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FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS
TEMPLETON EMERGING MARKETS FUND
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the Annual Meeting of Shareholders (the "Meeting")
scheduled for February 22, 2008 at 12 Noon, Eastern time. The enclosed
materials discuss the proposal (the "Proposal") to be voted on at the Meeting,
and contain the Notice of Meeting, proxy statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to Templeton Emerging Markets Fund (the
"Fund"). If you specify a vote on the Proposal, your proxy will be voted as you
indicate. If you simply sign and date the proxy card, but do not specify a vote
on the Proposal, your proxy will be voted FOR the Proposal.
We urge you to spend a few minutes reviewing the Proposal in the proxy
statement. Then, please fill out and sign the proxy card and return it to us so
that we know how you would like to vote. When shareholders return their proxies
promptly, the Fund may be able to save money by not having to conduct
additional mailings.
We welcome your comments. If you have any questions, call Fund Information
at 1-800/DIAL BEN(R) (1-800-342-5236).
TELEPHONE AND INTERNET VOTING
For your convenience, you may be able to vote by telephone or through the
Internet, 24 hours a day. If your account is eligible, instructions are
enclosed.
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FRANKLIN/R/ TEMPLETON/R/
INVESTMENTS
TEMPLETON EMERGING MARKETS FUND
NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders (the "Meeting") of Templeton Emerging
Markets Fund (the "Fund") will be held at the Fund's offices, 500 East Broward
Boulevard, 12/th/ Floor, Fort Lauderdale, Florida 33394-3091 on February 22,
2008 at 12 Noon, Eastern time.
During the Meeting, shareholders of the Fund will vote on the following
Proposal:
. The election of four Trustees of the Fund to hold office for the
terms specified.
By Order of the Board of Trustees,
Robert C. Rosselot
Secretary
January 14, 2008
Please sign and promptly return the proxy card in the enclosed self-addressed
envelope regardless of the number of shares you own.
TEMPLETON EMERGING MARKETS FUND
PROXY STATEMENT
..INFORMATION ABOUT VOTING
Who is asking for my vote?
The Trustees of Templeton Emerging Markets Fund (the "Fund"), in connection
with the Fund's Annual Meeting of Shareholders (the "Meeting"), have requested
your vote.
Who is eligible to vote?
Shareholders of record at the close of business on December 31, 2007 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote (and a proportionate fractional
vote for each fractional share) on each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were first mailed to
shareholders of record on or about January 14, 2008.
On what issue am I being asked to vote?
You are being asked to vote on the election of four nominees to the position
of Trustee.
How do the Fund's Trustees recommend that I vote?
The Trustees 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, instructions are enclosed.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote on the Proposal, your
proxy will be voted as you indicate. If you simply sign, date and return the
proxy card, but do not specify a vote on the Proposal, your shares will be
voted FOR the election of all nominees as Trustee.
May I revoke my proxy?
You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or by attending the Meeting and voting in
person.
What if my shares are held in a brokerage account?
If your shares are held by your broker, then in order to vote in person at
the Meeting, you will need to obtain a "Legal Proxy" from your broker and
present it to the Inspector of Election at the Meeting. Also, in order to
revoke your proxy, you may need to forward your written revocation or a
later-dated proxy card to your broker rather than to the Fund.
..THE PROPOSAL: ELECTION OF TRUSTEES
How are nominees selected?
The Board of Trustees of the Fund (the "Board" or the "Trustees") has a
Nominating Committee consisting of Edith E. Holiday (Chairperson), Frank J.
Crothers and Frank A. Olson, none of whom is an "interested person" of the Fund
as defined by the Investment Company Act of 1940, as amended (the "1940 Act").
Trustees who are not interested persons of the Fund are referred to as the
"Independent Trustees," and Trustees who are interested persons of the Fund are
referred to as the "Interested Trustees."
The Nominating Committee is responsible for selecting candidates to serve as
Trustees and recommending such candidates (a) for selection and nomination as
Independent Trustees by the incumbent Independent Trustees and the full Board;
and (b) for selection and nomination as Interested Trustees by the full Board.
In considering a candidate's qualifications, the Nominating Committee generally
considers the potential candidate's educational background, business or
professional experience, and reputation. In addition, the Nominating Committee
has established as minimum qualifications for Board membership as an
Independent Trustee: (1) that such candidate be independent from relationships
with the Fund's investment manager and other principal service providers both
within the terms and the spirit of the statutory independence requirements
specified under the 1940 Act and the rules thereunder; (2) that such candidate
demonstrate an ability and willingness to make the considerable time
commitment, including personal attendance at Board meetings, believed necessary
to his or her function as an effective Board member; and (3) that such
candidate have no continuing relationship as a director, officer or Board
member of any U.S. registered investment company other than those within the
Franklin Templeton Investments fund complex or a closed-end business
development company primarily investing in non-public entities.
When the Board has or expects to have a vacancy, the Nominating Committee
receives and reviews information on individuals qualified to be recommended to
the full Board as nominees for election as Trustees, including any
recommendations by "Qualifying Fund Shareholders" (as defined below). Such
individuals are evaluated based upon the criteria described above. To date, the
Nominating Committee has been able to identify, and expects to continue to be
able to identify, from its own resources an ample number of qualified
candidates. The Nominating Committee, however, will review recommendations from
Qualifying Fund Shareholders to fill vacancies on the Board if these
recommendations are submitted in writing and addressed to the Nominating
Committee at the Fund's offices and are presented with appropriate background
material concerning the candidate that demonstrates his or her ability to serve
as a Trustee, including as an Independent Trustee, of the Fund. A Qualifying
Fund Shareholder is a shareholder who (i) has continuously owned of record, or
beneficially through a financial intermediary, shares of the Fund having a net
asset value of not less than two hundred fifty thousand dollars ($250,000)
during the twenty-four month period prior to submitting the recommendation; and
(ii) provides a written notice to the Nominating Committee containing the
following information: (a) the name and address of the Qualifying Fund
Shareholder making the recommendation; (b) the number of shares of the Fund
which are owned of record and beneficially by the Qualifying Fund Shareholder
and the length of time that the shares have been owned by the Qualifying Fund
Shareholder; (c) a description of all arrangements and understandings between
the Qualifying Fund Shareholder and any other person or persons (naming such
person or persons) pursuant to which the recommendation is being made; (d) the
name, age, date of birth, business address and residence address of the person
or persons being recommended; (e) such other information regarding each person
recommended by the Qualifying Fund Shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the U.S.
Securities and Exchange Commission ("SEC") had the nominee been nominated by
the Board; (f) whether the shareholder making the recommendation believes the
2
person recommended would or would not be an "interested person" of the Fund, as
defined in the 1940 Act; and (g) the written consent of each person recommended
to serve as a Trustee of the Fund if so nominated and elected/appointed.
The Nominating Committee may amend these procedures from time to time,
including the procedures relating to the evaluation of nominees and the process
for submitting recommendations to the Nominating Committee.
The Board has adopted and approved a formal written charter for the
Nominating Committee. A copy of the charter is attached as Exhibit A to this
proxy statement.
Who are the nominees and Trustees?
The Board is divided into three classes. Each class has a term of three
years. Each year the term of office of one class expires. This year, the terms
of three Trustees expire. Harris J. Ashton, Frank J. Crothers and Edith E.
Holiday have been nominated for three-year terms, set to expire at the 2011
Annual Meeting of Shareholders. In addition, Ann Torre Bates has been nominated
for a one-year term, set to expire at the 2009 Annual Meeting of Shareholders.
These terms continue, however, until successors are duly elected and qualified.
All of the nominees are currently members of the Board, however, Ann Torre
Bates is standing for election by the shareholders of the Fund for the first
time. An incumbent Interested Trustee recommended Ann Torre Bates for
consideration by the Nominating Committee as nominee for Trustee. All nominees
are deemed to be Independent Trustees. In addition, all of the current nominees
and Trustees are also directors or trustees of other Franklin(R) funds,
Templeton(R) funds, and/or Mutual Series funds.
Interested Trustees of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are Charles
B. Johnson and Rupert H. Johnson, Jr., who owned approximately 17.7% and 15.3%,
respectively, of its outstanding shares as of August 31, 2007. Resources, a
global investment management organization operating as Franklin Templeton
Investments, is primarily engaged, through various subsidiaries, in providing
investment management, share distribution, transfer agent and administrative
services to a family of investment companies. Resources is a New York Stock
Exchange, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles B. Johnson,
Chairman of the Board, Trustee and Vice President of the Fund, and Gregory E.
Johnson, Trustee of the Fund, are father and son. Rupert H. Johnson, Jr., Vice
President of the Fund, is the brother of Charles B. Johnson and the uncle of
Gregory E. Johnson. There are no other family relationships among any of the
Trustees or nominees for Trustee.
Each nominee currently is available and has consented to serve if elected.
If any of the nominees should become unavailable, the designated proxy holders
will vote in their discretion for another person or persons who may be
nominated as Trustees.
Listed below, for the nominees and Trustees, are their names, year of birth
and addresses, as well as their positions and length of service with the Fund,
principal occupations during the past five years, the number of portfolios in
the Franklin Templeton Investments fund complex that they oversee, and other
directorships held by the nominee or Trustee.
3
Nominees for Independent Trustees to serve until 2011 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
----------------------------------------------------------------------------------------------------------
Harris J. Ashton (1932) Trustee Since 1992 141 Bar-S Foods (meat packing
500 East Broward Blvd. company).
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until
2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery
and craft centers) (until 1998).
----------------------------------------------------------------------------------------------------------
Frank J. Crothers (1944) Trustee Since 1999 20 Fortis, Inc. (utility holding
500 East Broward Blvd. company), Nuinsco Resources
Suite 2100 Limited (mineral exploration),
Fort Lauderdale, FL 33394-3091 Royal Fidelity Merchant Bank &
Trust Limited (financial
services), C.A. Bancorp Inc.
(financial services), Victory
Nickel Inc. (mineral
exploration), ABACO Markets
Limited (retail distributors) and
Belize Electricity Limited
(electric utility).
Principal Occupation During Past 5 Years:
Chairman, Island Corporate Holdings Ltd.; Director and Vice Chairman, Caribbean Utilities Company, Ltd.
(electric utility); Director, Provo Power Company Ltd.; director of various other business and nonprofit
organizations; and formerly, Chairman, Atlantic Equipment & Power Ltd. (1977-2003).
----------------------------------------------------------------------------------------------------------
4
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
------------------------------------------------------------------------------------------------------------------
Edith E. Holiday (1952) Lead Trustee 141 Hess Corporation (exploration
500 East Broward Blvd. Independent since 1996 and refining of oil and gas), H.J.
Suite 2100 Trustee and Lead Heinz Company (processed
Fort Lauderdale, FL 33394-3091 Independent foods and allied products), RTI
Trustee since International Metals, Inc.
December 2007 (manufacture and distribution of
titanium), Canadian National
Railway (railroad) and White
Mountains Insurance Group, Ltd.
(holding company).
Principal Occupation During Past 5 Years:
Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States
and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-
1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United
States Treasury Department (1988-1989).
------------------------------------------------------------------------------------------------------------------
Nominee for Independent Trustee to serve until 2009 Annual Meeting of Shareholders:
Ann Torre Bates (1958) Trustee Since 27 SLM Corporation (Sallie Mae)
500 East Broward Blvd. January 2008 and Allied Capital Corporation
Suite 2100 (financial services).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Independent strategic and financial consultant; and formerly, Executive Vice President and Chief Financial
Officer, NHP Incorporated (manager of multifamily housing) (1995-1997); and Vice President and Treasurer,
US Airways, Inc. (until 1995).
------------------------------------------------------------------------------------------------------------------
Independent Trustees serving until 2010 Annual Meeting of Shareholders:
Frank A. Olson (1932) Trustee Since 2003 141 Hess Corporation (exploration
500 East Broward Blvd. and refining of oil and gas) and
Suite 2100 Sentient Jet (private jet service).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and
Chief Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive
Officer, UAL Corporation (airlines).
------------------------------------------------------------------------------------------------------------------
5
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
---------------------------------------------------------------------------------------------------------
Constantine D. Tseretopoulos (1954) Trustee Since 1999 20 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and formerly,
Cardiology Fellow, University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore
Medical Center (1982-1985).
---------------------------------------------------------------------------------------------------------
Interested Trustees serving until 2010 Annual Meeting of Shareholders:
**Charles B. Johnson (1933) Chairman of Chairman of 141 None
One Franklin Parkway the Board, the Board and
San Mateo, CA 94403-1906 Trustee and Trustee since
Vice 1995 and Vice
President President
since 1992
Principal Occupation During Past 5 Years:
Chairman of the Board, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director,
Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton
Investments.
-----------------------------------------------------------------------------------------------------------
**Gregory E. Johnson (1961) Trustee Since 2007 92 None
One Franklin Parkway
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.;
Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some
of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin
Templeton Investments.
----------------------------------------------------------------------------------------------------------------
6
Independent Trustees serving until 2009 Annual Meeting of Shareholders:
Number of
Portfolios in
Franklin
Templeton
Investments
Fund Complex
Length of Overseen
Name, Year of Birth and Address Position Time Served by Trustee* Other Directorships Held
-------------------------------------------------------------------------------------------------------------
David W. Niemiec (1949) Trustee Since 2005 20 Emeritus Corporation (assisted
500 East Broward Blvd. living) and OSI Pharmaceuticals,
Suite 2100 Inc. (pharmaceutical products).
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Advisor, Saratoga Partners (private equity fund); Director, various private companies; and formerly, Managing
Director, Saratoga Partners (1998-2001) and SBC Warburg Dillon Read (investment banking) (1997-1998);
Vice Chairman, Dillon, Read & Co. Inc. (investment banking) (1991-1997); and Chief Financial Officer, Dillon,
Read & Co. Inc. (1982-1997).
-------------------------------------------------------------------------------------------------------------
Larry D. Thompson (1945) Trustee Since 2005 141 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Vice President--Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products);
and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card
provider)((1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University
of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).
-------------------------------------------------------------------------------------------------------------
Robert E. Wade (1946) Trustee Since 2006 34 El Oro and Exploration Co.,
500 East Broward Blvd. p.l.c. (investments) and ARC
Suite 2100 Wireless Solutions, Inc.
Fort Lauderdale, FL 33394-3091 (wireless components and
network products).
Principal Occupation During Past 5 Years:
Practicing attorney.
-------------------------------------------------------------------------------------------------------------
* We base the number of portfolios on each separate series of the U.S.
registered investment companies within the Franklin Templeton Investments
fund complex. These portfolios have a common investment manager or
affiliated investment managers, and also may share a common underwriter.
** Charles B. Johnson and Gregory E. Johnson are "interested persons" of the
Fund as defined by the 1940 Act. The 1940 Act limits the percentage of
interested persons that can comprise a fund's board of trustees. Charles B.
Johnson is considered an interested person of the Fund due to his position
as an officer, director and major shareholder of Resources, which is the
parent company of the Fund's investment manager, and his position with the
Fund. Gregory E. Johnson is considered an interested person of the Fund due
to his position as an officer, director and shareholder of Resources.
Charles B. Johnson is the father of Gregory E. Johnson. The remaining
Trustees of the Fund are Independent Trustees.
7
The following tables provide the dollar range of the equity securities of
the Fund and of all U.S. registered funds in the Franklin Templeton Investments
fund complex beneficially owned by the Trustees as of December 31, 2007:
Aggregate Dollar Range of Equity
Independent Trustees: Securities in all Funds in the
Dollar Range of Equity Franklin Templeton
Name of Trustee Securities in the Fund Investments Fund Complex
------------------------------------------------------------------------------------
Harris J. Ashton............ $10,001--$50,000 Over $100,000
Ann Torre Bates............. None Over $100,000
Frank J. Crothers........... None Over $100,000
Edith E. Holiday............ $1--$10,000 Over $100,000
David W. Niemiec............ None Over $100,000
Frank A. Olson.............. None Over $100,000
Larry D. Thompson........... None Over $100,000
Constantine D. Tseretopoulos None Over $100,000
Robert E. Wade.............. None Over $100,000
Aggregate Dollar Range of Equity
Interested Trustees: Securities in all Funds in the
Dollar Range of Equity Franklin Templeton
Name of Trustee Securities in the Fund Investments Fund Complex
------------------------------------------------------------------------------------
Charles B. Johnson.......... $10,001--$50,000 Over $100,000
Gregory E. Johnson.......... None Over $100,000
How often do the Trustees meet and what are they paid?
The role of the Trustees is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of all of the
Fund's shareholders. The Trustees anticipate meeting at least five times during
the current fiscal year to review the operations of the Fund and the Fund's
investment performance, and will meet more frequently as necessary. The
Trustees 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's Independent Trustees constitute the sole independent Board
members of 14 investment companies in the Franklin Templeton Investments
complex for which each Independent Trustee currently is paid a $145,000 annual
retainer fee, together with a $7,000 per meeting fee for attendance at each
regularly scheduled Board meeting, a portion of which fees are allocated to the
Fund. To the extent held, compensation also may be paid for attendance at
specially called Board meetings. The Fund's lead Independent Trustee is paid an
annual supplemental retainer of $15,000 for service to such investment
companies, a portion of which is allocated to the Fund. Board members who serve
on the Audit Committee of the Fund and such other investment companies receive
a flat fee of $3,000 per Committee meeting attended in person and $2,000 per
telephonic meeting, a portion of which is allocated to the Fund. The Chairman
of the Audit Committee of the Fund and such other investment companies,
receives an additional fee of $10,000 per year, a portion of which is allocated
to the Fund. Members of a Committee are not separately compensated for any
committee meeting held on the day of a regularly scheduled Board meeting. The
foregoing fee arrangements went into effect after June 1, 2007, and the table
below also reflects fees paid prior to such date under arrangements then in
effect.
8
During the fiscal year ended August 31, 2007, there were five meetings of
the Board, three meetings of the Audit Committee, and four meetings of the
Nominating Committee. Each Trustee then in office attended at least 75% of the
aggregate of the total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which the Trustee served. The
Fund does not currently have a formal policy regarding Trustees' attendance at
the annual shareholders' meeting. No Trustees attended the Fund's last annual
meeting held on February 23, 2007.
Independent Trustees are also reimbursed for expenses incurred in connection
with Board meetings. The Interested Trustees and certain officers of the Fund
are shareholders of Resources and may receive indirect remuneration due to
their participation in management fees and other fees received by the
Investment Manager and its affiliates from the funds in Franklin Templeton
Investments. The Investment Manager or its affiliates pay the salaries and
expenses of the officers. No pension or retirement benefits are accrued as part
of Fund expenses.
The table below indicates the total fees paid to Independent Trustees by the
Fund individually and by all of the funds in Franklin Templeton Investments
fund complex. These Trustees also serve as directors or trustees of other funds
in Franklin Templeton Investments, many of which hold meetings at different
dates and times. The Trustees and the Fund's management believe that having the
same individuals serving on the boards of many of the funds in Franklin
Templeton Investments enhances the ability of each fund to obtain, at a
relatively modest cost to each separate fund, the services of high caliber,
experienced and knowledgeable Independent Trustees who can bring their
experience and talents to, and effectively oversee the management of, several
funds.
Number of Boards within
Aggregate Total Compensation from Franklin Templeton
Compensation Franklin Templeton Investments Fund Complex
Name of Trustee from the Fund/(1)/ Investments Fund Complex/(2)/ on which Trustee Serves/(3)/
------------------------------------------------------------------------------------------------------------
Harris J. Ashton.............. $3,484 $426,918 42
Ann Torre Bates/(4) (5)/...... N/A 155,500 16
Frank J. Crothers............. 3,282 173,588 14
Edith E. Holiday.............. 3,266 469,566 42
David W. Niemiec.............. 3,282 173,588 14
Frank A. Olson................ 3,295 462,349 42
Larry D. Thompson............. 3,266 386,461 42
Constantine D. Tseretopoulos.. 3,282 171,588 14
Robert E. Wade/(5)/........... 3,266 474,517 18
--------
/(1)/ Compensation received for the fiscal year ended August 31, 2007.
/(2)/ Compensation received for the 12 months ended September 30, 2007.
/(3)/ We base the number of boards on the number of U.S. registered investment
companies in the Franklin Templeton Investments fund complex. This number
does not include the total number of series or funds within each
investment company for which the Board members are responsible. Franklin
Templeton Investments fund complex currently includes 46 U.S. registered
investment companies, with approximately 155 U.S. based funds or series.
/(4)/ Ms. Bates was appointed to the Board effective January 1, 2008.
/(5)/ Ms. Bates and Mr. Wade also are independent directors of Franklin Mutual
Series Fund Inc. and may, in the future, receive payments pursuant to a
discontinued retirement plan that generally provides payments to
independent board members who have served seven years or longer for such
fund.
9
Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as
is consistent with their individual financial goals. In February 1998, this
policy was formalized through adoption of a requirement that each board member
invest one-third of the fees received for serving as a director or trustee of a
Templeton fund (excluding committee fees) in shares of one or more Templeton
funds (which may include the Fund) until the value of such investments equals
or exceeds five times the annual retainer and regular Board meeting fees paid
to such Board member. Investments in the name of family members or entities
controlled by a Board member constitute fund holdings of such Board member for
purposes of this policy, and a three-year phase-in period applies to such
investment requirements for newly elected Board members. In implementing such
policy, a Board member's fund holdings existing on February 27, 1998, are
valued as of such date with subsequent investments valued at cost.
Who are the Executive Officers of the Fund?
Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. Listed below, for the Executive Officers, are their names, year
of birth and addresses, as well as their positions and length of service with
the Fund, and principal occupations during the past five years.
Name, Year of Birth and Address Position Length of Time Served
-------------------------------------------------------------------------------------------------------------------
Charles B. Johnson Chairman of the Board, Chairman of the Board
Trustee and and Trustee since 1995 and
Vice President Vice President since 1992
Please refer to the table "Interested Trustees serving until 2010 Annual Meeting of Shareholders" for additional
information about Mr. Charles B. Johnson.
-------------------------------------------------------------------------------------------------------------------
Mark Mobius (1936) President and Chief President since 1987 and Chief
17th Floor, The Chater House Executive Officer-- Executive
8 Connaught Road Investment Officer--Investment
Central, Hong Kong Management Management since 2002
Principal Occupation During Past 5 Years:
Portfolio Manager of various Templeton advisory affiliates; Managing Director, Templeton Asset Management
Ltd.; and officer and/or director, as the case may be, of some of the subsidiaries of Franklin Resources, Inc. and
of six of the investment companies in Franklin Templeton Investments; and formerly, President, International
Investment Trust Company Limited (investment manager of Taiwan R.O.C. Fund) (1986-1987); and Director,
Vickers da Costa, Hong Kong (1983-1986).
-------------------------------------------------------------------------------------------------------------------
Rupert H. Johnson, Jr. (1940) Vice President Since 1996
One Franklin Parkway
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Vice Chairman, Member--Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin
Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and
officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc.
and of 44 of the investment companies in Franklin Templeton Investments.
---------------------------------------------------------------------------------------------------------------------
10
Name, Year of Birth and Address Position Length of Time Served
----------------------------------------------------------------------------------------------------------------
Jimmy D. Gambill (1947) Senior Vice President and Since 2002
500 East Broward Blvd. Chief Executive Officer--
Suite 2100 Finance and Administration
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of
some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin
Templeton Investments.
----------------------------------------------------------------------------------------------------------------
John R. Kay (1940) Vice President Since 1994
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Vice President, Templeton Worldwide, Inc.; Senior Vice President, Franklin Templeton Services, LLC; and
officer of some of the other subsidiaries of Franklin Resources, Inc. and of 32 of the investment companies in
Franklin Templeton Investments; and formerly, Vice President and Controller, Keystone Group, Inc.
----------------------------------------------------------------------------------------------------------------
Craig S. Tyle (1960) Vice President and Since 2005
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries
of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and
formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute
(ICI) (1997-2004).
-----------------------------------------------------------------------------------------------------------------
David P. Goss (1947) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA 94403-1906
Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the
subsidiaries of Franklin Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton
Investments.
----------------------------------------------------------------------------------------------------------------
Robert C. Rosselot (1960) Secretary Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources,
Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust
Officer, Fiduciary Trust International of the South; and officer of 14 of the investment companies in Franklin
Templeton Investments.
----------------------------------------------------------------------------------------------------------------
11
Name, Year of Birth and Address Position Length of Time Served
--------------------------------------------------------------------------------------------------------------
Galen G. Vetter (1951) Chief Financial Officer and Since 2004
500 East Broward Blvd. Chief Accounting Officer
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly,
Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and
1991-2004).
--------------------------------------------------------------------------------------------------------------
Gregory R. Seward (1956) Treasurer Since 2004
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
Principal Occupation During Past 5 Years:
Vice President, Franklin Templeton Services, LLC; officer of 18 of the investment companies in Franklin
Templeton Investments; and formerly, Vice President, JPMorgan Chase (2000-2004) and American General
Financial Group (1991-2000).
--------------------------------------------------------------------------------------------------------------
James M. Davis (1952) Chief Compliance Officer and Chief Compliance Officer since
One Franklin Parkway Vice President--AML 2004 and Vice President--
San Mateo, CA 94403-1906 Compliance AML Compliance since 2006
Principal Occupation During Past 5 Years:
Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly,
Director of Compliance, Franklin Resources, Inc. (1994-2001).
--------------------------------------------------------------------------------------------------------------
..ADDITIONAL 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 The Chater House, 17/th/ Floor, 8 Connaught Road, Central, 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 500 East Broward Boulevard,
Suite 2100, Fort Lauderdale, Florida 33394-3091. FT Services is an indirect,
wholly owned subsidiary of Resources and an affiliate of the Investment
Manager. Pursuant to an administration agreement, FT Services performs certain
administrative functions for the Fund.
The Transfer Agent. The transfer agent, registrar and dividend disbursement
agent for the Fund is Mellon Investor Services LLC, P. O. Box 358015,
Pittsburgh, PA 15252-8015.
The Custodian. The custodian for the Fund is JPMorgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.
12
Other Matters. The Fund's last audited financial statements and annual
report for the fiscal year ended August 31, 2007, are available free of charge.
To obtain a copy, please call 1-800/DIAL BEN(R) (1-800-342-5236) or forward a
written request to Franklin Templeton Investor Services, LLC, P.O. Box 33030,
St. Petersburg, Florida 33733-8030.
Principal Shareholders. As of December 31, 2007, the Fund had 18,073,033
shares outstanding and total net assets of $465,708,313.81. The Fund's shares
are listed on the NYSE (NYSE: EMF). 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 December 31, 2007, there were no other persons
holding beneficially or of record more than 5% of the Fund's outstanding shares.
In addition, to the knowledge of the Fund's management, as of December 31,
2007, no nominee or Trustee of the Fund owned 1% or more of the outstanding
shares of the Fund, and the Trustees and officers of the Fund owned, as a
group, less than 1% of the outstanding shares of the Fund.
Contacting the Board of Trustees. If a shareholder wishes to send a
communication to the Board, such correspondence should be in writing and
addressed to the Board of Trustees at the Fund's offices, 500 East Broward
Boulevard, Suite 2100, Fort Lauderdale, Florida 33394-3091, Attention:
Secretary. The correspondence will be given to the Board for review and
consideration.
..AUDIT COMMITTEE
Audit Committee and Independent Registered Public Accounting Firm. The
Fund's Audit Committee is responsible for the appointment, compensation and
retention of the Fund's independent registered public accounting firm
("auditors"), including evaluating their independence, recommending the
selection of the Fund's auditors to the full Board, and meeting with such
auditors to consider and review matters relating to the Fund's financial
reports and internal auditing. The Audit Committee is currently comprised of
Ms. Bates and Messrs. Niemiec (Chairman effective October 16, 2007), Crothers
and Tseretopoulos, all of whom are Independent Trustees and also are considered
to be "independent" as that term is defined by the listing standards applicable
to the Fund.
Selection of Auditors. The Audit Committee and the Board have selected the
firm of Pricewaterhouse-Coopers LLP ("PwC") as auditors of the Fund for the
current fiscal year. Representatives of PwC are not expected to be present at
the Meeting, but will have the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.
Audit Fees. The aggregate fees paid to PwC for professional services
rendered by PwC for the audit of the Fund's annual financial statements or for
services that are normally provided by PwC in connection with statutory and
regulatory filings or engagements were $28,019 for the fiscal year ended
August 31, 2007 and $33,461 for the fiscal year ended August 31, 2006.
Audit-Related Fees. For the fiscal years ended August 31, 2007 and 2006,
there were no fees paid to PwC for assurance and related services by PwC to the
Fund that are reasonably related to the performance of the audit or review of
the Fund's financial statements and not reported under "Audit Fees" above.
13
In addition, the Audit Committee pre-approves PwC's engagement for
audit-related services to be provided to the Investment Manager and certain
entities controlling, controlled by, or under common control with the
Investment Manager that provide ongoing services to the Fund, which engagements
relate directly to the operations and financial reporting of the Fund. There
were no fees paid to PwC for such services for the fiscal year ended August 31,
2007 or for the fiscal year ended August 31, 2006.
Tax Fees. PwC did not render any tax compliance, tax advice or tax planning
services ("tax services") to the Fund for the fiscal year ended August 31, 2007
or for the fiscal year ended August 31, 2006.
In addition, the Audit Committee pre-approves PwC's engagement for tax
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The fees for these services
were $46,000 for the fiscal year ended August 31, 2007 and $3,961 for the
fiscal year ended August 31, 2006. The services for which these fees were paid
included tax compliance and advice.
All Other Fees. The aggregate fees paid for products and services provided
by PwC to the Fund, other than the services reported above, were $0 for the
fiscal year ended August 31, 2007 and $204 for the fiscal year ended August 31,
2006. The services for which these fees were paid included review of materials
provided to the Board in connection with the investment management contract
renewal process.
In addition, the Audit Committee pre-approves PwC's engagement for other
services to be provided to the Investment Manager and certain entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund, which engagements relate directly to
the operations and financial reporting of the Fund. The aggregate fees paid to
PwC for such other services and not reported above were $0 for the Fund's
fiscal year ended August 31, 2007 and $175,657 for the fiscal year ended
August 31, 2006. The services for which these fees were paid included review of
materials provided to the Board in connection with the investment management
contract renewal process.
Aggregate Non-Audit Fees. The aggregate fees paid to PwC for non-audit
services to the Fund and to the Investment Manager or to any entity
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund were $46,000 for the fiscal year
ended August 31, 2007 and $179,822 for the fiscal year ended August 31, 2006.
The aggregate non-audit fees are comprised of the amounts shown under Tax Fees
and All Other Fees above for the fiscal years ended August 31, 2007 and
August 31, 2006, respectively.
The Audit Committee has determined that the provision of the non-audit
services that were rendered to the Investment Manager and to any entities
controlling, controlled by, or under common control with the Investment Manager
that provide ongoing services to the Fund is compatible with maintaining PwC's
independence.
Audit Committee Pre-Approval Policies and Procedures. As of the date of
this proxy statement, the Audit Committee has not adopted written pre-approval
policies and procedures. As a result, all such services described above and
provided by PwC must be directly pre-approved by the Audit Committee.
Audit Committee Report. The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter is attached as Exhibit B to this proxy
statement.
14
As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
auditors, to discuss the financial statements.
The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board Standard No. 1. The Audit Committee
also received the report of PwC regarding the results of their audit. In
connection with their review of the financial statements and the auditors'
report, the members of the Audit Committee discussed with a representative of
PwC, PwC's independence, as well as the following: the auditors'
responsibilities in accordance with generally accepted auditing standards; the
auditors' responsibilities for information prepared by management that
accompanies the Fund's audited financial statements and any procedures
performed and the results; the initial selection of, and whether there were any
changes in, significant accounting policies or their application; management's
judgments and accounting estimates; whether there were any significant audit
adjustments; whether there were any disagreements with management; whether
there was any consultation with other accountants; whether there were any major
issues discussed with management prior to the auditors' retention; whether the
auditors encountered any difficulties in dealing with management in performing
the audit; and the auditors' judgments about the quality of the Fund's
accounting principles.
Based on its review and discussions with management and the Fund's auditors,
the Audit Committee did not become aware of any material misstatements or
omissions in the financial statements. Accordingly, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Fund's Annual Report to Shareholders for the fiscal year ended August 31,
2007 for filing with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE
Frank A. Olson (Chairman through
October 16, 2007 and member
through December 31, 2007)
Frank J. Crothers
David W. Niemiec
Constantine D. Tseretopoulos
..FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. Your vote is being solicited by the Trustees. The
cost of soliciting proxies, including the fees of a proxy soliciting agent, is
borne by the Fund. The Fund reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. In addition, the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation would be primarily by mail, but may also
include telephone, facsimile, electronic or other means of communication. If
the Fund does not receive your proxy by a certain time you may receive a
telephone call from a proxy soliciting agent asking you to vote. If
professional proxy solicitors are retained, it is expected that soliciting fees
would be approximately $5,000, plus expenses. The Fund does not reimburse
Trustees 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
Voting by Broker-Dealers. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers to vote on the Proposal on behalf of their
customers and beneficial owners. Certain broker-dealers may exercise discretion
over shares held in their name for which no instructions are received by voting
these shares in the same proportion as they vote shares for which they received
instructions.
Quorum. A majority of the Fund's shares entitled to vote--present in person
or represented by proxy--constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item will all be counted as shares present and entitled to
vote for purposes of determining whether the required quorum of shares exists.
Method of Tabulation. The Proposal to elect Trustees requires the
affirmative vote of not less than a plurality of the votes cast of the holders
of shares entitled to vote present in person or represented by proxy at a
meeting at which a quorum is present. Abstentions and broker non-votes will be
treated as votes present at the Meeting, but will not be treated as votes cast.
Abstentions and broker non-votes, therefore, will have no effect on the
Proposal.
Simultaneous Meetings. The Meeting is to be held at the same time as the
annual meetings of shareholders of Templeton Emerging Markets Income Fund and
Templeton Global Income Fund. If any shareholder at the Meeting objects to the
holding of simultaneous meetings and moves for an adjournment of the Meeting to
a time promptly after the simultaneous meetings, the persons designated as
proxies will vote in favor of such adjournment.
Adjournment. The Chairman of the Board or an authorized officer of the Fund
for the Meeting, or the holders of a majority of the shares present (in person
or by proxy) and entitled to vote at the Meeting, may adjourn the Meeting from
time to time. Such authority to adjourn the Meeting may be used in the event
that a quorum is not present at the Meeting or, in the event that a quorum is
present but sufficient votes have not been received to approve the Proposal, or
for any other reason consistent with Delaware law and the Fund's By-Laws,
including to allow for the further solicitation of proxies. Unless otherwise
instructed by a shareholder granting a proxy, the persons designated as proxies
may use their discretionary authority to vote as instructed by management of
the Fund on questions of adjournment and on any other proposals raised at the
Meeting to the extent permitted by the SEC's proxy rules, including proposals
for which management of the Fund did not have timely notice, as set forth in
the SEC's proxy rules and the Fund's proxy statement for the 2007 annual
meeting.
Shareholder Proposals. The Fund anticipates that its 2009 Annual Meeting of
Shareholders will be held on or about February 20, 2009. A shareholder who
wishes to submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 2009 Annual Meeting of Shareholders must send such written
proposal to the Fund's offices at 500 East Broward Boulevard, Suite 2100, Fort
Lauderdale, Florida 33394-3091, Attention: Secretary, so that it is received no
later than September 16, 2008 in order to be included in the Fund's proxy
statement and proxy card relating to that meeting and presented at the meeting.
16
A shareholder of the Fund who has not submitted a written proposal for
inclusion in the Fund's proxy statement by September 16, 2008, as described
above, may nonetheless present a proposal at the Fund's 2009 Annual Meeting of
Shareholders if such shareholder notifies the Fund in writing at the Fund's
offices, of such proposal not earlier than September 23, 2008 and not later
than October 23, 2008. If a shareholder fails to give notice within these
dates, then the matter shall not be eligible for consideration at the
shareholders' meeting. If, notwithstanding the effect of the foregoing notice
provisions, a shareholder proposal is acted upon at the 2009 Annual Meeting of
Shareholders, the persons designated as proxy holders for proxies solicited by
the Board for the 2009 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to any shareholder proposal not
received by the Fund at the Fund's offices by November 30, 2008. A shareholder
proposal may be presented at the 2009 Annual Meeting of Shareholders only if
such proposal concerns a matter that may be properly brought before the meeting
under applicable federal proxy rules and state law.
In addition to the requirements set forth above, a shareholder must comply
with the following:
1. A shareholder intending to present a proposal must (i) be entitled to
vote at the meeting; (ii) comply with the notice procedures set forth in
this proxy statement and in the Fund's By-Laws; and (iii) have been a
shareholder of record at the time the shareholder's notice was received by
the Secretary of the Fund.
2. Each notice regarding nominations for the election of Trustees shall
set forth in writing (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice; (ii) the
principal occupation or employment of each such nominee; (iii) the number of
outstanding shares of the Fund which are beneficially owned by each such
nominee; and (iv) all such other information regarding each such nominee as
would have been required to be included in a proxy statement filed pursuant
to the proxy rules of the SEC had each such nominee been nominated by the
Trustees of the Fund. In addition, the shareholder making such nomination
shall promptly provide any other information reasonably requested by the
Fund.
3. Each notice regarding business proposals shall set forth in writing as
to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at
the meeting; (ii) the name and address, as they appear on the Fund's books,
of the shareholder proposing such business; (iii) the number of shares of
the Fund which are beneficially owned by the shareholder; (iv) any material
interest of the shareholder in such business; and (v) all such other
information regarding each such matter that would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC
had each such matter been proposed by the Trustees of the Fund.
Submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the Fund's proxy statement or presented at the
meeting.
By Order of the Board of Trustees,
Robert C. Rosselot
Secretary
January 14, 2008
17
EXHIBIT A
NOMINATING COMMITTEE CHARTER
I. The Committee.
The Nominating Committee (the "Committee") is a committee of, and
established by, the Board of Directors/Trustees of the Fund (the "Board").
The Committee consists of such number of members as set by the Board from
time to time and its members shall be selected by the Board. The Committee
shall be comprised entirely of "independent members." For purposes of this
Charter, independent members shall mean members who are not interested
persons of the Fund ("Disinterested Board members") as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act").
II. Board Nominations and Functions.
1. The Committee shall make recommendations for nominations for
Disinterested Board members on the Board to the incumbent Disinterested
Board members and to the full Board. The Committee shall evaluate
candidates' qualifications for Board membership and the independence of
such candidates from the Fund's investment manager and other principal
service providers. Persons selected must be independent in terms of both
the letter and the spirit of the 1940 Act. The Committee shall also
consider the effect of any relationships beyond those delineated in the
1940 Act that might impair independence, e.g., business, financial or
family relationships with investment managers or service providers.
2. The Committee also shall evaluate candidates' qualifications and make
recommendations for "interested" members on the Board to the full Board.
3. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must meet before
being considered as a candidate for Board membership and shall comply
with any rules adopted from time to time by the U.S. Securities and
Exchange Commission regarding investment company nominating committees
and the nomination of persons to be considered as candidates for Board
membership.
4. The Committee shall review shareholder recommendations for nominations
to fill vacancies on the Board if such recommendations are submitted in
writing and addressed to the Committee at the Fund's offices. The
Committee shall adopt, by resolution, a policy regarding its procedures
for considering candidates for the Board, including any recommended by
shareholders.
III. Committee Nominations and Functions.
The Committee shall make recommendations to the full Board for nomination
for membership on all committees of the Board.
IV. Other Powers and Responsibilities.
1. The Committee shall meet at least once each year or more frequently in
open or executive sessions. The Committee may invite members of
management, counsel, advisers and others to attend its meetings as it
deems appropriate. The Committee shall have separate sessions with
management and others, as and when it deems appropriate.
A-1
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the Fund.
3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action
of a majority of the members of the Committee present at a meeting at
which a quorum is present shall be the action of the Committee. The
Committee may meet in person or by telephone, and the Committee may act
by written consent, to the extent permitted by law and by the Fund's
by-laws. In the event of any inconsistency between this Charter and the
Fund's organizational documents, the provisions of the Fund's
organizational documents shall be given precedence.
5. The Committee shall review this Charter at least annually and recommend
any changes to the full Board.
ADDITIONAL STATEMENT FOR CLOSED-END FUNDS ONLY
The Committee shall comply with any rules of any stock exchange, if any,
applicable to nominating committees of closed-end funds whose shares are
registered thereon.
A-2
EXHIBIT B
AUDIT COMMITTEE CHARTER
I. The Committee.
The Audit Committee ("Committee") is a committee of, and established by, the
Board of Directors/Trustees of the Fund (the "Board"). The Committee shall
consist of such number of members as set by the Board from time to time, but in
no event less than three, and its members shall be selected by the Board. The
Committee shall be comprised entirely of "independent" members, as defined in
Item 3(a)(2) of SEC Form N-CSR ("Disinterested Board members"). Members shall
be financially literate, meaning that each member is able to read and
understand fundamental financial statements, including the Fund's balance sheet
and income statement. At least one member of the Committee shall be designated
by the Board as an "audit committee financial expert," as defined in Item 3(b)
of SEC Form N-CSR, unless the Board determines that the Fund does not have an
audit committee financial expert on the Committee.
II. Purposes of the Committee.
The function of the Committee is to be directly responsible for overseeing
the Fund's accounting and auditing processes, which shall include the
appointment, compensation, retention and oversight of the work of the Fund's
independent registered public accounting firm ("auditors") engaged (including
resolution of disagreements between management and the auditors regarding
financial reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund. It is
management's responsibility to maintain appropriate systems for accounting and
internal controls. It is the auditors' responsibility to plan and carry out an
audit in accordance with the standards of the Public Company Accounting
Oversight Board and to report directly to the Committee. It is not the duty of
the Committee to plan or conduct audits or to determine that the Fund's
financial statements are complete and in accordance with generally accepted
accounting principles; it is the responsibility of the auditors to conduct
audits and the responsibility of management to prepare the Fund's financial
statements in accordance with generally accepted accounting principles.
In giving its recommendations to the Board with respect to the Fund's
financial statements, the Committee will rely on:
1. management's representation that such financial statements have been
prepared with integrity and objectivity and in conformity with
generally accepted accounting principles,
2. the report of the Fund's auditors with respect to such financial
statements.
Consistent with such allocation of functions, the purposes of the Committee
are:
(a) To oversee the Fund's accounting and financial reporting policies and
practices and its internal controls, and to obtain, where it deems
appropriate, reports on internal controls of service providers to the Fund;
(b) To oversee the quality, objectivity and integrity of the Fund's
financial statements and the independent audit thereof;
(c) To act as a liaison between the Fund's auditors and the Board; and
B-1
(d) To consider such other matters as it deems appropriate in carrying
out its purpose and any other matters that may be assigned to it by the
Board.
In addition, the Committee shall serve as the Fund's Qualified Legal
Compliance Committee ("QLCC") pursuant to Section 205 of the SEC's Standards of
Professional Conduct for Attorneys (the "Standards"). In this capacity, the
Committee is required to adopt and maintain written procedures for the
confidential receipt, retention and consideration of any report of evidence of
a material violation. "Evidence of a material violation" means credible
evidence, based upon which it would be unreasonable, under the circumstances,
for a prudent and competent attorney not to conclude that it is reasonably
likely that a material violation of an applicable U.S. federal or state
securities law, a material breach of fiduciary (or similar duty) to the Fund
arising under U.S. federal or state law, or a similar material violation of any
U.S. federal or state law has occurred, is ongoing, or is about to occur.
III. Powers and Duties.
The Committee shall have the following powers and duties to carry out its
purposes:
(a) To select the auditors, subject to approval both by the Board and by
a separate vote of the Disinterested Board members, and, in connection
therewith, to evaluate the independence and qualifications of the auditors
in accordance with applicable federal securities laws and regulations and
the rules and standards of the Independence Standards Board and American
Institute of Certified Public Accountants.
(b) To be directly responsible for approving the services to be provided
by, and the compensation of, the auditors, including:
(i) pre-approval of all audit and audit related services;
(ii) pre-approval of all non-audit related services to be provided to the
Fund by the auditors;
(iii) pre-approval of all non-audit related services to be provided by the
auditors to the Fund's investment adviser or to any entity that
controls, is controlled by or is under common control with the Fund's
investment adviser and that provides ongoing services to the Fund
where the non-audit services relate directly to the operations or
financial reporting of the Fund; and
(iv) establishment by the Committee, if deemed necessary or appropriate,
as an alternative to Committee pre-approval of services to be
provided by the auditors, as required by paragraphs (ii) and
(iii) above, of policies and procedures to permit such services to be
pre-approved by other means, such as through establishment of
guidelines or by action of a designated member or members of the
Committee; provided the policies and procedures are detailed as to
the particular service and the Committee is informed of each service
and such policies and procedures do not include delegation of audit
committee responsibilities, as contemplated under the Securities
Exchange Act of 1934, to management; subject, in the case of
(ii) through (iv), to any waivers, exceptions or exemptions that may
be available under applicable law or rules.
(c) To meet with the auditors, including private meetings, as necessary
to (i) review the arrangements for and scope of the annual audit and any
special audits; (ii) discuss any matters or concerns relating to the Fund's
financial statements, including any recorded and/or unrecorded adjustments
to such statements recommended by the auditors, or other results of audits;
(iii) consider the auditors' comments with respect to the Fund's financial,
accounting and reporting policies, procedures and internal controls and
management's responses thereto; and (iv) to review the form of opinion the
auditors propose to render.
B-2
(d) To receive and consider reports from the auditors:
(i) as required by generally accepted accounting standards; and
(ii) annually and by update as required by SEC Regulation S-X,
regarding: (w) all critical accounting policies and practices of
the Fund to be used; (x) alternative treatments within generally
accepted accounting principles for policies and practices related
to material items that have been discussed with management of the
Fund, including ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
auditors; (y) other material written communications between the
auditors and management of the Fund, such as any management
letter or schedule of unadjusted differences; and (z) all
non-audit services provided to any entity in an investment
company complex, as defined in SEC Regulation S-X, that were not
pre-approved by the Committee pursuant to SEC Regulation S-X.
(e) To consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors.
(f) In considering the independence of the auditors, to request from, and
discuss with, the auditors a written statement, and other reports as
necessary, describing all relationships between the auditors and the Fund,
the Fund's investment adviser and service providers, and other entities
advised or serviced by, including any entities controlling, controlled by or
under common control with, the investment adviser or any other service
providers to the Fund that, in the auditors' judgment, could be thought to
bear upon the auditors' independence; to receive and consider, if
applicable, periodic reports from the auditors regarding whether the
provision of non-audit services is compatible with maintaining the auditors'
independence; and to request from the auditors a certificate that they are
independent auditors under the Federal securities laws and are in compliance
with all standards adopted by the Independence Standards Board.
(g) To require that the auditors regularly provide timely information to
the Committee with respect to new rules and pronouncements by applicable
regulatory and accounting standards agencies, along with an explanation of
how such developments may affect the Fund's financial statements and
accounting principles and practices.
(h) To review, at such times and in the manner deemed appropriate by the
Committee, the results of the annual audit of, and the report of the
auditors on the Fund's annual financial statements, including footnotes and
any significant audit findings.
(i) To consider any reports of difficulties that may have arisen during
the course of the audit, including any limitations of the scope of the
audit, and management's response thereto.
(j) To review certifications of the Fund's Chief Executive
Officer--Finance and Administration, and Chief Financial Officer and Chief
Accounting Officer concerning (i) all significant deficiencies and material
weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the Fund's ability
to record, process, summarize and report financial information; and (ii) any
fraud, whether or not material, that involves management or other employees
who have a significant role in the Fund's internal controls over financial
reporting, and for any other purposes the Committee deems appropriate, as
required by (S)302 of the Sarbanes-Oxley Act.
B-3
(k) To inform the chief legal officer ("CLO") and chief executive officer
("CEO") of the Fund (or the equivalents thereof) of any report of evidence
of a material violation by the Fund, its officers, directors/trustees,
employees (if any), or agents (collectively, "affiliates"). In connection
therewith, the Committee shall:
(i) determine whether an investigation is necessary regarding any
report of evidence of a material violation by the Fund or its
affiliates;
(ii) if the Committee determines such an investigation is necessary or
appropriate, (A) notify the Board; (B) initiate an investigation,
which may be conducted by either the CLO or by outside attorneys;
and (C) retain such additional expert personnel as the Committee
deems necessary to assist in the investigation;
(iii) at the conclusion of any such investigation, (A) recommend by a
majority vote, that the Fund implement an appropriate response
(as defined in Section 205.2(b) of the Standards) to evidence of
a material violation, and (B) inform the CLO and the CEO and the
Board of the results of such investigation and the appropriate
remedial measures to be adopted;
(iv) acting by majority vote, take all other appropriate action,
including the authority to notify the SEC in the event the Fund
fails in any material respect to implement an appropriate
response that the Committee has recommended the Fund to take; and
(v) otherwise respond to evidence of a material violation.
IV. Other Functions and Procedures of the Committee.
(a) The Committee shall meet at least twice each year or more frequently,
in open or executive sessions, as may be necessary to fulfill its
responsibilities. The Committee shall meet as frequently as circumstances
require with (i) the auditors as provided in III (c), above; and
(ii) management's internal audit department to review and discuss internal
audit functions and reports. The Committee may invite members of management,
the auditors, counsel, advisers and others to attend its meetings as it
deems appropriate. The Committee shall have separate sessions with the
auditors, management and others, as and when it deems appropriate.
(b) The Committee shall establish procedures for (i) the receipt,
retention and treatment of complaints received by the Fund or the Fund's
adviser regarding accounting, internal accounting controls, or accounting
matters relating to the Fund; and (ii) the confidential, anonymous
submission by employees of the Fund or the Fund's adviser, administrator,
principal underwriter or any other provider of accounting related services
for the Fund, of concerns regarding questionable accounting or auditing
matters.
(c) The Committee shall have the authority to engage special counsel,
experts and advisers as and when it determines necessary to carry out its
duties and the Fund must provide for appropriate funding, as determined by
the Committee, for payment of (i) compensation to any auditors engaged for
the purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the Fund; (ii) compensation to any
advisers employed by the Committee; and (iii) ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out
its duties.
(d) The Committee shall have unrestricted access to the Fund's management
and management of the Fund's adviser, including, but not limited to, their
chief executive officer(s), chief financial officer(s), internal auditors
and any other executives and financial officers.
B-4
(e) The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
(f) The Committee shall review and assess the adequacy of this Charter
annually, or more frequently if it chooses, and recommend any changes to the
Board.
ADDITIONAL STATEMENTS FOR CLOSED-END FUNDS ONLY
(The provisions set forth in Appendix A hereto are intended to cover specific
requirements and wording mandated by applicable Stock Exchange listing
requirements.)
B-5
Appendix A
In addition to the purposes set forth above, the purposes of the Committee
include:
(a) preparation of the Audit Committee Disclosure Report required to be
included in the Fund's annual proxy statement; and
(b) the assistance of oversight, as either part of the full Board or as a
Committee, of the Fund's compliance with legal and regulatory requirements.
In addition to the powers and duties set forth above, the Committee shall
have the following powers and duties to carry out its purposes:
(a) To obtain and review a report by the auditors, at least annually,
describing:
(i) All relationships between the auditors and the Fund, the Fund's
adviser, and any control affiliate of the adviser that provides
ongoing services to the Fund;
(ii) Any material issues raised by the most recent internal
quality-control review, or peer review, of the auditors, or by
any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the auditors, and any
steps taken to deal with any such issues; and
(iii) The auditors' internal quality-control procedures;
(b) To discuss generally, to the extent the Fund issues any earnings
press releases or any financial information and earnings guidance provided
to analysts and rating agencies, any such releases or information and
guidance;
(c) To discuss in a general manner, as either part of the full Board or
as a Committee, the Fund's processes with respect to risk assessment and
risk management;
(d) To review and approve, as either part of the full Board or as a
Committee, clear policies relating to the hiring by entities within Franklin
Templeton Investments of employees or former employees of the auditors;
(e) To evaluate, as either part of the full Board or as a Committee, its
performance at least annually; and
(f) Upon appointment of a member (i) to the Committee or (ii) to the
audit committee of another public company, who simultaneously serves on the
audit committees of three or more public companies, to request the Board to
determine that such simultaneous service would not impair the ability of
such member to effectively serve on the Committee.
The Committee shall comply with such other rules of the New York Stock
Exchange, Inc., other applicable national securities exchanges and the U.S.
Securities and Exchange Commission applicable to closed-end funds, as such may
be adopted and amended from time to time.
B-6
TLEMF PROXY 01/08
TEMPLETON EMERGING MARKETS FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 22, 2008
The undersigned hereby revokes all previous proxies for his/her shares of
Templeton Emerging Markets Income Fund (the "Fund") and appoints SHEILA M.
BARRY, ROBERT C. ROSSELOT and LORI A. WEBER, and each of them, proxies of the
undersigned with full power of substitution to vote all shares of the Fund that
the undersigned is entitled to vote at the Fund's Annual Meeting of Shareholders
(the "Meeting") to be held at 500 East Broward Boulevard, 12th Floor, Fort
Lauderdale, Florida 33394 at 12 Noon Eastern time, on February 22, 2008,
including any postponements or adjournments thereof, upon the matter set forth
below and instructs them to vote upon any matters that may properly be acted
upon at the Meeting.
This Proxy is solicited on behalf of the Board of Trustees. It will be
voted as specified. If no specification is made, this Proxy shall be voted FOR
the Proposal (including all nominees for trustee). If any other matters properly
come before the Meeting to be voted on, the proxy holders will vote, act and
consent on those matters in accordance with the views of management.
(Continued and to be signed on the other side)
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/\ FOLD AND DETACH HERE /\
YOU CAN NOW ACCESS YOUR TEMPLETON EMERGING MARKETS FUND ACCOUNT ONLINE
Access your Fund shareholder account online via Investor ServiceDirect(R) (ISD).
The transfer agent for the Fund now makes it easy and convenient to get current
information on your shareholder account.
o View account status o Make address changes
o View certificate history o Obtain a duplicate 1099 tax form
o View book-entry information o Establish/change your PIN
o View payment history for dividends
Visit us on the web at htpp://www.bnymellon.com/shareowner
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect(R) is a registered trademark of
Mellon Investor Services LLC
PAGE
The Board of Truste es unanimously recommends a vote FOR the Proposal.
Please
mark here
for address |_|
change or
comment noted
on proxy
Proposal - Election of Trustees.
FOR all nominees WITHHOLD AUTHORITY
listed (except as to vote for
marked below) all nominees listed
|_| |_|
Nominees: 01 Harris J. Ashton,
02 Ann Torre Bates,
03 Frank J. Crothers, and
04 Edith E. Holiday
To withhold authority to vote for any individual nominee, write that nominee's
name on the line below.
________________________________________________________________________________
YES NO
I PLAN TO ATTEND THE MEETING. |_| |_|
Signature(s):__________________________________________Dated______________, 2008
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 /\
Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
--------------------------------------------------------------------------------
Internet
http://www.proxyvoting.com/emf
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site.
--------------------------------------------------------------------------------
OR
--------------------------------------------------------------------------------
Telephone
1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call.
--------------------------------------------------------------------------------
If you vote your proxy by Internet or by telephone, you do NOT need to mail back
your proxy card. To vote by mail, mark, sign and date your proxy card and
return it in the enclosed postage-paid envelope.