SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-12
TEMPLETON CHINA WORLD FUND, INC.
--------------------------------
(Name of Registrant as Specified In Its Charter)
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
-----------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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:
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
[HARVARD MANAGMENT COMPANY, INC. LOGO]
January 16, 2003
Dear Fellow Stockholders of Templeton China World Fund, Inc.:
Harvard has long urged management of Templeton China World Fund to take steps to
enhance stockholder value. When Harvard made constructive suggestions to
management, we expected that Templeton Asset Management Ltd., a self-styled
champion of stockholder rights, would respond enthusiastically. BUT AFTER YEARS
OF WHAT WE CONSIDER WHOLLY INADEQUATE RESPONSES, WE HAVE CONCLUDED THAT
TEMPLETON ITSELF IS THE STUMBLING BLOCK AND THAT EXTRAORDINARY ACTION IS
REQUIRED.
So, in September, Harvard filed a stockholder proposal to terminate Templeton's
management contract with the Fund -- and finally management responded. Templeton
is proposing to open-end the Fund but, confusingly, has repeatedly denigrated
open-ending publicly. WE AGREE OPEN-ENDING IS A BAD IDEA AND URGE YOU TO VOTE
AGAINST TEMPLETON'S OPEN-ENDING PROPOSAL.
Why would Templeton propose open-ending if it doesn't think open-ending is
appropriate? From its conversations with us since the Fund announced its open-
ending proposal, Templeton knows that Harvard, the Fund's largest stockholder,
will only vote for open-ending in extraordinary circumstances, and that, without
our vote, open-ending will likely fail. We believe that Templeton cynically
hopes the open-ending proposal will fail, but that stockholders will be fooled
into thinking the proposal shows a change of heart at Templeton and so will vote
against the proposal to terminate the management contract. Thus, Templeton would
retain both its management contract and maximum assets under management. PLEASE
PREVENT THIS SELF-SERVING PLOY AND VOTE TO TERMINATE TEMPLETON AS MANAGER OF THE
FUND.
Harvard has a superior alternative to open-ending: conversion to interval-fund
status. This will balance a manager's focus on long-term returns with fairness
to stockholders. WE ASK YOU TO JOIN US AND VOTE FOR A PROPOSAL CALLING ON THE
BOARD TO ADOPT INTERVAL-FUND STATUS.
Although terminating Templeton's management contract is a key step to achieve a
stockholder focus in this Fund, we believe the Board must accept its fair share
of blame. So, please join us in sending a clear message to the Board that it is
time to change its ways. VOTE TO WITHHOLD AUTHORITY FOR EACH OF THE FUND'S
NOMINEES FOR DIRECTOR.
LET'S HAVE A BOARD AND MANAGER LISTEN TO US FOR A CHANGE. We believe that you
and we have not received the treatment we all deserve as stockholders. Please
read our rationale in the enclosed proxy statement and then join us by signing,
dating and returning the WHITE proxy card. Thank you for your consideration.
Sincerely,
/s/ STEVEN ALPERIN
----------------------------------
STEVEN ALPERIN
Vice President, Emerging Markets
Harvard Management Company, Inc.
If you have any questions, would like additional copies of
Harvard's proxy statement
or need help voting your shares, please call:
[MACKENZIE PARTNERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN, SO PLEASE
SIGN AND DATE THE WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE AT
YOUR EARLIEST CONVENIENCE.
TEMPLETON CHINA WORLD FUND, INC.
2003 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT OF
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
January 16, 2003
This Proxy Statement and the enclosed WHITE proxy card are being furnished
to you, the stockholders of Templeton China World Fund, Inc., a Maryland
corporation, in connection with the solicitation of proxies by President and
Fellows of Harvard College for use at the 2003 annual meeting of stockholders of
the Fund, including any adjournments or postponements thereof and any special
meeting that may be called in lieu thereof (the 'Meeting').
Harvard is soliciting proxies to take the following actions at the Meeting:
(1) to vote AGAINST the Fund's proposal to convert the Fund into an open-end
investment company;
(2) to vote FOR the termination of the investment management agreement
between the Fund and Templeton Asset Management Ltd.;
(3) to vote FOR a proposal recommending that the Board of Directors take all
necessary steps to adopt 'interval-fund' status for the Fund; and
(4) to vote to WITHHOLD AUTHORITY for each of the Fund's nominees for
election to the Board of Directors.
The Fund has announced that it expects that the Meeting will be held on
March 14, 2003. The Fund has not yet announced the place of the Meeting, but
based on the location of last year's annual meeting of stockholders of the Fund,
it is expected that the Meeting will be held at the Fund's principal executive
offices, 500 East Broward Boulevard, Ft. Lauderdale, Florida 33394-3091. The
time of the Meeting has not yet been announced by the Fund. The Fund has
announced that the record date (the 'Record Date') for determining stockholders
entitled to notice of and to vote at the Meeting is January 3, 2003.
This Proxy Statement is first being furnished to Fund stockholders on or
about January 16, 2003.
As of the date of this Proxy Statement, Harvard is the beneficial owner of
4,934,600 shares of common stock, par value $0.01 per share, of the Fund
('Common Stock'), which represents approximately 30.3% of the issued and
outstanding Common Stock (16,280,164 shares as of August 31, 2002, based on
information publicly disclosed by the Fund in its Annual Report dated as of
August 31, 2002, filed with the Securities and Exchange Commission (the 'SEC')
on November 5, 2002).
Additional information concerning Harvard and other persons, if any, who may
be deemed participants in the solicitation is set forth under the heading
'Information Concerning the Participants in the Solicitation.'
************
THE ENCLOSED WHITE PROXY CARD MAY BE EXECUTED BY HOLDERS OF RECORD AS OF THE
RECORD DATE. YOU ARE URGED TO SIGN AND DATE THE ENCLOSED WHITE PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. YOUR LAST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE WHITE
PROXY CARD EVEN IF YOU HAVE ALREADY DELIVERED A PRIOR PROXY. WE URGE YOU NOT TO
RETURN ANY PROXY CARD SENT TO YOU BY THE FUND.
THIS SOLICITATION IS BEING MADE BY HARVARD AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF THE FUND.
If you have any questions concerning this Proxy
Statement or need help voting your shares, please call:
[MACKENZIE PARTNERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
2
This proxy solicitation includes four (4) very important proposals for your
review. We ask you to read these proposals and the supporting information
carefully. Please exercise your rights as stockholders and vote alongside us for
the realization of the value of your investment and ours. As stockholders, we
have common interests and should speak with one voice.
I. PROPOSAL TO OPEN-END THE FUND
THE OPEN-ENDING PROPOSAL IS A CYNICAL PLOY BY TEMPLETON THAT WILL RESULT IN
AN IMMEDIATE AND SUBSTANTIAL REDUCTION IN THE FUND'S NET ASSET VALUE PER SHARE.
STOCKHOLDERS SHOULD REJECT THE PROPOSAL.
Negative impact on stockholders. Templeton has stated in recent discussions
with Harvard that it expects an immediate flood of redemptions when the Fund
open-ends, requiring the Fund to liquidate a substantial part of its portfolio
in a one-time 'fire-sale.' According to Templeton, this will have a significant
negative impact on the Fund's net asset value per share -- presumably because
sale of so many securities in relatively illiquid markets will rapidly depress
the securities' market prices. A better solution by far is Harvard's
interval-fund proposal -- providing for the measured, periodic redemption of
shares at stated intervals, without the negative characteristics of large and
random redemptions.
Harvard has long believed that adopting interval-fund status for the Fund
(and its sister fund, the Templeton Dragon Fund, Inc.) would be among the most
effective ways to reduce or eliminate the chronic discount to net asset value.
In fact, Harvard wrote to the Fund in February 2001 (one of a number of
communications Harvard has initiated with Templeton and the Fund proposing ways
to reduce or eliminate the discount) suggesting that the Fund convert to
interval-fund status; the Fund never responded.
Finally, once Harvard filed with the Fund its proposal to terminate
Templeton's investment management agreement, the Fund inquired whether Harvard
would support an open-ending proposal. Harvard did not necessarily believe
open-ending would be the best alternative for the Fund, but was certainly
willing to discuss the Fund's open-ending proposal -- particularly since it
showed such an apparently dramatic change in attitude on the part of Templeton
and the Board of Directors. In the course of its discussions with Templeton,
Harvard proposed to Templeton and the Board that they similarly propose
open-ending the Templeton Dragon Fund, the 'mirror' fund to the China Fund. They
steadfastly refused to consider that proposal, leaving Harvard baffled as to why
Templeton and the Board did not consider open-ending to be in the best interest
of the Dragon Fund but considered it to be in the best interest of the China
Fund.
Harvard was in discussions with the Fund about the open-ending proposal when
the Board suddenly announced its current open-ending proposal for the China Fund
alone. In a later meeting with representatives of Harvard Management Company on
November 21, 2002, Martin L. Flanagan, President of Franklin Templeton
Companies, informed Harvard that Templeton expected that the negative impact to
the Fund's net asset value per share due to the open-ending would be at least
10%. This convinced Harvard that the open-ending proposal was a bad idea and
that the interval-fund approach was preferable. Harvard again suggested
interval-fund status to Mr. Flanagan at that meeting.
Templeton doesn't believe in it. Although the Board unanimously approved the
open-ending, Templeton's statements and actions have made clear that it doesn't
believe open-ending is in the best interests of the Fund and its stockholders.
Greg Johnson, Franklin Resources President, recently has stated, 'We brought out
closed-end country funds because those markets are not ready to have an open-end
fund. In the case of China, we still don't think it's appropriate.' ('Activism
Puts Damper on New Country Close-End Funds -- Exec', Dow Jones Newswires,
3
November 19, 2002) Johnson has also stated publicly, 'We believe open-ending the
closed-end structure really disenfranchises small investors' ability to access
these fast-growing emerging markets.' ('Templeton Attacks Harvard as Dispute
Over Fund Heats Up', Dow Jones Newswires, December 12, 2002)
The 'trigger' provision is irrelevant. According to the Board's public
statements, the Fund's charter will require the Board to submit an open-ending
proposal to stockholders by December 31, 2003 if the Fund fails to meet certain
price or discount targets during its fiscal quarter ended August 31, 2003. The
Board has said it had that requirement in mind when it adopted the open-ending
proposal.
We see this rationale as a disingenuous attempt by the Board to justify a
bargaining tactic. First, the Board would not have had to make the open-ending
proposal for almost a whole year. In the meantime, it could have implemented a
number of steps -- including adopting interval-fund status -- that would likely
have reduced the discount sharply and made the open-ending less attractive to
stockholders. That would have been the measured and thoughtful approach to
dealing with the discount.
Second, even if the 'trigger' were activated, the Board would not be
required to support it and might explain to stockholders why it is a bad idea.
Instead, the Board adopted an immediate open-ending proposal that we believe was
intended not to enhance stockholder value -- as Templeton's public statements
have made clear -- but to appease Harvard and result in Harvard's withdrawing
its proposal to terminate Templeton.
That tactic has back-fired -- it validates our opinion that the Board has
shown blatant disregard for stockholder value, and confirms our conviction that
Templeton should be terminated.
Templeton's agenda. We see the proposal to open-end as a short-term fix put
forward by Templeton solely to avoid termination, made without regard to
stockholders' desire to enhance value. We believe Templeton hopes the
open-ending proposal will fail (thus, the raft of public anti-open-ending
statements by Templeton) but will fool stockholders into thinking Templeton is
trying to do the right thing.
Shareholders should not allow that tactic to succeed. In Greg Johnson's own
words, open-ending is 'the easy answer' and 'may end up hurting stockholders
more than it benefits them.' ('Activism Puts Damper on New Country Close-End
Funds -- Exec', Dow Jones Newswires, November 19, 2002) We urge you to vote
against the proposal.
Required vote. Based on the press release issued by the Fund on November 13,
2002 announcing the open-ending proposal, Harvard understands that it is the
Fund's position that approval of the open-ending proposal will require the
affirmative vote of a majority of the Fund's outstanding voting securities.
WHEN YOU RETURN THE WHITE PROXY CARD YOU WILL BE VOTING AGAINST THE FUND'S
PROPOSAL TO CONVERT THE FUND TO AN OPEN-END INVESTMENT COMPANY, UNLESS YOU
APPROPRIATELY MARK YOUR CARD OTHERWISE.
WE RECOMMEND A VOTE AGAINST THE FUND'S PROPOSAL TO CONVERT THE FUND TO AN
OPEN-END INVESTMENT COMPANY.
4
II. TERMINATION OF INVESTMENT MANAGEMENT AGREEMENT WITH TEMPLETON
Harvard has long urged Templeton publicly and privately to take significant
steps to enhance stockholder value. In February of 2001, Harvard wrote to Dr.
Mark Mobius, the Fund's portfolio manager and President, requesting that the
Board take steps to narrow the discount and demonstrate that it is acting in the
best interests of stockholders. Among the measures suggested by Harvard in
February 2001, and at other times, was the conversion of the Fund to an interval
fund allowing for the periodic redemption of a portion of the Fund's holdings at
net asset value. Neither Templeton nor the Board has ever responded to Harvard's
repeated suggestions nor have they yet taken appropriate measures to show
clearly that they are acting in the best interests of stockholders.
We believe that Templeton is an impediment to stockholders' realizing the
value of their investment in the Fund. It has allowed huge discounts to persist
for years. Now that its hand has been forced, Templeton has put forward a
cynical open-ending proposal that will almost certainly result in an immediate
and substantial reduction in net asset value per share. At the same time,
Templeton has publicly denigrated the open-ending, in hopes, we believe, that
the proposal will fail.
Templeton cannot be trusted to do the right thing for the Fund. What is best
for the Fund is bad for Templeton. We believe Templeton fears implementing
interval-fund status more than open-end status because stockholders' desire for
the interval-fund format could set precedent and jeopardize Templeton's
closed-end fund business. By terminating Templeton's management agreement with
the Fund, stockholders will force the Board to hire a manager who we believe
will have an express mandate of enhancing stockholder value.
In preliminary proxy materials provided to Harvard responding to our
proposal, the Board of Directors cites four reasons not to terminate Templeton:
Open-ending the Fund eliminates the discount, and so obviates the need to
terminate Templeton. This is the key to Templeton's strategy to avoid
termination. But we would turn this argument on its head: why keep a manager who
would recommend an open-ending that it thinks is inappropriate for the market
where the Fund invests and is unfair to stockholders? This disregard for
stockholders is precisely the reason Templeton should be terminated.
The expense and uncertainty resulting from the termination of Templeton
might be to the detriment of the Fund and its stockholders. We believe the Board
should be able to fulfill its responsibility to hire another manager promptly
with a minimum cost to stockholders. Templeton's performance has not been so
favorable, nor is its expertise so unique, that there are not other, potentially
better managers prepared to manage the Fund, and to enhance stockholder value.
Disruption of the Fund's current investment plan, potentially resulting in
an increase in portfolio turnover. This reason calls into question the sincerity
of the Board and Templeton. The Fund has continuously reiterated its commitment
to achieving its investment objective of long-term capital appreciation.
However, it is difficult to reconcile this strategy with the Fund's four-year
average portfolio turnover rate of 88.7% (Templeton China World Fund Annual
Report for year ending August 31, 2002). For a manager with a supposedly
long-term focus, Templeton traded a suspiciously large percentage of the Fund's
portfolio. We are not sure how trading nearly the entire portfolio in one year
constitutes a 'long-term capital appreciation plan' by the manager. At current
portfolio turnover levels, we find it hard to imagine that a change in
investment managers, or even conversion to interval-fund status, would result in
an increase in the Fund's portfolio turnover rate.
5
And it seems highly disingenuous of the Board to resist terminating
Templeton on this basis, when it is simultaneously recommending an open-ending
that likely will result in an immediate liquidation of many of the Fund's
assets. We think that would be a much larger disruption to the Fund's investment
plan than would be the replacement of Templeton.
Harvard is attempting to 'pressure another fund to convert to an open-end
fund.' Templeton's reference to 'another fund' is presumably to the Templeton
Dragon Fund -- described by Templeton as the Fund's 'mirror' fund -- and is an
attempt by Templeton to characterize incorrectly our efforts to enhance
stockholder value. Harvard does not want either Fund to be open-ended now.
However, Harvard does believe that both Funds should be part of a common
solution due to their similarities. Harvard, as part of its previous suggestions
to the Board, has suggested a merger of the two Funds as well as the conversion
of the resulting Fund to an interval fund. (As of the date of this Proxy
Statement, Harvard owns beneficially 6,216,250 shares of common stock of the
Dragon Fund or approximately 14.0% of the Dragon Fund's outstanding common
stock.)
Harvard believes that Templeton and the Board have ignored and resisted our
suggestions because they are not in the best interests of Templeton. Templeton
is paid based on the net asset value of the Funds; its pay is not reduced as a
result of the discount. In the past, Templeton has not concerned itself with the
discount and has appeared willing to allow its own self-interest to prevail over
the interest of stockholders.
Undoubtedly, the Dragon Fund and the China Fund should be approached and
treated similarly. After all, both Funds share common investment objectives and
virtually the same Board of Directors and have similar investment portfolios.
We believe that the best approach to enhancing stockholder value for the
China Fund will involve the Dragon Fund -- merging the two Funds and converting
the survivor to interval-fund status or converting both Funds to interval-fund
status. Templeton, now faced with the chance of losing its management contract,
would rather take the risk of losing a substantial portion of the smaller China
Fund's assets through its open-ending than take the chance of losing potentially
more assets through an interval-fund conversion affecting both Funds.
In his book, The Investor's Guide to Emerging Markets (Pitman Publishing
1995), Mark Mobius, the Fund's President and portfolio manager, discussed
discounts to net asset value and investor perceptions of the portfolio manager's
value added. He wrote (at page 224):
'Emerging markets closed-end funds have generally tended to trade at
discounts to their net asset value . . . A continuous discount
indicates investor perception that the manager of the fund is not
adding value to the fund, while a premium indicates that investors
believe the fund manager's efforts enhance the value of the fund
assets.' (Emphasis supplied.)
Harvard agrees. Templeton is not adding value to the Fund. Its management
agreement should be terminated.
Required vote. Approval of the termination of the investment management
agreement will require the affirmative vote of the lesser of: (i) 67 percent or
more of the shares present at the Meeting, if the holders of more than 50
percent of the shares of Common Stock issued and outstanding are present or
represented by proxy at the Meeting; and (ii) more than 50 percent of the shares
of Common Stock issued and outstanding.
WHEN YOU RETURN THE WHITE PROXY CARD YOU WILL BE VOTING FOR THE PROPOSAL TO
TERMINATE THE FUND'S INVESTMENT MANAGEMENT AGREEMENT WITH TEMPLETON, UNLESS YOU
APPROPRIATELY MARK YOUR CARD OTHERWISE.
WE RECOMMEND A VOTE FOR TERMINATION OF THE INVESTMENT MANAGEMENT AGREEMENT.
6
III. CONVERSION TO INTERVAL-FUND STATUS
CONVERSION OF THE FUND TO INTERVAL-FUND STATUS SHOULD PROVIDE STOCKHOLDERS
SUBSTANTIAL LIQUIDITY AND REDUCE THE DISCOUNT TO NET ASSET VALUE. IT IS A BETTER
SOLUTION THAN OPEN-ENDING THE FUND.
Harvard is proposing that stockholders adopt a proposal recommending that
the Board of Directors take all steps necessary to convert the Fund to
interval-fund status and to make quarterly tenders for at least 15% of the
Fund's outstanding shares at their net asset value.
Interval-fund status is intended to provide stockholders liquidity while
preserving to stockholders some of the benefits available through investment in
a closed-end investment company. For example, because a closed-end fund is not
required to meet daily redemption requests from stockholders, it is often able
to make less liquid investments than may an open-end fund. If a fund adopts
interval-fund status, it should be able to continue to make such investments to
the extent consistent with anticipated stockholder tenders.
Of course, adoption of interval-fund status involves some risk to the Fund
and to stockholders. For example, in order to meet tenders, the Fund might be
required to sell portfolio investments it might otherwise have held for a longer
period of time. Those sales might result in capital gains to the Fund. In
addition, as the Fund repurchases its shares in response to tenders, the Fund's
asset base will be reduced, likely resulting in a higher expense ratio. The Fund
may also at some point be required to delist its shares from the New York Stock
Exchange. The need for periodic liquidity may also cause the Fund to invest
differently from the way it currently invests.
All of these risks are present in the Board's proposal to open-end the
Fund -- but they will be realized sooner and in greater degree if the Fund
open-ends. Conversion to interval-fund status would provide many of the benefits
to stockholders of open-end status, with substantially reduced risk.
For these reasons, Harvard is proposing that stockholders adopt the
following resolution at the Meeting:
'RESOLVED: That the stockholders of the Fund recommend that the Board
of Directors take all necessary legal and other actions to adopt
interval-fund status for the Fund under Rule 23c-3 under the
Investment Company Act of 1940, as amended, and, in accordance with
such status, to make repurchase offers at three-month intervals for
not less than 15% of the Fund's shares of common stock outstanding at
the relevant time at net asset value without any repurchase fee, and
to effect the first such repurchase offer not later than
September 30, 2003. This resolution will be of no effect if
stockholders approve a proposal at the Fund's 2003 annual meeting to
convert the Fund into an open-end investment company.'
Adoption of interval-fund status may require the approval of the Board of
Directors of the Fund, and subsequent approval of the Fund's stockholders. As a
result, stockholder approval of this proposal at the Meeting will not in itself
result in any change in the Fund's status. Rather, it is intended to show
clearly to the Board of Directors the desire of stockholders that the Board take
immediate steps to enhance stockholder value by conversion to interval-fund,
rather than open-end, status.
Required vote. Approval of this proposal will require the vote of a majority
of the votes cast on the matter at the Meeting.
7
IV. ELECTION OF DIRECTORS
WE EXPECT THAT THE BOARD OF DIRECTORS WILL NOMINATE BETTY P. KRAHMER, GORDON
S. MACKLIN, AND FRED R. MILLSAPS FOR REELECTION AS DIRECTORS OF THE FUND.
HARVARD IS URGING ALL STOCKHOLDERS TO WITHHOLD THEIR VOTES FOR REELECTION OF
EACH OF THOSE DIRECTORS.
Each of those Directors has been a Director of the Fund since 1993. Since
that time, the Board has done little to reduce the Fund's discount to net asset
value or otherwise to enhance stockholder value.
We must send a message to this Board -- a board that has significant
relationships with Templeton. The three Directors being nominated, Krahmer,
Macklin, and Millsaps, serve on 18, 48, and 19 other Franklin Templeton fund
boards, respectively. Two other independent Board members each sit on over 45
Templeton boards. How can stockholders expect these Board members to act in an
independent manner?
Harvard believes that, by withholding their votes for reelection of each of
the Directors, stockholders will send the Board a strong message that its
actions to date have been ineffectual at best in enhancing stockholder value,
and that their continuation in office should be evaluated in light of their
efforts to enhance stockholder value, including by taking the necessary steps to
convert the Fund to interval-fund status.
Because reelection of each of the nominees requires only the vote of a
plurality of the shares voted, it is unlikely that stockholders' withholding
their votes will result in the defeat of the candidacy of any nominee, unless
other candidates are proposed for election at the Meeting.
WHEN YOU RETURN THE WHITE PROXY CARD YOU WILL BE VOTING TO WITHHOLD
AUTHORITY FOR EACH OF THE FUND'S NOMINEES FOR REELECTION TO THE BOARD OF
DIRECTORS, UNLESS YOU APPROPRIATELY MARK YOUR CARD OTHERWISE.
WE RECOMMEND A VOTE TO WITHHOLD AUTHORITY FOR THE ELECTION OF THE FUND'S
NOMINEES FOR REELECTION TO THE BOARD OF DIRECTORS.
V. OTHER MATTERS
Other than the proposals described above, we are not aware of any other
matters to be brought before the Meeting. Should other matters be brought before
the Meeting, the persons named as proxies in the enclosed WHITE proxy card will
vote on such matters in their discretion. See 'Other Matters to be Considered at
the Meeting.'
* * * *
VOTING PROCEDURES
Voting and Revocation of Proxies
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card
must be signed, dated, and returned to President and Fellows of Harvard College
c/o MacKenzie Partners, Inc. at the address set forth on the last page of this
Proxy Statement, in the enclosed envelope, in time to be voted at the Meeting.
If you wish to vote in accordance with our recommendations, you must submit the
enclosed WHITE proxy card and must NOT subsequently submit the Fund's proxy
card. If you have already returned the Fund's proxy card, you have the right to
revoke it as to all
8
matters covered thereby and may do so by subsequently signing, dating, and
mailing the enclosed WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT
AT THE MEETING. Execution of a WHITE proxy card will not affect your right to
attend the Meeting and to vote in person.
Any proxy may be revoked as to all matters covered thereby at any time prior
to the time a vote is taken by (i) submitting to the Fund or to us a later dated
written revocation or duly executed proxy; or (ii) attending and voting at the
Meeting in person (attendance at the Meeting will not in and of itself
constitute a revocation).
Although a revocation of a proxy solicited by the Fund will be effective
only if delivered to the Fund, we request that either the original or a copy of
all revocations be mailed to President and Fellows of Harvard College c/o
MacKenzie Partners, Inc. at the address set forth on the last page of this Proxy
Statement, so that we will be aware of all revocations and can more accurately
determine if and when the requisite proxies have been received.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card
will be voted as specified. Shares represented by a WHITE proxy card where no
specification has been made will be voted:
AGAINST the Fund's proposal to convert the Fund into an open-end investment
company;
FOR the termination of the investment management agreement between the Fund
and Templeton Asset Management Ltd.;
FOR a proposal recommending that the Board of Directors take all necessary
steps to adopt 'interval-fund' status for the Fund; and
to WITHHOLD AUTHORITY for each of the Fund's nominees for election to the
Board of Directors.
If any of your shares were held in the name of a brokerage firm, bank, bank
nominee, or other institution on the Record Date, only that institution can vote
your shares and only upon its receipt of your specific instructions.
Accordingly, please promptly contact the person responsible for your account at
such institution and instruct that person to execute and return the WHITE proxy
card on your behalf. You should also promptly sign, date, and mail the voting
instruction form (or WHITE proxy card) that your broker or banker sends you.
Please do this for each account you maintain to ensure that all of your shares
are voted. If any of your shares were held in the name of a brokerage firm,
bank, bank nominee, or other institution on the Record Date, to revoke your
proxy you will need to give appropriate instructions to such institution. IF YOU
DO NOT GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER NOMINEE, YOUR SHARES WILL NOT
BE VOTED.
Record Date and Voting Power
Only holders of record as of the close of business on the Record Date will
be entitled to vote at the Meeting. If you were a stockholder of record on the
Record Date, you will retain your voting rights for the Meeting even if you sell
such shares after the Record Date. Accordingly, it is important that you vote
the shares you owned on the Record Date or grant a proxy to vote such shares,
even if you sell some or all of your shares after the Record Date.
Based on publicly available information, the shares of Common Stock are the
only shares of capital stock of the Fund entitled to notice of, and to vote at,
the Meeting. As of this date, we do not know how many shares of Common Stock
will be issued and outstanding as of the Record
9
Date. According to the Fund's Annual Report for the fiscal year ended
August 31, 2002, there were 16,280,164 shares of Common Stock issued and
outstanding as of August 31, 2002. Every holder of shares of Common Stock is
entitled to one (1) vote for each share of Common Stock held.
Quorum and Required Votes
In accordance with the Fund's By-Laws, at the Meeting, a majority of the
shares of Common Stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum. Shares
represented by proxies that reflect abstentions and broker non-votes will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. 'Broker non-votes' are shares as to which
a broker returns a proxy indicating that it does not have discretionary
authority and has not received voting instructions from the beneficial owner on
a particular matter. According to New York Stock Exchange rules, brokers
generally may not give proxies amounting to broker non-votes on any matter that
is the subject of a counter-solicitation or is part of a proposal made by a
stockholder that is being opposed by management (i.e., a contest). Given that
each matter to be presented before the Meeting of which we are aware is the
subject of a contest, we do not expect that there will be any broker non-votes.
With respect to the interval-fund proposal and the election of Directors,
neither abstentions nor broker non-votes will have any effect on the outcome of
the matter. With respect to either of the other proposals, abstentions and
broker non-votes will have the effect of a negative vote on the proposal.
SOLICITATION OF PROXIES
In connection with our solicitation of proxies for use at the Meeting,
proxies may be solicited by mail, courier service, advertisement, telephone,
telecopier, or other electronic means, and in person. Solicitations may be made
in the manner set forth in this Proxy Statement, by certain of the officers of
Harvard and by employees of Harvard Management Company, Inc., Harvard's
investment advisor, none of whom will receive additional compensation for such
solicitations. We may request banks, brokerage firms, and other custodians,
nominees and fiduciaries to forward all of the solicitation materials to the
beneficial owners of the shares of Common Stock they hold of record. We will
reimburse these record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to their customers.
We have retained MacKenzie Partners, Inc. for solicitation and advisory
services in connection with the solicitation of proxies. Harvard will pay a fee
to be mutually agreed between Harvard and MacKenzie Partners, Inc. based on the
services provided, and which is currently expected to be approximately $100,000.
Harvard has also agreed to reimburse MacKenzie Partners for all of its
reasonable out-of-pocket expenses incurred in connection with the solicitation
of proxies, and to indemnify MacKenzie Partners, Inc. against any losses and
reasonable expenses to which it may become subject in connection with the
solicitation of proxies, other than any such losses or expenses that arise out
of its negligence, bad faith or willful misconduct. It is anticipated that
MacKenzie Partners, Inc. will employ approximately 50 persons to solicit
stockholders in connection with the Meeting.
All expenses associated with any solicitation of proxies by Harvard in
connection with the Meeting will be borne directly by Harvard. We currently do
not intend to seek reimbursement of the costs of this solicitation from the Fund
but may decide to do so in the future in the event that our proposal to
terminate the Fund's investment management agreement is approved. Unless
10
otherwise required by law, we currently do not intend to submit the question of
reimbursement of the costs of this solicitation to a stockholder vote. We
estimate that, in addition to the fees and expenses payable to MacKenzie
Partners, Inc. as described in the paragraph above, the costs incidental to our
solicitation of proxies, including expenditures for advertising, printing,
postage, legal and related expenses, will be approximately $250,000 and that
such costs incurred to date have been approximately $150,000. Harvard intends to
deliver a proxy statement and form of proxy to holders of at least the
percentage of the Fund's voting shares required under applicable law to carry
Proposals 2 (termination of investment management agreement) and 3 (conversion
to interval-fund status).
INFORMATION CONCERNING THE
PARTICIPANTS IN THE SOLICITATION
The following persons are or may be deemed participants in any solicitation
of proxies by Harvard with respect to the Meeting, as the term 'participant' is
defined in the proxy rules promulgated by the SEC under the Securities Exchange
Act of 1934, as amended (the 'Exchange Act'). Additional information concerning
the participants in the solicitation is set forth below and on Schedule I
hereto.
President and Fellows of Harvard College. As of the date of this Proxy
Statement, Harvard is the beneficial owner of 4,934,600 shares of Common
Stock of the Fund. Other than its interest as a stockholder of the Fund,
Harvard has no direct or indirect interest in any matter expected to be
acted upon at the Meeting. Harvard is a Massachusetts educational
corporation. The principal executive offices of Harvard are located at c/o
Harvard Management Company, Inc., 600 Atlantic Avenue, Boston,
Massachusetts 02210.
Harvard Management Company, Inc. Harvard Management Company, Inc. acts as
investment advisor to Harvard and to certain other persons affiliated with
Harvard University. Neither Harvard Management Company, Inc. nor any of its
clients (other than Harvard) owns beneficially or of record any shares of
Common Stock. Other than the foregoing interests, Harvard Management
Company, Inc. has no direct or indirect interest in any matter expected to
be acted upon at the Meeting. Harvard Management Company, Inc. is a
Massachusetts corporation. The principal executive offices of Harvard
Management Company, Inc. are located at 600 Atlantic Avenue, Boston,
Massachusetts 02210.
For information relating to transactions by the participants in securities
of the Fund during the past two years, see Schedule I hereto.
Except as set forth in this Proxy Statement, none of the participants in the
solicitation or, to the participants' knowledge, any of their respective
associates: (i) directly or indirectly beneficially owns any shares of Common
Stock or any other securities of the Fund or any parent or subsidiary of the
Fund; (ii) has had any relationship with the Fund in any capacity other than as
a stockholder, or is or has been a party to any transaction, or series of
transactions, since the beginning of the Fund's last fiscal year with respect to
any securities of the Fund or any of its subsidiaries; (iii) knows of any
transactions since the beginning of the Fund's last fiscal year, currently
proposed transactions, or series of similar transactions, to which the Fund or
any of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any of them or their respective associates had, or
will have, a direct or indirect material interest; (iv) intends to seek to
engage in any transaction with the Fund or any of its subsidiaries in the
future; or (v) has any interest in the matters to be voted on at the Meeting,
other than an interest, if any, as a stockholder of the Fund.
11
In addition, other than as set forth in this Proxy Statement, there are no
contracts, arrangements, or understandings entered into by any of the
participants in the solicitation or, to the participants' knowledge, any of
their respective associates within the past year with any person with respect to
any of the Fund's securities, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies.
Except as set forth in this Proxy Statement, none of the participants in the
solicitation or, to the participants' knowledge, any of their respective
associates has entered into any agreement or understanding with any person with
respect to (i) any future employment by the Fund or its affiliates or (ii) any
future transactions to which the Fund or any of its affiliates will or may be a
party.
CERTAIN INFORMATION ABOUT THE FUND
The Fund is a Maryland corporation with its principal executive office
located at 500 East Broward Boulevard, Ft. Lauderdale, Florida 33394-3091.
Templeton's address is Two Exchange Square, Hong Kong. The administrator of the
Fund is Franklin Templeton Services, LLC with offices at One Franklin Parkway,
San Mateo, California 94403-1906.
The Fund is subject to the informational requirements of the Exchange Act
and the Investment Company Act of 1940, as amended, and in accordance therewith
files reports, proxy statements, and other information with the SEC. Reports,
registration statements, proxy statements, and other information filed by the
Fund with the SEC can be inspected and copied at the public reference facilities
maintained by the SEC at the Public Reference Room, 450 Fifth Street, N.W, Room
1024, Washington, D.C. 20549. Documents filed electronically by the Fund are
also available at the SEC's Web site: http://www.sec.gov.
Based solely on our review of the publicly available information filed with
the SEC by the Fund, to our knowledge Harvard is the only beneficial owner of
more than 5% of the outstanding shares of Common Stock.
We believe the Fund's proxy statement in respect of the Meeting will contain
information concerning, among other things, (i) the background of the Fund's
nominees for the Board, (ii) the compensation paid and payable to the Directors
and executive officers of the Fund, (iii) the beneficial ownership of Common
Stock by the Directors and executive officers of the Fund, (iv) the committees
of the Fund's Board of Directors and their members, (v) the meetings of the
Fund's Board of Directors and all committees thereof, (vi) the Fund's investment
adviser, principal underwriter, and administrator, and (vi) the terms of the
Fund's investment management agreement with Templeton Asset Management Ltd. We
assume no responsibility for the accuracy or completeness of such information.
12
OTHER MATTERS TO BE CONSIDERED AT THE MEETING
Except as set forth in this Proxy Statement, we are not aware of any matters
to be brought before the Meeting. Should other matters properly be brought
before the Meeting, the attached WHITE proxy card, when duly executed, will give
the proxies named therein discretionary authority to vote on all such matters
and on all matters incident to the conduct of the Meeting. Such discretionary
authority will include the ability to vote shares on any proposal to adjourn the
Meeting. Execution and delivery of a proxy by a record holder of shares of
Common Stock will be presumed to be a proxy with respect to all shares held by
such record holder unless the proxy specifies otherwise.
STOCKHOLDER PROPOSALS FOR THE FUND'S 2004 ANNUAL MEETING
As of the date hereof, the Fund has not disclosed the dates prior to which
notices of stockholder proposals in respect of the Fund's 2004 annual meeting of
stockholders must be delivered to the Fund. We believe that, in determining
these dates, the following principles apply:
Under Rule 14a-8 promulgated under the Exchange Act, in order for
stockholder proposals to be considered for inclusion in the Fund's proxy
statement for the 2004 annual meeting of stockholders, such proposals must
be received by the Secretary of the Fund at the Fund's principal executive
offices not less than 120 calendar days prior to the anniversary of the
date the Fund's proxy statement for the 2003 annual meeting is released to
stockholders. If an annual meeting is not held in 2003 or if the date of
the 2004 annual meeting of stockholders varies by more than 30 days from
the anniversary of the 2003 annual meeting, the Fund will be required to
establish a deadline a reasonable time prior to printing and mailing its
proxy materials for the 2004 annual meeting.
Under Rule 14a-4(c)(1) promulgated under the Exchange Act, if a stockholder
fails to give notice to the Fund of a proposal that it wishes to submit for
consideration at the Fund's 2004 annual meeting of stockholders on or prior
to the date that is 45 days prior to the anniversary of the date the Fund
first mails its proxy statement for the 2003 annual meeting to
stockholders, then the persons designated as proxy holders for proxies
solicited by the Fund's Board of Directors for that meeting may exercise
discretionary voting power with respect to such proposal. If an annual
meeting is not held in 2003 or if the date of the 2004 annual meeting of
stockholders varies by more than 30 days from the anniversary of the 2003
annual meeting, then notice must be given a reasonable time before the Fund
mails its proxy materials for the 2004 annual meeting.
ADDITIONAL INFORMATION
The information concerning the Fund contained in this Proxy Statement has
been taken from, or is based upon, publicly available information. Although we
do not have any information that would indicate that any information contained
in this Proxy Statement concerning the Fund is inaccurate or incomplete, we do
not take any responsibility for the accuracy or completeness of such
information.
13
[THIS PAGE INTENTIONALLY LEFT BLANK]
SCHEDULE I
TRANSACTIONS IN SECURITIES OF THE FUND
BY THE PARTICIPANTS IN THE SOLICITATION
Other than as set forth below, none of the participants in the solicitation
has purchased or sold securities of the Fund in the last two years. Each of the
purchases and sales listed below was made by Harvard in the ordinary course of
business as an institutional investor.
PURCHASES OF SHARES BY HARVARD
<Table>
<Caption>
NUMBER OF
DATE OF SHARES OF
TRANSACTION COMMON STOCK
- ----------- ------------
5/8/02 20,200
5/7/02 31,200
5/6/02 70,400
4/19/02 9,000
4/18/02 6,600
4/17/02 9,800
4/16/02 10,000
4/15/02 2,600
4/15/02 6,200
4/11/02 6,200
4/10/02 7,000
4/9/02 2,900
4/5/02 1,500
4/3/02 9,000
3/28/02 2,300
3/27/02 3,200
3/13/02 31,400
3/8/02 200
2/27/02 600
2/22/02 3,800
2/20/02 7,200
2/19/02 6,100
2/14/02 26,500
1/29/02 21,800
1/18/02 400
12/21/01 6,200
12/20/01 4,200
12/11/01 600
12/10/01 3,400
12/06/02 1,400
12/05/01 3,100
12/04/01 1,000
11/21/01 5,200
11/01/01 100
10/30/01 6,400
10/10/01 6,400
10/08/01 12,000
</Table>
(table continued on next page)
I-1
(table continued from previous page)
<Table>
<Caption>
NUMBER OF
DATE OF SHARES OF
TRANSACTION COMMON STOCK
- ----------- ------------
10/05/01 3,300
10/04/01 24,800
10/01/01 3,600
9/27/01 21,300
9/26/01 8,900
9/25/01 8,200
9/21/01 8,000
9/20/01 300
9/19/01 7,600
9/05/01 6,000
8/30/01 15,100
8/29/01 4,200
7/27/01 1,500
7/25/01 2,000
7/24/01 9,300
6/22/01 4,600
6/07/01 13,600
6/06/01 5,300
6/05/01 5,000
6/04/01 7,300
5/31/01 48,200
5/30/01 15,300
5/29/01 27,100
5/25/01 6,100
5/24/01 9,200
5/23/01 5,000
5/22/01 2,300
5/21/01 5,000
5/18/01 6,000
5/17/01 100
5/16/01 2,000
5/15/01 6,200
5/14/01 2,200
5/11/01 18,400
5/10/01 100
5/09/01 10,300
5/08/01 4,000
5/07/01 10,300
5/03/01 9,800
5/01/01 10,800
4/30/01 5,700
4/25/01 1,600
4/23/01 25,100
4/20/01 30,100
4/18/01 1,800
</Table>
(table continued on next page)
I-2
(table continued from previous page)
<Table>
<Caption>
NUMBER OF
DATE OF SHARES OF
TRANSACTION COMMON STOCK
- ----------- ------------
4/17/01 6,000
4/16/01 2,800
4/12/01 3,800
4/11/01 17,900
4/10/01 5,800
4/09/01 2,200
4/05/01 7,200
4/04/01 5,600
4/03/01 12,000
4/02/01 16,800
3/30/01 2,700
3/27/01 4,600
3/26/01 100
3/20/01 3,000
3/15/01 4,200
3/13/01 4,900
3/06/01 100
2/27/01 9,100
2/23/01 7,500
2/22/01 15,700
2/20/01 22,200
2/15/01 5,800
2/14/01 22,300
2/13/01 600
2/13/01 13,800
2/12/01 100
1/18/01 27,400
</Table>
I-3
SALES OF SHARES BY HARVARD
<Table>
<Caption>
NUMBER OF
DATE OF SHARES OF
TRANSACTION COMMON STOCK
- ----------- ------------
4/26/02 19,200
4/26/02 27,400
4/25/02 26,200
4/25/02 10,700
4/24/02 15,200
2/15/02 5,000
1/15/02 100
11/28/01 12,200
11/26/01 100
11/16/01 8,000
11/15/01 4,300
11/14/01 600
11/13/01 9,400
11/12/01 9,300
11/09/01 34,800
11/08/01 1,500
11/06/01 3,800
9/24/01 200
9/18/01 37,100
8/08/01 1,000
8/07/01 900
8/06/01 8,300
6/08/01 800
4/04/01 10,000
3/12/01 55,900
3/02/01 175,200
3/01/01 50,000
3/01/01 122,000
3/01/01 69,100
2/28/01 100
2/27/01 3,600
1/29/01 40,000
1/25/01 26,000
1/24/01 10,200
1/23/01 400
</Table>
I-4
Questions, or requests for additional copies
of this Proxy Statement, should be directed to:
[MACKENZIE PARNTERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
APPENDIX 1
WHITE PROXY CARD
TEMPLETON CHINA WORLD FUND, INC.
2003 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF PRESIDENT AND FELLOWS OF
HARVARD COLLEGE ('HARVARD') AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OR MANAGEMENT OF
TEMPLETON CHINA WORLD FUND, INC.
The undersigned appoints Steven Alperin, Megan Kelleher, and Timothy W.
Diggins, and each of them separately, proxies, with full power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, all shares of Common Stock of Templeton China World Fund, Inc. (the
'Fund') which the undersigned would be entitled to vote if personally present at
the 2003 Annual Meeting of Stockholders of the Fund, and including at any
adjournments or postponements thereof and at any special meeting called in lieu
thereof.
The undersigned hereby revokes any other proxy or proxies heretofore given
to vote or act with respect to the shares of Common Stock of the Fund held by
the undersigned, and hereby ratifies and confirms all actions the herein named
proxies, their substitutes, or any of them may lawfully take by virtue hereof.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY!
(Continued and to be signed on the reverse side)
WHITE PROXY CARD This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted AGAINST proposal
1 (open-ending the fund), FOR proposal 2 (terminating the
fund's management agreement with Templeton), FOR proposal 3
(adopting interval-fund status), and to WITHHOLD authority
in respect of the election of directors (proposal 4).
Harvard recommends a vote AGAINST: FOR AGAINST ABSTAIN
1. To convert the Fund into an open-end
investment company. [ ] [ ] [ ]
Harvard recommends a vote FOR:
2. To terminate the investment management
agreement between the Fund and Templeton [ ] [ ] [ ]
Asset Management Ltd.
Harvard recommends a vote FOR:
3. To recommend that the Board of Directors
of the Fund take steps necessary to [ ] [ ] [ ]
adopt "interval-fund" status for
the Fund.
FOR WITHHOLD AUTHORITY
Harvard recommends a vote to WITHHOLD: nominee for nominee
4. Proposal to Elect Directors:
A. Betty P. Krahmer [ ] [ ]
B. Gordon S. Macklin [ ] [ ]
C. Fred R. Millsap [ ] [ ]
5. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the Meeting.
Note: To vote in accordance with all of Harvard's recommendations, you may
choose not to mark any of the boxes above, but simply to sign and date in the
space provided below.
When Shares are held jointly, joint owners should each sign. Executors,
Administrators, Trustees, etc., should indicate the capacity in which signing.
Dated: _______________________________________ , 2003
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
_____________________________________________________
(Signature)
_____________________________________________________
(Signature, if held jointly)
_____________________________________________________
(Title)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
IMPORTANT:
PLEASE SIGN, DATE, AND RETURN THIS PROXY CARD IN
THE ENCLOSED ENVELOPE!
---------------------------------------------------
If you need assistance with this Proxy Card,
please contact:
[MACKENZIE PARTNERS LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or Toll Free: (800) 322-2885
Facsimile: (212) 929-0308
---------------------------------------------------