SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
TEMPLETON RUSSIA FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if 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 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
[FRANKLIN TEMPLETON LOGO APPEARS HERE]
TEMPLETON RUSSIA FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the Annual Meeting of Shareholders scheduled for
Monday, August 28, 2000 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).
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.
<PAGE>
[FRANKLIN TEMPLETON LOGO APPEARS HERE]
TEMPLETON RUSSIA FUND, INC.
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting ("Meeting") of shareholders of Templeton Russia Fund, Inc.
(the "Fund") will be held at the Fund's offices, 500 East Broward Boulevard,
12th Floor, Ft. Lauderdale, Florida 33394-3091 on Monday, August 28, 2000 at
10:00 a.m. Eastern time.
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of five 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
July 19, 2000
MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL
RECEIVE PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF
SHARES YOU OWN.
<PAGE>
TEMPLETON RUSSIA FUND, INC.
PROXY STATEMENT
- INFORMATION ABOUT VOTING
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on Thursday, June 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 July 19,
2000.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on three proposals:
1. The election of five nominees to the position of Director;
2. The ratification or rejection of the selection of 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 five 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
<PAGE>
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 five Directors are expiring. Harmon E. Burns, Frank J. Crothers,
Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps 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 Franklin funds/registered trademark/ and/or
Templeton funds/registered trademark/ (collectively, the "Franklin
Templeton funds").
2
<PAGE>
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 other
persons who may be nominated as Directors.
3
<PAGE>
Listed below, for each nominee and Director, is a brief description of
recent professional experience, and ownership of shares of the Fund and
shares of the Franklin Templeton funds.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL FUNDS (INCLUDING
NAME, PRINCIPAL OCCUPATION OUTSTANDING SHARES THE FUND) AS OF
DURING PAST FIVE YEARS AND AGE AS OF JUNE 30, 2000 JUNE 30, 2000
-------------------------------------- --------------------- -----------------
<S> <C> <C>
NOMINEES TO SERVE UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS:
HARMON E. BURNS*
DIRECTOR SINCE 1994 AND VICE
PRESIDENT SINCE 1996
0 599,203
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.
FRANK J. CROTHERS
DIRECTOR SINCE 1998
0 7,994
Chairman, Caribbean Electric Utility
Services Corporation and
Atlantic Equipment & Power Ltd.;
Vice Chairman, Caribbean
Utilities Co., Ltd.; President,
Provo Power Corporation; director of
various other business and
non-profit organizations; and director
or trustee, as the case may be, of 12
of the investment companies in
Franklin Templeton Investments. Age 56.
BETTY P. KRAHMER
DIRECTOR SINCE 1994
500(**) 141,995
Director or trustee of various civic
associations; director or trustee,
as the case may be, of 19 of the
investment companies in Franklin
Templeton Investments; and FORMERLY,
Economic Analyst, U.S.
government. Age 70.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL FUNDS (INCLUDING
NAME, PRINCIPAL OCCUPATION OUTSTANDING SHARES THE FUND) AS OF
DURING PAST FIVE YEARS AND AGE AS OF JUNE 30, 2000 JUNE 30, 2000
-------------------------------------- --------------------- -----------------
<S> <C> <C>
GORDON S. MACKLIN
DIRECTOR SINCE 1994
2,500(**) 301,534
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
DIRECTOR SINCE 1994
0 1,846,295
Manager of personal investments
(1978-present); director of
various business and nonprofit
organizations; director or trustee, as
the case may be, of 20 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.
DIRECTORS SERVING UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS:
HARRIS J. ASHTON
DIRECTOR SINCE 1994
1,000(**) 508,050
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.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL FUNDS (INCLUDING
NAME, PRINCIPAL OCCUPATION OUTSTANDING SHARES THE FUND) AS OF
DURING PAST FIVE YEARS AND AGE AS OF JUNE 30, 2000 JUNE 30, 2000
-------------------------------------- --------------------- -----------------
<S> <C> <C>
NICHOLAS F. BRADY*
DIRECTOR SINCE 1994
1,000(**) 60,602
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 19 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. (investment banking) (until
1988) and U.S. Senator, New
Jersey (April 1982-December 1982).
Age 70.
S. JOSEPH FORTUNATO
DIRECTOR SINCE 1994
1,000(**) 644,201
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 67.
CONSTANTINE D. TSERETOPOULOS
DIRECTOR SINCE 1997
0 68,645
Physician, Lyford Cay Hospital
(1987-present); director of various
nonprofit organizations; director or
trustee, as the case may be, of
12 of the investment companies in
Franklin Templeton
Investments; and FORMERLY,
Cardiology Fellow, University of
Maryland (1985-1987) and Internal
Medicine Intern, Greater
Baltimore Medical Center
(1982-1985). Age 46.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL FUNDS (INCLUDING
NAME, PRINCIPAL OCCUPATION OUTSTANDING SHARES THE FUND) AS OF
DURING PAST FIVE YEARS AND AGE AS OF JUNE 30, 2000 JUNE 30, 2000
-------------------------------------- --------------------- -----------------
<S> <C> <C>
DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS:
MARTIN L. FLANAGAN*
DIRECTOR AND VICE PRESIDENT SINCE 1994
0 13,203
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.
JOHN WM. GALBRAITH
DIRECTOR SINCE 1995
1,167(**) 3,198,310
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 78.
ANDREW H. HINES, JR.
DIRECTOR SINCE 1994
0 58,443
Consultant, Triangle Consulting
Group; Executive-in-Residence,
Eckerd College (1991-present);
director or trustee, as the case may
be, of 20 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.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL FUNDS (INCLUDING
NAME, PRINCIPAL OCCUPATION OUTSTANDING SHARES THE FUND) AS OF
DURING PAST FIVE YEARS AND AGE AS OF JUNE 30, 2000 JUNE 30, 2000
-------------------------------------- --------------------- -----------------
<S> <C> <C>
EDITH E. HOLIDAY
DIRECTOR SINCE 1996
100(**) 18,195
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 (processed foods and
allied products) (1994-present) and
RTI International Metals, Inc.
(manufacture and distribution of
titanium) (July 1999-present);
director or trustee, as the case may
be, of 26 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.
CHARLES B. JOHNSON*
CHAIRMAN SINCE 1995 AND VICE
PRESIDENT SINCE 1994
50,000(**) 22,617,159
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.
</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 affiliation 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%.
8
<PAGE>
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 an annual
retainer of $2,000 and 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 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 by the Investment Manager and its
affiliates from the Franklin Templeton funds. 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
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 $2,500 48 $363,165
Nicholas F. Brady 2,500 19 138,700
Frank J. Crothers 2,526 12 72,400
S. Joseph Fortunato 2,500 50 363,238
John Wm. Galbraith 2,513 18 144,200
Andrew H. Hines, Jr. 2,513 20 203,700
Edith E. Holiday 2,500 26 237,265
Betty P. Krahmer 2,500 19 138,700
Gordon S. Macklin 2,500 48 363,165
Fred R. Millsaps 2,512 20 201,700
Constantine D. Tseretopoulos 2,516 12 70,400
</TABLE>
------------------------
9
<PAGE>
* 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
157 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.
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
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
------------------------------ ----------------------------------------------------------------
<S> <C>
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 63.
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 59.
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.
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 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."
DIRECTOR AND VICE PRESIDENT
SINCE 1994
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
-------------------------------------- ----------------------------------------------------------------
<S> <C>
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 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 Vice President, Templeton Worldwide, Inc.; Assistant Vice
VICE PRESIDENT SINCE 1994 President, Franklin Templeton Distributors, Inc.; officer of 24
of the investment companies in Franklin Templeton
Investments; and FORMERLY, Vice President and Controller,
Keystone Group, Inc. Age 59.
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.
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. and Templeton Global Investors, Inc.; officer of some of
the other subsidiaries of Franklin Resources, Inc. and 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.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
--------------------------------- ----------------------------------------------------------------
<S> <C>
DAVID P. GOSS Counsel, Franklin Resources, Inc.; President, Chief Executive
VICE PRESIDENT AND ASSISTANT Officer and Director, Franklin Select Realty Trust, Property
SECRETARY SINCE FEBRUARY 2000 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.
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 other subsidiaries
of Franklin Resources, Inc. and of 23 of the investment
companies in Franklin Templeton Investments; 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 45.
JAMES R. BAIO Certified Public Accountant; Senior Vice President,
TREASURER SINCE 1994 Templeton Worldwide, Inc., Templeton Global Investors, Inc.
and FTTrust Company; officer of 20 of the investment
companies in Franklin Templeton Investments; and FORMERLY,
Senior Tax Manager, Ernst & Young (certified public
accountants) (1977-1989). Age 46.
</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.
13
<PAGE>
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 for the last two years contained an adverse
opinion or a disclaimer of opinion, or been qualified or modified as to
uncertainty, audit scope, or accounting principles. 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.
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.
14
<PAGE>
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 June 29, 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 an 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 94404. FT Services is an indirect, wholly
owned subsidiary of Resources. Pursuant to an administration agreement, FT
Services performs certain administrative functions for the Fund. In
addition, FT Services and the Fund have entered into a sub-administration
agreement with Princeton Administrators, L.P. ("Princeton"), pursuant to
which Princeton performs, subject to FT Services' supervision, various
administrative functions for the Fund. Princeton is an affiliate of Merrill
Lynch, Pierce, Fenner & Smith Inc., an initial underwriter of the Fund's
shares, and Princeton's address is P.O. Box 9011, Princeton, New Jersey
08543-9011.
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.
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/registered trademark/ or forward a written
request to Franklin/Templeton Investor Services, Inc., P.O. Box 33030, St.
Petersburg, Florida 33733-8030.
15
<PAGE>
As of June 1, 2000, the Fund had 5,418,175 shares outstanding and total net
assets of $85,873,563. The Fund's shares are listed on the NYSE (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 June 1, 2000, 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 June 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
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
the 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.
16
<PAGE>
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 or any
adjournments thereof, 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.
SIMULTANEOUS MEETINGS. The Meeting is to be held at the same time as the
annual meeting of shareholders of Templeton Emerging Markets Appreciation
Fund, Inc. It is anticipated that both meetings will be held
simultaneously. If any shareholder at the Meeting objects to the holding of
a simultaneous meeting and moves for an adjournment of the Meeting to a
time promptly after the simultaneous meeting, the persons named as proxies
will vote in favor of such adjournment.
ADJOURNMENT. 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 August, 2001. Shareholder proposals to be presented at the
next annual meeting must be
17
<PAGE>
received at the Fund's offices, 500 East Broward Boulevard, Ft. Lauderdale,
Florida 33394-3091, Attn: Secretary, no later than March 21, 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 June 4, 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
July 19, 2000
18
<PAGE>
TLTRF PROXY 7/00
<PAGE>
TEMPLETON RUSSIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 28, 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 Russia 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
28th day of August 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 [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.
<TABLE>
<S> <C> <C>
Proposal 1 - Election of Directors.
FOR all nominees WITHHOLD Nominees: HARMON E. BURNS, FRANK J. CROTHERS,
listed (except as AUTHORITY BETTY P. KRAHMER, GORDON S. MACKLIN AND FRED R. MILLSAPS
marked to the right) to vote for all
nominees listed
[ ] [ ] To withhold authority to vote for any individual
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 that may properly come before the Meeting or any adjournments
thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
I PLAN TO ATTEND THE MEETING. YES NO
[ ] [ ]
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
