501 |
|
1/28/2021 |
Buy |
100,000 |
|
7/15/2021 |
Buy |
272,007 |
12/15/20 |
Buy |
143,988 |
|
1/28/2021 |
Buy |
423,473 |
|
7/16/2021 |
Buy |
279,980 |
12/17/20 |
Buy |
2,685 |
|
1/29/2021 |
Buy |
354,685 |
|
7/16/2021 |
Buy |
463,000 |
12/18/20 |
Buy |
64,052 |
|
2/1/2021 |
Buy |
68,233 |
|
7/19/2021 |
Buy |
66,993 |
12/21/20 |
Buy |
429,543 |
|
2/2/2021 |
Buy |
272,554 |
|
7/20/2021 |
Buy |
5,656 |
12/22/20 |
Buy |
803,884 |
|
2/3/2021 |
Buy |
343,438 |
|
7/23/2021 |
Buy |
179,398 |
12/23/20 |
Buy |
500,000 |
|
5/12/2021 |
Buy |
93,638 |
|
7/26/2021 |
Buy |
13,679 |
12/24/20 |
Buy |
30,703 |
|
5/13/2021 |
Buy |
91,369 |
|
7/29/2021 |
Buy |
450,000 |
12/28/20 |
Buy |
410,773 |
|
5/14/2021 |
Buy |
30,862 |
|
8/3/2021 |
Buy |
376,949 |
12/29/2020 |
Buy |
160,027 |
|
5/17/2021 |
Buy |
32,276 |
|
8/4/2021 |
Buy |
299,167 |
12/30/2020 |
Buy |
263,455 |
|
5/20/2021 |
Buy |
50,000 |
|
8/5/2021 |
Buy |
55,884 |
12/31/2020 |
Buy |
215,088 |
|
5/24/2021 |
Buy |
47,812 |
|
8/6/2021 |
Buy |
280,436 |
1/4/2021 |
Buy |
212,402 |
|
5/25/2021 |
Buy |
7,152 |
|
8/9/2021 |
Buy |
32,385 |
1/5/2021 |
Buy |
301,404 |
|
6/8/2021 |
Buy |
52,628 |
|
8/10/2021 |
Buy |
25,000 |
1/6/2021 |
Buy |
9,097 |
|
6/23/2021 |
Buy |
14,649 |
|
8/11/2021 |
Buy |
3,564 |
1/8/2021 |
Buy |
75,021 |
|
6/24/2021 |
Buy |
32,558 |
|
9/3/2021 |
Buy |
116,166 |
1/11/2021 |
Buy |
61,483 |
|
6/25/2021 |
Buy |
76,778 |
|
9/7/2021 |
Buy |
238,548 |
1/12/2021 |
Buy |
200,360 |
|
6/29/2021 |
Buy |
137,048 |
|
9/13/2021 |
Buy |
148,966 |
1/14/2021 |
Buy |
275,000 |
|
6/29/2021 |
Buy |
60,265 |
|
9/14/2021 |
Buy |
87,561 |
1/15/2021 |
Buy |
190,976 |
|
6/30/2021 |
Buy |
197,284 |
|
9/15/2021 |
Buy |
2,307 |
1/19/2021 |
Buy |
178,785 |
|
6/30/2021 |
Buy |
35,375 |
|
9/16/2021 |
Buy |
50,464 |
1/20/2021 |
Buy |
225,467 |
|
7/1/2021 |
Buy |
156,974 |
|
|
|
|
1/21/2021 |
Buy |
193,953 |
|
7/2/2021 |
Buy |
16,305 |
|
|
|
|
1/22/2021 |
Buy |
120,564 |
|
7/6/2021 |
Buy |
71,694 |
|
|
|
|
1/25/2021 |
Buy |
40,179 |
|
7/7/2021 |
Buy |
186,178 |
|
|
|
|
1/26/2021 |
Buy |
49,489 |
|
7/8/2021 |
Buy |
28,515 |
|
|
|
|
1/27/2021 |
Buy |
351,979 |
|
7/9/2021 |
Buy |
241,692 |
|
|
|
|
______________________
APPENDIX
C
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
According
to filings made pursuant to Schedule 13 and Section 16 of the Securities Exchange Act of 1934, as amended, the following
shareholders own 5% or more of the Fund’s Common Shares.*
Fund Name and Title of Class |
Name and Address of Owner |
Aggregate Share Amount Owned |
Percent |
Templeton Global Income Fund – Common |
Saba Capital
Management, L.P.
405 Lexington
Avenue, 58th Floor
New York, NY
10174 |
29,674,178 |
28.89% |
Templeton Global Income Fund – Common |
First Trust Portfolios
LP
120 East Liberty
Drive, Suite 400
Wheaton, IL 60187 |
11,534,340 |
11.23% |
|
|
* |
As of April 1, 2022. |
|
|
|
|
|
|
To the
knowledge of the Fund, no other person owned 1% or more of the outstanding Common Shares of the Fund as of April 1, 2022.
______________________
IMPORTANT
Tell your Board what you
think! Your vote is important. No matter how many shares you own, please give Saba your proxy FOR the election of Saba’s
independent Nominees, FOR the ratification of the Fund's independent auditor and FOR the shareholder proposal by voting
your shares by telephone or Internet as described in the enclosed GOLD proxy card or by signing and dating the enclosed
GOLD proxy card, and returning it in the postage-paid envelope provided.
If any of your shares are
held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD
proxy card. In addition, if you hold your shares in a brokerage or bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials you receive from your broker or bank prior to authorizing a proxy
by telephone or Internet. Saba urges you to confirm in writing your instructions to Saba in care of InvestorCom, Inc. at the address provided
below so that Saba will be aware of all instructions given and can attempt to ensure that such instructions are followed.
By returning the GOLD proxy card, you are authorizing Saba
to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted to approve Proposal 1 to elect
Saba’s Nominees, Proposal 2 to ratify the selection of the Fund’s independent auditor and Proposal 3 to terminate the Investment
Management Agreement. Returning the Fund’s white proxy card will revoke any GOLD proxy card previously returned to
Saba.
If you have any questions
or require any additional information concerning this Proxy Statement, please contact InvestorCom at the address and telephone numbers
set forth below:
If you have any questions, require assistance in
voting your GOLD proxy card,
or need additional copies of Saba’s proxy
materials,
please contact InvestorCom at the phone numbers
listed below.
19 Old Kings Highway S.
Suite 210
Darien, CT 06820
Shareholders call toll free at (877) 972-0090
Banks and Brokers may call collect at (203) 972-9300
You may also contact Saba via email at
SabaProxy@sabacapital.com
TEMPLETON
GLOBAL INCOME FUND
2022 Annual Meeting OF SHAREHOLDERS
SCHEDULED FOR JUNE 6, 2022
THIS PROXY
IS SOLICITED ON BEHALF OF SABA CAPITAL MANAGEMENT, L.P. AND THE OTHER PARTICIPANTS NAMED IN THIS PROXY SOLICITATION (COLLECTIVELY, “SABA”)
THE BOARD OF TRUSTEES OF TEMPLETON GLOBAL INCOME FUND
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Michael D’Angelo, Paul Kazarian, Pierre
Weinstein, Eleazer Klein and John Grau and each of them, attorneys and agents with full power of substitution to vote all common shares
of Templeton Global Income Fund (the “Fund”), a Delaware corporation and a closed-end management investment company registered
under the Investment Company Act of 1940, as amended, that the undersigned would be entitled to vote at the 2022 annual meeting of shareholders
of the Fund scheduled to be held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, on June 6,
2022 at 11:00 a.m., Eastern time, including at any adjournments or postponements thereof (the “Annual Meeting”), with all
powers that the undersigned would possess if personally present, upon and in respect of the instructions indicated herein, with discretionary
authority as to any and all other matters that may properly come before the meeting or any adjournment, postponement, or substitution
thereof that are unknown to us a reasonable time before this solicitation.
The undersigned hereby
revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of the Fund held by the undersigned, and
hereby ratifies and confirms all action the herein named attorney and proxy, her or his substitutes, or any of them may lawfully take
by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named
attorney and proxy or her or his substitutes with respect to any other matters as may properly come before the Annual Meeting that are
unknown to Saba at a reasonable time before this solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE,
THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3
This Proxy will be valid
until the completion of the Annual Meeting. This Proxy will only be valid in connection with Saba’s solicitation of proxies for
the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS
PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
x Please mark vote as in this example SABA
STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” OUR INDEPENDENT NOMINEES LISTED
BELOW IN PROPOSAL 1
| 1. | Saba’s proposal to elect Karen Caldwell, Ketu Desai, Mark Hammitt and Anatoly Nakum as Class II trustees of the Fund. |
|
|
FOR ALL NOMINEES |
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES |
FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW |
Nominees |
Karen Caldwell
Ketu Desai
Mark Hammitt
Anatoly Nakum |
[ ] |
[ ] |
[ ]
________________
________________
________________ |
Saba does not expect that any
of the Nominees will be unable to stand for election, but, in the event that any Nominee is unable to serve or for good cause will not
serve, the shares represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under
the Fund’s Bylaws and applicable law. In addition, Saba has reserved the right to nominate substitute person(s) if the Fund makes
or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying
any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, shares represented by this proxy
card will be voted for such substitute nominee(s). Saba intends to use this proxy to vote “FOR” Ms. Caldwell and Messrs.
Desai, Hammitt and Nakum.
_______________________________________
SABA RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” PROPOSAL 2
| 2. | Proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for
the fiscal year ending December 31, 2022. |
SABA STRONGLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” PROPOSAL 3
| 3. | Saba’s proposal to terminate the Investment Management Agreement between the Fund and Templeton Investment Counsel, LLC, dated
as of October 30, 1992, as amended or novated, and all other advisory and management agreements between the Fund and Franklin Advisers,
Inc. |
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
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