UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) Of the Securities
Exchange Act of 1934 (Amendment No. ______)
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Sec. 240.14a-12
Templeton Dragon 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.
o 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 transaction applies:
2) Aggregate number of securities to which transaction applies:
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o Fee paid previously with preliminary materials.
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TEMPLETON DRAGON FUND, INC.
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the Annual Meeting of Shareholders (the “Meeting”) scheduled for May 29, 2009 at 12 Noon, Eastern time. The enclosed materials discuss the proposal (the “Proposal”) to be voted on at the Meeting, and contain the Notice of Meeting, 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 Templeton Dragon Fund, Inc. (the “Fund”). If you specify a vote on the Proposal, your proxy will be voted as you indicate. If you simply sign, date and return the proxy card, but do not specify a vote on the Proposal, your proxy will be voted FOR the Proposal.
We urge you to spend a few minutes reviewing the Proposal in the proxy statement. Then, please fill out and sign 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® (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, instructions are enclosed.
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TEMPLETON DRAGON FUND, INC.
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders (the “Meeting”) of Templeton Dragon Fund, Inc. (the “Fund”) will be held at the Fund’s offices, 500 East Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on May 29, 2009 at 12 Noon, Eastern time.
During the Meeting, shareholders of the Fund will vote on the following Proposal:
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The election of four Directors of the Fund to hold office for the terms specified. |
By Order of the Board of Directors,
Robert C. Rosselot
Secretary
April 10, 2009
Please sign and promptly return the proxy card or voting instruction form in the enclosed self-addressed envelope regardless of the number of shares you own. Japanese shareholders should be aware that Japan Securities Settlement & Custody, Inc. may exercise a vote on the Proposal on your behalf if you do not return a proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 29, 2009
The Fund’s Notice of Annual Meeting of Shareholders, proxy statement and form of proxy card are available on the Internet at http://www.proxyonline.com/FranklinTempleton.
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TEMPLETON DRAGON FUND, INC.
PROXY STATEMENT
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INFORMATION ABOUT VOTING |
Who is asking for my vote?
The Directors of Templeton Dragon Fund, Inc. (the “Fund”), in connection with the Fund’s Annual Meeting of Shareholders (the “Meeting”), have requested your vote.
Who is eligible to vote?
Shareholders of record at the close of business on March 27, 2009 are entitled to be present and to vote at the Meeting or any adjourned Meeting. Each share of record is entitled to one vote (and a proportionate fractional vote for each fractional share) on each matter presented at the Meeting. The Notice of Meeting, the proxy card, and the proxy statement were first mailed to shareholders of record on or about April 10, 2009.
On what issue am I being asked to vote?
You are being asked to vote on the election of four nominees to the position of Director.
How do the Fund’s Directors recommend that I vote?
The Directors unanimously recommend that you vote FOR the election of the four nominees.
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, instructions are enclosed.
Proxy cards that are properly signed, dated and received at or prior to the Meeting will be voted as specified. If you specify a vote on the Proposal, your proxy will be voted as you indicate. If you simply sign, date and return the proxy card, but do not specify a vote on the Proposal, your shares will be voted FOR the election of all nominees as Director.
May 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 by the Fund at or prior to the Meeting, or by attending the Meeting and voting in person.
What if my shares are held in a brokerage account?
If your shares are held by your broker, then in order to vote in person at the Meeting, you will need to obtain a “Legal Proxy” from your broker and present it to the Inspector of Election at the Meeting. Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the Fund.
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THE PROPOSAL: ELECTION OF DIRECTORS |
How are nominees selected?
The Board of Directors of the Fund (the “Board” or the “Directors”) has a Nominating Committee consisting of Edith E. Holiday (Chairperson), Frank J. Crothers and Frank A. Olson, none of whom is an “interested person” of the Fund as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). Directors who are not interested persons of the Fund are referred to as the “Independent Directors,” and Directors who are interested persons of the Fund are referred to as the “Interested Directors.”
The Nominating Committee is responsible for selecting candidates to serve as Directors and recommending such candidates (a) for selection and nomination as Independent Directors by the incumbent Independent Directors and the full Board; and (b) for selection and nomination as Interested Directors by the full Board. In considering a candidate’s qualifications, the Nominating Committee generally considers the potential candidate’s educational background, business or professional experience, and reputation. In addition, the Nominating Committee has established as minimum qualifications for Board membership as an Independent Director: (1) that such candidate be independent from relationships with the Fund’s investment manager and other principal service providers both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that such candidate demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member; and (3) that such candidate have no continuing relationship as a director, officer or board member of any U.S. registered investment company other than those within the Franklin Templeton Investments fund complex or a closed-end business development company primarily investing in non-public entities.
When the Board has or expects to have a vacancy, the Nominating Committee receives and reviews information on individuals qualified to be recommended to the full Board as nominees for election as Directors, including any recommendations by “Qualifying Fund Shareholders” (as defined below). Such individuals are evaluated based upon the criteria described above. To date, the Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own resources an ample number of qualified candidates. The Nominating Committee, however, will review recommendations from Qualifying Fund Shareholders to fill vacancies on the Board if these recommendations are submitted in writing and addressed to the Nominating Committee at the Fund’s offices and are presented with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a Director, including as an Independent Director, of the Fund. A Qualifying Fund Shareholder is a shareholder who (i) has continuously owned of record, or beneficially through a financial intermediary, shares of the Fund having a net asset value of not less than two hundred fifty thousand dollars ($250,000) during the twenty-four month period prior to submitting the recommendation; and (ii) provides a written notice to the Nominating Committee containing the following information: (a) the name and address of the Qualifying Fund Shareholder making the recommendation; (b) the number of shares of the Fund which are owned of record and beneficially by the Qualifying Fund Shareholder and the length of time that such shares have been owned by the Qualifying Fund Shareholder; (c) a description of all arrangements and understandings between the Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (d) the name, age, date of birth, business address and residence address of the person or persons being recommended; (e) such other information regarding each person recommended by the Qualifying Fund Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the U.S. Securities and Exchange Commission (“SEC”) had the nominee been nominated by the Board; (f) whether the shareholder making the recommendation believes the
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person recommended would or would not be an “interested person” of the Fund, as defined in the 1940 Act; and (g) the written consent of each person recommended to serve as a Director of the Fund if so nominated and elected/appointed.
The Nominating Committee may amend these procedures from time to time, including the procedures relating to the evaluation of nominees and the process for submitting recommendations to the Nominating Committee.
The Board has adopted and approved a formal written charter for the Nominating Committee. A copy of the charter was included in the Fund’s proxy statement for its 2008 Annual Meeting of Shareholders.
Who are the nominees and Directors?
The Board is divided into three classes. Each class has a term of three years. Each year the term of office of one class expires. This year, the terms of four Directors expire. Ann Torre Bates, David W. Niemiec, Frank A. Olson and Robert E. Wade have been nominated for three-year terms, set to expire at the 2012 Annual Meeting of Shareholders. These terms continue, however, until their successors are duly elected and qualified. All of the nominees are currently members of the Board and are deemed to be Independent Directors. In addition, all of the current nominees and Directors are also directors or trustees of other Franklin® funds, Templeton® funds, and/or Mutual Series funds.
Interested 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 owned approximately 16.79% and 15.98%, respectively, of its outstanding shares as of December 31, 2008. Resources, a global investment management 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 (“NYSE”) listed holding company (NYSE: BEN). Charles B. Johnson, Chairman of the Board, Director and Vice President of the Fund, and Gregory E. Johnson, Director of the Fund, are father and son. Rupert H. Johnson, Jr., Vice President of the Fund, is the brother of Charles B. Johnson and the uncle of Gregory E. Johnson. There are no other family relationships among the Directors or nominees for Director.
Each nominee currently is available and has consented to serve if elected. If any of the nominees should become unavailable, the designated proxy holders will vote in their discretion for another person or persons who may be nominated as Directors.
Listed below, for the nominees and Directors, are their names, years of birth and addresses, as well as their positions and length of service with the Fund, principal occupations during the past five years, the number of portfolios in the Franklin Templeton Investments fund complex that they oversee, and other directorships held by the nominee or Director.
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| Nominees for Independent Director to serve until 2012 Annual Meeting of Shareholders: | ||||||||
| Name, Year of Birth and Address | Position |
Length of Time Served |
Number of Portfolios in Franklin Templeton Investments Fund Complex Overseen by Director* |
Other Directorships Held | ||||
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Ann Torre Bates (1958) |
Director | Since 2008 | 30 | SLM Corporation (Sallie Mae) and Allied Capital Corporation (financial services). | ||||
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Principal Occupation During Past 5 Years: |
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| Independent strategic and financial consultant; and formerly, Executive Vice President and Chief Financial Officer, NHP Incorporated (manager of multifamily housing) (1995–1997); and Vice President and Treasurer, US Airways, Inc. (until 1995). | ||||||||
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David W. Niemiec (1949) |
Director | Since 2005 | 23 | Emeritus Corporation (assisted living) and OSI Pharmaceuticals, Inc. (pharmaceutical products). | ||||
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Principal Occupation During Past 5 Years: |
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| Advisor, Saratoga Partners (private equity fund); and formerly, Managing Director, Saratoga Partners (1998–2001) and SBC Warburg Dillon Read (investment banking) (1997–1998); Vice Chairman, Dillon, Read & Co. Inc. (investment banking) (1991–1997); and Chief Financial Officer, Dillon, Read & Co. Inc. (1982–1997). | ||||||||
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Frank A. Olson (1932) |
Director | Since 2003 | 136 | Hess Corporation (exploration and refining of oil and gas) and Sentient Jet (private jet service). | ||||
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Principal Occupation During Past 5 Years: |
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| Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980–2000) and Chief Executive Officer (1977–1999)); and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). | ||||||||
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Robert E. Wade (1946) |
Director | Since 2006 | 37 | El Oro and Exploration Co., p.l.c. (investments). | ||||
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Principal Occupation During Past 5 Years: |
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| Retired, former practicing attorney. | ||||||||
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| Independent Directors serving until 2011 Annual Meeting of Shareholders: | ||||||||
| Name, Year of Birth and Address | Position |
Length of Time Served |
Number of Portfolios in Franklin Templeton Investments Fund Complex Overseen by Director* |
Other Directorships Held | ||||
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Harris J. Ashton (1932) |
Director | Since 1994 | 136 | Bar-S Foods (meat packing company). | ||||
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Principal Occupation During Past 5 Years: |
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| Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). | ||||||||
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Frank J. Crothers (1944) |
Director | Since 1998 | 23 | Fortis, Inc. (utility holding company), Victory Nickel Inc. (mineral exploration) and ABACO Markets Limited (retail distributors). | ||||
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Principal Occupation During Past 5 Years: |
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| Director and Vice Chairman, Caribbean Utilities Company, Ltd. and director of various other private business and nonprofit organizations. | ||||||||
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Constantine D. Tseretopoulos (1954) |
Director | Since 1998 | 23 | None | ||||
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Principal Occupation During Past 5 Years: |
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| Physician, Lyford Cay Hospital (1987–present); director of various nonprofit organizations; and formerly, Cardiology Fellow, University of Maryland (1985–1987); and Internal Medicine Resident, Greater Baltimore Medical Center (1982–1985). | ||||||||
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| Independent Directors serving until 2010 Annual Meeting of Shareholders: | ||||||||
| Name, Year of Birth and Address | Position | Length of Time Served |
Number of Portfolios in Franklin Templeton Investments Fund Complex Overseen by Director* |
Other Directorships Held | ||||
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Edith E. Holiday (1952) |
Lead Independent Director |
Director since 1996 and Lead Independent Director since 2007 | 136 | Hess Corporation (exploration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). | ||||
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Principal Occupation During Past 5 Years: |
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| Director or Trustee of various companies and trusts; 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). | ||||||||
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Larry D. Thompson (1945) |
Director | Since 2005 | 143 | None | ||||
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Principal Occupation During Past 5 Years: |
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| Senior Vice President—Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and formerly, Director, Delta Airlines (aviation) (2003–2005) and Providian Financial Corp. (credit card provider) (1997–2001); Senior Fellow of The Brookings Institution (2003–2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001–2003). | ||||||||
| Interested Directors serving until 2010 Annual Meeting of Shareholders: | ||||||||
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**Charles B. Johnson (1933) |
Chairman of the Board, Director and Vice President |
Chairman of the Board since 1995 and Director and Vice President since 1994 | 136 | None | ||||
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Principal Occupation During Past 5 Years: |
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| Chairman of the Board, Member—Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. | ||||||||
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| Name, Year of Birth and Address | Position | Length of Time Served |
Number of Portfolios in Franklin Templeton Investments Fund Complex Overseen by Director* |
Other Directorships Held | ||||
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**Gregory E. Johnson (1961) |
Director | Since 2006 | 90 | None | ||||
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Principal Occupation During Past 5 Years: |
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| Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments. | ||||||||
| * | We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers, and also may share a common underwriter. |
| ** | Charles B. Johnson and Gregory E. Johnson are “interested persons” of the Fund as defined by the 1940 Act. The 1940 Act limits the percentage of interested persons that can comprise a fund’s board of directors. Charles B. Johnson is considered an interested person of the Fund due to his position as an officer, director and major shareholder of Resources, which is the parent company of the Fund’s investment manager, and his position with the Fund. Gregory E. Johnson is considered an interested person of the Fund due to his position as an officer, director and shareholder of Resources. Charles B. Johnson is the father of Gregory E. Johnson. The remaining Directors of the Fund are Independent Directors. |
The following tables provide the dollar range of the equity securities of the Fund and of all U.S. registered funds in the Franklin Templeton Investments fund complex beneficially owned by the Directors as of March 27, 2009:
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Independent Directors:
Name of Director |
Dollar Range of Equity |
Aggregate Dollar Range of Equity Securities in all Funds in the Franklin Templeton Investments Fund Complex |
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Harris J. Ashton |
$1—$10,000 | Over $100,000 | ||
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Ann Torre Bates |
None | Over $100,000 | ||
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Frank J. Crothers |
None | Over $100,000 | ||
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Edith E. Holiday |
$1—$10,000 | Over $100,000 | ||
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David W. Niemiec |
None | Over $100,000 | ||
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Frank A. Olson |
None | Over $100,000 | ||
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Larry D. Thompson |
None | Over $100,000 | ||
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Constantine D. Tseretopoulos |
None | Over $100,000 | ||
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Robert E. Wade |
$50,001—$100,000 | Over $100,000 |
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Interested Directors:
Name of Director |
Dollar Range of Equity Securities in the Fund(1) |
Aggregate Dollar Range of Equity Securities in all Funds in the Franklin Templeton Investments Fund Complex |
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Charles B. Johnson |
Over $100,000 | Over $100,000 | ||
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Gregory E. Johnson |
None | Over $100,000 | ||
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(1) |
Dollar range based on NYSE closing price on March 27, 2009. |
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 all of the Fund’s 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, and more frequently as necessary. The Directors also oversee the services furnished to the Fund by Templeton Asset Management Ltd.—Hong Kong branch, the Fund’s investment manager (the “Investment Manager”), and various other service providers.
The Fund’s Independent Directors constitute the sole independent Board members of 14 investment companies in the Franklin Templeton Investments complex for which each Independent Director currently is paid a $145,000 annual retainer fee, together with a $7,000 per meeting fee for attendance at each regularly scheduled Board meeting, a portion of which fees are allocated to the Fund. To the extent held, compensation also may be paid for attendance at specially called Board meetings. The Fund’s lead Independent Director is paid an annual supplemental retainer of $15,000 for service to such investment companies, a portion of which is allocated to the Fund. Board members who serve on the Audit Committee of the Fund and such other investment companies receive a flat fee of $3,000 per Committee meeting attended in person and $2,000 per telephonic meeting, a portion of which is allocated to the Fund. The Chairman of the Audit Committee of the Fund and such other investment companies receives an additional fee of $15,000 per year, a portion of which is allocated to the Fund. Members of a Committee are not separately compensated for any committee meeting held on the day of a regularly scheduled Board meeting.
During the fiscal year ended December 31, 2008, there were five meetings of the Board, three meetings of the Audit Committee, and four meetings of the Nominating Committee. Each Director then in office attended at least 75% of the aggregate 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. The Fund does not currently have a formal policy regarding Directors’ attendance at the annual shareholders’ meeting. No Directors attended the Fund’s last annual meeting held on May 30, 2008.
Independent Directors are also reimbursed for expenses incurred in connection with Board meetings. The Interested Directors and certain officers of the Fund who are shareholders of Resources are not compensated by the Fund for their services, but may receive indirect remuneration due to their participation in management fees and other fees received by the Investment Manager and its affiliates from the funds in Franklin Templeton Investments. The Investment Manager or its affiliates pay the salaries and expenses of the officers and the Interested Directors. No pension or retirement benefits are accrued as part of Fund expenses.
The table below indicates the total fees paid to the Independent Directors by the Fund individually and by all of the funds in the Franklin Templeton Investments fund complex. These Directors also serve as directors or
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trustees of other funds 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 funds in Franklin Templeton Investments 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 bring their experience and talents to, and effectively oversee the management of, several funds.
| Name of Director |
Aggregate from the Fund(1) |
Total Compensation from Franklin Templeton Investments Fund Complex(2) |
Number of Boards within Franklin Templeton on which Director Serves(3) |
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Harris J. Ashton |
$ | 10,534 | $ | 517,760 | 42 | |||
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Ann Torre Bates(4) |
9,553 | 355,000 | 16 | |||||
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Frank J. Crothers |
9,539 | 193,000 | 14 | |||||
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Edith E. Holiday |
9,580 | 514,000 | 42 | |||||
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David W. Niemiec |
9,721 | 207,635 | 14 | |||||
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Frank A. Olson |
9,371 | 493,000 | 42 | |||||
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Larry D. Thompson |
9,371 | 486,765 | 44 | |||||
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Constantine D. Tseretopoulos |
9,553 | 194,000 | 14 | |||||
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Robert E. Wade(4) |
9,371 | 527,498 | 18 | |||||
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(1) |
Compensation received for the fiscal year ended December 31, 2008. |
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(2) |
Compensation received for the 12 months ended December 31, 2008. |
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(3) |
We base the number of boards on the number of U.S. registered investment companies in the Franklin Templeton Investments fund complex. 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 fund complex currently includes 46 U.S. registered investment companies, with approximately 150 U.S. based funds or series. |
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(4) |
Ms. Bates and Mr. Wade are also independent trustees of Franklin Mutual Series Funds and may, in the future, receive payments pursuant to a discontinued retirement plan that generally provides payments to independent board members who have served seven years or longer for such fund. |
Board members historically have followed a policy of having substantial investments in one or more of the funds in Franklin Templeton Investments, 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 the fees received for serving as a director or trustee of a Templeton fund (excluding committee fees) in shares of one or more Templeton funds (which may include the Fund) until the value of such investments equals or exceeds five times the annual retainer and regular Board meeting 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 or appointed 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 the Executive Officers, are their names, years of birth and addresses, as well as their positions and length of service with the Fund, and principal occupations during the past five years.
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| Name, Age and Address | Position | Length of Time Served | ||
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Charles B. Johnson |
Chairman of the Board, Director and |
Director and Vice President since 1994 and Chairman of the Board since 1995 |
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| Please refer to the table “Interested Directors serving until 2010 Annual Meeting of Shareholders” for additional information about Mr. Charles B. Johnson. | ||||
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Mark Mobius (1936) |
President and Chief Executive Officer— Investment Management |
President since 1994 and Chief Executive Officer—Investment Management since 2002 | ||
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Principal Occupation During Past 5 Years: |
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| Portfolio Manager of various Templeton advisory affiliates; Executive Chairman, Templeton Asset Management Ltd.; and officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of six 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). | ||||
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Rupert H. Johnson, Jr. (1940) |
Vice President | Since 1996 | ||
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Principal Occupation During Past 5 Years: |
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| Vice Chairman, Member—Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. | ||||
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Laura F. Fergerson (1962) |
Chief Executive Officer— Finance and Administration |
Since February 2009 | ||
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Principal Occupation During Past 5 Years: |
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| Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003–2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997–2003); and Vice President, Franklin Templeton Services, LLC (1997–2003). | ||||
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Edward L. Geary (1962) |
Vice President | Since February 2009 | ||
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Principal Occupation During Past 5 Years: |
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| Senior Vice President, Franklin Templeton Services, LLC; director of some of the other subsidiaries of Franklin Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments. | ||||
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| Name, Age and Address | Position | Length of Time Served | ||
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Craig S. Tyle (1960) |
Vice President and Assistant Secretary | Since 2005 | ||
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Principal Occupation During Past 5 Years: |
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| General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004–2005); and General Counsel, Investment Company Institute (ICI) (1997–2004). | ||||
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David P. Goss (1947) |
Vice President and Assistant Secretary |
Since 2000 | ||
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Principal Occupation During Past 5 Years: |
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| Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. | ||||
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Aliya S. Gordon (1973) |
Vice President and Assistant Secretary |
Since February 2009 | ||
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Principal Occupation During Past 5 Years: |
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| Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Litigation Associate Counsel, Steefel, Levitt & Weiss, LLP (2000–2004). | ||||
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Robert C. Rosselot (1960) |
Secretary | Since 2004 | ||
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Principal Occupation During Past 5 Years: |
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| Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 14 of the investment companies in Franklin Templeton Investments. | ||||
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James M. Davis (1952) |
Chief Compliance Officer and Vice President— AML Compliance |
Chief Compliance Officer since 2004 and Vice President— AML Compliance since 2006 | ||
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Principal Occupation During Past 5 Years: |
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| Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director of Compliance, Franklin Resources, Inc. (1994–2001). | ||||
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| Name, Age and Address | Position | Length of Time Served | ||
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Mark H. Otani (1968) |
Chief Financial Officer, Chief Accounting Officer and Treasurer |
Since February 2009 | ||
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Principal Occupation During Past 5 Years: |
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| Director, Global Fund Accounting Operations, Franklin Templeton Investments; and officer of 14 of the investment companies in Franklin Templeton Investments. | ||||
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ADDITIONAL INFORMATION ABOUT THE FUND |
The Investment Manager. The Investment Manager of the Fund is Templeton Asset Management Ltd.—Hong Kong Branch, a Singapore company with a branch office at The Chater House, 17th Floor, 8 Connaught Road, Central Hong Kong. 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, LLC (“FT Services”), with offices at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091. FT Services is an indirect, wholly owned subsidiary of Resources and an affiliate of the Investment Manager. Pursuant to an administration agreement, FT Services performs certain administrative functions for the Fund. In addition, the Fund and FT Services have entered into a Japanese shareholder servicing and administration agreement with Nomura Asset Management U.S.A. Inc. (“NAM-USA”), formerly Nomura Capital Management, Inc., under which NAM-USA performs certain administrative functions in Japan, subject to FT Services’ supervision. NAM-USA is an affiliate of Nomura International (Hong Kong) Limited, an initial underwriter of the Fund’s shares. NAM-USA has offices at 180 Maiden Lane, 26th Floor, New York, New York 10038.
The Transfer Agent. The transfer agent, registrar and dividend disbursement agent for the Fund is BNY Mellon Shareowner Services, P.O. Box 358015, Pittsburgh, PA 15252-8015.
The Custodian. The custodian for the Fund is JPMorgan Chase Bank, MetroTech Center, Brooklyn, New York 11245.
Other Matters. The Fund’s last audited financial statements and annual report for the fiscal year ended December 31, 2008, are available free of charge. To obtain a copy, please call 1-800/DIAL BEN® (1-800-342-5236) or forward a written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030, St. Petersburg, Florida 33733-8030.
On May 29, 2002, the Fund’s shareholders approved an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization of the Fund from a Maryland corporation to a Delaware statutory trust. The completion of the reorganization is pending guidance from the National Tax Agency in Japan relating to the tax treatment of the Plan under Japanese laws with respect to the Fund’s Japanese shareholders. If and when the reorganization is completed, the Delaware statutory trust will be the successor to the Fund. Therefore, the use of the term “Fund” in this proxy statement includes such successor entity.
Principal Shareholders. As of March 27, 2009, the Fund had 37,873,327 shares outstanding and total net assets of $744,114,394.26. The Fund’s shares are listed on NYSE Euronext (NYSE: TDF) and on the OSE
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(Symbol: 8683). 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 March 27, 2009, there were no other entities holding beneficially or of record more than 5% of the Fund’s outstanding shares, except as shown in the following table:
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Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Outstanding Shares |
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City of London Investment Group PLC City of London Investment Management Company Limited 10 Eastcheap London EC3M 1LX England |
5,656,377 | * | 14.93 | %** |
| * | The nature of beneficial ownership is sole voting and dispositive power as reported on Form 13F-HR, filed with the U.S. Securities and Exchange Commission on January 30, 2009. |
| ** | As reported on Form 13F-HR, filed with the U.S. Securities and Exchange Commission on January 30, 2009. |
In addition, to the knowledge of the Fund’s management, as of March 27, 2009, 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.
Contacting the Board of Directors. If a shareholder wishes to send a communication to the Board, such correspondence should be in writing and addressed to the Board of Directors at the Fund’s offices, 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, FL 33394-3091, Attention: Secretary. The correspondence will be given to the Board for review and consideration.
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AUDIT COMMITTEE |
Audit Committee and Independent Registered Public Accounting Firm. The Fund’s Audit Committee is responsible for the appointment, compensation and retention of the Fund’s independent registered public accounting firm (“auditors”), including evaluating their independence, recommending the selection of the Fund’s auditors to the full Board, and meeting with such auditors to consider and review matters relating to the Fund’s financial reports and internal auditing. The Audit Committee is currently comprised of Ms. Bates and Messrs. Niemiec (Chairman), Crothers and Tseretopoulos, all of whom are Independent Directors and also are considered to be “independent” as that term is defined by the listing standards applicable to the Fund.
Selection of Auditors. The Audit Committee and the Board have selected the firm of PricewaterhouseCoopers LLP (“PwC”) as auditors of the Fund for the current fiscal year. Representatives of PwC 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.
Audit Fees. The aggregate fees paid to PwC for professional services rendered by PwC for the audit of the Fund’s annual financial statements or for services that are normally provided by PwC in connection with statutory and regulatory filings or engagements were $66,280 for the fiscal year ended December 31, 2008 and $57,775 for the fiscal year ended December 31, 2007.
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Audit-Related Fees. For the fiscal years ended December 31, 2008 and 2007, there were no fees paid to PwC by the Fund for assurance and related services by PwC to the Fund that are reasonably related to the performance of the audit or review of the Fund’s financial statements and not reported under “Audit Fees” above.
In addition, the Audit Committee pre-approves PwC’s engagement for audit-related services to be provided to the Investment Manager and certain entities controlling, controlled by, or under common control with the Investment Manager that provide ongoing services to the Fund, which engagements relate directly to the operations and financial reporting of the Fund. There were no fees paid to PwC for such services for the fiscal years ended December 31, 2008 or for the fiscal year ended December 31, 2007.
Tax Fees. PwC did not render any tax compliance, tax advice or tax planning services (“tax services”) to the Fund for the fiscal year ended December 31, 2008 or for the fiscal year ended December 31, 2007.
In addition, the Audit Committee pre-approves PwC’s engagement for tax services to be provided to the Investment Manager and certain entities controlling, controlled by, or under common control with the Investment Manager that provide ongoing services to the Fund, which engagements relate directly to the operations and financial reporting of the Fund. The fees for these services were $4,000 for the fiscal year ended December 31, 2008 and $46,000 for the fiscal year ended December 31, 2007. The services for which these fees were paid included tax compliance and advice.
All Other Fees. The aggregate fees paid for products and services provided by PwC to the Fund, other than the services reported above, were $930 for the fiscal year ended December 31, 2008 and $0 for the fiscal year ended December 31, 2007. The services for which these fees were paid included review of materials provided to the Board in connection with the investment management contract renewal process.
In addition, the Audit Committee pre-approves PwC’s engagement for other services to be provided to the Investment Manager and certain entities controlling, controlled by, or under common control with the Investment Manager that provide ongoing services to the Fund, which engagements relate directly to the operations and financial reporting of the Fund. The aggregate fees paid to PwC for such other services and not reported above were $283,147 for the Fund’s fiscal year ended December 31, 2008 and $0 for the fiscal year ended December 31, 2007. The services for which these fees were paid included review of materials provided to the Board in connection with the investment management contract renewal process.
Aggregate Non-Audit Fees. The aggregate fees paid to PwC for non-audit services provided by PwC to the Fund, to the Investment Manager or to any entity controlling, controlled by, or under common control with the Investment Manager that provide ongoing services to the Fund were $288,077 for the fiscal year ended December 31, 2008 and $46,000 for the fiscal year ended December 31, 2007. The aggregate non-audit fees include the amounts shown under Tax Fees and All Other Fees above for the fiscal years ended December 31, 2008 and December 31, 2007, respectively.
The Audit Committee has determined that the provision of the non-audit services that were rendered to the Investment Manager and to any entities controlling, controlled by, or under common control with the Investment Manager that provide ongoing services to the Fund is compatible with maintaining PwC’s independence.
Audit Committee Pre-Approval Policies and Procedures. As of the date of this proxy statement, the Audit Committee has not adopted written pre-approval policies and procedures. As a result, all such services described above and provided by PwC must be directly pre-approved by the Audit Committee.
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Audit Committee Report. The Board has adopted and approved a formal written charter for the Audit Committee, which sets forth the Audit Committee’s responsibilities. A copy of the charter was included in the Fund’s proxy statement for its 2008 Annual Meeting of Shareholders.
As required by the charter, the Audit Committee reviewed the Fund’s audited financial statements and met with management, as well as with PwC, the Fund’s auditors, to discuss the financial statements.
The Audit Committee received the written disclosures and the letter from PwC required by the applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee also received the report of PwC regarding the results of their audit. In connection with their review of the financial statements and the auditors’ report, the members of the Audit Committee discussed with a representative of PwC, PwC’s independence, as well as the following: the auditors’ responsibilities in accordance with generally accepted auditing standards; the auditors’ responsibilities for information prepared by management that accompanies the Fund’s audited financial statements and any procedures performed and the results; the initial selection of, and whether there were any changes in, significant accounting policies or their application; management’s judgments and accounting estimates; whether there were any significant audit adjustments; whether there were any disagreements with management; whether there was any consultation with other accountants; whether there were any major issues discussed with management prior to the auditors’ retention; whether the auditors encountered any difficulties in dealing with management in performing the audit; and the auditors’ judgments about the quality of the Fund’s accounting principles.
Based on its review and discussions with management and the Fund’s auditors, the Audit Committee did not become aware of any material misstatements or omissions in the financial statements. Accordingly, the Audit Committee recommended to the Board that the audited financial statements be included in the Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 for filing with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE
David W. Niemiec (Chairman)
Anne Torre Bates
Frank J. Crothers
Constantine D. Tseretopoulos
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FURTHER INFORMATION ABOUT VOTING AND THE MEETING |
Solicitation of Proxies. Your vote is being solicited by the Directors. 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 may also include telephone, facsimile, electronic or other means of communication. If the Fund does not receive your proxy by a certain time you may receive a telephone call from a proxy soliciting agent asking you to vote. If professional proxy solicitors are retained, it is expected that soliciting fees would be approximately $5,000, plus expenses.
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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, as well as Japan Securities Settlement & Custody, Inc. (“JSSC”) holding shares of the Fund for its beneficial owners, 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’ or JSSC’s proxy solicitation materials, the Fund understands that current NYSE Rules permit the broker-dealers and JSSC to vote on the Proposal on behalf of their customers and beneficial owners. Certain broker-dealers may exercise discretion over shares held in their name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions.
Quorum. A majority of the shares entitled to vote—present in person or represented by proxy— constitutes a quorum at the Meeting. The shares over which broker-dealers and JSSC 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 will all be counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists.
Method of Tabulation. Provided a quorum is present at the Meeting, the Proposal to elect Directors requires the affirmative vote of a plurality of the votes cast of the holders of the shares present in person or represented by proxy at the Meeting and entitled to vote on the election of Directors. Abstentions and broker non-votes will be treated as votes present at the Meeting, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the Proposal.
Adjournment. The holders of a majority of shares entitled to vote at the Meeting and present in person or by proxy, whether or not sufficient to constitute a quorum, or any officer present entitled to preside or act as Secretary of the Meeting may adjourn the Meeting. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting or in the event that a quorum is present but sufficient votes have not been received to approve the Proposal or to permit further solicitation of proxies or for any other reason consistent with Maryland law and the Fund’s Articles of Incorporation and By-Laws. Unless otherwise instructed by a shareholder granting a proxy, the persons designated as proxies may use their discretionary authority to vote as instructed by management of the Fund on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of the Fund did not have timely notice, as set forth in the SEC’s proxy rules and the Fund’s proxy statement for the 2008 annual meeting.
Shareholder Proposals. If and when the reorganization of the Fund from a Maryland corporation to a Delaware statutory trust is completed will dictate the requirements relating to shareholder proposals for the 2010 Annual Meeting of Shareholders. This section describes those requirements.
Submission of Shareholder Proposals to the Fund. If the reorganization is not completed, the Fund will remain a Maryland corporation, and the proxy rules under the federal securities laws alone will continue to govern shareholder proposals. The Fund anticipates that its 2010 Annual Meeting of Shareholders will be held on
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or about May 28, 2010. A shareholder who wishes to submit a proposal for consideration for inclusion in the Fund’s proxy statement for the 2010 Annual Meeting of Shareholders must send such written proposal to the Fund’s offices, at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention: Secretary, so that it is received no later than December 11, 2009 in order to be included in the Fund’s proxy statement and proxy card relating to that meeting and presented at the meeting.
A shareholder of the Fund who has not submitted a written proposal for inclusion in the Fund’s proxy statement by December 11, 2009, as described above, may nonetheless present a proposal at the Fund’s 2010 Annual Meeting of Shareholders if such shareholder notifies the Fund in writing, at the Fund’s offices, of such proposal by February 24, 2010. If a shareholder fails to give notice by this date, then the persons designated as proxies for the 2010 Annual Meeting of Shareholders may exercise discretionary voting power with respect to any such proposal.
Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Fund’s proxy statement or presented at the meeting.
Submission of Shareholder Proposals to the Trust. If the reorganization is completed, the Fund will be reorganized as a Delaware statutory trust (the “Trust”), and the Trust’s By-Laws, in addition to the proxy rules under the federal securities laws, will govern shareholder proposals. The Trust anticipates that the 2010 Annual Meeting of Shareholders will be held on or about May 28, 2010. A shareholder who wishes to submit a proposal for consideration for inclusion in the Trust’s proxy statement for the 2010 Annual Meeting of Shareholders must send such written proposal to the Trust’s offices, at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention: Secretary, so that it is received no later than December 11, 2009 in order to be included in the Trust’s proxy statement and proxy card relating to that meeting and presented at the meeting.
A shareholder of the Trust who has not submitted a written proposal for inclusion in the Trust’s proxy statement by December 11, 2009, as described above, may nonetheless present a proposal at the Trust’s 2010 Annual Meeting of Shareholders if such shareholder notifies the Trust in writing, at the Trust’s offices, of such proposal not earlier than December 29, 2009 and not later than January 28, 2010. If a shareholder fails to give notice within these dates, then the matter shall not be eligible for consideration at the shareholders’ meeting. If, notwithstanding the effect of the foregoing notice provisions, a shareholder proposal is acted upon at the 2010 Annual Meeting of Shareholders, the persons designated as proxy holders for proxies solicited by the Board for the 2010 Annual Meeting of Shareholders may exercise discretionary voting power with respect to any shareholder proposal not received by the Trust at the Trust’s offices by February 24, 2010.
In addition to the requirements set forth above, a shareholder of the Trust must comply with the following:
1. A shareholder intending to present a proposal must (i) be entitled to vote at the meeting; (ii) comply with the notice procedures set forth in this proxy statement and in the Trust’s By-Laws; and (iii) have been a shareholder of record at the time the shareholder’s notice was received by the Secretary of the Trust.
2. A notice regarding nomination for the election of Trustees shall set forth in writing (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of outstanding shares of the Trust which are beneficially owned by each such nominee; and (iv) all such other information regarding each such nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each such nominee been nominated by the Trustees of the Trust. In addition, the
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shareholder making such nomination shall promptly provide any other information reasonably requested by the Trust.
3. A notice regarding business proposals shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Trust’s books, of the shareholder proposing such business; (iii) the number of shares of the Trust which are beneficially owned by the shareholder; (iv) any material interest of the shareholder in such business; and (v) all such other information regarding each such matter that would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each such matter been proposed by the Trustees of the Trust.
Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Trust’s proxy statement or presented at the meeting.
By Order of the Board of Directors,
Robert C. Rosselot
Secretary
April 10, 2009
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TLTDF PROXY 04/09
| Please mark your votes as indicated in this example. |
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| The Board of Directors unanimously recommends a vote FOR the Proposal. | |||||||||||||||||||
| FOR all nominees listed (except as marked below) o |
WITHHOLD AUTHORITY to vote for all nominees listed below o |
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| Proposal – Election of Directors. | |||||||||||||||||||
| Nominees: | 01 Ann Torre Bates, 02 David W. Niemiec, 03 Frank A. Olson and 04 Robert E. Wade | ||||||||||||||||||
| To withhold authority to vote for any individual nominee, write that nominee’s name on the line below. | |||||||||||||||||||
| I PLAN TO ATTEND THE MEETING | YES o |
NO o |
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| Mark Here for Address Change or Comments |
o
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| Signature(s): | Dated: | ,2009 | |||||||||||||||||
| 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. | |||||||||||||||||||
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| FOLD AND DETACH HERE |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 29, 2009
The Fund’s Notice of Annual Meeting of Shareholders, Proxy Statement and Proxy card are
available on the Internet at http://www.proxyonline.com/FranklinTempleton
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TEMPLETON DRAGON FUND, INC.
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The undersigned hereby revokes all previous proxies for his/her shares and appoints KIMBERLY H. NOVOTNY, ROBERT C. ROSSELOT and LORI A. WEBER, and each of them, proxies of the undersigned with full power of substitution to vote all shares of Templeton Dragon Fund, Inc. (the “Fund”) that the undersigned is entitled to vote at the Fund’s Annual Meeting of Shareholders (the “Meeting”) to be held at 500 East Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394 at 12 Noon, Eastern time, on May 29, 2009, including any postponements or adjournments thereof, upon the matter set forth below and instructs them to vote upon any matters that may properly be acted upon at the Meeting.
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 the Proposal (including all nominees for director). If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management.
| BNY MELLON SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 |
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| (Continued and to be marked, dated and signed, on the other side) | |||
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| FOLD AND DETACH HERE |
You can now access your Templeton Dragon Fund, Inc. account online.
Access your Fund account online via Investor ServiceDirect® (ISD).
The transfer agent for the Fund now makes it easy and convenient to get current information on your shareholder account.
| • View account status • View certificate history • View book-entry information • View payment history for dividends |
• Make address changes • Obtain a duplicate 1099 tax form • Establish/change your PIN |
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163