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
/ / 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 APPRECIATION FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / $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 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>
[GRAPHIC OMITTED]
TEMPLETON EMERGING MARKETS APPRECIATION 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 1.
We urge you to review the proxy statement carefully. 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 APPRECIATION FUND, INC.
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Emerging Markets
Appreciation Fund, Inc. (the "Fund") will be held at 500 E. Broward Boulevard,
12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, September 23, 1997
at 10:00 A.M. (EDT).
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 March 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
August 4, 1997
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 APPRECIATION FUND, INC.
PROXY STATEMENT
- INFORMATION ABOUT VOTING:
Who is eligible to vote?
Shareholders of record at the close of business on June 27, 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 August 4, 1997.
On what issues am I being asked to vote?
You are being asked to vote on three proposals:
1. The election of five 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 March 31,
1998; and
3. The transaction of any other business that may properly come before the
Meeting.
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.
1
<PAGE>
How do I ensure that my vote is accurately recorded?
You may attend the Meeting and vote in person or you may complete and
return the attached proxy. Proxies that are properly signed, dated and
received by the close of business on Monday, September 22, 1997 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.
- THE PROPOSALS:
1. ELECTION OF DIRECTORS:
How are nominees selected?
The Board of Directors of the Fund (the "Board") has a standing Nominating
and Compensation Committee (the "Committee") consisting of Andrew H. Hines,
Jr. 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.
2
<PAGE>
Who are the nominees and Directors?
The Board is divided into three classes and each year the term of office of
one class expires. Martin L. Flanagan, Andrew H. Hines, Jr., Charles B.
Johnson, and Edith E. Holiday have been nominated for three-year terms, set
to expire at the 2000 Annual Meeting of shareholders. Frank J. Crothers has
been nominated for a one-year term, set to expire at the 1998 Annual Meeting
of Shareholders. These terms continue, however, until successors are duly
elected and qualified. In addition, all of the nominees, except Frank J.
Crothers, are currently members of the Board and all of the current Directors
and nominees 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
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, other than Charles B.
Johnson and Rupert H. Johnson, Jr., who are brothers.
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.
3
<PAGE>
Listed below, for each nominee and Director, is a brief description of
recent professional experience, as well as each such person's ownership of
shares of the Fund and shares of all funds in the Franklin Templeton Group
of Funds:
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- -------------------------------- --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
Nominees to serve until 2000 Annual Meeting of Shareholders:
MARTIN L. FLANAGAN* Senior vice president, treasurer and 0 2,803
Director and Vice President chief financial officer of Franklin
since 1994 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 58 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 37.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- -------------------------------- ---------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
ANDREW H. HINES, JR. Consultant for the Triangle 1,000(**) 27,488
Director since 1994 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,
as the case may be, of 24 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 74.
CHARLES B. JOHNSON* President, chief executive officer, 1,000(**) 2,086,567
Chairman of the Board since and director of Franklin Resources,
1995 and Vice President Inc.; chairman of the board and
since 1994 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., Franklin
Templeton Services, Inc., and
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 54 of the investment
companies in the Franklin
Templeton Group of Funds. Age 64.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- ------------------------ -------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
EDITH E. HOLIDAY Director (1993-present) of Amerada 0 248
Director since 1996 Hess Corporation and Hercules
Incorporated; director of Beverly
Enterprises, Inc. (1995-present) and
H.J. Heinz Company (1994-present);
chairman (1995-present) and trustee
(1993-present) of National Child
Research Center; formerly, 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, as the case may
be, of 16 of the investment
companies in the Franklin
Templeton Group of Funds. Age 45.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- --------------------------------- --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
Directors serving until 1999 Annual Meeting of Shareholders:
JOHN WM. GALBRAITH President of Galbraith Properties, 1,000(**) 2,359,596
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, as the case may
be, of 22 of the investment
companies in the Franklin
Templeton Group of Funds. Age 75.
RUPERT H. JOHNSON, JR.* Executive vice president and 0 15,384,135
Director since 1994 and Vice director of Franklin Resources, Inc.
President since 1996 and Franklin Templeton
Distributors, Inc.; president and
director of Franklin Advisers, Inc.;
senior vice president and director of
Franklin 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 58 of the investment
companies in the Franklin
Templeton Group of Funds. Age 56.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- ------------------------ --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
BETTY P. KRAHMER Director or trustee of various civic 1,000(**) 87,791
Director since 1994 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.
GORDON S. MACKLIN Chairman of White River 2,000(**) 165,409
Director since 1994 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, Inc. (home shopping) and
Spacehab, Inc. (aerospace
technology); 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, as the case may be, of 50 of
the investment companies in the
Franklin Templeton Group of
Funds. Age 69.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- ------------------------ --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
FRED R. MILLSAPS Manager of personal investments 0 495,283
Director since 1994 (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, as the case may be, of 24 of
the investment companies in the
Franklin Templeton Group of
Funds. Age 68.
Nominee to serve until 1998 Annual Meeting of Shareholders:
FRANK J. CROTHERS President and chief executive officer 0 8,700
of Atlanta Equipment & Power
Ltd.; vice chairman of Caribbean
Utilities Co., Ltd.; president of
Provo Power Corporation; director
of various other business and
non-profit organizations; and
director or trustee, as the case may
be, of 4 of the investment
companies in the Franklin
Templeton Group of Funds. Age 53.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- ------------------------ --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
Directors serving until 1998 Annual Meeting of Shareholders:
HARRIS J. ASHTON Chairman of the board, president 500(**) 270,600
Director since 1994 and chief executive officer of
General Host Corporation (nursery
and craft centers); director of RBC
Holdings Inc. (a bank holding
company) and Bar-S Foods (a meat
packing company); and director or
trustee, as the case may be, of 53 of
the investment companies in the
Franklin Templeton Group of
Funds. Age 65.
NICHOLAS F. BRADY* Chairman of Templeton Emerging 0 17,805
Director since 1994 Markets Investment Trust PLC;
chairman of Templeton Latin
America Investment Trust PLC;
chairman of Darby Overseas
Investments, Ltd. (an investment
firm) (1994-present); chairman and
director of Templeton Central and
Eastern European Investment
Company; director of the 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, as the
case may be, of 23 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 67.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned in the
Franklin
Shares Owned Templeton
Beneficially and Group of Funds
Principal Occupation % of Total (including the
Name and Offices During Past Five Outstanding on Fund) as of
with the Fund Years and Age May 31, 1997 April 18, 1997
- ------------------------ --------------------------------------- ------------------ ---------------
<S> <C> <C> <C>
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100(**) 372,998
Director since 1994 Hardin, Kipp & Szuch; director of
General Host Corporation (nursery
and craft centers); and director or
trustee, as the case may be, of 55 of
the investment companies in the
Franklin Templeton Group of
Funds. Age 65.
<FN>
- --------------------
* Nicholas F. Brady, Martin L. Flanagan, Charles B. Johnson, and Rupert H.
Johnson, Jr. 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 can comprise a fund's board of directors. Charles B.
Johnson and Rupert H. Johnson, Jr. are interested persons due to their
ownership interest in Resources. Mr. Flanagan 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 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%.
</FN>
</TABLE>
11
<PAGE>
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/trustees and Mr. Brady an annual retainer and/or
fees for attendance at board and committee meetings. This compensation is
based on the total net assets in each fund. Accordingly, the Fund pays the
Independent Directors and Mr. Brady an annual retainer of $1,000 and a fee of
$100 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. Independent Directors and Mr. Brady are reimbursed by the
Fund for any expenses incurred in attending Board and Committee meetings.
During the fiscal year ended March 31, 1997, there were five meetings of
the Board, two meetings of the Nominating and Compensation Committee, and
one meeting of the Audit Committee. Each of the Directors then in office
attended at least 75% of the total number of meetings of the Board and the
Audit Committee throughout the year. There was 100% attendance at the
meetings of the Nominating and Compensation Committee.
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, Templeton
Investment Counsel, Inc. and their affiliates. Templeton Asset Management
Ltd.--Hong Kong Branch or Templeton Investment Counsel, Inc. or its
affiliates pay the salaries and expenses of the Officers. No pension or
retirement benefits are accrued as part of Fund expenses.
12
<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 from the Franklin Templeton Group of the Franklin Templeton
Name of Director Fund* Funds on which Director Serves Group of Funds**
- -------------------------- ----------------------- -------------------------------- ------------------------
<S> <C> <C> <C>
Harris J. Ashton $1,500 53 $343,592
Andrew H. Hines, Jr. 1,602 24 130,525
F. Bruce Clarke*** 902 0 69,500
Hasso-G von
Diergardt-Naglo**** 1,150 0 66,375
Edith E. Holiday***** 700 16 15,450
Betty P. Krahmer 1,500 23 119,275
Fred R. Millsaps 1,602 24 130,525
S. Joseph Fortunato 1,500 55 360,412
Gordon S. Macklin 1,500 50 335,542
John Wm. Galbraith 1,502 22 102,475
Nicholas F. Brady 1,500 23 119,275
Frank J. Crothers 0 4 29,550
<FN>
--------------------
* For the fiscal year ended March 31, 1997.
** For the calendar year ended December 31, 1996.
*** Mr. Clarke resigned as a Director on October 20, 1996
**** Mr. von Diergardt resigned as a Director on December 31, 1996.
***** Ms. Holiday was appointed to the Board on December 3, 1996.
</FN>
</TABLE>
Who are the Executive Officers of the Fund?
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:
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with 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 1994
J. MARK MOBIUS Portfolio manager of various Templeton advisory affiliates;
President since 1994 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
60.
RUPERT H. JOHNSON, JR. See Proposal 1, "Election of Directors".
Vice President since 1996 and
Director since 1994
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with Fund During Past Five Years and Age
- -------------------------------- ------------------------------------------------------------------
<S> <C>
HARMON E. BURNS Executive vice president, secretary and director of Franklin
Vice President since 1996 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 58 of the investment companies in the
Franklin Templeton Group of Funds. Age 52.
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 58 of the investment companies in the
Franklin Templeton Group of Funds. Age 48.
MARK G. HOLOWESKO President and director of Templeton Global Advisors
Vice President since 1994 Limited; chief investment officer of global equity research for
Templeton Worldwide, Inc.; president or vice president, as the
case may be, of the Templeton Funds; formerly, investment
administrator with Roy West Trust Corporation (Bahamas)
Limited (1984-1985); and officer of 23 of the investment
companies in the Franklin Templeton Group of Funds. Age
37.
MARTIN L. FLANAGAN See Proposal 1, "Election of Directors".
Vice President and Director
since 1994
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with Fund During Past Five Years and Age
- ------------------------------------- ----------------------------------------------------------------
<S> <C>
SAMUEL J. FORESTER, JR. Vice President of 10 of the investment companies in the
Vice President since 1994 Franklin Templeton Group of Funds; formerly, president of
the Templeton Global Bond Managers Division of Templeton
Investment Counsel, Inc.; founder and partner of Forester,
Hairston Investment Management (1989-1990), managing
director (Mid-East Region) of Merrill Lynch, Pierce, Fenner
& Smith Inc. (1987-1988) and advisor for Saudi Arabian
Monetary Agency (1982-1987). Age 49.
DOUGLAS LEMPEREUR Senior vice president of the Templeton Global Bond
Vice President since 1994 Managers Division of Templeton Investment Counsel, Inc.;
formerly, securities analyst for Colonial Management
Associates (1985-1988), Standish, Ayer & Wood (1977-1985),
and The First National Bank of Chicago (1974-1977); and
officer of 3 of the investment companies in the Franklin
Templeton Group of Funds. Age 48.
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 since Templeton Investment Counsel, Inc.; senior vice president of
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.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Name and Offices Principal Occupation
with Fund During Past Five Years and Age
- ------------------------- -----------------------------------------------------------------
<S> <C>
BARBARA J. GREEN Senior vice president of Templeton Worldwide, Inc.; senior
Secretary since 1996 vice president of Templeton Global Investors, Inc., and an
officer of other subsidiaries of Templeton Worldwide, 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 49.
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 auditor, 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 auditor of the Fund since its
inception in 1994, and has examined and reported on the fiscal year-end
financial statements, dated March 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.
16
<PAGE>
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.
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 March
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 May 31, 1997, the Fund had 4,288,756 shares outstanding and assets of
$71,339,840. The Fund's shares are listed on the NYSE (symbol: TEA). 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 May 31, 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 May 31, 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 March 31, 1997,
the
17
<PAGE>
filing requirements 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 management agreement amended and restated as of November 23,
1995, Templeton (Hong Kong) manages the investment and reinvestment of Fund
assets. Templeton (Hong Kong) entered into a sub-advisory agreement, amended
and restated as of November 23, 1995, with Templeton Investment Counsel, Inc.
("TICI"), Broward Financial Center, Suite 2100, Ft. Lauderdale, Florida
33394-3091. TICI, acting through its Templeton Global Bond Managers division,
is responsible for managing the debt component of the Fund's portfolio.
Templeton (Hong Kong) and TICI are indirect, wholly-owned subsidiaries of
Resources.
The Fund Administrator. The administrator of the Fund is Franklin Templeton
Services, Inc. ("FT Services"), Broward Financial Center, 500 East Broward
Boulevard, Suite 2100, Ft. Lauderdale, Florida 33394-3091, an indirect,
wholly-owned subsidiary of Resources. Pursuant to an administration
agreement, FT Services performs certain administrative functions for the
Fund. Prior to October 1, 1996, the Fund's administrator was Templeton
Global Investors, Inc. In addition, FT Services and the Fund have entered
into a sub-administration agreement with Princeton Administrators, L.P.
("Princeton"), pursuant to which Princeton performs, subject to FT
Services' supervision, various administrative functions for the Fund.
Princeton is an affiliate of Merrill Lynch, Pierce, Fenner & Smith Inc., an
initial underwriter of the Fund's shares, and its address is P.O. Box 9011,
Princeton, New Jersey 08543.
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
April 22, 1994.
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 April 22, 1994 and amended May 10, 1996.
18
<PAGE>
- 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.
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
meeting of Templeton Russia Fund, Inc. It is anticipated that both meetings
will be held simultaneously. If any shareholder at the Meeting objects to
the holding of a simultaneous meeting and
19
<PAGE>
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 and voting. 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.
Shareholder Proposals. The Fund anticipates that its next annual meeting
will be held in July, 1998. 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 April 6, 1998.
By order of the Board of Directors,
Barbara J. Green,
Secretary
August 4, 1997
20
<PAGE>
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 23, 1997
P
R
O
X
Y
The undersigned hereby revokes all previous proxies for his shares and appoints
BARBARA J. GREEN, JAMES R. BAIO and JOHN R. KAY, and each of them, proxies of
the undersigned with full power of substitution to vote all shares of Templeton
Emerging markets Appreciation Fund, Inc. (the "Fund") which the undersigned is
entitled to vote at the Fund's Annual Meeting to be held at 500 East Broward
Blvd., 12th Floor, Ft. Lauderdale, Florida at 10:00 a.m., EDT, on the 23rd day
of September 1997, including any adjournment thereof, upon the matters set forth
below.
This Proxy is solicited on behalf of the Board of Directors. It will be voted as
specified. If no specification is made, this proxy shall be voted FOR Proposals
1 (including all nominees for directors) and 2, and within the discretion of the
proxyholders as to any other matter pursuant to Proposal 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors Recommends a vote FOR Proposals 1 through 3.
1. Election of Directors
Nominees: Martin L. Flanagan, Andrew H. Hines, Jr.,
Charles B. Johnson, Edith E. Holiday and Frank J. Crothers.
FOR all nominees WITHHOLD
listed above AUTHORITY
to vote for all
nominees listed above
[ ] [ ]
[ ] _______________________________________________________________________
For all nominees except as noted above
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. Ratification of the selection of McGladrey & Pullen, LLP, Certified Public
Accountants, as the independent auditors for the Fund for the fiscal year ending [ ] [ ] [ ]
March 31, 1998.
FOR AGAINST ABSTAIN
3. To vote upon any other business which may legally come before the Meeting. [ ] [ ] [ ]
I PLAN TO YES NO
ATTEND THE
MEETING [ ] [ ]
</TABLE>
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE, NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
Note: Please sign exactly as your name appears on the proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder must sign.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Signature:_____________________________ Date: __________________ Signature:_____________________________ Date: __________________
</TABLE>
