SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
Templeton Emerging Markets Appreciation Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Templeton Emerging Markets Appreciation Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2)
$500 per each party to the controversy pursuant
to Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and O-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identifying the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 26, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Templeton
Emerging Markets Appreciation Fund, Inc. (the "Fund") will be held at the Fund's
offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628 on Wednesday,
July 26, 1995 at 10:00 A.M. (Eastern Daylight Time) for the following purposes:
I. To elect a Board of Directors of the Fund to hold office for the terms
specified and until their successors are elected and qualified.
II. To ratify or reject the selection of McGladrey & Pullen, LLP as
independent public accountants of the Fund for the fiscal year ending
March 31, 1996.
III. To transact such other business as may properly come before the Annual
Meeting.
Every Shareholder of record as of the close of business on June 7, 1995 will
be entitled to vote.
By Order of the Board of Directors,
Thomas M. Mistele, Secretary
June 10, 1995
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE
RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
<PAGE>
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628
-------------------
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and Notice of Annual Meeting with accompanying form of
proxy are being mailed to Shareholders of Templeton Emerging Markets
Appreciation Fund, Inc. (the "Fund") on or about June 10, 1995. THEY ARE BEING
FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE DIRECTORS OF THE
FUND FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS ON JULY 26, 1995, OR ANY
ADJOURNMENT THEREOF. The Annual Report to Shareholders for the fiscal year ended
March 31, 1995, including audited financial statements, accompanies this Proxy
Statement. Additional copies will be provided without charge upon request. Such
requests should be addressed to Franklin Templeton Investor Services, Inc., P.O.
Box 33030, St. Petersburg, FL 33733-8030, or telephone (800) 292-9293.
Proxies given by Shareholders for use at the Annual Meeting may be revoked
at any time prior to their use. In addition to revocation in any other manner
permitted by law, Shareholders giving a proxy may revoke the proxy by an
instrument in writing executed by the Shareholder or by his attorney authorized
in writing or, if the Shareholder is a corporation, under its corporate seal, by
an officer or attorney thereof duly authorized, and deposited either at the
office of the Fund at any time up to and including the last business day
preceding the day of the Annual Meeting, or any adjournment thereof, or with the
chairman of such Annual Meeting on the day of the Annual Meeting or adjournment
thereof.
The cost of soliciting proxies in the accompanying form, including the fees
of a proxy soliciting agent, will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Directors, officers and
regular employees and agents of the Fund without compensation therefor. The Fund
will reimburse brokerage firms and others for their expenses in forwarding proxy
material to the beneficial owners and soliciting them to execute the proxies.
As of March 31, 1995, there were 4,233,248 Fund Shares outstanding. Each
Share of record as of the close of business on June 7, 1995 will be entitled to
one vote on all matters presented at the Annual Meeting.
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 Fund's knowledge, there are no other entities
holding beneficially or of record more than 5% of the Fund's outstanding shares.
As of March 31, 1995, the Fund had net assets of $51,022,030.
Shareholder proposals to be presented at the annual meeting in July, 1996
must be received at the Fund's office, 700 Central Avenue, St. Petersburg,
Florida 33701-3628, no later than February 28, 1996.
1
<PAGE>
GENERAL INFORMATION
The Investment Manager of the Fund is Templeton Investment Management (Hong
Kong) Limited ("Templeton (Hong Kong)" or the "Investment Manager"), a Hong Kong
company with offices located at Two Exchange Square, Hong Kong. Pursuant to an
Investment Management Agreement dated April 29, 1994, the Investment Manager
manages the investment and reinvestment of Fund resources. The Investment
Manager has entered into a sub-advisory agreement with Templeton Investment
Counsel, Inc. ("TICI"), 500 E. Broward Blvd., Suite 1400, Ft. Lauderdale, FL
33394, pursuant to which TICI, acting through its Templeton Global Bond Managers
division, has been delegated the responsibility for managing the debt component
of the Fund's portfolio. The Investment Manager and TICI are indirect
wholly-owned subsidiaries of Franklin Resources, Inc. ("Franklin"), a publicly
owned holding company, the principal shareholders of which are Charles B.
Johnson and Rupert H. Johnson, Jr., who own approximately 20% and 16%,
respectively, of Franklin's outstanding shares. Franklin is primarily engaged,
through various subsidiaries, in providing investment management, share
distribution, transfer agent and administrative services to a family of
investment companies.
Templeton Global Investors, Inc. (the "Business Manager"), Broward Financial
Center, Suite 2100, Ft. Lauderdale, Florida 33394-3091, an indirect wholly-owned
subsidiary of Franklin, performs certain administrative functions for the Fund
pursuant to a Business Management Agreement. In addition, the Business Manager
and the Fund have entered into a Sub-Administration Agreement with Princeton
Administrators, L.P. (the "Sub-Administrator), pursuant to which the Sub-
Administrator performs, subject to the Business Manager's supervision, various
administrative functions for the Fund. The Sub-Administrator is an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, an initial underwriter of
the Fund's Shares, and its address is P.O. Box 9011, Princeton, N.J. 08543. The
Fund also has a Shareholder Servicing Agreement with PaineWebber Incorporated
(the "Shareholder Servicing Agent"), an affiliate of an initial underwriter of
the Fund's shares, pursuant to which the Shareholder Servicing Agent provides
services to the Fund. Such services include providing statistical information
and analysis, ongoing efforts to publicize the Fund's Shares and making
information available to investors.
I. ELECTION OF DIRECTORS
The Board of Directors of the Fund is divided into three classes, each class
having a term of three years. Each year the term of office of one class will
expire. Hasso-G von Diergardt-Naglo, Harris J. Ashton, S. Joseph Fortunato and
Nicholas F. Brady have been nominated for three-year terms to expire at the 1998
Annual Meeting of Shareholders; Andrew H. Hines, Jr., Martin L. Flanagan, F.
Bruce Clarke and Charles B. Johnson have been nominated for two-year terms to
expire at the 1997 Annual Meeting of Shareholders; and Rupert H. Johnson, Jr.,
John Wm. Galbraith, Betty P. Krahmer, Fred R. Millsaps and Gordon S. Macklin
have been nominated for one-year terms to expire at the 1996 Annual Meeting of
Shareholders; and such terms to continue until their respective successors are
duly elected and qualified. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement. If any of the
2
<PAGE>
nominees should not be available, the persons named in the proxy will vote in
their discretion for another person or other persons who may be nominated as
Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) for the election of the nominees
named below. All of the nominees are currently members of the Board of Directors
of the Fund. In addition, all of the nominees are also directors or trustees of
other Templeton Funds for which the Investment Manager and/or its affiliates act
as investment manager.
The following table provides information concerning each nominee for
election as a Director:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MAY 15, 1995
- ------------------------- ------------------------------------ -------- -------------------
NOMINEES TO SERVE UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS:
<S> <C> <C> <C>
HARRIS J. ASHTON Chairman of the Board, president, 1994 -0-
Metro Center, 1 Station and chief executive officer of
Place General Host Corporation (nursery
Stamford, Connecticut and craft centers); director of
Director RBC Holdings Inc. (a bank holding
company) and Bar-S Foods. Age 62.
NICHOLAS F. BRADY* A director or trustee of other 1994 -0-
102 East Dover Street Templeton Funds; Chairman,
Easton, Maryland Templeton Emerging Markets
Director Investment Trust PLC; Chairman,
Templeton Latin American
Investment Trust PLC; Chairman and
president of Darby Overseas
Investments, Ltd. (an investment
firm), (1994-present); director of
the H. J. Heinz Company, Amerada
Hess Corporation, Capital
Cities/ABC, Inc. and the
Christiana Companies; Secretary of
the United States Department of
the Treasury (1988-January 1993);
chairman of the board of Dillon,
Read & Co. Inc. (investment
banking) prior thereto. Age 65.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1994 -0-
200 Campus Drive Hardin, Kipp & Szuch; director of
Florham Park, New Jersey General Host Corporation (nursery
Director and craft centers). Age 62.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MAY 15, 1995
- ------------------------- ------------------------------------ -------- -------------------
<S> <C> <C> <C>
HASSO-G VON Farmer; president of Clairhaven 1994 -0-
DIERGARDT-NAGLO Investments, Ltd. and other
R.R. 3 private investment companies. Age
Stouffville, Ontario 78.
Director
NOMINEES TO SERVE UNTIL 1997 ANNUAL MEETING OF SHAREHOLDERS:
F. BRUCE CLARKE Retired; former credit adviser, 1994 -0-
19 Vista View Blvd. National Bank of Canada, Toronto.
Thornhill, Ontario Age 85.
Director
MARTIN L. FLANAGAN* Senior vice president, treasurer and 1994 -0-
777 Mariners Island Blvd. chief financial officer of
San Mateo, California Franklin Resources, Inc.; director
Director and Vice and executive vice president of
President Templeton Investment Counsel, Inc.
and director, president and chief
executive officer of Templeton
Global Investors, Inc.; director
or trustee and president or vice
president of the Templeton Funds;
accountant, Arthur Andersen &
Company (1982-1983); member of the
International Society of Financial
Analysts and the American
Institute of Certified Public
Accountants. Age 34.
ANDREW H. HINES, JR. Consultant, Triangle Consulting 1994 1000(**)
150 2nd Avenue N. Group;
St. Petersburg, Florida chairman of the board and chief
Director executive officer of Florida
Progress
Corporation (1982-February 1990)
and director of various of its
subsidiaries; chairman and
director
of Precise Power Corporation;
Executive-In-Residence of Eckerd
College (1991-present); director
of Checkers Drive-In Restaurants,
Inc. Age 72.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MAY 15, 1995
- ------------------------- ------------------------------------ -------- -------------------
<S> <C> <C> <C>
CHARLES B. JOHNSON* President, chief executive officer, 1995 -0-
777 Mariners Island Blvd. and director, Franklin Resources,
San Mateo, CA Inc.; chairman of the board and
Chairman of the Board director of Franklin Templeton
and Vice President Distributors, Inc. and Franklin
Advisers, Inc.; director, Franklin
Administrative Services, Inc.,
Franklin/Templeton Investor
Services, Inc., General Host
Corporation (nursery and craft
centers) and Templeton Global
Investors, Inc.; and director,
officer and/trustee of other
Templeton Funds; and officer and
director, trustee or managing
partner, as the case may be, of
most other subsidiaries of
Franklin and of most of the
investment companies in the
Franklin Group of Funds. Age 62.
NOMINEES TO SERVE UNTIL 1996 ANNUAL MEETING OF SHAREHOLDERS:
JOHN Wm. GALBRAITH President, Galbraith Properties, 1995 -0-
360 Central Avenue Inc. (personal investment
St. Petersburg, FL company); Director, Gulfwest
Director Banks, Inc. (bank holding company)
(1995-present) and Mercantile
Bank, St. Petersburg, FL
(1991-present); Chairman, Florida
International Museum, Inc.
(1992-present); Trustee, Eckerd
College (1983-present); Vice
Chairman, Templeton, Galbraith &
Hansberger, Ltd. (1986-1992);
Chairman, Templeton Funds
Management, Inc. (1974-1991);
Director/Trustee, various
Templeton Funds (1978-1992). Age
73.
BETTY P. KRAHMER Director or trustee of various civic 1994 1,000(**)
2201 Kentmere Parkway associations; former economic
Wilmington, Delaware analyst, U.S. Government. Age 65.
Director
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AND %
OF TOTAL
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE ON MAY 15, 1995
- ------------------------- ------------------------------------ -------- -------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River Corporation 1994 -0-
8212 Burning Tree Road (information services); director
Bethesda, Maryland of Fund America Enterprises
Director Holdings, Inc., Lockheed Martin
Corporation, MCI Communications
Corporation, Fusion Systems
Corporation and Medimmune, Inc.;
formerly, chairman of Hambrecht
and Quist Group; director of H&Q
Healthcare Investors; president of
the National Association of
Securities Dealers, Inc. Age 67.
RUPERT H. JOHNSON, JR.* Executive Vice President and 1994 -0-
777 Mariners Island Blvd. Director, Franklin Resources, Inc.
San Mateo, CA and Franklin Templeton
Director Distributors, Inc.; President and
Director, Franklin Advisers, Inc.;
Director, Franklin Templeton
Investor Services, Inc.; and
officer and/or director, trustee
or managing general partner, as
the case may be, of most other
subsidiaries of Franklin
Resources, Inc. and of 43 of the
investment companies in the
Franklin Templeton Group of Funds.
Age 54
FRED R. MILLSAPS Manager of personal investments 1994 -0-
2665 NE 37th Drive (1978-present); chairman and chief
Fort Lauderdale, Florida executive officer of Landmark
Director Banking Corporation (1969-1978);
financial vice president of
Florida Power and Light
(1965-1969); vice president of
Federal Reserve Bank of Atlanta
(1958-1965); director of various
other business and nonprofit
organizations. Age 66.
</TABLE>
- ------------
*Messrs. Charles B. Johnson, Rupert H. Johnson, Jr., Flanagan and Brady are
"interested persons" of the Fund as that term is defined in the Investment
Company Act of 1940 (the "1940 Act"). Mr. Brady and Franklin Resources, Inc.
are limited partners of Darby Overseas Partners, L.P. ("Darby Overseas"). Mr.
Brady established Darby Overseas in February, 1994, and is Chairman and a
shareholder of the corporate general partner of Darby Overseas. In addition,
Darby Overseas and Templeton, Galbraith & Hansberger, Ltd. are limited
partners of Darby Emerging Markets Fund, L.P. Mrs. Krahmer and Messrs. Clarke,
von Diergardt-Naglo, Hines, Millsaps, Galbraith, Ashton, Macklin and Fortunato
are not "interested persons" of the Fund.
**Less than 0.01%.
6
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
Each fund in the Templeton Family of Funds pays its independent
directors/trustees and Mr. Brady an annual retainer and/or fees for attendance
at board and committee meetings, the amount of which is based on the level of
assets in the fund. Accordingly, the Fund pays the Independent Directors and Mr.
Brady an annual retainer of $100 and no additional fees for attending meetings
of the Board. Committee members receive an additional annual fee of $2,000, pro
rated among the funds on whose committees they serve. Directors are reimbursed
for any expenses incurred in attending meetings, paid pro rata by each Franklin
Templeton Fund in which they serve. The direct aggregate and total remuneration
(including reimbursements of such expenses) paid to all Directors as a group for
the fiscal period ended March 31, 1995, under the Director compensation
arrangement then in effect, was $73,660. Templeton (Hong Kong) and its
affiliates pay the salaries and expenses of the Fund's officers. No pension or
retirement benefits are accrued as part of Fund expenses.
The following table shows the total compensation paid to the Directors by
the Fund and by all investment companies in the Franklin Templeton Group for the
fiscal year ended March 31, 1995:
<TABLE>
<CAPTION>
NUMBER OF FRANKLIN TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION TEMPLETON FUND BOARDS ON ALL FUNDS IN FRANKLIN
NAME OF DIRECTOR FROM THE FUND WHICH DIRECTOR SERVES TEMPLETON GROUP
- ----------------------- ---------------------- ------------------------ -----------------------
<S> <C> <C> <C>
Harris J. Ashton....... $7,200 54 $ 324,800
E. Bruce Clarke........ 7,200 23 90,550
Andrew H. Hines, Jr.... 7,200 23 104,250
Hasso-G Von
Diergardt-Naglo...... 7,200 19 78,550
Betty P. Krahmer....... 7,200 23 78,550
Fred R. Millsaps....... 7,200 23 104,250
S. Joseph Fortunato.... 7,200 56 340,940
Gordon S. Macklin...... 7,200 51 311,920
John Wm. Galbraith..... 0 22 0
Nicholas F. Brady...... 7,200 23 92,250
</TABLE>
Certain officers of the Fund are shareholders of Franklin Resources, Inc.
and may be deemed to receive indirect remuneration by virtue of their
participation in the management fees and other fees received by Templeton (Hong
Kong) and its affiliates from the Templeton Funds.
Mr. Charles B. Johnson and Mr. Rupert H. Johnson, Jr. are brothers.
Under the securities laws of the United States, the Fund's Directors, its
officers, and any persons holding more than ten percent of the Fund's common
stock, as well as affiliated persons of the Investment Manager, are required to
report their ownership of the Fund's common stock and any changes in that
ownership to the Securities and Exchange Commission and the New York Stock
Exchange. Specific due dates for these reports have been established and the
Fund is required to report in this Proxy Statement any failure to file by these
dates during the fiscal period ended March 31, 1995. All of these filing
requirements were satisfied except the Initial Statements of Beneficial
Ownership of Securities filed on behalf of the Investment Manager and certain of
its affiliates, which were inadvertently filed late. In making these statements,
the Fund has relied on the written
7
<PAGE>
representations of the persons affected and copies of the reports that they have
filed with the Commission.
The Fund has a standing Audit Committee presently consisting of Messrs.
Clarke, Millsaps and Hines all of whom are members of the Board of Directors and
noninterested persons of the Fund. The Audit Committee reviews both the audit
and nonaudit work of the Fund's independent public accountants, submits a
recommendation to the Board of Directors as to the selection of independent
public accountants, and reviews generally the maintenance of the Fund's records
and the safekeeping arrangements of the Fund's custodians. The Board has
established a Nominating and Compensation Committee consisting of Messrs.
Macklin and Hines. The Nominating and Compensation Committee is responsible for
the selection, nomination for appointment and election of candidates to serve as
Independent Directors of the Fund. The Nominating and Compensation Committee is
prepared to review nominations from Shareholders to fill vacancies on the Board
in written communications addressed to the Committee at the Fund's headquarters,
although the Committee expects to be able to identify from its own resources an
ample number of qualified candidates.
During the fiscal period ended March 31, 1995, there were four meetings of
the Board of Directors 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 of Directors held throughout the year.
There was 100% attendance at the meeting of the Nominating and Compensation
Committee.
As of May 15, 1995, the Directors and officers of the Fund as a group owned
2,000 shares or less than 1% of the Fund's outstanding shares.
8
<PAGE>
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. The executive officers are:
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH FUND DURING THE PAST FIVE YEARS AND AGE
- --------------------------- ----------------------------------
J. MARK MOBIUS............. Portfolio manager for various
Two Exchange Square Templeton advisory affiliates;
Hong Kong managing director of Templeton
President since 1994 Investment Management (Hong
Kong) Limited; president of
International Investment Trust
Company Limited (investment
manager of Taiwan R.O.C. Fund)
(1986-1987); director of Vickers
da Costa, Hong Kong (1983-1986).
Age 58
MARK G. HOLOWESKO.......... President and director of
Lyford Cay Templeton, Galbraith &
Nassau, Bahamas Hansberger Ltd.; director of
Vice President Since global equity research for
1994 Templeton Worldwide, Inc.;
president or vice president of
other Templeton Funds;
investment administrator with
Roy West Trust Corporation
(Bahamas) Limited (1984-1985).
Age 35.
SAMUEL J. FORESTER, JR..... President of the Templeton Global
500 East Broward Blvd. Bond Managers Division of
Fort Lauderdale, Florida Templeton Investment Counsel,
Vice President since Inc.; president or vice
1994 president of other Templeton
Funds; founder and partner of
Forester, Hairston Investment
Management (1989-1990); managing
director (Mid-East Region) of
Merrill Lynch, Pierce, Fenner &
Smith Inc. (1987-1988); advisor
for Saudi Arabian Monetary
Agency (1982-87). Age 46.
9
<PAGE>
NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH FUND DURING THE PAST FIVE YEARS AND AGE
- --------------------------- ----------------------------------
JOHN R. KAY................ Vice president of the Templeton
500 East Broward Blvd. Funds; vice president and
Fort Lauderdale, Florida treasurer of Templeton Global
Vice President since Investors, Inc. and Templeton
1994 Worldwide, Inc.; assistant vice
president of Franklin Templeton
Distributors, Inc.; formerly,
vice president and controller of
the Keystone Group, Inc. Age 54.
THOMAS M. MISTELE.......... Senior vice president of Templeton
700 Central Avenue Global Investors, Inc.;
St. Petersburg, Florida president of Templeton Funds
Secretary since 1994 Trust Company; vice president of
Franklin Templeton Distributors,
Inc.; secretary of the Templeton
Funds; attorney, Dechert Price &
Rhoads (1985-1988) and Freehill,
Hollingdale & Page (1988);
judicial clerk, U.S. District
Court (Eastern District of
Virginia) (1984-1985). Age 41.
JAMES R. BAIO.............. Certified public accountant;
500 East Broward Blvd. treasurer of the Templeton
Fort Lauderdale, Florida Funds; senior vice president of
Treasurer since 1994 Templeton Worldwide, Inc.,
Templeton Global Investors,
Inc., and Templeton Funds Trust
Company; formerly, senior tax
manager of Ernst & Young
(certified public accountants)
(1977-1989). Age 40.
II. RATIFICATION OR REJECTION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017, have
been the independent public accountants for the Fund since its inception and
have examined the Fund's financial statements for the fiscal period ended March
31, 1995, and in connection therewith have reported on the financial statements
of the Fund and reviewed certain filings of the Fund with the Securities and
Exchange Commission. At a meeting held on May 25, 1995, upon recommendation of
the Audit Committee, the Board of Directors, including a majority of those
Directors who are not interested persons of the Fund, selected McGladrey &
Pullen, LLP as independent public accountants for the Fund for the fiscal year
ending March 31, 1996, subject to ratification by the Shareholders at the Annual
Meeting.
10
<PAGE>
The Fund is advised that neither the firm of McGladrey & Pullen, LLP nor any
of its members has any material direct or indirect financial interest in the
Fund. Representatives of McGladrey & Pullen, LLP are not expected to be present
at the Annual Meeting, but have been given the opportunity to make a statement
if they so desire, and will be available should any matter arise requiring their
presence.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF RATIFYING THE
SELECTION OF MCGLADREY & PULLEN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND FOR THE FISCAL YEAR ENDING MARCH 31, 1996.
III. OTHER BUSINESS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. If any additional matters should be properly presented, it is
intended that the enclosed proxy will be voted in accordance with the judgment
of the persons named in the proxy.
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Annual Meeting and Proxy Statement are not received by the time
scheduled for the Annual Meeting, the persons named as proxies may move one or
more adjournments of the Annual Meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the Shares present at the Annual Meeting.
The persons named as proxies will vote in favor of such adjournment those Shares
which they are entitled to vote which have voted in favor of such proposals.
They will vote against any such adjournment those proxies required to be voted
against such proposal.
VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Annual Meeting. The
election of Directors, as set forth in Proposal I, will require the vote of the
holders of a plurality of the Fund's Shares present at the Annual Meeting.
Ratification of the selection of the independent public accountants, as set
forth in Proposal II, will require the vote of the holders of a majority of the
Fund's Shares present at the Annual Meeting.
If the accompanying form of proxy is executed properly and returned, Shares
represented by it will be voted at the meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, Shares
will be voted for the election of the Directors named in Proposal I and in favor
of Proposal II. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" will be
treated as Shares that are present but which have not been voted. For this
reason abstentions and broker "non-votes" will have the effect of "no" votes for
purposes of obtaining approval of Proposal I and Proposal II.
11
<PAGE>
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors,
Thomas M. Mistele, Secretary
June 10, 1995
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TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, JULY 26, 1995
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS M. MISTELE and JACK L. COLLINS, 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 Share-
holders of Templeton Emerging Markets Appreciation Fund, Inc. (the "Fund"),
to be held at the Fund's offices, 700 Central Avenue, St. Petersburg, Florida
33701-3628 on Wednesday, July 26, 1995 at 10:00 a.m. EDT, and 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 Item 1, and within the discretion of the Proxy-
holders as to Item 2, and within the discretion of the Proxyholders as to
Item 3.
- ----------------------------------------------------- --------, 1995
SIGNATURE(S) DATE
Please sign 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 on other side)
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Please mark boxes ____ or _X_ in blue or black ink.
I plan to
attend meeting
_______
The Board of Directors Recommends a vote FOR items 1 and 3.
Item 1-Election of Directors
FOR all nominees WITHHOLD Nominees: Rupert H. Johnson, Jr.,
listed (except as AUTHORITY Andrew H. Hines, Jr.,Martin L.
marked below) to vote for Flanagan, F. Bruce Clarke,Charles B.
all nominees Johnson, John Wm.Galbraith, Betty P.
listed Krahmer, Fred R. Millsaps, Gordon S.
Macklin, Hasso-G von Diergardt-Naglo,
Harris J. Ashton, S. Joseph Fortunato,
-------- -------- and Nicholas F. Brady.
To withhold authority to vote for any
individual nominee, write that
nominee's names on the line below.
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Item 2-Ratification of the selection Item 3-In their discretion, the
of McGladrey & Pullen, LLP, as Proxyholders are authorized to
independent public accountants for vote on any such other matters
the Fund for the fiscal year ending which may legally come before the
March 31, 1996. Meeting and any adjournment
thereof.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
___ ____ ____ ___ ____ ____
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
FOLD AND DETACH HERE
