UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08788
Templeton Russia and East European Fund, Inc.
(Exact name of registrant as specified in charter)
500 East Broward Blvd., Suite 2100, Fort Lauderdale, FL 33394-3091
(Address of principal executive offices) (Zip code)
Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906
(Name and address of agent for service)
Registrant's telephone number, including area code: (954) 527-7500_
Date of fiscal year end: _3/31
Date of reporting period: 3/31/14___
Item 1. Reports to Stockholders.
| | | | | |
| Contents | | | | | |
| |
| Annual Report | | Financial Statements | 14 | Annual Meeting of | |
| | | | | Shareholders | 29 |
| Templeton Russia and | | Notes to Financial | | | |
| East European Fund, Inc. | 1 | Statements | 17 | Dividend Reinvestment and | |
| | | | | Cash Purchase Plan | 30 |
| Performance Summary | 7 | Report of Independent | | | |
| | | Registered Public | | Board Members and | |
| Important Notice to | | | | | |
| | | Accounting Firm | 26 | Officers | 33 |
| Shareholders | 9 | | | | |
| | | Tax Information | 27 | Shareholder Information | 39 |
| Financial Highlights and | | | | | |
| Statement of Investments | 10 | | | | |
Annual Report
Templeton Russia and East European Fund, Inc.
Your Fund’s Goal and Main Investments: Templeton Russia and East European Fund seeks long-term capital appreciation. Under normal market conditions, the Fund invests at least 80% of its net assets in investments that are tied economically to Russia or East European countries.
Dear Shareholder:
This annual report for Templeton Russia and East European Fund covers the
fiscal year ended March 31, 2014.
Economic and Market Overview
Russia’s gross domestic product growth rate slowed from 3.4% in 2012
to 1.3% in 2013, the lowest annual rate since 2009, resulting partly from
lower business investment activity and consumer spending.1 Inflation
reached a 21-month high of 7.4% in May 2013 but declined to 6.9% in
March 2014, remaining above the Central Bank of Russia’s (CBR’s) 2014
target of 5.0%.1 In September 2013, the CBR introduced a new key rate, a
one-week unified interest rate initially set at 5.5%, as the main indicator of
its monetary policy stance to improve its influence on market interest rates.
In March 2014, the CBR hiked the key rate 150 basis points, or 1.5%, to
7.0% in an effort to curb the ruble’s sharp depreciation after the geopolitical
crisis escalated between Russia and Ukraine.
In 2013, Russia continued to advance its economic relationship with other
emerging markets, especially China. President Vladimir Putin and Chinese
The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s
Statement of Investments (SOI). The SOI begins on page 11.
Annual Report | 1
Vice Premier Zhang Gaoli agreed in June 2013 to further economic cooperation between Russia and China. In September, President Putin and Chinese President Xi Jinping oversaw Russian and Chinese state-owned corporations as they signed agreements for Chinese import of Russia’s natural gas and investment in a Russian natural gas producer.
However, the first quarter of 2014 was characterized by heightened geopolitical tension between Russia and Ukraine. The political unrest in Ukraine intensified at the beginning of 2014 when the balance of power shifted from pro-Russian President Viktor Yanukovych, as he appeared to lose the oligarchs’ and ruling party’s support, toward protesters and the opposition, who favored stronger economic ties with the European Union (EU). After President Yanukovych left the capital, Kiev, and protesters took control of the presidential administration buildings, the opposition-controlled parliament ousted him and scheduled an early presidential election for May 25. On March 1, Russia’s parliament approved President Vladimir Putin’s request to use force in Crimea, an autonomous republic within Ukraine where Russia has a naval base in Sevastopol, to protect Russian interests. This resulted in the MSCI Russia Index’s sharp one-day decline of 11.69% in U.S. dollar terms on March 3.2 Through a Russian-supported referendum, Crimea voted to secede from Ukraine and join Russia, which subsequently annexed Crimea. However, the referendum was denounced by the G-7 countries, the North Atlantic Treaty Organization and the EU.3 By period-end, however, Russian stocks recovered most of the losses incurred following the escalation of the geopolitical crisis, as the economic sanctions imposed on Russia by the U.S. and the EU were not severe and as President Putin declared that Russia was not interested in annexing other parts of Ukraine. Despite recent de-escalation, the geopolitical tension between Russia and Ukraine could intensify in the future and lead the U.S. and the EU to impose further sanctions on Russia, which could negatively affect its economy and the region’s financial markets. Consistent with our long-term approach of finding what we consider to be bargain opportunities while seeking to minimize risk, we continue to monitor events in the region.
Eastern European stocks, as measured by the MSCI Emerging Markets (EM) Eastern Europe Index, underperformed their emerging market peers, as measured by the MSCI EM Index. For the 12 months ended March 31, 2014, the MSCI EM Eastern Europe Index had a -3.59% total return in U.S. dollar terms, resulting partly from weaker currencies.2, 4 Poland and the Czech Republic generated strong gains, while Hungary posted a loss. Russia under-performed its Eastern European peers, as measured by the MSCI Russia Index’s -10.45% total return.2
2 | Annual Report
Investment Strategy
Our investment strategy employs a company-specific, value-oriented, long-term approach. We focus on the market price of a company’s securities relative to our evaluation of the company’s long-term earnings, asset value and cash flow potential. As we look for investments, we consider specific companies in the context of their sector and country. We perform in-depth research to construct an Action List from which we construct the portfolio. Our emphasis is on value and not attempting to match or beat an index. During our analysis, we also consider a company’s position in its sector, the economic framework and political environment.
Performance Overview
Templeton Russia and East European Fund had cumulative total returns of -9.93% based on market price and -8.11% based on net asset value for the 12 months ended March 31, 2014. For the 10-year period ended March 31, 2014, the Fund delivered cumulative total returns of +24.40% in market price terms and +67.27% in net asset value terms. You can find more of the Fund’s performance data in the Performance Summary beginning on page 7.
Manager’s Discussion
During the 12 months under review, key contributors to the Fund’s absolute performance included Bank of Georgia Holdings, one of Georgia’s leading banks; RN Holding (formerly TNK-BP Holding), one of Russia’s biggest integrated oil companies; and Egis Pharmaceuticals, one of Hungary’s largest generic pharmaceutical companies.
Bank of Georgia reported record earnings for the first nine months of 2013 despite an economic slowdown in Georgia. After the presidential election in October, however, Georgia’s economic growth accelerated, providing an environment that was conducive for the bank, which further boosted its share price. We sold the Fund’s position in the bank during the period and realized gains.
RN Holding was acquired by Rosneft from U.K.-based BP and the Alfa-Access-Renova consortium in March 2013. RN’s share price corrected after Rosneft Chief Executive Officer Igor Sechin stated that RN would stop paying dividends and Rosneft would not offer to buy out RN minority shareholders. However, in September, Rosneft made a voluntary buyout offer to RN minority shareholders, which substantially boosted RN’s share price. We subsequently closed the Fund’s position in the company.
|
| Performance data represent past |
| performance, which does not |
| guarantee future results. |
| Investment return and principal |
| value will fluctuate, and you may |
| have a gain or loss when you sell |
| your shares. Current performance |
| may differ from figures shown. |
Annual Report | 3
| | |
| Top 10 Sectors/Industries | | |
| Based on Total Net Assets | | |
| 3/31/14 | | |
| % of Total | |
| Net Assets | |
| Oil, Gas & Consumable Fuels | 28.7 | % |
| Banks | 15.3 | % |
| Food Products | 7.6 | % |
| Road & Rail | 7.1 | % |
| Food & Staples Retailing | 6.7 | % |
| Wireless Telecommunication Services | 4.8 | % |
| Internet Software & Services | 4.3 | % |
| Real Estate Management & Development | 3.3 | % |
| Specialty Retail | 2.1 | % |
| Hotels, Restaurants & Leisure | 2.0 | % |
In September, Egis Pharmaceuticals received a voluntary offer from its 51% majority owner, French pharmaceutical company Servier Group, for the purchase of all outstanding shares. The offer price represented a premium of more than 30% over the closing price prior to the offer announcement, leading Egis’s share price to surge after the Hungarian Stock Exchange lifted the trading suspension. We tendered our shares in the company because the offer price met our target price, allowing us to realize gains.
In contrast, key detractors from the Fund’s absolute performance included Sberbank of Russia, the country’s largest bank; Globaltrans Investment, Russia’s leading private freight rail transportation operator; and MHP, a major participant in Ukraine’s poultry business.
Sberbank has an extensive branch network that gives it access to low-cost deposits from customers across the country that, in our view, positions it well to benefit from its expanding retail and commercial banking operations. Russian banks, including Sberbank, were negatively affected by investor concerns about the banking sector’s exposure to potential losses in Ukraine as a result of the country’s political instability, as well as the economic sanctions imposed on Russia by the U.S. and the EU. Further weighing on investor sentiment were Russia’s weaker economy and the higher deposit funding costs after the CBR raised the key rate. In our assessment, Sberbank is one of the better positioned banks in Russia as a result of its sizable market share, strong brand recognition, and high profitability and return on equity.5 To be prudent and realize gains, as well as to raise cash and diversify into other countries in the region, we trimmed our large weighting in Sberbank. The bank remained one of the Fund’s top holdings, however, indicating our continued confidence.
Globaltrans Investment’s 2013 earnings declined because of lower revenues resulting from weaker rail freight rates and higher-than-expected net interest cost and tax expenses. Moreover, concerns that a major customer could pressure the railroad freight transport and logistics services provider to reduce rates further amid a sluggish economy led many investors to adopt a cautious view of the company. In our longer term view, however, the company’s long-term service contracts with major Russian companies, good cash flow generation, implementation of cost-cutting measures and growth through mergers and acquisitions as Russia’s fragmented freight rail market consolidated could potentially support the company’s growth.
MHP’s report of sales volume growth was overshadowed by the negative effects of lower product prices on earnings, which disappointed many investors. Potential export delays on the Ukraine-Russian border as a result of heightened geopolitical risks further dampened investor sentiment. However,
4 | Annual Report
| | |
| Top 10 Equity Holdings | | |
| 3/31/14 | | |
| |
| Company | % of Total | |
| Sector/Industry, Country | Net Assets | |
| Sberbank of Russia, ord. | 10.2 | % |
| Banks, Russia | | |
| Globaltrans Investment PLC, GDR, Reg S 7.1% | |
| Road & Rail, Russia | | |
| MHP SA, GDR, 144A & Reg S | 6.2 | % |
| Food Products, Ukraine | | |
| ROMGAZ (Societatea Nationala de Gaze | |
| Naturale ROMGAZ) SA, ord. & 144A | 6.2 | % |
| Oil, Gas & Consumable Fuels, Romania | |
| LUKOIL Holdings, ADR | 4.9 | % |
| Oil, Gas & Consumable Fuels, Russia | |
| KCell JSC, GDR | 4.8 | % |
| Wireless Telecommunication Services, | |
| Kazakhstan | | |
| Gazprom OAO, ADR | 4.5 | % |
| Oil, Gas & Consumable Fuels, Russia | |
| DIXY Group OJSC | 3.9 | % |
| Food & Staples Retailing, Russia | | |
| Etalon Group Ltd., GDR | 3.3 | % |
| Real Estate Management & Development, | |
| Russia | | |
| Yandex NV, A | 3.0 | % |
| Internet Software & Services, Russia | |
MHP’s entry into new export markets in Asia, the Middle East and Africa, combined with its high dividend yield (the company initiated dividend distributions in 2013), provided some support for its shares. As Ukraine’s leading poultry producer, MHP is positioned to potentially benefit from greater domestic demand resulting from growing disposable income. We continued to favor the company at period-end because of valuations we considered to be appealing, healthy revenue growth and profit margins, and consolidation opportunities in the poultry industry.
During the 12-month period, we repositioned the Fund’s portfolio to increase diversification across the region and reduce concentration in Russia. Positive economic developments in Central, Eastern and Southeastern Europe, combined with valuations we considered to be attractive, made entry into a number of markets appealing to us. As a result, we initiated positions in Romania, Poland, Turkey, Estonia and the Czech Republic. Key additions in these markets included ROMGAZ (Societatea Nationala de Gaze Naturale ROMGAZ), one of Romania’s leading gas exploration and production companies; Akbank, one of Turkey’s largest banks; and Warsaw Stock Exchange, Poland’s stock exchange.
In Russia, we initiated positions in a number of new companies because of fundamentals we considered to be attractive. Key purchases included Etalon Group, a real estate developer focusing on Russia’s largest property markets, St. Petersburg and Moscow; Yandex, an Internet software and services company that operates the country’s largest search engine; and Bashneft, an integrated oil producer located in Bashkiria.The Fund also added to some existing holdings, including DIXY Group, a major Russian food retailer, and KTK (Kuzbasskaya Toplivnaya kompaniya), one of Siberia’s largest thermal coal producers.
In accordance with the Fund’s previously authorized share repurchase program, we also repurchased some of the Fund’s outstanding shares in the open market. Please read the Important Notice to Shareholders on page 9 for information about the Fund’s share repurchase program.
Conversely, we undertook some sales as certain stocks reached their price targets and as we sought to invest in stocks we considered to be more attractively valued within our investment universe. In Russia, we closed our positions in CTC Media, an independent media company; X5 Retail Group, a food retailer; and Norilsk Nickel (Mining and Metallurgical Co. Norilsk Nickel), a major producer of nickel, platinum and palladium. Elsewhere, we eliminated the Fund’s exposure to Hungary by exiting positions in Magyar Telekom Telecommunications, Egis Pharmaceuticals and OTP Bank. We also eliminated exposure to Georgia with the sale of the Fund’s position in Bank of Georgia Holdings.
Annual Report | 5
As a result of our purchases, we increased the Fund’s holdings in oil, gas and consumable fuels; and food and staple retailing companies. Additionally, we initiated exposure to several industries, including Internet software and services; hotels, restaurants and leisure; and health care technology. Conversely, our sales resulted in the elimination of the Fund’s exposures to chemicals, media, and metals and mining companies, as well as reductions of investments largely in pharmaceuticals and telecommunication services companies.
Thank you for your continued participation in Templeton Russia and East European Fund. We look forward to serving your future investment needs.
The foregoing information reflects our analysis, opinions and portfolio holdings as of March 31, 2014, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.
The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, and an index is not
representative of the Fund’s portfolio.
1. Source: Federal State Statistics Service, Russia.
2. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability what-
soever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a
basis for other indices or any securities or financial products. This report is not approved, reviewed or produced by
MSCI.
3. The G-7 (Group of Seven) is an economic alliance of Canada, France, Germany, Italy, Japan, the U.K. and the U.S.
4. Source: © 2014 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar
and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or
timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of
this information.
5. Return on equity is an amount, expressed as a percentage, earned on a company’s common stock investment for a
given period. Return on equity tells common shareholders how effectually their money is being employed. Comparing
percentages for current and prior periods also reveals trends, and comparison with industry composites reveals how
well a company is holding its own against its competitors.
6 | Annual Report
Performance Summary as of 3/31/14
Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares.
| | | | | | | | | | | | | | |
| TRF Share Prices | | | | | | | | | | | | |
| | | | | | | | 3/31/14 | | | 3/31/13 | | | Change | |
| Net Asset Value (NAV) | | | | $ | 14.75 | | $ | 16.23 | | -$ | 1.48 | |
| Market Price (NYSE) | | | | $ | 13.16 | | $ | 14.79 | | -$ | 1.63 | |
| |
| Distributions | | | | | | | | | | | | | | |
| | | Dividend Income | | | | | | | | | | |
| 4/1/13-3/31/14 | | | $ | 0.1882 | | | | | | | | | | |
| |
| |
| Performance | | Cumulative Total Return1 | | Average Annual Total Return1 | | | | |
| | | | | Cumulative Total Return1 | | | Average Annual Total Return1 | |
| | | Based on | | | Based on change | | | Based on | | | Based on change | |
| | | change in NAV2 | | | in market price3 | | | change in NAV2 | | | in market price3 | |
| 1-Year | | | | -8.11 | % | | -9.93 | % | | -8.11 | % | | -9.93 | % |
| 5-Year | + | 103.22 | % | + | 52.68 | % | + | 15.24 | % | + | 8.83 | % |
| 10-Year | + | 67.27 | % | + | 24.40 | % | + | 5.28 | % | + | 2.21 | % |
Performance data represent past performance, which does not guarantee future results. Investment return and principal
value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from
figures shown.
All investments involve risks, including possible loss of principal. Special risks are associated with foreign investing including currency volatil-
ity, economic instability, and social and political developments of countries where the Fund invests. Emerging markets involve heightened risks
related to the same factors, in addition to those associated with their relatively small size and lesser liquidity. Investments in Russian and East
European securities involve significant additional risks, including political and social uncertainty (for example, regional conflicts and risk of
war), currency exchange rate volatility, pervasiveness of corruption and crime in the Russian and East European economic systems, delays in
settling portfolio transactions, and risk of loss arising out of the system of share registration and custody used in Russia and East European
countries.
The U.S. and other nations have imposed and could impose additional sanctions on certain issuers in Russia due to regional conflicts. These
sanctions could result in the devaluation of Russia’s currency, a downgrade in Russian issuers’ credit ratings, or a decline in the value and
liquidity of Russian stocks or other securities. The Fund may be prohibited from investing in securities issued by companies subject to such
sanctions. In addition, if the Fund holds the securities of an issuer that is subject to such sanctions, an immediate freeze of that issuer’s secu-
rities could result, impairing the ability of the Fund to buy, sell, receive or deliver those securities. There is also the risk that countermeasures
could be taken by Russia’s government, which could involve the seizure of the Fund’s assets. Such sanctions could adversely affect Russia’s
economy, possibly forcing the economy into a recession. These risks could impair the Fund’s ability to meet its investment objective.
Annual Report | 7
Because the Fund invests its assets primarily in companies in a specific region, the Fund is subject to greater risks of adverse developments in
that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Political, social or economic disruptions
in the region, even in countries in which the Fund is not invested, may adversely affect the value of securities held by the Fund. Also, as a non-
diversified investment company investing in Russia and East European countries, the Fund may invest in a relatively small number of issuers
and, as a result, may be subject to greater risk of loss with respect to its portfolio securities. The Fund is actively managed but there is no
guarantee that the manager’s investment decisions will produce the desired results.
1. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated.
2. Assumes reinvestment of distributions based on net asset value.
3. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.
8 | Annual Report
Important Notice to Shareholders
Share Repurchase Program
The Fund’s Board previously authorized the Fund to repurchase up to 10% of the Fund’s outstanding shares in open-market transactions, at the discretion of management. This authorization remains in effect.
In exercising its discretion consistent with its portfolio management responsibilities, the investment manager will take into account various other factors, including, but not limited to, the level of the discount, the Fund’s performance, portfolio holdings, dividend history, market conditions, cash on hand, the availability of other attractive investments and whether the sale of certain portfolio securities would be undesirable because of liquidity concerns or because the sale might subject the Fund to adverse tax consequences. Any repurchases would be made on a national securities exchange at the prevailing market price, subject to exchange requirements, Federal securities laws and rules that restrict repurchases, and the terms of any outstanding leverage or borrowing of the Fund. If and when the Fund’s 10% threshold is reached, no further repurchases could be completed until authorized by the Board. Until the 10% threshold is reached, Fund management will have the flexibility to commence share repurchases if and when it is determined to be appropriate in light of prevailing circumstances. The share repurchase program is intended to benefit shareholders by enabling the Fund to repurchase shares at a discount to net asset value, thereby increasing the proportionate interest of each remaining shareholder in the Fund.
In the Notes to Financial Statements section, please see note 2 (Capital Stock) for additional information regarding shares repurchased.
Annual Report | 9
Templeton Russia and East European Fund, Inc.
Financial Highlights
| | | | | | | | | | | | | | | |
| | | | | | Year Ended March 31, | | | | |
| | | 2014 | | | 2013 | | | 2012 | | | 2011 | | | 2010 | |
| Per share operating performance | | | | | | | | | | | | | | | |
| (for a share outstanding throughout the year) | | | | | | | | | | | | | | | |
| Net asset value, beginning of year | $ | 16.23 | | $ | 17.79 | | $ | 24.38 | | $ | 20.75 | | $ | 7.48 | |
| Income from investment operations: | | | | | | | | | | | | | | | |
| Net investment income (loss)a | | 0.29 | | | 0.19 | | | 0.04 | | | (0.11 | ) | | (0.08 | ) |
| Net realized and unrealized gains (losses) | | (1.64 | ) | | (1.54 | ) | | (6.63 | ) | | 3.85 | | | 13.35 | |
| Total from investment operations | | (1.35 | ) | | (1.35 | ) | | (6.59 | ) | | 3.74 | | | 13.27 | |
| Less distributions from: | | | | | | | | | | | | | | | |
| Net investment income | | (0.19 | ) | | (0.16 | ) | | — | | | — | | | — | |
| Net realized gains | | — | | | (0.07 | ) | | — | | | (0.11 | ) | | — | |
| Total distributions | | (0.19 | ) | | (0.23 | ) | | — | | | (0.11 | ) | | — | |
| Repurchase of shares | | 0.06 | | | 0.02 | | | — | | | — | | | — | |
| Net asset value, end of year | $ | 14.75 | | $ | 16.23 | | $ | 17.79 | | $ | 24.38 | | $ | 20.75 | |
| Market value, end of yearb | $ | 13.16 | | $ | 14.79 | | $ | 16.44 | | $ | 23.96 | | $ | 20.44 | |
| |
| Total return (based on market value per share) | | (9.93 | )% | | (8.65 | )% | | (31.39 | )% | | 17.76 | % | | 129.66 | % |
| |
| Ratios to average net assets | | | | | | | | | | | | | | | |
| Expenses | | 1.54 | %c | | 1.57 | % | | 1.59 | % | | 1.79 | %d | | 1.80 | % |
| Net investment income (loss) | | 1.82 | % | | 1.16 | % | | 0.19 | % | | (0.55 | )% | | (0.55 | )% |
| |
| Supplemental data | | | | | | | | | | | | | | | |
| Net assets, end of year (000’s) | $ | 81,006 | | $ | 92,235 | | $ | 102,226 | | $ | 140,055 | | $ | 119,216 | |
| Portfolio turnover rate | | 69.70 | % | | 36.32 | % | | 7.63 | % | | 10.81 | % | | 19.14 | % |
| |
| |
| aBased on average daily shares outstanding. | | | | | | | | | | | | | | | |
| bBased on the last sale on the New York Stock Exchange. | | | | | | | | | | | | | | | |
| cBenefit of waiver and payments by affiliates rounds to less than 0.01%. | | | | | | | | | | | | | | | |
| dNet of a one-time 0.04% affiliated fee waiver, the ratio of expenses net of expense reduction was 1.75%. | | | | | | | | | | | | | |
10 | The accompanying notes are an integral part of these financial statements. | Annual Report
Templeton Russia and East European Fund, Inc.
Statement of Investments, March 31, 2014
| | | | |
| | Country | Shares | | Value |
| Common Stocks 86.0% | | | | |
| Banks 15.3% | | | | |
| Akbank TAS | Turkey | 199,000 | $ | 632,499 |
| aPowszechna Kasa Oszczednosci Bank Polski S.A. | Poland | 85,144 | | 1,196,070 |
| Sberbank of Russia | Russia | 3,460,833 | | 8,271,453 |
| Turkiye Halk Bankasi AS | Turkey | 266,720 | | 1,651,845 |
| Yapi ve Kredi Bankasi AS | Turkey | 340,000 | | 645,213 |
| | | | | 12,397,080 |
| |
| Construction & Engineering 0.7% | | | | |
| Tekfen Holding AS | Turkey | 261,000 | | 595,331 |
| |
| Construction Materials 0.2% | | | | |
| Cimsa Cimento Sanayi ve Ticaret AS | Turkey | 27,159 | | 141,542 |
| |
| Diversified Financial Services 2.0% | | | | |
| Warsaw Stock Exchange | Poland | 123,734 | | 1,608,051 |
| |
| Electronic Equipment, Instruments & Components 0.5% | | | | |
| ABC Data SA | Poland | 317,381 | | 440,807 |
| |
| Energy Equipment & Services 0.5% | | | | |
| a,bIG Seismic Services PLC, GDR, Reg S | Russia | 15,672 | | 423,144 |
| |
| Food & Staples Retailing 6.7% | | | | |
| aDIXY Group OJSC | Russia | 413,326 | | 3,159,254 |
| Magnit OJSC | Russia | 5,407 | | 1,249,104 |
| aMigros Ticaret AS | Turkey | 125,000 | | 1,022,459 |
| | | | | 5,430,817 |
| |
| Food Products 7.6% | | | | |
| cMHP SA, GDR, 144A | Ukraine | 76,380 | | 1,008,216 |
| bMHP SA, GDR, Reg S | Ukraine | 303,950 | | 4,012,140 |
| Pinar Sut Mamulleri Sanayii AS | Turkey | 11,580 | | 95,532 |
| Ulker Biskuvi Sanayi AS | Turkey | 144,555 | | 1,016,875 |
| | | | | 6,132,763 |
| |
| Health Care Technology 1.9% | | | | |
| aSynektik SA | Poland | 182,668 | | 1,528,274 |
| |
| Hotels, Restaurants & Leisure 2.0% | | | | |
| Fortuna Entertainment Group NV | Czech Republic | 128,000 | | 850,591 |
| Olympic Entertainment Group A.S. | Estonia | 305,329 | | 786,676 |
| | | | | 1,637,267 |
| |
| Internet Software & Services 4.3% | | | | |
| a,bMail.ru Group Ltd., GDR, Reg S | Russia | 28,895 | | 1,022,883 |
| aYandex NV, A | Russia | 81,036 | | 2,446,476 |
| | | | | 3,469,359 |
Annual Report | 11
| | | | |
| Templeton Russia and East European Fund, Inc. |
| |
| Statement of Investments, March 31, 2014 (continued) | | | | |
| |
| |
| | Country | Shares | | Value |
| Common Stocks (continued) | | | | |
| Machinery 0.1% | | | | |
| Kopex SA | Poland | 25,935 | $ | 113,809 |
| |
| Oil, Gas & Consumable Fuels 25.2% | | | | |
| Dragon Oil PLC | Turkmenistan | 91,453 | | 861,051 |
| Gazprom OAO, ADR | Russia | 471,650 | | 3,632,413 |
| aKuzbasskaya Toplivnaya Kompaniya OAO | Russia | 528,050 | | 1,054,217 |
| dLUKOIL Holdings, ADR | Russia | 26,600 | | 1,478,029 |
| dLUKOIL Holdings, ADR (London Stock Exchange) | Russia | 45,500 | | 2,528,208 |
| bNostrum Oil & Gas LP, GDR, Reg S | Kazakhstan | 186,450 | | 1,939,080 |
| OMV Petrom SA | Romania | 15,786,500 | | 2,082,079 |
| Societatea Nationala de Gaze Naturale ROMGAZ SA | Romania | 261,177 | | 2,662,149 |
| cSocietatea Nationala de Gaze Naturale ROMGAZ SA, 144A | Romania | 231,000 | | 2,354,558 |
| Transgaz SA Medias | Romania | 30,499 | | 1,836,977 |
| | | | | 20,428,761 |
| |
| Pharmaceuticals 0.1% | | | | |
| a,eOTCPharm | Russia | 25,108 | | 39,384 |
| |
| Real Estate Management & Development 3.3% | | | | |
| a,bEtalon Group Ltd., GDR, Reg S | Russia | 690,734 | | 2,659,326 |
| |
| Road & Rail 7.1% | | | | |
| bGlobaltrans Investment PLC, GDR, Reg S | Russia | 498,750 | | 5,770,537 |
| |
| Software 1.6% | | | | |
| aAsseco Poland SA | Poland | 82,813 | | 1,285,738 |
| |
| Specialty Retail 2.1% | | | | |
| M Video OJSC | Russia | 155,060 | | 943,163 |
| Silvano Fashion Group AS, A | Estonia | 247,264 | | 725,649 |
| | | | | 1,668,812 |
| |
| Wireless Telecommunication Services 4.8% | | | | |
| cKCell JSC, GDR, 144A | Kazakhstan | 286,000 | | 3,925,350 |
| Total Common Stocks (Cost $56,827,774) | | | | 69,696,152 |
| |
| Preferred Stocks 3.5% | | | | |
| Oil, Gas & Consumable Fuels 3.5% | | | | |
| Bashneft OAO, pfd. | Russia | 49,628 | | 2,031,687 |
| Tatneft OAO, pfd., 3 | Russia | 246,170 | | 813,441 |
| Total Preferred Stocks (Cost $2,869,971) | | | | 2,845,128 |
| |
| Total Investments before Short Term Investments | | | | |
| (Cost $59,697,745) | | | | 72,541,280 |
12 | Annual Report
Templeton Russia and East European Fund, Inc.
Statement of Investments, March 31, 2014 (continued)
| | | | | |
| | Country | Shares | | Value | |
| Short Term Investments (Cost $11,306,668) 14.0% | | | | | |
| Money Market Funds 14.0% | | | | | |
| a,fInstitutional Fiduciary Trust Money Market Portfolio | United States | 11,306,668 | $ | 11,306,668 | |
| |
| Total Investments (Cost $71,004,413) 103.5% | | | | 83,847,948 | |
| Other Assets, less Liabilities (3.5)% | | | | (2,842,184 | ) |
| |
| Net Assets 100.0% | | | $ | 81,005,764 | |
See Abbreviations on page 25.
aNon-income producing.
bSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a
security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from regis-
tration. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Directors. At March 31, 2014, the aggregate value of these securities was
$15,827,110, representing 19.54% of net assets.
cSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in
a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Directors. At March 31,
2014, the aggregate value of these securities was $7,288,124, representing 9.00% of net assets.
dAt March 31, 2014, pursuant to the Fund’s policies and the requirements of applicable securities law, the Fund may be restricted from trading this security for a limited or extended
period of time due to ownership limits and/or potential possession of material non-public information.
eSecurity has been deemed illiquid because it may not be able to be sold within seven days.
fSee Note 3(c) regarding investments in the Institutional Fiduciary Trust Money Market Portfolio.
Annual Report | The accompanying notes are an integral part of these financial statements. | 13
Templeton Russia and East European Fund, Inc.
Financial Statements
Statement of Assets and Liabilities
March 31, 2014
| | | |
| Assets: | | | |
| Investments in securities: | | | |
| Cost - Unaffiliated issuers | $ | 59,697,745 | |
| Cost - Sweep Money Fund (Note 3c) | | 11,306,668 | |
| Total cost of investments | $ | 71,004,413 | |
| Value - Unaffiliated issuers | $ | 72,541,280 | |
| Value - Sweep Money Fund (Note 3c) | | 11,306,668 | |
| Total value of investments | | 83,847,948 | |
| Receivables from dividends | | 33,477 | |
| Total assets | | 83,881,425 | |
| Liabilities: | | | |
| Payables: | | | |
| Investment securities purchased | | 2,744,804 | |
| Management fees | | 83,170 | |
| Funds advanced by custodian | | 1,165 | |
| Accrued expenses and other liabilities | | 46,522 | |
| Total liabilities | | 2,875,661 | |
| Net assets, at value | $ | 81,005,764 | |
| Net assets consist of: | | | |
| Paid-in capital | $ | 80,003,197 | |
| Undistributed net investment income | | 1,413,301 | |
| Net unrealized appreciation (depreciation) | | 12,827,177 | |
| Accumulated net realized gain (loss) | | (13,237,911 | ) |
| Net assets, at value | $ | 81,005,764 | |
| Shares outstanding | | 5,490,113 | |
| Net asset value per share | $ | 14.75 | |
14 | The accompanying notes are an integral part of these financial statements. | Annual Report
Templeton Russia and East European Fund, Inc.
Financial Statements (continued)
| | | |
| Statement of Operations | | | |
| for the year ended March 31, 2014 | | | |
| |
| Investment income: | | | |
| Dividends (net of foreign taxes of $358,558) | $ | 3,000,642 | |
| Expenses: | | | |
| Management fees (Note 3a) | | 1,145,120 | |
| Administrative fees (Note 3b) | | 14,957 | |
| Transfer agent fees | | 27,255 | |
| Custodian fees (Note 4) | | 56,255 | |
| Reports to shareholders | | 22,026 | |
| Registration and filing fees | | 25,831 | |
| Professional fees | | 70,581 | |
| Directors’ fees and expenses | | 4,146 | |
| Other | | 13,621 | |
| Total expenses | | 1,379,792 | |
| Expenses waived/paid by affiliates (Note 3c) | | (5,247 | ) |
| Net expenses | | 1,374,545 | |
| Net investment income | | 1,626,097 | |
| Realized and unrealized gains (losses): | | | |
| Net realized gain (loss) from: | | | |
| Investments | | (11,434,352 | ) |
| Foreign currency transactions | | (122,073 | ) |
| Net realized gain (loss) | | (11,556,425 | ) |
| Net change in unrealized appreciation (depreciation) on: | | | |
| Investments | | 2,484,232 | |
| Translation of other assets and liabilities denominated in foreign currencies | | (16,358 | ) |
| Net change in unrealized appreciation (depreciation) | | 2,467,874 | |
| Net realized and unrealized gain (loss) | | (9,088,551 | ) |
| Net increase (decrease) in net assets resulting from operations | $ | (7,462,454 | ) |
Annual Report | The accompanying notes are an integral part of these financial statements. | 15
Templeton Russia and East European Fund, Inc.
Financial Statements (continued)
| | | | | | |
| Statements of Changes in Net Assets | | | | | | |
| |
| | | Year Ended March 31, | |
| | | 2014 | | | 2013 | |
| Increase (decrease) in net assets: | | | | | | |
| Operations: | | | | | | |
| Net investment income | $ | 1,626,097 | | $ | 1,083,682 | |
| Net realized gain (loss) from investments and foreign currency transactions | | (11,556,425 | ) | | 170,342 | |
| Net change in unrealized appreciation (depreciation) on investments and translation of other | | | | | | |
| assets and liabilities denominated in foreign currencies | | 2,467,874 | | | (9,021,929 | ) |
| Net increase (decrease) in net assets resulting from operations | | (7,462,454 | ) | | (7,767,905 | ) |
| Distributions to shareholders from: | | | | | | |
| Net investment income | | (1,041,308 | ) | | (903,840 | ) |
| Net realized gains | | — | | | (386,379 | ) |
| Total distributions to shareholders | | (1,041,308 | ) | | (1,290,219 | ) |
| Capital share transactions – Repurchase of Shares: (Note 2) | | (2,725,027 | ) | | (933,387 | ) |
| Net increase (decrease) in net assets | | (11,228,789 | ) | | (9,991,511 | ) |
| Net assets: | | | | | | |
| Beginning of year | | 92,234,553 | | | 102,226,064 | |
| End of year | $ | 81,005,764 | | $ | 92,234,553 | |
| Undistributed net investment income included in net assets: | | | | | | |
| End of year | $ | 1,413,301 | | $ | 631,979 | |
16 | The accompanying notes are an integral part of these financial statements. | Annual Report
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Templeton Russia and East European Fund, Inc. (Fund) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a closed-end management investment company.
The following summarizes the Fund’s significant accounting policies.
a. Financial Instrument Valuation
The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share at the close of the New York Stock Exchange (NYSE), generally at 4 p.m. Eastern time (NYSE close) on each day the NYSE is open for trading. Under procedures approved by the Fund’s Board of Directors (the Board), the Fund’s administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Fund’s valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.
Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded or as of the NYSE close, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the NYSE close on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value.
The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such
Annual Report | 17
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
| 1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
| a. | Financial Instrument Valuation (continued) |
investments, the fair values may differ significantly from the values that would have been used had an active market existed. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.
Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily NYSE close. In addition, trading in certain foreign markets may not take place on every NYSE business day. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.
Also, when the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the NYSE is closed, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.
b. Foreign Currency Translation
Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations.
18 | Annual Report
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
| 1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
| b. | Foreign Currency Translation (continued) |
Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.
c. Income and Deferred Taxes
It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.
The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.
The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. As of March 31, 2014, and for all open tax years, the Fund has determined that no liability for unrecognized tax benefits is required in the Fund’s financial statements related to uncertain tax positions taken on a tax return (or expected to be taken on future tax returns). Open tax years are those that remain subject to examination and are based on each tax jurisdiction statute of limitation.
d. Security Transactions, Investment Income, Expenses and Distributions
Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Fund is notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.
Annual Report | 19
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
| 1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
| e. | Accounting Estimates |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
f. Guarantees and Indemnifications
Under the Fund’s organizational documents, its officers and directors are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.
2. CAPITAL STOCK
At March 31, 2014, there were 100 million shares authorized ($0.01 par value). During the years ended March 31, 2014 and March 31, 2013 there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.
The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. This authorization remains in effect. Since the inception of the program, the Fund had repurchased a total of 255,061 shares. Transactions in the Fund’s shares for the years ended March 31, 2014 and March 31, 2013, were as follows:
| | | | | | | | | |
| | | | | Year Ended March 31, | | | |
| | | 2014 | | | | | | 2013 | |
| | Shares | | | Amount | | Shares | | Amount | |
| Shares repurchased | 192,061 | | $ | 2,725,027 | | 63,000 | $ | 933,387 | |
| Weighted average discount of | | | | | | | | | |
| market price to net asset value | | | | | | | | | |
| of shares repurchased | | | | 10.58 | % | | | 9.51 | % |
20 | Annual Report
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
3. TRANSACTIONS WITH AFFILIATES
Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and directors of the Fund are also officers and/or directors of the following subsidiaries:
| |
Subsidiary Templeton Asset Management Ltd. (TAML) Franklin Templeton Services, LLC (FT Services) | Affiliation Investment manager Administrative manager |
a. Management Fees
The Fund pays an investment management fee to TAML based on the average weekly net assets of the Fund as follows:
| | |
| Annualized Fee Rate | | Net Assets |
| 1.300 | % | Up to and including $1 billion |
| 1.250 | % | Over $1 billion, up to and including $5 billion |
| 1.200 | % | Over $5 billion, up to and including $10 billion |
| 1.150 | % | Over $10 billion, up to and including $15 billion |
| 1.100 | % | Over $15 billion, up to and including $20 billion |
| 1.050 | % | In excess of $20 billion |
Effective May 1, 2013, the Fund combined its investment management and administration agreements as approved by the Board. The fees paid under the combined agreement do not exceed the aggregate fees that were paid under the separate agreements.
Prior to May 1, 2013, the Fund paid fees to TAML based on the average weekly net assets of the Fund as follows:
| | |
| Annualized Fee Rate | | Net Assets |
| 1.100 | % | Up to and including $1 billion |
| 1.050 | % | Over $1 billion, up to and including $5 billion |
| 1.000 | % | Over $5 billion, up to and including $10 billion |
| 0.950 | % | Over $10 billion, up to and including $15 billion |
| 0.900 | % | Over $15 billion, up to and including $20 billion |
| 0.850 | % | In excess of $20 billion |
b. Administrative Fees
Effective May 1, 2013, under an agreement with TAML, FT Services provides administrative services to the Fund. The fee is paid by TAML based on the Fund’s average weekly net assets, and is not an additional expense of the Fund.
Prior to May 1, 2013, the Fund paid administrative fees to FT Services of 0.20% per year of the average weekly net assets of the Fund.
Annual Report | 21
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
| 3. | TRANSACTIONS WITH AFFILIATES (continued) |
| c. | Investment in Institutional Fiduciary Trust Money Market Portfolio |
The Fund invests in the Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an affiliated open-end investment company. Management fees paid by the Fund are waived on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid directly or indirectly by the Sweep Money Fund.
4. EXPENSE OFFSET ARRANGEMENT
The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the year ended March 31, 2014, there were no credits earned.
5. INCOME TAXES
For tax purposes, capital losses may be carried over to offset future capital gains, if any.
At March 31, 2014, the capital loss carryforwards were as follows:
| | |
| Capital loss carryforwards: | | |
| Short term | $ | 404,212 |
| Long term | | 12,833,699 |
| Total capital loss carryforwards | $ | 13,237,911 |
The tax character of distributions paid during the years ended March 31, 2014 and 2013 was as follows:
| | | | |
| | | 2014 | | 2013 |
| Distributions paid from: | | | | |
| Ordinary income | $ | 1,041,308 | $ | 949,938 |
| Long term capital gain | | — | | 340,281 |
| | $ | 1,041,308 | $ | 1,290,219 |
At March 31, 2014, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:
| | | |
| Cost of investments | $ | 70,923,777 | |
| |
| Unrealized appreciation | $ | 16,337,775 | |
| Unrealized depreciation | | (3,413,604 | ) |
| Net unrealized appreciation (depreciation) | | 12,924,171 | |
| |
| Distributable earnings - undistributed ordinary income | $ | 1,332,663 | |
22 | Annual Report
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
5. INCOME TAXES (continued)
Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of passive foreign investment company shares and corporate actions.
6. INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short term securities) for the year ended March 31, 2014, aggregated $57,555,174 and $59,092,883, respectively.
7. CONCENTRATION OF RISK
Investing in equity securities of Russian companies may include certain risks not typically associated with investing in countries with more developed securities markets, such as political, economic and legal uncertainties, delays in settling portfolio transactions and the risk of loss from Russia’s under-developed systems of securities registration and transfer.
The United States and other nations have imposed and could impose additional sanctions on certain issuers in Russia due to regional conflicts. These sanctions could result in the devaluation of Russia’s currency, a downgrade in Russian issuers’ credit ratings, or a decline in the value and liquidity of Russian stocks or other securities. The Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, if the Fund holds the securities of an issuer that is subject to such sanctions, an immediate freeze of that issuer’s securities could result, impairing the ability of the Fund to buy, sell, receive or deliver those securities. At March 31, 2014, the Fund had 46.3% of its net assets invested in Russia.
8. FAIR VALUE MEASUREMENTS
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:
- Level 1 – quoted prices in active markets for identical financial instruments
- Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)
- Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)
The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.
Annual Report | 23
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
8. FAIR VALUE MEASUREMENTS (continued)
For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.
A summary of inputs used as of March 31, 2014, in valuing the Fund’s assets carried at fair value, is as follows:
| | | | | | | | |
| | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | | |
| Investments in Securities: | | | | | | | | |
| Equity Securities:a | | | | | | | | |
| Oil, Gas & Consumable Fuels | $ | 18,163,447 | $ | 5,110,442 | $ | — | $ | 23,273,889 |
| Pharmaceuticals | | — | | — | | 39,384 | | 39,384 |
| Other Equity Investmentsb | | 49,228,007 | | — | | — | | 49,228,007 |
| Short Term Investments | | 11,306,668 | | — | | — | | 11,306,668 |
| Total Investments in Securities | $ | 78,698,122 | $ | 5,110,442 | $ | 39,384 | $ | 83,847,948 |
aIncludes common and preferred stocks.
bFor detailed categories, see the accompanying Statement of Investments.
A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 financial instruments at the end of the year.
During the year ended March 31, 2014, the Fund recorded significant transfers of assets between Level 1 and Level 2 within the fair value hierarchy due to a refinement in price valuation methodology, as follows:
| | | | |
| | | Transfer During the Period From |
| | | Level 1 to Level 2 | | Level 2 to Level 1 |
| Assets: | | | | |
| Investments in Securities: | | | | |
| Equity Investments: | | | | |
| Food Products | $ | — | $ | 1,008,216 |
| Oil, Gas & Consumable | | | | |
| Fuels | | 3,632,413 | | — |
| Total Investments in | | | | |
| Securities | $ | 3,632,413 | $ | 1,008,216 |
24 | Annual Report
Templeton Russia and East European Fund, Inc.
Notes to Financial Statements (continued)
9. NEW ACCOUNTING PRONOUNCEMENTS
In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-08, Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The ASU modifies the criteria used in defining an investment company under U.S. Generally Accepted Accounting Principles and also sets forth certain measurement and disclosure requirements. Under the ASU, an entity that is registered under the 1940 Act automatically qualifies as an investment company. The ASU is effective for interim and annual reporting periods beginning after December 15, 2013. Management has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.
10. SUBSEQUENT EVENTS
The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.
ABBREVIATIONS
Selected Portfolio
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
Annual Report | 25
Templeton Russia and East European Fund, Inc.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Templeton Russia and East European Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Russia and East European Fund, Inc. (the “Fund”) at March 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at March 31, 2014 by correspondence with the custodian, transfer agent and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
May 19, 2014
26 | Annual Report
Templeton Russia and East European Fund, Inc.
Tax Information (unaudited)
Under Section 854(b)(1)(A) of the Internal Revenue Code (Code), the Fund hereby reports 6.44% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended March 31, 2014.
Under Section 854(b)(1)(B) of the Code, the Fund hereby reports the maximum amount allowable but no less than $1,825,290 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended March 31, 2014. Distributions, including qualified dividend income, paid during calendar year 2014 will be reported to shareholders on Form 1099-DIV by mid-February 2015. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.
At March 31, 2013, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. As shown in the table below, the Fund hereby reports to shareholders the foreign source income and foreign taxes paid, pursuant to Section 853 of the Code. This written statement will allow shareholders of record on December 13, 2013, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.
The following table provides a detailed analysis of foreign tax paid, foreign source income, and foreign source qualified dividends as reported by the Fund shareholders of record.
| | | | | |
| | Foreign Tax | | Foreign | | Foreign |
| | Paid | | Source Income | | Qualified Dividends |
| Class | Per Share | | Per Share | | Per Share |
| Class A | $ 0.0493 | $ | 0.2228 | $ | 0.1228 |
Foreign Tax Paid Per Share (Column 1) is the amount per share available to you, as a tax credit (assuming you held your shares in the Fund for a minimum of 16 days during the 31-day period beginning 15 days before the ex-dividend date of the Fund’s distribution to which the foreign taxes relate), or, as a tax deduction.
Foreign Source Income Per Share (Column 2) is the amount per share of income dividends attributable to foreign securities held by the Fund, plus any foreign taxes withheld on these dividends. The amounts reported include foreign source qualified dividends that have not been adjusted for the rate differential applicable to such dividend income.1
Foreign Source Qualified Dividends Per Share (Column 3) is the amount per share of foreign source qualified dividends, plus any foreign taxes withheld on these dividends. These amounts represent the portion of the Foreign Source Income reported to you in column 2 that were derived from qualified foreign securities held by the Fund.1
Annual Report | 27
Templeton Russia and East European Fund, Inc.
Tax Information (unaudited) (continued)
By mid-February 2014, shareholders received Form 1099-DIV which included their share of taxes paid and foreign source income distributed during the calendar year 2013 (year of distribution). The Foreign Source Income reported on Form 1099-DIV has not been adjusted for the rate differential on foreign source qualified dividend income. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their 2013 individual income tax returns.
1 Qualified dividends are taxed at reduced long term capital gains tax rates. In determining the amount of foreign tax credit that may be applied against the U.S. tax liability of individuals receiving foreign source qualified dividends, adjustments may be required to the foreign tax credit limitation calculation to reflect the rate differential applicable to such dividend income. The rules however permit certain individuals to elect not to apply the rate differential adjustments for capital gains and/or dividends for any taxable year. Please consult your tax advisor and the instructions to Form 1116 for more information.
28 | Annual Report
Templeton Russia and East European Fund, Inc.
Annual Meeting of Shareholders, August 23, 2013 (unaudited)
The Annual Meeting of Shareholders of the Fund was held at the Fund’s offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on August 23, 2013. The purpose of the meeting was to elect four Directors of the Fund and to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending March 31, 2014. At the meeting, the following persons were elected by the shareholders to serve as Directors of the Fund: Edith E. Holiday, Frank A. Olson, Robert E. Wade and Rupert H. Johnson, Jr.* Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending March 31, 2014. No other business was transacted at the meeting.
| | | | | | | | | | |
| The results of the voting at the Annual Meeting are as follows: | | | | | | |
| |
| 1. The election of four Directors: | | | | | | | | | | |
| |
| | | | | % of | | | | | % of | |
| | | | | Shares | | | | | Shares | |
| | | % of | | Present | | | % of | | Present | |
| | | Outstanding | | and | | | Outstanding | | and | |
| Term Expiring 2016 | For | Shares | | Voting | | Withheld | Shares | | Voting | |
| Edith E. Holiday | 2,911,699 | 51.69 | % | 76.88 | % | 875,870 | 15.55 | % | 23.12 | % |
| Frank A. Olson | 2,884,423 | 51.21 | % | 76.15 | % | 903,146 | 16.03 | % | 23.85 | % |
| Robert E. Wade | 2,886,979 | 51.25 | % | 76.22 | % | 900,590 | 15.99 | % | 23.78 | % |
| Rupert H. Johnson, Jr. | 2,889,927 | 51.31 | % | 76.30 | % | 897,642 | 15.93 | % | 23.70 | % |
Term Expiring 2011
There were approximately 12,393 broker non-votes received with respect to this item.
2. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending March 31, 2014:
| | | | | |
| | | | | % of | |
| | | % of | | Shares | |
| | Shares | Outstanding | | Present | |
| | Voted | Shares | | and Voting | |
| For | 3,725,397 | 66.14 | % | 98.04 | % |
| Against | 29,401 | 0.52 | % | 0.77 | % |
| Abstain | 45,164 | 0.80 | % | 1.19 | % |
| Total | 3,799,962 | 67.46 | % | 100.00 | % |
*Harris J. Ashton, Ann Torre Bates, Frank J. Crothers, Gregory E. Johnson, J. Michael Luttig, David W. Niemiec, Larry D. Thompson, and Constantine D.
Tseretopoulos are Directors of the Fund who are currently serving and whose terms of office continued after the Annual Meeting of Shareholders.
Annual Report | 29
Templeton Russia and East European Fund, Inc.
Dividend Reinvestment and Cash Purchase Plan
The Fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) with the following features:
If shares of the Fund are held in the shareholder’s name, the shareholder will automatically be a participant in the Plan unless he elects to withdraw. If the shares are registered in the name of a broker-dealer or other nominee (i.e., in “street name”), the broker-dealer or nominee will elect to participate in the Plan on the shareholder’s behalf unless the shareholder instructs them otherwise, or unless the reinvestment service is not provided by the broker-dealer or nominee.
Participants should contact Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX 77842-3170, to receive the Plan brochure.
To receive dividends or distributions in cash, the shareholder must notify Computershare Trust Company, N.A. (formerly, The Bank of New York Mellon) (the “Plan Administrator”) at the address above or the institution in whose name the shares are held. The Plan Administrator must receive written notice ten business days before the record date for the distribution.
Whenever the Fund declares dividends in either cash or common stock of the Fund, if the market price is equal to or exceeds net asset value at the valuation date, the participant will receive the dividends entirely in new shares at a price equal to the net asset value, but not less than 95% of the then current market price of the Fund’s shares. If the market price is lower than net asset value or if dividends and/or capital gains distributions are payable only in cash, the participant will receive shares purchased on the New York Stock Exchange or otherwise on the open market.
A participant has the option of submitting additional cash payments to the Plan Administrator, in any amounts of at least $100 each, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments can be made by check payable to Computershare Trust Company, N.A. and sent to Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX 77842-3170, Attention: Templeton Russia and East European Fund, Inc. The Plan Administrator will apply such payments (less a $5.00 service charge and less a pro rata share of trading fees) to purchases of Fund shares on the open market.
The automatic reinvestment of dividends and/or capital gains does not relieve the participant of any income tax that may be payable on dividends or distributions.
Whenever shares are purchased on the New York Stock Exchange or otherwise on the open market, each participant will pay a pro rata portion of trading fees. Trading fees will be deducted from amounts to be invested. The Plan Administrator’s fee for a sale of shares through the Plan is $15.00 per transaction plus a $0.12 per share trading fee.
30 | Annual Report
Templeton Russia and East European Fund, Inc.
Dividend Reinvestment and Cash Purchase Plan (continued)
The participant may withdraw from the Plan without penalty at any time by written notice to the Plan Administrator sent to Computershare Shareowner Services, LLC, P.O. Box 30170, College Station, TX 77842-3170. Upon withdrawal, the participant will receive, without charge, share certificates issued in the participant’s name for all full shares held by the Plan Administrator; or, if the participant wishes, the Plan Administrator will sell the participant’s shares and send the proceeds to the participant, less a service charge of $15.00 and less trading fees of $0.12 per share. The Plan Administrator will convert any fractional shares held at the time of withdrawal to cash at current market price and send a check to the participant for the net proceeds.
Direct Deposit Service for Registered Shareholders
Cash distributions can now be electronically credited to a checking or savings account at any financial institution that participates in the Automated Clearing House (“ACH”) system. The Direct Deposit service is provided for registered shareholders at no charge. To enroll in the service, access your account online by going to www.computershare.com/investor or dial (800) 416-5585 (toll free) and follow the instructions. Direct Deposit will begin with the next scheduled distribution payment date following enrollment in the service.
Annual Report | 31
Templeton Russia and East European Fund, Inc.
Transfer Agent
Computershare Shareowner Services, LLC
P.O. Box 30170
College Station, TX 77842-3170
Overnight address:
211 Quality Circle, Suite 210
College Station, TX 77845
(800) 416-5585
www.computershare.com/investor
Direct Registration
If you are a registered shareholder of the Fund, purchases of shares of the Fund can be electronically credited to your Fund account at Computershare Shareowner Services, LLC through Direct Registration. This service provides shareholders with a convenient way to keep track of shares through book entry transactions, electronically move book-entry shares between broker-dealers, transfer agents and DRS eligible issuers, and eliminate the possibility of lost certificates. For additional information, please contact Computershare Shareowner Services, LLC at (800) 416-5585.
Shareholder Information
Shares of Templeton Russia and East European Fund, Inc. are traded on the New York Stock Exchange under the symbol “TRF.” Information about the net asset value and the market price is published each Monday in the Wall Street Journal, weekly in Barron’s and each Saturday in The New York Times and other newspapers. Daily market prices for the Fund’s shares are published in “New York Stock Exchange Composite Transactions” section of newspapers.
For current information about distributions and shareholder accounts, call (800) 416-5585. Registered shareholders can now access their Fund account on-line with the Investor ServiceDirect™ website. For information go to Computershare Shareowner Services, LLC’s website at www.computershare.com/investor and follow the instructions.
The daily closing net asset value as of the previous business day may be obtained when available by calling Franklin Templeton Fund Information after 7 a.m. Pacific time any business day at (800) DIAL BEN/342-5236. The Fund’s net asset value and dividends are also listed on the NASDAQ Stock Market, Inc.’s Mutual Fund Quotation Service (“NASDAQ MFQS”).
Shareholders not receiving copies of the reports to shareholders because their shares are registered in the name of a broker or a custodian can request that they be added to the Fund’s mailing list by writing Templeton Russia and East European Fund, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL 33733-8030.
32 | Annual Report
Templeton Russia and East European Fund, Inc.
Board Members and Officers
The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of U.S. registered portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves a three-year term that continues until that person’s successor is elected and qualified.
| | | | |
| Independent Board Members | | | |
| |
| |
| | | | Number of Portfolios in | |
| Name, Year of Birth | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Harris J. Ashton (1932) | Director | Since 1994 | 140 | Bar-S Foods (meat packing company) |
| 300 S.E. 2nd Street | | | | (1981-2010). |
| Fort Lauderdale, FL 33301-1923 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| 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). |
| |
| Ann Torre Bates (1958) | Director | Since 2008 | 37 | Navient Corporation (loan manage- |
| 300 S.E. 2nd Street | | | | ment, servicing and asset recovery) |
| Fort Lauderdale, FL 33301-1923 | | | | (May 2014), Ares Capital Corporation |
| | | | | (specialty finance company) |
| | | | | (2010-present), United Natural Foods, |
| | | | | Inc. (distributor of natural, organic and |
| | | | | specialty foods) (2013-present), Allied |
| | | | | Capital Corporation (financial services) |
| | | | | (2003-2010) and SLM Corporation |
| | | | | (Sallie Mae) (1997-2014). |
| Principal Occupation During at Least the Past 5 Years: | | |
| Director of various companies; 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). | |
| |
| Frank J. Crothers (1944) | Director | Since 1998 | 27 | Talon Metals Corp. (mining explo- |
| 300 S.E. 2nd Street | | | | ration), Fortis, Inc. (utility holding |
| Fort Lauderdale, FL 33301-1923 | | | | company) and AML Foods Limited |
| | | | | (retail distributors). |
| Principal Occupation During at Least the Past 5 Years: | | |
| Director and Vice Chairman, Caribbean Utilities Company, Ltd; director of various other private business and nonprofit organizations; and |
| formerly, Chairman, Atlantic Equipment and Power Ltd. (1977-2003). | | |
Annual Report | 33
| | | | |
| | | | Number of Portfolios in | |
| Name, Year of Birth | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Edith E. Holiday (1952) | Lead | Director since | 140 | Hess Corporation (exploration and |
| 300 S.E. 2nd Street | Independent | 1996 and Lead | | refining of oil and gas), H.J. Heinz |
| Fort Lauderdale, FL 33301-1923 | Director | Independent | | Company (processed foods and |
| | | Director since | | allied products) (1994-2013), RTI |
| | | 2007 | | International Metals, Inc. (manufac- |
| | | | | ture and distribution of titanium), |
| | | | | Canadian National Railway (railroad) |
| | | | | and White Mountains Insurance |
| | | | | Group, Ltd. (holding company). |
| Principal Occupation During at Least the Past 5 Years: | | |
| 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). | |
| |
| J. Michael Luttig (1954) | Director | Since 2009 | 140 | Boeing Capital Corporation (aircraft |
| 300 S.E. 2nd Street | | | | financing) (2006-2013). |
| Fort Lauderdale, FL 33301-1923 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company (aerospace company); and formerly, |
| Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). | |
| |
| David W. Niemiec (1949) | Director | Since 2005 | 34 | Emeritus Corporation (assisted living) |
| 300 S.E. 2nd Street | | | | (1999-2010) and OSI |
| Fort Lauderdale, FL 33301-1923 | | | | Pharmaceuticals, Inc. (pharmaceutical |
| | | | | products) (2006-2010). |
| Principal Occupation During at Least the Past 5 Years: | | |
| 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). | | | |
| |
| Frank A. Olson (1932) | Director | Since 2003 | 140 | Hess Corporation (exploration and |
| 300 S.E. 2nd Street | | | | refining of oil and gas) (1998-2013). |
| Fort Lauderdale, FL 33301-1923 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| 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) (until 1987). |
| |
| Larry D. Thompson (1945) | Director | Since 2005 | 140 | Cbeyond, Inc. (business communica- |
| 300 S.E. 2nd Street | | | | tions provider) (2010-2012), The |
| Fort Lauderdale, FL 33301-1923 | | | | Southern Company (energy company) |
| | | | | (2010-2012) and Graham Holdings |
| | | | | Company (formerly, The Washington |
| | | | | Post Company) (education and media |
| | | | | organization). |
| Principal Occupation During at Least the Past 5 Years: | | |
| Executive Vice President – Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer products) (2012-present); |
| and formerly, John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2011-2012); Senior Vice President – |
| Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (2004-2011); 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). |
34 | Annual Report
| | | | | |
| | | | | Number of Portfolios in | |
| Name, Year of Birth | | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Constantine D. Tseretopoulos | | Director | Since 1997 | 27 | None |
| (1954 | ) | | | | |
| 300 S.E. 2nd Street | | | | | |
| Fort Lauderdale, FL 33301-1923 | | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Physician, Chief of Staff, owner and operator of the 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). | | | | | |
| |
| Robert E. Wade (1946) | | Director | Since 2006 | 44 | El Oro Ltd (investments). |
| 300 S.E. 2nd Street | | | | | |
| Fort Lauderdale, FL 33301-1923 | | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Attorney at law engaged in private practice (1972-2008) and member of various boards. | |
| |
| |
| |
| Interested Board Members and Officers | | |
| |
| | | | | Number of Portfolios in | |
| Name, Year of Birth | | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| **Gregory E. Johnson (1961) | | Director | Since 2006 | 150 | None |
| One Franklin Parkway | | | | | |
| San Mateo, CA 94403-1906 | | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Chairman of the Board, Member – Office of the Chairman, Director, President and Chief Executive Officer, Franklin Resources, Inc.; 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; and Chairman, Investment Company Institute. | |
| |
| **Rupert H. Johnson, Jr. (1940) | | Chairman of | Chairman of the | 140 | None |
| One Franklin Parkway | | the Board, | Board, Director | | |
| San Mateo, CA 94403-1906 | | Director and | since June 2013, | | |
| | | Vice President | and Vice | | |
| | | | President since | | |
| | | | 1996 | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Vice Chairman, Member – Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, 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 41 of the investment companies in Franklin Templeton Investments. | |
| |
| Alison E. Baur (1964) | | Vice President | Since 2012 | Not Applicable | Not Applicable |
| One Franklin Parkway | | | | | |
| San Mateo, CA 94403-1906 | | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Deputy General Counsel, Franklin Templeton Investments; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 |
| of the investment companies in Franklin Templeton Investments. | | |
Annual Report | 35
| | | | |
| | | | Number of Portfolios in | |
| Name, Year of Birth | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Laura F. Fergerson (1962) | Chief Executive | Since 2009 | Not Applicable | Not Applicable |
| One Franklin Parkway | Officer – | | | |
| San Mateo, CA 94403-1906 | Finance and | | | |
| | Administration | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Senior Vice President, Franklin Templeton Services, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments. |
| |
| Aliya S. Gordon (1973) | Vice President | Since 2009 | Not Applicable | Not Applicable |
| One Franklin Parkway | | | | |
| San Mateo, CA 94403-1906 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Senior Associate General Counsel, Franklin Templeton Investments; officer of 46 of the investment companies in Franklin Templeton |
| Investments; and formerly, Litigation Associate, Steefel, Levitt & Weiss, LLP (2000-2004). | |
| |
| Steven J. Gray (1955) | Vice President | Since 2009 | Not Applicable | Not Applicable |
| One Franklin Parkway | | | | |
| San Mateo, CA 94403-1906 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc. and Franklin |
| Alternative Strategies Advisers, LLC; and officer of 46 of the investment companies in Franklin Templeton Investments. |
| |
| Selena L. Holmes (1965) | Vice President | Since 2012 | Not Applicable | Not Applicable |
| 100 Fountain Parkway | – AML | | | |
| St. Petersburg, FL 33716-1205 | Compliance | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Director, Global Compliance Monitoring; Deputy Chief Compliance Officer, Franklin Alternative Strategies Advisers, LLC; and officer of 46 of |
| the investment companies in Franklin Templeton Investments. | | |
| |
| Mark Mobius (1936) | President and | President since | Not Applicable | Not Applicable |
| 17th Floor, The Chater House | Chief Executive | 1994 and Chief | | |
| 8 Connaught Road Central | Officer – | Executive Officer – | | |
| Hong Kong | Investment | Investment | | |
| | Management | Management | | |
| | | since 2002 | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Portfolio Manager of various Templeton advisory affiliates; Executive Chairman, Templeton Emerging Markets Group; 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. | | | | |
| |
| Kimberly H. Novotny (1972) | Vice President | Since 2013 | Not Applicable | Not Applicable |
| 300 S.E. 2nd Street | | | | |
| Fort Lauderdale, FL 33301-1923 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Associate General Counsel, Franklin Templeton Investments; Vice President and Secretary, Fiduciary Trust International of the South; Vice |
| President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 46 of the investment companies |
| in Franklin Templeton Investments. | | | |
36 | Annual Report
| | | | |
| | | | Number of Portfolios in | |
| Name, Year of Birth | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Mark H. Otani (1968) | Treasurer, | Since 2009 | Not Applicable | Not Applicable |
| One Franklin Parkway | Chief Financial | | | |
| San Mateo, CA 94403-1906 | Officer and | | | |
| | Chief | | | |
| | Accounting | | | |
| | Officer | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Director, Global Fund Accounting Operations, Franklin Templeton Investments; and officer of 14 of the investment companies in Franklin |
| Templeton Investments. | | | | |
| |
| Robert C. Rosselot (1960) | Chief | Since 2013 | Not Applicable | Not Applicable |
| 300 S.E. 2nd Street | Compliance | | | |
| Fort Lauderdale, FL 33301-1923 | Officer | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Director, Global Compliance, Franklin Templeton Investments; Vice President, Franklin Templeton Companies, LLC; officer of 46 of the |
| investment companies in Franklin Templeton Investments; and formerly, Senior Associate General Counsel, Franklin Templeton Investments |
| (2007-2013); and Secretary and Vice President, Templeton Group of Funds (2004-2013). | |
| |
| Karen L. Skidmore (1952) | Vice President | Since 2009 | Not Applicable | Not Applicable |
| One Franklin Parkway | | | | |
| San Mateo, CA 94403-1906 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Senior Associate General Counsel, Franklin Templeton Investments; and officer of 46 of the investment companies in Franklin Templeton |
| Investments. | | | | |
| |
| Craig S. Tyle (1960) | Vice President | Since 2005 | Not Applicable | Not Applicable |
| One Franklin Parkway | | | | |
| San Mateo, CA 94403-1906 | | | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, |
| Inc. and of 46 of the investment companies in Franklin Templeton Investments. | |
Annual Report | 37
| | | | |
| | | | Number of Portfolios in | |
| Name, Year of Birth | | Length of | Fund Complex Overseen | Other Directorships Held |
| and Address | Position | Time Served | by Board Member* | During at Least the Past 5 Years |
| Lori A. Weber (1964) | Secretary and | Secretary since | Not Applicable | Not Applicable |
| 300 S.E. 2nd Street | Vice President | 2013 and Vice | | |
| Fort Lauderdale, FL 33301-1923 | | President since | | |
| | | 2011 | | |
| Principal Occupation During at Least the Past 5 Years: | | |
| Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and |
| Secretary, Templeton Investment Counsel, LLC; Vice President, Fiduciary Trust International of the South; and officer of 46 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.
** Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director of Franklin Resources, Inc.
(Resources), which is the parent company of the Fund’s investment manager and distributor. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund under the
federal securities laws due to his position as officer and director and major shareholder of Resources.
Note 1: Rupert H. Johnson, Jr. is the uncle of Gregory E. Johnson.
Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change.
Note 3: Effective June 13, 2013, Charles B. Johnson ceased to be a director of the Fund.
The Sarbanes-Oxley Act of 2002 and Rules adopted by the U.S. Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes
at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such
financial expert on the Audit Committee and has designated each of Ann Torre Bates and David W. Niemiec as an audit committee financial expert. The Board believes that
Ms. Bates and Mr. Niemiec qualify as such an expert in view of their extensive business background and experience. Ms. Bates has served as a member of the Fund Audit
Committee since 2008. She currently serves as a director of Navient Corporation (May 2014), Ares Capital Corporation and United Natural Foods, Inc. and was formerly a
director of SLM Corporation from 1997 to 2014 and Allied Capital Corporation from 2003 to 2010, Executive Vice President and Chief Financial Officer of NHP Incorporated
and Vice President and Treasurer of US Airways, Inc. Mr. Niemiec has served as a member of the Fund Audit Committee since 2005, currently serves as an Advisor to
Saratoga Partners and was formerly its Managing Director from 1998 to 2001. Mr. Niemiec is formerly a director of Emeritus Corporation from 1999 to 2010 and OSI
Pharmaceuticals, Inc. from 2006 to 2010, Managing Director of SBC Warburg Dillon Read from 1997 to 1998, and was Vice Chairman from 1991 to 1997 and Chief Financial
Officer from 1982 to 1997 of Dillon, Read & Co. Inc. As a result of such background and experience, the Board believes that Ms. Bates and Mr. Niemiec have each acquired
an understanding of generally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting esti-
mates, accruals and reserves, and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable
to those of the Fund, as well as an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Ms. Bates
and Mr. Niemiec are independent Board members as that term is defined under the applicable U.S. Securities and Exchange Commission Rules and Releases or the listing
standards applicable to the Fund.
38 | Annual Report
Templeton Russia and East European Fund, Inc.
Shareholder Information
Board Review of Investment Management Agreement
At a meeting held February 25, 2014, the Board of Directors (Board), including a majority of non-interested or independent Directors, approved renewal of the investment management agreement for Templeton Russia and East European Fund, Inc. (Fund). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included reports on the Fund, the share price premium or discount to net asset value, the results of investment performance and related financial information for the Fund, as well as periodic reports on expenses, legal and compliance matters, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis prepared by management. The Lipper report compared the Fund’s investment performance and expenses with those of other funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Additional material accompanying such profitability analysis included information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates to U.S. funds and other accounts, including management’s explanation of differences where relevant. Such material also included a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Fund by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale.
In considering such materials, the independent Directors received assistance and advice from and met separately with independent counsel. In approving continuance of the investment management agreement for the Fund, the Board, including a majority of independent Directors, determined that the management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of the Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board’s decision.
NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Fund and its shareholders. In addition to investment performance and expenses discussed below, the Board’s opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for the Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. Favorable consideration was given to
Annual Report | 39
Templeton Russia and East European Fund, Inc.
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
management’s continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned well during the Florida hurricanes and blackouts experienced in previous years, and that those operations in the New York/New Jersey area ran smoothly during the period of the 2012 Hurricane Sandy. Among other factors taken into account by the Board were the Manager’s best execution trading policies, including a favorable report by an independent portfolio trading analytical firm, which also covered FOREX transactions. Consideration was also given to the experience of the Fund’s portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management’s determination of the level of a portfolio manager’s bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person’s fund management area so as to be aligned with the interests of shareholders. Particular attention was given to management’s conservative approach and diligent risk management procedures, including continuous monitoring of counterparty credit risk and attention given to derivatives and other complex instruments including expanded collateralization requirements. The Board also took into account, among other things, the strong financial position of the Manager’s parent company and its commitment to the fund business as evidenced by its subsidization of money market funds.
INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of the Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings during the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewal. The Lipper report prepared for the Fund showed its investment performance during 2013 and the previous 10 years ended December 31, 2013, within a Lipper performance universe consisting of the Fund and all other non-leveraged, closed-end emerging markets funds as selected by Lipper. Such report considers total return on a net asset value basis without regard to market discounts or premiums to accurately reflect investment performance. The Lipper report showed the Fund’s total return for 2013 to be in the highest performing quintile within its performance universe and its total return performance on an annualized basis to be in the lowest performing quintile of such universe for the previous three-year period, the second-highest performing quintile for the previous five-year period, and the lowest performing quintile for the previous 10-year period. The Board noted the broadness of the Lipper performance universe, which included funds with no or limited investments in Russia and Eastern Europe, and the Board considered performance in comparison to a U.S. registered open-end fund with similar investment objectives to the Fund, which had been included in the Lipper report at management’s request. The Board noted that the Fund’s 2013 total return was considerably higher than that of this fund and its annualized total return, while lower than this fund for the previous three- and five-year periods, was higher than that of the fund for the previous 10-year period. The Board found the Fund’s overall performance to be acceptable, noting that its 10-year annualized return as shown in the Lipper report exceeded 8.89%.
40 | Annual Report
Templeton Russia and East European Fund, Inc.
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
COMPARATIVE EXPENSES. Consideration was given to a Lipper report analysis of the management fees and total expense ratio of the Fund compared with those of a group of six funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on the Fund’s contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expense ratio of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis considers administrative fees to be part of management fees. The results of such expense comparisons showed the Fund’s contractual investment management fee to be less than three basis points above the expense group median and its actual total expense ratio to be below the median of such expense group. The Board found the comparative expenses of the Fund as shown in the Lipper report to be acceptable.
MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton’s U.S. fund business, as well as its profits in providing management and other services to each of the individual funds during the 12-month period ended September 30, 2013, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager’s parent. In reviewing the analysis, the Board recognized that allocation methodologies are inherently subjective and various allocation methodologies may be reasonable while producing different results. In this respect, the Board noted that while management continuously makes refinements to its methodologies in response to organizational and product related changes, the overall approach as defined by the primary drivers and activity measurements has remained consistent with that used in the Fund’s profitability report presentations from prior years. Additionally, the Fund’s independent registered public accounting firm had been engaged by the Manager to periodically review the reasonableness of the allocation methodologies to be used solely by the Fund’s Board in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. In addition, the Board considered a third-party study comparing the profitability of the Manager’s parent on an overall basis to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability
Annual Report | 41
Templeton Russia and East European Fund, Inc.
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, as well as potential benefits resulting from allocation of fund brokerage and the use of commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.
ECONOMIES OF SCALE. The Board also considered whether the Manager realizes economies of scale as the Fund grows larger and the extent to which any such benefit is shared with the Fund and its shareholders. The Board believed that a Manager’s ability to realize economies of scale and the sharing of such benefit is a more relevant consideration in the case of an open-end fund whose size increases as a result of the continuous sale of its shares. A closed-end investment company such as the Fund does not continuously offer shares, and growth following its initial public offering will primarily result from market appreciation, which benefits its shareholders. While believing economies of scale to be less of a factor in the context of a closed-end fund, the Board believes at some point an increase in size may lead to economies of scale that should be shared with the Fund and its shareholders and intends to monitor future growth of the Fund accordingly.
Proxy Voting Policies and Procedures
The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.
Quarterly Statement of Investments
The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.
42 | Annual Report
Templeton Russia and East European Fund, Inc.
Shareholder Information (continued)
Certifications
The Fund’s Chief Executive Officer – Finance and Administration is required by the New York Stock Exchange’s Listing Standards to file annually with the Exchange a certification that she is not aware of any violation by the Fund of the Exchange’s Corporate Governance Standards applicable to the Fund. The Fund has filed such certification.
In addition, the Fund’s Chief Executive Officer – Finance and Administration and Chief Financial Officer and Chief Accounting Officer are required by the rules of the U.S. Securities and Exchange Commission to provide certain certifications with respect to the Fund’s Form N-CSR and Form N-CSRS (which include the Fund’s annual and semiannual reports to shareholders) that are filed semiannually with the Commission. The Fund has filed such certifications with its Form N-CSRS for the six months ended September 30, 2013. Additionally, the Fund expects to file, on or about May 30, 2014, such certifications with its Form N-CSR for the 12 months ended March 31, 2014.
Annual Report | 43
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Annual Report
TEMPLETON RUSSIA AND
EAST EUROPEAN FUND, INC.
Investment Manager
Templeton Asset Management Ltd.
Transfer Agent
Computershare Shareowner Services, LLC
P.O. Box 30170
College Station, TX 77842-3170
Toll free number: (800) 416-5585
Hearing Impaired phone number: (800) 231-5469
Foreign Shareholders phone number: (201) 680-6578
www.computershare.com/investor
Fund Information
(800) DIAL BEN®/342-5236
Investors should be aware that the value of investments made for the Fund may go down as well as up. Like any
investment in securities, the value of the Fund’s portfolio will be subject to the risk of loss from market, currency,
economic, political and other factors. The Fund and its investors are not protected from such losses by the
investment manager. Therefore, investors who cannot accept this risk should not invest in shares of the Fund.
To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.
© 2014 Franklin Templeton Investments. All rights reserved. TLTRF A 05/14
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.
(2) The audit committee financial expert is David W. Niemiec and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $42,838 for the fiscal year ended March 31, 2014 and $42,791 for the fiscal year ended March 31, 2013.
(b) Audit-Related Fees
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $6,930 for the fiscal year ended March 31, 2014 and $4,600 for the fiscal year ended March 31, 2013. The services for which these fees were paid included technical tax consultation for capital gain tax reporting to foreign governments and requirements on local country’s self-certification forms.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $25 for the fiscal year ended March 31, 2014 and $0 for the fiscal year ended March 31, 2013. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant other than services reported in paragraphs (a)-(c) of Item 4 were $164,586 for the fiscal year ended March 31, 2014 and $39,194 for the fiscal year ended March 31, 2013. The services for which these fees were paid included preparation and review of materials provided to the fund Board in connection with the investment management contract renewal process and certifying asset under management.
(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:
(i) pre-approval of all audit and audit related services;
(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and
(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $171,541 for the fiscal year ended March 31, 2014 and $43,794 for the fiscal year ended March 31, 2013.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Members of the Audit Committee are: Ann Torre Bates, Frank J. Crothers, David W. Niemiec and Constantine D. Tseretopoulos.
Item 6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The board of directors of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund’s investment manager Templeton Asset Management Ltd. (Asset Management) in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.
The investment manager has delegated its administrative duties with respect to the voting of proxies for equity securities to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the investment manager’s instructions and/or policies. The investment manager votes proxies solely in the best interests of the Fund and its shareholders.
To assist it in analyzing proxies, the investment manager subscribes to Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, vote execution services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Although ISS’ and/or Glass Lewis’ analyses are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from ISS, Glass Lewis or any other third party to be determinative of the investment manager’s ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment manager’s clients. Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker-dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. In situations where a material conflict of interest is identified, the Proxy Group may defer to the voting recommendation of ISS, Glass Lewis or those of another independent third-party provider of proxy services; or send the proxy directly to the Fund's board or a committee of the board with the investment manager's recommendation regarding the vote for approval.
Where a material conflict of interest has been identified, but the items on which the investment manager’s vote recommendations differ from Glass Lewis, ISS, or another independent third-party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund's board or a board committee for approval.
To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the Fund’s governing documents or applicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the underlying fund's shares.
The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the company's management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.
Investment manager’s proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the investment manager cannot anticipate all future situations. In all cases, each proxy will be considered based on the relevant facts and circumstances.
Board of directors. The investment manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the company’s corporate governance guidelines or provisions and performance. The investment manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the investment manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.
In the event of a contested election, the investment manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.
Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.
Management and director compensation. A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. The investment manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.
Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager will generally oppose “golden parachutes” that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors’ compensation to be in the form of common stock, as it aligns their interests with those of shareholders.
The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.
Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders’ interests. The investment manager generally supports proposals that require shareholder rights’ plans (“poison pills”) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” The investment manager generally supports “fair price” provisions and confidential voting. The investment manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.
Changes to capital structure. The investment manager realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. The investment manager will review proposals seeking preemptive rights on a case-by-case basis.
Mergers and corporate restructuring. Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. The investment manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.
Environment, social and governance issues. The investment manager will generally give management discretion with regard to social, environmental and ethical issues, although the investment manager may vote in favor of those that are believed to have significant economic benefits or implications for the Fund and its shareholders. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources. The investment manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if the investment manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers. The investment manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, and shareholder base.
Global corporate governance. Many of the tenets discussed above are applied to the investment manager's proxy voting decisions for international investments. However, the investment manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, the investment manager's analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.
The investment manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which the investment manager may be unable to vote a proxy, or may choose not to vote a proxy, such as where: (i) the proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the investment manager votes a proxy or where the investment manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the investment manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. In some foreign jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of the Fund, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which the investment manager does not have sufficient notice; and (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.
Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923, Attention: Proxy Group. Copies of the Fund’s proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of May 27, 2014, the portfolio managers of the Fund are as follows:
MARK MOBIUS, Ph.D, Executive Chairman of Templeton Emerging Markets Group and Porfolio Manager of Asset Management
Dr. Mobius has been a lead portfolio manager of the Fund since inception. Dr. Mobius has primary responsibility for the investments of the Fund, and has final authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time. He joined Franklin Templeton Investments in 1987.
(a)(2) This section reflects information about the portfolio managers as of the fiscal year ended March 31, 2014.
The following table shows the number of other accounts managed by each portfolio manager and the total assets in the accounts managed within each category:
Name | Number of Other Registered Investment Companies Managed | Assets of Other Registered Investment Companies Managed (x $1 million) | Number of Other Pooled Investment Vehicles Managed1 | Assets of Other Pooled Investment Vehicles Managed (x $1 million)1 | Number of Other Accounts Managed1 | Assets of Other Accounts Managed (x $1 million)1 |
Mark Mobius | 14 | 7,206.7 | 41 | 22,001.5 | 28 | 7,359.7 |
1. The various pooled investment vehicles and accounts listed are managed by a team of investment professionals. Accordingly, the individual manager listed would not be solely responsible for managing such listed amounts.
2. Dr. Mobius manages a pooled investment vehicle account and other account with a total $523.2 Million in assets with a performance fee.
Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.
Conflicts. The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.
The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.
Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the investment manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.
The investment manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.
Compensation. The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:
Base salary Each portfolio manager is paid a base salary.
Annual bonus Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of a Franklin Templeton fund which vest over a three-year period (17.5% to 25%) and other mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:
§ Investment performance. Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.
§ Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including business knowledge, contribution to team efforts, mentoring of junior staff, and contribution to the marketing of the Fund, are evaluated in determining the amount of any bonus award.
§ Research. Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time.
§ Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.
Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.
Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.
Ownership of Fund shares. The investment manager has a policy of encouraging portfolio managers to invest in the funds they manage. Exceptions arise when, for example, a fund is closed to new investors or when tax considerations or jurisdictional constraints cause such an investment to be inappropriate for the portfolio manager. The following is the dollar range of Fund shares beneficially owned by the portfolio manager (such amounts may change from time to time):
Portfolio Manager | Dollar Range of Fund Shares Beneficially Owned |
Mark Mobius | None |
Note: Because the portfolio manager is foreign nationals, he does not hold shares in the U.S. registered Fund, however he own shares in other similar Franklin Templeton funds managed by him, registered offshore and appropriate for foreign nationals.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
| (a) | (b) | (c) | (d) |
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Program | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
Month #1 (10/1/13 - 10/31/2013) | 10,670.000 | 14.94 | 10,670.000 |
5,548,324.00 |
Month #2 (11/1/13 - 11/30/2013) | 15,340.000 | 15.22 | 15,340.000 |
5,532,984.00 |
Month #3 (12/1/13 - 12/31/13) | 6,040.000 | 15.25 | 6,040.000 |
5,526,944.00 |
Month #4 (1/1/14 - 1/31/14) | 7,330.000 | 15.06 | 7,330.000 |
5,519,614.00 |
Month #5 (2/1/14 - 2/28/14) | 14,730.000 | 13.84 | 14,730.000 |
5,504,884.00 |
Month #6 (3/1/14 - 3/31/14) | 14,771.000 | 12.70 | 14,771.000 |
5,490,113.00 |
Total | 68,881.000 | 14.34 | 68,881.000 | 5,490,113.00 |
(1) The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Effective February 26, 2013, the Board approved a modification to the Fund’s previously announced open-market share repurchase program to authorize the Fund to repurchase up to 10% of the Fund’s shares outstanding in open-market transactions as of that date, at the discretion of management. Since the inception of the program, the Fund had repurchased a total of 255,061 shares.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors that would require disclosure herein.
Item 11. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There have been no changes in the Registrant’s internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.
Item 12. Exhibits.
(a)(1) Code of Ethics
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
By /s/LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer - Finance and
Administration
Date May 27, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer - Finance and
Administration
Date May 27, 2014
By /s/MARK H. OTANI
Mark H. Otani
Chief Financial Officer and
Chief Accounting Officer
Date May 27, 2014
