SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [ X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for use
of the Commission only (as
[ X] Definitive proxy statement permitted Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 240.14a-11(c) or 240.14a-12
(Name of Registrant as Specified in Its Charter)
TEMPLETON RUSSIA FUND, INC.
(Name of Person(s) Filing Proxy Statement)
TEMPLETON RUSSIA FUND, INC.
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2), or
Item 22(a)(2) of Schedule 14A..
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(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 material.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identifying the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
LOGO
Franklin Templeton
TEMPLETON RUSSIA FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
This document announces the date, time and location of the annual shareholders'
meeting, identifies the proposals to be voted on at the meeting, and contains
your proxy statement and proxy card. A proxy card is, in essence, a ballot. When
you vote your proxy, it tells us how you wish to vote on important issues
relating to your fund. If you complete and sign the proxy, we'll vote it exactly
as you tell us. If you simply sign the proxy, we'll vote it in accordance with
the Directors' recommendations on page 1.
We urge you to spend a few minutes with the proxy statement reviewing the
proposals at hand. Then, fill out your proxy card and return it to us. When
shareholders don't return their proxies in sufficient numbers, we have to incur
the expense of follow-up solicitations, which can cost your fund money. We want
to know how you would like to vote and welcome your comments. Please take a few
minutes with these materials and return your proxy to us. If you have any
questions, call the Fund Information Department at 1-800/DIAL BEN.
TEMPLETON RUSSIA FUND, INC.
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Russia Fund, Inc.
(the "Fund") will be held at 700 Central Avenue, St. Petersburg, Florida
33701-3628 on Wednesday, July 24, 1996 at 10:00 A.M. (EDT).
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of Directors of the Fund to hold office for the terms
specified;
2. The ratification or rejection of the selection of McGladrey & Pullen,
LLP as independent auditors of the Fund for the fiscal year ending
March 31, 1997; and
3. The transaction of any other business as may properly come before the
Meeting.
By order of the Board of Directors,
Thomas M. Mistele, Secretary
June 12, 1996
- -----------------------------------------------------------------------------
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 RUSSIA FUND, INC.
PROXY STATEMENT
INFORMATION ABOUT VOTING:
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on June 5, 1996 are
entitled to be present and to vote at the Meeting or any adjourned
Meeting. Each share of record is entitled to one vote on all matters
presented at the Meeting. The Notice of Meeting, the proxy, and the
proxy statement were mailed to shareholders of record on or about June
12, 1996.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on three proposals:
The election of eleven nominees to the position of Director;
The ratification or rejection of the selection of McGladrey &
Pullen, LLP as independent auditors of the Fund for the fiscal
year ending March 31, 1997; and
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 recommend that you vote:
FOR the election of nominees;
FOR the ratification of the selection of McGladrey & Pullen LLP
as independent auditors for the Fund; and
FOR the proxyholders to vote, in their discretion, on any other
business that may properly come before the Meeting.
HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person or you may complete and
return the attached proxy. Proxies that are signed, dated and received
by the close of business on Tuesday, July 23, 1996 will be voted as
specified. If you specify a vote for any of the proposals 1 through 3,
your proxy will be voted as you indicated. If you simply sign and date
the proxy, but don't specify a vote for any of the proposals 1 through
3, your shares will be voted in favor of the nominees for Director
(proposal 1), in favor of ratifying the selection of McGladrey &
Pullen, LLP as independent auditors (proposal 2), and/or in accordance
with the discretion of the persons named in the proxy as to any other
matters (proposal 3).
CAN I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by (1)
delivering a written revocation to the Secretary of the Fund, (2)
forwarding to the Fund a later-dated proxy that is received by the Fund
on or before July 23, 1996, or (3) attending the Meeting and voting in
person.
THE PROPOSALS:
1. ELECTION OF DIRECTORS:
HOW ARE NOMINEES SELECTED?
The Board of Directors of the Fund (the "Board") established a
Nominating and Compensation Committee (the "Committee") consisting of
Messrs. Hines and Macklin. The Committee is responsible for the
selection, nomination for appointment and election of candidates to
serve as Directors of the Fund. The Committee will review shareholders'
nominations to fill vacancies on the Board, if these nominations are in
writing and addressed to the Committee at the Fund's offices. However,
the Committee expects to be able to identify from its own resources an
ample number of qualified candidates.
WHO ARE THE NOMINEES AND DIRECTORS?
The Board is divided into three classes and each year the term of
office of one class expires. Harris J. Ashton, Nicholas F. Brady and
S. Joseph Fortunato have been nominated for three-year terms, set to
expire at the 1999 Annual Meeting of shareholders. Harmon E. Burns,
Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps have been
nominated for two-year terms, set to expire at the 1998 Annual Meeting
of shareholders. Martin L. Flanagan, John Wm. Galbraith, Andrew H.
Hines, Jr., and Charles B. Johnson have been nominated for one-year
terms, set to expire at the 1997 Annual Meeting of shareholders. These
terms continue, however, until successors are duly elected and
qualified. In addition, all of the nominees are currently members of
the Board and are also directors or trustees of other investment
companies in the Franklin Group of Funds(R) and the Templeton Group of
Funds (the "Franklin Templeton Group of Funds").
Certain nominees and Directors of the Fund hold director and/or officer
positions with Franklin Resources, Inc. ("Resources") and its
affiliates. Resources is a publicly owned holding company, the
principal shareholders of which are Charles B. Johnson and Rupert H.
Johnson, Jr. who own approximately 20% and 16% respectively, of
Franklin's 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. There are no family relationships among any of
the 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 will vote in their discretion for another person or
other persons who may be nominated as Directors.
Listed below, for each nominee and Director, is a brief description of
recent professional experience:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
PRINCIPAL OCCUPATION AND % OF TOTAL
NAME AND OFFICES WITH THE FUND DURING PAST FIVE OUTSTANDING ON
YEARS AND AGE DIRECTOR SINCE MAY 31, 1996
- ------------------------------- -------------------------------------- ------------------- ----------------
NOMINEES SERVING UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS:
<S> <C> <C> <C>
HARRIS J. ASHTON Chairman of the Board, president and 1994 1,000**
DIRECTOR chief executive officer of General Host
Corporation (nursery and craft
centers); and a director of RBC
Holdings (U.S.A.) Inc. (a bank holding
company) and Bar-S Foods. Age 63.
NICHOLAS F. BRADY* Chairman of Templeton Emerging Markets 1994 0
DIRECTOR Investment Trust PLC; chairman of
Templeton Latin America Investment
Trust PLC; chairman of Darby Overseas
Investments, Ltd. (an investment firm)
(1994-present); director of the Amerada
Hess Corporation, Capital Cities/ABC,
Inc., Christiana Companies, and the
H.J. Heinz Company; Secretary of the
United States Department of the
Treasury (1988-January, 1993); and
chairman of the board of Dillon, Read &
Co. Inc. (investment banking) prior to
1988. Age 66.
S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1994 1,000**
DIRECTOR Hardin, Kipp & Szuch; and a director of
General Host Corporation. Age 63.
NOMINEES TO SERVE UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS:
MARTIN L. FLANAGAN* Senior vice president, treasurer and 1994 0
DIRECTOR AND VICE PRESIDENT chief financial officer of Franklin
Resources, Inc.; director and executive vice
president of Templeton Investment Counsel,
Inc.; director, president and chief executive
officer of Templeton Global Investors, Inc.;
accountant with Arthur Andersen & Company
(1982-1983); and a member of the
International Society of Financial Analysts
and the American Institute of Certified
Public Accountants. Age 35.
JOHN WM. GALBRAITH President of Galbraith Properties, Inc. 1995 0
DIRECTOR (personal investment company); director
of Gulfwest Banks, Inc. (bank holding
company) (1995-present) and Mercantile
Bank (1991-present); vice chairman of
Templeton, Galbraith & Hansberger Ltd.
(1986-1992); and chairman of Templeton
Funds Management, Inc. (1974-1991). Age
74.
ANDREW H. HINES, JR. Consultant for the Triangle Consulting 1994 0
DIRECTOR Group; chairman of the board and chief
executive officer of Florida Progress
Corporation (1982-February 1990) and director
of various of its subsidiaries; chairman and
director of Precise Power Corporation;
executive-in-residence of Eckerd College
(1991-present); and a director of Checkers
Drive-In Restaurants, Inc.
Age 73.
CHARLES B. JOHNSON* President, chief executive officer, and 1994 50,000**
CHAIRMAN OF THE BOARD AND VICE director of Franklin Resources, Inc.;
PRESIDENT chairman of the board and director of
Franklin Advisers, Inc. and Franklin
Templeton Distributors, Inc.; director of
Franklin Administrative Services, Inc.,
General Host Corporation, and Templeton
Global Investors, Inc.; and officer and
director, trustee or managing general
partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. Age
63.
NOMINEES SERVING UNTIL 1997 ANNUAL MEETING OF SHAREHOLDERS:
HARMON E. BURNS Executive vice president, secretary and 1994 0
DIRECTOR director of Franklin Resources, Inc.;
executive vice president and director of
Franklin Templeton Distributors, Inc.;
executive vice president of Franklin
Advisers, Inc.; Director of Franklin
Templeton Investor Services, Inc.; officer
and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc. Age
51.
BETTY P. KRAHMER Director or trustee of various civic 1994 500**
DIRECTOR associations; formerly, economic
analyst, U.S. Government. Age 66.
GORDON S. MACKLIN Chairman of White River Corporation 1994 2,500**
DIRECTOR (information services); director of
Fund America Enterprises Holdings, Inc., MCI
Communications Corporation, Fusion Systems
Corporation, Infovest Corporation, and
Medimmune, Inc.; and formerly held the
following positions: chairman of Hambrecht
and Quist Group; director of H&Q Healthcare
Investors; and president of the National
Association of Securities Dealers, Inc.
Age 68.
FRED R. MILLSAPS Manager of personal investments 1994 0
DIRECTOR (1978-present); chairman and chief
executive officer of Landmark Banking
Corporation (1969-1978); financial vice
president of Florida Power and Light
(1965-1969); vice president of The Federal
Reserve Bank of Atlanta (1958-1965); and a
director of various other business and
nonprofit organizations. Age 67.
</TABLE>
* MESSRS. BRADY, BURNS, FLANAGAN, AND JOHNSON ARE "INTERESTED PERSONS" AS
DEFINED BY THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"). THE 1940
ACT STIPULATES THAT INTERESTED PERSONS CAN COMPRISE NO MORE THAN 60% OF A
FUND'S BOARD OF DIRECTORS. MR. JOHNSON IS AN INTERESTED PERSON DUE TO HIS
OWNERSHIP INTEREST IN RESOURCES. MESSRS. BURNS AND FLANAGAN ARE INTERESTED
PERSONS DUE TO THEIR EMPLOYMENT AFFILIATIONS WITH RESOURCES. MR. BRADY'S
STATUS AS AN INTERESTED PERSON RESULTS FROM HIS BUSINESS AFFILIATIONS WITH
RESOURCES AND TEMPLETON GLOBAL ADVISORS LTD. MR. BRADY AND RESOURCES ARE
BOTH LIMITED PARTNERS OF DARBY OVERSEAS PARTNERS, L.P.("DARBY OVERSEAS").
MR. BRADY ESTABLISHED DARBY OVERSEAS IN FEBRUARY 1994, AND IS CHAIRMAN AND
SHAREHOLDER OF THE CORPORATE GENERAL PARTNER OF DARBY OVERSEAS. IN
ADDITION, DARBY OVERSEAS AND TEMPLETON GLOBAL ADVISORS LTD. ARE LIMITED
PARTNERS OF DARBY EMERGING MARKETS FUND, L.P. THE REMAINING NOMINEES AND
DIRECTORS OF THE FUND ARE NOT INTERESTED PERSONS (THE "INDEPENDENT
DIRECTORS").
** LESS THAN 1%
HOW OFTEN DO THE DIRECTORS MEET AND WHAT ARE THEY PAID?
The Directors generally meet quarterly to review the operations of the
Fund and other funds within the Franklin Templeton Group of Funds. Each
fund pays its independent directors and Mr. Brady an annual retainer
and/or fees for attendance at board and committee meetings. This
compensation is based on the level of assets in each fund. Accordingly,
the Fund pays the Independent Directors and Mr. Brady an annual
retainer of $1,000 and a fee of $100 per meeting of the Board and its
committees attended, including the Audit Committee and the Nominating
and Compensation Committee. Independent Directors are reimbursed by the
Fund for any expenses incurred in attending Board meetings.
During the fiscal year ended March 31, 1996, there were five meetings
of the Board, two meetings of the Nominating and Compensation
Committee, and no meetings of the Audit Committee. Each of the
Directors then in office attended at least 75% of the total number of
meetings of the Board throughout the year. There was 100% attendance at
the meeting of the Nominating and Compensation Committee.
For the fiscal year ended March 31, 1996, the Directors received direct
aggregate compensation, which includes reimbursed expenses, in the
amount of $10,676. Certain Directors and Officers of the Fund are
shareholders of Resources and may receive indirect remuneration due to
their participation in management fees and other fees received from the
Franklin Templeton Group of Funds by Templeton Asset Management Ltd. -
Hong Kong Branch and its affiliates. Templeton Asset Management Ltd. -
Hong Kong Branch or its affiliates pay the salaries and expenses of the
Officers. No pension or retirement benefits are accrued as part of Fund
expenses.
The following table shows the compensation paid to Independent
Directors and Mr. Brady by the Fund and by the Franklin Templeton Group
of Funds:
<TABLE>
<CAPTION>
NUMBER OF BOARDS
AGGREGATE WITHIN THE FRANKLIN TOTAL COMPENSATION FROM
COMPENSATION FROM TEMPLETON GROUP OF THE FRANKLIN TEMPLETON
NAME OF DIRECTOR THE FUND* FUNDS ON WHICH GROUP OF FUNDS**
DIRECTOR SERVES
----------------------- ---------------------- ----------------------- --------------------------
<S> <C> <C> <C>
Harris J. Ashton $1,175 56 $327,925
F. Bruce Clarke 1,175 20 83,350
Andrew H. Hines, Jr. 1,242 24 106,325
Hasso-G Von
Diergardt-Naglo 1,175 20 77,350
Betty P. Krahmer 1,175 24 93,475
Fred R. Millsaps 1,175 24 104,325
S. Joseph Fortunato 1,175 58 344,745
Gordon S. Macklin 1,242 53 321,525
John Wm. 975 23 70,100
Galbraith
Nicholas F. Brady 1,075 25 98,225
</TABLE>
* For the fiscal year ended March 31, 1996.
** For the calendar year ended December 31, 1995.
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>
PRINCIPAL OCCUPATION
NAME AND OFFICES WITH FUND DURING PAST FIVE YEARS AND AGE
----------------------------------- ------------------------------------------
<S> <C>
CHARLES B. JOHNSON See Proposal 1, "Election of
CHAIRMAN AND VICE PRESIDENT SINCE Directors".
1995
J. MARK MOBIUS Portfolio manager of various Templeton
PRESIDENT SINCE 1994 advisory affiliates; managing director
of Templeton Asset
Management Ltd.;
president of
International
Investment Trust
Company Limited
(investment manager
of Taiwan R.O.C.
Fund) (1983-1986);
director of Vickers
da Costa, Hong Kong
(1980-1983). Age 59.
RUPERT H. JOHNSON, JR. See Proposal 1, "Election of Directors".
VICE PRESIDENT SINCE 1995
HARMON E. BURNS Executive vice president, secretary, and
VICE PRESIDENT SINCE 1995 director of Franklin Resources, Inc.;
executive vice
president and
director of Franklin
Templeton
Distributors, Inc.;
executive vice
president of
Franklin Advisers,
Inc.; and an officer
and/or director, as
the case may be, of
other subsidiaries
of Franklin
Resources, Inc. and
of various
investment companies
in the Franklin
Templeton Group. Age
51.
CHARLES E. JOHNSON Senior vice president and director of
VICE PRESIDENT SINCE 1995 Franklin Resources, Inc.; senior vice
president of Franklin Templeton
Distributors, Inc.; president and chief
executive officer of Templeton
Worldwide, Inc.; president and director
of Franklin Institutional Services
Corporation; chairman of the board of
Templeton Investment Counsel, Inc.; vice
president and/or director, as the case
may be, for some of the subsidiaries of
Franklin Resources, Inc.; and an officer
and/or director, as the case may be, of
various investment companies in the
Franklin Templeton Group. Age 39.
DEBORAH R. GATZEK Senior vice president and general
VICE PRESIDENT SINCE 1996 counsel of Franklin Resources, Inc.;
senior vice president of Franklin
Templeton Distributors, Inc.; vice
president of Franklin Advisers, Inc. and
officer of various investment companies
in the Franklin Templeton Group of
Funds. Age 47.
MARK G. HOLOWESKO President and director of Templeton
VICE PRESIDENT SINCE 1994 Global Advisors Limited; chief
investment officer of global equity
research for Templeton Worldwide, Inc.;
president or vice president of the
Templeton Funds; formerly, investment
administrator with Roy West Trust
Corporation (Bahamas) Limited
(1984-1985).
Age 36.
MARTIN L. FLANAGAN See Proposal 1, "Election of
VICE PRESIDENT SINCE 1994 Directors".
SAMUEL J. FORESTER, JR. President of the Templeton Global Bond
VICE PRESIDENT SINCE 1994 Managers Division of Templeton
Investment Counsel, Inc.; president or
vice president of other Templeton Funds;
founder and partner of Forester,
Hairston Investment Management
(1989-1990); managing director (Mid-East
Region) of Merrill Lynch, Pierce, Fenner
& Smith Inc. (1987-1988); advisor for
Saudi Arabian Monetary Agency
(1982-1987). Age 46.
JOHN R. KAY Vice president of the Templeton Funds;
VICE PRESIDENT SINCE 1994 vice president and treasurer of
Templeton Global Investors, Inc. and
Templeton Worldwide, Inc.; assistant
vice president of Franklin Templeton
Distributors, Inc.; formerly, vice
president and controller of the Keystone
Group, Inc. Age 55.
THOMAS M. MISTELE Senior vice president of Templeton
SECRETARY SINCE 1994 Global Investors, Inc.; vice president
of Franklin Templeton Distributors,
Inc.; secretary of the Templeton Funds;
formerly, attorney, Dechert Price &
Rhoads (1985-1988) and Freehill,
Hollingdale & Page (1988); and judicial
clerk, U.S. District Court (Eastern
District of Virginia) (1984-1985). Age
42.
JAMES R. BAIO Certified public accountant; treasurer
TREASURER SINCE 1994 of the Templeton Funds; senior vice
president of
Templeton Worldwide,
Inc., Templeton
Global Investors,
Inc., and Templeton
Funds Trust Company;
formerly, senior tax
manager with Ernst &
Young (certified
public accountants)
(1977-1989). Age 41.
</TABLE>
2. RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS:
HOW IS AN INDEPENDENT AUDITOR SELECTED?
The Board established a standing Audit Committee consisting of Messrs.
Clark, Galbraith, Hines and Millsaps, all of whom are Independent
Directors. The Audit Committee reviews generally the maintenance of the
Fund's records and the safekeeping arrangements of the Fund's
custodian, reviews both the audit and non-audit work of the Fund's
independent auditor, and submits a recommendation to the Board as to
the selection of an independent auditor.
WHICH INDEPENDENT AUDITOR DID THE BOARD OF DIRECTORS SELECT?
For the current fiscal year, the Board selected as auditors the firm of
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017.
McGladrey & Pullen, LLP has been the auditor of the Fund since its
inception in 1994, and has examined and reported on the fiscal year end
financial statements, dated March 31, 1996, and certain related
Securities and Exchange Commission filings. Neither the firm of
McGladrey & Pullen, LLP nor any of its members have any material direct
or indirect financial interest in the Fund.
Representatives of McGladrey & Pullen, LLP are not expected to be
present at the Meeting, but have been given the opportunity to make a
statement if they wish, and will be available should any matter arise
requiring their presence.
3. OTHER BUSINESS:
The Directors know of no other business to be presented at the Meeting.
However, if any additional matters should be properly presented,
proxies will be voted as specified. Proxies reflecting no specification
will be voted in accordance with the judgment of the persons named in
the proxy.
INFORMATION ABOUT THE FUND
The Fund's last audited financial statements and annual report, dated
March 31, 1996, are available free of charge. To obtain a copy, please
call 1-800/DIAL BEN or forward a written request to Franklin Templeton
Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida
33733-8030.
As of May 31, 1996, the Fund had 5,302,678 shares outstanding and
assets of $89,368,365. The Fund's shares are listed on the New York
Stock Exchange (symbol TRF). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the
benefit of their clients may exceed 5% of the total shares outstanding.
To the knowledge of the Fund's management, as of May 31, 1996, there
are no other entities holding beneficially or of record more than 5% of
the Fund's outstanding shares.
In addition, to the knowledge of the Fund's management, as of May 31,
1996, no nominees or directors 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, owned 1.2% of the outstanding shares of the
Fund.
U.S. securities laws require that the Fund's Directors, Officers, and
shareholders owning more than 10% of outstanding shares, as well as
affiliated persons of its investment manager, report their ownership of
the Fund's shares and any changes in that ownership. During the fiscal
year ended March 31, 1996, the filing dates for these reports were met.
In making this disclosure, the Fund relied upon the written
representations of the persons affected and copies of their relevant
filings.
THE INVESTMENT MANAGER. The investment manager of the Fund is Templeton
Asset Management Ltd. - Hong Kong Branch ("Templeton (Hong Kong)"), a
Singapore company with a branch office at Two Exchange Square, Hong
Kong. Pursuant to an investment management agreement amended and
restated as of November 23, 1995, Templeton (Hong Kong) manages the
investment and reinvestment of Fund resources. Templeton (Hong Kong) is
an indirect, wholly-owned subsidiary of Resources.
THE BUSINESS MANAGER. The business manager of the Fund is Templeton
Global Investors, Inc. ("TGII"), Broward Financial Center, Suite 2100,
Ft. Lauderdale, Florida 33394-3091, an indirect, wholly-owned
subsidiary of Resources. Pursuant to a business management agreement
dated June 15, 1995, TGII performs certain administrative functions for
the Fund. In addition, the TGII and the Fund have entered into a
sub-administration agreement dated June 15, 1995, with Princeton
Administrators, L.P. ("Princeton"), pursuant to which Princeton
performs, subject to TGII's supervision, various administrative
functions for the Fund. Princeton is an affiliate of Merrill Lynch,
Pierce, Fenner & Smith Inc., an initial underwriter of the Fund's
shares, and its address is P.O. Box 9011, Princeton, New Jersey 08543.
FURTHER INFORMATION ABOUT VOTING AND THE
SHAREHOLDER MEETING:
SOLICITATION OF PROXIES. The cost of soliciting proxies, including the
fees of a proxy soliciting agent, are borne by the Fund. The Fund
reimburses brokerage firms and others for their expenses in forwarding
proxy material to the beneficial owners and soliciting them to execute
proxies. The Fund, however, does not reimburse Directors, Officers,
regular employees and agents involved in the solicitation of proxies.
VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for
their customers and clients will request voting instructions from their
customers and clients. If these instructions are not received by the
date specified in the broker-dealer firms' proxy solicitation
materials, the Fund understands that the New York Stock Exchange
permits the broker-dealers to vote on the items to be considered at the
Meeting on behalf of their customers and clients. In addition, 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 broker-dealers have declined to vote ("broker non-votes")
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 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 at the Meeting. Proposal 3, the
transaction of any other business, is expected to require the
affirmative vote of a majority of the Fund's shares present at the
Meeting. Abstentions and broker "non-votes" have the effect of "no"
votes for purposes of obtaining approval of proposals 1, 2, and 3.
ADJOURNMENT. If a sufficient number of votes in favor of the proposals
contained in the Notice of Annual Meeting and Proxy Statement is not
received by the time scheduled for the Meeting, the persons named in
the proxy may propose one or more adjournments of the Meeting to permit
further solicitation of proxies with respect to any such proposals. Any
proposed adjournment requires the affirmative vote of a majority of
shares present at the Meeting. Proxies will be voted as specified.
Those proxies reflecting no specification will be voted in accordance
with the judgment of the persons named in the proxy.
SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual
meeting will be held in July 1997. Shareholder proposals to be
presented at the next annual meeting must be received at the Fund's
offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628, no
later than February 28, 1997.
By order of the Board of Directors,
Thomas M. Mistele, Secretary
June 12, 1996
TEMPLETON RUSSIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, JULY 24, 1996
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS M. MISTELE, JAMES R. BAIO and
JOHN R. KAY, and each of them, with full power of substitution, as proxies to
vote for and in the name, place and stead of the undersigned at the Annual
Meeting of Shareholders of Templeton Russia Fund, Inc. (the "Fund") to be held
at the Fund's offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628,
on Wednesday, July 24, 1996 at 10:00 A.M., EDT, and at any adjournment thereof,
according to the number of votes and as fully as if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER (OR NOT
VOTED) AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR
ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1, AND IN FAVOR OF PROPOSAL 2, AND WITHIN
THE DISCRETION OF THE PROXYHOLDERS AS TO PROPOSAL 3.
, 1996
- -------------------------------------------- -------------------------
Signature(s) Date
PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. IF
MORE THAN ONE OWNER IS REGISTERED AS SUCH, ALL MUST SIGN. IF SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE OR ANY OTHER REPRESENTATIVE CAPACITY, OR AS A
CORPORATE OFFICER, PLEASE GIVE FULL TITLE.
(CONTINUED ON OTHER SIDE)
FOLD AND DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.
Proposal 1 - Election of Directors
FOR all nominees WITHHOLD Nominees: Harris J. Ashton, Nicholas
listed (except as AUTHORITY F. Brady, Harmon E. Burns, Martin L.
marked to the right) to vote for all Flanagan, S. Joseph Fortunato, John
nominees listed. Wm. Galbraith, Andrew H. Hines, Jr.,
Charles B. Johnson, Betty P.
Krahmer, Gordon S. Macklin and
Fred R. Millsaps
To withhold authority to
vote for any individual
nominee, write that
nominee's name on the line
below.
------------------------------------------------------------
Proposal 2 - Ratification of the selection of McGladrey & Pullen, LLP
as independent public accountants for the Fund for the fiscal
year ending March 31, 1997.
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
I PLAN TO ATTEND THE MEETING.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
FOLD AND DETACH HERE
