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 ss. 240.14a-11(c) or ss. 240.14a-12
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
--------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement, 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 14(a)-6(i)(1) and 0-11.
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 (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:
[FRANKLIN TEMPLETON LOGO]
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the annual meeting of shareholders scheduled for
Tuesday, December 14, 1999 at 10:00 a.m. Eastern time. They discuss the
proposals to be voted on at the meeting, and contain your proxy statement and
proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it
tells us how you wish to vote on important issues relating to your fund. If you
complete and sign the proxy, we'll vote it exactly as you tell us. If you simply
sign the proxy, we'll vote it in accordance with the Directors' recommendations
on page 1 of the proxy statement.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW
YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY, THE
FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL MAILINGS.
WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT
1-800/DIAL BEN/registered trademark/ (1-800/342-5236).
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TELEPHONE AND INTERNET VOTING
FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE
INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.
- --------------------------------------------------------------------------------
[FRANKLIN TEMPLETON LOGO]
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Vietnam and
Southeast Asia Fund, Inc. (the "Fund") will be held at 500 East Broward
Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, December
14, 1999 at 10:00 a.m. Eastern time.
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of three Directors of the Fund to hold office for the terms
specified;
2. The ratification or rejection of the selection of PricewaterhouseCoopers LLP
as independent auditors of the Fund for the fiscal year ending March 31,
2000; and
3. The transaction of any other business that may properly come before the
Meeting.
By order of the Board of Directors,
Barbara J. Green
SECRETARY
October 29, 1999
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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.
- --------------------------------------------------------------------------------
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
PROXY STATEMENT
/diamond/ INFORMATION ABOUT VOTING
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on October 7, 1999 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 each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were mailed to
shareholders of record on or about October 29, 1999.
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
PricewaterhouseCoopers LLP as independent auditors of the Fund for the
fiscal year ending March 31, 2000; 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 the three nominees;
2. FOR the ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors of the Fund; and
3. FOR the proxyholders to have discretion to vote 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
enclosed proxy card. If you are eligible to vote by telephone or through the
internet, a control number and separate instructions are enclosed.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you simply
sign and date the proxy card, but don't specify a vote for any of the Proposals
1 through 3, your shares will be voted IN FAVOR of the nominees for Director
(Proposal 1), IN FAVOR of ratifying the selection of PricewaterhouseCoopers LLP
as independent auditors (Proposal 2), and/or IN ACCORDANCE with the discretion
of the persons named in the proxy card as to any other matters that legally may
come before the Meeting (Proposal 3).
CAN I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by forwarding a written
revocation or a later-dated proxy to the Fund that is received at or prior to
the Meeting, or attending the Meeting and voting in person.
/diamond/ THE PROPOSALS
PROPOSAL 1: ELECTION OF DIRECTORS
HOW ARE NOMINEES SELECTED?
The Board of Directors of the Fund (the "Board") has a Nominating and
Compensation Committee (the "Committee") consisting of Andrew H. Hines, Jr.,
Edith E. Holiday and Gordon S. Macklin, all of whom are independent directors.
The Committee is responsible for the selection and nomination for appointment 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 submitted 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, each class having a term of three
years. Each year the term of office of one class expires. This year, the terms
of three Directors are expiring.
Martin L. Flanagan, Andrew H. Hines, Jr. and Charles B. Johnson have been
nominated for three-year terms, set to expire at the 2002 Annual Meeting of
Shareholders. These terms continue, however, until successors are duly elected
and qualified. All of the nominees are currently members of the Board. In
addition, all of the current nominees and Directors are also directors or
trustees of other investment companies in the Franklin Group of Funds/registered
trademark/ and/or the Templeton Group of Funds (collectively, the "Franklin
Templeton Group of Funds").
Certain 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). Charles E. Johnson, a vice president of the Fund, is the son and
nephew, respectively, of brothers Charles B. Johnson, the chairman of the Board
and a vice president of the Fund, and Rupert H. Johnson, Jr., a vice president
of the Fund. There are no family relationships among any of the Directors or
nominees for Director.
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
card will vote in their discretion for another person or persons who may be
nominated as Directors.
Listed below, for each nominee and current Director, is a brief description of
recent professional experience, and 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
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ------------------------------- ------------------------------------- ------------------- ---------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS:
MARTIN L. FLANAGAN* Senior Vice President and Chief 0 13,203
DIRECTOR AND VICE PRESIDENT Financial Officer, Franklin
SINCE 1994 Resources, Inc.; President and
Director, Franklin Templeton Services, Inc.;
Executive Vice President and Director,
Templeton Worldwide, Inc. and Templeton
Investment Counsel, Inc.; Executive Vice
President, Franklin Advisers, Inc.; officer
and/or director of a number of other
subsidiaries of Franklin Resources, Inc.; and
officer and/or director or trustee, as the
case may be, of 51 of the investment companies
in the Franklin Templeton Group of Funds. Age
39.
ANDREW H. HINES, JR. Consultant, Triangle Consulting 0 48,637
DIRECTOR SINCE 1994 Group; Executive-in-Residence,
Eckerd College (1991-present); director or
trustee, as the case may be, of 20 of the
investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Chairman and
Director, Precise Power Corporation
(1990-1997), Director, Checkers Drive-In
Restaurant, Inc. (1994- 1997), and Chairman of
the Board and Chief Executive Officer, Florida
Progress Corporation (holding company in the
energy area) (1982-1990), and director of
various of its subsidiaries. Age 76.
</TABLE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ----------------------------- ------------------------------------ ------------------- ---------------
<S> <C> <C> <C>
CHARLES B. JOHNSON* President, Chief Executive Officer 1,000 (**) 2,203,689
CHAIRMAN SINCE 1995 AND and Director, Franklin Resources,
VICE PRESIDENT SINCE 1994 Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc.,
Franklin Investment Advisory
Services, Inc. and Franklin
Templeton Distributors, Inc.;
Director, Franklin/Templeton
Investor Services, Inc. and
Franklin Templeton Services, Inc.;
officer and/or director or trustee,
as the case may be, of most of the
other subsidiaries of Franklin
Resources, Inc. and of 48 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 66.
DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS:
HARMON E. BURNS* Executive Vice President and 0 514,009
DIRECTOR SINCE 1994 AND Director, Franklin Resources, Inc.,
VICE PRESIDENT SINCE 1996 Franklin Templeton Distributors,
Inc. and Franklin Templeton
Services, Inc.; Executive Vice
President, Franklin Advisers, Inc.;
Director, Franklin Investment
Advisory Services, Inc. and
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 of 51 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 54.
</TABLE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ----------------------- -------------------------------------- ------------------- ---------------
<S> <C> <C> <C>
JOHN Wm. GALBRAITH President, Galbraith Properties, 1,047 (**) 2,752,567
DIRECTOR SINCE 1995 Inc. (personal investment
company); Director Emeritus,
Gulf West Banks, Inc. (bank
holding company) (1995-present);
director or trustee, as the case
may be, of 18 of the investment
companies in the Franklin
Templeton Group of Funds; and
FORMERLY, Director, Mercantile
Bank (1991-1995), Vice Chairman,
Templeton, Galbraith &
Hansberger Ltd. (1986-1992), and
Chairman, Templeton Funds
Management, Inc. (1974-1991).
Age 78.
BETTY P. KRAHMER Director or trustee of various civic 500 (**) 137,154
DIRECTOR SINCE 1994 associations; director or trustee, as
the case may be, of 19 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Economic
Analyst, U.S. government. Age 70.
</TABLE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ----------------------- ------------------------------------ ------------------- ---------------
<S> <C> <C> <C>
GORDON S. MACKLIN Director, Fund American 2,000 (**) 246,141
DIRECTOR SINCE 1994 Enterprises Holdings, Inc. (holding
company), Martek Biosciences
Corporation, MCI WorldCom
(information services),
MedImmune, Inc. (biotechnology),
Spacehab, Inc. (aerospace services)
and Real 3D (software); director
or trustee, as the case may be,
of 47 of the investment companies
in the Franklin Templeton Group
of Funds; and FORMERLY, Chairman,
White River Corporation (financial
services) and Hambrecht and Quist
Group (investment banking), and
President, National Association
of Securities Dealers, Inc. Age 71.
FRED R. MILLSAPS Manager of personal investments 0 1,073,194
DIRECTOR SINCE 1994 (1978-present); director of various
business and nonprofit organizations;
director or trustee, as the case may
be, of 20 of the investment
companies in the Franklin Templeton
Group of Funds; and FORMERLY,
Chairman and Chief Executive Officer,
Landmark Banking Corporation
(1969-1978), Financial Vice President,
Florida Power and Light (1965-1969),
and Vice President, Federal Reserve
Bank of Atlanta (1958-1965). Age 70.
</TABLE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ----------------------- ------------------------------------- ------------------- ---------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 2000 ANNUAL MEETING OF SHAREHOLDERS:
HARRIS J. ASHTON Director, RBC Holdings, Inc. 500 (**) 1,615,494
DIRECTOR SINCE 1994 (bank holding company) and
Bar-S Foods (meat packing company);
director or trustee, as the case
may be, of 47 of the investment
companies in the Franklin Templeton
Group of Funds; and FORMERLY,
President, Chief Executive Officer
and Chairman of the Board, General
Host Corporation (nursery and craft
centers) (until 1998). Age 67.
NICHOLAS F. BRADY* Chairman, Templeton Emerging 1,000 (**) 50,067
DIRECTOR SINCE 1994 Markets Investment Trust PLC,
Templeton Latin America Investment
Trust PLC, Darby Overseas
Investments, Ltd. and Darby Emerging
Markets Investments LDC (investment
firms) (1994-present); Director,
Templeton Global Strategy Funds,
Amerada Hess Corporation (exploration
and refining of natural gas),
Christiana Companies, Inc. (operating
and investment companies), and H.J.
Heinz Company (processed foods and
allied products); director or trustee,
as the case may be, of 19 of the
investment companies in the Franklin
Templeton Group of Funds; and FORMERLY,
Secretary of the United States
Department of the Treasury (1988-1993)
and Chairman of the Board, Dillon,
Read & Co., Inc. (investment banking)
(until 1988). Age 69.
</TABLE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 7, 1999 JUNE 30, 1999
- ----------------------- ------------------------------------ ------------------- ---------------
<S> <C> <C> <C>
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100 (**) 472,398
DIRECTOR SINCE 1994 Hardin, Kipp & Szuch;
and director or trustee, as the
case may be, of 49 of the investment
companies in the Franklin Templeton
Group of Funds. Age 67.
EDITH E. HOLIDAY Director, Amerada Hess 100 (**) 16,660
DIRECTOR SINCE 1996 Corporation (exploration and
refining of natural gas) (1993-
present), Hercules Incorporated
(chemicals, fibers and resins)
(1993-present), Beverly Enterprises,
Inc. (health care) (1995-present),
H.J. Heinz Company (processed
foods and allied products)(1994-present)
and RTI International Metals, Inc.
(metal mill products) (July 1999-present);
director or trustee, as the case may
be, of 24 of the investment companies
in the Franklin Templeton Group of Funds;
and FORMERLY, Chairman (1995-1997) and
Trustee (1993- 1997), 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). Age 47.
</TABLE>
- ------------------------
* Nicholas F. Brady, Harmon E. Burns, Martin L. Flanagan, and Charles B. Johnson
are "interested persons" as defined by the Investment Company Act of 1940, as
amended (the "1940 Act"). The 1940 Act limits the percentage of interested
persons that can comprise a fund's board of directors. Mr. Johnson is an
interested person due to his ownership interest in Resources, his employment
affiliation with Resources and his position with the Fund. Messrs. Burns and
Flanagan are interested persons due to their employment affiliations with
Resources and their positions with the Fund. 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 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
of the Fund (the "Independent Directors").
** Less than 1%.
HOW OFTEN DO THE DIRECTORS MEET AND WHAT ARE THEY PAID?
The role of the Directors is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of
shareholders. The Directors anticipate meeting at least five times during the
current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Directors also oversee the services furnished to the
Fund by Templeton Asset Management Ltd., the Fund's investment manager (the
"Investment Manager"), and various other service providers. The Fund currently
pays the Independent Directors and Mr. Brady a fee of $100 per Board meeting
attended. Directors serving on the Audit Committee of the Fund and other
investment companies in the Franklin Templeton Group of Funds receive a flat fee
of $2,000 per Audit Committee meeting attended, a portion of which is allocated
to the Fund. Members of a committee are not compensated for any committee
meeting held on the day of a Board meeting.
During the fiscal year ended March 31, 1999, there were five meetings of the
Board, two meetings of the Audit Committee, and two meetings 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 and the total number of
meetings held by all committees of the Board on which the Director served. There
was 100% attendance at the meetings of the Audit Committee and 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 the Investment
Manager and its affiliates. The Investment Manager or its affiliates pay the
salaries and expenses of the Officers. No pension or retirement benefits are
accrued as part of Fund expenses.
<TABLE>
<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 $500 47 $361,157
Nicholas F. Brady 500 19 140,975
S. Joseph Fortunato 500 49 367,835
John Wm. Galbraith 576 18 134,425
Andrew H. Hines, Jr. 576 20 208,075
Edith E. Holiday 500 24 211,400
Betty P. Krahmer 500 19 141,075
Gordon S. Macklin 500 47 361,157
Fred R. Millsaps 576 20 210,075
</TABLE>
------------------------
* Compensation received for the fiscal year ended March 31, 1999.
** We base the number of boards on the number of registered investment companies
in the Franklin Templeton Group of Funds. This number does not include the total
number of series or funds within each investment company for which the Board
members are responsible. The Franklin Templeton Group of Funds currently
includes 53 registered investment companies, with approximately 156 U.S. based
funds or series.
*** For the calendar year ended December 31, 1998.
The table above indicates the total fees paid to Directors by the Fund
individually and all of the funds in the Franklin Templeton Group of Funds.
These Directors also serve as directors or trustees of other investment
companies in the Franklin Templeton Group of Funds, many of which hold meetings
at different dates and times. The Directors and the Fund's management believe
that having the same individuals serving on the boards of many of the funds in
the Franklin Templeton Group of Funds enhances the ability of each fund to
obtain, at a relatively modest cost to each separate fund, the services of high
caliber, experienced and knowledgeable Independent Directors who can more
effectively oversee the management of the funds.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in the Franklin Templeton Group of
Funds, as is consistent with their individual financial goals. In February 1998,
this policy was formalized through adoption of a requirement that each board
member invest one-third of fees received for serving as a director or trustee of
a Templeton fund in shares of one or more Templeton funds and one-third of fees
received for serving as a director or trustee of a Franklin fund in shares of
one or more Franklin funds until the value of such investments equals or exceeds
five times the annual fees paid to such board member. Investments in the name of
family members or entities controlled by a board member constitute fund holdings
of such board member for purposes of this policy, and a three year phase-in
period applies to such investment requirements for newly elected board members.
In implementing such policy, a board member's fund holdings existing on February
27, 1998, are valued as of such date with subsequent investments valued at cost.
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 THE FUND DURING PAST FIVE YEARS AND AGE
- ----------------------------- -----------------------------------------------------------------
<S> <C>
CHARLES B. JOHNSON See Proposal 1, "Election of Directors."
CHAIRMAN SINCE 1995 AND
VICE PRESIDENT SINCE 1994
J. MARK MOBIUS Portfolio Manager of various Templeton advisory affiliates;
PRESIDENT SINCE 1994 Managing Director, Templeton Asset Management Ltd.;
officer of eight of the investment companies in
the Franklin Templeton Group of Funds; and
FORMERLY, President, International Investment
Trust Company Limited (investment manager of
Taiwan R.O.C. Fund) (1986-1987) and Director,
Vickers da Costa, Hong Kong (1983-1986). Age 63.
RUPERT H. JOHNSON, JR. Executive Vice President and Director, Franklin Resources,
VICE PRESIDENT SINCE 1996 Inc. and Franklin Templeton Distributors, Inc.; President and
Director, Franklin Advisers, Inc. and Franklin
Investment Advisory Services, Inc.; Senior Vice
President, Franklin Advisory Services, LLC;
Director, 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 of
51 of the investment companies in the Franklin
Templeton Group of Funds.
Age 59.
HARMON E. BURNS See Proposal 1, "Election of Directors."
DIRECTOR SINCE 1994 AND
VICE PRESIDENT SINCE 1996
CHARLES E. JOHNSON Senior Vice President and Director, Franklin Resources,
VICE PRESIDENT SINCE 1996 Inc.; Senior Vice President, Franklin Templeton
Distributors, Inc.; President and Director, Templeton
Worldwide, Inc.; Chairman and Director, Templeton
Investment Counsel, Inc.; Vice President,
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 32 of the
investment companies in the Franklin Templeton
Group of Funds. Age 43.
</TABLE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ------------------------------ ----------------------------------------------------------------
<S> <C>
DEBORAH R. GATZEK Senior Vice President and General Counsel, Franklin
VICE PRESIDENT SINCE 1996 Resources, Inc.; Senior Vice President, Franklin Templeton
Services, Inc. and Franklin Templeton
Distributors, Inc.; Executive Vice President,
Franklin Advisers, Inc.; Vice President,
Franklin Advisory Services, LLC and Franklin
Mutual Advisers, LLC; Vice President, Chief
Legal Officer and Chief Operating Officer,
Franklin Investment Advisory Services, Inc.;
and officer of 52 of the investment companies
in the Franklin Templeton Group of Funds. Age 50.
MARK G. HOLOWESKO President, Templeton Global Advisors Limited; Chief
VICE PRESIDENT SINCE 1994 Investment Officer, Global Equity Group; Executive Vice
President and Director, Templeton Worldwide,
Inc.; officer of 19 of the investment companies
in the Franklin Templeton Group of Funds; and
FORMERLY, Investment Administrator, RoyWest
Trust Corporation (Bahamas) Limited
(1984-1985). Age 39.
MARTIN L. FLANAGAN See Proposal 1, "Election of Directors."
VICE PRESIDENT AND DIRECTOR
SINCE 1994
SAMUEL J. FORESTER, JR. Managing Director, Templeton Worldwide, Inc.; Vice
VICE PRESIDENT SINCE 1994 President and Director, Templeton Global Income Portfolio
Ltd.; Director, Closed Joint-Stock Company
Templeton and Templeton Trust Services Pvt.
Ltd.; officer of 10 of the investment companies
in the Franklin Templeton Group of Funds; and
FORMERLY, President, Templeton Global Bond
Managers, a division of Templeton Investment
Counsel, Inc., Founder and Partner, Forester,
Hairston Investment Management, Inc.
(1989-1990), Managing Director (Mid-East
Region), Merrill Lynch, Pierce, Fenner & Smith
Inc. (1987- 1988), and Advisor for Saudi
Arabian Monetary Agency (1982-1987). Age 51.
JOHN R. KAY Vice President, Templeton Worldwide, Inc.; Assistant
VICE PRESIDENT SINCE 1994 Vice President, Franklin Templeton Distributors, Inc.;
officer of 24 of the investment companies in the
Franklin Templeton Group of Funds; and FORMERLY, Vice
President and Controller, Keystone Group, Inc.
Age 59.
</TABLE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- -------------------------------- -------------------------------------------------------------
<S> <C>
ELIZABETH M. KNOBLOCK General Counsel, Secretary and Senior Vice President,
VICE PRESIDENT -- COMPLIANCE Templeton Investment Counsel, Inc.; Senior Vice President,
SINCE 1996 Templeton Global Investors Inc.; officer of 23 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Vice President and Associate General
Counsel, Kidder Peabody & Co. Inc. (1989-1990), Assistant
General Counsel, Gruntal & Co., Inc. (1988), Vice President
and Associate General Counsel, Shearson Lehman Hutton
Inc. (1988), Vice President and Assistant General Counsel,
E.F. Hutton & Co. Inc. (1986-1988), and Special Counsel,
Division of Investment Management, U.S. Securities and
Exchange Commission (1984-1986). Age 44.
BARBARA J. GREEN Senior Vice President, Templeton Worldwide, Inc. and
SECRETARY SINCE 1996 Templeton Global Investors, Inc.; officer of 19 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Deputy Director, Division of Investment
Management, Executive Assistant and Senior Advisor to the
Chairman, Counselor 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). Age 52.
JAMES R. BAIO Certified Public Accountant; Senior Vice President,
TREASURER SINCE 1994 Templeton Worldwide, Inc., Templeton Global Investors, Inc.
and Templeton Funds Trust Company; officer of
20 of the investment companies in the
Franklin Templeton Group of Funds; and
FORMERLY, Senior Tax Manager, Ernst & Young
(certified public accountants) (1977-1989).
Age 45.
</TABLE>
PROPOSAL 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS
HOW ARE INDEPENDENT AUDITORS 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
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 independent auditors.
WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT?
Upon the recommendation of the Audit Committee, the Board selected the firm of
PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA 94105, as
auditors of the Fund for the current fiscal year. You are being asked to ratify
the Board's selection of PricewaterhouseCoopers LLP. Services to be performed by
the auditors include examining and reporting on the fiscal year-end financial
statements of the Fund and certain related filings with the U.S. Securities and
Exchange Commission.
McGladrey & Pullen, LLP resigned as auditors of the Fund on August 13, 1999.
McGladrey & Pullen, LLP has served as the Fund's auditors from the Fund's
inception through the fiscal year ended March 31, 1999. There have not been any
disputes or disagreements with McGladrey & Pullen, LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures. H&R Block, a public company, acquired certain assets of
McGladrey & Pullen, LLP on August 2, 1999. Following the acquisition by a public
company, McGladrey & Pullen, LLP elected to not continue servicing clients in
the mutual fund business. As a result, the partners and professional staff who
were previously responsible for auditing the Fund's financial statements are now
associated with PricewaterhouseCoopers LLP.
Neither the firms of PricewaterhouseCoopers LLP and McGladrey & Pullen, LLP nor
any of their members have any material direct or indirect financial interest in
the Fund.
Representatives of PricewaterhouseCoopers LLP and McGladrey & Pullen, LLP are
not expected to be present at the Meeting, but will have the opportunity to make
a statement if they wish, and will be available should any matter arise
requiring their presence.
PROPOSAL 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 or
not voted as specified. Proxies reflecting no specification will be voted in
accordance with the judgment of the persons named in the proxy. Because the Fund
did not have notice of any such matters before September 7, 1999, the persons
named as proxies may exercise their discretionary voting power with respect to
any matter presented at the Meeting.
/diamond/ INFORMATION ABOUT THE FUND
THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton Asset
Management Ltd., a Singapore company with a branch office at 7 Temasek
Boulevard, #38-03, Suntec Tower One, Singapore. Pursuant to an investment
management agreement, the Investment Manager manages the investment and
reinvestment of Fund assets. The Investment Manager is an indirect, wholly owned
subsidiary of Resources.
THE ADMINISTRATOR. The administrator of the Fund is Franklin Templeton Services,
Inc. ("FT Services") with offices at 777 Mariners Island Boulevard, San Mateo,
California 94403-7777. FT Services is an indirect, wholly owned subsidiary of
Resources. Pursuant to an administration agreement, 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., 85 Challenger
Road, Overpeck Centre, Ridgefield Park, New Jersey 07660.
THE CUSTODIAN. The custodian for the Fund is The Chase Manhattan Bank, Metrotech
Center, Brooklyn, New York 11245.
THE SHAREHOLDER SERVICING AGENT. The shareholder servicing agent for the Fund is
PaineWebber Inc. ("PaineWebber"), 1285 Avenue of the Americas, 12th Floor, New
York, New York 10019, an affiliate of the initial underwriter of the Fund's
shares. Pursuant to a shareholder servicing agreement, PaineWebber provides
certain services to the Fund including statistical information and analysis,
ongoing efforts to publicize the Fund's shares and making information available
to investors.
PENDING LITIGATION. Two lawsuits, JAMES C. ROUMELL V. TEMPLETON VIETNAM
OPPORTUNITIES FUND, INC., TEMPLETON INVESTMENT MANAGEMENT, LTD., TEMPLETON
WORLDWIDE, INC., FRANKLIN RESOURCES, INC. AND MARK MOBIUS, Civ. Action No.
98-6059, and MICHAEL J. WETTA (PLAINTIFF) V. TEMPLETON ASSET MANAGEMENT, LTD.,
TEMPLETON WORLDWIDE, INC., FRANKLIN RESOURCES, INC., CHARLES B. JOHNSON, MARTIN
L. FLANAGAN, HARMON E. BURNS, HARRIS J. ASHTON, S. JOSEPH FORTUNATO, GORDON S.
MACKLIN, EDITH E. HOLIDAY, BETTY P. KRAHMER, FRED R. MILLSAPS, ANDREW H. HINES,
JR., JOHN WILLIAM GALBRAITH, NICHOLAS F. BRADY AND J. MARK MOBIUS (DEFENDANTS),
AND TEMPLETON VIETNAM OPPORTUNITIES FUND, INC. (NOMINAL DEFENDANT), Civ. Action
No. 98-6170, were filed on or about January 21, 1998 and February 18, 1998,
respectively, in the U.S. District Court for the Southern District of Florida
alleging various violations of the 1940 Act and related common law concerning
the decision to conduct a tender offer and investments made by the Fund
preceding the Fund's tender offer, which was completed in January 1998. The
plaintiffs are requesting damages, equitable relief, and other available
remedies for themselves and for a class. A third lawsuit, RICHARD WAKSMAN V.
TEMPLETON ASSET MANAGEMENT, LTD., TEMPLETON WORLDWIDE, INC., FRANKLIN RESOURCES,
INC., CHARLES B. JOHNSON, MARTIN L. FLANAGAN, HARMON E. BURNS, HARRIS J. ASHTON,
S. JOSEPH FORTUNATO, GORDON S. MACKLIN, EDITH E. HOLIDAY, BETTY P. KRAHMER, FRED
R. MILLSAPS, ANDREW H. HINES, JR., JOHN WILLIAM GALBRAITH, NICHOLAS F. BRADY AND
J. MARK MOBIUS (DEFENDANTS), AND TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.
N/K/A TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC. (NOMINAL DEFENDANT), Civ.
No. 98-7059, was filed by the same counsel as the first two cases in the same
Court on or around September 29, 1998, alleging violations of the 1940 Act
arising from the same events and seeking substantially the same relief as the
first two cases. Management and the Board strongly believe that the claims made
in these actions are without merit and intend vigorously to defend against these
actions.
OTHER MATTERS. The Fund's last audited financial statements and annual report,
dated March 31, 1999, are available free of charge. To obtain a copy, please
call 1-800/DIAL BEN/registered trademark/ or forward a written request to
Franklin/Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg,
Florida 33733-8030.
As of October 7, 1999, the Fund had 4,681,172 shares outstanding and net assets
of $51,924,701. The Fund's shares are listed on the NYSE (Symbol: TVF). 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 October 7,
1999, there were no other entities holding beneficially or of record more than
5% of the Fund's outstanding shares.
In addition, to the knowledge of the Fund's management, as of October 7, 1999,
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.
/diamond/ FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS MEETING
SOLICITATION OF PROXIES. The cost of soliciting proxies, including the fees of a
proxy soliciting agent, is 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. In addition, the Fund
may retain a professional proxy solicitation firm to assist with any necessary
solicitation of proxies. The Fund expects that the solicitation would be
primarily by mail, but also may include telephone, telecopy or oral
solicitations. If the Fund does not receive your proxy by a certain time you may
receive a telephone call from Shareholder Communications Corporation asking you
to vote. If professional proxy solicitors are retained, it is expected that
soliciting fees would be approximately $3,500, plus expenses. The Fund does not
reimburse Directors and Officers of the Fund, or regular employees and agents of
the Investment Manager involved in the solicitation of proxies. The Fund intends
to pay all costs associated with the solicitation and the Meeting.
VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers to vote on the proposals to be considered
at the Meeting on behalf of their customers and beneficial owners. Certain
broker-dealers may exercise discretion over shares held in their name for which
no instructions are received by voting these shares in the same proportion as
they vote shares for which they received instructions.
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 on the Proposal 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 on the Proposal at the Meeting. Proposal 3, for
the proxyholders to have discretion to vote on any other business that may
properly come before the Meeting, requires the affirmative vote of a majority of
the Fund's shares present and voting on the Proposal at the Meeting. Abstentions
and broker non-votes will be treated as votes not cast and, therefore, will not
be counted for purposes of obtaining approval of each Proposal.
ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting will be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes have not been received to
approve one or more of the Proposals, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies with respect to those Proposals. The persons named as proxies will vote
in their discretion on questions of adjournment those shares for which proxies
have been received that grant discretionary authority to vote on matters that
may properly come before the Meeting.
SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting will be
held in November 2000. Shareholder proposals to be presented at the next annual
meeting must be received at the Fund's offices, 500 East Broward Boulevard, Ft.
Lauderdale, Florida 33394-3091, Attn: Secretary, no later than July 1, 2000 in
order to be included in the Fund's proxy statement and proxy card relating to
that meeting and presented at the meeting. Submission of a proposal by a
shareholder does not guarantee that the proposal will be included in the proxy
statement. A shareholder who wishes to make a proposal at the 2000 annual
meeting of shareholders without including the proposal in the Fund's proxy
statement should notify the Fund, at the Fund's offices, of such proposal by
September 14, 2000. If a shareholder fails to give notice by this date, then the
persons named as proxies in the proxies solicited by the Board for the 2000
annual meeting of shareholders may exercise discretionary voting power with
respect to any such proposal.
By order of the Board of Directors,
Barbara J. Green
SECRETARY
October 29, 1999
TLTVF PXY 10/99
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 14, 1999
The undersigned hereby revokes all previous proxies for his/her shraes and
appoints BARBARA J. GREEN, JOHN R. KAY and BRUCE S. ROSENBERG, and each of them,
proxies of the undersigned with full power of substitution to each of them, to
vote all shares of Templeton Vietnam and Southeast Asia Fund, Inc. (the
"Fund")that 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., Eastern time on the 14th day of December 1999, including any adjournment
thereof, upon 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 THE OTHER SIDE)
FOLD AND DETACH HERE
PAGE
Please mark your ballot as
indicated in this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.
Proposal 1 - Election of Directors.
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD Nominees: Martin L. Flanagan, Andrew H. Hines, Jr.
listed (except as AUTHORITY and Charles B. Johnson
marked to the right) to vote for all
nominees listed
[ ] [ ] To withhold authority to nominee, write that
nominee's name on the line below.
------------------------------------------------------------
</TABLE>
Proposal 2 - Ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors for the Fund for the fiscal year ending March 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Proposal 3 - In their discretion, the Proxyholders are authorized to vote upon
such other matters which may legally come before the Meeting or any adjournments
thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
YES NO
I PLAN TO ATTEND THE MEETING. [ ] []
Signature(s) Dated , 1999
- -------------------------------------------- -------------------------
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING FOR ESTATES,
TRUSTS OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD
JOINTLY, EACH HOLDER SHOULD SIGN.
FOLD AND DETACH HERE
