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 EMERGING MARKETS FUND, INC.
------------------------------------------------
(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:
<PAGE>
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TEMPLETON EMERGING MARKETS FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
This document announces the date, time and location of the annual shareholders
meeting, identifies the proposals to be voted on at the meeting, and contains
your proxy statement and proxy card. A proxy card is, in essence, a ballot. When
you vote your proxy, it tells us how 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 Directors' recommendations on page 2.
We urge you to spend a few minutes with the proxy statement reviewing the
proposals at hand. Then, fill out your proxy card and return it to us. When
shareholders don't return their proxies in sufficient numbers, we have to incur
the expense of follow-up solicitations, which can cost your fund money. We want
to know how you would like to vote and welcome your comments. Please take a few
minutes with these materials and return your proxy to us. If you have any
questions, call the Fund Information Department at 1-800/DIAL BEN.
<PAGE>
[GRAPHIC OMITTED]
TEMPLETON EMERGING MARKETS FUND, INC.
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Emerging Markets
Fund, Inc. (the "Fund") will be held at 500 E. Broward Boulevard, 12th Floor,
Ft. Lauderdale, Florida 33394-3091 on Tuesday, February 17, 1998 at 10:00 A.M.
(EST).
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of Directors of the Fund to hold office for the terms
specified;
2. The ratification or rejection of the selection of McGladrey & Pullen, LLP
as independent auditors of the Fund for the fiscal year ending August 31,
1998; and
3. The transaction of any other business as may properly come before the
Meeting.
By order of the Board of Directors,
Barbara J. Green
Secretary
January 5, 1998
- --------------------------------------------------------------------------------
Many shareholders hold shares in more than one Templeton Fund and will receive
proxy material for each fund owned. Please sign and promptly return each proxy
card in the self-addressed envelope regardless of the number of shares you own.
- --------------------------------------------------------------------------------
<PAGE>
TEMPLETON EMERGING MARKETS FUND, INC.
PROXY STATEMENT
- INFORMATION ABOUT VOTING:
Who is eligible to vote?
Shareholders of record at the close of business on December 19, 1997 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote on all matters presented at the
Meeting. The Notice of Meeting, the proxy, and the proxy statement were
mailed to shareholders of record on or about January 5, 1998.
On what issues am I being asked to vote?
You are being asked to vote on three proposals:
1. The election of three nominees to the position of Director;
2. The ratification or rejection of the selection of McGladrey & Pullen,
LLP as independent auditors of the Fund for the fiscal year ending
August 31, 1998; and
3. The transaction of any other business that may properly come before
the Meeting.
1
<PAGE>
How do the Fund's Directors recommend that I vote?
The Directors unanimously recommend that you vote:
1. FOR the election of nominees;
2. FOR the ratification of the selection of McGladrey & Pullen, LLP as
independent auditors for the Fund; and
3. FOR the proxyholders to vote, in their discretion, on any other
business that may properly come before the Meeting.
How do I ensure that my vote is accurately recorded?
You may attend the Meeting and vote in person or you may complete and
return the attached proxy. Proxies that are properly signed, dated and
received 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, but don't specify
a vote for any of the proposals 1 through 3, your shares will be voted
in favor of the nominees for Director (proposal 1), in favor of
ratifying the selection of McGladrey & Pullen, LLP as independent
auditors (proposal 2), and/or in accordance with the discretion of the
persons named in the proxy as to any other matters
(proposal 3).
Can I revoke my proxy?
You may revoke your proxy at any time before it is voted by (1)
delivering a written revocation to the Secretary of the Fund, (2)
forwarding to the Fund a later-dated proxy that is received by the Fund
at or prior to the meeting, or (3) attending the Meeting and voting in
person.
2
<PAGE>
- THE PROPOSALS:
1. ELECTION OF DIRECTORS:
How are nominees selected?
The Board of Directors of the Fund (the "Board") established a Nominating
and Compensation Committee (the "Committee") consisting of Andrew H. Hines,
Jr., Edith E. Holiday and Gordon S. Macklin. The Committee is responsible
for the selection, nomination for appointment and election of candidates to
serve as Directors of the Fund. The Committee will review shareholders'
nominations to fill vacancies on the Board, if these nominations are in
writing and addressed to the Committee at the Fund's offices. However, the
Committee expects to be able to identify from its own resources an ample
number of qualified candidates.
Who are the nominees and Directors?
The Board is divided into three classes, and each year the term of office
of one class expires. Harmon E. Burns, Andrew H. Hines, Jr., and Charles B.
Johnson have been nominated for three-year terms, set to expire at the 2001
Annual Meeting of Shareholders. These terms continue, however, until
successors are duly qualified and elected. All of the nominees are
currently members of the Board and all of the current Directors are also
directors or trustees of other investment companies in the Franklin Group
of Funds(R) and the Templeton Group of Funds (the "Franklin Templeton Group
of Funds").
Certain nominees and Directors of the Fund hold director and/or officer
positions with Franklin Resources, Inc. ("Resources") and its affiliates.
Resources is a publicly owned holding company, the principal shareholders
of which are Charles B. Johnson and Rupert H. Johnson, Jr. who own, as of
December 19, 1997, approximately 19% and 15% respectively, of its
outstanding shares. Resources is primarily engaged, through various
subsidiaries, in providing investment management, share distribution,
transfer agent and administrative services to a family of investment
companies. Resources is a New York Stock Exchange, Inc. ("NYSE") listed
holding company (NYSE: BEN). The Fund's investment manager and fund
administrator are indirect wholly-owned subsidiaries of Resources. There
are no family relationships among any of the Directors or nominees for
Director.
3
<PAGE>
Each nominee is currently available and has consented to serve if elected.
If any of the nominees should become unavailable, the persons named in the
proxy will vote in their discretion for another person or other persons who
may be nominated as Directors.
<TABLE>
Listed below, for each nominee and Director, is a brief description of
recent professional experience as well as each person's ownership of shares
of the Fund and shares of all funds in the Franklin Templeton Group of
Funds:
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- -------------------------------- ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
Nominees to serve until 2001 Annual Meeting of Shareholders:
HARMON E. BURNS* Executive vice president, secretary 0 959,843
Director and Vice President and director of Franklin
since 1992 Resources, Inc.; executive vice
president and director of Franklin
Templeton Distributors, Inc. and
Franklin Templeton Services, Inc.;
executive vice president of
Franklin Advisers, Inc.; director of
Franklin/Templeton Investor
Services, Inc.; and officer and/or
director or trustee, as the case may
be, of most of the other
subsidiaries of Franklin Resources,
Inc. and 57 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 52.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- ---------------------------------- ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
ANDREW H. HINES, JR. Consultant for the Triangle 699 (**) 33,992
Director since 1990 Consulting Group; executive-
in-residence of Eckerd College
(1991-present); formerly, chairman
of the board and chief executive
officer of Florida Progress
Corporation (1982-1990) and
director of various of its
subsidiaries; and director or
trustee of 24 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 74.
CHARLES B. JOHNSON* President, chief executive officer 1,000 (**) 2,391,567
Chairman of the Board and director of Franklin
since 1995 and Vice President Resources, Inc.; chairman of the
since 1992 board and director of Franklin
Advisers, Inc., Franklin Investment
Advisory Services, Inc., Franklin
Advisory Services, Inc. and
Franklin Templeton Distributors,
Inc.; director of Franklin/
Templeton Investor Services, Inc.
and Franklin Templeton Services,
Inc.; formerly, director of General
Host Corporation (nursery and
craft centers); and officer and/or
director or trustee, as the case may
be, of most of the other
subsidiaries of Franklin Resources,
Inc. and 53 of the investment
companies in the Franklin
Templeton Group of Funds. Age
64.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- ------------------------ -------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
Directors serving until 2000 Annual Meeting of Shareholders:
JOHN WM. GALBRAITH President of Galbraith Properties, 73,957 (**) 1,191,853
Director since 1995 Inc. (personal investment
company); director of Gulf West
Banks, Inc. (bank holding
company) (1995-present); formerly,
director of Mercantile Bank
(1991-1995), vice chairman of
Templeton, Galbraith &
Hansberger Ltd. (1986-1992) and
chairman of Templeton Funds
Management, Inc. (1974-1991); and
director or trustee of 22 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 76.
BETTY P. KRAHMER Director or trustee of various civic 1,000 (**) 97,228
Director since 1990 associations; formerly, economic
analyst, U.S. government; and
director or trustee of 23 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 68.
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- ------------------------ ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River 2,000 (**) 229,733
Director since 1993 Corporation (financial services);
director of Fund American
Enterprises Holdings, Inc., MCI
Communications Corporation,
CCC Information Services Group,
Inc. (information services),
MedImmune, Inc. (biotechnology),
Shoppers Express (home
shopping) and Spacehab, Inc.
(aerospace services); formerly,
chairman of Hambrecht and Quist
Group, director of H&Q
Healthcare Investors and president
of the National Association of
Securities Dealers, Inc.; and
director or trustee of 51 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 69.
FRED R. MILLSAPS Manager of personal investments 0 248,325
Director since 1990 (1978-present); director of various
business and nonprofit
organizations; formerly, chairman
and chief executive officer of
Landmark Banking Corporation
(1969-1978), financial vice
president of Florida Power and
Light (1965-1969), and vice
president of the Federal Reserve
Bank of Atlanta (1958-1965); and
director or trustee of 24 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 68.
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- ------------------------ ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
Directors serving until 1999 Annual Meeting of Shareholders:
EDITH E. HOLIDAY Director (1993-present) of 0 1,542
Director since 1996 Amerada Hess Corporation and
Hercules Incorporated; director of
Beverly Enterprises, Inc.
(1995-present) and H.J. Heinz
Company (1994-present); formerly,
chairman (1995-1997) and trustee
(1993-1997) of National Child
Research Center; assistant to the
President of the United States and
Secretary of the Cabinet
(1990-1993), general counsel to the
United States Treasury
Department (1989-1990) and
counselor to the Secretary and
Assistant Secretary for Public
Affairs and Public Liaison-United
States Treasury Department
(1988-1989); and director or
trustee of 16 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 45.
HARRIS J. ASHTON Director of RBC Holdings Inc. (a 500 (**) 304,319
Director since 1992 bank holding company) and Bar-S
Foods (a meat packing company);
formerly, chairman of the board,
president and chief executive
officer of General Host
Corporation (nursery and craft
centers); and director or trustee of
52 of the investment companies in
the Franklin Templeton Group of
Funds. Age 65.
8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Fund Shares Templeton
Beneficially Owned Group of Funds
Principal Occupation and % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age December 19, 1997 November 18, 1997
- ------------------------ ------------------------------------- -------------------- ------------------
<S> <C> <C> <C>
NICHOLAS F. BRADY* Chairman of Templeton Emerging 0 23,314
Director since 1993 Markets Investment Trust PLC;
chairman of Templeton Latin
America Investment Trust PLC;
chairman of Darby Overseas
Investments, Ltd. and Darby
Emerging Markets Investments
LDC (investment firms)
(1994-present); chairman and
director of Templeton Central and
Eastern European Investment
Company; director of the
Templeton Global Strategy Funds;
director of Amerada Hess
Corporation, Christiana
Companies, and the H.J. Heinz
Company; formerly, Secretary of
the United States Department of
the Treasury (1988-1993) and
chairman of the board of Dillon,
Read & Co., Inc. (investment
banking) prior to 1988; and
director or trustee of 23 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 67.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100 (**) 389,377
Director since 1992 Hardin, Kipp & Szuch; formerly,
director of General Host
Corporation (nursery and craft
centers); and director or trustee of
54 of the investment companies in
the Franklin Templeton Group of
Funds. Age 65.
</TABLE>
9
<PAGE>
--------------------
* Nicholas F. Brady, Harmon E. Burns, and Charles B. Johnson are
"interested persons" as defined by the Investment Company Act of 1940
(the "1940 Act"). The 1940 Act limits the percentage of interested
persons that comprise a fund's board of directors. Charles B. Johnson is
an interested person due to his ownership interest in Resources, whereas
Mr. Burns is an interested person due to his employment affiliation with
Resources. Mr. Brady's status as an interested person results from his
business affiliations with Resources and Templeton Global Advisors
Limited. Mr. Brady and Resources are both limited partners of Darby
Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady established Darby
Overseas in February 1994, and is Chairman and shareholder of Darby
Emerging Markets Investments LDC, which is the corporate general partner
of Darby Overseas. In addition, Darby Overseas and Templeton Global
Advisors Limited are limited partners of Darby Emerging Markets Fund,
L.P. The remaining nominees and Directors of the Fund are not interested
persons (the "Independent Directors").
** Less than 1%
How often do the Directors meet and what are they paid?
The Directors generally meet quarterly to review the operations of the Fund
and other funds within the Franklin Templeton Group of Funds. Each fund
pays its Independent Directors and Mr. Brady an annual retainer and/or fees
for attendance at Board and Committee meetings. This compensation is based
on the level of assets in each fund. Accordingly, as of the last scheduled
meeting, the Fund paid the Independent Directors and Mr. Brady an annual
retainer of $2,500 and a fee of $200 per meeting of the Board and its
portion of a flat fee of $2,000 for each Audit Committee meeting and/or
Nominating and Compensation Committee meeting attended. Directors are not
compensated for any Nominating and Compensation Committee meeting that is
held in conjunction with a Board meeting. Independent Directors are
reimbursed by the Fund for any expenses incurred in attending Board and
Committee meetings.
During the fiscal year ended August 31, 1997, there were four meetings of
the Board, one meeting of the Audit Committee, and one meeting of the
Nominating and Compensation Committee. Each of the Directors then in office
attended at least 75% of the total number of meetings of the Board
throughout the year.
Certain Directors and Officers of the Fund are shareholders of Resources and
may receive indirect remuneration due to their participation in management
fees and other fees received from the Franklin Templeton Group of Funds by
Templeton Asset Management Ltd.-- Hong Kong Branch of the Fund's investment
manager, and its affiliates. Templeton Asset Management Ltd.--Hong Kong
Branch, or its affiliates pays the salaries and expenses of the Officers. No
pension or retirement benefits are accrued as part of Fund expenses.
10
<PAGE>
<TABLE>
The following table shows the compensation paid to Independent Directors
and Mr. Brady by the Fund and by the Franklin Templeton Group of Funds:
<CAPTION>
Aggregate Number of Boards within the Total Compensation from
Compensation Franklin Templeton Group of the Franklin Templeton
Name of Director from the Fund* Funds on which Director Serves Group of Funds**
- ------------------------- ---------------- -------------------------------- ------------------------
<S> <C> <C> <C>
Harris J. Ashton $3,300 52 $339,842
Andrew H. Hines, Jr. 3,316 24 144,175
Edith E. Holiday 3,300 16 72,875
Betty P. Krahmer 3,300 23 119,675
Fred R. Millsaps 3,316 24 144,175
S. Joseph Fortunato 3,300 54 356,762
Gordon S. Macklin 3,300 51 332,492
John Wm. Galbraith 3,316 22 117,675
Nicholas F. Brady 3,300 23 119,675
<FN>
--------------------
* For the fiscal year ended August 31, 1997.
** For the calendar year ended December 31, 1997.
</FN>
</TABLE>
Who are the Executive Officers of the Fund?
<TABLE>
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. Listed below, for each Executive Officer, is a brief
description of recent professional experience:
<CAPTION>
Name and Offices Principal Occupation
with the Fund During Past Five Years and Age
- ------------------------------------ ------------------------------------------------------------
<S> <C>
CHARLES B. JOHNSON See Proposal 1, "Election of Directors."
Chairman of the Board since 1995
and Vice President since 1992
J. MARK MOBIUS Portfolio manager of various Templeton advisory affiliates;
President since 1987 managing director of Templeton Asset Management Ltd.;
formerly, president of International Investment Trust
Company Limited (investment manager of Taiwan R.O.C.
Fund) (1986-1987) and director of Vickers da Costa, Hong
Kong (1983-1986); and officer of 8 of the investment
companies in the Franklin Templeton Group of Funds.
Age 61.
11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with the Fund During Past Five Years and Age
- ------------------------------ -----------------------------------------------------------------
<S> <C>
RUPERT H. JOHNSON, JR. Executive vice president and director of Franklin Resources,
Vice President since 1996 Inc. and Franklin Templeton Distributors, Inc.; president and
director of Franklin Advisers, Inc.; senior vice president and
director of Franklin Advisory Services, Inc. and Franklin
Investment Advisory Services, Inc.; director of Franklin/
Templeton Investor Services, Inc.; and officer and/or director
or trustee, as the case may be, of most other subsidiaries of
Franklin Resources, Inc. and 57 of the investment companies
in the Franklin Templeton Group of Funds. Age 57.
HARMON E. BURNS See Proposal 1, "Election of Directors."
Vice President since 1996
CHARLES E. JOHNSON Senior vice president and director of Franklin Resources, Inc.;
Vice President since 1996 senior vice president of Franklin Templeton Distributors,
Inc.; president and director of Templeton Worldwide, Inc.;
president, chief executive officer, chief investment officer and
director of Franklin Institutional Services Corporation;
chairman and director of Templeton Investment Counsel,
Inc.; vice president of Franklin Advisers, Inc.; officer and/or
director of some of the other subsidiaries of Franklin
Resources, Inc.; and officer and/or director or trustee, as the
case may be, of 37 of the investment companies in the
Franklin Templeton Group of Funds. Age 41.
DEBORAH R. GATZEK Senior vice president and general counsel of Franklin
Vice President since 1996 Resources, Inc.; senior vice president of Franklin Templeton
Services, Inc. and Franklin Templeton Distributors, Inc.; vice
president of Franklin Advisers, Inc. and Franklin Advisory
Services, Inc.; vice president, chief legal officer and chief
operating officer of Franklin Investment Advisory Services,
Inc.; and officer of 57 of the investment companies in the
Franklin Templeton Group of Funds. Age 49.
MARK G. HOLOWESKO President and chief investment officer of Templeton Global
Vice President since 1989 Advisors Limited; executive vice president and director
of Templeton Worldwide, Inc.; formerly, investment
administrator with RoyWest Trust Corporation (Bahamas)
Limited (1984-1985); and officer of 23 of the investment
companies in the Franklin Templeton Group of Funds.
Age 37.
12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with the Fund During Past Five Years and Age
- ------------------------------ ----------------------------------------------------------------
<S> <C>
MARTIN L. FLANAGAN Senior vice president and chief financial officer of Franklin
Vice President since 1989 Resources, Inc.; director and executive vice president of
Templeton Worldwide, Inc.; director, executive vice president
and chief operating officer of Templeton Investment Counsel,
Inc.; senior vice president and treasurer of Franklin Advisers,
Inc.; treasurer of Franklin Advisory Services, Inc.; treasurer
and chief financial officer of Franklin Investment Advisory
Services, Inc.; president of Franklin Templeton Services, Inc.;
senior vice president of Franklin/Templeton Investor Services,
Inc.; and officer and/or director or trustee, as the case may
be, of 57 of the investment companies in the Franklin
Templeton Group of Funds. Age 37.
JOHN R. KAY Vice president and treasurer of Templeton Worldwide, Inc.;
Vice President since 1994 assistant vice president of Franklin Templeton Distributors,
Inc.; formerly, vice president and controller of the Keystone
Group, Inc.; and officer of 27 of the investment companies in
the Franklin Templeton Group of Funds. Age 57.
ELIZABETH M. KNOBLOCK General counsel, secretary and a senior vice president of
Vice President-Compliance Templeton Investment Counsel, Inc.; senior vice president of
since 1996 Templeton Global Investors, Inc.; formerly, vice president and
associate general counsel of Kidder Peabody & Co. Inc.
(1989-1990), assistant general counsel of Gruntal & Co., Inc.
(1988), vice president and associate general counsel of
Shearson Lehman Hutton Inc. (1988), vice president and
assistant general counsel of E.F. Hutton & Co. Inc.
(1986-1988), and special counsel of the Division of Investment
Management of the U.S. Securities and Exchange
Commission (1984-1986); and officer of 23 of the investment
companies in the Franklin Templeton Group of Funds.
Age 42.
BARBARA J. GREEN Senior vice president of Templeton Worldwide, Inc.; senior
Secretary since 1996 vice president of Templeton Global Investors, Inc.; formerly,
deputy director of the Division of Investment Management,
executive assistant and senior advisor to the chairman,
counsellor to the chairman, special counsel and attorney
fellow, U.S. Securities and Exchange Commission (1986-1995),
attorney, Rogers & Wells, and judicial clerk, U.S. District
Court (District of Massachusetts); and secretary of 23 of the
investment companies in the Franklin Templeton Group of
Funds. Age 50.
13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with the Fund During Past Five Years and Age
- ------------------------- --------------------------------------------------------------
<S> <C>
JAMES R. BAIO Certified public accountant; treasurer of Franklin Mutual
Treasurer since 1994 Advisers, Inc.; senior vice president of Templeton Worldwide,
Inc., Templeton Global Investors, Inc. and Templeton Funds
Trust Company; formerly, senior tax manager with Ernst &
Young (certified public accountants) (1977-1989); and
treasurer of 24 of the investment companies in the Franklin
Templeton Group of Funds. Age 43.
</TABLE>
2. RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS:
How is an independent auditor selected?
The Board has a standing Audit Committee consisting of Messrs. Galbraith,
Hines and Millsaps, all of whom are Independent Directors. The Audit
Committee reviews generally the maintenance of the Fund's records and the
safekeeping arrangements of the Fund's custodian, reviews both the audit
and non-audit work of the Fund's independent auditors, and submits a
recommendation to the Board as to the selection of an independent auditor.
Which independent auditor did the Board of Directors select?
For the current fiscal year, the Board selected as auditors the firm of
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017.
McGladrey & Pullen, LLP has been the auditors of the Fund since its
inception in 1994, and has examined and reported on the fiscal year-end
financial statements dated August 31, 1997, and certain related Securities
and Exchange Commission filings. Neither the firm of McGladrey & Pullen,
LLP nor any of its members have any material direct or indirect financial
interest in the Fund.
Representatives of McGladrey & Pullen, LLP are not expected to be present
at the Meeting, but have been given the opportunity to make a statement if
they wish, and will be available should any matter arise requiring their
presence.
14
<PAGE>
3. OTHER BUSINESS:
The Directors know of no other business to be presented at the Meeting.
However, if any additional matters should be properly presented, proxies
will be voted as specified. Proxies reflecting no specification will be
voted in accordance with the judgment of the persons named in the proxy.
- INFORMATION ABOUT THE FUND
The Fund's last audited financial statements and annual report, dated
August 31, 1997, are available free of charge. To obtain a copy, please
call 1-800/DIAL BEN or forward a written request to Franklin/Templeton
Investor Services, Inc., P.O. Box 33030, St. Petersburg,
Florida 33733-8030.
As of December 19, 1997, the Fund had 16,750,572 shares outstanding and net
assets of $258,326,651. The Fund's shares are listed on the NYSE (symbol:
EMF) and on the Pacific Exchange. 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 Fund's management, as of December 19, 1997, there are
no other entities holding beneficially or of record more than 5% of the
Fund's outstanding shares.
In addition, to the knowledge of the Fund's management, as of December 19,
1997, no nominee or Director of the Fund owned 1% or more of the
outstanding shares of the Fund, and the Officers and Directors of the Fund
owned, as a group, less than 1% of the outstanding shares of the Fund.
Section 16(a) Beneficial Ownership Reporting Compliance. U.S. securities
laws require that the Fund's shareholders owning more than 10% of
outstanding shares, Directors and Officers, as well as affiliated persons
of its investment manager, report their ownership of the Fund's shares and
any changes in that ownership. During the fiscal year ended August 31,
1997, the filing dates for these reports were met. In making this
disclosure, the Fund relied upon the written representations of the persons
affected and copies of their relevant filings.
The Investment Manager. The investment manager of the Fund is Templeton
Asset Management Ltd.--Hong Kong Branch ("Templeton (Hong Kong)"), a
Singapore company with a branch office at Two Exchange Square, Hong Kong.
Pursuant to an investment
15
<PAGE>
management agreement dated October 30, 1992, and last amended and restated
as of November 23, 1995, Templeton (Hong Kong) manages the investment and
reinvestment of Fund assets. Templeton (Hong Kong) is an indirect,
wholly-owned subsidiary of Resources.
The Fund Administrator. The administrator of the Fund is Franklin Templeton
Services, Inc. ("FT Services"), 777 Mariners Island Blvd., San Mateo,
California 94403-7777. FT Services is an indirect, wholly-owned subsidiary
of Resources. Pursuant to an administration agreement dated October 1,
1996, FT Services performs certain administrative functions for the Fund.
The Transfer Agent. The transfer agent, registrar and dividend disbursement
agent for the Fund is ChaseMellon Shareholder Services, L.L.C., 120
Broadway, New York, New York 10271, pursuant to a service agreement dated
January 2, 1992.
The Custodian. The custodian for the Fund is The Chase Manhattan Bank, 1
Chase Manhattan Plaza, New York, New York 10081, pursuant to a custody
agreement dated February 1, 1987, and amended May 10, 1996.
- FURTHER INFORMATION ABOUT VOTING AND
THE SHAREHOLDERS MEETING:
Solicitation of Proxies. The cost of soliciting proxies, including the fees
of a proxy soliciting agent, are borne by the Fund. The Fund reimburses
brokerage firms and others for their expenses in forwarding proxy material
to the beneficial owners and soliciting them to execute proxies. The Fund
does not reimburse Directors and Officers of the Fund, and regular
employees of the investment manager involved in the solicitation of
proxies.
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 and clients will request voting instructions from their customers
and clients. If these instructions are not received
by the date specified in the broker-dealer firms' proxy solicitation
materials, the Fund understands that the NYSE permits the broker-dealers to
vote on behalf of their customers and clients.
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Quorum. A majority 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.
Methods of Tabulation. Proposal 1, the election of Directors, requires the
affirmative vote of the holders of a plurality of the Fund's shares present
and voting at the Meeting. Proposal 2, ratification of the selection of the
independent auditors, requires the affirmative vote of a majority of the
Fund's shares present and voting at the Meeting. Proposal 3, the
transaction of any other business, is expected to require the affirmative
vote of a majority of the Fund's shares present and voting 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
Proposals 1, 2 and 3.
Simultaneous Meetings. The Meeting is to be held at the same time as the
meetings of Shareholders of Templeton Global Income Fund, Inc., Templeton
Global Governments Income Trust, Templeton China World Fund, Inc., and
Templeton Emerging Markets Income Fund, Inc. It is anticipated that all
meetings will be held simultaneously. If any shareholder at the Meeting
objects to the holding of a simultaneous meeting and moves for an
adjournment of the Meeting to a time promptly after the simultaneous
meeting, the persons named as proxies will vote in favor of such
adjournment.
Adjournment. If a sufficient number of votes in favor of the proposals
contained in the Notice of Annual Meeting and Proxy Statement is not received
by the time scheduled for the Meeting, the persons named in the proxy may
propose one or more adjournments of the Meeting to a date not more than 120
days after the original record date to permit further solicitation of proxies
with respect to any such proposals. Any proposed adjournment requires the
affirmative vote of a majority of shares present at the Meeting. Abstentions
and broker non-votes will not be voted for or against any adjournment to
permit further solicitation of proxies. Proxies will be voted as specified.
Those proxies reflecting no specification will be voted in accordance with
the judgment of the persons named in the proxy.
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<PAGE>
Shareholder Proposals. The Fund anticipates that its next annual meeting
will be held in February, 1999. Shareholder proposals to be presented at
the next annual meeting must be received at the Fund's offices, 500 E.
Broward Blvd., Ft. Lauderdale, Florida 33394-3091,
no later than September 8, 1998.
By order of the Board of Directors,
Barbara J. Green,
Secretary
January 5, 1998
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<PAGE>
APPENDIX A
TEMPLETON EMERGING MARKETS FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 17, 1998
PLEASE VOTE PROMPTLY
This Proxy is Solicited on behalf of the Board of Directors
The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO, and JOHN R.
KAY, and each of them, with full power of substitution, as proxies to vote for
and in the name, place and stead of the undersigned at the Annual Meeting of
Shareholders of Templeton Emerging Markets Fund, Inc.(the "Fund") to be held at
the Fund's offices, 500 East Broward Blvd., Ft. Lauderdale, Florida 33394-3091,
on Tuesday, February 17, 1998 at 10:00 A.M., EST, and at any adjournment
thereof, according to the number of votes and as fully as if personally present.
This Proxy when properly executed will be voted in the manner (or not voted) as
specified. If no specification is made, the Proxy will be voted FOR all nominees
for Director in Proposal 1, and in favor of Proposal 2, and within the
discretion of the Proxyholders as to Proposal 3.
Please date this Proxy and sign exactly as your name appears hereon. If more
than one owner is registered as such, all must sign. If signing as attorney,
executor, trustee or any other representative capacity, or as a corporate
officer, please give full title.
(Continued, and to be signed on the other side)
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
[X] PLEASE MARK YOUR
BALLOT AS INDICATED
IN THIS EXAMPLE.
The Board of Directors Recommends a vote FOR Proposals 1 through 3. Proposal 2--Ratification of the FOR AGAINST ABSTAIN
selection of McGladrey & Pullen, [ ] [ ] [ ]
Proposal 1 -- Election of Directors LLP as independent auditors for the
FOR all nominees WITHHOLD Fund for the fiscal year ending
listed (except as AUTHORITY August 31, 1998.
Nominees: marked to the right) to vote for all
Harmon E. Burns, nominees listed
Andrew H. Hines, Jr., and [ ] [ ]
Charles B. Johnson.
To withhold authority to vote for any Proposal 3--In their discretion, the FOR AGAINST ABSTAIN
individual nominee, write that nominee's Proxyholders are authorized to vote [ ] [ ] [ ]
name on the line below. upon such other matters which may
legally come before the Meeting or
________________________________________ any adjournments thereof.
I PLAN TO ATTEND
THE MEETING [ ]
Date: _____________
Please make sure to sign and date this Proxy using black or blue ink.
_____________________________________________________________________
_____________________________________________________________________
Shareholder sign in the box above.
_____________________________________________________________________
_____________________________________________________________________
Co-Owner (if any) sign in the box avove
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PLEASE DETACH AT PERFORATION
</TABLE>
TEMPLETON EMERGING MARKETS FUND, INC.
- --------------------------------------------------------------------------------
IMPORTANT
PLEASE SEND IN YOUR PROXY ... TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
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