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.
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(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
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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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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FRANKLIN(R) TEMPLETON(R) INVESTMENTS
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the Annual Meeting of Shareholders scheduled for
Wednesday, November 29, 2000 at 3:00 p.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(R)(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.
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FRANKLIN TEMPLETON(R) INVESTMENTS
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Vietnam and
Southeast Asia Fund, Inc. (the "Fund") will be held at the Fund's offices, 500
East Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on
Wednesday, November 29, 2000 at 3:00 p.m. Eastern time.
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of four 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,
2001; 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 18, 2000
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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.
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TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
PROXY STATEMENT
- INFORMATION ABOUT VOTING
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on September 1, 2000 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 18, 2000.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on three proposals:
1. The election of four 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, 2001; 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 four 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.
1
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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 may properly 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 by attending the Meeting and voting in person.
- 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 four Directors are expiring. Harris J. Ashton, Nicholas F. Brady,
S. Joseph Fortunato and Edith E. Holiday have been nominated for three-year
terms, set to expire at the 2003 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(R) funds and/or Templeton(R) funds
(collectively, the "Franklin Templeton funds").
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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 16%, respectively, of its outstanding shares. Resources, a global
investment organization operating as Franklin Templeton Investments, 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, Vice President of the Fund, is the son and nephew, respectively,
of brothers Charles B. Johnson, the Chairman of the Board and Vice
President of the Fund, and Rupert H. Johnson, Jr., 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.
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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 the Franklin Templeton funds.
<TABLE>
<CAPTION>
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED IN
AND % OF TOTAL FRANKLIN
OUTSTANDING SHARES TEMPLETON FUNDS
NAME, PRINCIPAL OCCUPATION AS OF SEPTEMBER 30, (INCLUDING THE FUND)
DURING PAST FIVE YEARS AND AGE 2000 AS OF JUNE 30, 2000
----------------------------------- --------------------- ---------------------
<S> <C> <C>
NOMINEES TO SERVE UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS:
HARRIS J. ASHTON 500(**) 1,246,723
DIRECTOR SINCE 1994
Director, RBC Holdings, Inc. (bank
holding company) and Bar-S Foods (meat
packing company); director or trustee,
as the case may be, of 48 of the
investment companies in Franklin
Templeton Investments; and FORMERLY,
President, Chief Executive Officer and
Chairman of the Board, General Host
Corporation (nursery and craft centers)
(until 1998). Age 68.
NICHOLAS F. BRADY* 1,000(**) 60,602
DIRECTOR SINCE 1994
Chairman, Templeton Emerging 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
oil and gas), C2, Inc. (operating and
investment business), and H.J. Heinz
Company (processed foods and allied
products); director or trustee, as the
case may be, of 18 of the investment
companies in Franklin Templeton
Investments; and FORMERLY, Secretary
of the United States Department of the
Treasury (1988-1993), Chairman of the
Board, Dillon, Read & Co., Inc. (invest-
ment banking) (until 1988) and U.S.
Senator, New Jersey (April 1982-December
1982). Age 70.
S. JOSEPH FORTUNATO 100(**) 644,201
DIRECTOR SINCE 1994
Member of the law firm of Pitney, Hardin,
Kipp & Szuch; and director or trustee, as
the case may be, of 50 of the investment
companies in Franklin Templeton Investments.
Age 68.
</TABLE>
4
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<TABLE>
<CAPTION>
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED IN
AND % OF TOTAL FRANKLIN TEMPLETON
OUTSTANDING SHARES FUNDS (INCLUDING THE
NAME, PRINCIPAL OCCUPATION AS OF SEPTEMBER 30, FUND) AS OF
DURING PAST FIVE YEARS AND AGE 2000 JUNE 30, 2000
----------------------------------- --------------------- ---------------------
<S> <C> <C>
EDITH E. HOLIDAY 100(**) 18,195
DIRECTOR SINCE 1996
Director, Amerada Hess Corporation
(exploration and refining of oil and
gas) (1993-present), Hercules
Incorporated (chemicals, fibers and
resins) (1993-present), Beverly
Enterprises, Inc. (health care) (1995-
present), H.J. Heinz Company (pro-
cessed foods and allied products) (1994-
present) and RTI International Metals,
Inc. (manufacture and distribution of
titanium) (1999-present); director or
trustee, as the case may be, of 27 of
the investment companies in Franklin
Templeton Investments and 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).
Age 48.
DIRECTORS SERVING UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS:
MARTIN L. FLANAGAN* 312(**) 13,203
DIRECTOR AND VICE PRESIDENT SINCE 1994
President, Member--Office of the President,
Chief Financial Officer and Chief Operating
Officer, Franklin Resources, Inc.; Executive
Vice President and Director, Franklin/Templeton
Investor Services, Inc.; President and Chief
Financial Officer, Franklin Mutual Advisers,
LLC; Executive Vice President, Chief Financial
Officer and Director, Templeton Worldwide,
Inc.; Executive Vice President, Chief Operating
Officer and Director, Templeton Investment
Counsel, Inc.; Executive Vice President, Franklin
Advisers, Inc. and Franklin Investment Advisory
Services, Inc.; Chief Financial Officer, Franklin
Advisory Services, LLC; Chairman and Director,
Franklin Templeton Services, 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 52
of the investment companies in Franklin
Templeton Investments. Age 40.
</TABLE>
5
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<TABLE>
<CAPTION>
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED IN
AND % OF TOTAL FRANKLIN
OUTSTANDING SHARES TEMPLETON FUND
NAME, PRINCIPAL OCCUPATION AS OF SEPTEMBER 30, (INCLUDING THE FUND)
DURING PAST FIVE YEARS AND AGE 2000 AS OF JUNE 30, 2000
----------------------------------- --------------------- ---------------------
<S> <C> <C>
ANDREW H. HINES, JR. 0 58,879
DIRECTOR SINCE 1994
Consultant, Triangle Consulting Group;
Executive-in-Residence, Eckerd College
(1991-Present); director or trustee,
as the case may be, of 19 of the
investment companies in Franklin
Templeton Investments; 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 77.
CHARLES B. JOHNSON* 1,312(**) 22,617,159
CHAIRMAN SINCE 1995 AND VICE
President since 1994 Chairman of the
Board, Chief Executive Officer, Member-
Office of the Chairman and Director,
Franklin Resources, Inc.; Chairman of
the Board and Director, Franklin
Investment Advisory Services, Inc.;
Vice President, 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 49 of the investment companies in
Franklin Templeton Investments. Age 67.
DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS:
HARMON E. BURNS* 0 599,203
DIRECTOR SINCE 1994 AND VICE PRESIDENT
SINCE 1996
Vice Chairman, Member-Office of the Chairman
and Director, Franklin Resources, Inc.;
Executive Vice President and Director,
Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers,
Inc.; Director, Franklin Investment Advisory
Services, Inc., Franklin/Templeton Investor
Services, Inc. and Franklin Templeton 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 52 of the investment companies in Franklin
Templeton Investments. Age 55.
</TABLE>
6
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<TABLE>
<CAPTION>
SHARES
FUND SHARES BENEFICIALLY
BENEFICIALLY OWNED OWNED IN
AND % OF TOTAL FRANKLIN
OUTSTANDING SHARES TEMPLETON FUNDS
NAME, PRINCIPAL OCCUPATION AS OF SEPTEMBER 30, (INCLUDING THE FUND)
DURING PAST FIVE YEARS AND AGE 2000 AS OF JUNE 30, 2000
----------------------------------- --------------------- ---------------------
<S> <C> <C>
JOHN WM. GALBRAITH 1,047(**) 3,198,310
DIRECTOR SINCE 1995
President, Galbraith Properties, 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 Franklin
Templeton Investments; and FORMERLY,
Director, Mercantile Bank (1991-1995),
Vice Chairman, Templeton, Galbraith &
Hansberger Ltd. (1986-1992), and
Chairman, Templeton Funds Management, Inc.
(1974-1991). Age 79.
BETTY P. KRAHMER 500(**) 141,995
DIRECTOR SINCE 1994
Director or trustee of various civic
associations; director or trustee, as the
case may be, of 18 of the investment
companies in Franklin Templeton Investments;
and FORMERLY, Economic Analyst, U.S.
government. Age 71.
GORDON S. MACKLIN 2,000(**) 301,534
DIRECTOR SINCE 1994
Director, Martek Biosciences Corporation,
WorldCom, Inc. (communications services),
MedImmune, Inc. (biotechnology), Overstock.com
(internet services), White Mountains Insurance
Group, Ltd. (holding company) and Spacehab, Inc.
(aerospace services); director or trustee, as
the case may be, of 48 of the investment
companies in Franklin Templeton Investments; and
FORMERLY, Chairman, White River Corporation
(financial services) (until 1998) and Hambrecht
& Quist Group (investment banking) (until 1992),
and President, National Association of Securities
Dealers, Inc. (until 1987). Age 72.
FRED R. MILLSAPS 0 1,846,295
DIRECTOR SINCE 1994
Manager of personal investments (1978-
present); director of various business and
nonprofit organizations; director or
trustee, as the case may be, of 19 of the
investment companies in Franklin Templeton
Investments; 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 71.
</TABLE>
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* 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 Franklin Templeton
Investments 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, 2000, there were five meetings of
the Board, four meetings of the Audit Committee, and five 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 Franklin Templeton 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.
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<TABLE>
<CAPTION>
AGGREGATE NUMBER OF BOARDS WITHIN
COMPENSATION FRANKLIN TEMPLETON FUNDS TOTAL COMPENSATION FROM
NAME OF DIRECTOR FROM THE FUND* ON WHICH DIRECTOR SERVES** FRANKLIN TEMPLETON FUNDS***
-------------------------- ---------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Harris J. Ashton $500 48 $363,165
Nicholas F. Brady 500 18 138,700
S. Joseph Fortunato 500 50 363,238
John Wm. Galbraith 507 18 144,200
Andrew H. Hines, Jr. 507 19 203,700
Edith E. Holiday 500 27 237,265
Betty P. Krahmer 500 18 138,700
Gordon S. Macklin 500 48 363,165
Fred R. Millsaps 507 19 201,700
</TABLE>
------------------------
* Compensation received for the fiscal year ended March 31, 2000.
** We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. This number does not include
the total number of series or funds within each investment company for
which the Board members are responsible. Franklin Templeton Investments
currently includes 52 registered investment companies, with approximately
156 U.S. based funds or series.
*** For the calendar year ended December 31, 1999.
The table above indicates the total fees paid to Directors by the Fund
individually and by all of the Franklin Templeton funds. These Directors
also serve as directors or trustees of other investment companies in
Franklin Templeton Investments, 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 Franklin
Templeton 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 Franklin Templeton 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.
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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.;
Executive Vice President and Director, Templeton Global
Advisors Limited; officer of eight of the investment
companies in Franklin Templeton Investments; 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 64.
RUPERT H. JOHNSON, JR. Vice Chairman, Member--Office of the Chairman and
VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Executive Vice President
and Director, Franklin Templeton Distributors, Inc.; Director,
Franklin Advisers, Inc., Franklin Investment Advisory
Services, Inc. and Franklin/Templeton Investor Services, Inc.;
Senior Vice President, Franklin Advisory Services, LLC; and
officer and/or director or trustee, as the case may be, of most
of the other subsidiaries of Franklin Resources, Inc. and of 52
of the investment companies in Franklin Templeton
Investments. Age 60.
HARMON E. BURNS See Proposal 1, "Election of Directors."
DIRECTOR SINCE 1994 AND
VICE PRESIDENT SINCE 1996
CHARLES E. JOHNSON President, Member--Office of the President and Director,
VICE PRESIDENT SINCE 1996 Franklin Resources, Inc.; Senior Vice President, Franklin
Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc. and Franklin Advisers, Inc.;
Director, Templeton Investment Counsel, Inc.; President,
Franklin Investment Advisory Services, 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 33 of the investment companies in Franklin
Templeton Investments. Age 44.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
--------------------------------- ------------------------------------------------------------
<S> <C>
MARK G. HOLOWESKO President, Templeton Global Advisors Limited; Executive
VICE PRESIDENT SINCE 1994 Vice President and Director, Templeton Worldwide, Inc.;
officer of 18 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Investment
Administrator, RoyWest Trust Corporation (Bahamas)
Limited (1984-1985). Age 40.
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 9 of the
investment companies in Franklin Templeton Investments;
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 52.
JOHN R. KAY Senior Vice President, Franklin Templeton Services, Inc.; Vice
VICE PRESIDENT SINCE 1994 President, Templeton Worldwide, Inc.; Assistant Vice
President, Franklin Templeton Distributors, Inc.; officer of 23
of the investment companies in Franklin Templeton
Investments; and FORMERLY, Vice President and Controller,
Keystone Group, Inc. Age 60.
MURRAY L. SIMPSON Executive Vice President and General Counsel, Franklin
VICE PRESIDENT AND ASSISTANT Resources, Inc.; officer and/or director of some of the
SECRETARY SINCE FEBRUARY 2000 subsidiaries of Franklin Resources, Inc.; officer of 53 of the
investment companies in Franklin Templeton Investments;
and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until
January 2000) and Director, Templeton Asset Management
Ltd. (until 1999). Age 63.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
-------------------------------------- -------------------------------------------------------------
<S> <C>
BARBARA J. GREEN Vice President and Deputy General Counsel, Franklin
VICE PRESIDENT SINCE FEBRUARY 2000 Resources, Inc.; Senior Vice President, Templeton Worldwide,
AND SECRETARY SINCE 1996 Inc.; officer of 53 of the investment companies in Franklin
Templeton Investments; 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
(until 1986), and Judicial Clerk, U.S. District Court (District
of Massachusetts) (until 1979). Age 52.
DAVID P. GOSS Associate General Counsel, Franklin Templeton Investments;
VICE PRESIDENT AND ASSISTANT President, Chief Executive Officer and Director, Franklin
SECRETARY SINCE FEBRUARY 2000 Select Realty Trust, Property Resources, Inc., Property
Resources Equity Trust, Franklin Real Estate Management,
Inc. and Franklin Properties, Inc.; officer and director of
some of the other subsidiaries of Franklin Resources, Inc.;
officer of 53 of the investment companies in Franklin
Templeton Investments; and FORMERLY, President, Chief
Executive Officer and Director, Franklin Real Estate Income
Fund and Franklin Advantage Real Estate Income Fund
(until 1996). Age 53.
BRUCE S. ROSENBERG Vice President, Franklin Templeton Services, Inc. and officer
TREASURER SINCE JULY 2000 of 19 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Senior Manager--Fund
Accounting, Templeton Global Investors, Inc. (1995-1996).
Age 38.
</TABLE>
12
PAGE
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. PricewaterhouseCoopers
LLP has examined and reported on the fiscal year-end financial statements,
dated March 31, 2000, and certain related U.S. Securities and Exchange
Commission filings. You are being asked to ratify the Board's selection of
PricewaterhouseCoopers LLP for the current fiscal year. 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 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, nor have McGladrey & Pullen LLP's reports on
the financial statements contained an adverse opinion or a disclaimer of
opinion, or been qualified or modified as to uncertainty, audit scope, or
accounting. H&R Block, a public company, acquired certain assets of
McGladrey & Pullen, LLP on August 2, 1999. Following its 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 became associated with PricewaterhouseCoopers LLP. The
selection of PricewaterhouseCoopers LLP as auditors of the Fund for the
fiscal year ended March 31, 2000 was recommended by the Audit Committee and
approved by the Board on July 21, 1999. The selection was then ratified by
the Fund's shareholders at the 1999 Annual Meeting of Shareholders.
13
PAGE
Neither the firm of PricewaterhouseCoopers LLP nor any of its members have
any material direct or indirect financial interest in the Fund.
Representatives of PricewaterhouseCoopers 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 14, 2000, the persons named as proxies may
exercise their discretionary voting power with respect to any matter
presented at the Meeting.
- 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 a
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 94404. FT Services is a 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
14
PAGE
including statistical information and analysis, ongoing efforts to
publicize the Fund's shares and making information available to investors.
PENDING LITIGATION. A consolidated amended complaint was filed in January
2000 in In re Templeton Securities Litigation, Civ. Action No. 98-6059,
pending in the U.S. District Court for the Southern District of Florida,
following consolidation of three separate cases previously filed in that
court in 1998. The suit is brought by plaintiffs James C. Roumell, Michael
J. Wetta, and Richard Waksman against defendants Templeton Vietnam
Opportunities Fund, Inc. (now known as Templeton Vietnam and Southeast Asia
Fund, Inc.), 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. The consolidated
complaint seeks certification of a class and alleges that the defendants,
including the Fund, committed violations of the 1940 Act in connection with
the Fund's decision to conduct a tender offer commencing in December 1997.
Also, plaintiff Wetta asserts a claim under Maryland state law on behalf of
the Fund and against the other defendants. The consolidated complaint seeks
damages in excess of $40 million from all defendants. Wetta's claim also
seeks equitable and monetary relief from the defendants other than the Fund
in favor of the Fund. Management believes that this lawsuit is without
merit and intends to defend against this suit vigorously.
OTHER MATTERS. The Fund's last audited financial statements and annual
report, dated March 31, 2000, are available free of charge. To obtain a
copy, please call 1-800/DIAL BEN(R) or forward a written request to
Franklin/Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg,
Florida 33733-8030.
15
PAGE
As of September 1, 2000, the Fund had 4,566,873 shares outstanding and net
assets of $44,391,659. 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 September 1, 2000, there were no other entities holding
beneficially or of record more than 5% of the Fund's outstanding shares,
except as shown in the following table:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------- ------------------- ------------
<S> <C> <C>
City of London Investment Management 367,1001 7.84%2
Company Limited
10 Eastcheap
London EC3M ILX
England
</TABLE>
------------------------
1 The nature of beneficial ownership is sole voting and sole dispositive
power as reported on Schedule 13G filed with the U.S. Securities and
Exchange Commission on February 14, 2000.
2 As reported on Schedule 13G dated and filed with the SEC on February 14,
2000.
In addition, to the knowledge of the Fund's management, as of September 1,
2000, no nominee or Director of the Fund owned 1% or more of the
outstanding shares of the Fund, and the Directors and Officers of the Fund
owned, as a group, less than 1% of the outstanding shares of the Fund.
- FURTHER INFORMATION ABOUT VOTING AND
THE SHAREHOLDERS MEETING
Solicitation of Proxies. Your vote is being solicited by the Board of
Directors of the Fund. 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 a
professional proxy solicitation firm 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.
16
PAGE
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.
17
PAGE
SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting
will be held in November, 2001. 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 June 20, 2001 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 2001 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 3, 2001. 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 2001 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 18, 2000
18
PAGE
TLTVF PROXY 10/00
PAGE
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 29, 2000
The undersigned hereby revokes all previous proxies for his/her shares
and appoints BARBARA J. GREEN, SAMUEL J. FORESTER, JR. and BRUCE S. ROSENBERG,
and each of them, proxies of the undersigned with full power of substitution
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
3:00 p.m., Eastern time, on the 29th day of November 2000, including any
adjournments 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: Harris J. Ashton, Nicholas F. Brady,
listed (except as AUTHORITY S. Joseph Fortunato and Edith E. Holiday
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, 2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Proposal 3 - In their discretion, the Proxyholders are authorized to vote upon
such other matters which may properly come before the Meeting or any
adjournments thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
YES NO
I PLAN TO ATTEND THE MEETING. [ ] []
Signature(s) Dated , 2000
-------------------------------------------- -------------------------
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
