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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-PX

             ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

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., FORT LAUDERDALE, FL 33394-3091
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)


MURRAY L. SIMPSON, 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: 6/30/05
                         ---------

ITEM 1. PROXY VOTING RECORD



AEROFLOT

Ticker:                      Security ID:  RU0009062285
Meeting Date: JUL 24, 2004   Meeting Type: Special
Record Date:  MAY 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Acknowledge Proper Convening of Meeting   For       For        Management
2     Approve Early Termination of Powers of    For       For        Management
      General Director
3.1   Elect Vladimir Antonov as Director        For       Abstain    Management
3.2   Elect Mikhail Butrin as Director          For       Abstain    Management
3.3   Elect Vasily Volkovski as Director        For       Abstain    Management
3.4   Elect Igor Gretchykhin as Director        For       Abstain    Management
3.5   Elect Leonid Dushatin as Director         For       Abstain    Management
3.6   Elect Mikhail Kopeikin as Director        For       Abstain    Management
3.7   Elect Igor Levitin as Director            For       Abstain    Management
3.8   Elect Evgeni Lisov as Director            For       Abstain    Management
3.9   Elect Alexander Neradko as Director       For       Abstain    Management
3.10  Elect Gleb Nikitin as Director            For       Abstain    Management
3.11  Elect Valeri Okulov as Director           For       Abstain    Management
3.12  Elect Karl Ruppel as Director             For       Abstain    Management
3.13  Elect Alexei Uvarov as Director           For       Abstain    Management
3.14  Elect Alexei Fedorov as Director          For       Abstain    Management
3.15  Elect Grigory Finger as Director          For       For        Management
3.16  Elect Sergei Frank as Director            For       Abstain    Management
3.17  Elect Vladimir Shablin as Director        For       Abstain    Management
3.18  Elect Nikolai Schipil as Director         For       Abstain    Management
3.19  Elect Evgeni Schkolov as Director         For       Abstain    Management
4     Approve Early Termination of Powers of    For       For        Management
      Inspection Committee (Audit Commission)
5.1   Elect Tatiana Gorbatchik as Member of     For       Abstain    Management
      Inspection Committee (Audit Commission)
5.2   Elect Zinaida Dunaikina as Member of      For       Abstain    Management
      Inspection Committee (Audit Commission)
5.3   Elect Vadim Zakharov as Member of         For       Abstain    Management
      Inspection Committee (Audit Commission)
5.4   Elect Yuri Tolmatchov as Member of        For       Abstain    Management
      Inspection Committee (Audit Commission)
5.5   Elect Natalia Talyzina as Member of       For       Abstain    Management
      Inspection Committee (Audit Commission)
5.6   Elect Alexei Tarasov as Member of         For       Abstain    Management
      Inspection Committee (Audit Commission)
5.7   Elect Andrei Khvostunkov as Member of     For       Abstain    Management
      Inspection Committee (Audit Commission)
5.8   Elect Yuri Tcheremnukh as Member of       For       Abstain    Management
      Inspection Committee (Audit Commission)


- --------------------------------------------------------------------------------

AEROFLOT

Ticker:                      Security ID:  RU0009062285
Meeting Date: OCT 23, 2004   Meeting Type: Special
Record Date:  AUG 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve EGM Procedures                    For       For        Management
2     Approve Major Business Transaction        For       For        Management
3     Amend Charter                             For       For        Management
4     Amend Regulations on Board of Directors   For       For        Management
5     Approve Early Termination of Powers of    For       For        Management
      Board of Directors
6.1   Elect Vladimir Antonov as Director        For       Against    Management
6.2   Elect Mikhail Butrin as Director          For       Against    Management
6.3   Elect Igor Grechukhin as Director         For       Against    Management
6.4   Elect Leonid Dushatin as Director         For       Against    Management
6.5   Elect Viktor Ivanov as Director           For       Against    Management
6.6   Elect Mikhail Kopieykin as Director       For       Against    Management
6.7   Elect Igor Levitin as Director            For       Against    Management
6.8   Elect Alexandr Neradko as Director        For       Against    Management
6.9   Elect Valery Okulov as Director           For       Against    Management
6.10  Elect Alexei Uvarov as Director           For       Against    Management
6.11  Elect Alexei Fedorov as Director          For       Against    Management
6.12  Elect Grigory Finger as Director          For       For        Management
6.13  Elect Vladimir Shablin as Director        For       Against    Management
6.14  Elect Nikolai Shipil as Director          For       Against    Management
6.15  Elect Evgeny Shkolov as Director          For       Against    Management


- --------------------------------------------------------------------------------

AVTOVAZ JSC

Ticker:                      Security ID:  RU0009071187
Meeting Date: MAY 28, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Meeting Procedures                For       For        Management
2     Approve Statutory Reports                 For       For        Management
3     Approve Financial Statements              For       For        Management
4     Approve Allocation of Income and          For       For        Management
      Dividends
5.1   Elect V. Vilchik as Director              For       Abstain    Management
5.2   Elect A. Gavrikov as Director             For       For        Management
5.3   Elect Y. Zektser as Director              For       Abstain    Management
5.4   Elect V. Kadannikov as Director           For       Abstain    Management
5.5   Elect N. Karagin as Director              For       Abstain    Management
5.6   Elect V. Kirpichev as Director            For       Abstain    Management
5.7   Elect N. Kosov as Director                For       Abstain    Management
5.8   Elect N. Lyachenkov as Director           For       Abstain    Management
5.9   Elect A. Melnikov as Director             For       Abstain    Management
5.10  Elect Y. Stepanov as Director             For       Abstain    Management
5.11  Elect S. Sichev as Director               For       Abstain    Management
5.12  Elect R. Sheinin as Director              For       Abstain    Management
6     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
7     Ratify Auditor                            For       For        Management


- --------------------------------------------------------------------------------

BORSODCHEM RT

Ticker:       BSCDY          Security ID:  HU0000072640
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Approve Board of Directors Report for     For       For        Management
      2004
1.2   Approve Allocation of Income and          For       For        Management
      Dividends
1.3   Approve Supervisory Board Report          For       For        Management
1.4   Approve Auditors' Report                  For       For        Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports; Approve Consolidated
      Financial Statements and Statutory
      Reports
3     Amend Articles of Association             For       Against    Management
4     Approve Board of Directors Report Re:     For       For        Management
      Corporate Governance  Recommendations of
      Budapest and Warsaw Stock Exchanges
5     Approve Rules of Procedure of Supervisory For       Against    Management
      Committee
6     Recall Board of Directors                 For       For        Management
7     Elect Board of Directors                  For       For        Management
8     Recall Supervisory Board                  For       For        Management
9     Elect Supervisory Board                   For       For        Management
10    Approve Remuneration of Board of          For       For        Management
      Directors
11    Approve Remuneration of Supervisory Board For       For        Management
12    Ratify Auditor                            For       For        Management
13    Approve Auditor's Remuneration            For       For        Management
14    Board of Directors Presentation Re: Main  For       For        Management
      Principles of Company's Business Policy
      in 2005


- --------------------------------------------------------------------------------

CHELYABINSK PIPE WORKS

Ticker:                      Security ID:  RU0009066807
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  MAR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Meeting Procedures                For       For        Management
2     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
3     Amend Charter                             For       Against    Management
4.1   Elect Andrei Komarov as Director          For       For        Management
4.2   Elect Alexander Fedorov as Director       For       For        Management
4.3   Elect Vitaly Sadykov as Director          For       For        Management
4.4   Elect Valentin Tazetdinov as Director     For       For        Management
4.5   Elect Sergei Moiseev as Director          For       For        Management
4.6   Elect Ilia Cherepanov as Director         For       For        Management
4.7   Elect Nikolay Ignatiev as Director        For       For        Management
4.8   Elect Vladimir Struchkov as Director      For       For        Management
4.9   Elect Victor Skriabin as Director         For       For        Management
4.10  Elect Oleg Kustikov as Director           For       For        Management
4.11  Elect Oleg Selznev as Director            For       For        Management
5     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
6     Ratify Auditor                            For       For        Management
7     Approve Related Party Transaction         For       Against    Management


- --------------------------------------------------------------------------------

EGIS RT GYOGYSZERGYARSZOLGALTATASI RESZVENYTARSASAG

Ticker:                      Security ID:  HU0000053947
Meeting Date: JAN 26, 2005   Meeting Type: Annual
Record Date:  JAN 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Directors' Report on 2003/2004    None      Did Not    Management
      Business Activity                                   Vote
2     Receive Board Proposal for Allocation of  None      Did Not    Management
      Income                                              Vote
3     Receive Supervisory Board Report          None      Did Not    Management
                                                          Vote
4     Receive Auditor's Report                  None      Did Not    Management
                                                          Vote
5     Approve Financial Statements, Statutory   For       Did Not    Management
      Reports, and Allocation of Income                   Vote
6     Ratify Auditors                           For       Did Not    Management
                                                          Vote
7     Approve Remuneration of Directors         For       Did Not    Management
                                                          Vote
8     Receive Directors' Report on 2003/2004    None      Did Not    Management
      Consolidated Business Activity                      Vote
9     Receive Supervisory Board's Report on     None      Did Not    Management
      2003/2004 Consolidated Business Activity            Vote
10    Receive Auditor's Report on 2003/2004     None      Did Not    Management
      Consolidated Business Activity                      Vote
11    Approve Consolidated Financial Statements For       Did Not    Management
      and Statutory Reports                               Vote
12    Approve Resignation of One Board Member;  For       Did Not    Management
      Elect One New Board Member                          Vote
13    Amend Charter Re: Change Newspaper for    For       Did Not    Management
      Official Company Announcements                      Vote


- --------------------------------------------------------------------------------

GAZ AUTO PLANT

Ticker:                      Security ID:  RU0009034268
Meeting Date: APR 30, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors by Cumulative Voting      For       For        Management
4     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
5     Ratify Auditor                            For       For        Management
6     Amend Charter                             For       Against    Management
7     Amend Regulations on General Meetings     For       Against    Management
8     Approve Increase in Authorized Share      For       Against    Management
      Capital by Issuance of Shares


- --------------------------------------------------------------------------------

KALINA CONCERN

Ticker:                      Security ID:  RU0007247243
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Members of Counting Commission      For       For        Management
2     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
3     Approve Dividends of RUB 12.36 Per        For       For        Management
      Ordinary Share
4.1   Elect Nikolai Geller as Director          For       Abstain    Management
4.2   Elect Timur Goriaev as Director           For       Abstain    Management
4.3   Elect Alexander Petrov as Director        For       Abstain    Management
4.4   Elect Iohan Vreeman as Director           For       For        Management
4.5   Elect Rainhold Shlensok as Director       For       Abstain    Management
4.6   Elect Mark Bush as Director               For       For        Management
4.7   Elect Casper Heisteig as Director         For       For        Management
4.8   Elect Yan Davanhart as Director           For       For        Management
5     Approve Regulations on General Meetings   For       Against    Management
6     Approve Regulations on Board of Directors For       Against    Management
7     Approve Regulations on General Director   For       Against    Management
8     Approve Regulations on Inspection         For       Against    Management
      Committee (Audit Commission)
9     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
10    Ratify Auditor                            For       For        Management


- --------------------------------------------------------------------------------

KALINA CONCERN

Ticker:                      Security ID:  RU0007247243
Meeting Date: AUG 10, 2004   Meeting Type: Special
Record Date:  JUN 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Reelect Nikolai Geller as Director        For       Did Not    Management
                                                          Vote
1.2   Reelect Timur Goryaev as Director         For       Did Not    Management
                                                          Vote
1.3   Reelect Alexander Petrov as Director      For       Did Not    Management
                                                          Vote
1.4   Elect Johan Vreeman as Director           For       Did Not    Management
                                                          Vote
1.5   Elect Reinhold Schlensock as Director     For       Did Not    Management
                                                          Vote
1.6   Elect Kasper Heisteig as Director         For       Did Not    Management
                                                          Vote
1.7   Elect Jan Dewijngaert as Director         For       Did Not    Management
                                                          Vote
2     Approve Interim Dividends of RUB 3.75 per For       Did Not    Management
      Ordinary Share for First 6 Months of 2004           Vote


- --------------------------------------------------------------------------------

KONAKOVSKAYA GRES

Ticker:                      Security ID:  RU0009091235
Meeting Date: DEC 15, 2004   Meeting Type: Special
Record Date:  NOV 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Interim Dividends of RUB 0.0711   For       For        Management
      Per Share for First Nine Months of 2004


- --------------------------------------------------------------------------------

KONAKOVSKAYA GRES

Ticker:                      Security ID:  RU0009091235
Meeting Date: JUN 6, 2005    Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income,
      Including Dividends of RUB 0.173 Per
      Share
2     Elect Directors by Cumulative Voting      For       For        Management
3     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
4     Ratify Auditor                            For       For        Management
5     Amend Charter                             For       For        Management
6     Amend Regulations on Board of Directors   For       For        Management


- --------------------------------------------------------------------------------

LUKOIL OAO

Ticker:       LUKOY          Security ID:  677862104
Meeting Date: JAN 24, 2005   Meeting Type: Special
Record Date:  DEC 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   EARLY TERMINATION OF POWERS OF ALL        None      Against    Shareholder
      MEMBERS OF THE COMPANY S BOARD OF
      DIRECTORS
1.2A  ELECT ALEKPEROV, VAGIT YUSUFOVICH AS      None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2B  ELECT BEREZHNOI, MIKHAIL PAVLOVICH AS     None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2C  ELECT GRAYFER, VALERY ISA KOVICH AS       None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2D  ELECT YESAOULKOVA, TATIANA STANISLAVOVNA  None      Against    Shareholder
      AS MEMBER OF THE BOARD OF DIRECTORS
1.2E  ELECT KUTAFIN, OLEG YEMEL YANOVICH AS     None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2F  ELECT MAGANOV, RAVIL ULFATOVICH AS MEMBER None      Against    Shareholder
      OF THE BOARD OF DIRECTORS
1.2G  ELECT MATZKE, RICHARD HERMAN AS MEMBER OF None      For        Shareholder
      THE BOARD OF DIRECTORS
1.2H  ELECT MEYERS, KEVIN OMAR AS MEMBER OF THE None      Against    Shareholder
      BOARD OF DIRECTORS
1.2I  ELECT MIKHAILOVA, SERGEI NATOLIEVICH AS   None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2J  ELECT TSVETKOV, MIKOLAI ALEXANDROVICH AS  None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2K  ELECT SHERKUNOV, IGOR VLADIMIROVICH AS    None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
1.2L  ELECT SHOKHIN, ALEXANDER NIOLAEVICH AS    None      Against    Shareholder
      MEMBER OF THE BOARD OF DIRECTORS
2     APPROVAL OF THE AMENDMENTS AND ADDENDA TO For       For        Shareholder
      THE CHARTER OF THE OPEN JOINT STOCK
      COMPANY OIL COMPANY LUKOIL


- --------------------------------------------------------------------------------

LUKOIL OAO

Ticker:       LUKOY          Security ID:  677862104
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAY 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT  For       For        Management
      FOR 2004, ANNUAL ACCOUNTING STATEMENT
      INCLUDING THE PROFIT-AND-LOSS STATEMENT
      (PROFIT-AND-LOSS ACCOUNTS) OF THE
      COMPANY.
2     ELECTION OF DIRECTIONS. IF YOU WISH TO    For       Abstain    Management
      VOTE SELECTIVELY OR CUMULATE, PLEASE
      CONTACT YOUR REPRESENTATIVE.
3     ELECTION OF MEMBER OF THE AUDIT           For       For        Management
      COMMISSION: KONDRATYEV, PAVEL
      GENNADYEVICH.
4     ELECTION OF MEMBER OF THE AUDIT           For       For        Management
      COMMISSION: NIKITENKO, VLADIMIR
      NIKOLAYEVICH.
5     ELECTION OF MEMBER OF THE AUDIT           For       For        Management
      COMMISSION: SKLYAROVA, TATYANA
      SERGUEYEVNA.
6     ON REMUNERATION AND COMPENSATION OF       For       For        Management
      EXPENSES TO THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE AUDIT COMMISSION OF OAO
      LUKOIL.
7     ENDORSEMENT OF COMPANY AUDITORS.          For       For        Management
8     APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      CHARTERED OF THE PUBLIC JOINT STOCK
      COMPANY OIL COMPANY LUKOIL.
9     APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE PROCEDURE FOR
      PREPARING AND HOLDING THE GENERAL
      SHAREHOLDERS MEETING OF OAO LUKOIL.
10    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE BOARD OF DIRECTORS OF
      OAO LUKOIL.
11    ON THE APPROVAL OF TRANSACTIONS INVOLVING For       For        Management
      INTERESTED/RELATED PARTIES.


- --------------------------------------------------------------------------------

MMC NORILSK NICKEL

Ticker:                      Security ID:  RU0007288411
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
2     Approve Dividends of RUB 69.40 Per Share, For       For        Management
      Including Interim Dividends Paid Earlier
      in Amount of RUB 41.40 Per Share
3.1   Elect Andrei Bugrov as Director           For       Abstain    Management
3.2   Elect Guy de Selliers as Director         For       For        Management
3.3   Elect Andrei Klishas as Director          For       Abstain    Management
3.4   Elect Ralph Morgan as Director            For       Abstain    Management
3.5   Elect Mikhail Prokorov as Director        For       Abstain    Management
3.6   Elect Vladimir Dolgikh as Director        For       Abstain    Management
3.7   Elect Ekaterina Salnikova as Director     For       Abstain    Management
3.8   Elect Kyrill Ugolnikov as Director        For       Abstain    Management
3.9   Elect Heinz Schimmelbusch as Director     For       Abstain    Management
3.10  Elect Kirill Parinov as Director          For       Abstain    Management
4     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
5     Ratify Rosexpertiza LLC as Auditor        For       For        Management
6     Approve Remuneration of Independent Board For       For        Management
      Members


- --------------------------------------------------------------------------------

MMC NORILSK NICKEL

Ticker:                      Security ID:  RU0007288411
Meeting Date: NOV 23, 2004   Meeting Type: Special
Record Date:  OCT 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Interim Dividends of RUB 41.4 Per For       For        Management
      Share for First Three Quarters of 2004


- --------------------------------------------------------------------------------

MOL HUNGARIAN OIL AND GAS PLC.(FORMERLY MOL MAGYAR OLAY-ES

Ticker:       MGYXY          Security ID:  HU0000068952
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  APR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Approve Board of Directors Report;        For       For        Management
      Approve Allocation of Income Proposal
1.2   Approve Auditor's Report                  For       For        Management
1.3   Approve Supervisory Board Report; Approve For       For        Management
      Allocation of Income Proposal
1.4   Approve Financial Statements and          For       For        Management
      Statutory Reports; Approve Allocation of
      Income and Dividends; Amend Articles of
      Association Accordingly
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
3     Amend Articles of Association Re: Branch  For       For        Management
      Offices; Business Premises; Corporate
      Purpose
4     Approve Increase in Share Capital; Amend  For       Against    Management
      Articles of Association Accordingly
5     Change Nominal Value of Series A Shares;  For       For        Management
      Amend Articles of Association Accordingly
6     Authorize Share Repurchase Program        For       For        Management
7     Amend Incentive Plan                      For       For        Management
8     Elect Supervisory Board Member Nominated  For       For        Management
      by Holder of Series B Preference Shares;
      Determine Remuneration of Supervisory
      Board Members
9     Approve Regulations on Supervisory Board  For       For        Management


- --------------------------------------------------------------------------------

PLIVA D.D.

Ticker:       PLVDY          Security ID:  US72917Q2021
Meeting Date: JUN 14, 2005   Meeting Type: Annual
Record Date:  MAY 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF THE CHAIRMAN                  For       For        Management
2     PRESENTATION OF THE REPORT                For       For        Management
3     APPROPRIATION OF EARNINGS                 For       For        Management
4     APPROVAL OF ACTIVITIES                    For       Against    Management
5     PURCHASE OF OWN SHARES                    For       For        Management
6     AUDITORS                                  For       For        Management


- --------------------------------------------------------------------------------

RBK INFORMATION SYSTEMS JSC

Ticker:                      Security ID:  RU0005707834
Meeting Date: JUN 22, 2005   Meeting Type: Annual
Record Date:  MAY 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income;
      Approve Omission of Dividends
2     Amend Charter                             For       For        Management
3     Amend Regulations on General Meetings     For       For        Management
4.1   Elect Alexander Savchenko as Member of    For       For        Management
      Inspection Committee (Audit Commission)
4.2   Elect Tatiana Kniazeva as Member of       For       For        Management
      Inspection Committee (Audit Commission)
4.3   Elect Elena Ashitko as Member of          For       For        Management
      Inspection Committee (Audit Commission)
5.1   Ratify KPMG as Auditor                    For       For        Management
5.2   Ratify Online Audit LLC as Auditor        For       For        Management
6     Approve Increase in Authorized Share      For       For        Management
      Capital via Issuance of 4.3 Million
      Shares
7.1   Approve Related Party Transaction with    For       For        Management
      Subsidiary RBC Investments (Cyprus) Re:
      RUB 206 Million Loan
7.2   Approve Related Party Transaction with    For       For        Management
      Subsidiary Niken LLC Re: RUB 7.1 Million
      Loan
7.3   Approve Related Party Transaction with    For       For        Management
      Subsidiary Niken LLC Re: RUB 43.3 Million
      Loan
7.4   Approve Related Party Transaction with    For       For        Management
      Subsidiary Niken LLC Re: RUB 21 Million
      Loan
7.5   Approve Related Party Transaction with    For       For        Management
      Subsidiary RBC Publishing LLC Re: RUB
      75.3 Million Loan
7.6   Approve Related Party Transaction with    For       For        Management
      Subsidiary RBC Publishing LLC Re: RUB 8
      Million Loan
7.7   Approve Related Party Transaction with    For       For        Management
      with Subsidiary RBC Publishing Re: RUB 36
      Million Loan
7.8   Approve Related Party Transaction with    For       For        Management
      Subsidiary RBC Publishing Re: RUB 75
      Million Loan
7.9   Approve Related Party Transaction with    For       For        Management
      Subsidiary CJSC RBC Engineering Re: RUB
      2,000 Loan
7.10  Approve Related Party Transaction with    For       For        Management
      Subsidiary CJSC RBC Engineering Re: RUB
      10,000 Loan
7.11  Approve Related Party Transaction Re:     For       For        Management
      Sale of 4.3 Million Common Shares to CJSC
      RBC Holding
7.12  Approve Series of Related Party           For       For        Management
      Transactions
8.1   Elect German Kaplun as Director           For       Withhold   Management
8.2   Elect Alexander Mogrulchik as Director    For       Withhold   Management
8.3   Elect Dmitry Belik as Director            For       Withhold   Management
8.4   Elect Sergei Lukin as Director            For       Withhold   Management
8.5   Elect Givi Topchishvili as Director       For       Withhold   Management
8.6   Elect Leonid Khazan as Director           For       Withhold   Management
8.7   Elect Ekaterina Lebedeva as Director      For       Withhold   Management
8.8   Elect Yury Rovensky as Director           For       Withhold   Management
8.9   Elect Artyom Inutin as Director           For       Withhold   Management
8.10  Elect Alexei Kuzovkin as Director         For       Withhold   Management
8.11  Elect Yury Mostovoy as Director           For       Withhold   Management
8.12  Elect Hans-Joerg Rudloff as Director      For       For        Management
8.13  Elect Neil Osborn as Director             For       For        Management
8.14  Elect Michael Hammond as Director         For       For        Management


- --------------------------------------------------------------------------------

SALAVATNEFTEORGSINTEZ

Ticker:                      Security ID:  RU0006941648
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Charter                             For       Against    Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends; Approve Remuneration of Board
      of Directors and Inspection Committee
      (Audit Commission)
4.1   Elect Sergei Alexeev as Director          For       For        Management
4.2   Elect Aram Ekavyan as Director            For       For        Management
4.3   Elect Sergei Ivanov as Director           For       For        Management
4.4   Elect Marat Ishmiyarov as Director        For       For        Management
4.5   Elect Victor Iliushin as Director         For       For        Management
4.6   Elect Vladimir Kadnikov as Director       For       For        Management
4.7   Elect Sergei Levin as Director            For       For        Management
4.8   Elect Igor Machilsky as Director          For       For        Management
4.9   Elect Nikolai Moiseenko as Director       For       For        Management
4.10  Elect Alexander Rabotyaev as Director     For       For        Management
4.11  Elect Alexander Ryazanov as Director      For       For        Management
4.12  Elect Kirill Seleznev as Director         For       For        Management
4.13  Elect Vladimir Tochilin as Director       For       For        Management
5     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
6     Ratify Auditor                            For       For        Management


- --------------------------------------------------------------------------------

SATURN SCIENTIFIC PRODUCTION ASSOCIATION SATURN NPO JSC

Ticker:                      Security ID:  RU0007774998
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income,
      Including Dividends
2.1   Elect V.I. Babkin as Director             For       For        Management
2.2   Elect V.K. Glukhikh as Director           For       For        Management
2.3   Elect V.N. Zhigalov as Director           For       For        Management
2.4   Elect O.I. Zainullin as Director          For       For        Management
2.5   Elect Y.V. Lastochkin as Director         For       For        Management
2.6   Elect V.V. Levshunov as Director          For       For        Management
2.7   Elect V.G. Mikheev as Director            For       For        Management
2.8   Elect L.I. Pridanova as Director          For       For        Management
2.9   Elect M.G. Rapota as Director             For       For        Management
2.10  Elect I.S. Seleznev as Director           For       For        Management
2.11  Elect V.A. Strashinsky as Director        For       For        Management
2.12  Elect A.G. Fedorov as Director            For       For        Management
2.13  Elect V.M. Chepkin as Director            For       For        Management
2.14  Elect S.V. Chuklinov as Director          For       For        Management
3     Elect General Director                    For       For        Management
4     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
5     Ratify Auditor                            For       For        Management
6     Amend Charter                             For       Against    Management


- --------------------------------------------------------------------------------

SBERBANK OF RUSSIA

Ticker:                      Security ID:  RU0009029540
Meeting Date: JUN 24, 2005   Meeting Type: Annual
Record Date:  MAY 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Statutory Reports                 For       For        Management
2     Approve Financial Statements              For       For        Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of RUB 173.90 Per Share
4     Ratify CJSC PricewaterhouseCoopers Audit  For       For        Management
      as Auditor
5.1   Elect Sergei Ignatev as Director          For       Withhold   Management
5.2   Elect Alexei Ulukaev as Director          For       Withhold   Management
5.3   Elect Tatiana Paramonova as Director      For       Withhold   Management
5.4   Elect Georgy Luntovsky as Director        For       Withhold   Management
5.5   Elect Victor Melnikov as Director         For       Withhold   Management
5.6   Elect Nadezhda Ivanova as Director        For       Withhold   Management
5.7   Elect Valery Tkachenko as Director        For       Withhold   Management
5.8   Elect Konstantin Shor as Director         For       Withhold   Management
5.9   Elect Alexei Kudrin as Director           For       Withhold   Management
5.10  Elect Alexei Savatiugin as Director       For       Withhold   Management
5.11  Elect German Gref as Director             For       Withhold   Management
5.12  Elect Andrei Sharonov as Director         For       Withhold   Management
5.13  Elect Arkady Dvorkovich as Director       For       Withhold   Management
5.14  Elect Andrei Kazmin as Director           For       Withhold   Management
5.15  Elect Alla Aleshkina as Director          For       Withhold   Management
5.16  Elect Bella Elatkis as Director           For       Withhold   Management
5.17  Elect Sergei Generalov as Director        For       For        Management
5.18  Elect Dmitry Piatkin as Director          For       Withhold   Management
5.19  Elect Boris Fedorov as Director           For       Withhold   Management
6.1   Elect Anna Burkovskaya as Member of       For       For        Management
      Inspection Committee (Audit Commission)
6.2   Elect Nikolai Semenov as Member of        For       For        Management
      Inspection Committee (Audit Commission)
6.3   Elect Olga Podstrekha as Member of        For       For        Management
      Inspection Committee (Audit Commission)
6.4   Elect Valentina Khrapunkova as Member of  For       For        Management
      Inspection Committee (Audit Commission)
6.5   Elect Natalia Polonskaya as Member of     For       For        Management
      Inspection Committee (Audit Commission)
6.6   Elect Maxim Dolzhnikov as Member of       For       For        Management
      Inspection Committee (Audit Commission)
6.7   Elect Valentina Tkachenko as Member of    For       For        Management
      Inspection Committee (Audit Commission)
7     Amend Charter                             For       For        Management


- --------------------------------------------------------------------------------

SEVERSTAL CHEREPOVETS MK

Ticker:                      Security ID:  RU0009046510
Meeting Date: DEC 9, 2004    Meeting Type: Special
Record Date:  OCT 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Interim Dividend of RUB 230 Per   For       For        Management
      Share for First Nine Months of 2004
2     Amend Charter Re: Require Shareholder     For       Against    Management
      Acquiring 30 or More Percent of Share
      Capital to Disclose Acquisition;
      Publication of Meeting Notices
3     Amend Regulations on General Meetings Re: For       For        Management
      Announcing Convocation of General
      Meetings; Registration of Shareholders


- --------------------------------------------------------------------------------

SEVERSTAL CHEREPOVETS MK

Ticker:                      Security ID:  RU0009046510
Meeting Date: JUN 10, 2005   Meeting Type: Annual
Record Date:  APR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Alexei Mordashov as Director        For       For        Management
1.2   Elect Vadim Makhov as Director            For       For        Management
1.3   Elect Vadim Shvetsov as Director          For       For        Management
1.4   Elect Mikhail Noskov as Director          For       For        Management
1.5   Elect Anatoly Kruchinin as Director       For       For        Management
1.6   Elect Pavel Chelnokov as Director         For       For        Management
1.7   Elect Igor Kostin as Director             For       For        Management
1.8   Elect Valery Solopov as Director          For       For        Management
1.9   Elect Igor Zhuravlev as Director          For       For        Management
2     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
3     Approve Dividends of RUB 3 Per Share      For       For        Management
4     Approve Dividends of RUB 4 Per Share for  For       For        Management
      First Quarter of 2005
5     Amend Charter                             For       Against    Management
6     Amend Regulations on General Meetings     For       Against    Management
7     Amend Regulations on Board of Directors   For       Against    Management
8     Amend Regulations on General Director     For       Against    Management
9     Approve Related Party Transaction with    For       Against    Management
      OJSC Severstal Export GmbH (Switzerland)
      Re: Delivery of Rolled Products
10    Approve Related Party Transaction with    For       Against    Management
      Severstallat (Latvia) Re: Delivery of
      Rolled Products
11    Approve Related Party Transaction with    For       Against    Management
      OJSC Promstroibank Re: Cash Deposits
12    Approve Related Party Transaction with    For       Against    Management
      OJSC Promstroibank Re: RUB 30 Million
      Loan
13    Approve Related Party Transaction with    For       Against    Management
      OJSC Promstroibank Re: Credit Services
14    Approve Related Party Transaction with    For       Against    Management
      OJSC Metcombank Re: Credit Services
15    Approve Related Party Transaction with    For       Against    Management
      OJSC Metcombank Re: RUB 30 Million Loan
16    Approve Related Party Transaction with    For       Against    Management
      OJSC Metcombank Re: Cash Deposits
17    Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
18    Ratify Auditor                            For       For        Management


- --------------------------------------------------------------------------------

SEVERSTAL CHEREPOVETS MK

Ticker:                      Security ID:  RU0009046510
Meeting Date: SEP 14, 2004   Meeting Type: Special
Record Date:  AUG 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Dividends of RUB 100 Per Ordinary For       For        Management
      Share for First Half of 2004
2     Amend Charter                             For       Against    Management
3     Amend Regulations on General Shareholder  For       Against    Management
      Meeting
4     Approve Two Related Party Transactions    For       Against    Management
      Between 'Severstal' and
      'Promishlenno-Stroitelny Bank'
5     Approve Two Related Party Transactions    For       Against    Management
      Between 'Severstal' and 'Metalurgichesky
      Komerchesky Bank'
6     Approve Related Party Transaction Between For       Against    Management
      'Severstal' and 'Severstal Export GMBH'
7     Approve Related Party Transaction Between For       Against    Management
      'Severstal' and 'Severstal-Metiz'


- --------------------------------------------------------------------------------

SIBIRTELECOM (FRMLY ELEKTROSVYAZ NOVOSIBIRSK)

Ticker:                      Security ID:  RU0009087456
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  MAY 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
2     Approve Dividends of RUB 0.016 Per        For       For        Management
      Preferred Share and RUB 0.012 Per
      Ordinary Share
3.1   Elect Vladimir Aganov as Director         For       Abstain    Management
3.2   Elect Boris Antoniuk as Director          For       Abstain    Management
3.3   Elect Valery Bakalov as Director          For       Abstain    Management
3.4   Elect Andrei Beskorovainy as Director     For       Abstain    Management
3.5   Elect Maxim Bobin as Director             For       Abstain    Management
3.6   Elect Yury Bovkun as Director             For       Abstain    Management
3.7   Elect Ivan Deriabin as Director           For       Abstain    Management
3.8   Elect Alexander Ermolich as Director      For       Abstain    Management
3.9   Elect Elena Zabuzova as Director          For       Abstain    Management
3.10  Elect Sergei Kalinin as Director          For       Abstain    Management
3.11  Elect Alexei Karpentsev as Director       For       Abstain    Management
3.12  Elect Genady Kovalenko as Director        For       Abstain    Management
3.13  Elect Sergei Kuznetsov as Director        For       Abstain    Management
3.14  Elect Anatoly Nikulin as Director         For       Abstain    Management
3.15  Elect Yury Pozhidaev as Director          For       Abstain    Management
3.16  Elect Igor Polovnev as Director           For       Abstain    Management
3.17  Elect Igor Repin as Director              For       For        Management
3.18  Elect Georgy Romsky as Director           For       Abstain    Management
3.19  Elect Vladimir Statin as Director         For       Abstain    Management
3.20  Elect Evgeny Chechelnitsky as Director    For       Abstain    Management
4.1   Elect Konstantin Belaev as Member of      For       For        Management
      Inspection Committee (Audit Commission)
4.2   Elect Alexander Kachurin as Member of     For       For        Management
      Inspection Committee (Audit Commission)
4.3   Elect Ilya Ponomarev as Member of         For       For        Management
      Inspection Committee (Audit Commission)
4.4   Elect Elena Umnova as Member of           For       For        Management
      Inspection Committee (Audit Commission)
4.5   Elect Viacheslav Charkovsky as Member of  For       For        Management
      Inspection Committee (Audit Commission)
5     Ratify Ernst and Young as Auditor         For       For        Management
6     Approve Remuneration of Board of          For       For        Management
      Directors
7     Amend Charter                             For       For        Management
8     Amend Regulations on General Meetings     For       For        Management
9     Amend Regulations on Board of Directors   For       For        Management
10    Amend Regulations on Executive Board      For       For        Management
11    Terminate Company's Membership at         For       For        Management
      Association 'Iskra'
12    Terminate Company's Membership at         For       For        Management
      Association 'NMT-450'


- --------------------------------------------------------------------------------

SOUTHERN TELECOMMUNICATIONS CO.

Ticker:                      Security ID:  RU0009043426
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
2     Approve Dividends of RUB 0.009 Per        For       For        Management
      Ordinary Share and RUB 0.028 Per
      Preferred Share
3.1   Elect Stanislav Avdiyanz as Director      For       Abstain    Management
3.2   Elect Vadim Belov as Director             For       Abstain    Management
3.3   Elect Konstantin Beliaev as Director      For       Abstain    Management
3.4   Elect Vladislav Brylkov as Director       For       Abstain    Management
3.5   Elect Valentina Veremianina as Director   For       Abstain    Management
3.6   Elect Mikhail Vasiliev as Director        For       Abstain    Management
3.7   Elect Anatoly Gavrilenko as Director      For       Abstain    Management
3.8   Elect Elena Zabuzova as Director          For       Abstain    Management
3.9   Elect Sergei Kuznetsov as Director        For       Abstain    Management
3.10  Elect Denis Kulikov as Director           For       For        Management
3.11  Elect Mikhail Lebedev as Director         For       Abstain    Management
3.12  Elect Stanislav Panchenko as Director     For       Abstain    Management
3.13  Elect Georgy Rmosky as Director           For       Abstain    Management
3.14  Elect Oleg Fedorov as Director            For       Abstain    Management
3.15  Elect Evgeny Chechelnitsky as Director    For       Abstain    Management
3.16  Elect Vladimir Yuriev as Director         For       Abstain    Management
4.1   Elect Elena Umnova as Member of           For       For        Management
      Inspection Committee (Audit Commission)
4.2   Elect Viacheslav Charkovsky as Member of  For       For        Management
      Inspection Committee (Audit Commission)
4.3   Elect Genady Kovalenko as Member of       For       For        Management
      Inspection Committee (Audit Commission)
4.4   Elect Tamara Chernikova as Member of      For       For        Management
      Inspection Committee (Audit Commission)
4.5   Elect Dmitry Loshakov as Member of        For       For        Management
      Inspection Committee (Audit Commission)
5     Ratify Ernst and Young as Auditor         For       For        Management
6     Approve Remuneration of Board of          For       For        Management
      Directors
7     Amend Charter                             For       For        Management
8     Amend Regulations on Board of Directors   For       For        Management
9     Amend Regulations on General Meetings     For       For        Management
10    Terminate Company's Membership in         For       For        Management
      Association of Providers of Povolzhski
      Region, 'Iskra', and 'SPPOSS'


- --------------------------------------------------------------------------------

SURGUTNEFTEGAZ  AO

Ticker:                      Security ID:  RU0008926258
Meeting Date: APR 30, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report                     For       For        Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of RUB 0.40 Per Ordinary Share
      and RUB 0.607 Per Preferred Share
4.1   Elect Sergei Ananiev as Director          For       Against    Management
4.2   Elect Igor Gorbunov as Director           For       Against    Management
4.3   Elect Vladimir Bogdanov as Director       For       Against    Management
4.4   Elect Alexander Bulanov as Director       For       Against    Management
4.5   Elect Nikolai Matveev as Director         For       Against    Management
4.6   Elect Nikolai Medvedev as Director        For       Against    Management
4.7   Elect Alexander Rezyapov as Director      For       Against    Management
4.8   Elect Vyacheslav Uryupin as Director      For       Against    Management
4.9   Elect Ildus Usmanov as Director           For       Against    Management
4.10  Elect Alexander Ussoltsev as Director     For       Against    Management
5     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
6     Ratify Auditor                            For       For        Management
7     Approve Related Party Transactions        For       Against    Management


- --------------------------------------------------------------------------------

TATNEFT OAO

Ticker:       TNT            Security ID:  RU0009033591
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income              For       For        Management
3     Approve Dividends Equaling 100 Percent of For       For        Management
      Nominal Value of Tatneft's Share Per
      Preferred Share and 90 Percent of Nominal
      Value of Tatneft's Share Per Ordinary
      Share
4.1   Elect Rishat Abubakirov as Director       For       For        Management
4.2   Elect Valery Vasiliev as Director         For       For        Management
4.3   Elect David Waygood as Director           For       For        Management
4.4   Elect Maria Voskresenskaya as Director    For       For        Management
4.5   Elect Radik Gaizatullin as Director       For       For        Management
4.6   Elect Sushovan Ghosh as Director          For       For        Management
4.7   Elect Nail Ibragimov as Director          For       For        Management
4.8   Elect Vladimir Lavushchenko as Director   For       For        Management
4.9   Elect Nail Maganov as Director            For       For        Management
4.10  Elect Renat Muslimov as Director          For       For        Management
4.11  Elect Valery Sorokin as Director          For       For        Management
4.12  Elect Mirgaziyan Taziev as Director       For       For        Management
4.13  Elect Shafagat Takhautdinov as Director   For       For        Management
4.14  Elect Rais Khisamov as Director           For       For        Management
5     Elect Members of Inspection Committee     For       For        Management
      (Audit Commission)
6     Ratify Auditor                            For       For        Management
7     Amend Charter                             For       Against    Management
8     Amend Regulations on Board of Directors   For       Against    Management
9     Approve Regulations on General Meetings   For       Against    Management


- --------------------------------------------------------------------------------

TATNEFT OAO

Ticker:       TNT            Security ID:  RU0009033591
Meeting Date: NOV 6, 2004    Meeting Type: Special
Record Date:  OCT 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Interim Dividends for First Nine  For       For        Management
      Months of 2004


- --------------------------------------------------------------------------------

TELEKOMUNIKACJA POLSKA S.A.

Ticker:                      Security ID:  PLTLKPL00017
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  APR 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Elect Members of Vote Counting Commission For       For        Management
6.1   Receive Management Board Report on        None      None       Management
      Company's Activities in 2004; Receive
      Financial Statements
6.2   Receive Management Board Proposal Re:     None      None       Management
      Allocation of Income
6.3   Receive Report on Supervisory Board's     None      None       Management
      Activities in 2004; Receive Supervisory
      Board Report Re: Management Board
      Activities in 2004, 2004 Financial
      Statements, and Management Board Proposal
      on Allocation of Income
6.4   Receive Management Board Report on        None      None       Management
      Telekomunikacja Polska Group's Activities
      in 2004 and on Consolidated Financial
      Statements
6.5   Receive Supervisory Board Report Re:      None      None       Management
      Telekomunikacja Polska Group's Activities
      in 2004 and Consolidated Financial
      Statements
7.1   Approve Management Board Report on        For       For        Management
      Company's Activities in 2004
7.2   Approve Financial Statements              For       For        Management
7.3   Approve Allocation of Income              For       For        Management
7.4   Approve Allocation of Income from         For       For        Management
      Previous Years
7.5   Approve Management Board Report on        For       For        Management
      Telekomunikacja Polska Group's Activities
      in 2004
7.6   Approve Consolidated Financial Statements For       For        Management
7.7   Approve Discharge of Management and       For       For        Management
      Supervisory Boards
8     Amend Statute Re: Composition and         For       For        Management
      Election of Supervisory Board; Editorial
      Changes
9     Approve Unified Text of Statute           For       For        Management
10    Fix Number of Supervisory Board Members   For       For        Management
11    Elect Supervisory Board                   For       For        Management
12    Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

TELEKOMUNIKACJA POLSKA S.A.

Ticker:                      Security ID:  PLTLKPL00017
Meeting Date: FEB 1, 2005    Meeting Type: Special
Record Date:  JAN 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Meeting Chairman                    For       For        Management
3     Acknowledge Proper Convening of Meeting   For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Elect Members of Vote Counting Commission For       For        Management
6     Shareholder Proposal: Fix Number of       None      Against    Shareholder
      Supervisory Board Members
7     Shareholder Proposal: Elect Supervisory   None      Against    Shareholder
      Board
8     Close Meeting                             None      None       Management


- --------------------------------------------------------------------------------

UNIFIED ENERGY SYSTEMS RAO

Ticker:                      Security ID:  RU0008959655
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAY 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
2     Approve Dividends of RUB 0.06 Per         For       For        Management
      Ordinary Share and RUB 0.23 Per Preferred
      Share
3     Amend Charter                             For       For        Management
4     Approve Company's Internal Regulations    For       For        Management
5     Ratify ZAO PricewaterhouseCoopers as      For       For        Management
      Auditor
6.1   Elect Alexander Abramov as Director       For       Against    Management
6.2   Elect Andrei Akimov as Director           For       Against    Management
6.3   Elect Kyrill Androsov as Director         For       Against    Management
6.4   Elect Dmitry Bakatin as Director          For       Against    Management
6.5   Elect Sergei Beloborodov as Director      For       Against    Management
6.6   Elect Grigory Berezkin as Director        For       Against    Management
6.7   Elect Andrei Bugrov as Director           For       Against    Management
6.8   Elect Alexander Voloshin as Director      For       Against    Management
6.9   Elect German Gref as Director             For       Against    Management
6.10  Elect Oleg Deripaska as Director          For       Against    Management
6.11  Elect Valentin Zavadnikov as Director     For       Against    Management
6.12  Elect Alexei Matveev as Director          For       Against    Management
6.13  Elect Yury Medvedev as Director           For       Against    Management
6.14  Elect Sergei Oganesian as Director        For       Against    Management
6.15  Elect Sergei Popov as Director            For       Against    Management
6.16  Elect Olga Pushkareva as Director         For       Against    Management
6.17  Elect Vladimir Rashevsky as Director      For       Against    Management
6.18  Elect Seppo Remes as Director             For       For        Management
6.19  Elect Alexander Riazanov as Director      For       Against    Management
6.20  Elect Kiril Seleznev as Director          For       Against    Management
6.21  Elect Mikhail Slobodin as Director        For       Against    Management
6.22  Elect Yakov Urinson as Director           For       Against    Management
6.23  Elect Alisher Usmanov as Director         For       Against    Management
6.24  Elect David Hern as Director              For       Against    Management
6.25  Elect Victor Khristenko as Director       For       Against    Management
6.26  Elect Anatoly Chubais as Director         For       Against    Management
6.27  Elect Andrei Sharonov as Director         For       Against    Management
6.28  Elect Vladimir Shchadov as Director       For       Against    Management
6.29  Elect Ilya Shcherbovich as Director       For       Against    Management
6.30  Elect Ilya Yuzhanovich as Director        For       Against    Management
7.1   Elect Maxim Bistrov as Member of          For       For        Management
      Inspection Committee (Audit Commission)
7.2   Elect Victor Miasnikov as Member of       For       For        Management
      Inspection Committee (Audit Commission)
7.3   Elect Sergei Rumiantsev as Member of      For       For        Management
      Inspection Committee (Audit Commission)
7.4   Elect Galina Samohina as Member of        For       For        Management
      Inspection Committee (Audit Commission)
7.5   Elect Andrei Tkachenko as Member of       For       For        Management
      Inspection Committee (Audit Commission)


- --------------------------------------------------------------------------------

URALSVYAZINFORM

Ticker:                      Security ID:  RU0009048805
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  MAY 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Charter Re: Company Reorganization  For       For        Management
2     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
3     Approve Dividends of RUB 0.0271 Per       For       For        Management
      Preferred Share and RUB 0.015 Per
      Ordinary Share
4.1   Elect Vladimir Adzhalov as Director       For       Against    Management
4.2   Elect Boris Antoniuk as Director          For       Against    Management
4.3   Elect Igor Belikov as Director            For       Against    Management
4.4   Elect Vadim Belov as Director             For       Against    Management
4.5   Elect Sergei Bulancha as Director         For       Against    Management
4.6   Elect Alla Grigorieva as Director         For       Against    Management
4.7   Elect Ivan Dizer as Director              For       Against    Management
4.8   Elect Vladimir Dudchenko as Director      For       For        Management
4.9   Elect Oleg Zhdanov as Director            For       Against    Management
4.10  Elect Vladimir Kozin as Director          For       Against    Management
4.11  Elect Sergei Kuznetsov as Director        For       Against    Management
4.12  Elect Leonid Perminov as Director         For       Against    Management
4.13  Elect Vladimir Rybakin as Director        For       Against    Management
4.14  Elect Victor Sanachev as Director         For       Against    Management
4.15  Elect Vladimir Skripka as Director        For       Against    Management
4.16  Elect Juliana Sokolenko as Director       For       Against    Management
4.17  Elect Vladimir Statyin as Director        For       Against    Management
4.18  Elect Anatoly Ufimkin as Director         For       Against    Management
4.19  Elect Sergei Chernogorodsky as Director   For       Against    Management
4.20  Elect Evgeny Chechelnitsky as Director    For       Against    Management
4.21  Elect Sergei Yurpalov as Director         For       Against    Management
5     Amend Charter                             For       For        Management
6     Amend Regulations on General Meetings     For       For        Management
7     Amend Regulations on Board of Directors   For       For        Management
8.1   Elect Svetlana Balueva as Member of       For       For        Management
      Inspection Committee (Audit Commission)
8.2   Elect Svetlana Bocharova as Member of     For       For        Management
      Inspection Committee (Audit Commission)
8.3   Elect Bogdan Golubitsky as Member of      For       For        Management
      Inspection Committee (Audit Commission)
8.4   Elect Elena Zazubova as Member of         For       For        Management
      Inspection Committee (Audit Commission)
8.5   Elect Larissa Zotova as Member of         For       For        Management
      Inspection Committee (Audit Commission)
8.6   Elect Nadezhda Kalashnikova as Member of  For       For        Management
      Inspection Committee (Audit Commission)
8.7   Elect Nadezhda Kapelistaya as Member of   For       For        Management
      Inspection Committee (Audit Commission)
8.8   Elect Olga Koroleva as Member of          For       For        Management
      Inspection Committee (Audit Commission)
8.9   Elect Pavel Navoyev as Member of          For       For        Management
      Inspection Committee (Audit Commission)
8.10  Elect Alexander Tkachev as Member of      For       For        Management
      Inspection Committee (Audit Commission)
8.11  Elect Natalia Feoktistova as Member of    For       For        Management
      Inspection Committee (Audit Commission)
8.12  Elect Sergei Yankovsky as Member of       For       For        Management
      Inspection Committee (Audit Commission)
9     Ratify Ernst and Young as Auditor         For       For        Management
10    Approve Remuneration of Board of          For       For        Management
      Directors


- --------------------------------------------------------------------------------

URALSVYAZINFORM

Ticker:                      Security ID:  RU0009048805
Meeting Date: MAR 31, 2005   Meeting Type: Special
Record Date:  FEB 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reorganization of Company via     For       Did Not    Management
      Merger with CJSC Ermak RMS, Yuzhnouralsky           Vote
      Sotovy Telephon LLC (South Urals Cellular
      Phone), TyumenRusCom LLC, Uralcom LLC,
      and CJSC VSNET; Approve Merger Agreements


- --------------------------------------------------------------------------------

VIMPEL COMMUNICATIONS OJSC

Ticker:       VIP            Security ID:  68370R109
Meeting Date: OCT 8, 2004    Meeting Type: Special
Record Date:  AUG 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE AMENDMENT TO THE CHARTER  For       For        Management
      OF VIMPELCOM.


- --------------------------------------------------------------------------------

VOLGATELECOM (FRMRLY. NIZHNOSVYZINFORM)

Ticker:                      Security ID:  RU0009058234
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAY 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Annual Report, Financial          For       For        Management
      Statements, and Allocation of Income
2     Approve Dividends of RUB 1.38 Per         For       For        Management
      Ordinary Share and RUB 2.06 Per Preferred
      Share
3.1   Amend Charter                             For       For        Management
3.2   Amend Charter                             For       For        Management
3.3   Amend Charter                             For       For        Management
3.4   Amend Charter                             For       For        Management
3.5   Amend Charter                             For       For        Management
3.6   Amend Charter                             For       For        Management
3.7   Amend Charter                             For       For        Management
3.8   Amend Charter                             For       For        Management
3.9   Amend Charter                             For       For        Management
4     Amend Regulations on Board of Directors   For       For        Management
5.1   Amend Regulations of General Meetings     For       For        Management
5.2   Amend Regulations of General Meetings     For       For        Management
6.1   Elect Vladimir Andreev as Director        For       Abstain    Management
6.2   Elect Konstantin Beliaev as Director      For       Abstain    Management
6.3   Elect Maxim Bobin as Director             For       Abstain    Management
6.4   Elect Sergei Bulancha as Director         For       Abstain    Management
6.5   Elect Alla Grigorieva as Director         For       Abstain    Management
6.6   Elect Ludmila Deviatkina as Director      For       Abstain    Management
6.7   Elect Valery Degtiarev as Director        For       Abstain    Management
6.8   Elect Sergei Kuznetsov as Director        For       Abstain    Management
6.9   Elect Denis Kulikov as Director           For       Abstain    Management
6.10  Elect Georgy Romsky as Director           For       Abstain    Management
6.11  Elect Vitaly Slizen as Director           For       Abstain    Management
6.12  Elect Oleg Fedorov as Director            For       For        Management
6.13  Elect Michael Haywood as Director         For       Abstain    Management
6.14  Elect Sergei Chernogrodsky as Director    For       Abstain    Management
6.15  Elect Evgeny Chechelnitsky as Director    For       Abstain    Management
7.1   Elect Bogdan Golubitsky as Member of      For       For        Management
      Inspection Committee (Audit Commission)
7.2   Elect Tatiana Zubova as Member of         For       For        Management
      Inspection Committee (Audit Commission)
7.3   Elect Alexander Kachurin as Member of     For       For        Management
      Inspection Committee (Audit Commission)
7.4   Elect Olga Koroleva as Member of          For       For        Management
      Inspection Committee (Audit Commission)
7.5   Elect Natalia Feoktistova as Member of    For       For        Management
      Inspection Committee (Audit Commission)
8     Ratify Ernst and Young Vneshaudit as      For       For        Management
      Auditor
9     Approve Remuneration of Board of          For       For        Management
      Directors
10    Teminate Company's Membership in          For       For        Management
      Association of Operators of Federal
      Network of Business Servicing 'Iskra'
11    Teminate Company's Membership in          For       For        Management
      Association of Operators of Federal
      Cellular Newtork NMT-450
12    Teminate Company's Membership in Union of For       For        Management
      Manufacturers and Consumers of
      Communication Facilities Equipment




                                   SIGNATURES

Pursuant to the requirements of 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.

(Registrant) TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
            -------------------------------------------------------------------

By:(Signature and Title)*/s/JIMMY D. GAMBILL
                         ------------------------------------------------------
                         Jimmy D. Gambill,
                         Chief Executive Officer - Finance and Administration


Date  August 26, 2005
    --------------------------------------------------------------------------


*Print the name and title of each signing officer under his or her signature.