-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SufUuK+KaLbJHOGPBWZDqbPURE/9E6EpG2MzGkFRwknErJ1A876CJdRgG9+LNwmJ UToSLMzPfq+lgDK4125CMQ== 0000943663-97-000186.txt : 19970806 0000943663-97-000186.hdr.sgml : 19970806 ACCESSION NUMBER: 0000943663-97-000186 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970923 FILED AS OF DATE: 19970805 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON RUSSIA FUND INC CENTRAL INDEX KEY: 0000930828 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08788 FILM NUMBER: 97651841 BUSINESS ADDRESS: STREET 1: 700 CENTRAL AVE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138238712 MAIL ADDRESS: STREET 2: 700 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 DEF 14A 1 NOTICE OF MEETING AND 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 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) TEMPLETON RUSSIA FUND, INC. ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): /X/ No fee required. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transactions applies: - ---------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: - ---------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - ---------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - ---------------------------------------------------------------------------- (5) Total fee paid: - ---------------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: - ---------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - ---------------------------------------------------------------------------- (3) Filing party: - ---------------------------------------------------------------------------- (4) Date filed: - ---------------------------------------------------------------------------- [GRAPHIC OMITTED] 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 review the proxy statement carefully. Then, fill out your proxy card and return it to us. When shareholders don't return their proxies in sufficient numbers, we have to incur the expense of follow-up solicitations, which can cost your fund money. We want to know how you would like to vote and welcome your comments. Please take a few minutes with these materials and return your proxy to us. If you have any questions, call the Fund Information Department at 1-800/DIAL BEN. [GRAPHIC OMITTED] TEMPLETON RUSSIA FUND, INC. NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting ("Meeting") of shareholders of Templeton Russia Fund, Inc. (the "Fund") will be held at 500 E. Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, September 23, 1997 at 10:00 A.M. (EDT). During the Meeting, shareholders of the Fund will vote on three proposals: 1. The election of Directors of the Fund to hold office for the terms specified; 2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as independent auditors of the Fund for the fiscal year ending March 31, 1998; and 3. The transaction of any other business as may properly come before the Meeting. By order of the Board of Directors, Barbara J. Green, Secretary August 4, 1997 Many shareholders hold shares in more than one Templeton Fund and will receive proxy material for each fund owned. Please sign and promptly return each proxy card in the self-addressed envelope regardless of the number of shares you own. TEMPLETON RUSSIA FUND, INC. PROXY STATEMENT - INFORMATION ABOUT VOTING: Who is eligible to vote? Shareholders of record at the close of business on June 27, 1997 are entitled to be present and to vote at the Meeting or any adjourned Meeting. Each share of record is entitled to one vote on all matters presented at the Meeting. The Notice of Meeting, the proxy, and the proxy statement were mailed to shareholders of record on or about August 4, 1997. On what issues am I being asked to vote? You are being asked to vote on three proposals: 1. The election of six nominees to the position of Director; 2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as independent auditors of the Fund for the fiscal year ending March 31, 1998; and 3. The transaction of any other business that may properly come before the Meeting. How do the Fund's Directors recommend that I vote? The Directors unanimously recommend that you vote: 1. FOR the election of nominees; 2. FOR the ratification of the selection of McGladrey & Pullen, LLP as independent auditors for the Fund; and 3. FOR the proxyholders to vote, in their discretion, on any other business that may properly come before the Meeting. 1 How do I ensure that my vote is accurately recorded? You may attend the Meeting and vote in person or you may complete and return the attached proxy. Proxies that are properly signed, dated and received by the close of business on Monday, September 22, 1997 will be voted as specified. If you specify a vote for any of the proposals 1 through 3, your proxy will be voted as you indicated. If you simply sign and date the proxy, but don't specify a vote for any of the proposals 1 through 3, your shares will be voted in favor of the nominees for Director (Proposal 1), in favor of ratifying the selection of McGladrey & Pullen, LLP as independent auditors (Proposal 2), and/or in accordance with the discretion of the persons named in the proxy as to any other matters (Proposal 3). Can I revoke my proxy? You may revoke your proxy at any time before it is voted by (1) delivering a written revocation to the Secretary of the Fund, (2) forwarding to the Fund a later-dated proxy that is received by the Fund at or prior to the Meeting, or (3) attending the Meeting and voting in person. - THE PROPOSALS: 1. ELECTION OF DIRECTORS: How are nominees selected? The Board of Directors of the Fund (the "Board") has a standing Nominating and Compensation Committee (the "Committee") consisting of Andrew H. Hines, Jr. and Gordon S. Macklin. The Committee is responsible for the selection, nomination for appointment and election of candidates to serve as Directors of the Fund. The Committee will review shareholders' nominations to fill vacancies on the Board, if these nominations are in writing and addressed to the Committee at the Fund's offices. However, the Committee expects to be able to identify from its own resources an ample number of qualified candidates. 2 Who are the nominees and Directors? The Board is divided into three classes and each year the term of office of one class expires. Harmon E. Burns, Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps have been nominated for three-year terms, set to expire at the 2000 Annual Meeting of shareholders. Constantine D. Tseretopoulos has been nominated for a two-year term, set to expire at the 1999 Annual Meeting of Shareholders. Edith E. Holiday has been nominated for a one-year term, set to expire at the 1998 Annual Meeting of Shareholders. These terms continue, however, until successors are duly elected and qualified. In addition, all of the nominees, except Constantine D. Tseretopoulos, are currently members of the Board and all of the current Directors and nominees are also directors or trustees of other investment companies in the Franklin Group of Funds(R) and the Templeton Group of Funds (the "Franklin Templeton Group of Funds"). Certain nominees and Directors of the Fund hold director and/or officer positions with Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a publicly owned holding company, the principal shareholders of which are Charles B. Johnson and Rupert H. Johnson, Jr., who own approximately 19% and 15%, respectively, of its outstanding shares. Resources is primarily engaged, through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative services to a family of investment companies. Resources is a New York Stock Exchange, Inc. ("NYSE") listed holding company (NYSE: BEN). The Fund's investment manager and fund administrator are indirect wholly-owned subsidiaries of Resources. There are no family relationships among any of the Directors or nominees for Director. Each nominee is currently available and has consented to serve if elected. If any of the nominees should become unavailable, the persons named in the proxy will vote in their discretion for another person or other persons who may be nominated as Directors. 3 Listed below, for each nominee and Director, is a brief description of recent professional experience, as well as each such person's ownership of shares of the Fund and shares of all funds in the Franklin Templeton Group of Funds:
Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------------ -------------------------------------- ------------------ --------------- Nominees to serve until 2000 Annual Meeting of Shareholders: HARMON E. BURNS* Executive vice president, secretary, 0 1,176,222 Director since 1994 and and director of Franklin Vice President since 1996 Resources, Inc.; executive vice president and director of Franklin Templeton Distributors, Inc. and Franklin Templeton Services, Inc.; executive vice president of Franklin Advisers, Inc.; director of Franklin/Templeton Investor Services, Inc.; and officer and/or director or trustee, as the case may be, of most of the other subsidiaries of Franklin Resources, Inc. and 58 of the investment companies in the Franklin Templeton Group of Funds. Age 52. BETTY P. KRAHMER Director or trustee of various civic 500(**) 87,791 Director since 1994 associations; formerly, economic analyst, U.S. government; and director or trustee of 23 of the investment companies in the Franklin Templeton Group of Funds. Age 68.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------ --------------------------------------- ------------------ --------------- GORDON S. MACKLIN Chairman of White River 2,500(**) 165,409 Director since 1994 Corporation (financial services); director of Fund American Enterprises Holdings, Inc., MCI Communications Corporation, CCC Information Services Group, Inc. (information services), MedImmune, Inc. (biotechnology), Shoppers Express, Inc. (home shopping) and Spacehab, Inc. (aerospace technology); formerly, chairman of Hambrecht and Quist Group; director of H&Q Healthcare Investors, and president of the National Association of Securities Dealers, Inc.; and director or trustee, as the case may be, of 50 of the investment companies in the Franklin Templeton Group of Funds. Age 69. FRED R. MILLSAPS Manager of personal investments 0 495,283 Director since 1994 (1978-present); director of various business and nonprofit organizations; formerly, chairman and chief executive officer of Landmark Banking Corporation (1969-1978), financial vice president of Florida Power and Light (1965-1969), and vice president of The Federal Reserve Bank of Atlanta (1958-1965); and director or trustee, as the case may be, of 24 of the investment companies in the Franklin Templeton Group of Funds. Age 68.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------ -------------------------------------- ------------------ --------------- Nominee to serve until 1999 Annual Meeting of Shareholders: CONSTANTINE DEAN Physician, Lyford Cay Hospital 0 3,894 TSERETOPOULOS (1987-present); director of various nonprofit organizations; formerly, cardiology fellow, University of Maryland (1985-1987) and internal medicine intern, Greater Baltimore Medical Center (1982-1985); and director or trustee, as the case may be, of 4 of the investment companies in the Franklin Templeton Group of Funds. Age 43. Directors serving until 1999 Annual Meeting of Shareholders: HARRIS J. ASHTON Chairman of the board, president 1,000(**) 270,600 Director since 1994 and chief executive officer of General Host Corporation (nursery and craft centers); director of RBC Holdings Inc. (a bank holding company) and Bar-S Foods (a meat packing company); and director or trustee, as the case may be, of 53 of the investment companies in the Franklin Templeton Group of Funds. Age 65.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------ -------------------------------------- ------------------ --------------- NICHOLAS F. BRADY* Chairman of Templeton Emerging 0 17,805 Director since 1994 Markets Investment Trust PLC; chairman of Templeton Latin America Investment Trust PLC; chairman of Darby Overseas Investments, Ltd. (an investment firm) (1994-present); chairman and director of Templeton Central and Eastern European Investment Company; director of the Amerada Hess Corporation, Christiana Companies, and the H.J. Heinz Company; formerly, Secretary of the United States Department of the Treasury (1988-1993) and chairman of the board of Dillon, Read & Co. Inc. (investment banking) prior to 1988; and director or trustee, as the case may be, of 23 of the investment companies in the Franklin Templeton Group of Funds. Age 67. S. JOSEPH FORTUNATO Member of the law firm of Pitney, 1,000(**) 372,998 Director since 1994 Hardin, Kipp & Szuch; director of General Host Corporation (nursery and craft centers); and director or trustee, as the case may be, of 55 of the investment companies in the Franklin Templeton Group of Funds. Age 65.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------ -------------------------------------- ------------------ --------------- Nominee to serve until 1998 Annual Meeting of Shareholders: EDITH E. HOLIDAY Director (1993-present) of 0 248 Director since 1996 Amerada Hess Corporation and Hercules Incorporated; director of Beverly Enterprises, Inc. (1995-present) and H.J. Heinz Company (1994-present); chairman (1995-present) and trustee (1993-present) of National Child Research Center; formerly, assistant to the President of the United States and Secretary of the Cabinet (1990-1993), general counsel to the United States Treasury Department (1989-1990), and counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-- United States Treasury Department (1988-1989); and director or trustee, as the case may be, of 16 of the investment companies in the Franklin Templeton Group of Funds. Age 45.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------- -------------------------------------- ------------------ --------------- Directors serving until 1998 Annual Meeting of Shareholders: MARTIN L. FLANAGAN* Senior vice president, treasurer 0 2,803 Director and Vice and chief financial officer of President since 1994 Franklin Resources, Inc.; director and executive vice president of Templeton Worldwide, Inc.; director, executive vice president and chief operating officer of Templeton Investment Counsel, Inc.; senior vice president and treasurer of Franklin Advisers, Inc.; treasurer of Franklin Advisory Services, Inc.; treasurer and chief financial officer of Franklin Investment Advisory Services, Inc.; president of Franklin Templeton Services, Inc.; senior vice president of Franklin/Templeton Investor Services, Inc.; and officer and/or director or trustee, as the case may be, of 58 of the investment companies in the Franklin Templeton Group of Funds. Age 37.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - ------------------------- -------------------------------------- ------------------ --------------- JOHN WM. GALBRAITH President of Galbraith Properties, 1,000(**) 2,359,596 Director since 1995 Inc. (personal investment company); director of Gulf West Banks, Inc. (bank holding company) (1995-present); formerly, director of Mercantile Bank (1991-1995); vice chairman of Templeton, Galbraith & Hansberger Ltd. (1986-1992); and chairman of Templeton Funds Management, Inc. (1974-1991); and director or trustee, as the case may be, of 22 of the investment companies in the Franklin Templeton Group of Funds. Age 75. ANDREW H. HINES, JR. Consultant for the Triangle 0 27,488 Director since 1994 Consulting Group; executive-in- residence of Eckerd College (1991-present); formerly, chairman of the board and chief executive officer of Florida Progress Corporation (1982-1990) and director of various of its subsidiaries; and director or trustee, as the case may be, of 24 of the investment companies in the Franklin Templeton Group of Funds. Age 74.
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Shares Beneficially Owned in the Franklin Shares Owned Templeton Beneficially and Group of Funds Principal Occupation % of Total (including the Name and Offices During Past Five Outstanding on Fund) as of with the Fund Years and Age May 31, 1997 April 18, 1997 - -------------------------- ------------------------------------- ------------------ --------------- CHARLES B. JOHNSON* President, chief executive officer, 50,000(**) 2,086,567 Chairman of the Board and director of Franklin since 1995 and Vice Resources, Inc.; chairman of the President since 1994 board and director of Franklin Advisers, Inc., Franklin Investment Advisory Services, Inc., Franklin Advisory Services, Inc., and Franklin Templeton Distributors, Inc.; director of Franklin/ Templeton Investor Services, Inc., Franklin Templeton Services, Inc., and General Host Corporation (nursery and craft centers); and officer and/or director or trustee, as the case may be, of most of the other subsidiaries of Franklin Resources, Inc. and 54 of the investment companies in the Franklin Templeton Group of Funds. Age 64. - -------------------- * 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 (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. 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 Limited Mr. Brady and Resources are both limited partners of Darby Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady established Darby Overseas in February 1994, and is Chairman and shareholder of the corporate general partner of Darby Overseas. In addition, Darby Overseas and Templeton Global Advisors Limited are limited partners of Darby Emerging Markets Fund, L.P. The remaining nominees and Directors of the Fund are not interested persons (the "Independent Directors"). ** Less than 1%
11 How often do the Directors meet and what are they paid? The Directors generally meet quarterly to review the operations of the Fund and other funds within the Franklin Templeton Group of Funds. Each fund pays its independent directors/ trustees and Mr. Brady an annual retainer and/or fees for attendance at board and committee meetings. This compensation is based on the total net assets in each fund. Accordingly, as of the last scheduled meeting the Fund paid the Independent Directors and Mr. Brady an annual retainer of $1,000 and a fee of $100 per meeting of the Board and its portion of a flat fee of $2,000 for each Audit Committee meeting and/or Nominating and Compensation Committee meeting attended. Independent Directors and Mr. Brady are reimbursed by the Fund for any expenses incurred in attending Board and Committee meetings. During the fiscal year ended March 31, 1997, there were four meetings of the Board, two meetings of the Nominating and Compensation Committee, and one meeting of the Audit Committee. Each of the Directors then in office attended at least 75% of the total number of meetings of the Board and the Audit Committee throughout the year. There was 100% attendance at the meetings of the Nominating and Compensation Committee. Certain Directors and Officers of the Fund are shareholders of Resources and may receive indirect remuneration due to their participation in management fees and other fees received from the Franklin Templeton Group of Funds by Templeton Asset Management Ltd. and its affiliates. Templeton Asset Management Ltd. or its affiliates pay the salaries and expenses of the Officers. No pension or retirement benefits are accrued as part of Fund expenses. 12 The following table shows the compensation paid to Independent Directors and Mr. Brady by the Fund and by the Franklin Templeton Group of Funds:
Number of Boards within the Franklin Aggregate Templeton Group of Total Compensation from Compensation Funds on which the Franklin Templeton Name of Director from the Fund* Director Serves Group of Funds** - ----------------------------------- ---------------- -------------------- ------------------------ Harris J. Ashton $1,400 53 $343,592 Andrew H. Hines, Jr. 1,519 24 130,525 Edith E. Holiday*** 700 16 15,450 Betty P. Krahmer 1,400 23 119,275 Fred R. Millsaps 1,519 24 130,525 S. Joseph Fortunato 1,400 55 360,412 Gordon S. Macklin 1,400 50 335,542 John Wm. Galbraith 1,519 22 102,475 Nicholas F. Brady 1,400 23 119,275 Constantine Dean Tseretopoulos 0 4 29,550 -------------------- * For the fiscal year ended March 31, 1997. ** For the calendar year ended December 31, 1996. *** Ms. Holiday was appointed to the Board on December 3, 1996.
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:
Principal Occupation Name and Offices with Fund During Past Five Years and Age - ------------------------------------- ------------------------------------------------------------ CHARLES B. JOHNSON See Proposal 1, "Election of Directors". Chairman of the Board since 1995 and Vice President since 1994 J. MARK MOBIUS Portfolio manager of various Templeton advisory affiliates; President since 1994 managing director of Templeton Asset Management Ltd.; formerly, president of International Investment Trust Company Limited (investment manager of Taiwan R.O.C. Fund) (1986-1987) and director of Vickers da Costa, Hong Kong (1983-1986); and officer of 8 of the investment companies in the Franklin Templeton Group of Funds. Age 60.
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Principal Occupation Name and Offices with Fund During Past Five Years and Age - ------------------------------ ------------------------------------------------------------------ RUPERT H. JOHNSON, JR. Executive vice president and director of Franklin Resources, Vice President since 1996 Inc. and Franklin Templeton Distributors, Inc.; president and director of Franklin Advisers, Inc.; senior vice president and director of Franklin Advisory Services, Inc.; director of Franklin/Templeton Investor Services, Inc.; and officer and/or director or trustee, as the case may be, of most other subsidiaries of Franklin Resources, Inc. and 58 of the investment companies in the Franklin Templeton Group of Funds. Age 56. HARMON E. BURNS See Proposal 1, "Election of Directors". Vice President since 1996 and Director since 1994 CHARLES E. JOHNSON Senior vice president and director of Franklin Resources, Inc.; Vice President since 1996 senior vice president of Franklin Templeton Distributors, Inc.; president and director of Templeton Worldwide, Inc.; president, chief executive officer, chief investment officer and director of Franklin Institutional Services Corporation; chairman and director of Templeton Investment Counsel, Inc.; vice president of Franklin Advisers, Inc.; officer and/or director, of some of the other subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee, as the case may be, of 37 of the investment companies in the Franklin Templeton Group of Funds. Age 41. DEBORAH R. GATZEK Senior vice president and general counsel of Franklin Vice President since 1996 Resources, Inc.; senior vice president of Franklin Templeton Services, Inc. and Franklin Templeton Distributors, Inc.; vice president of Franklin Advisers, Inc. and Franklin Advisory Services, Inc.; vice president, chief legal officer and chief operating officer of Franklin Investment Advisory Services, Inc.; and officer of 58 of the investment companies in the Franklin Templeton Group of Funds. Age 48. MARK G. HOLOWESKO President and director of Templeton Global Advisors Vice President since 1994 Limited; chief investment officer of global equity research for Templeton Worldwide, Inc.; president or vice president, as the case may be, of the Templeton Funds; formerly, investment administrator with Roy West Trust Corporation (Bahamas) Limited (1984-1985); and officer of 23 of the investment companies in the Franklin Templeton Group of Funds. Age 37.
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Principal Occupation Name and Offices with Fund During Past Five Years and Age - -------------------------------- ----------------------------------------------------------------- MARTIN L. FLANAGAN See Proposal 1, "Election of Directors". Vice President and Director since 1994 SAMUEL J. FORESTER, JR. Vice President of 10 of the investment companies in the Vice President since 1994 Franklin Templeton Group of Funds; formerly, president of the Templeton Global Bond Managers Division of Templeton Investment Counsel, Inc.; founder and partner of Forester, Hairston Investment Management (1989-1990), managing director (Mid-East Region) of Merrill Lynch, Pierce, Fenner & Smith Inc. (1987-1988) and advisor for Saudi Arabian Monetary Agency (1982-1987). Age 49. JOHN R. KAY Vice president and treasurer of Templeton Worldwide, Inc.; Vice President since 1994 assistant vice president of Franklin Templeton Distributors, Inc.; formerly, vice president and controller of the Keystone Group, Inc.; and officer of 27 of the investment companies in the Franklin Templeton Group of Funds. Age 57. ELIZABETH M. KNOBLOCK General counsel, secretary and a senior vice president of Vice President--Compliance Templeton Investment Counsel, Inc.; senior vice president of since 1996 Templeton Global Investors, Inc.; formerly, vice president and associate general counsel of Kidder Peabody & Co. Inc. (1989-1990), assistant general counsel of Gruntal & Co., Inc. (1988), vice president and associate general counsel of Shearson Lehman Hutton Inc. (1988), vice president and assistant general counsel of E.F. Hutton & Co. Inc. (1986-1988), and special counsel of the Division of Investment Management of the U.S. Securities and Exchange Commission (1984-1986); and officer of 23 of the investment companies in the Franklin Templeton Group of Funds. Age 42. BARBARA J. GREEN Senior vice president of Templeton Worldwide, Inc.; senior Secretary since 1996 vice president of Templeton Global Investors, Inc.; and an officer of other subsidiaries of Templeton Worldwide, Inc.; formerly, deputy director of the Division of Investment Management, executive assistant and senior advisor to the chairman, counsellor to the chairman, special counsel and attorney fellow, U.S. Securities and Exchange Commission (1986-1995), attorney, Rogers & Wells, and judicial clerk, U.S. District Court (District of Massachusetts); and secretary of 23 of the investment companies in the Franklin Templeton Group of Funds. Age 49.
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Principal Occupation Name and Offices with Fund During Past Five Years and Age - ---------------------------- --------------------------------------------------------------- JAMES R. BAIO Certified public accountant; treasurer of Franklin Mutual Treasurer since 1994 Advisers, Inc.; senior vice president of Templeton Worldwide, Inc., Templeton Global Investors, Inc. and Templeton Funds Trust Company; formerly, senior tax manager with Ernst & Young (certified public accountants) (1977-1989); and treasurer of 24 of the investment companies in the Franklin Templeton Group of Funds. Age 43.
2. RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS: How is an independent auditor selected? The Board has a standing Audit Committee consisting of Messrs. Galbraith, Hines and Millsaps, all of whom are Independent Directors. The Audit Committee reviews generally the maintenance of the Fund's records and the safekeeping arrangements of the Fund's custodian, reviews both the audit and non-audit work of the Fund's independent auditor, and submits a recommendation to the Board as to the selection of an independent auditor. Which independent auditor did the Board of Directors select? For the current fiscal year, the Board selected as auditors the firm of McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017. McGladrey & Pullen, LLP has been the auditor of the Fund since its inception in 1994, and has examined and reported on the fiscal year-end financial statements, dated March 31, 1997, and certain related Securities and Exchange Commission filings. Neither the firm of McGladrey & Pullen, LLP nor any of its members have any material direct or indirect financial interest in the Fund. 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. 16 3. OTHER BUSINESS: The Directors know of no other business to be presented at the Meeting. However, if any additional matters should be properly presented, proxies will be voted as specified. Proxies reflecting no specification will be voted in accordance with the judgment of the persons named in the proxy. - INFORMATION ABOUT THE FUND: The Fund's last audited financial statements and annual report, dated March 31, 1997, are available free of charge. To obtain a copy, please call 1-800/DIAL BEN or forward a written request to Franklin Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg, Florida 33733-8030. As of May 31, 1997, the Fund had 5,315,678 shares outstanding and assets of $185,439,273. 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 May 31, 1997, there are no other entities holding beneficially or of record more than 5% of the Fund's outstanding shares. In addition, to the knowledge of the Fund's management, as of May 31, 1997, no nominee or Director of the Fund owned 1% or more of the outstanding shares of the Fund, and the Officers and Directors of the Fund owned, as a group, 1.40% of the outstanding shares of the Fund. Section 16(a) Beneficial Ownership Reporting Compliance. U.S. securities laws require that the Fund's shareholders owning more than 10% of outstanding shares, Directors and Officers, as well as affiliated persons of its investment manager, report their ownership of the Fund's shares and any changes in that ownership. During the fiscal year ended March 31, 1997, the filing requirements for these reports were met. In making this disclosure, the Fund relied upon the written representations of the persons affected and copies of their relevant filings. 17 The Investment Manager. The investment manager of the Fund is Templeton Asset Management Ltd. ("Templeton Singapore"), a Singapore company with an office at 20 Raffles Place, Singapore. Pursuant to an investment management agreement amended and restated as of November 23, 1995, Templeton Singapore manages the investment and reinvestment of Fund assets. Templeton Singapore is an indirect, wholly-owned subsidiary of Resources. The Fund Administrator. The administrator of the Fund is Franklin Templeton Services, Inc. ("FT Services"), Broward Financial Center, 500 East Broward Boulevard, Suite 2100, Ft. Lauderdale, Florida 33394-3091, an indirect, wholly-owned subsidiary of Resources. Pursuant to an administration agreement, FT Services performs certain administrative functions for the Fund. Prior to October 1, 1996, the Fund's administrator was Templeton Global Investors, Inc. In addition, FT Services and the Fund have entered into a sub-administration agreement with Princeton Administrators, L.P. ("Princeton"), pursuant to which Princeton performs, subject to FT Services' supervision, various administrative functions for the Fund. Princeton is an affiliate of Merrill Lynch, Pierce, Fenner & Smith Inc., an initial underwriter of the Fund's shares, and its address is P.O. Box 9011, Princeton, New Jersey 08543. The Transfer Agent. The transfer agent, registrar and dividend disbursement agent for the Fund is ChaseMellon Shareholder Services, L.L.C., 120 Broadway, New York, New York 10271, pursuant to a service agreement dated June 14, 1995. The Custodian. The custodian for the Fund is The Chase Manhattan Bank, 1 Chase Manhattan Plaza, New York, New York 10081, pursuant to a custody agreement dated April 22, 1994 and amended May 10, 1996. 18 - FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS MEETING: Solicitation of Proxies. The cost of soliciting proxies, including the fees of a proxy soliciting agent, are borne by the Fund. The Fund reimburses brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them to execute proxies. The Fund does not reimburse Directors and Officers of the Fund and regular employees of the Investment Manager involved in the solicitation of proxies. Voting by Broker-Dealers. The Fund expects that, before the Meeting, broker-dealer firms holding shares of the Fund in "street name" for their customers and clients will request voting instructions from their customers and clients. If these instructions are not received by the date specified in the broker-dealer firms' proxy solicitation materials, the Fund understands that the NYSE permits the broker-dealers to vote on behalf of their customers and clients. Quorum. A majority of the shares entitled to vote--present in person or represented by proxy--constitutes a quorum at the Meeting. The shares over which broker-dealers have discretionary voting power, the shares that represent "broker non-votes" (i.e.- shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and the shares whose proxies reflect an abstention on any item are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. Methods of Tabulation. Proposal 1, the election of Directors, requires the affirmative vote of the holders of a plurality of the Fund's shares present and voting at the Meeting. Proposal 2, ratification of the selection of the independent auditors, requires the affirmative vote of a majority of the Fund's shares present and voting at the Meeting. Proposal 3, the transaction of any other business, is expected to require the affirmative vote of a majority of the Fund's shares present and voting at the Meeting. Abstentions and broker "non-votes" will be treated as votes not cast and, therefore, will not be counted for purposes of obtaining approval of Proposals 1, 2 and 3. 19 Simultaneous Meetings. The Meeting is to be held at the same time as the meeting 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. If a sufficient number of votes in favor of the proposals contained in the Notice of Annual Meeting and Proxy Statement is not received by the time scheduled for the Meeting, the persons named in the proxy may propose one or more adjournments of the Meeting to a date not more than 120 days after the original record date to permit further solicitation of proxies with respect to any such proposals. Any proposed adjournment requires the affirmative vote of a majority of shares present and voting at the Meeting. Abstentions and broker non-votes will not be voted for or against any adjournment to permit further solicitation of proxies. Proxies will be voted as specified. Those proxies reflecting no specification will be voted in accordance with the judgment of the persons named in the proxy. Shareholder Proposals. The Fund anticipates that its next annual meeting will be held in July, 1998. Shareholder proposals to be presented at the next annual meeting must be received at the Fund's offices, 500 E. Broward Blvd, Ft. Lauderdale, Florida, 33394-3091, no later than April 6, 1998. By order of the Board of Directors, Barbara J. Green, Secretary August 4, 1997 20 TEMPLETON RUSSIA FUND, INC. ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 23, 1997 P R O X Y The undersigned hereby revokes all previous proxies for his shares and appoints BARBARA J. GREEN, JAMES R. BAIO and JOHN R. KAY, and each of them, proxies of the undersigned with full power of substitution to vote all shares of Templeton Russia Fund, Inc. (the "Fund") which the undersigned is entitled to vote at the Fund's Annual Meeting to be held at 500 East Broward Blvd., 12th Floor, Ft. Lauderdale, Florida at 10:00 a.m., EDT, on the 23rd day of September 1997, including any adjournment thereof, upon the matters set forth below. This Proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this proxy shall be voted FOR Proposals 1 (including all nominees for directors) and 2, and within the discretion of the proxyholders as to any other matter pursuant to Proposal 3. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE Please mark your votes as [X] indicated in this example The Board of Directors Recommends a vote FOR Proposals 1 through 3. 1. Election of Directors Nominees: Hamilton E. Burns, Betty P. Krahmer, Gordon S. Macklin, Fred R. Millsaps, Edith E. Holiday and Constantine D. Tseretopoulos. FOR all nominees WITHHOLD listed above AUTHORITY to vote for all nominees listed above [ ] [ ] [ ] ----------------------------------------------------------------------- For all nominees except as noted above FOR AGAINST ABSTAIN 2. Ratification of the selection of McGladrey & Pullen, LLP, Certified Public Accountants, as the independent auditors for the Fund for the fiscal year ending [ ] [ ] [ ] March 31, 1998. FOR AGAINST ABSTAIN 3. To vote upon any other business which may legally come before the Meeting. [ ] [ ] [ ] I PLAN TO YES NO ATTEND THE MEETING [ ] [ ]
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE, NO POSTAGE REQUIRED IF MAILED IN THE U.S. Note: Please sign exactly as your name appears on the proxy. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder must sign.
Signature:_____________________________ Date: __________________ Signature:_____________________________ Date: __________________
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