SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         (Amendment No. ______________)


Filed by the Registrant    /X/
Filed by a party other than the Registrant   / /

Check the appropriate box:
/ /  Preliminary proxy statement
/ /  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
/X/  Definitive proxy statement
/ /  Definitive additional materials
/ /  Soliciting material pursuant to Sec. 240.14a-12


                  TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transactions applies:

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

(1)  Amount previously paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing party:

(4)  Date filed:







[LOGO] FRANKLIN TEMPLETON INVESTMENTS

                 TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.

                       IMPORTANT SHAREHOLDER INFORMATION

   These materials are for the Annual Meeting of Shareholders scheduled for
August 24, 2007 at 12 Noon, Eastern time. The enclosed materials discuss the
proposal (the "Proposal") to be voted on at the meeting, and contain the Notice
of Meeting, proxy statement and proxy card. A proxy card is, in essence, a
ballot. When you vote your proxy, it tells us how you wish to vote on important
issues relating to Templeton Russia and East European Fund, Inc. (the "Fund").
If you specify a vote on the Proposal, your proxy will be voted as you
indicate. If you simply sign and date the proxy card, but do not specify a vote
on the Proposal, your proxy will be voted FOR the Proposal.

   We urge you to spend a few minutes reviewing the Proposal in the proxy
statement. Then, please fill out and sign the proxy card and return it to us so
that we know how you would like to vote. When shareholders return their proxies
promptly, the Fund may be able to save money by not having to conduct
additional mailings.

   We welcome your comments. If you have any questions, call Fund Information
at 1-800/DIAL BEN(R) (1-800-342-5236).


                         TELEPHONE AND INTERNET VOTING

  For your convenience, you may be able to vote by telephone or through the
  Internet, 24 hours a day. If your account is eligible, separate instructions
  are enclosed.



[LOGO] FRANKLIN TEMPLETON INVESTMENTS

                 TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.

                 NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS

   The Annual Meeting of Shareholders (the "Meeting") of Templeton Russia and
East European Fund, Inc. (the "Fund") will be held at the Fund's offices, 500
East Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on
August 24, 2007 at 12 Noon, Eastern time.

   During the Meeting, shareholders of the Fund will vote on the following
Proposal:

     .   The election of five Directors of the Fund to hold office for the
         terms specified.

                                          By Order of the Board of Directors,

                                          Robert C. Rosselot
                                          Secretary

July 12, 2007


  Please sign and promptly return the proxy card in the enclosed self-addressed
  envelope regardless of the number of shares you own.



                 TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.

                                PROXY STATEMENT

..  INFORMATION ABOUT VOTING

  Who is asking for my vote?

   The Directors of Templeton Russia and East European Fund, Inc. (the "Fund"),
in connection with the Fund's Annual Meeting of Shareholders (the "Meeting"),
have requested your vote.

  Who is eligible to vote?

   Shareholders of record at the close of business on June 22, 2007 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote (and a proportionate fractional
vote for each fractional share) on each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were first mailed to
shareholders of record on or about July 12, 2007.

  On what issue am I being asked to vote?

   You are being asked to vote on the election of five nominees to the position
of Director.

  How do the Fund's Directors recommend that I vote?

   The Directors unanimously recommend that you vote FOR the election of the
five nominees.

  How do I ensure that my vote is accurately recorded?

   You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the Internet, separate instructions are enclosed.

   Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote on the Proposal, your
proxy will be voted as you indicate. If you simply sign, date and return the
proxy card, but do not specify a vote on the Proposal, your shares will be
voted FOR the election of all nominees as Director.

  May I revoke my proxy?

   You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or by attending the Meeting and voting in
person.

  What if my shares are held in a brokerage account?

   If your shares are held by your broker, in order to vote in person at the
Meeting, you will need to obtain a "Legal Proxy" from your broker and present
it to the Inspector of Election at the Meeting. Also, in order to revoke your
proxy, you may need to forward your written revocation or a later-dated proxy
card to your broker rather than to the Fund.



..  THE PROPOSAL: ELECTION OF DIRECTORS

  How are nominees selected?

   The Board of Directors of the Fund (the "Board" or the "Directors") has a
Nominating Committee consisting of Edith E. Holiday (Chairperson), Frank J.
Crothers, and Frank A. Olson, none of whom is an "interested person" of the
Fund as defined by the Investment Company Act of 1940, as amended (the "1940
Act"). Directors who are not interested persons of the Fund are referred to as
the "Independent Directors" and Directors who are interested persons of the
Fund are referred to as the "Interested Directors."

   The Nominating Committee is responsible for selecting candidates to serve as
Directors and recommending such candidates (a) for selection and nomination as
Independent Directors by the incumbent Independent Directors and the full
Board; and (b) for selection and nomination as Interested Directors by the full
Board. In considering a candidate's qualifications, the Nominating Committee
generally considers the potential candidate's educational background, business
or professional experience, and reputation. In addition, the Nominating
Committee has established as minimum qualifications for Board membership as an
Independent Director: (1) that such candidate be independent from relationships
with the Fund's investment manager and other principal service providers both
within the terms and the spirit of the statutory independence requirements
specified under the 1940 Act and the rules thereunder; (2) that such candidate
demonstrate an ability and willingness to make the considerable time
commitment, including personal attendance at Board meetings, believed necessary
to his or her function as an effective Board member; and (3) that such
candidate have no continuing relationship as a director, officer or board
member of any U.S. registered investment company other than those within the
Franklin Templeton Investments fund complex.

   When the Board has or expects to have a vacancy, the Nominating Committee
receives and reviews information on individuals qualified to be recommended to
the full Board as nominees for election as Directors, including any
recommendations by "Qualifying Fund Shareholders" (as defined below). Such
individuals are evaluated based upon the criteria described above. To date, the
Nominating Committee has been able to identify, and expects to continue to be
able to identify, from its own resources an ample number of qualified
candidates. The Nominating Committee, however, will review recommendations from
Qualifying Fund Shareholders to fill vacancies on the Board if these
recommendations are submitted in writing and addressed to the Nominating
Committee at the Fund's offices and are presented with appropriate background
material concerning the candidate that demonstrates his or her ability to serve
as a Director, including as an Independent Director, of the Fund. A Qualifying
Fund Shareholder is a shareholder who (i) has continuously owned of record, or
beneficially through a financial intermediary, shares of the Fund having a net
asset value of not less than two hundred fifty thousand dollars ($250,000)
during the twenty-four month period prior to submitting the recommendation; and
(ii) provides a written notice to the Nominating Committee containing the
following information: (a) the name and address of the Qualifying Fund
Shareholder making the recommendation; (b) the number of shares of the Fund
which are owned of record and beneficially by such Qualifying Fund Shareholder
and the length of time that such shares have been so owned by the Qualifying
Fund Shareholder; (c) a description of all arrangements and understandings
between such Qualifying Fund Shareholder and any other person or persons
(naming such person or persons) pursuant to which the recommendation is being
made; (d) the name, age, date of birth, business address and residence address
of the person or persons being recommended; (e) such other information
regarding each person recommended by such Qualifying Fund Shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the U.S. Securities and Exchange Commission ("SEC") had the nominee
been nominated by the Board; (f) whether the shareholder making the
recommendation believes the person recommended would or would not be an
"interested person" of the Fund, as defined in the 1940 Act;

                                      2


and (g) the written consent of each person recommended to serve as a Director
of the Fund if so nominated and elected/appointed.

   The Nominating Committee may amend these procedures from time to time,
including the procedures relating to the evaluation of nominees and the process
for submitting recommendations to the Nominating Committee.

   The Board has adopted and approved a formal written charter for the
Nominating Committee. A copy of the charter was included in the Fund's proxy
statement for its 2005 Annual Meeting of Shareholders.

  Who are the nominees and Directors?

   The Board is divided into three classes. Each class has a term of three
years. Each year the term of office of one class expires. This year, the terms
of four Directors expire. Edith E. Holiday, Charles B. Johnson, Frank A. Olson
and Robert E. Wade have been nominated for four-year terms, set to expire at
the 2010 Annual Meeting of Shareholders. Gregory E. Johnson has been nominated
for a two-year term, set to expire at the 2009 Annual Meeting of Shareholders.
These terms continue, however, until successors are duly elected and qualified.
All of the nominees are currently members of the Board. Among these nominees,
Charles B. Johnson and Gregory E. Johnson are deemed to be Interested
Directors. Gregory E. Johnson is standing for election by shareholders of the
Fund for the first time. An incumbent Interested Director recommended Gregory
E. Johnson for consideration by the Nominating Committee as nominee for
Director. In addition, all of the current nominees and Directors are also
directors or trustees of other Franklin(R) funds and/or Templeton(R) funds.

   The Interested Directors of the Fund hold director and/or officer positions
with Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are Charles
B. Johnson and Rupert H. Johnson, Jr., who owned approximately 17.6% and 15.1%,
respectively, of its outstanding shares as of March 31, 2007. Resources, a
global investment management organization operating as Franklin Templeton
Investments, is primarily engaged, through various subsidiaries, in providing
investment management, share distribution, transfer agent and administrative
services to a family of investment companies. Resources is a New York Stock
Exchange ("NYSE") listed holding company (NYSE: BEN). Charles B. Johnson,
Chairman of the Board, Director and Vice President of the Fund, and Gregory E.
Johnson, Director of the Fund, are father and son. Rupert H. Johnson, Jr., Vice
President of the Fund, is the brother of Charles B. Johnson and the uncle of
Gregory E. Johnson. There are no other family relationships among any of the
Directors or nominees for Director.

   Each nominee currently is available and has consented to serve if elected.
If any of the nominees should become unavailable, the designated proxy holders
will vote in their discretion for another person or persons who may be
nominated as Directors.

   Listed below, for the nominees and Directors, are their names, year of birth
and addresses, as well as their positions and length of service with the Fund,
principal occupations during the past five years, the number of portfolios in
the Franklin Templeton Investments fund complex that they oversee, and other
directorships held by the nominee or Director.

                                      3


Nominees for Independent Director to serve until 2010 Annual Meeting of
Shareholders:



                                                                   Number of
                                                                 Portfolios in
                                                                   Franklin
                                                                   Templeton
                                                                  Investments
                                                                 Fund Complex
                                               Length of Time     Overseen by
Name, Year of Birth and Address    Position        Served          Director*        Other Directorships Held
- ------------------------------------------------------------------------------------------------------------------
                                                                     
Edith E. Holiday (1952)            Director      Since 1996           140        Director, Hess Corporation
 500 East Broward Blvd.                                                          (formerly, Amerada Hess
 Suite 2100                                                                      Corporation) (exploration and
 Fort Lauderdale, FL 33394-3091                                                  refining of oil and gas), H.J.
                                                                                 Heinz Company (processed
                                                                                 foods and allied products), RTI
                                                                                 International Metals, Inc.
                                                                                 (manufacture and distribution
                                                                                 of titanium), Canadian
                                                                                 National Railway (railroad)
                                                                                 and White Mountains
                                                                                 Insurance Group, Ltd. (holding
                                                                                 company).

Principal Occupation During Past 5 Years:
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States
and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990);
and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States
Treasury Department (1988-1989).
- ------------------------------------------------------------------------------------------------------------------


                                      4




                                                              Number of
                                                            Portfolios in
                                                              Franklin
                                                              Templeton
                                                             Investments
                                                            Fund Complex
                                            Length of Time   Overseen by
Name, Year of Birth and Address   Position      Served        Director*       Other Directorships Held
- -----------------------------------------------------------------------------------------------------------
                                                               
Frank A. Olson (1932)             Director    Since 2003         140       Director, Hess Corporation
 500 East Broward Blvd.                                                    (formerly, Amerada Hess
 Suite 2100                                                                Corporation) (exploration and
 Fort Lauderdale, FL 33394-3091                                            refining of oil and gas) and
                                                                           Sentient Jet (private jet
                                                                           service); and formerly,
                                                                           Director, Becton Dickinson
                                                                           and Company (medical
                                                                           technology), Cooper
                                                                           Industries, Inc. (electrical
                                                                           products and tools and
                                                                           hardware), Health Net, Inc.
                                                                           (formerly, Foundation Health)
                                                                           (integrated managed care), The
                                                                           Hertz Corporation (car rental),
                                                                           Pacific Southwest Airlines,
                                                                           The RCA Corporation,
                                                                           Unicom (formerly,
                                                                           Commonwealth Edison), UAL
                                                                           Corporation (airlines) and
                                                                           White Mountains Insurance
                                                                           Group, Ltd. (holding
                                                                           company).

Principal Occupation During Past 5 Years:
Chairman Emeritus, The Hertz Corporation (since 2000) (Chairman of the Board (1980-2000) and Chief
Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer,
UAL Corporation.
- -----------------------------------------------------------------------------------------------------------
Robert E. Wade (1946)             Director    Since 2006         33        Director, El Oro and
 500 East Broward Blvd.                                                    Exploration Co., p.l.c.
 Suite 2100                                                                (investments) and ARC
 Fort Lauderdale, FL 33394-3091                                            Wireless Solutions, Inc.
                                                                           (wireless components and
                                                                           network products).

Principal Occupation During Past 5 Years:
Practicing attorney.
- -----------------------------------------------------------------------------------------------------------


                                      5


Nominee for Interested Director to serve until 2010 Annual Meeting of
Shareholders:



                                                                     Number of
                                                                   Portfolios in
                                                                     Franklin
                                                                     Templeton
                                                                    Investments
                                                                   Fund Complex
                                                   Length of Time   Overseen by
Name, Year of Birth and Address      Position          Served        Director*    Other Directorships Held
- -----------------------------------------------------------------------------------------------------------
                                                                      
  **Charles B. Johnson (1933)      Chairman of      Chairman of         140                 None
   One Franklin Parkway             the Board,       the Board
   San Mateo, CA 94403-1906        Director and    since 1995 and
                                  Vice President    Director and
                                                   Vice President
                                                     since 1994

Principal Occupation During Past 5 Years:
Chairman of the Board, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director,
Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton
Investments.
- -----------------------------------------------------------------------------------------------------------


Nominee for Interested Director to serve until 2009 Annual Meeting of
Shareholders:

                                                                                                     

            **Gregory E. Johnson (1961)              Director             Since 2006             91              None
             One Franklin Parkway
             San Mateo, CA 94403-1906

            Principal Occupation During Past 5 Years:
            Director, President and Chief Executive Officer, Franklin Resources, Inc.; Director, Templeton Global Advisors
            Limited; President, Templeton Worldwide, Inc.; Vice President and Director, Franklin Advisers, Inc.; and officer
            and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of
            33 of the investment companies in Franklin Templeton Investments.
            ---------------------------------------------------------------------------------------------------------------------


                                      6


Independent Directors serving until 2009 Annual Meeting of Shareholders:



                                                               Number of
                                                             Portfolios in
                                                               Franklin
                                                               Templeton
                                                              Investments
                                                             Fund Complex
                                             Length of Time   Overseen by
Name, Year of Birth and Address   Position       Served        Director*        Other Directorships Held
- -------------------------------------------------------------------------------------------------------------
                                                                
Frank J. Crothers (1944)          Director     Since 1998         19        Director, Fortis, Inc. (utility
 500 East Broward Blvd.                                                     holding company), Nuinsco
 Suite 2100                                                                 Resources Limited (mineral
 Fort Lauderdale, FL 33394-3091                                             exploration), Fidelity
                                                                            Merchant Bank & Trust
                                                                            (Cayman) Limited (financial
                                                                            services), C.A. Bancorp Inc.
                                                                            (financial services), Victory
                                                                            Nickel Inc. (mineral
                                                                            exploration), Abaco Markets
                                                                            Limited (retail distributors),
                                                                            Belize Electricity Limited
                                                                            (electric utility) and Caribbean
                                                                            Utility Company, Ltd.
                                                                            (electric utility).

Principal Occupation During Past 5 Years:
Chairman, Island Corporate Holdings Ltd.; Director and Vice Chairman, Caribbean Utilities Company Ltd.;
Director, Provo Power Company Ltd.; director of various other business and nonprofit organizations; and
formerly, Chairman, Atlantic Equipment & Power Ltd. (1977-2003).
- -------------------------------------------------------------------------------------------------------------
David W. Niemiec (1949)           Director     Since 2005         19        Director, Emeritus Corporation
 500 East Broward Blvd.                                                     (assisted living) and OSI
 Suite 2100                                                                 Pharmaceuticals, Inc.
 Fort Lauderdale, FL 33394-3091                                             (pharmaceutical products).

Principal Occupation During Past 5 Years:
Advisor, Saratoga Partners (private equity fund); Director, various private companies; and formerly, Managing
Director, Saratoga Partners (1998-2001) and SBC Warburg Dillon Read (investment banking) (1997-1998);
Vice Chairman, Dillon, Read & Co. Inc. (investment banking) (1991-1997); and Chief Financial Officer, Dillon,
Read & Co. Inc. (1982-1997).
- -------------------------------------------------------------------------------------------------------------


                                      7


Independent Directors serving until 2008 Annual Meeting of Shareholders:



                                                                      Number of
                                                                    Portfolios in
                                                                      Franklin
                                                                      Templeton
                                                                     Investments
                                                                    Fund Complex
                                                   Length of Time    Overseen by
Name, Year of Birth and Address         Position       Served         Director*    Other Directorships Held
- ------------------------------------------------------------------------------------------------------------
                                                                       
Harris J. Ashton (1932)                 Director     Since 1994          140       Director, Bar-S Foods
 500 East Broward Blvd.                                                            (meat packing company).
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until
2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery
and craft centers) (until 1998).
- ------------------------------------------------------------------------------------------------------------
Larry D. Thompson (1945)                Director     Since 2005          140                None
 500 East Broward Blvd.
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Vice President--Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products);
and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (1997-2001);
Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of
Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).
- ------------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (1954)     Director     Since 1997          19                 None
 500 East Broward Blvd.
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and formerly,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore
Medical Center (1982-1985).
- ------------------------------------------------------------------------------------------------------------


 * We base the number of portfolios on each separate series of the U.S.
   registered investment companies within the Franklin Templeton Investments
   fund complex. These portfolios have a common investment manager or
   affiliated investment managers, and also may share a common underwriter.

** Charles B. Johnson and Gregory E. Johnson are "interested persons" of the
   Fund as defined by the 1940 Act. The 1940 Act limits the percentage of
   interested persons that can comprise a fund's board of directors. Charles B.
   Johnson is considered an interested person of the Fund due to his position
   as an officer, director and major shareholder of Resources, which is the
   parent company of the Fund's investment manager, and his position with the
   Fund. Gregory E. Johnson is considered an interested person of the Fund due
   to his position as an officer, director and shareholder of Resources.
   Charles B. Johnson is the father of Gregory E. Johnson. The remaining
   Directors of the Fund are Independent Directors.

                                      8


   The following tables provide the dollar range of the equity securities of
the Fund and of all U.S. registered funds in the Franklin Templeton Investments
fund complex beneficially owned by the Directors as of May 31, 2007.

Independent Directors:



                                                       Aggregate Dollar Range of Equity
                              Dollar Range of Equity    Securities in all Funds in the
                              Securities in the Fund          Franklin Templeton
Name of Director               (Number of Shares)*         Investments Fund Complex
- ---------------------------------------------------------------------------------------
                                                 
Harris J. Ashton............ $50,000--$100,000 (1,000)          Over $100,000
Frank J. Crothers...........           None                     Over $100,000
Edith E. Holiday............     $1--$10,000 (100)              Over $100,000
David W. Niemiec............           None                     Over $100,000
Frank A. Olson..............           None                     Over $100,000
Larry D. Thompson...........           None                     Over $100,000
Constantine D. Tseretopoulos           None                     Over $100,000
Robert E. Wade..............           None                     Over $100,000


Interested Directors:



                                             Aggregate Dollar Range of Equity
                      Dollar Range of Equity  Securities in all Funds in the
                      Securities in the Fund        Franklin Templeton
   Name of Director    (Number of Shares)*       Investments Fund Complex
   --------------------------------------------------------------------------
                                       
   Charles B. Johnson Over $100,000 (50,000)          Over $100,000
   Gregory E. Johnson          None                   Over $100,000


*  To the knowledge of the Fund's management, as of May 31, 2007, no nominee or
   Director of the Fund, or officer of the Fund, owned 1% or more of the
   outstanding shares of the Fund. No officers of the Fund, other than
   Mr. Charles B. Johnson, owned shares of the Fund. As of such date, the
   Directors and officers of the Fund owned, as a group, less than 1% of the
   Fund's outstanding shares. In addition, Templeton Asset Management Ltd., the
   Fund's investment manager, owns directly 1,445 shares of the Fund, and
   Templeton Worldwide, Inc. ("TWI"), an affiliate of Templeton Asset
   Management Ltd., owns directly 9,597 shares of the Fund. Certain officers
   and Interested Directors of the Fund are also officers and/or directors of
   Templeton Asset Management, Ltd. and/or TWI, and in such capacity may
   participate in the voting of such shares. However, such officers and
   Interested Directors disclaim beneficial ownership of any such shares of the
   Fund owned by Templeton Asset Management Ltd. and TWI.

  How often do the Directors meet and what are they paid?

   The role of the Directors is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of all of the
Fund's shareholders. The Directors anticipate meeting at least five times
during the current fiscal year to review the operations of the Fund and the
Fund's investment performance, and more frequently as necessary. The Directors
also oversee the services furnished to the Fund by Templeton Asset Management
Ltd., the Fund's investment manager (the "Investment Manager"), and various
other service providers. The Fund currently pays the Independent Directors an
annual retainer of $2,250 and a fee of $100 per Board meeting attended.
Directors serving on the Audit Committee of the Fund and other investment
companies in Franklin Templeton Investments receive a flat fee of $2,000 per
Audit Committee meeting attended, a portion of which is

                                      9


allocated to the Fund. Members of a committee are not compensated for any
committee meeting held on the day of a Board meeting. The compensation of
Independent Directors is established by the Independent Directors.

   During the fiscal year ended March 31, 2007, there were five meetings of the
Board, three meetings of the Audit Committee, and four meetings of the
Nominating Committee. Each Director then in office attended at least 75% of the
aggregate of the total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which the Director served. The
Fund does not currently have a formal policy regarding Directors' attendance at
the annual shareholders' meeting. No Directors attended the Fund's last annual
meeting held on August 25, 2006.

   Independent Directors are also reimbursed for expenses incurred in
connection with Board meetings. Certain Directors and officers of the Fund are
shareholders of Resources and may receive indirect remuneration due to their
participation in management fees and other fees received by the Investment
Manager and its affiliates from the funds in Franklin Templeton Investments.
The Investment Manager or its affiliates pay the salaries and expenses of the
officers. No pension or retirement benefits are accrued as part of Fund
expenses.

   The table below indicates the total fees paid to Independent Directors by
the Fund individually and by all of the funds in Franklin Templeton Investments
fund complex. These Directors also serve as directors or trustees of other
funds in Franklin Templeton Investments, many of which hold meetings at
different dates and times. The Directors and the Fund's management believe that
having the same individuals serving on the boards of many of the funds in
Franklin Templeton Investments enhances the ability of each fund to obtain, at
a relatively modest cost to each separate fund, the services of high caliber,
experienced and knowledgeable Independent Directors who can bring their
experience and talents to, and effectively oversee the management of, several
funds.



                                                                                Number of Boards within
                                 Aggregate        Total Compensation from          Franklin Templeton
                               Compensation          Franklin Templeton         Investments Fund Complex
      Name of Director       from the Fund/(1)/ Investments Fund Complex/(2)/ on which Director Serves/(3)/
      ----------------       -----------------  ----------------------------  ----------------------------
                                                                     
Harris J. Ashton............      $2,862                  $409,510                         42
Frank J. Crothers...........       2,779                   155,950                         14
S. Joseph Fortunato/(4)/....       1,325                   292,948                        N/A
Edith E. Holiday............       2,750                   422,501                         42
Gordon S. Macklin/(5)/......       1,325                   302,820                        N/A
David W. Niemiec............       2,290                   155,950                         14
Frank A. Olson..............       2,779                   373,818                         42
Larry D. Thompson...........       2,275                   147,950                         42
Constantine D. Tseretopoulos       2,779                   155,950                         14
Robert E. Wade/(6)/.........       2,275                   365,362                         18

- --------
/(1)/ Compensation received for the fiscal year ended March 31, 2007.
/(2)/ Compensation received for the calendar year ended December 31, 2006.
/(3)/ We base the number of boards on the number of U.S. registered investment
      companies in the Franklin Templeton Investments fund complex. This number
      does not include the total number of series or funds within each
      investment company for which the Board members are responsible. Franklin
      Templeton Investments currently includes 46 U.S. registered investment
      companies, with approximately 154 U.S. based funds or series.
/(4)/ Mr. Fortunato retired effective as of the close of business September 5,
      2006.
/(5)/ Mr. Macklin retired effective as of the close of business on
      September 12, 2006.
/(6)/ Mr. Wade also is an Independent Board member of Franklin Mutual Series
      Fund Inc. and may, in the future, receive payments pursuant to a
      discontinued retirement plan that generally provides payments to
      Independent Board members who have served seven years or longer for such
      Fund.

                                      10


   Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board member
invest one-third of the fees received for serving as a director or trustee of a
Templeton fund (excluding committee fees) in shares of one or more Templeton
funds (which may include the fund) until the value of such investments equals
or exceeds five times the annual retainer and regular Board meeting fees paid
to such board member. Investments in the name of family members or entities
controlled by a board member constitute fund holdings of such board member for
purposes of this policy, and a three-year phase-in period applies to such
investment requirements for newly elected board members. In implementing such
policy, a board member's fund holdings existing on February 27, 1998, are
valued as of such date with subsequent investments valued at cost.

  Who are the Executive Officers of the Fund?

   Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. Listed below, for the Executive Officers, are their
names, year of birth and addresses, as well as their positions and length of
service with the Fund, and principal occupations during the past five years.



Name, Year of Birth and Address                  Position                       Length of Time Served
- ------------------------------------------------------------------------------------------------------------------
                                                                   
 Charles B. Johnson                       Chairman of the Board,             Director and Vice President
                                               Director and              since 1994 and Chairman of the Board
                                              Vice President                          since 1995

Please refer to the table "Nominees for Interested Director to serve until 2010 Annual Meeting of Shareholders"
for additional information about Mr. Charles B. Johnson.
- ------------------------------------------------------------------------------------------------------------------
 Mark Mobius (1936)                            President and                   President since 1994 and
 17th Floor, The Chater House            Chief Executive Officer--            Chief Executive Officer--
  8 Connaught Road                         Investment Management           Investment Management since 2002
  Central Hong Kong

Principal Occupation During Past 5 Years:
Portfolio Manager of various Templeton advisory affiliates; Managing Director, Templeton Asset Management
Ltd.; and officer and/or director, as the case may be, of some of the subsidiaries of Franklin Resources, Inc. and
of six of the investment companies in Franklin Templeton Investments; and formerly, President, International
Investment Trust Company Limited (investment manager of Taiwan R.O.C. Fund) (1986-1987); and Director,
Vickers da Costa, Hong Kong (1983-1986).
- ------------------------------------------------------------------------------------------------------------------
 Rupert H. Johnson, Jr. (1940)                Vice President                          Since 1996
  One Franklin Parkway
  San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Vice Chairman, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin
Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and
officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc.
and of 44 of the investment companies in Franklin Templeton Investments.
- ---------------------------------------------------------------------------------------------------------------------


                                      11




Name, Year of Birth and Address                       Position                    Length of Time Served
- ----------------------------------------------------------------------------------------------------------------
                                                                            
Jimmy D. Gambill (1947)                      Senior Vice President and                 Since 2002
 500 East Broward Blvd.                      Chief Executive Officer--
 Suite 2100                                  Finance and Administration
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of
some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin
Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
Jeffrey A. Everett (1964)                          Vice President                      Since 2001
 P. O. Box N-7759
 Lyford Cay, Nassau
 Bahamas

Principal Occupation During Past 5 Years:
Chairman, President and Director, Templeton Global Advisors Limited; and officer of 14 of the investment
companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------
John R. Kay (1940)                                 Vice President                      Since 1994
 500 East Broward Blvd.
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Vice President, Templeton Worldwide, Inc.; Senior Vice President, Franklin Templeton Services, LLC; and
officer of some of the other subsidiaries of Franklin Resources, Inc. and of 32 of the investment companies in
Franklin Templeton Investments; and formerly, Vice President and Controller, Keystone Group, Inc.
- ----------------------------------------------------------------------------------------------------------------
Craig S. Tyle (1960)                             Vice President and                    Since 2005
 One Franklin Parkway                           Assistant Secretary
 San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries
of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and
formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute
(ICI) (1997-2004).
- -----------------------------------------------------------------------------------------------------------------
David P. Goss (1947)                             Vice President and                    Since 2000
 One Franklin Parkway                           Assistant Secretary
 San Mateo, CA 94403-1906

Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the
subsidiaries of Franklin Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton
Investments.
- ----------------------------------------------------------------------------------------------------------------


                                      12




Name, Year of Birth and Address               Position                       Length of Time Served
- --------------------------------------------------------------------------------------------------------------
                                                                
Robert C. Rosselot (1960)                     Secretary                           Since 2004
 500 East Broward Blvd.
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources,
Inc.; Vice President and Assistant Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and
Trust Officer, Fiduciary Trust International of the South; and officer of 14 of the investment companies in
Franklin Templeton Investments.
- --------------------------------------------------------------------------------------------------------------
Galen G. Vetter (1951)               Chief Financial Officer and                  Since 2004
 500 East Broward Blvd.               Chief Accounting Officer
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin
Templeton Investments; and formerly, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner,
McGladrey & Pullen, LLP (1979-1987 and 1991-2004).
- --------------------------------------------------------------------------------------------------------------
Gregory R. Seward (1956)                      Treasurer                           Since 2004
 500 East Broward Blvd.
 Suite 2100
 Fort Lauderdale, FL 33394-3091

Principal Occupation During Past 5 Years:
Vice President, Franklin Templeton Services, LLC; officer of 16 of the investment companies in Franklin
Templeton Investments; and formerly, Vice President, JPMorgan Chase (2000-2004) and American General
Financial Group (1991-2000).
- --------------------------------------------------------------------------------------------------------------
James M. Davis (1952)                 Chief Compliance Officer        Chief Compliance Officer since 2004
 One Franklin Parkway                  and Vice President--AML              and Vice President--AML
 San Mateo, CA 94403-1906                    Compliance                      Compliance since 2006

Principal Occupation During Past 5 Years:
Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly,
Director of Compliance, Franklin Resources, Inc. (1994-2001).
- --------------------------------------------------------------------------------------------------------------


                                      13


..  ADDITIONAL INFORMATION ABOUT THE FUND

   The Investment Manager.  The Investment Manager of the Fund is Templeton
Asset Management Ltd., a Singapore company with an office at 7 Temasek Blvd.,
Suntee Tower One, #38-03, Singapore 03987. Pursuant to an investment management
agreement, the Investment Manager manages the investment and reinvestment of
Fund assets. The Investment Manager is an indirect, wholly owned subsidiary of
Resources.

   The Administrator.  The administrator of the Fund is Franklin Templeton
Services, LLC ("FT Services"), with offices at 500 East Broward Boulevard,
Suite 2100, Fort Lauderdale, Florida 33394-3091. FT Services is an indirect,
wholly owned subsidiary of Resources and an affiliate of the Investment
Manager. Pursuant to an administration agreement, FT Services performs certain
administrative functions for the Fund.

   The Transfer Agent.  The transfer agent, registrar and dividend disbursement
agent for the Fund is Mellon Investor Services LLC, 480 Washington Boulevard,
Jersey City, New Jersey 07310.

   The Custodian.  The custodian for the Fund is JPMorgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.

   Other Matters.  The Fund's last audited financial statements and annual
report for the fiscal year ended March 31, 2007, are available free of charge.
To obtain a copy, please call 1-800/DIAL BEN(R) (1-800-342-5236) or forward a
written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030,
St. Petersburg, Florida 33733-8030.

   Principal Shareholders.  As of June 22, 2007, the Fund had 5,479,779 shares
outstanding and total net assets of $347,963,489.42. The Fund's shares are
listed on the NYSE (NYSE: TRF). From time to time, the number of shares held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. To the knowledge of the
Fund's management, as of June 22, 2007, there were no other entities holding
beneficially or of record more than 5% of the Fund's outstanding shares.

   In addition, to the knowledge of the Fund's management, as of June 22, 2007,
no nominee or Director of the Fund owned 1% or more of the outstanding shares
of the Fund, and the Directors and officers of the Fund owned, as a group, less
than 1% of the outstanding shares of the Fund.

   Contacting the Board of Directors.  If a shareholder wishes to send a
communication to the Board, such correspondence should be in writing and
addressed to the Board of Directors at the Fund's offices, 500 East Broward
Boulevard, Suite 2100, Fort Lauderdale, FL 33394-3091, Attention: Secretary.
The correspondence will be given to the Board for review and consideration.

..  AUDIT COMMITTEE

   Audit Committee and Independent Registered Public Accounting Firm.  The
Fund's Audit Committee is responsible for the appointment, compensation and
retention of the Fund's independent registered public accounting firm
("auditors"), including evaluating their independence, recommending the
selection of the Fund's auditors to the full Board, and meeting with such
auditors to consider and review matters relating to the Fund's financial
reports and internal auditing. The Audit Committee is comprised of Messrs.
Olson (Chairman), Crothers, Niemiec and Tseretopoulos, all of whom are
Independent Directors and also are considered to be "independent" as that term
is defined by the listing standards applicable to the Fund.

                                      14


   Selection of Auditors.  The Audit Committee and the Board have selected the
firm of PricewaterhouseCoopers LLP ("PwC") as auditors of the Fund for the
current fiscal year. Representatives of PwC are not expected to be present at
the Meeting, but will have the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.

   Audit Fees.  The aggregate fees paid to PwC for professional services
rendered by PwC for the audit of the Fund's annual financial statements or for
services that are normally provided by PwC in connection with statutory and
regulatory filings or engagements were $74,654 for the fiscal year ended
March 31, 2007 and $85,488 for the fiscal year ended March 31, 2006.

   Audit-Related Fees.  For the fiscal years ended March 31, 2007 and March 31,
2006, there were no fees paid to PwC for assurance and related services by PwC
that are reasonably related to the performance of the audit or review of the
Fund's financial statements and not reported under "Audit Fees" above.

   In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services to be provided to the Investment Manager and certain
entities controlling, controlled by, or under common control with the
Investment Manager that provide ongoing services to the Fund, which engagements
relate directly to the operations and financial reporting of the Fund. For
fiscal years ended March 31, 2007 and 2006, there were no fees paid to PwC for
assurance and related services.

   Tax Fees.  The aggregate fees paid for professional services rendered by PwC
for tax compliance, tax advice and tax planning were $4,350 for the fiscal year
ended March 31, 2007 and $0 for the fiscal year ended March 31, 2006.

   In addition, the Audit Committee pre-approves PwC's engagement for tax
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $49,961 for the fiscal year ended March 31, 2007 and $4,955 for the fiscal
year ended March 31, 2006. The services for which these fees were paid included
tax compliance and advice.

   All Other Fees.  The aggregate fees paid for products and services provided
by PwC to the Fund, other than the services reported above, were $189 for the
fiscal year ended March 31, 2007 and $0 for the fiscal year ended March 31,
2006. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.

   In addition, the Audit Committee pre-approves PwC's engagement for other
services with the Investment Manager and certain entities controlling,
controlled by, or under common control with the Investment Manager that provide
ongoing services to the Fund, which engagements relate directly to the
operations and financial reporting of the Fund. The aggregate fees paid to PwC
for such other services and not reported above were $175,672 for the fiscal
year ended March 31, 2007 and $652 for the fiscal year ended March 31, 2006.
The services for which these fees were paid included seminars and review of
materials provided to the Board in connection with the investment management
contract renewal process.

   Aggregate Non-Audit Fees.  The aggregate fees for non-audit services
provided by PwC to the Fund, to the Investment Manager or to any entity
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund were $230,172 for the fiscal year
ended March 31, 2007 and

                                      15


$5,607 for the fiscal year ended March 31, 2006. The aggregate non-audit fees
are comprised of the amounts shown under Tax Fees and All Other Fees above for
the fiscal years ended March 31, 2007 and March 31, 2006, respectively.

   The Audit Committee has determined that the provision of the non-audit
services that were rendered to the Investment Manager and to any entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund is compatible with maintaining PwC's
independence.

   Audit Committee Pre-Approval Policies and Procedures.  As of the date of
this proxy statement, the Audit Committee has not adopted written pre-approval
policies and procedures. As a result, all such services described above and
provided by PwC must be directly pre-approved by the Audit Committee.

   Audit Committee Report.  The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter was included in the Fund's proxy
statement for its 2005 Annual Meeting of Shareholders.

   As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
auditors, to discuss the financial statements.

   The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board Standard No. 1. The Audit Committee
also received the report of PwC regarding the results of their audit. In
connection with their review of the financial statements and the auditors'
report, the members of the Audit Committee discussed with a representative of
PwC, PwC's independence, as well as the following: the auditors'
responsibilities in accordance with generally accepted auditing standards; the
auditors' responsibilities for information prepared by management that
accompanies the Fund's audited financial statements and any procedures
performed and the results; the initial selection of, and whether there were any
changes in, significant accounting policies or their application; management's
judgments and accounting estimates; whether there were any significant audit
adjustments; whether there were any disagreements with management; whether
there was any consultation with other accountants; whether there were any major
issues discussed with management prior to the auditors' retention; whether the
auditors encountered any difficulties in dealing with management in performing
the audit; and the auditors' judgments about the quality of the Fund's
accounting principles.

   Based on its review and discussions with management and the Fund's auditors,
the Audit Committee did not become aware of any material misstatements or
omissions in the financial statements. Accordingly, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Fund's Annual Report to Shareholders for the fiscal year ended March 31,
2007 for filing with the U.S. Securities and Exchange Commission.

                                      AUDIT COMMITTEE

                                      Frank A. Olson, Chairman
                                      Frank J. Crothers
                                      David W. Niemiec
                                      Constantine D. Tseretopoulos

                                      16


..  FURTHER INFORMATION ABOUT VOTING AND THE MEETING

   Solicitation of Proxies.  Your vote is being solicited by the Directors. The
cost of soliciting proxies, including the fees of a proxy soliciting agent, is
borne by the Fund. The Fund reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. In addition, the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation would be primarily by mail, but may also
include telephone, facsimile, electronic or other means of communication. If
the Fund does not receive your proxy by a certain time you may receive a
telephone call from a proxy soliciting agent asking you to vote. If
professional proxy solicitors are retained, it is expected that soliciting fees
would be approximately $5,000, plus expenses. The Fund does not reimburse
Directors and officers of the Fund, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Fund intends to
pay all costs associated with the solicitation and the Meeting.

   Voting by Broker-Dealers.  The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
current NYSE Rules permit the broker-dealers to vote on the Proposal on behalf
of their customers and beneficial owners. Certain broker-dealers may exercise
discretion over shares held in their name for which no instructions are
received by voting these shares in the same proportion as they vote shares for
which they received instructions.

   Quorum.  A majority of the shares entitled to vote--present in person or
represented by proxy--constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item will all be counted as shares present and entitled to
vote for purposes of determining whether the required quorum of shares exists.

   Method of Tabulation.  The Proposal to elect Directors requires the
affirmative vote of the holders of a plurality of the Fund's shares present and
voting on the Proposal at the Meeting. Abstentions and broker non-votes will be
treated as votes present at the Meeting, but will not be treated as votes cast.
Abstentions and broker non-votes, therefore, will have no effect on the
Proposal.

   Adjournment.  The holders of a majority of shares entitled to vote at the
Meeting and present in person or by proxy, whether or not sufficient to
constitute a quorum, or any officer present entitled to preside or act as
Secretary of the Meeting may adjourn the Meeting. Such authority to adjourn the
Meeting may be used in the event that a quorum is not present at the Meeting or
in the event that a quorum is present but sufficient votes have not been
received to approve the Proposal or to permit further solicitation of proxies
or for any other reason consistent with Maryland law and the Fund's Articles of
Incorporation and By-Laws. Unless otherwise instructed by a shareholder
granting a proxy, the persons designated as proxies may use their discretionary
authority to vote as instructed by management of the Fund on questions of
adjournment and on any other proposals raised at the Meeting to the extent
permitted by the SEC's proxy rules, including proposals for which management of
the Fund did not have timely notice, as set forth in the SEC's proxy rules and
the Fund's proxy statement for the 2006 annual meeting.

                                      17


   Shareholder Proposals.  The Fund anticipates that its 2008 Annual Meeting of
Shareholders will be held on or about August 22, 2008. A shareholder who wishes
to submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 2008 Annual Meeting of Shareholders must send such written
proposal to the Fund's offices, at 500 East Broward Boulevard, Suite 2100, Fort
Lauderdale, Florida 33394-3091, Attention: Secretary, so that it is received no
later than March 14, 2008 in order to be included in the Fund's proxy statement
and proxy card relating to that meeting and presented at the meeting.

   A shareholder of the Fund who has not submitted a written proposal for
inclusion in the Fund's proxy statement by March 14, 2008, as described above,
may nonetheless present a proposal at the Fund's 2008 Annual Meeting of
Shareholders if such shareholder notifies the Fund in writing, at the Fund's
offices, of such proposal by May 28, 2008. If a shareholder fails to give
notice by this date, then the persons designated as proxies for the 2008 Annual
Meeting of Shareholders may exercise discretionary voting power with respect to
any such proposal.

   Submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the Fund's proxy statement or presented at the
meeting.

   A shareholder proposal may be presented at the 2008 Annual Meeting of
Shareholders only if such proposal concerns a matter that may be properly
brought before the meeting under applicable federal proxy rules and state law.

                                          By Order of the Board of Directors,

                                          Robert C. Rosselot
                                          Secretary

July 12, 2007

                                      18


                                                              TLTRF PROXY 08/07






The Board of Directors unanimously recommends a vote FOR the Proposal.           Please
                                                                                 mark here     |_|
                                                                                 if address
                                                                                 change or
                                                                                 comment
                                                                                 noted on proxy

Proposal -- Election of Directors.

                                   
                                              WITHHOLD           Nominees: 01 Edith E. Holiday, 02 Charles B. Johnson,
             FOR all nominees                 AUTHORITY                    03 Gregory E. Johnson, 04 Frank A. Olson and
             listed (except as               to vote for                   05 Robert E. Wade
           marked to the right)          all nominees listed
                   |_|                           |_|             To withhold authority to vote for any individual
                                                                 nominee, write that nominee's name on the line below.


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


                                                              YES        NO
                             I PLAN TO ATTEND THE MEETING.    |_|       |_|



Signature(s):                                                Dated       , 2007
             -----------------------------------------------      -------

Please sign exactly as your name appears on this Proxy.  If signing for estates,
trusts or corporations,  title or capacity should be stated.  If shares are held
jointly, each holder should sign.



================================================================================
                           /\ FOLD AND DETACH HERE /\



                  TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
                ANNUAL MEETING OF SHAREHOLDERS - AUGUST 24, 2007

      The undersigned hereby revokes all previous proxies for his/her shares and
appoints SHEILA M. BARRY, ROBERT C. ROSSELOT and LORI A. WEBER, and each of
them, proxies of the undersigned with full power of substitution to vote all
shares of Templeton Russia and East European Fund, Inc. (the "Fund") that the
undersigned is entitled to vote at the Fund's Annual Meeting of Shareholders
(the "Meeting") to be held at 500 East Broward Boulevard, 12th Floor, Fort
Lauderdale, Florida 33394 at 12 Noon Eastern time, on August 24, 2007, including
any postponements or adjournments thereof, upon the matter set forth below and
instructs them to vote upon any other matters that may properly be acted upon at
the Meeting.

      This Proxy is solicited on behalf of the Board of Directors. It will be
voted as specified. If no specification is made, this Proxy shall be voted FOR
the Proposal (including all nominees for director). If any other matters
properly come before the Meeting to be voted on, the proxy holders will vote,
act and consent on those matters in accordance with the views of management.

                 (Continued and to be signed on the other side)


================================================================================
                           /\ FOLD AND DETACH HERE /\

                             You can now access your
          Templeton Russia and East European Fund, Inc. account online.

Access your Fund account online via Investor ServiceDirect(R) (ISD).

Mellon Investor Services LLC, Transfer Agent for the Fund, now makes it easy and
convenient to get current information on your shareholder account.

    o View account status                   o Make address changes
    o View certificate history              o Obtain a duplicate 1099 tax form
    o View book-entry information           o Establish/change your PIN
    o View payment history for dividends

              Visit us on the web at http://www.melloninvestor.com

          For Technical Assistance Call 1-877-978-7778 between 9am-7pm
                           Monday-Friday Eastern Time

             Investor ServiceDirect(R) is a registered trademark of
                          Mellon Investor Services LLC