Edgar Filing: TEMPLETON DRAGON FUND INC

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-11(c) or Sec. 240.14a-12

TEMPLETON DRAGON FUND, INC.
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(Name of Registrant as Specified in Its Charter)

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(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:

page

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TEMPLETON DRAGON FUND, INC.

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of shareholders scheduled for
Thursday, August 30, 2001 at 10:00 a.m. Eastern time. They discuss the Proposal
to be voted on at the meeting, and contain your 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 your Fund. If you complete
and sign the proxy, we'll vote it exactly as you tell us. If you simply sign
the proxy, we'll vote it in accordance with the Directors' recommendation on
page 1 of the proxy statement.

WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL IN THE PROXY
STATEMENT. THEN, FILL OUT 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).

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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, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.
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TEMPLETON DRAGON FUND, INC.

NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Dragon Fund, Inc.
(the "Fund") will be held at the Fund's offices, 500 East Broward Boulevard,
12th Floor, Ft. Lauderdale, Florida 33394-3091 on Thursday, August 30, 2001 at
10:00 a.m. Eastern time.

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

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

By order of the Board of Directors,

Barbara J. Green
Secretary

July 16, 2001

MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL
RECEIVE PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. JAPANESE SHAREHOLDERS SHOULD BE AWARE THAT JAPAN SECURITIES
CLEARING CORPORATION MAY EXERCISE A VOTE ON THE PROPOSAL ON YOUR BEHALF IF
YOU DO NOT RETURN A PROXY CARD.

PAGE

TEMPLETON DRAGON FUND, INC.

PROXY STATEMENT

- INFORMATION ABOUT VOTING

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on Thursday, June 7, 2001
are entitled to be be present and to vote at the Meeting or any adjourned
Meeting. Each share of record is entitled to one vote 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 16, 2001.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on one Proposal:

o The election of four 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
four 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, a control number and 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 for the Proposal,
your proxy will be voted as you indicated. If you simply sign and date the
proxy card, but don't specify a vote for the Proposal, your shares will be
voted IN FAVOR of the nominees for 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 at
or prior to the Meeting, or by attending the Meeting and voting in person.

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- THE PROPOSAL: ELECTION OF DIRECTORS

HOW ARE NOMINEES SELECTED?

The Board of Directors of the Fund (the "Board") has a Nominating and
Compensation Committee (the "Committee") consisting of Andrew H. Hines,
Jr., Edith E. Holiday and Gordon S. Macklin, all of whom are independent
directors. The Committee is responsible for the selection and nomination
for appointment of candidates to serve as Directors of the Fund. The
Committee will review shareholders' nominations to fill vacancies on the
Board, if these nominations are submitted in writing and addressed to the
Committee at the Fund's offices. However, the Committee expects to be able
to identify from its own resources an ample number of qualified candidates.

WHO ARE THE NOMINEES AND DIRECTORS?

The Board is divided into three classes, each class having a term of three
years. Each year the term of office of one class expires. This year, the
terms of four Directors expire. Martin L. Flanagan, Andrew H. Hines, Jr.,
Edith E. Holiday and Charles B. Johnson have been nominated for three-year
terms, set to expire at the 2004 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. In addition, all of
the current nominees and Directors are also directors or trustees of other
Franklin(R) funds and/or Templeton(R) funds (collectively, the "Franklin
Templeton funds").

Certain 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 own approximately 18%
and 15%, respectively, of its outstanding shares. Resources, a global
investment 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, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles E.
Johnson, Vice President of the Fund, is the son and nephew, respectively,
of brothers Charles B. Johnson, the Chairman of the Board and Vice
President of the Fund, and Rupert H. Johnson, Jr., Vice President of the
Fund. There are no family relationships among any of the Directors or
nominees.

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

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Listed below, for each nominee and Director, is a brief description of
recent professional experience, and ownership of shares of the Fund and
shares of the Franklin Templeton funds.

FUND SHARES
SHARES BENEFICIALLY
BENEFICIALLY OWNED IN
OWNED FRANKLIN
AND % OF TOTAL TEMPLETON
NAME, PRINCIPAL OCCUPATION OUTSTANDING FUNDS (INCLUDING
DURING THE PAST FIVE YEARS AND AGE SHARES AS OF THE FUND) AS OF
JUNE 30, 2001 JUNE 30, 2001
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NOMINEES TO SERVE UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS:

MARTIN L. FLANAGAN* 1,344** 13,051
DIRECTOR AND VICE PRESIDENT SINCE 1994

President, Member--Office of the President, Chief Financial
Officer and Chief Operating Officer, Franklin Resources, Inc.;
Chairman, Franklin Templeton Services, LLC; Executive Vice
President, Franklin Templeton Investor Services, LLC;
President and Chief Financial Officer, Franklin Mutual
Advisers, LLC; Executive Vice President, Chief Financial
Officer and Director, Templeton Worldwide, Inc.; Executive
Vice President and Chief Operating Officer, Templeton
Investment Counsel, LLC; Executive Vice President, Franklin
Advisers, Inc. and Franklin Investment Advisory Services, Inc.;
Chief Financial Officer, Franklin Advisory Services, LLC;
officer and/or director of some of the other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or trustee,
as the case may be, of 51 of the investment companies in
Franklin Templeton Investments. Age 40.

ANDREW H. HINES, JR. 0 66,658
DIRECTOR SINCE 1994

Consultant, Triangle Consulting Group; Executive-in-Residence,
Eckerd College (1991-present); director or trustee, as the case
may be, of 19 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Chairman and Director,
Precise Power Corporation (1990-1997), Director, Checkers
Drive-In Restaurant, Inc. (1994-1997), and Chairman of the
Board and Chief Executive Officer, Florida Progress
Corporation (holding company in the energy area) (1982-1990)
and director of various of its subsidiaries. Age 78.

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EDITH E. HOLIDAY 100** 41,268
DIRECTOR SINCE 1996

Director, Amerada Hess Corporation (exploration and refining
of oil and gas) (1993-present), Hercules Incorporated
(chemicals, fibers and resins) (1993-present), Beverly
Enterprises, Inc. (health care) (1995-present), H.J. Heinz
Company (processed foods and allied products) (1994-present)
and RTI International Metals, Inc. (manufacture and
distribution of titanium) (1999-present); director or trustee, as
the case may be, of 28 of the investment companies in Franklin
Templeton Investments; 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). Age 49.

CHARLES B. JOHNSON* 14,604** 1,919,988
CHAIRMAN SINCE 1995 AND VICE PRESIDENT SINCE 1994

Chairman of the Board, Chief Executive Officer, Member--
Office of the Chairman and Director, Franklin Resources, Inc.;
Vice President, Franklin Templeton Distributors, Inc.; and
officer and/or director or trustee, as the case may be, of most of
the other subsidiaries of Franklin Resources, Inc. and of 48 of
the investment companies in Franklin Templeton Investments.
Age 68.

DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS:

BETTY P. KRAHMER 9,000*** 148,831
DIRECTOR SINCE 1994

Director or trustee of various civic associations; director or
trustee, as the case may be, of 18 of the investment companies
in Franklin Templeton Investments; and FORMERLY, Economic
Analyst, U.S. government. Age 71.

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GORDON S. MACKLIN 2,000** 325,152
DIRECTOR SINCE 1994

Deputy Chairman, White Mountains Insurance Group, Ltd.
(holding company); Director, Martek Biosciences Corporation,
WorldCom, Inc. (communications services), MedImmune, Inc.
(biotechnology), Overstock.com (internet services), and
Spacehab, Inc. (aerospace services); director or trustee, as the
case may be, of 48 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Chairman, White River
Corporation (financial services) (until 1998) and Hambrecht &
Quist Group (investment banking) (until 1992), and President,
National Association of Securities Dealers, Inc. (until 1987).
Age 73.

FRED R. MILLSAPS 0 1,024,729
DIRECTOR SINCE 1994

Manager of personal investments (1978-present); director of
various business and nonprofit organizations; director or
trustee, as the case may be, of 19 of the investment companies
in Franklin Templeton Investments; and FORMERLY, Chairman
and Chief Executive Officer, Landmark Banking Corporation
(1969-1978), Financial Vice President, Florida Power and Light
(1965-1969), and Vice President, Federal Reserve Bank of
Atlanta (1958-1965). Age 72.

DIRECTORS SERVING UNTIL 2002 ANNUAL MEETING OF SHAREHOLDERS:

HARRIS J. ASHTON 500** 509,584
DIRECTOR SINCE 1994

Director, RBC Holdings, Inc. (bank holding company) and
Bar-S Foods (meat packing company); director or trustee, as
the case may be, of 48 of the investment companies in Franklin
Templeton Investments; and FORMERLY, President, Chief
Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers) (until 1998). Age 69.

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NICHOLAS F. BRADY* 1,000** 15,186
DIRECTOR SINCE 1994

Chairman, Templeton Emerging Markets Investment Trust
PLC, Templeton Latin America Investment Trust PLC, Darby
Overseas Investments, Ltd. and Darby Emerging Markets
Investments LDC (investment firms) (1994-present); Director,
Templeton Capital Advisors Ltd., Templeton Global Strategy
Funds, Amerada Hess Corporation (exploration and refining of
oil and gas), C2, Inc. (operating and investment business), and
H.J. Heinz Company (processed foods and allied products);
director or trustee, as the case may be, of 18 of the investment
companies in Franklin Templeton Investments; and FORMERLY,
Secretary of the United States Department of the Treasury
(1988-1993), Chairman of the Board, Dillon, Read & Co., Inc.
(investment banking) (until 1988) and U.S. Senator, New Jersey
(April 1982-December 1982). Age 71.

FRANK J. CROTHERS 0 14,120
DIRECTOR SINCE 1998

Chairman, Caribbean Electric Utility Services Corporation and
Atlantic Equipment & Power Ltd.; Vice Chairman, Caribbean
Utilities Co., Ltd.; President, Provo Power Corporation;
director of various other business and non-profit organizations;
and director or trustee, as the case may be, of 14 of the
investment companies in Franklin Templeton Investments.
Age 56.

S. JOSEPH FORTUNATO 100** 790,259
DIRECTOR SINCE 1994

Member of the law firm of Pitney, Hardin, Kipp & Szuch; and
director or trustee, as the case may be, of 49 of the investment
companies in Franklin Templeton Investments. Age 68.

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CONSTANTINE D. TSERETOPOULOS 0 77,372
DIRECTOR SINCE 1998

Physician, Lyford Cay Hospital (1987-present); director of
various nonprofit organizations; director or trustee, as the case
may be, of 15 of the investment companies in Franklin
Templeton Investments; and formerly, Cardiology Fellow,
University of Maryland (1985-1987) and Internal Medicine
Resident, Greater Baltimore Medical Center (1982-1985).
Age 47.

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* Nicholas F. Brady, Martin L. Flanagan, and Charles B. Johnson are "interested
persons" as defined by the Investment Company Act of 1940, as amended (the
"1940 Act"). The 1940 Act limits the percentage of interested persons that
can comprise a fund's board of directors. Mr. Johnson is an interested
person due to his ownership interest in Resources, his employment
affiliation with Resources and his position with the Fund. Mr. Flanagan is
an interested person due to his employment affiliation with Resources and
his position with the Fund. Mr. Brady's status as an interested person
results from his business affiliations with Resources and Templeton Global
Advisors Limited. Mr. Brady and Resources are both limited partners of
Darby Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady is Chairman and
shareholder of Darby Overseas Investments, Ltd., which is the corporate
general partner of Darby Overseas. In addition, Darby Overseas and
Templeton Global Advisors Limited are limited partners of Darby Emerging
Markets Fund, L.P. ("DEMF"). Mr. Brady serves as Chairman of the corporate
general partner of DEMF, and Darby Overseas and its general partner own
100% of the stock of the general partner of DEMF. Mr. Brady is also a
director of Templeton Capital Advisors Ltd. ("TCAL"), which serves as
investment manager to certain unregistered funds. TCAL and Templeton Global
Advisors Limited are both indirect subsidiaries of Resources. The remaining
nominees and Directors of the Fund are not interested persons of the Fund
(the "Independent Directors").

** Less than 1%.

*** Less than 1%. Of the shares indicated, Mrs. Krahmer beneficially owns 1,000
shares for her own account. Of the remainder, beneficial ownership may be
attributable to Mrs. Krahmer by virtue of her husband's ownership of 4,000
shares through a retirement account, and the ownership of 4,000 shares held
in trust for the benefit of Mrs. Krahmer's children for which her husband
serves as trustee.

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
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. The Directors also oversee the services furnished
to the Fund by Templeton Asset Management Ltd.-Hong Kong branch, the Fund's
investment manager (the "Investment Manager"), and various other service
providers. The Fund currently pays the Independent Directors and Mr. Brady
an annual retainer of $2,000 and a fee of $400 per Board meeting attended.
Directors serving on the Audit Committee of the Fund and other investment
companies in Franklin Templeton Investments receive a flat

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fee of $2,000 per Audit Committee meeting attended, a portion of which is
allocated to the Fund. Members of a committee are not compensated for any
committee meeting held on the day of a Board meeting.

During the fiscal year ended December 31, 2000, there were five meetings of
the Board, three meetings of the Audit Committee, and five meetings of the
Nominating and Compensation Committee. Each of the Directors then in office
attended at least 75% 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. There was 100% attendance at the meetings of the Audit
Committee and the Nominating and Compensation Committee.

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 from Franklin Templeton funds by
the Investment Manager and its affiliates. 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.

AGGREGATE NUMBER OF BOARDS WITHIN
COMPENSATION FRANKLIN TEMPLETON FUNDS TOTAL COMPENSATION FROM
NAME OF DIRECTOR FROM THE FUND* ON WHICH DIRECTOR SERVES** FRANKLIN TEMPLETON FUNDS***
--------------------------------- ---------------- -------------------------------------------------------------

Harris J. Ashton $4,000 48 $359,404
Nicholas F. Brady 3,600 18 128,400
Frank J. Crothers 4,000 14 82,000
S. Joseph Fortunato 4,000 49 359,629
Andrew H. Hines, Jr. 4,069 19 199,100
Edith E. Holiday 4,000 28 248,305
Betty P. Krahmer 4,000 18 136,000
Gordon S. Macklin 4,000 48 359,504
Fred R. Millsaps 4,069 19 199,100
Constantine D. Tseretopoulos 4,000 15 84,000

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* Compensation received for the fiscal year ended December 31, 2000.

** We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. 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 52 registered investment companies, with approximately
156 U.S. based funds or series.

*** For the calendar year ended December 31, 2000.

The table above indicates the total fees paid to Directors by the Fund
individually and by all of the Franklin Templeton funds. These Directors
also serve as directors or trustees of other investment companies 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 Franklin
Templeton funds enhances the ability of each fund to obtain, at a
relatively modest cost to each

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separate fund, the services of high caliber, experienced and knowledgeable
Independent Directors who can more effectively oversee the management of
the funds.

Board members historically have followed a policy of having substantial
investments in one or more of the Franklin Templeton funds, 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 fees received for serving as a director or
trustee of a Templeton fund in shares of one or more Templeton funds and
one-third of fees received for serving as a director or trustee of a
Franklin fund in shares of one or more Franklin funds until the value of
such investments equals or exceeds five times the annual 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, were 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 each Executive Officer, is a brief
description of recent professional experience:

NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
----------------------------- ------------------------------------------------------------

CHARLES B. JOHNSON See "Nominees to serve until 2004 Annual Meeting of
CHAIRMAN SINCE 1995 AND shareholders."
VICE PRESIDENT SINCE 1994

MARK MOBIUS Portfolio Manager of various Templeton advisory affiliates;
PRESIDENT SINCE 1994 Managing Director, Templeton Asset Management Ltd.;
Executive Vice President and Director, Templeton Global
Advisors Limited; officer of eight of the investment
companies in Franklin Templeton Investments; officer and/or
director as the case may be of some of the subsidiaries of
Franklin Resources, Inc.; 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). Age 64.

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NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
------------------------------------- ----------------------------------------------------------------

RUPERT H. JOHNSON, JR. Vice Chairman, Member--Office of the Chairman and
VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Vice President and
Director, Franklin Templeton Distributors, Inc.; Director,
Franklin Advisers, Inc. and Franklin Investment Advisory
Services, Inc.; Senior Vice President, Franklin Advisory
Services, LLC; and officer and/or director or trustee, as the
case may be, of most of the other subsidiaries of Franklin
Resources, Inc. and of 51 of the investment companies in
Franklin Templeton Investments. Age 60.

HARMON E. BURNS Vice Chairman, Member--Office of the Chairman and
VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Vice President and
Director, Franklin Templeton Distributors, Inc.; Executive
Vice President, Franklin Advisers, Inc.; Director, Franklin
Investment Advisory Services, Inc., and officer and/or director
or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 51 of the
investment companies in Franklin Templeton Investments.
Age 56.

CHARLES E. JOHNSON President, Member--Office of the President and Director,
VICE PRESIDENT SINCE 1996 Franklin Resources, Inc.; Senior Vice President, Franklin
Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc. and Franklin Advisers, Inc.;
Chairman of the Board and President, Franklin Investment
Advisory Services, Inc.; officer and/or director of some of the
other subsidiaries of Franklin Resources, Inc.; and officer
and/or director or trustee, as the case may be, of 33 of the
investment companies in Franklin Templeton Investments.
Age 44.

MARTIN L. FLANAGAN See "Nominees to serve until 2004 Annual Meeting of
DIRECTOR AND VICE PRESIDENT shareholders."
SINCE 1994

JEFFREY A. EVERETT President and Director, Templeton Global Advisors Limited;
VICE PRESIDENT SINCE JANUARY 2001 and officer of some of the investment companies in Franklin
Templeton Investments; and formerly, Investment Officer,
First Pennsylvania Investment Research (until 1989). Age 37.

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NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
-------------------------------- ----------------------------------------------------------------

SAMUEL J. FORESTER, JR. Managing Director, Templeton Worldwide, Inc.; Vice
VICE PRESIDENT SINCE 1994 President and Director, Templeton Global Income Portfolio
Ltd.; Director, Closed Joint-Stock Company Templeton and
Templeton Trust Services Pvt. Ltd.; officer of 9 of the
investment companies in Franklin Templeton Investments;
and FORMERLY, President, Templeton Global Bond Managers, a
division of Templeton Investment Counsel, LLC, Founder
and Partner, Forester, Hairston Investment Management, Inc.
(1989-1990), Managing Director (Mid-East Region), Merrill
Lynch, Pierce, Fenner & Smith Inc. (1987-1988), and Advisor
for Saudi Arabian Monetary Agency (1982-1987). Age 52.

JOHN R. KAY Vice President, Templeton Worldwide, Inc.; Assistant Vice
VICE PRESIDENT SINCE 1994 President, Franklin Templeton Distributors, Inc.; Senior Vice
President, Franklin Templeton Services, LLC; officer of 23 of
the investment companies in Franklin Templeton Investments;
and FORMERLY, Vice President and Controller, Keystone
Group, Inc. Age 60.

MURRAY L. SIMPSON Executive Vice President and General Counsel, Franklin
VICE PRESIDENT AND ASSISTANT Resources, Inc.; officer and/or director of some of the
SECRETARY SINCE 2000 subsidiaries of Franklin Resources, Inc.; officer of 52 of the
investment companies in Franklin Templeton Investments;
and FORMERLY, Chief Executive Officer and Managing Director,
Templeton Franklin Investment Services (Asia) Limited (until
2000) and Director, Templeton Asset Management Ltd. (until
1999). Age 63.

BARBARA J. GREEN Vice President and Deputy General Counsel, Franklin
VICE PRESIDENT SINCE 2000 AND Resources, Inc.; Senior Vice President, Templeton Worldwide,
SECRETARY SINCE 1996 Inc.; officer of 52 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Deputy Director,
Division of Investment Management, Executive Assistant and
Senior Advisor to the Chairman, Counselor to the Chairman,
Special Counsel and Attorney Fellow, U.S. Securities and
Exchange Commission (1986-1995), Attorney, Rogers & Wells
(until 1986), and Judicial Clerk, U.S. District Court (District
of Massachusetts) (until 1979). Age 53.

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Name and Offices Principal Occupation
with the Fund During Past Five Years and Age
------------------------------- --------------------------------------------------------------

DAVID P. GOSS Associate General Counsel, Franklin Templeton Investments;
VICE PRESIDENT AND ASSISTANT President, Chief Executive Officer and Director, Franklin
SECRETARY SINCE 2000 Select Realty Trust, Property Resources, Inc., Property
Resources Equity Trust, Franklin Real Estate Management,
Inc. and Franklin Properties, Inc.; officer and director of
some of the other subsidiaries of Franklin Resources, Inc.;
officer of 52 of the investment companies in Franklin
Templeton Investments; and FORMERLY, President, Chief
Executive Officer and Director, Franklin Real Estate Income
Fund and Franklin Advantage Real Estate Income Fund
(until 1996). Age 54.

BRUCE S. ROSENBERG Vice President, Franklin Templeton Services, LLC, and officer
TREASURER SINCE 2000 of 19 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Senior Manager--Fund
Accounting, Templeton Global Investors, Inc. (1995-1996).
Age 39.

- INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton
Asset Management Ltd.-Hong Kong Branch, a Singapore company with a branch
office at Two Exchange Square, Hong Kong. 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 One Franklin Parkway, San
Mateo, California 94403-1906. FT Services is an indirect, wholly owned
subsidiary of Resources. Pursuant to an administration agreement, FT
Services performs certain administrative functions for the Fund. In
addition, FT Services has entered into a Japanese shareholder servicing and
administration agreement with Nomura Asset Management U.S.A. Inc.
("NAM-USA"), formerly Nomura Capital Management, Inc., under which NAM-USA
performs certain administrative functions in Japan, subject to FT Services'
supervision. NAM-USA is an affiliate of Nomura International (Hong Kong)
Limited, an initial underwriter of the Fund's shares. NAM-USA has offices
at 180 Maiden Lane, 26th Floor, New York, New York 10038.

THE TRANSFER AGENT. The transfer agent, registrar and dividend
disbursement agent for the Fund is Mellon Investor Services LLC, 85
Challenger Road, Overpeck Centre, Ridgefield Park, New Jersey 07660.

12
PAGE

THE CUSTODIAN. The custodian for the Fund is The Chase Manhattan Bank,
MetroTech Center, Brooklyn, New York 11245.

OTHER MATTERS. The Fund's last audited financial statements and annual
report, dated December 31, 2000, 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.

As of June 7, 2001, the Fund had 48,746,093 shares outstanding and total
net assets of $557,621,304. The Fund's shares are listed on the NYSE
(Symbol: TDF) and on the Osaka Securities Exchange (Symbol: 8683). 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 7, 2001, there were no other entities holding beneficially or of
record more than 5% of the Fund's outstanding shares, except as shown in
the following table:

AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING SHARES
-------------------------------------- ------------------------- -------------------

President and Fellows of Harvard 5,618,6511 11.52%2
College c/o Harvard Management
Company, Inc. 600 Atlantic Avenue
Boston, MA 02210

------------------------
1. The nature of beneficial ownership is sole voting and dispositive power
as reported on Schedule 13F-HR filed with the U.S. Securities and Exchange
Commission on May 7, 2001.

2. At March 31, 2001.

In addition, to the knowledge of the Fund's management, as of June 7, 2001,
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.

- AUDIT COMMITTEE

The Board has a standing Audit Committee consisting of Messrs. Millsaps
(Chairman), Crothers, Hines and Tseretopoulos, all of whom are Independent
Directors and also are considered to be "independent" as that term is
defined by the NYSE's listing standards. Messrs. Crothers and Tseretopoulos
were appointed to the Audit Committee by the Board on October 27, 2000 when
the Board approved a recommendation from the Audit Committee to increase
the size of the Committee. The Audit Committee reviews the maintenance of
the Fund's records and the safekeeping arrangements of the Fund's

13
PAGE

custodian, reviews both the audit and non-audit work of the Fund's
independent auditors, and submits a recommendation to the Board as to the
selection of independent auditors.

SELECTION OF INDEPENDENT AUDITORS. Upon the recommendation of the Audit
Committee, the Board selected the firm of PricewaterhouseCoopers LLP
("PwC") as independent 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 in connection with the annual
audit of the Fund's financial statements for the fiscal year ended December
31, 2000 were $72,400.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. PwC did not
render any services with respect to financial information systems design
and implementation during the fiscal year ended December 31, 2000 to the
Fund or entities affiliated with the Fund that provide services to the
Fund.

ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the
Fund or entities affiliated with the Fund that provide services to the Fund
for the fiscal year ended December 31, 2000 were approximately $5,000. The
Audit Committee of the Fund has determined that provision of these
non-audit services is compatible with maintaining the independence of PwC.

AUDIT COMMITTEE REPORT. The Fund's Board of Directors 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 is attached
as "Exhibit A" to this proxy statement.

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

The Audit Committee received the written disclosures and the letter from
PwC required by Independence Standards Board 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, the independence of PwC, 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

14
PAGE

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
company's accounting principles.

Based on its 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 of Directors that the audited financial statements be included
in the Fund's Annual Report to Shareholders for the fiscal year ended
December 31, 2000 for filing with the U.S. Securities and Exchange
Commission.

AUDIT COMMITTEE
Fred R. Millsaps (Chairman)
Frank J. Crothers
Andrew H. Hines, Jr.
Constantine D. Tseretopoulos

- FURTHER INFORMATION ABOUT VOTING AND
THE SHAREHOLDERS' MEETING

SOLICITATION OF PROXIES. Your vote is being solicited by the Board of
Directors of the Fund. 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 also may include
telephone, telecopy or oral solicitations. If the Fund does not receive
your proxy by a certain time you may receive a telephone call from a
professional proxy solicitation firm asking you to vote. If professional
proxy solicitors are retained, it is expected that soliciting fees would be
approximately $3,500, 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.

15
PAGE

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, as well as the Japan Securities Clearing Corporation ("JSCC")
holding shares of the Fund for its beneficial owners, 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' or JSCC's proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers and JSCC to vote on the Proposal to be
considered at the Meeting 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 and JSCC 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 are all counted as shares
present and entitled to vote for purposes of determining whether the
required quorum of shares exists.

METHODS 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 not cast and, therefore, will not be counted for
purposes of obtaining approval of the Proposal.

SIMULTANEOUS MEETINGS. The Meeting is to be held at the same time as the
annual meeting of shareholders of Templeton Russia Fund, Inc. It is
anticipated that both meetings will be held simultaneously. If any
shareholder at the Meeting objects to the holding of a simultaneous meeting
and moves for an adjournment of the Meeting to a time promptly after the
simultaneous meeting, the persons named as proxies will vote in favor of
such adjournment.

ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting will be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes have not been received
to approve the Proposal, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies
with respect to the Proposal. The persons named as proxies will vote in
their discretion on questions of adjournment.

16
PAGE

SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting
will be held in August 2002. Shareholder proposals to be presented at the
next annual meeting must be received at the Fund's offices, 500 East
Broward Boulevard, Ft. Lauderdale, Florida 33394-3091, Attention:
Secretary, no later than March 18, 2002 in order to be included in the
Fund's proxy statement and proxy card relating to that meeting and
presented at the meeting. Submission of a proposal by a shareholder does
not guarantee that the proposal will be included in the proxy statement. A
shareholder who wishes to make a proposal at the 2002 Annual Meeting of
shareholders without including the proposal in the Fund's proxy statement
should notify the Fund, at the Fund's offices, of such proposal by June 1,
2002. If a shareholder fails to give notice by this date, then the persons
named as proxies in the proxies solicited by the Board for the 2002 Annual
Meeting of shareholders may exercise discretionary voting power with
respect to any such proposal.

By order of the Board of Directors,

Barbara J. Green
Secretary

July 16, 2001

PAGE

EXHIBIT A

AUDIT COMMITTEE CHARTER
OF TEMPLETON FUNDS
AS AMENDED AND RESTATED

PURPOSE AND COMPOSITION

The primary purpose of the Audit Committee is to oversee for the Templeton
Funds (each, a "Fund" and collectively, the "Funds") the Fund's accounting
and financial reporting policies and practices and internal controls,
assure the quality and objectivity of the independent audit and the Fund's
financial statements, act as a liaison between the Board of
Directors/Trustees and the Fund's external and internal auditors, and
periodically report to the Board of Directors/Trustees. The function of the
Audit Committee is oversight with respect to the integrity of the financial
statements. The maintenance of adequate systems of internal control is the
responsibility of Fund management. This Charter affirms and recognizes that
the independent auditors for the Fund are ultimately accountable to the
Board of Directors/Trustees and the Audit Committee.

The Committee shall consist of Directors/Trustees that are non-interested
Directors/Trustees as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") ("Independent Directors/Trustees"). Audit
Committee members shall be selected by a majority of the Independent
Directors/Trustees of the Fund. One member shall be designated by the Audit
Committee members as Chairman of the Audit Committee. Additionally, an
Audit Committee of a New York Stock Exchange, Inc. ("NYSE") listed Fund
will consist of not fewer than three Independent Directors/Trustees and
shall satisfy the qualification requirements of Independence provided in
Section 303 of Section 3 of the NYSE Listed Company Manual, as may be
amended from time to time.

DUTIES AND RESPONSIBILITIES

The Audit Committee shall have the following duties and responsibilities:

o The Audit Committee and the Board of Directors/Trustees shall have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors (or to nominate the
independent auditors to be proposed for shareholder approval in any proxy
statement).

A-1
PAGE

o Review audits of the financial records of the Fund and the audit report
of the independent auditors.

o Confer with management of the Fund and the independent auditors regarding
accounting and financial statement matters.

o Review the annual audit plan of the independent auditors to provide
reasonable assurance that the major risk exposure areas of the Fund are
adequately audited. Discuss the extent of reliance by independent auditors
on work of the internal auditors.

o Review fee arrangements of the independent auditors as negotiated by
management.

o Review Statement on Auditing Standards No. 61 issues with the independent
auditors. This Statement governs the required communication of independent
auditors with audit committees and includes such items as independence,
disagreements with management, management judgments and accounting
estimates, and significant accounting policies. The Audit Committee will
request that the independent auditors provide a written statement on a
periodic basis delineating all relationships between the independent
auditors and the Fund and its manager, and actively engage in a dialogue
with the independent auditors with respect to any disclosed relationships
or services that may impact the objectivity and independence of the
independent auditors. It will recommend, when necessary, that the Board of
Directors/Trustees take appropriate action in response to the independent
auditors' report to satisfy itself of the auditors' independence.

o Review with management and the independent auditors the Fund's financial
disclosure documents filed with the U.S. Securities and Exchange
Commission ("SEC") (e.g., annual financial statements) and to assure that
independent auditors have been engaged to review such financial statements
of the Fund as may from time to time be required to be reviewed by
independent auditors by rule of the SEC and in the case of a Fund that is
listed on the NYSE, by rule of the NYSE.

o Following completion of the annual audit, review with management and the
independent auditors the findings and recommendations on internal control
and accounting procedures as presented in the independent auditors'
management letter required by Independence Standards Board No. 1, as may
be modified or supplemented, together with applicable management
responses.

o As necessary, consult with the Fund's Treasurer regarding the adequacy of
internal accounting controls and the ongoing findings of the internal
auditors.

A-2
PAGE

o Confer with counsel regarding Legal Department investigations and any
material pending litigation. Review with management and the independent
auditors the expected impact of any such matters on the financial
statements.

o Obtain guidance from the independent auditors on new pronouncements by
the FASB, AICPA, SEC or others having an effective date subsequent to the
year-end which will require accounting policy changes or additional
disclosures in future financial statements and the anticipated effect.
Review the independent auditors' views as to desirability and means of
early adoption.

o Review bases of accounting and valuation for marketable securities,
changes in the market value since year-end, method of determining market
value of securities not publicly traded and marketability of all items
included in this classification, including any material pricing errors for
the Fund for the period.

o Review the cooperation of management in promptly furnishing all
information requested by the independent auditors.

o Review whether all reports of the internal auditors were made available
for the independent auditors' review. The extent to which the independent
auditors have read such reports and reviewed working papers and work
programs in support thereof should be made known to the Audit Committee,
along with reliance on such work and impact upon audit scope.

o As necessary, review inspection reports from regulatory authorities.

o Approve, and recommend approval by the Board of Directors/Trustees of,
the Fund's dividends and distributions (including declaration, record and
payment dates).

MEETINGS

The Audit Committee shall hold meetings at such times as deemed necessary
by the Chairman of the Audit Committee or the President of the Fund.
Reasonable notice of all meetings shall be given at the direction of the
Chairman of the Audit Committee. The agenda shall be established by the
Chairman of the Audit Committee.

A majority of the members shall constitute a quorum of the Audit Committee
for the transaction of its business.

A-3
PAGE

The Treasurer will have an independent reporting relationship and
accountability to the Audit Committee and serve as a liaison between the
Fund and the Audit Committee.

The Secretary shall give notice of and shall customarily attend all
meetings of the Audit Committee. The Chairman of the Audit Committee may
invite other Fund officers to participate in Audit Committee meetings. The
Audit Committee may, at its discretion, meet in executive session without
the presence of Fund officers.

REPORTING

At the close of the Fund's fiscal year, the Chairman of the Audit Committee
shall report to the Board of Directors/Trustees on the results of its
reviews and make such recommendations as deemed appropriate and at such
other times as the Board of Directors/Trustees requests or as the Audit
Committee deems appropriate. The Committee will keep minutes of its
meetings and will make such minutes available as requested to the full
Board for its review.

ANNUAL CHARTER REVIEW

The Audit Committee shall review and reassess the adequacy of this Charter
at least annually and recommend any changes as may be deemed necessary to
the full Board of Directors/Trustees. With respect to any subsequent
changes to the composition of the Audit Committee of a NYSE listed Fund,
and otherwise approximately once each year, a NYSE listed Fund will submit
to the NYSE the NYSE's Written Affirmation in accordance in Section 303.02
of the NYSE Listed Company Manual.

Approved by Audit Committees May 10, 2000
Adopted by Boards of Directors/Trustees May 17, 2000
Amended by Audit Committees February 09, 2001
Adopted by Boards of Directors/Trustees February 23, 2001

A-4
PAGE

TLTDF PROXY 07/01

PAGE

TEMPLETON DRAGON FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 30, 2001

The undersigned hereby revokes all previous proxies for his/her shares and
appoints BARBARA J. GREEN, SAMUEL J. FORESTER, JR. and BRUCE S. ROSENBERG, and
each of them, proxies of the undersigned with full power of substitution to vote
all shares of Templeton Dragon Fund, Inc. (the" Fund") that the undersigned is
entitled to vote at the Fund's Annual Meeting to be held at 500 East Broward
Blvd., 12th Floor, Ft. Lauderdale, Florida at 10:00 a.m., Eastern time, on the
30th day of August 2001, including any adjournments thereof, upon matters set
forth below and instructs them to vote upon any matters that may properly be
acted upon at this 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. IF ANY OTHER MATTERS PROPERLY COME BEFORE THEM 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

PAGE

Please mark your ballot as
indicated in this example [x]

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.

Proposal: Election of Directors.

FOR all nominees WITHHOLD Nominees: 01 MARTIN L. FLANAGAN, 02 ANDREW H. HINES, JR.,
listed (except as AUTHORITY 03 EDITH E. HOLIDAY AND 04 CHARLES B. JOHNSON
marked to the right) to vote for all
nominees listed

[ ] [ ] To withhold authority to vote for any individual
nominee, write that nominee's name on the line
below.

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

I PLAN TO ATTEND THE MEETING. YES NO
[ ] [ ]

SIGNATURE(S): DATED , 2001
--------------------------------------------- -------

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