UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSRS
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)
300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923
(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: 9/30/15___
Item 1. Reports to Stockholders.
Semiannual Report
September 30, 2015
Templeton Russia and East European Fund, Inc.
| |
Contents | |
Semiannual Report | |
Templeton Russia and East European Fund, Inc. | 2 |
Financial Highlights and Statement of Investments | 3 |
Financial Statements | 6 |
Notes to Financial Statements | 9 |
Annual Meeting of Shareholders | 14 |
Dividend Reinvestment and Cash Purchase Plan. | 15 |
Shareholder Information | 17 |
Semiannual Report
Templeton Russia and East European Fund, Inc.
Dear Shareholder:
As communicated previously, we recommended to the Board of Directors (Board) that the Fund be liquidated based on several factors, including the Fund’s small size and declining investor interest. The Board agreed it was in our shareholders’ best interests, and shareholders were asked to approve the liquidation and dissolution. At the Annual Meeting of Shareholders held on October 29, 2015, shareholders approved the liquidation and dissolution of the Fund.
The Fund closed its share register books at the close of business on November 20, 2015 (Effective Date), and the trading of the Fund’s stock on the New York Stock Exchange was suspended before the market opened on November 23, 2015. The proportionate interests of shareholders in the Fund’s assets were fixed on the basis of their respective holdings as of the close of business on the Effective Date. On or about December 16, 2015, the Fund is expected to make a final liquidating distribution to shareholders as of the Effective Date.
This semiannual report includes the Fund’s financial results for the six months ended September 30, 2015. You can find the Fund’s financial information beginning on page 3.
Thank you for your trust and participation in Templeton Russia and East European Fund. It has been our privilege to serve you.
Sincerely,
Mark Mobius Executive Chairman
Templeton Emerging Markets Group
franklintempleton.com
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
| | | | | | | | | | | | | | | | | | |
Financial Highlights | | | | | | | | | | | | | | | | | | |
| | Six Months Ended | | | | | | | | | | | | | | | | |
| | September 30, 2015 | | | | | | Year Ended March 31, | | | | |
| | (unaudited) | | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Per share operating performance | | | | | | | | | | | | | | | | | | |
(for a share outstanding throughout the period) | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | $ | 10.80 | | $ | 14.75 | | $ | 16.23 | | $ | 17.79 | | $ | 24.38 | | $ | 20.75 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | |
Net investment income (loss)a | | 0.32 | | | 0.40 | | | 0.29 | | | 0.19 | | | 0.04 | | | (0.11 | ) |
Net realized and unrealized gains (losses) | | (0.94 | ) | | (3.98 | ) | | (1.64 | ) | | (1.54 | ) | | (6.63 | ) | | 3.85 | |
Total from investment operations | | (0.62 | ) | | (3.58 | ) | | (1.35 | ) | | (1.35 | ) | | (6.59 | ) | | 3.74 | |
Less distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | — | | | (0.46 | ) | | (0.19 | ) | | (0.16 | ) | | — | | | — | |
Net realized gains | | — | | | — | | | — | | | (0.07 | ) | | — | | | (0.11 | ) |
Total distributions | | — | | | (0.46 | ) | | (0.19 | ) | | (0.23 | ) | | — | | | (0.11 | ) |
Repurchase of shares | | — | | | 0.09 | | | 0.06 | | | 0.02 | | | — | | | — | |
Net asset value, end of period | $ | 10.18 | | $ | 10.80 | | $ | 14.75 | | $ | 16.23 | | $ | 17.79 | | $ | 24.38 | |
Market value, end of periodb | $ | 9.73 | | $ | 9.83 | | $ | 13.16 | | $ | 14.79 | | $ | 16.44 | | $ | 23.96 | |
|
Total return (based on market value per | | | | | | | | | | | | | | | | | | |
share)c | | (1.02 | )% | | (21.48 | )% | | (9.93 | )% | | (8.65 | )% | | (31.39 | )% | | 17.76 | % |
|
Ratios to average net assetsd | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by | | | | | | | | | | | | | | | | | | |
affiliates | | 1.72 | % | | 1.73 | % | | 1.54 | % | | 1.57 | % | | 1.59 | % | | 1.79 | % |
Expenses net of waiver and payments by | | | | | | | | | | | | | | | | | | |
affiliates | | 1.70 | % | | 1.73 | %e | | 1.54 | %e | | 1.57 | % | | 1.59 | % | | 1.75 | % |
Net investment income (loss) | | 5.79 | % | | 2.92 | % | | 1.82 | % | | 1.16 | % | | 0.19 | % | | (0.55 | )% |
|
Supplemental data | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s) | $ | 52,763 | | $ | 55,999 | | $ | 81,006 | | $ | 92,235 | | $ | 102,226 | | $ | 140,055 | |
Portfolio turnover rate | | 19.90 | % | | 41.49 | % | | 69.70 | % | | 36.32 | % | | 7.63 | % | | 10.81 | % |
| | | |
aBased on average daily shares outstanding. | | |
bBased on the last sale on the New York Stock Exchange. | | |
cTotal return is not annualized for periods less than one year. | | |
dRatios are annualized for periods less than one year. | | |
eBenefit of waiver and payments by affiliates rounds to less than 0.01%. | | |
|
franklintempleton.com | The accompanying notes are an integral part of these financial statements. | Semiannual Report | | | 3 |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
| | | | |
Statement of Investments, September 30, 2015 (unaudited) | | | | |
| Country | Shares | | Value |
Common Stocks 69.2% | | | | |
Airlines 2.5% | | | | |
aAeroflot - Russian Airlines PJSC | Russia | 2,403,600 | $ | 1,294,510 |
Banks 6.8% | | | | |
Sberbank of Russia | Russia | 3,114,753 | | 3,585,496 |
Chemicals 6.9% | | | | |
Acron JSC | Russia | 31,160 | | 1,449,539 |
bPhosagro OAO, GDR, Reg S | Russia | 157,863 | | 2,178,510 |
| | | | 3,628,049 |
Energy Equipment & Services 0.3% | | | | |
bTMK PAO, GDR, Reg S | Russia | 59,099 | | 182,616 |
Food & Staples Retailing 11.3% | | | | |
aDIXY Group PJSC | Russia | 413,326 | | 1,965,096 |
a,cLenta Ltd., GDR, 144A | Russia | 100,000 | | 750,000 |
Magnit PJSC | Russia | 14,874 | | 2,637,645 |
bO’Key Group SA, GDR, Reg S | Russia | 50,145 | | 80,232 |
a,bX5 Retail Group NV, GDR, Reg S | Russia | 31,747 | | 552,398 |
| | | | 5,985,371 |
Hotels, Restaurants & Leisure 2.0% | | | | |
aFortuna Entertainment Group NV | Czech Republic | 168,000 | | 471,002 |
Olympic Entertainment Group A.S. | Estonia | 305,329 | | 607,454 |
| | | | 1,078,456 |
Internet Software & Services 0.9% | | | | |
a,bMail.ru Group Ltd., GDR, Reg S | Russia | 26,225 | | 456,315 |
IT Services 1.2% | | | | |
QIWI PLC, ADR | Russia | 39,685 | | 639,722 |
Machinery 0.0%† | | | | |
a,bHMS Hydraulic Machines and Systems Group PLC, GDR, Reg S | Russia | 16,509 | | 6,092 |
Metals & Mining 6.7% | | | | |
Alrosa AO | Russia | 1,017,600 | | 901,802 |
MMC Norilsk Nickel PJSC, ADR | Russia | 124,700 | | 1,788,821 |
aUnited Co. RUSAL PLC | Russia | 2,064,000 | | 828,247 |
| | | | 3,518,870 |
Oil, Gas & Consumable Fuels 19.9% | | | | |
Kuzbasskaya Toplivnaya Kompaniya PAO | Russia | 136,670 | | 111,569 |
LUKOIL PJSC, ADR | Russia | 26,600 | | 903,336 |
LUKOIL PJSC, ADR (London Stock Exhchange) | Russia | 70,200 | | 2,383,992 |
dOMV Petrom SA | Romania | 15,786,500 | | 1,338,093 |
Societatea Nationala de Gaze Naturale ROMGAZ SA | Romania | 261,177 | | 1,982,493 |
cSocietatea Nationala de Gaze Naturale ROMGAZ SA, 144A | Romania | 231,000 | | 1,753,432 |
Transgaz SA Medias | Romania | 30,499 | | 2,006,386 |
| | | | 10,479,301 |
franklintempleton.com
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
STATEMENT OF INVESTMENTS (UNAUDITED)
| | | | |
| Country | Shares | | Value |
Common Stocks (continued) | | | | |
Road & Rail 1.7% | | | | |
a,bGlobaltrans Investment PLC, GDR, Reg S | Russia | 225,950 | $ | 908,319 |
Specialty Retail 0.9% | | | | |
M Video OJSC | Russia | 155,060 | | 487,127 |
Transportation Infrastructure 4.5% | | | | |
Novorossiysk Commercial Sea Port PJSC | Russia | 7,713,580 | | 359,655 |
bNovorossiysk Commercial Sea Port PJSC, GDR, Reg S | Russia | 584,376 | | 1,986,879 |
| | | | 2,346,534 |
Wireless Telecommunication Services 3.6% | | | | |
cKcell JSC, GDR, 144A | Kazakhstan | 229,516 | | 1,195,778 |
Sistema JSFC | Russia | 2,533,600 | | 712,667 |
| | | | 1,908,445 |
Total Common Stocks (Cost $44,398,427) | | | | 36,505,223 |
Preferred Stocks (Cost $2,855,167) 4.1% | | | | |
Oil, Gas & Consumable Fuels 4.1% | | | | |
Bashneft OAO, pfd. | Russia | 97,745 | | 2,144,258 |
Total Investments before Short Term Investments | | | | |
(Cost $47,253,594) | | | | 38,649,481 |
Short Term Investments (Cost $10,991,786) 20.8% | | | | |
Money Market Funds 20.8% | | | | |
a,eInstitutional Fiduciary Trust Money Market Portfolio | United States | 10,991,786 | | 10,991,786 |
Total Investments (Cost $58,245,380) 94.1% | | | | 49,641,267 |
Other Assets, less Liabilities 5.9% | | | | 3,121,571 |
Net Assets 100.0% | | | $ | 52,762,838 |
| | | |
See Abbreviations on page 13. | | | |
|
†Rounds to less than 0.1% of net assets. | | |
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 registration. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Directors. At September 30, 2015, the aggregate value of |
these securities was $6,351,361, representing 12.04% 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 |
September 30, 2015, the aggregate value of these securities was $3,699,210, representing 7.01% of net assets. | | |
dAt September 30, 2015, pursuant to the Fund’s policies and the requirements of applicable securities law, the Fund is restricted from trading this security at period end. |
eSee Note 3(c) regarding investments in Institutional Fiduciary Trust Money Market Portfolio. | | |
|
franklintempleton.com | The accompanying notes are an integral part of these financial statements. | Semiannual Report | | | 5 |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
Financial Statements
Statement of Assets and Liabilities
September 30, 2015 (unaudited)
| | | |
Assets: | | | |
Investments in securities: | | | |
Cost - Unaffiliated issuers | $ | 47,253,594 | |
Cost - Sweep Money Fund (Note 3c) | | 10,991,786 | |
Total cost of investments | $ | 58,245,380 | |
Value - Unaffiliated issuers | $ | 38,649,481 | |
Value - Sweep Money Fund (Note 3c) | | 10,991,786 | |
Total value of investments | | 49,641,267 | |
Receivables: | | | |
Investment securities sold | | 3,058,699 | |
Dividends | | 208,972 | |
Prepaid expenses | | 12,058 | |
Total assets | | 52,920,996 | |
Liabilities: | | | |
Payables: | | | |
Management fees | | 56,353 | |
Custodian fees | | 18,094 | |
Transfer agent fees | | 13,861 | |
Reports to shareholders | | 9,563 | |
Professional fees | | 33,588 | |
Deferred tax | | 24,505 | |
Accrued expenses and other liabilities | | 2,194 | |
Total liabilities | | 158,158 | |
Net assets, at value | $ | 52,762,838 | |
Net assets consist of: | | | |
Paid-in capital | $ | 75,982,119 | |
Undistributed net investment income | | 2,776,624 | |
Net unrealized appreciation (depreciation) | | (8,630,036 | ) |
Accumulated net realized gain (loss) | | (17,365,869 | ) |
Net assets, at value | $ | 52,762,838 | |
Shares outstanding | | 5,183,357 | |
Net asset value per share | $ | 10.18 | |
|
6 Semiannual Report | The accompanying notes are an integral part of these financial statements. franklintempleton.com
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
FINANCIAL STATEMENTS
Statement of Operations
for the six months ended September 30, 2015 (unaudited)
| | | |
Investment income: | | | |
Dividends (net of foreign taxes of $241,062) | $ | 2,175,919 | |
Expenses: | | | |
Management fees (Note 3a) | | 377,007 | |
Transfer agent fees | | 23,631 | |
Custodian fees (Note 4) | | 35,783 | |
Reports to shareholders | | 11,537 | |
Registration and filing fees | | 12,072 | |
Professional fees | | 31,517 | |
Directors’ fees and expenses | | 1,179 | |
Other | | 6,481 | |
Total expenses | | 499,207 | |
Expenses waived/paid by affiliates (Note 3c) | | (4,718 | ) |
Net expenses | | 494,489 | |
Net investment income | | 1,681,430 | |
Realized and unrealized gains (losses): | | | |
Net realized gain (loss) from: | | | |
Investments | | (4,597,371 | ) |
Foreign currency transactions | | (33,938 | ) |
Net realized gain (loss) | | (4,631,309 | ) |
Net change in unrealized appreciation (depreciation) on: | | | |
Investments | | (286,624 | ) |
Translation of other assets and liabilities denominated in foreign currencies | | 665 | |
Net change in unrealized appreciation (depreciation) | | (285,959 | ) |
Net realized and unrealized gain (loss) | | (4,917,268 | ) |
Net increase (decrease) in net assets resulting from operations | $ | (3,235,838 | ) |
|
franklintempleton.com The accompanying notes are an integral part of these financial statements. | Semiannual Report 7
| | | | | | |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC. | | | | | | |
FINANCIAL STATEMENTS | | | | | | |
|
|
Statements of Changes in Net Assets | | | | | | |
|
|
| | Six Months Ended | | | | |
| | September 30, 2015 | | | Year Ended | |
| | (unaudited) | | | March 31, 2015 | |
Increase (decrease) in net assets: | | | | | | |
Operations: | | | | | | |
Net investment income | $ | 1,681,430 | | $ | 2,090,095 | |
Net realized gain (loss) | | (4,631,309 | ) | | 495,550 | |
Net change in unrealized appreciation (depreciation) | | (285,959 | ) | | (21,171,254 | ) |
Net increase (decrease) in net assets resulting from operations | | (3,235,838 | ) | | (18,585,609 | ) |
Distributions to shareholders from: | | | | | | |
Net investment income | | — | | | (2,400,398 | ) |
Capital share transactions – Repurchase of Shares (Note 2) | | — | | | (4,021,081 | ) |
Net increase (decrease) in net assets | | (3,235,838 | ) | | (25,007,088 | ) |
Net assets: | | | | | | |
Beginning of period | | 55,998,676 | | | 81,005,764 | |
End of period | $ | 52,762,838 | | $ | 55,998,676 | |
Undistributed net investment income included in net assets: | | | | | | |
End of period | $ | 2,776,624 | | $ | 1,095,194 | |
| | | |
8 | | | Semiannual Report | The accompanying notes are an integral part of these financial statements. | franklintempleton.com |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
Notes to Financial Statements (unaudited)
1. Organization and Significant Accounting Policies
Templeton Russia and East European Fund, Inc. (Fund) is registered under the Investment Company Act of 1940 (1940 Act) as a closed-end management investment company and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). On July 17, 2015, the Board approved a proposal to liquidate the Fund. On October 29, 2015, shareholders approved the liquidation and dissolution of the Fund at the Annual Meeting of Shareholders. The Fund is scheduled to liquidate on or about December 18, 2015.
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 as of 4 p.m. Eastern time each day the New York Stock Exchange (NYSE) is open for trading. Under compliance policies and procedures approved by the Fund’s Board of Directors (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional 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 NAV.
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 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
franklintempleton.com
Semiannual Report 9
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Significant Accounting
Policies (continued)
a. Financial Instrument Valuation (continued)
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.
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 in the Statement of Operations.
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 September 30, 2015, 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’s 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. Interest income and estimated expenses are accrued daily. Dividend income is recorded on the ex-dividend date except for certain dividends from foreign securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. 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 U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified
10 Semiannual Report
franklintempleton.com
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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.
e. Accounting Estimates
The preparation of financial statements in accordance with U.S. GAAP 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 September 30, 2015, there were 100 million shares authorized ($0.01 par value). During the period ended September 30, 2015 and March 31, 2015 there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.
Under the Board approved open-market share repurchase program, the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. Since the inception of the program, the Fund has repurchased a total of 561,817 shares. Transactions in the Fund’s shares were as follows:
| | | | | | | |
| Six Months Ended | Year Ended | |
| September 30, 2015 | March 31, 2015 | |
| Shares | | Amount | Shares | | Amount | |
Shares repurchased | — | $ | — | 306,756 | $ | 4,021,081 | |
Weighted average discount of market price to net asset | | | | | | | |
value of shares repurchased | | | — | | | 10.67 | % |
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 | | | Affiliation | | |
Templeton Asset Management Ltd. (TAML) | Investment manager | | |
Franklin Templeton Services, LLC (FT Services) | 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 | | | |
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franklintempleton.com | | | Semiannual Report | | | 11 |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
3. Transactions with Affiliates (continued)
b. Administrative Fees
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.
c. Investments in Institutional Fiduciary Trust Money Market Portfolio
The Fund invests in Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an affiliated open-end management investment company. Management fees paid by the Fund are waived on assets invested in the Sweep Money Fund, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by the Sweep Money Fund. Prior to April 1, 2013, the waiver was accounted for as a reduction to management fees.
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 period ended September 30, 2015, 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, 2015, the Fund had long-term capital loss carryforwards of $12,734,558.
At September 30, 2015, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:
| | | |
Cost of investments | $ | 58,245,380 | |
|
Unrealized appreciation | $ | 5,907,335 | |
Unrealized depreciation | | (14,511,448 | ) |
Net unrealized appreciation (depreciation) | $ | (8,604,113 | ) |
6. Investment Transactions
Purchases and sales of investments (excluding short term securities) for the period ended September 30, 2015, aggregated $9,654,776 and $15,312,749, 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.
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. Such sanctions could also adversely affect Russia’s economy, possibly forcing the economy into a recession. 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
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12 Semiannual Report
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TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
that issuer’s securities 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. These risks could affect the value of the Fund’s portfolio. While the Fund holds securities of certain companies impacted by the sanctions, the restrictions do not impact the existing investments in those issuers. At September 30, 2015, the Fund had 55.5% 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.
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 September 30, 2015, 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 Investments:a | | | | | | | | |
Oil, Gas & Consumable Fuels | $ | 11,720,223 | $ | 903,336 | $ | — | $ | 12,623,559 |
Metals & Mining | | 1,730,049 | | 1,788,821 | | — | | 3,518,870 |
Other Equity Investmentsb | | 22,507,052 | | — | | — | | 22,507,052 |
Short Term Investments | | 10,991,786 | | — | | — | | 10,991,786 |
Total Investments in Securities | $ | 46,949,110 | $ | 2,692,157 | $ | — | $ | 49,641,267 |
|
aIncludes common and preferred stocks. | | | | | | | | |
bFor detailed categories, see the accompanying Statement of Investments. | | | | | | | | |
9. 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 other than those already disclosed in the financial statements, including the following:
On October 29, 2015, shareholders approved the liquidation and dissolution of the Fund at the Annual Meeting of Shareholders. The Fund is scheduled to liquidate on or about December 18, 2015.
| | | | |
Abbreviations | | | |
Selected Portfolio | | | |
ADR | American Depositary Receipt | | | |
GDR | Global Depositary Receipt | | | |
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franklintempleton.com | Semiannual Report | | | 13 |
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
Annual Meeting of Shareholders
October 29, 2015 (unaudited)
The Annual Meeting of Shareholders of the Fund was held at the offices of Franklin Templeton Investments, 300 S.E. 2nd Street, Fort Lauderdale, Florida, on October 29, 2015. The purpose of the meeting was to elect four Directors of the Fund, to approve the liquidation and dissolution 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, 2016. At the meeting, the following persons were elected by the shareholders to serve as Directors of the Fund: Ann Torre Bates, Frank J. Crothers, David W. Niemiec and Gregory E. Johnson.* Shareholders also approved the liquidation and dissolution of the Fund and ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Fund for the fiscal year ending March 31, 2016. No other business was transacted at the meeting with respect to the Fund.
| | | | | | | | | | |
The results of the voting at the meeting are as follows: | | | | | | | | |
|
Proposal 1. The election of four Directors of the Fund: | | | | | | | | |
|
| | % of | | % of | | | % of | | % of | |
| | Outstanding | | Shares | | | Outstanding | | Shares | |
Name | For | Shares | | Present | | Withheld | Shares | | Present | |
Ann Torre Bates | 3,785,882 | 73.04 | % | 89.73 | % | 433,152 | 8.36 | % | 10.27 | % |
Frank J. Crothers | 2,979,523 | 57.48 | % | 70.62 | % | 1,239,511 | 23.91 | % | 29.38 | % |
David W. Niemiec | 3,785,962 | 73.04 | % | 89.74 | % | 433,072 | 8.36 | % | 10.26 | % |
Gregory E. Johnson | 3,789,870 | 73.12 | % | 89.83 | % | 429,164 | 8.28 | % | 10.17 | % |
|
There were no broker non-votes received with respect to this item. | | | | | | | | |
|
Proposal 2. The approval of the liquidation and dissolution of the Fund: | | | | | | |
|
| | % of | | | | | | | | |
| Shares | Outstanding | | % of | | | | | | |
| Voted | Shares | | Total Voted | | | | | | |
For | 2,668,283 | 51.48 | % | 82.81 | % | | | | | |
Against | 553,952 | 10.69 | % | 17.19 | % | | | | | |
Abstain | 54,294 | 1.05 | % | N/A | | | | | | |
Broker Non-Votes | 942,505 | 18.18 | % | N/A | | | | | | |
Proposal 3. 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, 2016:
| | | | | |
| | % of | | | |
| Shares | Outstanding | | % of | |
| Voted | Shares | | Total Voted | |
For | 3,968,845 | 76.57 | % | 95.99 | % |
Against | 165,769 | 3.20 | % | 4.01 | % |
Abstain | 84,420 | 1.63 | % | N/A | |
*Harris J. Ashton, Edith E. Holiday, Rupert H. Johnson, Jr., J. Michael Luttig, Frank A. Olson, Larry D. Thompson, Constantine D. Tseretopoulos and Robert E. Wade are Directors of the Fund who are currently serving and whose terms of office continued after the Annual Meeting of Shareholders.
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14 Semiannual Report
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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.
To receive dividends or distributions in cash, the shareholder must notify American Stock Transfer and Trust Company LLC (the “Plan Administrator”) at P.O. Box 922, Wall Street Station, New York, NY 10269-0560 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, 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 American Stock Transfer and Trust Company LLC and sent to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, 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 the Fund’s 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.
The participant may withdraw from the Plan without penalty at any time by written notice to the Plan Administrator sent to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560. 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.
The Fund will pay its last dividend distribution on December 16, 2015 in cash to all shareholders of record as of close of business November 20, 2015. The Fund’s final liquidating distribution will be paid on or about December 18, 2015.
For more information, please see the Plan’s Terms and Conditions located at the back of this report.
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Semiannual Report 15
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
Transfer Agent
American Stock Transfer and Trust Company LLC
P.O. Box 922, Wall Street Station
New York, NY 10269-0560
(800) 416-5585
www.amstock.com
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.amstock.com 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.
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 American Stock Transfer and Trust Company 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 American Stock Transfer and Trust Company 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. For information go to American Stock Transfer and Trust Company LLC’s website at www.amstock.com 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.
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16 Semiannual Report
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TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
Shareholder Information
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.
franklintempleton.com
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Semiannual Report 17
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
1. Each holder of shares (a “Shareholder”) in Templeton Russia and East European Fund, Inc. (the “Fund”) whose Fund shares are registered in his or her own name will automatically be a participant in the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), unless any such Shareholder specifically elects in writing to receive all dividends and capital gains in cash, paid by check, or mailed directly to the Shareholder. A Shareholder whose shares are registered in the name of a broker-dealer or other nominee (the “Nominee”) will be a participant if (a) such a service is provided by the Nominee and (b) the Nominee makes an election on behalf of the Shareholder to participate in the Plan. Nominees intend to make such an election on behalf of Shareholders whose shares are registered in their names, as Nominee, unless a Shareholder specifically instructs his or her Nominee to pay dividends and capital gains in cash. American Stock Transfer and Trust Company LLC (“AST”), will act as Plan Administrator and will open an account for each participating Shareholder (“participant”) under the Plan in the same name as that in which the participant’s present shares are registered.
2. Whenever the Fund declares a distribution from capital gains or an income dividend payable in either cash or common stock of the Fund (“Fund shares”), if the market price per share on the valuation date equals or exceeds the net asset value per share, participants will receive such dividend or distribution entirely in Fund shares, and AST shall automatically receive such Fund shares for participant accounts including aggregate fractions. The number of additional Fund shares to be credited to participant accounts shall be determined by dividing the equivalent dollar amount of the capital gains distribution or dividend payable to participating holders by the net asset value per share of the Fund shares on the valuation date, provided that the Fund shall not issue such shares at a price lower than 95% of the current market price per share. The valuation date will be the payable date for such distribution or dividend.
3. Whenever the Fund declares a distribution from capital gains or an income dividend payable only in cash, or if the Fund’s net asset value per share exceeds the market price per share on the valuation date, AST shall apply the amount of such dividend or distribution payable to participants to the purchase of Fund shares on the open market (less their pro rata share of trading fees incurred with respect to open market purchases in connection with the reinvestment of such dividend or distribution). If, before AST has completed its purchases, the market price exceeds the net asset value per share, the average per share purchase price paid by AST may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the dividend or capital gains distribution had been paid in shares issued by the Fund at net asset value per share. Such purchases will be made promptly after the payable date for such dividend or distribution, and in no event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of the Federal securities laws.
4. A participant has the option of submitting additional payments to AST, in any amounts of at least $100, up to a maximum of $5,000 per month, for the purchase of Fund shares for his or her account. These payments may be made electronically at www.amstock.com or by check payable to “American Stock Transfer and Trust Company LLC” and sent to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Russia and East European Fund, Inc. AST shall 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, as discussed below in paragraph 6. AST shall make such purchases promptly on approximately the 15th day of each month or, during a month in which a dividend or distribution is paid, beginning on the dividend payment date, and in no event more than 30 days after receipt, except where necessary to comply with provisions of
Federal securities laws. Any voluntary payment received less than two business days before an investment date shall be invested during the following month unless there are more than 30 days until the next investment date, in which case such payment will be returned to the participant. AST shall return to the participant his or her entire voluntary cash payment upon written notice of withdrawal received by AST not less than 48 hours before such payment is to be invested. Such written notice shall be sent to AST by the participant, as discussed below in paragraph 14.
5. For all purposes of the Plan: (a) the market price of the Fund’s shares on a particular date shall be the last sale price on the New York Stock Exchange on that date if a business day and if not, on the preceding business day, or if there is no sale on such Exchange on such date, then the mean between the closing bid and asked quotations for such shares on such Exchange on such date, and (b) net asset value per share of the Fund’s shares on a particular date shall be as determined by or on behalf of the Fund.
6. Open market purchases provided for above may be made on any securities exchange where Fund shares are traded, on the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as AST shall determine. Participant funds held by AST uninvested will not bear interest, and it is understood that, in any event, AST shall have no liability in connection with any inability to purchase Fund shares within 30 days after the payable date for any dividend or distribution as herein provided, or with the timing of any purchases effected. AST shall have no responsibility as to the value of the Fund shares acquired for participant accounts. For the purposes of purchases on the open market, AST may aggregate purchases with those of other participants, and the average price (including trading fees) of all shares purchased by AST shall be the price per share allocable to all participants.
7. AST will hold shares acquired pursuant to this Plan, together with the shares of other participants acquired pursuant to this Plan, in its name or that of its nominee. AST will forward to participants any proxy solicitation material and will vote any shares so held for participants only in accordance with the proxies returned by participants to the Fund. Upon written request, AST will deliver to participants, without charge, a certificate or certificates for all or a portion of the full shares held by AST.
8. AST will confirm to participants each acquisition made for an account as soon as practicable but not later than 60 business days after the date thereof. AST will send to participants a detailed account statement showing total dividends and distributions, date of investment, shares acquired and price per share, and total shares of record for the account. Although participants may from time to time have an undivided fractional interest (computed to three decimal places) in a share of the Fund, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to participant accounts. In the event of termination of an account under the Plan, AST will adjust for any such undivided fractional interest in cash at the market price of the Fund’s shares on the date of termination.
9. Any share dividends or split shares distributed by the Fund on shares held by AST for participants will be credited to participant accounts. In the event that the Fund makes available to its shareholders transferable rights to purchase additional Fund shares or other securities, AST will sell such rights and apply the proceeds of the sale to the purchase of additional Fund shares for participant accounts. The shares held for participants under the Plan will be added to underlying shares held by participants in calculating the number of rights to be issued.
18 Not part of the semiannual report
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TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)
10. AST’s service charge for capital gains or income dividend purchases will be paid by the Fund when shares are issued by the Fund or purchased on the open market. AST will deduct a $5.00 service charge from each voluntary cash payment. Participants will be charged a pro rata share of trading fees on all open market purchases.
11. Participants may withdraw shares from such participant’s account or terminate their participation under the Plan by notifying AST in writing. Such withdrawal or termination will be effective immediately if notice is received by AST not less than ten days prior to any dividend or distribution record date; otherwise such withdrawal or termination will be effective after the investment of any current dividend or distribution or voluntary cash payment. The Plan may be terminated by AST or the Fund upon 90 days’ notice in writing mailed to participants. Upon any withdrawal or termination, AST will cause a certificate or certificates for the full shares held by AST for participants and cash adjustment for any fractional shares (valued at the market value of the shares at the time of withdrawal or termination) to be delivered to participants, less any trading fees. Alternatively, a participant may elect by written notice to AST to have AST sell part or all of the shares held for him and to remit the proceeds to him. AST is authorized to deduct a $15.00 service charge and a $0.12 per share trading fee for this transaction from the proceeds. If a participant disposes of all shares registered in his name on the books of the Fund, AST may, at its option, terminate the participant’s account or determine from the participant whether he wishes to continue his participation in the Plan.
12. These terms and conditions may be amended or supplemented by AST or the Fund at any time or times, except when necessary or appropriate to comply with applicable law or the rules or policies of the U.S. Securities and Exchange Commission or any other regulatory authority, only by mailing to participants appropriate written notice at least 90 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by participants unless, prior to the effective date thereof, AST receives written notice of the termination of a participant account under the Plan. Any such amendment may include an appointment by AST in its place and stead of a successor Plan Administrator under these terms and conditions, with full power and authority to perform all or any of the acts to be
performed by AST under these terms and conditions. Upon any such appointment of a Plan Administrator for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Administrator, for a participant’s account, all dividends and distributions payable on Fund shares held in a participant’s name or under the Plan for retention or application by such successor Plan Administrator as provided in these terms and conditions.
13. AST shall at all times act in good faith and agree to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but shall assume no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by AST’s negligence, bad faith or willful misconduct or that of its employees.
14. Any notice, instruction, request or election which by any provision of the Plan is required or permitted to be given or made by the participant to AST shall be in writing addressed to American Stock Transfer and Trust Company LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attention: Templeton Russia and East European Fund, Inc. or www.amstock.com or such other address as AST shall furnish to the participant, and shall have been deemed to be given or made when received by AST.
15. Any notice or other communication which by any provision of the Plan is required to be given by AST to the participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited postage prepaid in a post office letter box addressed to the participant at his or her address as it shall last appear on AST’s records. The participant agrees to notify AST promptly of any change of address.
16. These terms and conditions shall be governed by and construed in accordance with the laws of the State of New York and the rules and regulations of the U.S. Securities and Exchange Commission, as they may be amended from time to time.
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Semiannual Report
Templeton Russia and East European Fund, Inc.
Investment Manager
Templeton Asset Management Ltd.
Transfer Agent
American Stock Transfer & Trust Co., LLC
6201 15th Avenue
Brooklyn, NY 11219
Toll Free Number: (800) 416-5585
Hearing Impaired Number: (866) 703-9077
International Phone Number: (718) 921-8124
www.amstock.com
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.
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© 2015 Franklin Templeton Investments. All rights reserved. | TLTRF S 11/15 |
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. N/A
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. 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. Also, the investment manager has a supplemental subscription to Egan Jones Proxy Services (Egan Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan Jones, or another independent third party proxy service provider (each a "Proxy Service") are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from a Proxy Service or any 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 vote consistent with the voting recommendation of a Proxy Service; 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 a Proxy Service and 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 and proposal will be considered based on the relevant facts and circumstances on a case-by-case basis.
Board of directors. The investment manager supports an independent, diverse 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.
Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. Franklin Templeton’s “Responsible Investment Principles and Policies” describes the investment manager’s approach to consideration of environmental, social and governance issues within the investment manager’s processes and ownership practices.
In the investment manager’s experience, those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in inappropriate or illegal conduct, or have failed to adequately address current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues. The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and 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.
Governance matters. 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 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) a 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) a 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; or (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the investment manager's votes are not received, or properly tabulated, by an issuer or the issuer's agent.
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. N/A
Item 9. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers. N/A
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 November 25, 2015
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 November 25, 2015
By /s/MARK H. OTANI
Mark H. Otani
Chief Financial Officer and
Chief Accounting Officer
Date November 25, 2015